8-K

UNITED STATES

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) August 1, 2011

CANTEL MEDICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-31337	22-1760285
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150 Clove Road, Little Falls, New Jersey	07424
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 890-7220

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

A.Acquisition of Assets of Byrne Medical, Inc.

On August 1, 2011, Minntech Corporation (“Minntech”), a wholly-owned subsidiary of Cantel Medical Corp. (“Cantel” or the “Company”) acquired the business and substantially all of the assets of Byrne Medical, Inc.  (“Byrne Medical” or “Seller”), a manufacturer and distributor of high-quality infection control/single use disposable products used in GI Endoscopy (the “Byrne Medical Business”).  The discussion under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01 as if set forth herein.

B.Amended and Restated Credit Facility

In conjunction with the acquisition of the Byrne Medical Business, the Company entered into a $150 million Second Amended and Restated Credit Agreement (the “New Credit Agreement”) dated as of August 1, 2011, with its senior lenders to fund the cash consideration paid in and the costs associated with the acquisition, as well as to refinance the Company’s working capital credit facilities under its Existing Credit Agreement (as defined below). The New Credit Agreement amends and restates the Amended and Restated Credit Agreement, dated as of August 1, 2005, as amended, among the Company, the senior lenders and Bank of America, N.A. (“Bank of America”) as administrative agent (the “Existing Credit Agreement”).  The New Credit Agreement includes (i) a five-year $100 million revolving credit facility with sublimits of up to $20 million for letters of credit and up to $5 million for swing line loans and (ii) a $50 million term loan facility that matures on August 1, 2016 (the “Term Loan”).  Subject to the satisfaction of certain conditions precedent, the Company may from time to time increase the revolving credit facility by an aggregate amount not to exceed $50 million without the consent of the lenders. The senior lenders include Bank of America (the lead bank and administrative agent), PNC Bank, National Association, and Wells Fargo Bank, National Association.

Borrowings under the New Credit Agreement facilities bear interest at rates ranging from 0.25% to 2.00% above Bank of America’s prime rate for base rate borrowings, or at rates ranging from 1.25% to 3.00% above the London Interbank Offered Rate (“LIBOR”) for LIBOR based borrowings, depending upon the Company’s “Consolidated Leverage Ratio,” which is defined as the consolidated ratio of total funded debt (“Consolidated Funded Indebtedness”) to earnings before interest, taxes, depreciation and amortization (“Consolidated EBITDA”).  The current rates applicable to the outstanding borrowings are at 1.25% above Bank of America’s prime rate or 2.25% above LIBOR.

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The principal amounts of the Term Loan are to be paid in 20 consecutive quarterly installments of $2.5 million each beginning on September 30, 2012.  The New Credit Agreement permits the Company to make optional prepayments of loans at any time without premium or penalty other than customary LIBOR breakage fees.  The Company is required to make mandatory prepayments of amounts outstanding under the New Credit Agreement of: (i) 100% of the net proceeds received from certain sales or other dispositions (outside of the ordinary course of business) of all or any part of the Company and its subsidiaries’ assets, (ii) 100% of certain insurance and condemnation proceeds received by the Company or any of its subsidiaries, (iii) subject to certain exceptions, 100% of the net cash proceeds received by the Company or any of its subsidiaries from the issuance or occurrence of any indebtedness of the Company or any of its subsidiaries, and (iv) subject to certain exceptions, 100% of the net proceeds of the sale of certain equity.

The New Credit Agreement contains affirmative and negative covenants reasonably customary for similar credit facilities. In addition, the Company shall not permit its (i) “Consolidated Fixed Charge Coverage Ratio” (as defined in the New Credit Agreement) to be less than 1.25:1.00, (ii) Consolidated Leverage Ratio to exceed 3.00:1.00, and (iii) Consolidated EBITDA for any four consecutive fiscal quarter period to be less than $45,000,000.

The New Credit Agreement facilities are secured by (i) substantially all assets of Cantel and its United States-based subsidiaries (including Minntech, Mar Cor Purification, Inc., Crosstex International, Inc. and Strong Dental Products, Inc.) and (ii) a pledge by Cantel of all of the outstanding shares of Minntech, Mar Cor, Crosstex and Strong Dental owned by Cantel and 65% of the outstanding shares of Cantel’s foreign-based subsidiaries.

The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the New Credit Agreement, a copy of which is attached at Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01Completion of Acquisition or Disposition of Assets

Cantel and Minntech entered into an asset purchase agreement (the “Asset Purchase Agreement”) dated as of August 1, 2011 with Byrne Medical and Don Byrne, the President, Chief Executive Officer and principal stockholder of Byrne Medical, under which Minntech acquired the Byrne Medical Business and all or substantially all of the assets of Byrne Medical.  Following the acquisition, the Byrne Medical Business will be operated as a business group of Minntech.

Under the terms of the Asset Purchase Agreement, Minntech/Cantel paid the Seller an aggregate purchase price of $100.0 million, comprised of $90.0 million in cash and $10.0 million in shares of Cantel common stock that is subject to both a multi-year lock-up and three-year price floor that is described in greater detail below (the “Stock

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Consideration”).  The Stock Consideration consisted of 401,123 shares of Cantel common stock and was based on the closing price of Cantel common stock on the NYSE on July 29, 2011 ($24.93). In addition there is up to a $10.0 million potential cash earnout payable to the Seller over two years based on the achievement by the Byrne Medical Business of certain targets of Gross Profit (as defined in the Asset Purchase Agreement). A portion of the purchase price (including the Stock Consideration) was placed in escrow as security for indemnification obligations of the Seller and Mr. Byrne.

In connection with the acquisition, Minntech assumed certain liabilities of the Seller including trade payables, sales commissions payable and ordinary course business liabilities. In addition, Minntech purchased certain land and buildings utilized by the Byrne Medical Business from Byrne Investments LLC, an affiliate of Mr. Byrne, for $5.9 million.

The cash portion of the purchase price paid at closing was financed through borrowings under the New Credit Agreement described in Item 1.01 above.

Prior to the closing of the acquisition, none of the Sellers was affiliated with or related to Cantel or Minntech in any way. The purchase price was determined by arms-length negotiations between Cantel and the Seller.

Subject to the conditions and limitations described in the Asset Purchase Agreement, Cantel has agreed that if the aggregate value of the Stock Consideration is less than $10.0 million on July 31, 2014, Cantel will pay to the Seller in cash or stock (at Cantel’s option) an amount equal to the difference between $10.0 million and the then value of the shares (based on the closing price of Cantel common stock on the NYSE on July 31, 2014).

On August 2, 2011 the Company issued a press release announcing completion of the acquisition, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Asset Purchase Agreement, a copy of which is attached at Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The information included in Item 1.01(B) of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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Item 3.02Unregistered Sales of Equity Securities.

The discussion under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02 as if set forth herein.

The Stock Consideration was issued to an accredited investor in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering from the registration requirements of the Securities Act. The shares of Company stock comprising the Stock Consideration have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered, sold or assigned in the United States in the absence of an effective registration statement under the Securities Act or exemption from the registration requirements of the Securities Act.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

All statements in this Form 8-K that do not directly and exclusively relate to historical facts constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include (but are not limited to) statements as to the expected benefits of the acquisition and to the financial condition of the combined company and other statements that may be identified by the use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions. These forward-looking statements represent Cantel’s current intentions, plans, expectations, and beliefs, and are subject to risks, uncertainties, and other factors, many of which are beyond the control of Cantel, that may cause actual results to differ materially. These risk factors include, among other things, the possibility that Cantel will not realize the anticipated benefits and synergies of the acquisition; difficulties associated with successfully integrating the Byrne Medical Business into Minntech; the possible failure of Minntech to retain key executives, technical personnel and other key employees of the Byrne Medical Business; difficulties associated with Cantel managing its growth and the difficulty of successfully managing a larger organization; the ability of the Byrne Medical Business to compete in highly competitive markets characterized by changing technology; the ability of the Byrne Medical Business to maintain customer acceptance of its products by meeting shifting consumer demands and changing requirements and other factors that could cause actual results, performance or achievements of Cantel or Minntech to differ materially from such forward-looking statements. Other factors that could affect Cantel or the consolidated company’s actual results include risks identified in Cantel’s annual or periodic reports filed with the Securities and Exchange Commission. All of the risk factors included in these filed documents are included herein by reference. The forward-looking statements included in this document are made only as of the date of this document. Cantel disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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Item 9.01Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired.

Financial statements for Byrne Medical, Inc. are not being filed with the initial filing of this report, but will be filed with an amendment to this report no later than October 17, 2011.

(b)Pro Forma Financial Information.

Pro forma financial information is not being filed with the initial filing of this report, but will be filed with an amendment to this report no later than October 17, 2011.

(d)Exhibits

The following exhibits are filed herewith:

Exhibit

Exhibit No.	Exhibit Description
2.1	Asset Purchase Agreement dated as of August 1, 2011 among Cantel Medical Corp., Minntech Corporation, Byrne Medical, Inc. and Don Byrne.*
10.1	Second Amended and Restated Credit Agreement dated as of August 1, 2011 among Cantel Medical Corp., Bank of America N.A., PNC Bank, National Association, and Wells Fargo Bank, National Association.
99.1	Press Release.

*Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

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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.

	CANTEL MEDICAL CORP.
	(Registrant)
	By:	/s/ Andrew A. Krakauer
	Andrew A. Krakauer,
	President and Chief Executive Officer
Date: August 4, 2011

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Exhibit Index

Exhibit No.	Exhibit Description
2.1	Asset Purchase Agreement dated as of August 1, 2011 among Cantel Medical Corp., Minntech Corporation, Byrne Medical, Inc. and Don Byrne.*
10.1	Second Amended and Restated Credit Agreement dated as of August 1, 2011 among Cantel Medical Corp., Bank of America N.A., PNC Bank, National Association, and Wells Fargo Bank, National Association.
99.1	Press Release.

*Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

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EX-2.1

Exhibit 2.1

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of August, 2011 by and among Minntech Corporation, a Minnesota corporation (“Purchaser”), Byrne Medical, Inc., a Texas corporation (“Seller”), Don Byrne (the “Executive”) and, solely for purposes of Section 2.10 and Section 10.19 below, Cantel Medical Corp., a Delaware corporation (“Cantel”).

R E C I T A L S:

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereby agree as follows:

A.Seller is a manufacturer and distributor of high-quality infection control/single use disposable products used in GI Endoscopy as described in its website www.byrnemedical.com (the “Business”).

B.Purchaser wishes to purchase from Seller, and Seller wishes to sell to Purchaser, all or substantially all of Seller’s assets, properties and rights for the consideration and upon all of the terms and conditions specified herein.

C.The Executive is the founder and largest shareholder of Seller and serves as the President and CEO of Seller.

D.The Boards of Directors of Purchaser and Seller, and the shareholders of Seller, have approved and adopted this Agreement.

Article 1
DEFINITIONS

1.1.Defined Terms.  As used in this Agreement, the following terms have the following meanings:

“2010 Financial Statements”:  has the meaning set forth in Section 3.15.

“510(k) Registrations”:  means existing, pending and in-process 510(k) premarket notification applications and submissions of Seller, whether in draft or final form and whether or not filed with the FDA and approvals, permissions, clearances and registrations issued or granted by the FDA in connection with a 510(k) premarket notification application, and all supporting documentation and data included with any such applications and/or submissions.

“AAA”:  has the meaning set forth in Section 10.18.

“Accounting Firm”:  has the meaning set forth in Section 2.8.5.

Execution Copy

“Action”:  means a civil, criminal or administrative litigation, action, suit, hearing, arbitration, mediation, proceeding, investigation, assessment, inquiry, request for information, claim, charge, complaint, or demand, or other judicial or legal action, proceeding or process.

“Additional Escrow Property”: has the meaning set forth in Section 2.10.5.

“Additional Stock Consideration”:  has the meaning set forth in Section 2.10.3.

“Agreement”:  means this Asset Purchase Agreement, as amended, supplemented or otherwise modified from time to time.

“Apportioned Obligations”:  has the meaning set forth in Section 5.5.1.

“Asserted Tax Liability” has the meaning set forth in Section 7.1.1.

“Assets”:  means, except for the Excluded Assets, all of the assets, properties and rights of Seller in existence on the Closing Date, of every type and description, tangible and intangible, real, personal and mixed, wherever located and whether or not reflected on the Books and Records of Seller, including without limitation, all 510(k) Registrations; all accounts receivable; all Deposits, prepayments and prepaid expenses; all business claims; all Contracts, purchase and sales orders and other contract rights, including without limitation all unfilled orders and all rights under Contracts underlying the Assumed Contract Obligations; all Intellectual Property; all Web sites, e-mail addresses, and Internet addresses utilized by Seller; all telephone, fax, and mobile telephone numbers; all business, sales and marketing plans; all manufacturing know-how; all of Seller’s goodwill; all Capital Stock owned beneficially or of record by Seller including, without limitation, Capital Stock of Per-Form; all sales promotion and advertising materials; all fixed assets and tangible personal property owned, leased or licensed by Seller including, without limitation, all molds, machinery, plant and equipment, fixtures, furniture and furnishings, and trucks, automobiles and other motor vehicles; all inventories, including all raw materials, work-in-process, finished goods, demonstration units, goods in transit and goods ordered; all drawings, designs, sketches, plans and other similar matters, however evidenced; all supplies; all real estate and all leasehold interests in equipment and improvements of every kind and description thereon and all interests therein and all rights of every kind or nature then owned or held by Seller; all Books and Records, files and operating data; all owned or leased computer programs, software, hardware, peripherals and related documentation and equipment; insurance policies and all rights thereunder; all personal files and other personnel documents related to Hired Employees (except to the extent an Excluded Asset); Seller’s right, title and interest under any insurance policy designated on Schedule 3.28 as being transferred by Seller to Purchaser; and all confidential and proprietary information of Seller.

“Assignment of Lease”:  has the meaning set forth in Section 6.1.11.

“Assumed Accounts Payables”:  means the accounts payable of Seller as of the Closing Date that were incurred in the Ordinary Course of Business and are included on Schedule 3.24 (except to the extent paid prior to the Closing Date), as well as the additional accounts payable

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incurred by Seller in the Ordinary Course of Business after June 30, 2011 and reflected in the accounts payable schedule to be delivered by Seller under Section 5.11.

“Assumed Commissions”:  has the meaning set forth in Section 2.7.

“Assumed Contract Obligations”:  means the Liabilities of Seller arising under (a) the Contracts listed on Schedule 3.16 hereto (subject to obtaining any requisite consents thereunder) and (b) Contracts of Seller not listed on Schedule 3.16 that were entered into in the Ordinary Course of Business; provided, however, that the term Assumed Contract Obligations shall not include any Liability for Seller’s defaults or its actions or omissions which, with notice or lapse of time or both, would constitute defaults thereunder prior to the Closing Date.

“Assumed Liabilities”:  has the meaning set forth in Section 2.7.

“Assumed Warranty Obligations”:  means any ordinary course warranty obligations in respect of Seller’s products and services supplied, sold or delivered to customers prior the Closing Date; provided, however, that Assumed Warranty Obligations do not include any product liability (strict liability or otherwise), product recalls or field corrective actions, including those associated with medical device reports, fraudulent concealment, tort, or other claims in respect of Seller’s products and services supplied, sold or delivered to customers prior to the Closing Date, including, without limitation, monetary damages and repairs and replacements of products.

“Assumed PTO”:  accrued and unused vacation/PTO pay as of the Closing Date attributable to the Hired Employees.

“Balance Sheet Date”:  means June 30, 2011.

“Books and Records”:  means all of Seller’s books, records and other documents and data (or excerpts thereof), whether in tangible, electronic, electromagnetic or other form, including, without limitation, computer print-outs, accounting records and systems, financial statements, invoices, customer lists and records, supply records, credit records and information, purchase and sales records, merchandise records, and other documents and items relating to the Business; provided, however, that “Books and Records” do not include (a) any Tax Returns and any worksheets, notes, files or documents primarily related thereto, (b) any documents prepared for the benefit of the Seller in connection with the transactions contemplated by this Agreement or (c) any minute books and corporate records of Seller.

“Business”:  has the meaning set forth in the recitals to this Agreement.

“Byrne Division”:  means the Business acquired by Purchaser as owned and operated by Purchaser following the Closing, whether as a division, business group, business unit, product group or otherwise.

“Cantel”:  has the meaning set forth in the preamble to this Agreement.

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“Cantel Shares”:  shares of fully paid and non-assessable common stock, par value $.10 per share, of Cantel.

“Capital Stock”:  any and all shares, membership interests, other interests, participations or other equivalents (however designated) of capital stock of a corporation, and any and all equivalent ownership interests in a partnership, limited liability company or other Person (other than a corporation).

“Cash Consideration”:  has the meaning set forth in Section 2.3.

“Claimant”:  has the meaning set forth in Section 10.18.

“Claims”:  has the meaning set forth in Section 10.18.

“Closing Date”:  has the meaning set forth in Section 2.2.

“Closing”:  has the meaning set forth in Section 2.2.

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

“Common Control Entity”:  has the meaning set forth in Section 3.27.1.

“Computation Method”:  has the meaning set forth in Section 2.8.1.

“Contingent Purchase Price”:  has the meaning set forth in Section 2.8.

“Contracts”:  has the meaning set forth in Section 3.16.

“Contractual Obligation”:  means as to any Person, any provision of any Contract to which such Person is a party or by which it or any of its property is bound.

“Convertible Securities”:  options, warrants, calls, subscriptions or other commitments or rights of any nature (including conversion rights, exchange rights, stock appreciation rights, rights to participate in revenues or profits, rights to demand registration or to sell in connection with any registration statement) with respect to issued and outstanding Capital Stock, or to purchase or subscribe for Capital Stock, or securities convertible into or exchangeable for Capital Stock.

“Cost of Sales”:  has the meaning set forth in Section 2.8.3.

“Damages”:  has the meaning set forth in Section 7.1.1.

“Deposits”:  means the purchase order deposits and security deposits described on the Interim Financial Statements and all such deposits made by Seller since the date of such Interim Financial Statements.

“Employment Agreement”:  has the meaning set forth in Section 6.1.8.

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“Employment Plans”:  has the meaning set forth in Section 3.27.1.

“Environmental Law”:  means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., the Toxic Substance Control Act, 15 U.S.C. §§ 2601, et seq. (“TSCA”), the Emergency Planning and Community Right-To-Know Act, 42 U.S.C. §§ 11001, et seq. (“EPCRA”), all as amended, and any other federal, state, local, or other governmental statute, regulation, law, published and legally binding guidance document, ordinance, common law cause of action, judicial or administrative decision, order, decree or other Requirement of Law relating to an Environmental Matter.

“Environmental Matter”:  means any matter arising out of, relating to, or resulting from pollution, contamination, protection of the environment, health or safety of employees or the public or any matter arising out of, relating to, or resulting from emissions, discharges, disseminations, releases or threatened releases, of Hazardous Substances into the air (indoor and outdoor), surface water, groundwater, soil, land surface or subsurface, buildings or facilities, or otherwise arising out of, relating to, or resulting from the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances.

“Environmental Permits”:  has the meaning set forth in Section 3.33.1.

“Equity Shortfall Amount”:  has the meaning set forth in Section 2.10.3.

“ERISA”:  means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and rulings issued thereunder.

“Escrow Agent”:  means PNC Bank, National Association.

“Escrow Agreement”:  has the meaning set forth in Section 2.4.

“Escrow Fund”:  has the meaning set forth in Section 2.3.

“Exchange Act”:  means the Securities Exchange Act of 1934, as amended from time to time, and the regulations and rulings issued thereunder.

“Excluded Assets”:  means (a) any documents prepared for the benefit of the Seller in connection with the transactions contemplated by this Agreement (including Seller’s rights under this Agreement), (b) cash on hand and in bank accounts (other than Deposits) and cash equivalents, (c) the minute books of Seller and any worksheets, notes, files or documents primarily related thereto, (d) Tax Returns and all credits and claims for refund of Taxes, (e) accounts and notes receivable relating to all loans by Seller to shareholders of Seller (including Executive), (f) personnel files of (i) Seller employees who are not Hired Employees and (ii) Hired Employees who do authorize the transfer of such files to Purchaser, and (g) the other assets listed on Schedule 1.1.

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“Executive”:  has the meaning set forth in the preamble to this Agreement.

“FDC Act”:  has the meaning set forth in Section 3.11.

“Final Allocation”:  has the meaning set forth in Section 2.6.

“First Target Year”:  has the meaning set forth in Section 2.8.1.

“FTC”:  means the Federal Trade Commission.

“GAAP”:  means generally accepted accounting principles in the United States of America, in effect from time to time.

“Gross Profit”:  has the meaning set forth in Section 2.8.3.

“Hazardous Substance”:  means any pollutant, contaminant, hazardous or extremely hazardous substance, or waste, solid waste, asbestos and asbestos-containing material, polychlorinated biphenyls (PCBs) and PCB-containing equipment, petroleum or any fraction thereof, or any other chemical, substance, or material currently identified in any Environmental Law as being a “hazardous substance,” “pollutant,” “contaminant” or words of similar meaning or that is otherwise regulated by any Environmental Law.

“Hired Employee”:  has the meaning set forth in Section 5.6.1.

“HSR Act”:  has the meaning set forth in Section 2.9.

“IC-DISC”:  has the meaning set forth in Section 3.6.

“Indemnification Threshold”:  has the meaning set forth in Section 7.4.1.

“Indemnified Party”:  has the meaning set forth in Section 7.3.

“Initiating Notice”:  has the meaning set forth in Section 10.18.

“Intellectual Property”:  means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice) and all improvements thereto, (b) all Patents and Trademarks, (c) all trade secrets and confidential information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes, protocols and techniques, technical data, designs, drawings, specifications, customer data and information, supplier and vendor lists, pricing and cost information, and marketing plans and proposals), (d) all computer software (including source code, executable code, data, databases and related documentation), applications and tools, (e) all copyrighted and copyrightable works, and all applications, registrations and renewals in connection therewith, (f) all advertising, marketing and promotional materials, (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium).

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“Interim Financial Statements”:  has the meaning set forth in Section 3.15.

“IRS”:  means the Internal Revenue Service.

“June 2011 Balance Sheets”:  means the balance sheets of Seller and Per-Form as at June 30, 2011 included in the Interim Financial Statements.

“Leases”:  has the meaning set forth in Section 3.17.1.

“Liabilities”:  means direct or indirect indebtedness or uninsured liabilities or obligations of any nature (accrued, absolute, contingent or otherwise), known or unknown, and choate or inchoate, including, without limitation, accounts payable, notes payable, liabilities on account of Taxes, other governmental charges or lawsuits brought, whether or not of a kind required by GAAP to be set forth, accrued, reserved for or reflected in a financial statement.

“Liability Cap”:  has the meaning set forth in Section 7.4.3.

“Lien”:  means any mortgage, pledge, charge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security interest or agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing).

“Lock-up Period”:  means the period between the Closing Date and July 31, 2014; provided, however, that the “Lock-up Period” shall be extended to July 31, 2015 in the event the Executive’s employment with Purchaser is terminated on or prior to July 31, 2014 due to either termination by Purchaser for “cause” or termination by the Executive without “Good Reason” (as “cause” and “Good Reason” are defined in the Employment Agreement).

“Material Adverse Effect”:  means (A) a material adverse effect on (a) the business, assets, liabilities, results of operations, properties or condition (financial or otherwise) of Seller, (b) the ability of Seller to perform its obligations under this Agreement, or (c) the validity or enforceability against Seller of this Agreement or the rights or remedies of Purchaser or (B) any event or circumstance that would reasonably be expected to result in a material adverse effect under clause (A) above; provided, however, that a Material Adverse Effect shall not include any effect arising out of or attributable to (i) general economic changes affecting the United States or worldwide markets generally, (ii) changes resulting from earthquakes, tornados or other extreme weather conditions, hostilities, sabotage, military conflicts or acts of foreign or domestic terrorism, or any escalation or material worsening of any such hostilities, sabotage, military conflicts, or foreign or domestic terrorism existing or underway as of the date hereof, (iii) the effect of any action taken by Purchaser or any affiliate of Purchaser with respect to Seller, (iv) changes in applicable laws or accounting rules; or (v) the disclosure of the execution of this Agreement and the transactions contemplated hereby.

“Maximum Aggregate Target”:  has the meaning set forth in Section 2.8.2.

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“Multiemployer Plans”:  has the meaning set forth in Section 3.27.1.

“Net Sales”:  has the meaning set forth in Section 2.8.3.

“Non-Compete Agreement”:  has the meaning set forth in Section 6.1.9

“NYSE”:  The New York Stock Exchange.

“Ordinary Course of Business”:  means the ordinary course of business consistent with past practice.

“PBGC”:  has the meaning set forth in Section 3.27.6.

“Patents”:  means all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof.

“Pension Plan”:  has the meaning set forth in Section 3.27.1.

“Per-Form”:  means Per-Form Tool & Mold, LLC, an Ohio limited liability company.

“Permits”:  has the meaning set forth in Section 3.11.

“Permitted Liens”:  means (i) Liens for Taxes if the same are not at the time due and delinquent or which are being contested in good faith; (ii) Liens of materialmen, carriers, landlords and like persons, which are not yet due and payable; (iii) Liens incurred in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or similar provisions of law of foreign countries; (iv) easements, rights-of-way, reservations, restrictions and other similar encumbrances incurred in the Ordinary Course of Business or existing on property and not interfering in any material respect with the ordinary conduct of the Business or the use of that property; (v) Liens listed on Schedule 3.23 that will not be released by Seller or (vi) Liens resulting from Requirements of Law.

“Person”:  means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Regulatory Authority or other entity of whatever nature.

“Plans”:  has the meaning set forth in Section 3.27.1.

“Proposed Allocation”:  has the meaning set forth in Section 2.6.

“Purchase Price”:  has the meaning set forth in Section 2.3.

“Purchaser Indemnified Parties”:  has the meaning set forth in Section 7.1.1.

“Purchaser”:  has the meaning set forth in the preamble to this Agreement.

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“Real Property Laws”:  has the meaning set forth in Section 3.17.3.

“Real Property”:  has the meaning set forth in Section 3.17.1.

“Real Property Purchase Agreements”:  means the agreements of even date herewith between Purchaser (or an affiliate of Purchaser) and Byrne Investments LLC (an affiliate of the Executive), in the form mutually agreed upon, covering the purchase of (i) the parcel (buildings and land) located at 501 N. FM 3083 East, Conroe, Texas and (ii) the parcel (building and land) located at 3150 Pollok Drive, Conroe, Texas.

“Regulatory Authority”:  means (i) any nation or government, (ii) any federal, state, county, local, foreign or other government authority or any political subdivision thereof, (iii) any federal, state, county, local, foreign or other entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation the U.S. Food and Drug Administration (“FDA”) and the U.S. Environmental Protection Agency (“EPA”), and the Occupational Safety & Health Administration of the U.S. Department of Labor (“OSHA”) or (iv) any governmental, quasi-governmental or non-governmental association, agency, organization, entity or body imposing standards, rules, requirements or regulations on Seller or the Business or Seller’s assets, products or services.

“Requirement of Law”:  as to any Person, means any statute or law, treaty, ordinance, directive, rule or regulation or any judgment, decree, order, regulation, rule or determination of any arbitrator or court or other Regulatory Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Respondent”:  has the meaning set forth in Section 10.18.

“SEC”:  means the Securities and Exchange Commission.

“Second Target Year”:  has the meaning set forth in Section 2.8.1.

“Securities Act”:  means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Seller Indemnified Parties”:  has the meaning set forth in Section 7.1.2.

“Seller Parties”:  has the meaning set forth in the opening paragraph of Article 3.

“Seller”:  has the meaning set forth in the preamble to this Agreement.

“Stock Consideration”:  has the meaning set forth in Section 2.3.

“Stock Escrow Agreement”:  has the meaning set forth in Section 2.4.

“Subsidiary”:  as to any Person, means a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock having such power only by reason of the happening of a contingency) to elect a majority of the

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board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person.  A Subsidiary, as to any Person, shall include a partnership that has such Person or a Subsidiary of such Person as a general partner of such partnership.

“Tangible Property”:  has the meaning set forth in Section 3.20.

“Target Computations”:  has the meaning set forth in Section 2.8.5.

“Targets”:  has the meaning set forth in Section 2.8.

“Target Year”:  means, individually or collectively, the First Target Year and the Second Target Year.

“Tax Returns”:  means all required federal, state, local and foreign returns (including information returns), estimates, notices, forms, declarations, reports and statements (including any and all schedules and attachments thereto) relating to any and all Taxes concerning or attributable to Seller.

“Taxes”:  (and derivatives thereof):  shall mean (a) any and all federal, state, county, local and foreign taxes, levies, assessments, impositions, and other governmental charges including without limitation taxes based upon or measured by gross receipts, income, profits, sales, use and occupancy, and value added, ad valorem, transfer, franchise, estimated, withholding, payroll, recapture, employment, minimum, excise and property taxes, or other taxes of any kind whatsoever, together with all interest, penalties and additions imposed with respect to such amounts, (b) any liability for the payment of any such amounts as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, and (c) any liability for the payment of any amounts described in clause (a) or (b) as a result of any explicit or implied obligation to indemnify any other Person or as a result of any obligation under any agreement or arrangement with any Person with respect to such amounts and including any liability for Taxes of a predecessor entity or as a transferee.

“Texas Law”:  means the Texas Business Organizations Code, as amended from time to time.

“Trademarks”:  means all trademarks (including, without limitation, the name “Byrne Medical”), service marks, trade dress, names, logos, slogans, trade names, brand names, corporate names, Internet domain names, and rights in telephone and fax numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith.

“Transfer Taxes”:  has the meaning set forth in Section 5.5.2.

“Two-Year Period”:  has the meaning set forth in Section 2.8.1

“Unassigned Asset”:  has the meaning set forth in Section 5.1.1.

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“Welfare Plan”:  has the meaning set forth in Section 3.27.1.

1.2.Other Definitional Provisions; Interpretation.

1.2.1.Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other agreement, instrument or document made or delivered pursuant hereto.

1.2.2.The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

1.2.3.The headings in this Agreement are included for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement.

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

1.3.Schedules and Exhibits.  The following is a list of Schedules and Exhibits that are appended to and deemed a part of this Agreement:

Schedule 1.1	Additional Excluded Assets
Schedule 2.7	Assumed Liabilities
Schedule 2.8	Contingent Purchase Price Model and Memorandum
Schedule 3.2	Foreign Qualification
Schedule 3.3	Consents
Schedule 3.4	Stockholder List
Schedule 3.8	No Violation
Schedule 3.9	No Material Adverse Change
Schedule 3.10	Tax Matters
Schedule 3.11	Compliance with Laws; Permits, ISO Certificates
Schedule 3.12	No Consents
Schedule 3.14	Litigation, Disputes
Schedule 3.15	Financial Statements
Schedule 3.16	Material Contracts
Schedule 3.17	Real Estate Leases
Schedule 3.18	Officers, Directors, Employees
Schedule 3.19	Accounts Receivable as of June 30, 2011
Schedule 3.20	Fixed Assets and Depreciation
Schedule 3.21	Intellectual Property
Schedule 3.23	Liens
Schedule 3.24	Accounts Payable as of June 30, 2011
Schedule 3.25	Liabilities
Schedule 3.26	Suppliers and Customers
Schedule 3.27	Employee Benefit Plans

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Schedule 3.28	Insurance
Schedule 3.29	Operations of Seller
Schedule 3.29.7	Compensation Increases
Schedule 3.30	Potential Conflicts of Interest
Schedule 3.31A	Inventories’ Exceptions
Schedule 3.31B	Inventories as of June 30, 2011
Schedule 3.33	Environmental Matters
Schedule 5.2	Assets to be Conveyed
Schedule 5.6.2	Seller Employees
Schedule 9.1	Products in Development
EXHIBITS
Exhibit 2.4	Escrow Agreement
Exhibit 2.4B	Stock Escrow Agreement
Exhibit 6.1.8	Employment Agreement
Exhibit 6.1.9	Confidentiality and Non-Competition Agreement
Exhibit 6.1.10	Seller’s Counsel Opinion
Exhibit 6.2.10	Purchaser’s Counsel Opinion

Article 2
PURCHASE AND SALE OF ASSETS

2.1.Sale and Purchase of the Assets.  Subject to and in accordance with the terms and conditions contained in this Agreement, effective as of the Closing Date, Seller hereby sells, assigns, transfers and delivers to Purchaser, and Purchaser hereby purchases, acquires and accepts from Seller, the Assets, free and clear of any and all Liens (other than Permitted Liens), for the Purchase Price specified in Section 2.3 below. Seller is not selling and Purchaser is not purchasing the Excluded Assets. In addition, Purchaser is not assuming any Liabilities of Seller other than the Assumed Liabilities.

2.2.Closing.  The purchase and sale of the Assets shall be consummated at a closing (the “Closing”), which shall take place on the date hereof (the “Closing Date”) upon the execution of this Agreement; provided, however, that the Closing shall be deemed to commence and be effective as of 11:59:01 PM, Eastern Daylight Time on the Closing Date. Notwithstanding the preceding, the Closing shall be given economic effect as of the opening of business on the Closing Date so that all assets transferred and liabilities assumed hereunder shall be deemed to include all of the same as they existed as at the opening of business on the Closing Date.  The Closing shall occur at the offices of Seller’s attorneys, or as the parties may otherwise agree.

2.3.Payment of the Purchase Price.  The purchase price payable by Purchaser to Seller for the Assets shall be the following (the “Purchase Price”): (i) cash consideration of $90,000,000 (the “Cash Consideration”), subject to adjustment under Section 2.5, (ii) 401,123 Cantel Shares (the “Stock Consideration”), such number of shares being the quotient (rounded to the nearest whole share) of (A) $10,000,000 divided by (B) $24.93 (the per share closing sales

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price of Cantel Shares (rounded to four decimal places), as reported by the NYSE, on the last trading day preceding the date hereof), and (iii) the Contingent Purchase Price, if any, determined in accordance with Section 2.8. At the Closing or not later than the close of business on the day following the Closing Date, Purchaser shall (a) pay to Seller by wire transfer $85,000,000 of the Cash Consideration, (b) remit to the Escrow Agent by wire transfer $5,000,000 of the Cash Consideration (the “Escrow Fund”) in accordance with Section 2.4 and (c) cause Cantel to issue and hold in escrow under the Stock Escrow Agreement in accordance with Section 2.4 the Stock Consideration, subject to the lock-up agreement, the guarantee of Cantel and the other terms and conditions set forth in Section 2.10.

2.4.Escrow.  At the Closing, the Escrow Fund will be deposited and held in escrow by the Escrow Agent as security for the indemnity obligations of the Seller Parties set forth in Article 7. The Escrow Fund shall be subject to the terms of an 18-month Escrow Agreement substantially in the form annexed hereto as Exhibit 2.4A (the “Escrow Agreement”).  In addition, the Stock Consideration shall be subject to a separate 36-month Escrow Agreement in the form annexed hereto as Exhibit 2.4B (the “Stock Escrow Agreement”) as security for the indemnity obligations of the Seller Parties set forth in Section 7.1.1(v) and certain other obligations of Seller described therein.

2.5.Purchase Price Adjustment.  The Purchase Price will be adjusted within thirty (30) days following the Closing by the amount of accrued and unpaid salary, bonuses (exclusive of sales commissions) and unused vacation/PTO pay as of the Closing Date attributable to the Hired Employees (collectively, the “Assumed PTO”), which is being assumed by Purchaser under Section 2.7.  A true, correct and complete itemized listing of the Assumed PTO shall be set forth in a schedule delivered by Seller to Purchaser within thirty (30) days following the Closing, together with Seller’s check payable to the order of Purchaser in an amount equal to the Assumed PTO.

2.6.Purchase Price Allocation.  Purchaser shall provide Seller with written notice of its proposed allocation of the Purchase Price among the Assets, and any other consideration acquired by Purchaser hereunder for which Purchaser believes that an allocation of the Purchase Price is warranted within 90 days following the Closing Date (the “Proposed Allocation”).  In the event that Seller disagrees with the Proposed Allocation, Seller shall have 60 days to notify Purchaser that Seller disagrees with such allocation.  Seller and Purchaser shall negotiate in good faith for 30 days after that time to reach agreement on the allocation of the Purchase Price (if agreed to, a “Final Allocation”).  If Purchaser and Seller agree on a Final Allocation, Purchaser and Seller each shall report the transaction in accordance with the Final Allocation, and shall not take a position inconsistent with such allocation except with the written consent of the other party, except as may be necessary to resolve a tax audit or other tax controversy or due to the failure of the independent auditor of Purchaser or Seller to accept such valuation, or due to Purchaser discovering (prior to filing its Annual Report on Form 10-K) a change in material facts from what was previously disclosed by Seller. Purchaser and Seller shall complete the information required for the IRS e-filing requirements of Form 8594 reflecting such allocation and Purchaser and Seller will take no position with any tax authorities inconsistent with such allocation. If no Final Allocation is agreed to by Purchaser and Seller, each of Purchaser and

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Seller agree that the other may independently allocate the Purchase Price for all purposes including the filing of Form 8594 and any Tax Return, tax audit or tax controversy.

2.7.Assumption of Seller Liabilities.  Purchaser hereby assumes the Assumed Contract Obligations, Assumed Accounts Payables, Assumed PTO, Assumed Warranty Obligations, the accrued commissions owed to employees and consultants of Seller that were incurred and remain payable in the Ordinary Course of Business (which commissions, as of July 31, 2011, are itemized in Schedule 2.7) (the “Assumed Commissions”), Liabilities of Seller related to legal actions against Seller identified in Schedule 3.14, subject to any limitations agreed upon by Purchaser and Seller in writing, and the other obligations and liabilities, if any, described in Schedule 2.7 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, no Liabilities of Seller whatsoever are or shall be assumed by Purchaser. Without limiting the generality of the foregoing, and regardless of any liabilities that may be disclosed to Purchaser pursuant to Article 3 hereof, or whether Purchaser may have knowledge of same, Purchaser does not assume and shall not be deemed to have assumed under this Agreement, whether under a theory of successor liability or otherwise, any Liabilities of Seller (i) unrelated to the Business or (ii) related to the Business but arising out of or based upon any of the following:

2.7.1.the Byrne Medical Inc. 401(k)/Profit Sharing Plan of Seller or any other Plans related to past or present employees of Seller, or any violation of any Requirement of Law related to or arising under any Plans, or any funding deficiency with respect to, or any breach of or default under the terms thereof;

2.7.2.(A) any Tax of Seller with respect to any taxable period (or portion thereof), whether before or after the Closing Date, (B) any Tax resulting from or attributable to the consummation of the transactions contemplated by this Agreement (including any Transfer Tax), or (C) the Taxes of any person other than Seller under Treasury Regulations §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise;

2.7.3.notes payable or indebtedness or other obligation of Seller for borrowed money (including, without limitation, debt owed to the Executive or any other shareholders of Seller), and any guarantees by Seller of any indebtedness or obligation of any other Person for borrowed money;

2.7.4.guarantees by Seller of any indebtedness, obligation or other Liability of any other Person for borrowed money or otherwise;

2.7.5.any civil or criminal penalties or liabilities or any payments in the nature thereof, or any damages or clean-up costs, under any federal, state, local or foreign law, rule, regulation or policy governing environmental or occupational health and safety matters, or founded upon a private right of action or third party claim in respect of Environmental Matters or occupational health or safety matters, imposed upon, or sought to be imposed upon, Seller, Per-Form or Purchaser on account of any act or omission of Seller or Per-Form, any of the directors,

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officers, employees or agents of Seller or Per-Form, or on account of any state of facts or conditions existing prior to the Closing Date;

2.7.6.product liability (strict liability or otherwise), product recalls or field corrective actions, including those associated with medical device reports, fraudulent concealment, tort, or other claims in respect of Seller’s products and services supplied, sold or delivered to customers prior to the Closing Date, including, without limitation, monetary damages and repairs and replacements of products;

2.7.7.except for the Assumed PTO and Assumed Commissions, as well as Purchaser’s obligations under Section 5.6.1 related to the Consolidated Omnibus Budget Reconciliation Act, employment of employees of Seller, including, without limitation, salary, bonus, sick pay, vacation pay, severance pay, deferred and accrued compensation, health care and pension benefits, and other compensation payable under contract, benefit plan, or otherwise, including, without limitation, any terminated employment agreements;

2.7.8.Seller’s attorneys’ fees and fees and expenses of other advisors in connection with the sale of Assets;

2.7.9.Excluded Assets or other assets of Seller that are not being assigned to Purchaser pursuant to the provisions of this Agreement;

2.7.10.any act, event or occurrence, or a failure to act, that constitutes or results in a breach of any representation, warranty or covenant of Seller made herein; and

2.7.11.except as may otherwise be agreed upon in writing by Seller and Purchaser, any pending or threatened Action against Seller as of the Closing Date, including, without limitation, the Actions disclosed on Schedule 3.14 (and any and all related and derivative actions).

2.8.Contingent Purchase Price.  On the terms and subject to the conditions of this Section 2.8, as contingent consideration for the Assets, Purchaser will pay to Seller a two-year cumulative earnout of an aggregate of up to $10,000,000 (the “Contingent Purchase Price”) based on the achievement of specified targets of Gross Profit of the Byrne Division (the “Targets”) calculated and payable as follows and as modeled in Schedule 2.8:

2.8.1.For the purpose of computing the Contingent Purchase Price due with respect to each of the twelve-month periods ending July 31, 2012 (the “First Target Year”) and July 31, 2013 (the “Second Target Year”), Purchaser will make the computations set forth in Sections 2.8.2(A) and 2.8.2(B), comparing both of the computation methods therein (each a “Computation Method”).  The Computation Method yielding the higher Contingent Purchase Price to Seller for the period in question shall be the Computation Method selected with respect to such period so as to maximize the Contingent Purchase Price over the two-year period ending July 31, 2013 (the “Two-Year Period”); provided, however, that in no event shall the aggregate Contingent Purchase Price payable to Seller hereunder exceed $10,000,000.  For the First Target

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Year the Computation Method set forth in Section 2.8.2(A)(1) is the only applicable method for determining the Contingent Purchase Price.

2.8.2.The Computation Methods are as follows:

(A)Annual Computation Method.

1.First Target Year.  For the First Target Year, if the Gross Profit is:

i.equal to or less than $33,700,000 for such Target Year, the Contingent Purchase Price due to Seller for such Target Year shall be zero ($0);

ii.greater than $33,700,000 and less than $37,400,000 for such Target Year, the Contingent Purchase Price due to Seller for such Target Year will range from $1 to $4,999,999, determined in accordance with Schedule 2.8; and

iii.equal to or greater than $37,400,000 for such Target Year, the Contingent Purchase Price due to Seller for such Target Year will be $5,000,000.

2.Second Target Year. For the Second Target Year, if the Gross Profit is:

i.less than or equal to $42,000,000 for such Target Year, the Contingent Purchase Price due to Seller for such Target Year shall be zero ($0);

ii.greater than $42,000,000 and less than $49,400,000 for such Target Year, the Contingent Purchase Price due to Seller for such Target Year will range from $1 to $4,999,999, determined in accordance with Schedule 2.8; and

iii.equal to or greater than $49,400,000 for such Target Year, the Contingent Purchase Price due to Seller for such Target Year will be $5,000,000.

(B)Cumulative Computation Method.

Two-Year Cumulative Computation. The Contingent Purchase Price for the Two-Year Period shall be computed as follows under this Computation Method:

i.if the aggregate Gross Profit for the Two-Year Period is equal to or less than $75,700,000, the Contingent Purchase Price due to Seller for the Two-Year period shall be zero ($0);

ii.if the aggregate Gross Profit for the Two-Year Period is greater than $75,700,000 and less than $86,800,000, Seller will be entitled to a cumulative Contingent Purchase Price for the Two-Year Period ranging from $1 to $9,999,999 (inclusive of the Contingent Purchase Price, if any,

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paid to Seller for the First Target Year), determined in accordance with Schedule 2.8; and

iii.if the aggregate Gross Profit for the Two-Year Period is equal to or greater than $86,800,000 (the “Maximum Aggregate Target”), Seller will be entitled to a cumulative Contingent Purchase Price for the Two-Year Period of $10,000,000 (inclusive of the Contingent Purchase Price, if any, paid to Seller for the First Target Year).

2.8.3.For purposes of this Section 2.8, “Gross Profit” shall mean, for any Target Year, the difference between Net Sales and Cost of Sales of the Byrne Division during such Target Year determined in accordance with this Section 2.8.3.  For purposes of calculating Gross Profit hereunder, Purchaser shall prepare a statement of the Byrne Division for each Target Year in accordance with GAAP, consistently following the same accounting principles, practices, procedures and classifications utilized by Purchaser for its other businesses (to the extent in compliance with GAAP and other Requirements of Law) setting forth the Net Sales and Cost of Sales.  The term “Net Sales” shall mean the net sales of the Byrne Division (including freight and handling revenue) determined in accordance with GAAP; provided, however, that Net Sales shall exclude revenues from the sale or other disposition of assets not in the Ordinary Course of Business and from transactions accounted for as extraordinary events in accordance with GAAP.  The term “Cost of Sales” shall mean the costs of sales of the Byrne Division determined in accordance with GAAP.  Net Sales and Cost of Sales shall exclude net sales and costs from or associated with (i) the sale or other disposition of assets not in the Ordinary Course of Business, (ii) transactions accounted for as extraordinary events in accordance with GAAP, (iii) any payments by the Byrne Division to Purchaser, Cantel or any of their affiliates for management fees or similar service fees, and (iv) products or services provided by the Byrne Division to Purchaser, Cantel or any of their affiliates (e.g., the Byrne Division’s manufacture of hookups and connectors for Purchaser’s endoscope reprocessors); provided, however, that (a) all sales of Byrne Division products whether by the Byrne Division or another “division” within Purchaser’s Endoscope Reprocessing operating segment and (b) all sales of Seller products (including sales of non-Byrne Division products that are included in the Byrne Division’s sales plan developed following the Closing) shall be included in the calculation of Gross Profit.  Purchaser agrees to develop the Byrne Division’s sales plan in consultation with the Executive (as representative of Seller).  Purchaser further agrees to act in good faith and in a commercially reasonable manner for purposes of computing Gross Profit.  Purchaser and Seller agree that the memorandum of Purchaser to Seller dated as of July 31, 2011, a copy of which is annexed hereto as Schedule 2.8, reflects the intention and agreement of the parties with respect to the Contingent Purchase Price and this Section 2.8.

2.8.4.The Contingent Purchase Price shall be payable as soon as practicable following completion of Purchaser’s annual audited financial statements for the fiscal year ended July 31, but in any event within seventy-five (75) days following the end of each Target Year to which such payment relates; provided, however, that if the Target Computations (as defined in Section 2.8.5) are not accepted by Seller within said time period, the Contingent Purchase Price shall be payable five (5) days following the date the Target Computations (and Targets, if applicable) are finalized in accordance with Section 2.8.6.  Notwithstanding the foregoing to the

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contrary, if during but prior to the end of Second Target Year Purchaser determines that the Maximum Aggregate Target has been achieved, then within forty-five (45) days following the end of the fiscal quarter of Purchaser in which such determination is made, Purchaser shall accelerate and pay to Seller the amount payable under Section 2.8.2(B); provided, however, that if Purchaser subsequently determines, in connection with the preparation of its audited financial statements for its fiscal year ending July 31, 2013, that all or a portion of such accelerated Contingent Purchaser Price payment was not earned by Seller under this Section 2.8, then (i) Purchaser shall promptly provide written notice to Seller describing the overpayment and Purchaser’s calculation thereof and, (ii) subject to the resolution of any dispute in accordance with Section 2.8.5, Seller shall promptly following receipt of such notice refund to Purchaser an amount equal to the overpayment.

2.8.5.Within seventy-five (75) days following the end of each Target Year, Purchaser shall deliver to Seller a detailed computation of Gross Profit for such Target Year, as well as the Two-Year Gross Profit (after the second Target Year) (collectively, the “Target Computations”). Purchaser shall provide computations on a quarterly basis as well.  During the Two-Year Period (and for six months thereafter), Seller and its advisors shall have reasonable access during normal business hours to the Books and Records of the Byrne Division to the extent reasonably necessary to review Purchaser’s determination of the Gross Profit or to determine the periodic progress of the Byrne Division toward the achievement of the Targets.  Within thirty (30) days following receipt of the Gross Profit calculation for a given Target Year, Seller shall give written notice to Purchaser (i) accepting the computations, or (ii) requesting that one or more of the computations be audited or reviewed for accuracy, at Seller’s own expense, by an “SEC qualified” independent accounting firm (the “Accounting Firm”), or (iii) rejecting one or more of the computations. If an audit or review is requested, the Accounting Firm shall be requested to complete the audit or review within forty-five (45) days following the request for an audit or review.  Promptly following any rejection of a computation, or upon the Accounting Firm presenting its audit or review report thereon, Seller and Purchaser shall have twenty-one (21) days to agree on or negotiate a final settlement.  Any claim or dispute between Seller and Purchaser with respect to this Section 2.8 that cannot be resolved within twenty-one (21) days following the commencement of good faith negotiations between the parties shall be submitted to and decided by arbitration in accordance with Section 10.18.  If Seller fails to give Purchaser a notice hereunder within said thirty (30) day period, the Target Computations prepared by Purchaser for the relevant Target Year shall be deemed correct and approved in all respects by Seller.  In the event an audit or review results in any changes in favor of Seller to the Target Computations for a given Target Year, which thereby result in the payment of either (i) any Contingent Purchase Price to Seller (where Purchaser’s Target Computations indicated that no Contingent Purchase Price was payable) or (ii) an increase of more than $50,000 in the amount of a Contingent Purchase Price due to Seller over the amount indicated by Purchaser’s Target Computations), then Purchaser shall be responsible for the full cost and expense of the Accounting Firm in connection with such audit or review.  Notwithstanding anything to the contrary, to the extent that there is no dispute among the parties with respect to the achievement of the Target Computation, the undisputed portion of the Contingent Purchase Price shall be paid to Seller in accordance with the terms of Section 2.8.

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2.8.6.If either (A) (i) changes in GAAP or other Requirements of Law result in the inability of Purchaser to consistently follow the same accounting principles, practices, procedures and classifications for purposes of calculating Gross Profit, (ii) Purchaser implements a sales plan that includes non-Byrne Division products, (iii) Purchaser implements a material change in the Byrne Division during the Target Years (e.g., the acquisition of a business or new product line or other transaction not in the ordinary course of business) or (iv) Purchaser changes the methodology in calculating Gross Profit, and (B) either Purchaser or Seller reasonably believes that such event will either materially facilitate or impede the ability of Seller to obtain or maximize the Contingent Purchase Price, then Purchaser or Seller, as the case may be, shall give prompt notice to the other party of its desire to negotiate a change to the Targets.  Following delivery of such notice appropriate changes to the Targets shall be negotiated in good faith by Purchaser and Seller acting promptly and reasonably so as to preserve as nearly as possible the relative economic benefits of Section 2.8.  In the event that the parties fail to reach an agreement on whether a change to the Targets is warranted or as to the magnitude of any such change, and either Purchaser or Seller believe that such change resulted or would result in either an excessive or deficient payment of the Contingent Purchase Price as contemplated hereunder with respect to the relative economic benefits of the parties, then the provisions for resolution of disputes under Section 2.8.5 shall apply.

2.8.7.From and after the Closing and through each Target Year: (a) Purchaser shall maintain discreet financial records to account for the operations of the Byrne Division to the extent necessary to determine Net Sales, Cost of Sales, and Gross Profit, using the same accounting practices and policies of Purchaser for its other businesses to the extent applicable; provided, however, that for purposes of this Section 2.8 only, where Purchaser’s accounting practices and policies differ with those used by Seller in its 2010 Financial Statements, and both parties’ practices and policies are GAAP compliant, Seller’s practices and policies shall be used; (b) Purchaser shall not take any action that is intended to circumvent or otherwise avoid its obligations to pay the Contingent Purchase Price; and (c) Purchaser shall not undertake any actions to circumvent or manipulate the calculation of Gross Profit in a manner designed to reduce or suspend any payment of the Contingent Purchase Price, including manipulating the timing of capital expenditures, maintenance and repair expenses or other expenses in a manner inconsistent with prior practices of Seller.  Further, Seller and its representatives (including Executive) shall have the right, from time to time, to consult with and obtain relevant information from the officers of Purchaser concerning the operations of the Byrne Division and Seller’s right to any payment of the Contingent Purchase Price.

2.8.8.Notwithstanding anything contained in this Section 2.8 to the contrary, in the event that on or prior to the expiration of the Second Target Year either (i) Executive is terminated by Purchaser without Cause (as defined in the Employment Agreement) or Executive terminates his employment with Purchaser for Good Reason (as defined in the Employment Agreement) or (ii) a “change of control” (defined below) of Purchaser occurs, then:

(A) If the termination or change of control occurs during the First Target Year, then the entire Contingent Purchase Price shall be payable with $5,000,000 payable within 30 days following July 31, 2012, and $5,000,000 payable within 30 days following July 31, 2013; and (B) If the termination or change of control occurs during the Second Target Year, then the amount of the

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Contingent Purchaser Price payable (in addition to the amount to which Seller is entitled pursuant to Section 2.8.2(A) for the First Target Year) shall be the higher of (i) $5,000,000 (without regard to Gross Profits of the Byrne Division in the Second Target Year) or (ii) the amount of the Contingent Purchase Price payable under Section 2.8.2(B) (based on the Byrne Division’s Gross Profits in accordance with Section 2.8.2(B)), with such amount payable within 75 days following July 31, 2013.

For purposes of this Section 2.8.8, the term “change of control” shall mean one transaction or a series of related transactions involving (i) the sale or other transfer (including by an irrevocable, exclusive, worldwide license having a duration of the life of the patents included in such license) of all or substantially all of the assets of Purchaser (other than a transfer to a wholly-owned subsidiary of Purchaser or Cantel), or (ii) a merger, consolidation or stock purchase pursuant to which Cantel or a wholly-owned subsidiary of Cantel does not control a majority of the voting securities of Purchaser immediately after the transaction.

2.9.HSR Notification and Report.  On July 1, 2011, Purchaser and Seller each filed a Notification and Report Form with the FTC and the U.S. Department of Justice in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations thereunder (the “HSR Act”).  The parties acknowledge and agree that the “waiting period” under the HSR Act has terminated.

2.10.Lock-up Agreement; Issuance of Additional Stock Consideration.

2.10.1During the period from the Closing Date and ending at 5:00PM (EDT) on the date on which the Lock-up Period expires, Seller may not directly or indirectly: (i) offer, sell, contract to sell, pledge, transfer, distribute, grant any option to purchase, make any short sale or otherwise dispose of any of the Stock Consideration, or (ii) engage in any transaction the likely result of which would involve a transaction prohibited by clause (i). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to, or could reasonably be expected to lead to, or result in, a sale or disposition of any of the Stock Consideration. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Stock Consideration or with respect to any security that includes, relates to, or derives any significant part of its value from the Stock Consideration.  Following the Lock-up Period, subject to applicable securities laws then in effect, Cantel hereby agrees to remove any legend or notation restricting the sale or transfer of the Stock Consideration, and Cantel shall re-issue such Stock Consideration in certificate form or book entry form without any such legend or notation, as the case may be, to the holder of such Stock Consideration, if (i) such Stock Consideration is registered for resale under the Securities Act, (ii) such Stock Consideration is sold or transferred pursuant to Rule 144 (assuming neither the transferee nor the transferor is an affiliate of Cantel) or Rule 144A promulgated under the Securities Act, or (iii) such Stock Consideration is eligible for sale under Rule 144 promulgated under the Securities Act.  Cantel shall cause its counsel to issue a legal opinion to its transfer agent (currently American Stock Transfer & Trust Company) and any fees (with respect to the transfer agent, counsel to Cantel or otherwise) associated with the issuance of such opinion or the removal of such legend or notation shall be borne by Cantel.

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2.10.2Seller acknowledges that the Stock Consideration will be held in escrow by Cantel during the three-year period following the Closing under the terms of the Stock Escrow Agreement and that the Stock Consideration will not be transferable during the Lock-up Period.  Notwithstanding the Stock Escrow Agreement, Seller will be entitled to all voting rights, dividend rights and other rights associated with stock ownership with respect to the Stock Consideration, subject only to the restrictions described in Section 2.10.1 and the terms of the Stock Escrow Agreement.

2.10.3If on July 31, 2014 the fair market value of the Cantel Shares and any Additional Escrow Property (as such term is defined in Section 2.10.5 below) is not at least $10,000,000 (the amount by which such fair market value is less than $10,000,000 is referred to as the “Equity Shortfall Amount”), calculated in accordance with Section 2.10.4, then Purchaser shall, within ten (10) days following July 31, 2014, at Purchaser’s option, either (i) pay to Seller cash equal to the Equity Shortfall Amount or (ii) cause Cantel, and Cantel hereby agrees in such event, to issue to Seller the number of additional Cantel Shares (the “Additional Stock Consideration”) which result in a fair market value of such shares as of July 31, 2014 (calculated in accordance with Section 2.10.4) equal to the Equity Shortfall Amount.  In no event shall Cantel issue Additional Stock Consideration that, when added to the Stock Consideration, would exceed the maximum number of Cantel Shares that may be issued without approval of Cantel’s shareholders pursuant to Rule 312.03(b) or (c), as applicable, of the NYSE Listed Company Manual (or any replacement provision for such rule), unless Cantel first obtains such approval, in which event, any such excess amount must be paid by Purchaser to Seller in cash.  For the sake of clarity, the occurrence of any claims against the Stock Consideration under the terms of the Stock Escrow Agreement shall in no way impact the payment of cash or issuance of Additional Stock Consideration under this Section 2.10.3.

2.10.4For purposes of Section 2.10.3, the “fair market value” of the Cantel Shares included in the Stock Consideration and in the Additional Stock Consideration (if any) on July 31, 2014, shall be the closing sales price of Cantel Shares (rounded to four decimal places), as reported by the NYSE, on July 31, 2014 multiplied by the applicable number of Cantel Shares. In the event the Additional Stock Consideration is issued to Seller, Purchaser or Cantel shall file a Supplemental Listing Application with the NYSE that covers the Cantel Shares included in the Additional Stock Consideration in accordance with the NYSE rules and regulations.

2.10.5Notwithstanding anything herein to contrary, so long as the Stock Consideration is held in escrow under the terms and conditions of the Stock Escrow Agreement, the Cantel Shares comprising the Stock Consideration shall be deemed to include all securities, cash or other property issued in respect of the such shares (“Additional Escrow Property”) whether by way of stock dividend, stock split, recapitalization, combination or other change in the capital structure of Cantel or as a result of a merger, combination or consolidation of Cantel (except that in no event shall cash dividends be considered Additional Escrow Property unless paid as part of a plan of liquidation of Cantel).

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Article 3
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

In order to induce Purchaser to enter into this Agreement and to purchase the Assets and consummate the other transactions contemplated herein, Seller and the Executive (collectively, the “Seller Parties”) make each of the representations and warranties set forth in this Article 3.  Where any representation or warranty contained in any provision of this Article 3 is expressly qualified by reference to the “knowledge” of the Seller Parties, such term shall mean the actual knowledge, information or belief of any one or more Seller Parties as to the matters that are the subject of such representations and warranties after due inquiry by Executive of officers of Seller and other employees of Seller who have devoted substantial time to the matters covering such representations and warranties.  Each of the Seller Parties, acknowledging that Purchaser is relying on the representations and warranties below, jointly and severally represents and warrants to Purchaser as follows:

3.1.Organization.  Seller is a corporation duly organized, validly existing and subsisting under the laws of its jurisdiction of organization and has the full corporate power and authority to own, lease and operate its assets, properties and business and to carry on its businesses as it is now being conducted.  Per-Form is a limited liability company duly organized, validly existing and subsisting under the laws of its jurisdiction of organization and has the full power and authority to own, lease and operate its assets, properties and business and to carry on its businesses as it is now being conducted.

3.2.Qualification.  Seller is duly qualified as a foreign corporation to transact business in the jurisdictions set forth in Schedule 3.2, which are the only jurisdictions where the nature of its business or the ownership of its assets makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on Seller.  Per-Form is not required to be qualified as a foreign limited liability company in any jurisdiction.

3.3.Authority.  The Seller Parties have all requisite power and authority to execute, deliver and perform this Agreement and have taken all necessary corporate and other necessary action to authorize the execution, delivery and performance by it or him of this Agreement and to consummate the transactions contemplated by this Agreement.  This Agreement has been duly executed and delivered by the Seller Parties, and constitutes legal, valid and binding obligations of each of the Seller Parties enforceable against Seller and the Executive in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.  Any and all consents, approvals and authorizations of the Seller Parties required or necessary to consummate the transaction contemplated by this Agreement have been obtained by the Seller Parties and are identified on Schedule 3.3.

3.4.Capitalization.  Seller’s authorized Capital Stock consists of: One Million (1,000,000) shares of common stock, no par value which consists of One Hundred Thousand (100,000) shares of voting common stock and Nine Hundred Thousand (900,000) shares of non-voting common stock of which Ninety-Nine Thousand Five Hundred (99,500) shares of voting common stock and Eight Hundred Ninety-Five Thousand Five Hundred (895,500) shares of non-

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voting common stock are issued and outstanding as of the date hereof and an additional Five Hundred (500) shares of voting common stock and Four Thousand Five Hundred (4,500) shares of non-voting common stock are held as treasury shares of Seller. No other class of Capital Stock of Seller is authorized or outstanding.  All of the issued and outstanding shares of Seller common stock are (i) owned beneficially and of record by the Persons and in the amounts set forth on Schedule 3.4 and (ii) duly authorized and are legally and validly issued, fully paid and nonassessable.  All of the outstanding treasury shares, if any, are held by Seller.

3.5.Convertible Securities.  There are no outstanding (a) Convertible Securities to acquire or otherwise related to the Capital Stock of Seller or Per-Form; (b) voting trusts or other agreements or understandings with respect to the voting of shares of any class of Capital Stock of Seller or Per-Form, (c) Contracts of any kind relating to the issuance, sale, transfer, and/or assignment of any Capital Stock or Convertible Securities of Seller or Per-Form; or (d) shares of Capital Stock of Seller or Per-Form pledged as collateral to secure any agreement or obligation.

3.6.Subsidiaries.  Per-Form is a wholly-owned subsidiary of Seller. Except for Per-Form and Byrne Medical IC-DISC, Inc., a Delaware corporation (“IC-DISC”), Seller has no Subsidiaries or “variable interest entities” (as such term is used in GAAP) and is not a party to any partnership or joint venture agreement or arrangement.  Seller does not own, directly or indirectly, or have any right or obligation to acquire, any Capital Stock or other equity or ownership interest in or of any corporation, partnership or other Person.  All of the issued and outstanding Capital Stock of Per-Form is owned beneficially and of record by Seller. IC-DISC is a “variable interest entity” and Seller does not have any equity or other ownership interest in IC-DISC.  IC-DISC has no assets and prior to the Closing Date any and all agreements between Seller and IC-DISC have been cancelled.

3.7.Charter Document and Bylaws.  Seller has delivered to Purchaser true, correct and complete copies of the articles of incorporation, articles of formation, bylaws and operating agreement, as the case may be, of each of Seller and Per-Form, and all amendments thereto as of the date hereof.

3.8.No Violation.  Except as set forth on Schedule 3.8, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the articles of incorporation, articles of formation, bylaws or operating agreement, as the case may be, of Seller or Per-Form or will (a) violate, or be in conflict with, or constitute a breach or default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the termination of, or acceleration of the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any Lien upon any property or assets of Seller or Per-Form under, any Contractual Obligation to which a Seller Party or Per-Form is a party or by which a Seller Party or Per-Form is bound, or to which the property of a Seller Party or Per-Form is subject, except where such violation, conflict, breach, default, termination, acceleration or Lien would not have a Material Adverse Effect; or (b) violate any Requirement of Law of any Regulatory Authority to which a Seller Party or Per-Form is subject.

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3.9.No Material Adverse Change.  Except as set forth in Schedule 3.9, since December 31, 2010, each of Seller and Per-Form has conducted its business in all material respects only in the Ordinary Course of Business and there has been no material adverse change in the assets, liabilities, properties, business, prospects or condition, financial or otherwise, of Seller or Per-Form, and to the knowledge of the Seller Parties, no event or condition exists or has occurred that is reasonably likely to have a Material Adverse Effect.

3.10.Tax Matters.

3.10.1.Seller and Per-Form have each filed or caused to be filed (on a timely basis and in the manner prescribed by law) all Tax Returns that are or were required to be filed by it, each of which Tax Returns is true, correct and complete in all material respects.  All Taxes owed by Seller or Per-Form, whether or not shown on any Tax Returns, have been paid when due.

3.10.2.The unpaid Taxes of Seller and Per-Form for all taxable periods (or portions thereof) ending (i) on or before June 30, 2011 did not, as of such date, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the June 2011 Balance Sheets (rather than in any notes thereof) and (ii) on or before the Closing Date will not, as of the Closing Date, exceed that reserve as adjusted to reflect the ordinary operations of Seller after the Balance Sheet Date and through the Closing Date in accordance with the past customs and practice of Seller in filing its Tax Returns.

3.10.3.Except as disclosed in Schedule 3.10, no Tax Return of Seller or Per-Form filed in the past six (6) years has been audited or subjected to similar examination by the relevant Tax authority and no such audit or similar examination is in progress or, to the knowledge of the Seller Parties, threatened.  Neither Seller nor Per-Form has given or been requested to give a waiver or extension (or is or would be subjected to a waiver or extension given by another Person) of any statute of limitations relating to the assessment or payment of any Tax, which waiver or extension has not since expired.  No issue relating to Seller or Per-Form or involving any Tax for which Seller or Per-Form might be liable has been resolved in favor of any Tax authority in any audit or examination that, by application of the same principles, could reasonably be expected to result in a deficiency for Taxes of Seller or Per-Form for any other period. Neither Seller nor Per-Form has participated or engaged in any “reportable transaction” within the meaning of Treasury Regulation Section §1.6011-4 or any corresponding or similar provision of state, local or non-U.S. Tax law.

3.10.4.Except as disclosed in Schedule 3.10, there exists no proposed Tax assessment against Seller or Per-Form and no unresolved claim concerning the Tax liability of Seller or Per-Form has been raised by any Regulatory Authority.

3.10.5.All Taxes which Seller or Per-Form is or was required by Requirement of Law to withhold or collect in connection with amounts (whether in cash or in property, including stock and stock options) paid or owing to any employee, independent contractor,

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creditor, stockholder or other third party have been duly withheld or collected and, to the extent required, have been paid to the proper Regulatory Authority or other Person.

3.10.6.Neither Seller nor Per-Form has (a) ever been a member of an affiliated group filing or required to file a consolidated, combined, or unitary Tax Return for any tax year, (b) ever been a party to or bound by any Tax sharing, indemnification or allocation agreement, (c) any liability for the Taxes of any Person other than Seller or Per-Form under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or agreement, or otherwise, or (d) ever been a party to any joint venture, partnership or other agreement treated as a partnership for Tax purposes.

3.10.7.No written claim has been made by any Regulatory Authority within the six (6) years immediately preceding the Closing Date in a jurisdiction where Seller or Per-Form does not file Tax Returns that it is or may be subject to Tax by that jurisdiction. Seller has never distributed the stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code.

3.10.8.Schedule 3.10 lists all U.S. federal, state, local and foreign income Tax Returns filed by or with respect to Seller or Per-Form for taxable periods ending on or after December 31, 2007.  Seller has delivered to Purchaser true, complete and correct copies of all Tax Returns, audit reports, and statements of deficiencies for each of the last three (3) taxable years filed by or issued to or with respect to Seller or Per-Form (or, insofar as such items relate to such entities, by or to any affiliated, consolidated, combined, or unitary group of which Seller or Per-Form was then a member).  Neither Seller nor Per-Form has, nor has it ever had, a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States and such foreign country.

3.10.9.Neither Seller nor Per-Form has ever made any payments, and is not a party to any agreement or arrangement that under certain circumstances could obligate it to make any payments, that may not be deductible under Section 280G of the Code. There are no liens for Taxes upon the assets of Seller or Per-Form, other than liens for Taxes that are being contested in good faith by appropriate proceedings, all of which are identified on Schedule 3.10 and Permitted Liens.

3.10.10.Seller has elected to be treated as an “S corporation” (within the meaning of Sections 1361 and 1362 of the Code) for U.S. federal income tax purposes commencing with its first taxable year, and such election is effective for all taxable periods of Seller thereafter up to and including the date hereof.  Schedule 3.10 sets forth each state or other local and non-U.S. jurisdiction for which Seller has made or is treated as having made an S corporation (or similar) election and its effective date, and each such election is effective for all taxable periods of Seller thereafter up to and including the date hereof.  Seller will not be liable for any Tax under Code Section 1374 in connection with the sale of the Assets contemplated hereby.  Per-Form is and has been at all times since its inception classified for U.S. federal income Tax purposes, pursuant to Treasury Regulation 301.7701-3, as a disregarded entity that is not separate from its owner, and has not made any election to be classified as an association

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taxable as a corporation for U.S. federal or state Tax purposes.  Per-Form is treated for Tax purposes as a disregarded entity for each state or other local and non-U.S. jurisdiction in which Seller or Per-Form is required to file a Tax Return.

3.11.Compliance with Laws.  Except as set forth in Schedule 3.11, (a) each of Seller and Per-Form is in compliance in all material respects with each Requirement of Law, and since January 1, 2007, neither Seller nor Per-Form has received written notice from any Regulatory Authority alleging a violation by it of any Requirement of Law (i) applicable to it, or its products, services, business, facilities or operations including without limitation regulations promulgated by the FDA, EPA, OSHA or any other Regulatory Authority regulating the industry of Seller or its products or (ii) that otherwise is applicable to it involving the design, manufacture, labeling, testing, inspection, storage, sale, marketing, servicing or distribution of any of its products or services; (b) since January 1, 2007, neither Seller nor Per-Form has received any directives or orders from any Regulatory Authority related to or affecting any of its products, services, business, facilities or operations; and (c) each of Seller and Per-Form has all licenses, consents, franchises, orders, authorizations, notifications, approvals and other permits granted by Regulatory Authorities material to the conduct of its business as presently conducted (collectively, the “Permits”).  All Permits of Seller and Per-Form are listed in Schedule 3.11 and are in full force and effect and in good standing, no violations or defaults exist or have been recorded in respect of any Permit, and no proceeding is pending, or, to the knowledge of the Seller Parties, threatened, to revoke or limit any Permit. Schedule 3.11 also includes a true, correct and complete list of the ISO certifications of Seller and Per-Form (if any), and each of Seller and Per-Form is in compliance with such certifications in all material respects.  Except as set forth in Schedule 3.11, (i) neither Seller nor Per-Form has marketed and is not currently marketing any device or providing any service in violation of the Food, Drug and Cosmetics Act, as amended (the “FDC Act”) and (ii) is in compliance, in all material respects, with all manufacturing and quality assurance standards and other requirements under the FDC Act, FDA regulations and each other Requirement of Law applicable to Seller or Per-Form. There have been no recalls, field notifications, or seizures ordered or, to the knowledge of the Seller Parties, threatened, by any Regulatory Authority with respect to Seller or Per-Form products or services offered or sold by Seller or Per-Form prior to the Closing Date, and neither Seller nor Per-Form has independently engaged in such recalls or field notifications.  Except as set forth in Schedule 3.11, neither Seller nor Per-Form has received any warning letter, Form FDA 483, Section 305 notice or other notice of deficiency from the FDA. Seller has provided Purchaser with true, correct and complete copies of all written documentation provided by the FDA related to recalls, product actions, audits, warning letters and inspections of or related to Seller, Per-Form or their respective products, services, business or operations since January 1, 2007.

3.12.No Consents.  Except for applicable Requirements of Law (including under the HSR Act) and as set forth on Schedule 3.12, no action, consent, approval, order or authorization of, or registration, declaration or filing with, any Regulatory Authority or any other Person is required by Seller in connection with the execution, delivery or performance of this Agreement by the Seller Parties, and the consummation by the Seller Parties of the transactions contemplated hereby.

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3.13.Loan Agreements.  There is no Contract included in the Assets to which Seller or Per-Form is a party that evidences indebtedness of Seller or Per-Form.

3.14.Litigation.  Except as disclosed on Schedule 3.14, (i) there are no outstanding judgments or judicial or attorney liens against any Seller Party or Per-Form, (ii) no Seller Party nor Per-Form is a party to, or, to the knowledge of the Seller Parties, threatened with, any Action, and (iii) neither Seller nor any of the other Seller Parties nor Per-Form is party to any dispute that Seller Parties believe is reasonably likely to be litigated or subject to an Action directly or indirectly involving Seller Party or Per-Form (as a party, a witness or otherwise) or the Business which is reasonably likely to have a Material Adverse Effect.  Except as disclosed on Schedule 3.14, there is no dispute with any Person under a Contract with Seller or Per-Form which (i) has a Material Adverse Effect on Seller or Per-Form, or (ii) to the knowledge of Seller Parties, is reasonably likely to have a Material Adverse Effect on Seller or Per-Form or result in an Action.  Except as disclosed on Schedule 3.14, neither Seller nor Per-Form is a party to or subject to any collective bargaining agreement, and there is no present or, to the knowledge of the Seller Parties, threatened walkout, strike or any other similar occurrence or unfair labor practice charge or complaint with respect to Seller or Per-Form pending before the National Labor Relations Board.  Except as set forth on Schedule 3.14, to the knowledge of the Seller Parties, there are no disputes involving Intellectual Property of Seller or Per-Form, including use of the name “Byrne Medical.”

3.15.Financial Statements.  Schedule 3.15 includes a true, correct and complete copy of the consolidated balance sheet of Seller and Per-Form as at December 31, 2010 and the related combined statements of income, cash flows, and changes in shareholders’ equity, and the notes thereto, for the year ended December 31, 2010 audited by Ernst & Young LLP, whose opinion thereon is included therewith (the “2010 Financial Statements”).  Schedule 3.15 also includes a true, correct and complete copy of the combined balance sheets of Seller and Per-Form as at June 30, 2011 and 2010 and the related combined statements of income, for each of the six month periods then ended (the “Interim Financial Statements”).  The 2010 Financial Statements and the Interim Financial Statements fairly present in accordance with GAAP consistently applied throughout the periods indicated, the financial position, results of operations, cash flows, and changes in shareholders’ equity of Seller and Per-Form, as the case may be, as at the dates and for the periods stated therein on a combined basis. Seller understands and acknowledges that the 2010 Financial Statements and the Interim Financial Statements will be included in a public filing by Cantel following the Closing Date.

3.16.Agreements. Schedule 3.16 contains a true, correct and complete list of all contracts, commitments, instruments, arrangements, understandings, obligations, agreements and other undertakings, whether oral or written of Seller and/or Per-Form (the “Contracts”) that are currently in effect (or will go into effect following the Closing) and are material to Seller and Per-Form, their respective products, services, facilities, operations or the conduct of the Business.  For purposes of this Section 3.16, a Contract that is “material” shall include the following types of Contracts (a) to which Seller or Per-Form is a party or (b) by or to which Seller or Per-Form or either of their assets or properties are bound or subject: (i) Contracts with any current or former officer, director, employee, consultant or shareholder, including, without limitation, all employment agreements, consulting agreements, shareholder agreements, non

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competition agreements and severance agreements with any such Persons; (ii) Contracts with any labor union or association representing any employee; (iii) Contracts (exclusive of purchase orders for products in the ordinary course) for the sale of products or services by Seller or Per-Form in each case in excess of $50,000 per year; (iv) Contracts for the purchase or acquisition of products, materials, supplies, equipment, merchandise, or services by Seller or Per-Form in each case in excess of $50,000 per year (exclusive of purchase orders for raw materials and products in the ordinary course); (v) Contracts for the sale of any of its assets or properties, or for the grant to any Person of any preferential rights to purchase any of its assets or properties, other than in the Ordinary Course of Business; (vi) joint venture agreements relating to its assets, properties or business or by or to which it or its assets or properties are bound or subject; (vii) Contracts under which it agrees to indemnify any Person, share any Tax liability of any Person, or refrain from competing with any Person; (viii) material manufacturing, warehousing, distributorship, representative, management, marketing, sales agency or advertising agreements; (ix) automobile or other vehicle leases; and (x) any other material Contract not made in the Ordinary Course of Business (other than those reflected in any other Schedule) including, without limitation, all agreements with any finder, broker or financial consultant but excluding the engagement of special counsel by Seller for the transactions contemplated by this Agreement.  All of the Contracts set forth in Schedule 3.16 are (except as set forth in said Schedule) in full force and effect in accordance with their respective terms, and neither Seller nor Per-Form is in default, and no condition exists that with notice or lapse of time or both would constitute a default by Seller or Per-Form, in any material respect, under any of them, and, to the knowledge of the Seller Parties, no other party to any such Contract is in default in any material respect thereunder, and no condition exists that with notice or lapse of time or both would constitute a default in any material respect by such other party.  On the date hereof, neither Seller nor Per-Form is a party to or bound by any Contracts (other than those identified on a Schedule to this Agreement) that to the knowledge of Seller Parties either individually or in the aggregate have or is likely to have a Material Adverse Effect on Seller or Per-Form.

To the extent Contracts are evidenced by documents, true and complete copies have been delivered or made available to Purchaser.  To the extent Contracts are not evidenced by documents, written summaries have been delivered or made available to Purchaser.

3.17.Real Estate; Leases.

3.17.1.Schedule 3.17 sets forth a true, correct and complete list of: (i) all real property owned in fee by Seller or Per-Form (the “Real Property”), (ii) all real property owned in fee directly or indirectly by the Executive or one or more shareholders of Seller or other affiliates of a Seller Party that is used in the Business, (iii)  all leases, subleases or other agreements under which Seller or Per-Form is a lessor or lessee of any real property or interest therein (the “Leases”); (iv) all options held by Seller or Per-Form or Contractual Obligations on the part of Seller or Per-Form to purchase or acquire any interest in real property; and (v) all options granted by Seller or Per-Form to sell or dispose of any interest in real property.  Schedule 3.17 includes, without limitation, the location of the property, the names of the lessor (or owner) and lessee or optionor and optionee, as the case may be, and any affiliation or other association between Seller or Per-Form and the lessor and lessee or optionor and optionee, as the case may be.  Seller’s and Per-Form’s respective principal physical plants and facilities are in good working condition and

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repair, and are substantially sufficient for the conduct of its business as presently conducted.  No condemnation proceeding is pending or, to the knowledge of the Seller Parties, threatened which would preclude or materially impair the use of any material property leased to or from Seller or Per-Form or owned by Seller or Per-Form.  Neither Seller nor Per-Form has received any written notice that it is in violation of any material zoning regulation or requirement relating to any material property leased to or from Seller or Per-Form.

3.17.2.With respect to the Leases, except as set forth in Schedule 3.17:

(a)a true, correct and complete copy of each Lease has been delivered to Purchaser together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery;

(b)each Lease is valid and in full force and effect.  With respect to Seller’s or Per-Form’s performance under a Lease, no material default, or event which, with notice or lapse of time or both, would constitute a default, in any material respect by Seller or Per-Form, has occurred thereunder;

(c)the transactions contemplated by this Agreement do not require the consent of any party of any Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;

(d)neither Seller’s nor Per-Form’s possession and quiet enjoyment of any leased real estate under any Lease has been disturbed and there are no disputes with respect to any Lease;

(e)no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full;

(f)neither Seller nor Per-Form owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease;

(g)neither Seller nor Per-Form has subleased, licensed or otherwise granted any Person the right to use or occupy any leased real estate or any portion thereof; and

(h)neither Seller nor Per-Form has collaterally assigned or granted any other Lien in any Lease or any interest therein.

3.17.3.The real estate owned or leased by each of Seller and Per-Form is (i) in all material respects free of contamination from any substance or material presently identified as toxic or hazardous by any Environmental Law, and neither Seller nor Per-Form has caused or suffered to occur a material spillage or other discharge of any Hazardous Substance or otherwise conducted operations which could reasonably lead to the imposition of any Lien upon any real property owned or leased by Seller or Per-Form or any material fine upon Seller or Per-Form

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pursuant to any Environmental Law and (ii) is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”). Neither Seller nor Per-Form has received any written notice of violation of any Real Property Law.

3.18.Officers, Directors and Employees.  Schedule 3.18 sets forth as of a date not prior to June 30, 2011 the name and total annual compensation, including salary, bonuses and other benefits, of each director, officer, employee and consultant of Seller and/or Per-Form.  From said date through the date hereof there has been no material change in the amount of compensation attributable to any Person on Schedule 3.18 and such schedule remains accurate in all material respects on the date hereof.  Except as disclosed in Schedule 3.18, neither Seller nor Per-Form is a party to any Contractual Obligation that could obligate Seller or Per-Form to pay severance or other similar compensation to an officer, director, employee or other Person solely as a result of the transactions contemplated hereunder and there is no present or, to the knowledge of the Seller Parties, threatened walkout, strike or any other similar occurrence.

3.19.Accounts Receivable.    Except as disclosed in Schedule 3.19, and subject to reasonable allowances for bad debts as therein provided, all accounts receivable reflected on the June 2011 Balance Sheets and all accounts receivable arising subsequent to June 30, 2011 have arisen in the Ordinary Course of Business, have been collected or, to the knowledge of the Seller Parties, are collectible in the aggregate recorded amounts thereof in accordance with their terms subject to reserves for bad debts which, to the knowledge of the Seller Parties, are reasonably adequate, and are owned by Seller or Per-Form, as the case may be, free and clear of any Lien.  Schedule 3.19 is comprised of accounts receivable schedules of each of Seller and Per-Form as of June 30, 2011, on an aging basis, that are true, correct and complete in all material respects.  Except as disclosed on Schedule 3.19, no customer is given “most favored nation” treatment with respect to payment terms, discounts and related incentives.

3.20.Fixed Assets and Depreciation.  Schedule 3.20 represents as of June 30, 2011 (i) a listing of all plant, machinery, equipment, leasehold improvements, vehicles, structures, any related capitalized items and other tangible property material to the business of Seller or Per-Form and which is treated by Seller or Per-Form as depreciable or amortizable property (“Tangible Property”), and (ii)  the related accumulated depreciation or amortization.

3.21.Intellectual Property.

3.21.1.Each of Seller and Per-Form solely owns or is licensed to use and transfer to Purchaser, pursuant to a valid and enforceable written license, sublicense, agreement or permission or otherwise, all Intellectual Property that, to the knowledge of the Seller Parties, is necessary or desirable for the operation of its business as currently conducted and as presently proposed to be conducted or which relate to the research, development, manufacture, use or sale of any of their respective products.  Each item of such Intellectual Property owned or used by each of Seller and Per-Form and necessary to make each of the present and presently contemplated products of Seller or Per-Form to practice all of its present and presently

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contemplated processes and to conduct its present and presently contemplated business are included in the Assets and are accurately identified in Schedule 3.21.

3.21.2.Each of Seller and Per-Form has taken all necessary and desirable action to maintain and protect each item of Intellectual Property that it owns or uses and has timely made all payments of fees or other costs due with respect to the maintenance of the Patents and Trademarks.  No such payments, fees or other expenses are outstanding as of the Closing Date.

3.21.3.All Intellectual Property transferred to Purchaser pursuant to this Agreement by either Seller or Pre-Form shall be free and clear of any Lien (other than Permitted Liens) created by or imposed upon Seller or Per-Form unless otherwise disclosed in Schedule 3.21.

3.21.4.To the knowledge of the Seller Parties, neither Seller nor Per-Form have interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties in the operation of Seller’s and Per-Form’s businesses as currently conducted and as presently proposed to be conducted.  Neither Seller nor Per-Form has received or been notified of any charge, complaint, action, proceeding, claim, demand or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that either Seller or Per-Form must license or refrain from using any Intellectual Property rights of any third party).  Except as disclosed in Schedule 3.21, to the knowledge of Seller and Per-Form, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights necessary or desirable for the operation of the business of either Seller or Per-Form or which relate to the research, development, manufacture, use or sale of any of their respective products.

3.21.5.Schedule 3.21 identifies each Patent that has been issued to or filed by Seller or Per-Form with respect to any of its Intellectual Property, and each license, sublicense, agreement, or other permission either Seller or Per-Form has granted to any third party with respect to any of its Patents (together with any exceptions to such license, sub-license, agreement or permission).  Seller and Per-Form each has delivered to Purchaser correct and complete copies of: (i) all such Patents, (ii) all licenses, sublicenses, agreements, permissions, and any amendments thereto, and (iii) all other written documentation evidencing ownership and prosecution (if applicable) of each such Patent including, without limitation, any opinions of counsel regarding enforceability, scope, validity or freedom to operate.

3.21.6.Schedule 3.21 also identifies each Trademark owned by, registered to, applied for, or used by Seller or Per-Form and each license, sublicense, agreement, or other permission either Seller or Per-Form has granted to any third party with respect to any of its Trademarks (together with any exceptions to such license, sub-license, agreement or permission).  Seller and Per-Form each has delivered to Purchaser correct and complete copies of: (i) all such Trademarks, (ii) all licenses, sublicenses, agreements permissions and any amendments thereto, and (iii) all other written documentation evidencing ownership and prosecution (if applicable) of each such Trademark.

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3.21.7.Schedule 3.21 also identifies (i) each computer software item (other than commercially available off-the-shelf software purchased or licensed for less than a total of $1,000 in the aggregate), and each copyrighted work that is owned by, registered to, or used by either Seller or Per-Form and is necessary or desirable for the operation of each of its businesses as currently conducted and as presently proposed to be conducted, (ii) each registration or application for registration therefore, and (iii) each license, sublicense, agreement, or other permission either Seller or Per-Form has granted to any third party with respect to any of each of its Intellectual Property (together with any exceptions to such license, sub-license, agreement or permission).  Seller and Per-Form each has delivered or has made available to Purchaser correct and complete copies of: (i) all such copyright applications and registrations, and renewals thereof or modifications thereto, (ii) all licenses, sublicenses, agreements permissions and any amendments thereto, (iii) all other written documentation evidencing ownership and prosecution (if applicable) of each such application, registration, renewal or modification; (iv) and copies of executable and source codes for each item of software.

3.21.8.Except as disclosed in Schedule 3.21, neither Seller nor Per-Form has received any written notice of any claims by any Person, (i) to the effect that the manufacture, sale or use of any product, invention, process, technology, software or know how as now used or offered by Seller or Per-Form infringes on any rights in one or more third parties’ intellectual property or trade secrets, (ii) against the use by Seller or Per-Form of any Trademarks or Patents, (iii) against the use by Seller or Per-Form of any software, copyrighted or uncopyrighted works that either are necessary or desirable for the operation of each of its businesses as currently conducted and as presently proposed to be conducted, or (iv) challenging or questioning the ownership, use, validity or enforceability of any of the Intellectual Property.

3.21.9.Except as disclosed on Schedule 3.21, with respect to each item of Intellectual Property required to be identified in Schedule 3.21 that is owned by or registered to either Seller or Per-Form:

(a)Seller or Per-Form each owns and possesses all right, title and interest in and to the item, free and clear of any Liens (other than Permitted Liens), license, or other restriction or limitation regarding use or disclosure;

(b)The item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(c)No complaint, action, proceeding or claim is pending, or, to the knowledge of Seller and Per-Form, is threatened which challenges the legality, validity, enforceability, use or ownership of the item;

(d)Neither Seller nor Per-Form has agreed to indemnify, defend or hold harmless any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item;

(e)All individuals who have performed research or developed or contributed to the generation of the Intellectual Property or its reduction to practice on behalf of

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Seller or Per-Form and who have or had an obligation to assign its inventions and intellectual property rights to Seller or Per-Form have assigned to Seller or Per-Form all such inventions and other intellectual property rights arising from such research and development; and

(f)No loss or expiration of the item is threatened, pending, or reasonably foreseeable, except for (i) Patents expiring at the end of their statutory terms (and not as a result of any act or omission by Seller or Per-Form, including, without limitation, a failure by Seller or Per-Form to pay any required maintenance fees), (ii) copyrights expiring at the end of their statutory terms, and (iii) trademarks being abandoned or lost by virtue of non-use or registrations being cancelled by failure to make required filings under Sections 8 and 9 of the Lanham Act.

3.21.10.Schedule 3.21 identifies each item of Intellectual Property that any third party owns and that Seller or Per-Form uses pursuant to license, sublicense, agreement, or permission. Seller and Per-Form each has delivered to Purchaser true, correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date).  With respect to each license, sublicense, agreement or permission required to be identified in Schedule 3.21:

(a)the license, sublicense, agreement or permission is legal, valid, binding, enforceable and in full force and effect;

(b)the license, sublicense, agreement or permission will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummations of the transactions contemplated hereby;

(c)No party to such license, sublicense, agreement or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder;

(d)No party to the license, sublicense, agreement or permission has repudiated any provision thereof;

(e)With respect to each sublicense, the representations and warranties set forth in subsections (a) through (d) above are true and correct with respect to the underlying license;

(f)Neither the license, sublicense, agreement or permission, nor the Intellectual Property that is the subject thereof, are subject to any outstanding injunction, judgment, order, decree, ruling or charge; and

(g)No complaint, action, proceeding or claim is pending, or, to the knowledge of Seller and Per-Form, is threatened which challenges the legality, validity, enforceability of the license, sublicense, agreement or permission, nor the Intellectual Property that is the subject thereof; and

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3.21.11.Neither Seller not Per-Form has granted any sublicense or similar right with respect to said license, sublicense, agreement or permission.

3.22.Products.  Seller has made available to Purchaser, or has furnished Purchaser with, representative information describing its products and services and Per-Form’s products and services.  Except for Contracts listed in Schedule 3.16, neither Seller nor Per-Form has any Contractual Obligations pursuant to which it is obligated to purchase inventory, parts or components and which is not terminable by Seller or Per-Form without any material payment, charge or delay.

3.23.Title to Assets; Liens.  Each of Seller and Per-Form owns outright and has good, valid, marketable and indefeasible title to all of its assets which it purports to own (tangible and intangible, real, personal or mixed), including, without limitation, all of the Tangible Property reflected on the June 2011 Balance Sheets, in each case free and clear of any Lien, except as disclosed on Schedule 3.23, assets and properties disposed of, or subject to purchase or sales orders, in the Ordinary Course of Business since the Balance Sheet Date, and Permitted Liens.  The Assets constitute all of the assets of Seller and Per-Form necessary for or material to the operation of the Business in the manner conducted immediately prior to the Closing Date.

3.24.Accounts Payable.  Schedule 3.24 is comprised of accounts payable schedules, on an aging basis, of each of Seller and Per-Form as of June 30, 2011 that are true, correct and complete in all material respects.

3.25.Liabilities.  As at the date of this Agreement, neither Seller nor Per-Form has Liabilities that were not adequately accrued, reserved for or reflected (in accordance with GAAP) in the June 2011 Balance Sheets, except for Liabilities of Seller or Per-Form (i) incurred since the Balance Sheet Date in the Ordinary Course of Business, (ii) disclosed on Schedule 3.25 or (iii) immaterial Liabilities as to which the Seller Parties have no knowledge and as to which Purchaser is not assuming and can have no vicarious liability or other liability or obligation as a matter of law. Except as set forth on Schedule 3.25, as of the date hereof, neither Seller nor Per-Form has Liability associated with any deferred compensation obligation for past or present officers or employees of Seller or Per-Form.

3.26.Suppliers and Customers.  Except as set forth on Schedule 3.26, to the knowledge of the Seller Parties, the business relationships of Seller and Per-Form with its respective suppliers and customers are good.  Except as set forth on Schedule 3.26, since January 1, 2011, no (i) supplier of products sold or utilized by Seller or Per-Form, the loss of which could have a Material Adverse Effect, or (ii) customer who accounted for more than $100,000 of sales of products or services of Seller or Per-Form during the fiscal year ended December 31, 2010 or is reasonably expected to account for more than $100,000 of such sales during the twelve months ending December 31, 2011, has cancelled or otherwise terminated, or threatened in writing to cancel or otherwise terminate, its relationship with Seller or Per-Form, or has advised Seller or Per-Form that it intends to reduce its purchases of products or services from Seller or Per-Form, or sales of products or services to Seller or Per-Form, such that it would reasonably be expected to have a Material Adverse Effect.  Schedule 3.26 sets forth a current list

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of the ten largest suppliers and service providers and customers of each of Seller and Per-Form with the amount of purchases or sales during the six months ended June 30, 2011.

3.27.Employee Benefit Plans.

3.27.1.Schedule 3.27 hereto contains a complete list of “Plans” consisting of each:

(a)“multiemployer pension plan,” as defined in Section 3(37) of ERISA, to which Seller (or any entity that is treated as a single employer with Seller under Section 414(b), (c), (m) or (o) of the Code (“Common Control Entity”)) contributes or is required to contribute, or with respect to which Seller or a Common Control Entity has any liability (the foregoing plans and any additional multiemployer pension plan to which Seller or any Common Control Entity has previously contributed or been required to contribute at any time after September 25, 1980 (the “Multiemployer Plans”);

(b)“employee welfare benefit plan,” as defined in Section 3(l) of ERISA, sponsored or maintained by Seller or any Common Control Entity, or to which Seller or any Common Control Entity contributes or is required to contribute, including each multiemployer welfare plan (“Welfare Plan”);

(c)“employee pension benefit plan,” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), sponsored or maintained by Seller or any Common Control Entity or to which Seller or any Common Control Entity contributes or is required to contribute (“Pension Plan”); and

(d)any other bonus, deferred or incentive compensation, pension, profit-sharing, retirement, stock purchase, stock grant, stock option, disability, sick pay, salary continuation, cafeteria, flexible spending account, dependent care assistance, or any other fringe benefit plan, arrangement or practices, other than normal payroll practices and policies concerning holidays and vacations, sponsored or maintained by Seller, whether formal or informal (collectively, “Employment Plans”).

3.27.2.There are no “accumulated funding deficiencies,” as defined in Section 302(a)(2) of ERISA and Section 412 of the Code, whether or not waived, with respect to any of the Pension Plans.

3.27.3.The June 2011 Balance Sheet reflects, to the extent required by GAAP as consistently applied by Seller, an accrual of all accrued but unpaid contributions to any Pension Plan and Multiemployer Plan, and an accrual of all amounts accrued but unpaid under the Welfare Plans and the Employment Plans, all as of the date thereof.

3.27.4.Each Pension Plan and each related trust agreement, annuity contract, or other funding instrument, is qualified and tax exempt under the provisions of Sections 401(a) (or 403(a) as appropriate) and 501(a) of the Code, and a determination letter has been received from the Internal Revenue Service as to such qualified status.

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3.27.5.Each Plan complies in all material respects with all applicable laws (including to the extent applicable, without limitation, the Code and ERISA) and is operated in accordance with its terms, except where such non-compliance would have no Material Adverse Effect.  Seller maintains no nonqualified Pension Plan that is subject to Section 409A of the Code.

3.27.6.Each of Seller and any Common Control Entity has paid all premiums (and interest charges and penalties for late payment, if applicable), due heretofore to the Pension Benefit Guaranty Corporation (“PBGC”) with respect to each Pension Plan.  There has been no “reportable event,” as defined in Section 4043(b) of ERISA and the PBGC regulations under that Section, with respect to any Pension Plan as to which notice has not been waived under applicable PBGC regulations.  No liability to the PBGC has been incurred by Seller or any Common Control Entity, on account of the termination of any Pension Plan.  The PBGC has not instituted proceedings to terminate any Pension Plan and, to the knowledge of the Seller Parties, there exists no condition or set of circumstances which could reasonably be expected to present a significant risk of the termination of any Pension Plan by the PBGC.

3.27.7.Neither Seller nor any Common Control Entity has withdrawn from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 and 4205 of ERISA, respectively.

3.27.8.True and complete copies of each of the following documents have been delivered by Seller to Purchaser: (i) each Welfare Plan, each Pension Plan and each Multiemployer Plan, related trust agreements, annuity contracts, or other funding instruments; (ii) each Employment Plan and complete descriptions of any such plans that are not in writing; (iii) the most recent determination letter issued by the Internal Revenue Service with respect to each Pension Plan; (iv) Annual Reports on Form 5500 Series required to be filed with any governmental agency for each Welfare Plan and each Pension Plan for the two most recent plan years; and (v) all actuarial reports prepared for the last two available plan years for each Pension Plan.

3.27.9.Except as described on Schedule 3.27, neither Seller nor any Welfare Plan or Employment Plan is obligated to make any payment of post-retirement life, accidental death, medical or disability insurance benefits of any type, excluding, for this purpose, the provisions of any such benefit as a result of an individual’s exercise of his or her health care continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, to or with respect to any former employee of a Seller.

3.28.Insurance.  Schedule 3.28 lists as of the date hereof all policies or binders of property, fire, liability (including product liability), fiduciary, crime, employment practices, umbrella, medical, workmen’s compensation, business interruption, disability, vehicular, casualty, directors and officers liability, title or other insurance held by or on behalf of Seller or Per-Form (specifying the insurer, the policy number or covering note number with respect to binders, the amount of coverage thereunder, the type of policy (i.e., whether “claims made” or “occurrence” based) and describing each pending claim thereunder other than routine claims for coverage under any group medical plan insurance policy of Seller or Per-Form).  Such policies

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and binders are in full force and effect.  The applications and related information provided by Seller or Per-Form to obtain such policies and binders was true, accurate and complete in all material respects at the time provided.  Neither Seller nor Per-Form has failed to give any material notice or present any material claim under any such policy or binder in a due and timely fashion.  Except for claims disclosed in Schedule 3.28 and routine medical claims, there are no outstanding unpaid claims under any such policy or binder.  Neither Seller nor Per-Form has received a notice of cancellation or non renewal of any such policy or binder and there is no material inaccuracy in any application for any such policy or binder, failure to pay premiums when due or other similar state of facts which would form the basis for termination of any such insurance.  Schedule 3.28 contains a description of the loss history since January 1, 2009 under each of the policies of insurance of Seller or Per-Form as well as any predecessor policies.

3.29.Operations of Seller.  Except as disclosed in Schedule 3.29, since June 30, 2011, neither Seller nor Per-Form has:

3.29.1.amended its articles of incorporation, articles of formation, bylaws or operating agreement, as the case may be, or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any shares of its Capital Stock or changed or agreed to change in any manner the rights of its outstanding Capital Stock or, in any material manner, the character of its business;

3.29.2.issued or sold or purchased any Convertible Securities, or entered into any Contracts to issue or sell or purchase, any shares of its Capital Stock;

3.29.3.entered into or amended any material employment agreement, entered into any agreement with any labor union or association representing any material employee or entered into or amended any Plan;

3.29.4.incurred any indebtedness for borrowed money except nonmaterial items incurred in the Ordinary Course of Business which do not exceed $50,000 individually, or $100,000 in the aggregate, (treating Liabilities arising from any single transaction or a series of similar transactions, and all periodic installments or payments under any Lease or other Contract providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves not in accordance with GAAP or entered into any lease or sublease of real property or exercised any purchase options or rights of first refusal contained in any of the Leases except in the Ordinary Course of Business;

3.29.5.waived any right of material value of its business other than in the ordinary course of its business;

3.29.6.made any change in its accounting methods or practices from those reflected in the 2010 Financial Statements;

3.29.7.except as disclosed in Schedule 3.29.7, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to its officers,

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directors, or employees in excess of 10% in the aggregate of any accrual for or commitment or agreement to make or pay the same;

3.29.8.except for loans that have been repaid on or before the Closing, made any loan or advance to any of its officers, directors, shareholders or employees in excess of $1,000 individually or $5,000 in the aggregate, other than travel and petty cash advances made in the Ordinary Course of Business;

3.29.9.made any payment or commitment to pay any severance or termination pay to any of its officers, directors, or employees;

3.29.10.entered into any lease or sublease or sold, abandoned or made any other disposition of any of its material assets or properties, or granted or suffered any Lien on any of its material assets or properties;

3.29.11.entered into or amended any Contract pursuant to which it agrees to refrain from competing with any party;

3.29.12.except for inventory, supplies or equipment acquired in the Ordinary Course of Business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other entity that is material to Seller or Per-Form;

3.29.13.entered into any transaction (other than de-minimus transactions) other than in the Ordinary Course of Business;

3.29.14.sold, transferred, assigned or otherwise disposed of any assets, property or portion of its business that is material to Seller or Per-Form;

3.29.15.paid, discharged or satisfied any material Liabilities other than the payment, discharge or satisfaction in the Ordinary Course of Business of Liabilities reflected on or reserved against on the June 2011 Balance Sheets or incurred in the Ordinary Course of Business since the Balance Sheet Date; or

3.29.16.made or changed any election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, entered into any closing agreement, settled any claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes.

3.29A.Ordinary Course Operations.  The net asset value of Seller as at August 1, 2011 is not less than the net asset value of Seller on March 31, 2011, with net asset value defined as the sum of the Seller’s accounts receivable and inventory less accounts payable (calculating the net asset value as at August 1, 2011 in a manner consistent with the calculation as at March 31, 2011).  Since March 31, 2011, Seller has operated the Business in the Ordinary Course of Business and has not, in any material respect, acted affirmatively to accelerate collections of accounts receivables or postpone the payment of accounts payable.

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3.30.Potential Conflicts of Interest.  Except as described in Schedule 3.30, to the knowledge of the Seller Parties, no officer, director, employee, consultant or shareholder of Seller or Per-Form or any “family member” of any such Person directly or indirectly, individually or collectively: (i) owns any interest in (excepting not more than 3% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee, consultant or shareholder of, any entity that is a competitor, lessor, lessee, customer or supplier of Seller, Per-Form or Purchaser (or any of their respective affiliates); (ii) has any interest in any material property or assets of Seller or Per-Form (except in his or her capacity as a shareholder of Seller); (iii) owns or has any interest in any Intellectual Property used by Seller or Per-Form; (iv) has any cause of action or other claim whatsoever against, or owes any material amount to, Seller or Per-Form, except for claims in the ordinary course of business (such as for accrued vacation pay, expense advances and similar matters), or (v) has since June 30, 2011, loaned money to Seller or Per-Form or has received any loans from Seller or Per-Form.  The term “family member” as used herein means father, mother, husband, wife, son, daughter, sister, brother, uncle, aunt, nephew, niece, first cousin, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, or daughter-in-law.

3.31.Inventories.  Except as set forth on Schedule 3.31(A), all of the inventories of each of Seller and Per-Form are usable and saleable in the Ordinary Course of Business by Seller and Per-Form, and are in compliance with each applicable Requirement of Law in all material respects.  Schedule 3.31(B) is a true, correct and complete listing of Seller’s and Per-Form’s inventories as of June 30, 2011.

3.32.Absence of Certain Commercial Practices.  Neither Seller, Per-Form, Executive, any director, partner, officer, employee, nor, to the knowledge of Executive, any shareholder, agent or other Person acting on behalf of Seller or Per-Form has (a) given or agreed to give any gift or similar benefit of more than nominal value to any customer, supplier, or governmental employee or official of any other Person who is or may be in a position to help or hinder Seller or Per-Form or assist Seller or Per-Form in connection with any proposed transaction, which gift or similar benefit, if not given in the past, might have materially and adversely affected the business or prospects of Seller or Per-Form or (b) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others.  Neither Seller, Per-Form, Executive, any director, officer, employee, nor, to the knowledge of Executive, any shareholder, agent or other Person acting on behalf of Seller or Per-Form has accepted or received or made any unlawful contributions, payments, gifts or expenditures.

3.33.Environmental Matters.

3.33.1.Each of Seller and Per-Form (i) is and at all times has been in material compliance with all applicable Environmental Laws, and (ii) has obtained, and is in compliance with, all material permits, licenses, authorizations, registrations and other governmental consents required by applicable Environmental Laws (“Environmental Permits”), and has made all appropriate filings for issuance or renewal of such Environmental Permits.  Each such Environmental Permit is listed in Schedule 3.33 and is in full force and effect and shall be maintained in full force and effect by Seller and Per-Form through the Closing Date in

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accordance with Environmental Law.  With respect to any such Environmental Permits that are transferable, each of Seller and Per-Form has undertaken or will undertake, prior to the Closing Date, all measures reasonably necessary to facilitate transfer of the same to Purchaser, as directed by Purchaser, and neither Seller nor Per-Form is aware of any condition, event or circumstance that might prevent or materially impair the transfer of the same, and neither has received any notice regarding any material adverse change in the status or terms or conditions of such Environmental Permits.

3.33.2.Except as described in Schedule 3.33, there are no written claims or notices (including notices that Seller or Per-Form (or any person whose liability has been retained or assumed contractually by either of them) is or may be a potentially responsible person or otherwise liable in connection with any site or other location containing Hazardous Substances or used for the storage, handling, treatment, processing, disposal, generation or transportation of Hazardous Substances), or any Action pending or, to the knowledge of the Seller Parties, threatened, that are based on or related to any Environmental Matters relating to Seller or Per-Form.

3.33.3.No Hazardous Substances have been spilled, discharged, leaked, emitted, injected, disposed of, dumped or released by Seller or Per-Form any other Person in quantities that require (or upon discovery would require) notification to any Regulatory Authority or investigation or response under any Environmental Law, on, at, beneath, above, or into any of the real property currently or formerly owned, leased or operated by Seller or Per-Form, or any predecessor of Seller or any of its affiliates.

3.33.4.No site as to which Seller has disposed of, transported, or arranged for the transportation of, any Hazardous Substances, has been listed on, or proposed for listing on, the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”) list, or any comparable list of properties to be investigated and/or remediated in the United States (or any state or other subdivision thereof).

3.33.5.There are no present or, to the knowledge of the Seller Parties, past conditions, events, activities, practices, incidents, actions, omissions or plans that may (i) materially interfere with or prevent continued compliance by Seller or Per-Form with Environmental Laws and the requirements of Environmental Permits or (ii) give rise to any material liability or other obligation under any Environmental Laws.

3.33.6.Each of Seller and Per-Form has provided to Purchaser and listed in Schedule 3.33: (i) all environmental reports, studies, audits, sampling data, site assessments, risk assessments, economic models, and other similar documents with respect to the Business, the Assets or any real property currently or formerly owned, leased, or operated by either Seller or Per-Form which are in the possession or control of Seller or Per-Form, and (ii) all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste, or otherwise insure compliance with current or future Environmental Laws (including without limitation, cost of remediation, pollution control equipment and operational changes).

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3.34.Full Disclosure.  To the actual knowledge of Executive without inquiry, no representations or warranties made by a Seller Party in this Agreement, and no statements of a Seller Party contained in any document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein or therein not misleading (in each case of the date hereof).

3.35.Accredited Investor; Investment Intent.  Seller qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act.  Seller is acquiring the Cantel Shares included in the Stock Consideration for its own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof, and it has no present intention of distributing or selling such Cantel Shares.  Seller understands that the Cantel Shares have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and hereby agrees not to make any sale, transfer or other dispositions of such Shares unless either (i) such Cantel Shares have been registered under the Securities Act and all applicable state and other securities laws and any such registration remains in effect or (ii) registration is not required under the Securities Act or applicable state securities laws with respect to such sale, transfer or other disposition.

Article 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER

In order to induce the Seller Parties to enter into this Agreement and to consummate the other transactions contemplated herein, Purchaser makes each of the representations and warranties set forth in this Article 4.  Where any representations or warranties contained in any provision of this Article 4 is expressly qualified by reference to the “knowledge” of Purchaser, such term shall mean the actual knowledge, information and belief of one or more officers or directors of Purchaser as to the matters that are subject of such representations and warranties.  Subject to the foregoing, Purchaser hereby represents and warrants to Seller as follows, as of the date hereof:

4.1.Organization of Purchaser.  Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Minnesota and has the corporate power and lawful authority to own, lease and operate its assets, properties and business and to carry on its business in all material respects as now conducted.

4.2.Qualification.  Purchaser is duly qualified as a foreign corporation to transact business in each jurisdiction where the nature of its business or the ownership of its assets makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on Purchaser.

4.3.Authority.  Purchaser has all requisite power and authority to execute, deliver and perform this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Agreement, and to consummate the transactions contemplated by this Agreement.  This Agreement has been duly executed and delivered by Purchaser and constitutes legal, valid and binding obligations of Purchaser, enforceable against

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Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

4.4.No Violation.  Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the articles of incorporation or bylaws of Purchaser or will (a) violate, or be in conflict with, or constitute a breach or default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or result in the termination of, or acceleration of the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any Lien upon any property or assets of Purchaser under any Contractual Obligation to which Purchaser is a party or by which Purchaser is bound, or to which the property of Purchaser is subject, except where such violation, conflict, breach, default, termination, acceleration or Lien would not have a Material Adverse Effect; or (b) violate any Requirement of Law of any Regulatory Authority to which Purchaser is subject, except where such violation would not have a Material Adverse Effect.

4.5.No Consents.  Except for applicable requirements of the Securities Act, the Exchange Act, the HSR Act, the NYSE and state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Regulatory Authority or any other Person (other than Purchaser’s senior bank lenders) is required by Purchaser or Cantel in connection with the execution, delivery or performance of this Agreement by Purchaser or the consummation by Purchaser of any of the transactions contemplated hereby.

4.6.Public Reports; Compliance.  Purchaser has advised the Seller Parties that a copy of the Annual Report of Cantel (the sole shareholder of Purchaser) on Form 10-K for the fiscal year ended July 31, 2010, and all other reports required to be or otherwise filed by it since July 31, 2010 with the Securities and Exchange Commission, are available on Cantel’s website.  None of such reports of Cantel contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (in each case as of the date thereof).

4.7.Litigation.  There are no Actions pending or, to the knowledge of Purchaser, threatened against Purchaser that individually or in the aggregate could reasonably be expected to have a material adverse effect or materially interfere with Purchaser’s ability to consummate the transactions contemplated hereby. To the knowledge of Purchaser, there is no fact, event or circumstance now in existence that reasonably could be expected to give rise to any Action that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on, or materially interfere with, Purchaser’s ability to consummate the transactions contemplated hereby.

4.8.Cantel Shares; NYSE Listing.  The shares of Cantel’s common stock included in the Stock Consideration, when issued to Seller in accordance with the terms and conditions of this Agreement, will be duly authorized and legally and validly issued, fully paid and nonassessable shares of common stock, par value $.10 per share, of Cantel.  Assuming the accuracy of the representations of the Seller in Section 3.35 of this Agreement, the Stock

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Consideration will be issued in compliance with all applicable federal and state securities laws.  On or prior to the Closing Date, Cantel has filed a Supplemental Listing Application with the NYSE that covers the Cantel Shares included in the Stock Consideration issued under Section 2.3(ii) in accordance with the NYSE rules and regulations.

Article 5
COVENANTS

5.1.Non-Assignable Assets.

5.1.1.Notwithstanding anything to the contrary in this Agreement, to the extent that any Contract, Lease or other right, interest or asset that would otherwise be an Asset is not capable of being transferred or assigned to Purchaser in connection with the Closing without the consent or waiver of a third Person (including a Regulatory Authority) that has not been obtained on or before the Closing Date or such transfer or assignment would result in the breach or violation of any such Contract or Lease or any applicable Requirement of Law, Seller will be deemed not to have assigned or transferred or attempted to assign or transfer, and will not be obligated to assign or transfer to Purchaser any direct or indirect right, title or interest in or to any such Contract, Lease or other right, interest or asset (each, an “Unassigned Asset”) without first having obtained all necessary consents and waivers.  Seller will use its reasonable best efforts to obtain such consents and waivers as may be necessary to cure such potential breach or violation.

5.1.2.With respect to such Unassigned Assets, Seller will use its reasonable best efforts to (i) provide to Purchaser the benefits thereof and shall promptly pay to Purchaser when received all monies received by Seller under any such Contract or Lease and the proceeds of or other amounts relating to any other Unassigned Assets, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and (iii) enforce at the request of Purchaser and for the account of Purchaser, any rights of Seller arising from any such Contract or Lease or other Unassigned Asset (including the right to elect to terminate such Contract or Lease in accordance with the terms thereof upon the reasonable request of Purchaser).

5.1.3.To the extent that Purchaser is provided the benefits referred to in this Section 5.1, Purchaser will, at its sole cost and expense, perform the obligations arising under such Contracts and Lease or with respect to such other Unassigned Assets for the benefit of Seller and the other party or parties thereto.

5.2.Conveyance by Executive of Business Assets.  On or prior to the Closing Date, the Executive shall have conveyed to Seller, by instruments of conveyance reasonably satisfactory to Purchaser, all of his right, title and interest in and to all assets listed on Schedule 5.2  that he owns or in which he has an interest and that are used in the operations of the business of Seller, except for the Excluded Assets.

5.3.Further Instruments of Transfer.  Following the Closing, each party to this Agreement (each at such party’s sole cost and expense) shall deliver to the other party any further instruments of transfer and take all reasonable action as may be reasonably requested by

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such party to carry out the purpose and intent of this Agreement, including transfer of any Intellectual Property or any registrations, applications, renewals, licenses, sublicenses, agreement, permissions, and any modifications or amendments thereto.

5.4.Retention of and Access To Records.  After the Closing Date, Purchaser shall retain for a period consistent with Purchaser’s “company-wide” record-retention policies and practices the Books and Records of Seller delivered to Purchaser in connection with the Agreement or the transactions contemplated hereby. Purchaser shall provide Seller and its representatives reasonable access thereto, during normal business hours, to enable them to prepare financial statements or tax returns, or deal with tax audits or for any other similar purpose for which access to the Records shall be reasonably required (subject to applicable confidentiality obligations).

5.5.Tax Matters.

5.5.1.All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets (including, for this purpose, assets held by Per-Form) for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period through the Closing Date (which shall be for the account of Seller) and the number of days of such taxable period after the Closing Date (which shall be for the account of Purchaser).  Seller shall be liable for the proportionate amount of such Taxes that is attributable to the period prior to the Closing Date and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the period on and after the Closing Date.  Within 90 days after the Closing, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.5.1 together with such supporting evidence as is reasonably necessary to calculate the proration amount.  The proration amount shall be paid by the party owing it to the other within 10 days after delivery of such statement.  Thereafter, Seller shall notify Purchaser upon receipt of any bill for any Apportioned Obligation, part or all of which is attributable to the period on and after the Closing Date, and shall promptly deliver such bill to Purchaser, provided that if such bill covers any period prior to the Closing Date, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such bill that is attributable to the period prior to the Closing Date.  If either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.5.1, the other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

5.5.2.All transfer, documentary, sales, use, stamp registration, and other such Taxes and fees (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement (the “Transfer Taxes”) shall be paid by Seller when due, and Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable

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law, Purchaser will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

5.5.3.Purchaser and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, at the sole cost and expense of the requesting party as to out-of-pocket expenses, such information and assistance relating to the Assets and the Business as is reasonably necessary for the filing of all Tax Returns, or the making of any election related to Taxes, the preparation for any Tax audit by any Regulatory Authority, or the prosecution or defense of any claim, suit or proceeding relating to any Tax Return.  Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business or the Assets.  In addition, Seller agrees to maintain all records related to Tax Matters in its possession for a period of seven (7) years from the Closing Date and agrees to afford Purchaser reasonable access to such records during normal business hours.  Seller will notify Purchaser with respect to such records prior to such records’ destruction and give Purchaser a reasonable opportunity to obtain copies of such records prior to their destruction.

5.6.Employees.

5.6.1.Purchaser will extend offers of employment to substantially all of Seller’s employees, subject to Purchaser’s customary conditions of employment (e.g., drug screening).  Each such employee who accepts Purchaser’s offer of employment is a “Hired Employee”.  Seller acknowledges and agrees that, except for the Assumed PTO and the Assumed Commissions, Purchaser is not assuming any obligation of Seller for earned but unpaid amounts payable to employees of Seller as of the Closing Date, whether due currently or in the future, for salary, bonuses, vacation pay, sales commissions, severance and the like, all of which amounts shall remain the obligation of Seller (even with respect to Hired Employees) and which, if known and payable to a Hired Employee, shall be satisfied by Seller within a reasonable period following the Closing Date.  Notwithstanding the foregoing, in connection with Purchaser’s assumption of the Assumed PTO, Purchaser (i) shall assume the liability for any accrued vacation/PTO amounts for each Hired Employee and will credit to each Hired Employee, on his or her first day of employment with Purchaser, his or her respective accrued vacation/PTO amounts and (ii) if Seller does not continue a group health plan following the Closing Date, shall be responsible for complying with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, with respect to the Hired Employees and Seller’s employees who do not become Hired Employees following the Closing and their qualified beneficiaries by reason of any such employees’ termination of employment with Seller prior to or following the Closing.

5.6.2.For purposes of eligibility, vesting and participation under the benefit plans, programs and policies of Purchaser providing benefits to any Hired Employee at any time after the Closing Date, each Hired Employee shall be credited with his or her years of service with Seller on and before the Closing Date as disclosed by Seller on Schedule 5.6.2.  Purchaser shall cause the medical and dental plans that Purchaser provides to Hired Employees to credit all eligible expenses incurred by the Hired Employees during the 2011 calendar year on or prior to the Closing Date for purposes of deductibles and out-of-pocket maximums requirements under Purchaser’s plans.

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5.7.Maintenance of Corporate Existence.  Seller shall take all necessary steps to preserve its corporate existence in good standing, including, without limitation, by making all required filings under Texas law and preparing all required franchise and similar Taxes, until at least December 31, 2014.

5.8.Collection of Accounts Receivables.  Seller shall remit to Purchaser by check of Seller on a weekly basis (or as otherwise agreed by the parties) any payment Seller receives after the Closing that constitutes payment toward any accounts receivables of Seller included in the Assets.  Seller shall allow Purchaser reasonable access during normal business hours to Seller’s books and records for the purpose of Purchaser’s reviewing Seller’s collection of accounts receivables.  Seller agrees to maintain correct and appropriate books and records for such purpose.

5.9.Account Receivable Schedule.  Within thirty (30) days following the Closing Date, Seller shall deliver to Purchaser a schedule of the accounts receivable of Seller as of the Closing Date.  Such schedule shall be prepared in the same manner and in the same form as Schedule 3.19 and shall be accompanied by a certification of Seller that the schedule has been prepared based on information from (and is consistent with) Seller’s Books and Records and is true, correct and complete in all material respects.

5.10.Name Change.  On the Closing Date, Seller shall amend its Articles of Incorporation to change the name of Seller from “Byrne Medical, Inc.” so as to permit Purchaser to utilize such name.  Each of the Seller Parties acknowledges and agrees that following the Closing, such Seller Party will not, directly or indirectly, use the words “BMI,” “Byrne,” “Byrne Medical” or any confusingly similar words as a corporate name, an assumed name, a trade name, a domain name, or a trademark or to otherwise identify a business, product or service of or associated with such Seller Party.

5.11.Account Payable Schedule.  Within thirty (30) days following the Closing Date, Seller shall deliver to Purchaser a schedule of the accounts payable of Seller as of the Closing Date that were incurred in the Ordinary Course of Business.  Such schedule shall be prepared in the same manner and in the same form as Schedule 3.24 and shall be accompanied by a certification of Seller that the schedule has been prepared based on information from (and is consistent with) Seller’s Books and Records and is true, correct and complete in all material respects.

Article 6
DELIVERIES AT CLOSING

6.1.Seller’s Obligations.   At the Closing and in any event no later than eighteen hours after the commencement of the Closing, and against delivery of each of the items required to be delivered by Purchaser under Section 6.2 below, Seller shall deliver, or cause to be delivered, to Purchaser the following:

6.1.1.Bill of Sale and Assignment and Assumption Agreement duly executed by Seller;

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6.1.2.any and all Permits (to the extent transferrable by Seller) from any Regulatory Authority required for the lawful consummation of the transactions contemplated hereunder;

6.1.3.such other duly executed instruments of sale, assignment and conveyance, satisfactory in form and substance to Purchaser and its counsel, as may reasonably be requested by Purchaser, conveying to Purchaser good and marketable title to the Assets, free and clear of Liens (other than Permitted Liens), including, without limitation, stock power or other transfer document in respect of interests in Per-Form being transferred hereunder;

6.1.4.the Escrow Agreement duly executed by Seller and the Escrow Agent and any other documents reasonably requested by the Escrow Agent;

6.1.5.the Stock Escrow Agreement duly executed by Seller and the Escrow Agent together with the stock certificate registered in the name of Seller representing the Stock Consideration initially covered by such agreement and an assignment of the stock certificate, duly endorsed in blank, with signature guaranteed;

6.1.6.evidence reasonably satisfactory to Purchaser that Seller is in receipt of the Purchase Price;

6.1.7.an Officer’s Certificate certifying that each of the following attached exhibits is a true and correct copy of the original: (i) a Good Standing Certificate or other applicable certification of the appropriate governmental entity of its incorporation or formation, as the case may be, certifying that (A) each of Seller and Per-Form has paid all franchise taxes to the date of such certificate and (B) each of Seller and Per-Form is duly incorporated or formed, as the case may be, and in good standing under the laws of the State of Texas and Ohio, respectively and (ii) resolutions of the Board of Directors and shareholders of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement;

6.1.8.an Employment Agreement in the form annexed hereto as Exhibit 6.1.8 (the “Employment Agreement”) duly executed by the Executive;

6.1.9.a Confidentiality and Non-Competition Agreement in the form annexed hereto as Exhibit 6.1.9 (the “Non-Compete Agreement”) duly executed by the Executive;

6.1.10.opinion of Seller’s attorneys dated as of the Closing Date, addressed to Purchaser, substantially in the form of the opinion annexed as Exhibit 6.1.10;

6.1.11.conveyance of assets required by Section 5.2, if any, in a commercially reasonable form acceptable to Purchaser;

6.1.12.the Assignment and Assumption of Lease effective as of the Closing Date related to Seller’s corporate offices located at 3101 Pollok Drive, Conroe, Texas, together

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with the landlord’s consent of assignment (the “Assignment of Lease”), duly executed by Seller and the landlord of such premises;

6.1.13.Real Property Purchase Agreements duly executed by Byrne Investments LLC, together with all other documents and instruments required to be delivered by Byrne Investments LLC in order to consummate the transactions contemplated thereunder;

6.1.14.a certification of non-foreign status duly executed by Seller dated the Closing Date and complying with the requirements of Treasury Regulation Section 1.1445-2(b)(2);

6.1.15.[any clearance certificate or similar document(s) which may be required by any Regulatory Authority in order to relieve Purchaser of (i) any obligation to withhold any portion of the Purchase Price and (ii) any liability for Taxes (determined without regard to the provisions of this Agreement assigning responsibility therefor) for which relief is available by reason of the filing of an appropriate certificate];

6.1.16.Trademark Assignment duly executed by Seller;

6.1.17.Patent Assignment duly executed by Seller; and

6.1.18.such other documents, instruments and certificates required under the terms of this Agreement or reasonably requested.

6.2.Purchaser’s Obligations.  At the Closing and in any event no later than eighteen hours after the commencement of the Closing, and against delivery of each of the items required to be delivered by Seller under Section 6.1 above, Purchaser shall deliver, or cause to be delivered, to Seller (or the Escrow Agent, as applicable) the following:

6.2.1.Bill of Sale and Assignment and Assumption Agreement duly executed by Purchaser;

6.2.2.Officer’s Certificates for both Purchaser and Cantel certifying that the resolutions of the Board of Directors of Purchaser and the resolutions of the Board of Directors of Cantel approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and attached as exhibits are true and correct copies of the original;

6.2.3.the portion of the Purchase Price required by Section 2.3 (including the Stock Consideration);

6.2.4.the Escrow Fund required by Section 2.3;

6.2.5.the Escrow Agreement duly executed by Purchaser and any other documents reasonably requested by the Escrow Agent;

6.2.6.the Stock Escrow Agreement duly executed by Purchaser;

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6.2.7.the Employment Agreement duly executed by Purchaser;

6.2.8.the Non-Compete Agreement duly executed by Purchaser;

6.2.9.the Assignment of Lease duly executed by Purchaser;

6.2.10.opinion of Purchaser’s attorneys dated as of the Closing Date, addressed to Seller, substantially in the form of the opinion annexed as Exhibit 6.2.10;

6.2.11.the Real Property Purchase Agreements duly executed by Purchaser (or an Affiliate of Purchaser) together with all other documents and instruments required to be delivered by Purchaser (or its Affiliates) in order to consummate the transactions contemplated thereunder;

6.2.12.evidence reasonably satisfactory to Seller that Cantel is in receipt of the Stock Consideration under the Stock Escrow Agreement or that Cantel’s transfer agent is in receipt of irrevocable instructions to issue the Stock Consideration to Seller and to deliver the stock certificate representing the Stock Consideration to Cantel; and

6.2.13.such other documents, instruments and certificates required under the terms of this Agreement or reasonably requested.

Article 7
INDEMNIFICATION

7.1.Indemnity.

7.1.1.Subject to the terms and conditions of this Article 7, from and after the Closing, Seller and the Executive shall jointly and severally indemnify, defend and hold harmless Purchaser and its parent company and their respective directors, officers, employees, agents, representatives and affiliates (collectively and singly, the “Purchaser Indemnified Parties”) from and against any and all losses, liabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), costs and expenses (including reasonable fees and disbursements of counsel selected by such Purchaser Indemnified Party), claims or other obligations of any nature whatsoever (individually, a “Damage” and collectively, “Damages”) that any Indemnified Party may suffer or incur that, directly or indirectly, arise out of or result from (i) any inaccuracy in or any breach of any representation or warranty of a Seller Party contained in this Agreement (or in any exhibit or schedule hereunder), (ii) any breach or violation of, or failure to perform, any covenant, agreement, undertaking or obligation of a Seller Party set forth in this Agreement, (iii) any Liability of Seller other than Assumed Liabilities, (iv) the operations of the Business and any act or omission of Seller on or prior to the Closing Date other than with respect to Assumed Liabilities or (v) Taxes owing by Seller or Per-Form resulting from any assessment (an “Asserted Tax Liability”) by any Federal, state or local taxing authority and any Damages incurred by the Purchaser Indemnified Parties as a result of such Asserted Tax Liability.

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7.1.2.Subject to the terms and conditions of this Article 7, Purchaser will indemnify, defend and hold harmless Seller and its directors, officers, employees, agents, representatives and affiliates (collectively and singly, the “Seller Indemnified Parties”), from and against any and all Damages that any Seller Indemnified Party may suffer or incur that, directly or indirectly, arise out of or result from (i) any inaccuracy in or any breach of any representation or warranty of Purchaser contained in this Agreement (or in any exhibit or schedule hereunder), (ii) any breach or violation of, or failure to perform, any covenant, agreement, undertaking or obligation of Purchaser set forth in this Agreement, (iii) any Assumed Liability, or (iv) the operations of the Byrne Division and any act or omission of Purchaser after the Closing Date.

7.2.Duration of Indemnities.  The indemnities set forth in Article 7 shall survive the Closing and shall remain in effect for twenty-four (24) months from the date of the Closing; provided, however, that the indemnities shall continue to survive, and claims may be asserted under (a) Section 7.1.1(i) with respect to any obligation to indemnify that relates to or arises under Section 3.10, 3.11, 3.23, 3.27, 3,32 and 3.33, (b) Section 7.1.1(ii), Section 7.1.1(iii) and Section 7.1.1(iv) and (c) Section 7.1.2(ii), Section 7.1.2(iii) and Section 7.1.2(iv), at any time on or before the date ninety (90) days after the date upon which the liability to which any such claim may be related is barred by all applicable statutes of limitations.  Any matter concerning a claim which has been asserted hereunder which is pending or unresolved at the end of such period shall continue to be governed by the terms and conditions of this Article 7 until finally terminated or otherwise resolved.

7.3.Notification and Participation.  If any Action is commenced by any third party that might thereafter be made the basis for a claim under this Article 7, the Purchaser Indemnified Parties or the Seller Indemnified Parties, as the case may be (the “Indemnified Party”), shall promptly notify the other parties in writing, providing reasonable detail of such Action; provided, however, that any failure to give such notice will not be deemed a waiver of any rights of the Indemnified Party, except to the extent the rights of such party are actually prejudiced.  Subject to rights of or duties to any insurer or other third Person having liability therefor, the indemnifying party shall have the right within twenty-one (21) days after receipt of such notice to assume the control of the defense, compromise or settlement of any such Action, including, at their own expense, employment of counsel; provided, however, that if the indemnifying party shall have exercised their right to assume such control, the Indemnified Party (i) may, in their sole discretion, employ counsel to represent them (in addition to counsel employed by the indemnifying party, and in the latter case, at the sole expense of the Indemnified Party) in any such matter, and in such event counsel selected by the indemnifying party shall be required to reasonably cooperate with such counsel of the Indemnified Party in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnified Party and (ii) will, at their own expense, make reasonably available to the indemnifying party (to the extent reasonably necessary) those employees of the Byrne Division whose assistance, testimony or presence is necessary to assist the indemnifying party in evaluating and in defending any such Action; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Byrne Division and its affiliates.  The Indemnified Party shall not compromise or settle any such Action hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.  The indemnifying party shall not compromise or settle any

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such Action hereunder without the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, if such compromise or settlement could adversely impact the Indemnified Party; provided, however, if the indemnifying party’s indemnity obligations shall obviate any such adverse impact then no such prior consent shall be required.

In the event a party shall have a claim against the other hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, such party shall send a written notice with respect to such claim to the other party.

So long as any right to indemnification exists pursuant to this Article 7, the affected parties each agree to retain all books, records, accounts, instruments and documents reasonably related to the notice.

7.4.Certain Limitations.

7.4.1.The Seller Parties shall have no liability to Purchaser for Damages with respect to the indemnification obligation under Sections 7.1 until the aggregate amount of all such Damages exceeds $600,000 (the “Indemnification Threshold”) in which event the Seller Parties shall be responsible for the amount of Damages in excess of $300,000.

7.4.2.No Damages shall be asserted by Purchaser with respect to any matter that is covered by insurance, to the extent proceeds of such insurance are paid (net of any additional costs or taxes incurred by reason of such recovery).

7.4.3.Subject to Section 7.4.5, in no event shall the maximum aggregate liability of the Seller Parties under this Article 7 exceed the sum of Twenty Million ($20,000,000) Dollars (the “Liability Cap”).

7.4.4.In the event Purchaser incurs Damages for which any amount shall become due to Purchaser for indemnification under this Agreement (including, without limitation, any Damages counted toward the Indemnification Threshold), such Damages shall be reduced by the amount of the net tax benefit, if any, received by Purchaser for the fiscal year in which such Damages are incurred as a result of the payment by Purchaser of such Damages, the object being that, after computation, the payment (if any is required pursuant to this Article 7), net of the tax benefit shall equal the Damages.

7.4.5.Notwithstanding anything in this Section 7.4 to the contrary, neither the Indemnification Threshold nor the Liability Cap shall apply to any indemnification rights of the Purchaser Indemnified Parties based upon (a) the fraud or intentional breaches of representations and warranties of the Seller Parties, (b) the obligations and liabilities of Seller for its Taxes, (c) a breach or default by a Seller Party of any covenant or agreement to be performed after the Closing Date, or (d) any breach by Seller of its representations and warranties contained in Sections 3.3, 3.10, 3.11, 3.23, 3.27 and 3.33; provided, however, in no event shall Seller or Executive be liable for an indemnification claim in excess of the Purchase Price.

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7.5.Offsets.  Purchaser agrees that in the event it suffers Damages subject to indemnification by Seller Parties hereunder, Purchaser will first make a claim against the Escrow Fund pursuant to the terms of the Escrow Agreement; provided, however, that if the claim for indemnification is covered by the terms of the Stock Escrow Agreement, Purchaser may make a claim against either the Escrow Fund or the Stock Consideration being held in escrow under the Stock Escrow Agreement.  If a claim is made against the Stock Consideration under the Stock Escrow Agreement, no Cantel Shares shall be released thereunder prior to August 1, 2014 (or before the issuance of Additional Stock Consideration if required under the terms of Section 2.10), all as set forth in the Stock Escrow Agreement.  In the event Damages (exclusive of Damages covered by the Stock Escrow Agreement) exceed the amount of the Escrow Fund then-subject to the Escrow Agreement, then after payment of the full Escrow Fund to Purchaser, Purchaser shall offset such excess amount from any Contingent Purchase Price payable to Seller, subject to the limitations of Section 7.2 with respect to the duration of indemnities. In the event Damages (exclusive of Damages covered by the Stock Escrow Agreement) exceed the amount of the Escrow Fund then-subject to the Escrow Agreement and the Contingent Purchase Price (if any) payable to Seller, Seller and Executive may elect to either pay such Damages in cash or by returning a portion of the Stock Consideration on or about July 31, 2014 (based on the closing sales price of Cantel Shares as reported by the NYSE on July 31, 2014, or if returned more than ten days after July 31, 2014, the closing sales price of Cantel Shares as reported by the NYSE two business days prior to the date such Stock Consideration is returned) equal to such Damages.  The foregoing shall in no way limit Purchaser from commencing an Action against Seller Parties or pursuing other remedies available at law or in equity in connection with such “excess” Damages.

7.6.Tax Treatment of Indemnity Payment.  Purchaser and Seller agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by law.

7.7.Exclusive Remedy.  Each of the parties hereto acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, and except (i) for equitable relief, (ii) with regard to matters constituting fraud or intentional misrepresentation, and (iii) with regard to claims by Seller or Executive against Cantel for a breach of Cantel’s obligations under Section 2.10 or Section 10.19, the rights of the Purchaser Indemnified Parties and the Seller Indemnified Parties under this Article 7 shall be the sole and exclusive remedy for any claim of breach by Seller, Executive and Purchaser of any representation, warranty, or covenant in this Agreement, and Purchaser, on behalf of itself and the Purchaser Indemnified Parties, and Seller Parties, on behalf of themselves and the Seller Indemnified Parties, hereby waive the right to bring any other cause of action or seek any other remedy other than as set forth in this Article 7.

7.8.Effect of Investigation, Knowledge or Waiver. The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge (acquired or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.  The waiver of any condition based on the

52

accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement, or other remedy based on such representations, warranties, covenants and obligations.

Article 8
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties set forth in this Agreement shall survive the Closing for a period of twenty-four (24) months; provided, however, that the representations and warranties set forth in Sections 3.3, 3.10, 3.11, 3.23, 3.27, 3.33 and 4.3 shall survive until the date upon which the liability for which any claim related to a breach thereof is barred by all applicable statutes of limitations.

Article 9
NON-COMPETE

9.1.Non-Competition Covenant.  In partial consideration of the Purchase Price payable to Seller for the Assets pursuant to Article 2 and as a condition for Purchaser to enter into this Agreement, Seller covenants and agrees that for a period commencing on the Closing Date and ending fifteen (15) years thereafter, it shall not anywhere in the United States or another country where the Purchaser is then conducting business, directly or indirectly, as owner, partner, joint venturer, shareholder, broker, agent, principal, trustee, licensor, or in any other capacity whatsoever (i) engage in, become financially interested in, be employed by, render any consultation or business advice to, or have any connection with, any business, operation or Person (other than Cantel and its affiliates) that manufactures, sells, distributes or licenses any product that is similar to or otherwise competitive with any products manufactured, sold, distributed or licensed by Seller (inclusive of the Byrne Division) on or before the Closing Date, including products that are in active development by Seller as of the Closing Date which are set forth on Schedule 9.1, (ii) interfere with, disrupt or attempt to disrupt any then existing relationship, contractual or otherwise, with Purchaser and any of its then existing customers, suppliers, employees, agents or other Persons with whom it deals, (iii) solicit or hire for employment, attempt to employ or assist any other Person in employing or soliciting for employment any employee or consultant who is at that time, or was at any time during the preceding year, to the actual knowledge of Seller, employed by Purchaser, or (iv) influence or attempt to influence any of the then existing customers of Purchaser to transfer their patronage from Purchaser to any other Person.  Seller shall not, without the prior written consent of Purchaser, from and after the Closing, divulge, furnish or make available to any third party any financial information or other confidential information with respect to Purchaser, other than as permitted under an employment agreement entered into pursuant to Section 6.1.7 or to its or his professional advisors, or as compelled by law or any applicable rule or policy of any securities commission, stock exchange or like body.

Notwithstanding the foregoing, Seller, collectively, shall be permitted to invest in stock, bonds, or other securities of any public corporation covered by the restrictions of this Section 9.1 provided (i) such stock, bonds, or other securities are listed on any national or required exchange or have been registered under Section 12(g) of the Securities Act of 1934; and (ii) its or his

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investment does not exceed, in the case of any class of capital stock of any issuer, three (3%) percent of the issued and outstanding shares, or in the case of bonds or other securities, three (3%) percent of the aggregate principal amount thereof issued and outstanding.

9.2.Equitable Relief.  Seller agrees that the remedy at law for any breach of the covenants contained in Section 9.1 would be difficult to ascertain and therefore, in the event of breach or threatened breach of any such covenants, Purchaser, in addition to any other remedy, shall have the right to enjoin Seller from any threatened or actual activities in violation thereof and Seller hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings that may be brought to enforce any such covenants without the necessity of proof of actual damages.  If any portion of the restrictions set forth in Section 9.1 above should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected.  Seller hereby declares that the territorial and time limitations set forth in Section 9.1 above are reasonable and properly required for the adequate protection of Purchaser in connection with its acquisition of the Assets under this Agreement.  In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the parties agree to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable.

Article 10
MISCELLANEOUS

10.1.Broker.  Each of the parties (the Seller Parties on the one hand and Purchaser on the other hand) represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with the negotiation and execution of this Agreement, except for Holbrook Capital LLC, which was retained by and remains the sole responsibility of Purchaser.  Each such party agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent not so disclosed claiming to have been employed by or on behalf of such party, and to bear the cost of legal expenses incurred in defending against any such claim.

10.2.Schedules and Exhibits.  The Schedules and exhibits to this Agreement are a part of this Agreement as if set forth in full herein.

10.3.Publicity.  The parties agree to cooperate in issuing any press release or other public announcement concerning this Agreement or the transactions contemplated hereby, provided, however, nothing contained herein shall prevent (i) any party from at any time furnishing any information to any Regulatory Authority which it is by Requirement of Law or otherwise so obligated to disclose or (ii) Purchaser from making any disclosure which its counsel deems necessary or advisable in order to fulfill its disclosure obligations under any Requirement of Law or the rules of the SEC or NYSE.

10.4.Notices.  Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, or sent by FedEx, Express Mail or certified or registered mail, postage prepaid, and shall be deemed given when so delivered

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personally or if sent by FedEx or Express Mail, one business day after the date of mailing, or if sent by certified or registered mail, four business days after the date of mailing, as follows (or to such other address as any party may from time to time specify in writing pursuant to the notice provisions hereof):

If to Purchaser:

Minntech Corporation

14550 28th Avenue North

Plymouth, Minnesota 55447

Attention: President

with a copy to:

Cantel Medical Corp.

150 Clove Road, 9th Fl.

Little Falls, NJ 07424

Attention: General Counsel

If to Cantel:

Cantel Medical Corp.

150 Clove Road, 9th Fl.

Little Falls, NJ 07424

Attention: President with a copy to

General Counsel

If to a Seller Party:

DMB Holdings, Inc.

P. O. Box 958

Conroe, TX 77305

Attention:  Don Byrne

with a copy to:

Winstead PC

24 Waterway Avenue, Suite 500

The Woodlands, Texas 77380

Attention: Jeffrey R. Harder

10.5.Entire Agreement.  This Agreement (including all Schedules and Exhibits hereto and all agreements or covenants contained therein) contains the entire agreement among the parties with respect to the transactions contemplated by this Agreement, and supersedes all prior agreements or understandings, written or oral, with respect thereto.

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10.6.Waivers and Amendments.  This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by all of the parties or, in the case of a waiver, signed by the party waiving compliance.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.  The rights and remedies herein provided are cumulative and are not exclusive or any rights or remedies that any Party may otherwise have at law or in equity.

10.7.Expenses.  Subject to Section 10.17, all expenses (including, without limitation, fees and expenses of attorneys, accountants, brokers, advisors and investment bankers) incurred in connection with the transactions contemplated hereby will be borne by the party incurring such expenses.  In no event will Purchaser be assuming any of such expenses of the Seller Parties.

10.8.Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York without regard to principles of conflicts of law.

10.9.No Assignment.  Neither party shall assign its rights or obligations under this Agreement without first obtaining written consent of the other party, and any purported assignment shall be null and void.

10.10.Variations in Pronouns.  All pronouns and any variations thereof refer to the masculine, feminine and neuter, and the singular or plural, as the identity of the Person or Persons may require.

10.11.Counterparts.  This Agreement may be executed in two or more counterparts, including via facsimile, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

10.12.Severability.  If any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to the intent of the parties.

10.13.Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and legal representatives and permitted assigns.

10.14.Submission to Jurisdiction.  The parties hereto hereby irrevocably and unconditionally each:

10.14.1.submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the State of New York and its courts and the courts of the

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United States of America for the Southern District of New York, in either case located in New York County, New York;

10.14.2.consents that any such Action may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same;

10.14.3.waives personal service of any and all process upon it or him and consents that all such service of process may be made by notice delivered in accordance with Section 10.4; and

10.14.4.agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

10.15.References to Dollars.   All references to “$” shall mean United States dollars.

10.16.Construction.  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

10.17.Attorneys Fees.   If any party institutes a suit against the other for violation of or to enforce any covenant or condition of this Agreement, or if either party intervenes in any suit in which the other is a party to enforce or protect its interest or rights, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable out of pocket attorneys’ fees.

10.18.Arbitration. Any and all claims or disputes (collectively, “Claims”) between the parties with respect to Section 2.8 shall be settled by arbitration, by three (3) arbitrators, at the option of the Claimant (as defined below) in (i) New York City, New York, U.S.A. in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and, in each case, judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  Either Seller or Purchaser may by notice to the other require the dispute to be resolved by arbitration as set forth below.  Arbitration proceedings shall be commenced by the party initiating the arbitration (the “Claimant”) giving notice (the “Initiating Notice”) to the other party (the “Respondent”).  The Initiating Notice must state the nature of the dispute, the amount involved, if any, and the remedy sought. The Claimant shall designate one person to act as an arbitrator, and the Respondent shall designate one person to act as an arbitrator.  In the event the Respondent fails to so designate the second arbitrator within ten days of the Claimant’s designation, the second arbitrator shall be designated by the AAA.  The two arbitrators so designated, within ten days after the designation of the second arbitrator, shall designate a third arbitrator or if they are unable to agree upon a third arbitrator, a third arbitrator shall be appointed by the AAA.  The award in any arbitration shall be binding and there shall be

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no appeal therefrom unless (1) the award was procured by corruption, fraud, or undue means; (2) there was evident partiality or corruption in the arbitrators; (3) the arbitrators engaged in misbehavior by refusing to consider material evidence, refusing without cause to postpone a hearing, or other acts that prejudiced one of the litigants; (4) the arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made; or (5) the arbitrators acted in manifest disregard of the law.  Such arbitrators shall have all the powers given to them by legislation of the State of New York respecting private arbitrations and may at any time proceed in such a manner as they may see fit on such notice as they may deem reasonable and in the absence of any party if such party fails to attend.  Each of the Claimant and the Respondent (i) shall be responsible for the payment of 100% of the fees and expenses of the arbitrator designated by it or on its behalf, and (ii) 50% of the fees and expenses of the third arbitrator, if any.

10.19.Cantel Guaranty.  To the extent due and payable or otherwise owed, Cantel hereby guarantees the prompt payment when due of the Contingent Purchase Price to Seller and any payment of an indemnification obligation owed by Purchaser to Seller pursuant to the terms of this Agreement.  This guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Contingent Purchase Price or indemnification obligations of Purchaser shall not be paid when due, Cantel will immediately pay to the Seller the amount of Contingent Purchase Price or such indemnification obligations of Purchaser that is due to be paid to Seller under this Agreement.

Signature page on next page

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on the date first above written.

MINNTECH CORPORATION
By:	/s/ Paul E. Helms
	Paul E. Helms, Executive Vice President
BYRNE MEDICAL, INC.
By:	/s/ Don Byrne
	Don Byrne, President
/s/ Don Byrne
Don Byrne, individually
CANTEL MEDICAL CORP.
By:	/s/ Andrew A. Krakauer
	Andrew A. Krakauer, President and CEO

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EX-10.1

Exhibit 10.1

Published CUSIP Number:             

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

Dated as of August 1, 2011

among

CANTEL MEDICAL CORP.,

as the Borrower,

THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Sole Lead Arranger and Book Manager

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	23
1.03	Accounting Terms	23
1.04	Rounding	24
1.05	Times of Day	24
1.06	Letter of Credit Amounts	24
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS		25
2.01	Revolving Loans and Term Loan	25
2.02	Borrowings, Conversions and Continuations of Loans	26
2.03	Letters of Credit	27
2.04	Swing Line Loans	35
2.05	Prepayments	37
2.06	Termination or Reduction of Aggregate Revolving Commitments	39
2.07	Repayment of Loans	39
2.08	Interest	40
2.09	Fees	41
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	41
2.11	Evidence of Debt	42
2.12	Payments Generally; Administrative Agent’s Clawback	42
2.13	Sharing of Payments by Lenders	44
2.14	Cash Collateral	45
2.15	Defaulting Lenders	46
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY		47
3.01	Taxes	47
3.02	Illegality	50
3.03	Inability to Determine Rates	51
3.04	Increased Costs	51
3.05	Compensation for Losses	52
3.06	Mitigation Obligations; Replacement of Lenders	53
3.07	Survival	53
ARTICLE IV GUARANTY		54
4.01	The Guaranty	54
4.02	Obligations Unconditional	54
4.03	Reinstatement	55
4.04	Certain Additional Waivers	55
4.05	Remedies	55
4.06	Rights of Contribution	56
4.07	Guarantee of Payment; Continuing Guarantee	56
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		56
5.01	Conditions of Effectiveness	56
5.02	Conditions to all Credit Extensions	58
ARTICLE VI REPRESENTATIONS AND WARRANTIES		59
6.01	Existence, Qualification and Power	59
6.02	Authorization; No Contravention	59
6.03	Governmental Authorization; Other Consents	60
6.04	Binding Effect	60
6.05	Financial Statements; No Material Adverse Effect	60

i

6.06	Litigation	61
6.07	No Default	61
6.08	Ownership of Property	61
6.09	Environmental Compliance	61
6.10	Insurance	62
6.11	Taxes	62
6.12	ERISA Compliance	62
6.13	Subsidiaries	63
6.14	Margin Regulations; Investment Company Act	63
6.15	Disclosure	63
6.16	Compliance with Laws	63
6.17	Intellectual Property; Licenses, Etc.	63
6.18	Solvency	64
6.19	Perfection of Security Interests in the Collateral	64
6.20	Business Locations; Taxpayer Identification Number	64
6.21	Labor Matters	64
ARTICLE VII AFFIRMATIVE COVENANTS		64
7.01	Financial Statements	65
7.02	Certificates; Other Information	65
7.03	Notices	67
7.04	Payment of Taxes	68
7.05	Preservation of Existence, Etc.	68
7.06	Maintenance of Properties	68
7.07	Maintenance of Insurance	68
7.08	Compliance with Laws	68
7.09	Books and Records	69
7.10	Inspection Rights	69
7.11	Use of Proceeds	69
7.12	ERISA Compliance	69
7.13	Additional Subsidiaries	69
7.14	Pledged Assets	70
7.15	Cash Concentration Accounts	70
7.16	Post-Closing Matters	70
ARTICLE VIII NEGATIVE COVENANTS		71
8.01	Liens	71
8.02	Investments	72
8.03	Indebtedness	73
8.04	Fundamental Changes	74
8.05	Dispositions	74
8.06	Restricted Payments	74
8.07	Change in Nature of Business	75
8.08	Transactions with Affiliates and Insiders	75
8.09	Burdensome Agreements	75
8.10	Use of Proceeds	76
8.11	Financial Covenants	76
8.12	Prepayment of Other Indebtedness, Etc.	76
8.13	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	76
8.14	Ownership of Subsidiaries	77
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES		77
9.01	Events of Default	77
9.02	Remedies Upon Event of Default	79

ii

9.03	Application of Funds	79
ARTICLE X ADMINISTRATIVE AGENT		80
10.01	Appointment and Authority	80
10.02	Rights as a Lender	81
10.03	Exculpatory Provisions	81
10.04	Reliance by Administrative Agent	82
10.05	Delegation of Duties	82
10.06	Resignation of Administrative Agent	82
10.07	Non-Reliance on Administrative Agent and Other Lenders	83
10.08	No Other Duties; Etc.	83
10.09	Administrative Agent May File Proofs of Claim	83
10.10	Collateral and Guaranty Matters	84
10.11	Swap Contracts and Treasury Management Agreements	85
ARTICLE XI MISCELLANEOUS		85
11.01	Amendments, Etc.	85
11.02	Notices; Effectiveness; Electronic Communications	86
11.03	No Waiver; Cumulative Remedies; Enforcement	88
11.04	Expenses; Indemnity; and Damage Waiver	89
11.05	Payments Set Aside	90
11.06	Successors and Assigns	91
11.07	Treatment of Certain Information; Confidentiality	94
11.08	Set-off	95
11.09	Interest Rate Limitation	96
11.10	Counterparts; Integration; Effectiveness; Amendment and Restatement	96
11.11	Survival of Representations and Warranties	96
11.12	Severability	97
11.13	Replacement of Lenders	97
11.14	Governing Law; Jurisdiction; Etc.	98
11.15	Waiver of Right to Trial by Jury	99
11.16	No Advisory or Fiduciary Responsibility	99
11.17	Electronic Execution of Assignments and Certain Other Documents	99
11.18	USA PATRIOT Act Notice	100

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SCHEDULES
2.01	Commitments and Applicable Percentages
6.10	Insurance
6.12	Plans or Multiemployer Plans
6.13	Subsidiaries
6.17	IP Rights
6.20(a)	Locations of Real Property
6.20(b)	Locations of Tangible Personal Property
6.20(c)	Location of Chief Executive Office, Taxpayer Identification Number, Etc.
6.20(d)	Changes in Legal Name, State of Formation and Structure
8.01	Liens Existing on the Closing Date
8.02	Investments Existing on the Closing Date
8.03	Indebtedness Existing on the Closing Date
11.02	Certain Addresses for Notices
EXHIBITS
2.02		Form of Loan Notice
2.04		Form of Swing Line Loan Notice
2.11(a)		Form of Note
7.02		Form of Compliance Certificate
7.13		Form of Joinder Agreement
11.06(b)		Form of Assignment and Assumption
11.06(b)(iv)		Form of Administrative Questionnaire

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 1, 2011 among CANTEL MEDICAL CORP., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

(A)          The Loan Parties are party to an Amended and Restated Credit Agreement dated as of August 1, 2005 (as amended, supplemented and otherwise modified by that certain First Amendment to Credit Agreement, dated as of April 19, 2006, that certain Second Amendment to Credit Agreement dated as of November 17, 2006, that certain Third Amendment to Credit Agreement dated as of March 29, 2007, that certain Fourth Amendment to Credit Agreement dated as of May 17, 2007, that certain Fifth Amendment to Credit Agreement dated as of December 17, 2009, that certain Sixth Amendment to Credit Agreement dated as of May 28, 2010 and that certain Seventh Amendment to Credit Agreement dated as of June 24, 2011 and as otherwise amended through but not including the date hereof, the “Existing Credit Agreement”) with the lenders party thereto and Bank of America, N.A., as administrative agent.

(B)           Bank of America, N.A., Wells Fargo Bank, National Association and PNC Bank, National Association are the only lenders party to the Existing Credit Agreement.

(C)           The parties to this Agreement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as follows.  This Agreement is not a novation of the Existing Credit Agreement.

(D)          Simultaneously with the Closing Date (defined herein), the parties to this Agreement hereby agree that the Commitments of each of the Lenders shall be as set forth in Schedule 2.01, and the outstanding amount of the Revolving Credit Advances and Term A Advances under and as defined in the Existing Credit Agreement (without giving effect to any further Borrowings under this Agreement on the Closing Date) shall be reallocated in accordance with such Commitments, and the requisite assignments shall be deemed to be made in such amounts among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01        Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all or substantially all of the property of, or a line of business or division of, another Person or (b) at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv) or any other form approved by the Administrative Agent.

“Affiliate” means, with respect to any 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.

“Aggregate Revolving Commitments” means, as of any time of determination, the Revolving Commitments of all the Lenders at such time.  The initial amount of the Aggregate Revolving Commitments in effect on the Closing Date is $100,000,000.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Applicable Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments, and (b) with respect to such Lender’s portion of the outstanding Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of the Term Loan held by such Lender at such time.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.  The Applicable Percentages shall be subject to adjustment as provided in Section 2.15.

“Applicable Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a):

Pricing Tier	Consolidated Leverage Ratio	Commitment Fee		Letters of Credit		Eurodollar Rate Loans		Base Rate Loans
1	> 2.75 to 1.0	0.50	%	3.00	%	3.00	%	2.00	%
2	> 2.00 to 1.0 but < 2.75 to 1.0	0.50	%	2.75	%	2.75	%	1.75	%
3	> 1.50 to 1.0 but < 2.00 to 1.0	0.40	%	2.25	%	2.25	%	1.25	%
4	> 1.00 to 1.0 but < 1.50 to 1.0	0.30	%	1.75	%	1.75	%	0.75	%
5	< 1.00 to 1.0	0.25	%	1.25	%	1.25	%	0.25	%

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Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the third Business Day following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered in accordance with Section 7.02(a), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate.  The Applicable Rate in effect from the Closing Date through the third Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) for the fiscal quarter ending October 31, 2011 shall be determined based upon Pricing Tier 3.

“Approved Fund” means 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” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and book manager.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.06(b)) and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, with respect to any Person on any date, (a) in respect of any Capital Lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended July 31, 2010, and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto.

“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.

“Bank of America” means Bank of America, N.A. and its successors.

“Bankruptcy Code” means Title 11 of the United States Code.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Base Rate plus 1.0%.  The “prime

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rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to this Agreement.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan or any Base Rate Loan bearing interest at a rate based on the Eurodollar Base Rate, means any such day that is also a London Banking Day.

“Byrne” means Byrne Medical, Inc., a Texas corporation.

“Byrne Acquisition” means the Acquisition of substantially all of the assets and select liabilities of Byrne pursuant to the terms of the Byrne Purchase Agreement.

“Byrne Purchase Agreement” means that certain Asset Purchase Agreement, dated as of August 1, 2011, by and among the Borrower, Byrne, Don Byrne and Minntech Corporation, a Minnesota corporation.

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer or the Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means, as at any date, (a) securities issued or directly 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 twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or

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from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than twelve months from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are substantially comprised of Investments of the character described in the foregoing subdivisions (a) through (d).

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty 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; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:  (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of  30% or more (or in the case of Charles M.  Diker, 35% or more) of the Voting Stock of the Borrower on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); (ii) there shall occur: (A) a sale, exchange, transfer or other disposition of all or substantially all of the assets of the Borrower to another Person, except to a Person Controlled directly or indirectly by the Borrower, (B) a merger or consolidation in which the Borrower is a constituent unless the surviving Person is Controlled after the merger directly or indirectly by the same Persons that Controlled the Borrower immediately prior to such merger or consolidation or (C) the adoption of a plan of liquidation or dissolution of the Borrower other than pursuant to Debtor Relief Laws; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Borrower shall cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Borrower’s shareholders, of each new director shall be approved by a vote of at least two-thirds (2/3rds) of the directors then still in office who were directors at the beginning of the period.

“Closing Date” means August 1, 2011.

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“Collateral” means a collective reference to all real and personal property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself and the Lenders, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

“Collateral Documents” means a collective reference to the Security Agreement, the Mortgages and other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14 or any of the Loan Documents.

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender and/or the Term Loan Commitment of such Lender.

“Compliance Certificate” means a certificate substantially in the form of Exhibit 7.02.

“Consolidated Adjusted EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated EBITDA for such period minus (b) Consolidated Capital Expenditures for such period minus (c) income taxes paid in cash during such period.

“Consolidated Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures but excluding expenditures to the extent (a) made with the proceeds of any Involuntary Disposition used to purchase property that is useful in the business of the Borrower and its Subsidiaries or (b) constituting a reinvestment of Net Cash Proceeds from any Disposition of non-current assets permitted under this Agreement.

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable for such period, (c) the amount of depreciation and amortization expense for such period, (d) extraordinary and nonrecurring losses, (e) non-cash stock compensation expenses in accordance with Accounting Standards Codification 718, (f) one-time costs and expenses incurred in connection with Permitted Acquisitions (in cases other than the Byrne Acquisition, not to exceed $500,000 in the aggregate during any twelve month period) to the extent such costs and expenses are incurred no later than ninety days after the consummation of the applicable Permitted Acquisition, (g) non-cash impairment charges or write-offs or write-downs related to intangible assets, long-lived assets and other non-current assets, (h) charges associated with fair value adjustments relating to contingent earn-out consideration for Permitted Acquisitions and (i) charges associated with stock consideration issued in connection with the Byrne Acquisition minus, to the extent included in calculating Consolidated Net Income, (i) extraordinary and nonrecurring gains, (ii) gains associated with fair value adjustments relating to contingent earn-out consideration for Permitted Acquisitions and (iii) gains associated with stock consideration issued in connection with the Byrne Acquisition.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA for the most recently completed four fiscal quarters to (b) Consolidated Fixed Charges for the most recently completed four fiscal quarters.

“Consolidated Fixed Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) the cash portion of Consolidated Interest Charges for such period plus (b) Consolidated Scheduled Funded Debt Payments for such period plus (c) Restricted Payments made pursuant to Section 8.06(e) during such period.

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“Consolidated Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum of:  (a) all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;  (b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d) all obligations in respect of the deferred purchase price of property or services (including non-contingent earn-out obligations but excluding (i) contingent earn-out obligations regardless of treatment under GAAP and (ii) trade accounts payable in the ordinary course of business); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (f) above of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person.

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Leases with respect to such period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income for that period.

“Consolidated Scheduled Funded Debt Payments” means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness.  For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include the Attributable Indebtedness and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.05.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

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“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debt Issuance” means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder,  including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Involuntary Disposition.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

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“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and 11.06(b)(v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Compensation Plan” means an Equity Plan, stock purchase plan or any other equity compensation plan currently maintained by a Loan Party or which may be adopted after the Closing Date.

“Equity Interests”  means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means any issuance by any Loan Party or any Subsidiary to any Person of its Equity Interests, other than any of the following:  (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests, (d) any issuance by the Borrower of its Equity Interests as consideration for a Permitted Acquisition, (e) any issuance of common Equity Interests by the Borrower or a Subsidiary to any director required by applicable Law in connection with such Person acting in such capacity, (f) any issuance of common Equity Interests of the Borrower to directors, officers, employees and consultants and the Borrower pursuant to an Equity Compensation Plan or (g) any issuance of common Equity Interests with a value of no more than $25,000.  The term “Equity Issuance” shall not be deemed to include any Disposition.

“Equity Plan” means the Borrower’s (a) 1997 Employee Stock Option Plan, (b) 1998 Directors’ Stock Option Plan, and/or (c) 2006 Equity Incentive Plan.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and

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Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Eurodollar Base Rate” means:

(a)           for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; and

(b)           for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

“Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (a) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (b) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Base Rate.”

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“Eurodollar Reserve Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning specified in Section 9.01.

“Excluded Property” means, with respect to any Loan Party, (a) any owned real property which is located outside of the United States, (b) any owned real property having a fair market value of less than or equal to $500,000, unless requested by the Administrative Agent or the Required Lenders, (c) any leased real property, unless requested by the Administrative Agent or the Required Lenders, (d) any IP Rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (e) unless requested by the Administrative Agent or the Required Lenders, any personal property (other than personal property described in clause (d) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code, (f) the Equity Interests of any direct Foreign Subsidiary of any Loan Party to the extent not required to be pledged to secure the Obligations pursuant to Section 7.14(a), (g) any property which, subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(i) or 8.01(o) pursuant to documents which prohibit such Loan Party from granting any other Liens in such property, and (h) the vacant land located at Lot 1, Block 2, Circle Star Business Center 2nd Addition, Plymouth, Minnesota.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the Internal Revenue Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 11.13), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (c) and (e) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA to establish that such payment is exempt from withholding under FATCA.

“Existing Credit Agreement” has the meaning specified in Recital A to this Agreement.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

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“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code and any regulations promulgated thereunder or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated June 30, 2011 among the Borrower, the Administrative Agent and the Arranger.

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer).  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural 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 activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Financial Accounting Standards Board Accounting Standards Codification, consistently applied and as in effect from time to time.

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

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or

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supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means each Domestic Subsidiary of the Borrower identified as a “Guarantor” on the signature pages hereto and each other Person that joins as a Guarantor pursuant to Section 7.13 or otherwise, together with their successors and permitted assigns.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article IV.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Honor Date” has the meaning set forth in Section 2.03(c).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all obligations for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)           the Swap Termination Value of any Swap Contract;

(d)           all obligations to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)           indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)            all Attributable Indebtedness;

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(g)           all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h)          all Guarantees of such Person in respect of any of the foregoing; and

(i)            all Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three, six, nine or twelve months thereafter, as selected by the Borrower in its Loan Notice; provided that:

(i)            any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)          no Interest Period shall extend beyond the Maturity Date.

“Internal Revenue Code” means the Internal Revenue Code of 1986.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, or (c) an Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

“IP Rights” has the meaning specified in Section 6.17.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit 7.13 executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section 7.13.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns and, as the context requires, includes the Swing Line Lender.  For purposes of clarification ,a Person shall cease to be a Lender at such time as such Person is no longer a party to this Agreement.

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, however, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) $20,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan, Swing Line Loan or the Term Loan.

“Loan Documents” means this Agreement, each Note, each Issuer Document, each Joinder Agreement, the Collateral Documents and the Fee Letter.

“Loan Notice” means a notice of (a) a Borrowing of Revolving Loans or the Term Loan, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit 2.02.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Maturity Date” means August 1, 2016; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

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“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgaged Property” means any real property that is owned or leased by any Loan Party and is subject to a Mortgage.

“Mortgages” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent a security interest in the fee interests and/or leasehold interests of any Loan Party in any real property.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition.

“Note” has the meaning specified in Section 2.11(a).

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include (a) all obligations under any Swap Contract between any Loan Party or any Subsidiary, on one hand, and any Lender or Affiliate of a Lender, on the other hand, that is permitted to be incurred pursuant to Section 8.03(d) and (b) all obligations under any Treasury Management Agreement between any Loan Party or any Subsidiary, on one hand, and any Lender or Affiliate of a Lender, on the other hand.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the

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jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means 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.

“Outstanding Amount” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 11.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Permitted Acquisition” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided that (a) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar or a related line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (b) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (c) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis, (d) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (e) if such transaction involves the purchase of an interest in a partnership between any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction, (f) immediately after giving effect to such Acquisition, there shall be at least $5,000,000 of availability existing under the Aggregate Revolving Commitments, and (g) if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Acquisition) is greater than 2.00 to 1.0, the aggregate cash and non-cash consideration (including any assumption of Indebtedness and deferred purchase price but excluding any contingent earn-out obligations regardless of treatment under GAAP and Equity Interests issued) paid by the Borrower and its Subsidiaries for such Acquisition shall not exceed $25,000,000.

“Permitted Liens” means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01.

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“Permitted Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of machinery and equipment no longer used or useful in the conduct of business of the Borrower and its Subsidiaries that are Disposed of in the ordinary course of business; (c) Dispositions of property to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (f) the sale or disposition of Cash Equivalents for fair market value.

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

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 7.02.

“Pro Forma Basis” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in Section 8.11, such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 7.01(a) or 7.01(b).  In connection with the foregoing, (a) with respect to any Disposition or Involuntary Disposition, (i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by any Loan Party or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or 7.01(b) after giving effect to the applicable transaction on a Pro Forma Basis.

“Public Lender” has the meaning specified in Section 7.02.

“Register” has the meaning specified in Section 11.06(c).

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders holding in the aggregate more than 50% of (a) the unfunded Commitments and the outstanding Loans, L/C Obligations and participations therein or (b) if the Commitments have been terminated, the outstanding Loans, L/C Obligations and participations therein.  The unfunded Commitments of, and the outstanding Loans, L/C Obligations and participations therein held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 5.01, the secretary of a Loan Party or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.01(c), as applicable as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Loan” has the meaning specified in Section 2.01(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and

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thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Security Agreement” means the second amended and restated security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan Parties.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

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“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit 2.04.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Aggregate Revolving Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” has the meaning specified in Section 2.01(b).

“Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the principal amount set forth opposite such Lender’s name on Schedule 2.01. The aggregate principal amount of the Term Loan Commitments of all of the Lenders as in effect on the Closing Date is $50,000,000.

“Threshold Amount” means $5,000,000.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all L/C Obligations.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit or debit cards, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

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“Welfare Plan” means a welfare plan, as defined in Section 3(1) of ERISA, that is maintained for employees of any Loan Party or in respect of which any Loan Party could have liability.

1.02        Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)           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, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) 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 or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) 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.  Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party, such words are intended to signify that such Loan Party (or any of the Responsible Officers of such Loan Party) has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party (or any of the Responsible Officers of such Loan Party), if it had exercised reasonable and customary diligence, would have known or been aware of such fact or circumstance.

(b)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)           Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03        Accounting Terms.

(a)           Generally.  Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the

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Audited Financial Statements.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)           Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  For purposes of calculations made pursuant to the terms of this Agreement and determinations regarding whether a lease constitutes Attributable Indebtedness, GAAP will be deemed to treat operating leases in a manner consistent with their current treatment under GAAP as in effect on the Closing Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

(c)           Calculations.  Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to (i) any Disposition of all of the Equity Interests of, or all or substantially all of the assets of, a Subsidiary, (ii) any Disposition of a line of business or a division of a Loan Party or a Subsidiary, or (iii) any Acquisition, in each case, occurring during the applicable period.

1.04        Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05        Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06        Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01        Revolving Loans and Term Loan.

(a)           Revolving Loans.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment.  Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans.

(b)           Term Loan.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Term Loan”) to the Borrower in Dollars on the Closing Date in an amount equal to such Lender’s Term Loan Commitment.  Amounts repaid on the Term Loan may not be reborrowed.  The Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans.

(c)           Increases of the Aggregate Revolving Commitments.  The Borrower shall have the right, upon at least five Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments by up to $50,000,000 in the aggregate in one or more increases, at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent:

(i)            the Aggregate Revolving Commitments shall not exceed $150,000,000 without the consent of the Required Lenders;

(ii)           no Default shall have occurred and be continuing on the date on which such increase is to become effective;

(iii)          the representations and warranties set forth in Article VI shall be true and correct on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date;

(iv)          such increase shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof;

(v)           such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be

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required to provide an additional Revolving Commitment) and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent;

(vi)          the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and

(vii)         if any Revolving Loans are outstanding at the time of the increase in the Aggregate Revolving Commitments, all or a portion of any existing Revolving Loans shall be assigned and reallocated among the Lenders and/or the Borrower shall, if applicable, prepay one or more existing Revolving Loans (or portions thereof) (such prepayment to be subject to Section 3.05) in an amount necessary such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender (including any new Lenders) will hold its pro rata share (based on its Applicable Percentage of the increased Aggregate Revolving Commitments) of outstanding Revolving Loans.

2.02        Borrowings, Conversions and Continuations of Loans.

(a)           Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b)           Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each

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Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the Borrower as provided above.

(c)           Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.

(d)           The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)           After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than fifteen Interest Periods in effect with respect to the Loans.

2.03        Letters of Credit.

(a)           The Letter of Credit Commitment.

(i)            Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain

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Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)           The L/C Issuer shall not issue any Letter of Credit if:

(A)          subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving Commitments have approved such expiry date; or

(B)           the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.

(iii)          The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)          any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)           the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to borrowers generally;

(C)           except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;

(D)          such Letter of Credit is to be denominated in a currency other than Dollars;

(E)          such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(F)           any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

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(iv)          The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v)           The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi)          The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b)           Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least five Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require.  Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

(ii)           Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a

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Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii)          If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.

(iv)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)           Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof.  In such event, the Borrower shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments.  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this

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Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Loans that are Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)          Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)           Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by the Borrower of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)          If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with

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interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)           Repayment of Participations.

(i)            At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)           Obligations Absolute.  The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)          any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter

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of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any Subsidiary.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

Notwithstanding anything in this Section 2.03(e) to the contrary, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority.

(f)            Role of L/C Issuer.  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

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(g)           Applicability of ISP and UCP.  Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(h)           Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, upon the written request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i)            Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j)            Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)           Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such

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Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04        Swing Line Loans.

(a)           Swing Line Facility.  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall bear interest only at a rate based on the Base Rate.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b)           Borrowing Procedures.  Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

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(c)           Refinancing of Swing Line Loans.

(i)            The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)           If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)          If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)          Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving

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Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)           Repayment of Participations.

(i)            At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii)           If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)           Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f)            Payments Directly to Swing Line Lender.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05        Prepayments.

(a)           Voluntary Prepayments of Loans.

(i)            Revolving Loans and Term Loan.  The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and the Term Loan in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a

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Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.  For clarity, voluntary payments made by the Borrower for administrative convenience within the ten day period prior to the date on which a scheduled payment of Loans is required to be made under this Agreement shall not be treated as a voluntary prepayment of the Loans for purposes of this Agreement, provided that the Borrower shall notify the Administrative Agent in writing of such intent at least one Business Day prior to making such prepayment.

(ii)           Swing Line Loans.  The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding).  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b)           Mandatory Prepayments of Loans.

(i)            Revolving Commitments.  If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

(ii)           Dispositions and Involuntary Dispositions.  The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from each Disposition (other than a Permitted Transfer) and Involuntary Disposition to the extent such Net Cash Proceeds therefrom (A) are at least $1,000,000 and (B) are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower and its Subsidiaries within 180 days of the date of such Disposition or Involuntary Disposition; provided that the Borrower shall not be required to prepay the Loans and/or Cash Collateralize the L/C Obligations with the first $2,000,000 of Net Cash Proceeds from Dispositions and Involuntary Dispositions during any fiscal year.

(iii)          Debt Issuances.  Immediately upon receipt by any Loan Party or any Subsidiary of Net Cash Proceeds of at least $1,000,000 from any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

(iv)          Equity Issuances.  Within fifteen (15) days of receipt by any Loan Party or any Subsidiary of Net Cash Proceeds of at least $1,000,000 from Equity Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, if the Consolidated Leverage Ratio for the

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most recently completed four fiscal quarters is less than or equal to 2.00 to 1.0, then the Borrower shall not be required to make the foregoing payment.

(v)           Application of Mandatory Prepayments.  All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:

(A)          with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; and

(B)           with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) and (iv), first to the Term Loan (ratably to the remaining principal amortization payments), second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations (without a corresponding reduction in the Aggregate Revolving Commitments).

Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.06        Termination or Reduction of Aggregate Revolving Commitments.

The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Total Revolving Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments.  Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage.  All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

2.07        Repayment of Loans.

(a)           Revolving Loans.  The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(b)           Swing Line Loans.  The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date within ten (10) Business Days of demand therefor by the Swing Line Lender and (ii) the Maturity Date.

(c)           Term Loan.  The Borrower shall repay the outstanding principal amount of the Term Loan in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02:

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Payment Dates	Principal Amortization Payment
September 30, 2011	$2,500,000
December 31, 2011	$2,500,000
March 31, 2012	$2,500,000
June 30, 2012	$2,500,000
September 30, 2012	$2,500,000
December 31, 2012	$2,500,000
March 31, 2013	$2,500,000
June 30, 2013	$2,500,000
September 30, 2013	$2,500,000
December 31, 2013	$2,500,000
March 31, 2014	$2,500,000
June 30, 2014	$2,500,000
September 30, 2014	$2,500,000
December 31, 2014	$2,500,000
March 31, 2015	$2,500,000
June 30, 2015	$2,500,000
September 30, 2015	$2,500,000
December 31, 2015	$2,500,000
March 31, 2016	$2,500,000
June 30, 2016	$2,500,000
Maturity Date	Remaining principal amount outstanding

2.08        Interest.

(a)           Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate.

(b)           (i)            If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)           If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the written request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(iii)          Upon the written request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv)          Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)           Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09        Fees.

In addition to certain fees described in subsections (h) and (i) of Section 2.03:

(a)           Commitment Fee.  The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

(b)           Fee Letter.  The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10        Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)           All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Base Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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(b)           If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article IX.  The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.

2.11        Evidence of Debt.

(a)           The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each such promissory note shall be in the form of Exhibit 2.11(a) (a “Note”).  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)           In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12        Payments Generally; Administrative Agent’s Clawback.

(a)           General.  All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrower shall come due on a day other than a Business Day,

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payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)           (i)            Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)           Payments by Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, 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 L/C Issuer, in immediately available funds 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 Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)           Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or

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waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)           Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)           Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)            Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, 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 L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.13        Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata 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 subparticipations in L/C Obligations and Swing Line Loans 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 or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)           the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply).

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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such 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.

2.14        Cash Collateral.

(a)           Certain Credit Support Events.  Upon the written request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.  At any time that there shall exist a Defaulting Lender, immediately upon the written request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b)           Grant of Security Interest.  All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.  The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c).  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c)           Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.04, 2.05, 2.15 or 9.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)           Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 9.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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2.15        Defaulting Lenders.

(a)           Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)            Waivers and Amendments.  That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

(ii)           Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)          Certain Fees.  That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h).

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(iv)          Reallocation of Applicable Percentages to Reduce Fronting Exposure.  During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Lender.

(b)           Defaulting Lender Cure.  If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01        Taxes.

(a)           Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.  (i) Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes.  If, however, applicable Laws require any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)           If the Loan Parties or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Parties shall be increased as necessary so that after any

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required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)           Payment of Other Taxes by the Loan Parties.  Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.

(c)           Tax Indemnification.  (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within ten 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) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, 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.  The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection.  A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(ii)           Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e).  Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).  The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d)           Evidence of Payments.  Upon request by any Loan Party or the Administrative Agent, as the case may be, after any payment of Taxes by such Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such Loan Party, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Law to report such payment or other evidence of such payment reasonably satisfactory to such Loan Party or the Administrative Agent, as the case may be.

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(e)           Status of Lenders; Tax Documentation.  (i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

(ii)           Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,

(A)          any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B)           each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the 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 request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(I)            executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II)           executed originals of Internal Revenue Service Form W-8ECI,

(III)         executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,

(IV)         in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of Internal Revenue Service Form W-8BEN, or

(V)           executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States

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Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(iii)          Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(iv)          Each Lender shall deliver to the Administrative Agent and the Borrower such documentation reasonably requested by the Administrative Agent or the Borrower sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine whether payments to such Lender are subject to withholding tax under FATCA.

(f)            Treatment of Certain Refunds.  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.  If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or the L/C Issuer, 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 each Loan Party, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

3.02        Illegality.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Base Rate, or to determine or charge interest rates based upon the Eurodollar Base Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Base Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Base Rate component of the

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Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all of such Lender’s Eurodollar Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Base Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Base Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Base Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Base Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03        Inability to Determine Rates.

If the Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04        Increased Costs.

(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 Eurodollar Rate) or the L/C Issuer;

(ii)           subject any Lender or the L/C Issuer 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 Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

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(iii)          impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate 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 Loan the interest on which is determined by reference to the Eurodollar Base Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)           Capital Requirements.  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’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 L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’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 L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

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

(d)           Delay in Requests.  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’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 six-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05        Compensation for Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

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(a)           any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)           any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

(c)           any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13; or

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06        Mitigation Obligations; Replacement of Lenders.

(a)           Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b)           Replacement of Lenders.  If any Lender requests compensation under Section 3.04, if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or if any Lender gives notice pursuant to Section 3.02, the Borrower may replace such Lender in accordance with Section 11.13.

3.07        Survival.

All of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

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ARTICLE IV

GUARANTY

4.01        The Guaranty.

Subject to the following paragraph of this Section 4.01, each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with any Loan Party or any Subsidiary, and each holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof.  The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.  Subject to Section 4.03, each of the Guarantor’s obligations hereunder shall remain in full force and effect until such time as (a) this Agreement is terminated, (b) the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been fully and completely performed and indefeasibly satisfied, and (c) the Commitments have terminated.

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

4.02        Obligations Unconditional.

The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.  Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated.  Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

(a)           at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(b)           any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted;

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(c)           the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

(d)           any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or

(e)           any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

4.03        Reinstatement.

The obligations of the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including, without limitation, the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

4.04        Certain Additional Waivers.

Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.

4.05        Remedies.

The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01.  The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.

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4.06        Rights of Contribution.

The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.  Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated.

4.07        Guarantee of Payment; Continuing Guarantee.

The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01        Conditions of Effectiveness.

This Agreement shall be effective upon satisfaction of the following conditions precedent:

(a)           Loan Documents.  Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.

(b)           Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent.

(c)           No Material Adverse Change.  There shall not have occurred a material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of (i) the Borrower and its Subsidiaries, taken as a whole, since July 31, 2010 and (ii) Byrne and its Subsidiaries, taken as a whole, since December 31, 2010.

(d)           Organization Documents, Resolutions, Etc.  Receipt by the Administrative Agent of the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)            copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;

(ii)           such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

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(iii)          such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(e)           Personal Property Collateral.  Receipt by the Administrative Agent of the following:

(i)            UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;

(ii)           all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); and

(iii)          duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties.

(f)            Real Property Collateral.  Subject to Section 7.16, receipt by the Administrative Agent of the following:

(i)            fully executed and notarized Mortgages or amendments to existing Mortgages encumbering the fee interest of any Loan Party in each of the real properties designated as a Mortgaged Property on Schedule 6.20(a);

(ii)           maps or plats of an as-built survey of the sites of the real property covered by the Mortgages certified to the Administrative Agent and the title insurance company issuing the policies referred to in Section 5.01(f)(iii) in a manner reasonably satisfactory to each of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy;

(iii)          ALTA mortgagee title insurance policies or endorsements to existing title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; and

(iv)          evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of

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receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders.

(g)           Evidence of Insurance.  Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Administrative Agent as additional insured (in the case of liability insurance) or loss payee (in the case of hazard insurance) on behalf of the Lenders.

(h)           Closing Certificate.  Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying (and, as applicable, containing supporting calculations) (i) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, (ii) the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the Byrne Acquisition) does not exceed 2.25 to 1.0 and (iii) after giving effect to the Byrne Acquisition, there is at least $25,000,000 of availability under the Aggregate Revolving Commitments.

(i)            Byrne Acquisition.  The Byrne Acquisition shall have been, or substantially simultaneously with the closing of this Agreement will be, consummated in accordance with the terms of the Byrne Purchase Agreement and in compliance with all applicable Laws and regulatory approvals.  The Loan Parties shall have obtained all required consents and approvals of all requisite Governmental Authorities to the Byrne Acquisition.  The Byrne Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived that is adverse to the Lenders or to the Borrower, without the prior written consent of the Lenders.  The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Byrne Purchase Agreement as originally executed and delivered, together with any amendments or supplements thereto.

(j)            Fees.  Receipt by the Administrative Agent, the Arranger and the Lenders of any fees required to be paid on or before the Closing Date.

(k)           Attorney Costs.  The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02        Conditions to all Credit Extensions.

The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

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(a)           The representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

(b)           No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)           The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:

6.01        Existence, Qualification and Power.

Each Loan Party and each Subsidiary (a) is duly organized, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.02        Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) materially conflict with or result in any material breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or  (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, the violation or breach of which could reasonably be expected to have a Material Adverse Effect.

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6.03        Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (a) those that have already been obtained and are in full force and effect and (b) filings to perfect the Liens created by the Collateral Documents.

6.04        Binding Effect.

Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto.  Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, subject to applicable Debtor Relief Laws and to general principles of equity.

6.05        Financial Statements; No Material Adverse Effect.

(a)           The financial statements delivered pursuant to Sections 7.01(a) and 7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of certain year-end adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case as required by GAAP to be reflected on the consolidated balance sheet of the Borrower and its Subsidiaries.

(b)           The Audited Financial Statements and the unaudited consolidated and consolidating financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended April 30, 2011 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of certain year-end adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case as required by GAAP to be reflected on the consolidated balance sheet of the Borrower and its Subsidiaries.

(c)           From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Involuntary Disposition of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or in any other public filing of the Borrower and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.

(d)           Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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6.06        Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at Law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

6.07        No Default.

(a)           No Loan Party nor any Subsidiary is in default under or with respect to any Contractual Obligation that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

(b)           No Default has occurred and is continuing.

6.08        Ownership of Property.

Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.09        Environmental Compliance.

Except as could not reasonably be expected to have a Material Adverse Effect:

(a)           (a)           There is no violation by any Loan Party or any Subsidiary of any Environmental Law with respect to real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”) or the businesses operated by any Loan Party or any Subsidiary (the “Businesses”), and the Loan Parties do not know of any conditions relating to the Facilities or the Businesses that could give rise to liability of a Loan Party or any Subsidiary under any applicable Environmental Laws, including with respect to the containment of Hazardous Materials.

(b)           To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

(c)           No Loan Party nor any Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.

(d)           Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.

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(e)           No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses.

(f)            There has been no release or threat of release of Hazardous Materials by a Loan Party or any Subsidiary (or, to the knowledge of the Loan Parties, by any other Person) at or from the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

6.10        Insurance.

The properties of the Loan Parties and their Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates.  The property and general liability insurance coverage of the Loan Parties as in effect on the Closing Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 6.10.

6.11        Taxes.

Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets or otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.  To the knowledge of the Loan Parties, there is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect.  No Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.

6.12        ERISA Compliance.

(a)           Except as set forth on Schedule 6.12 hereto, neither the Borrower nor any of its ERISA Affiliates maintains or has maintained at any time any Pension Plans, Multiple Employer Plans or Multiemployer Plans.  Set forth on Schedule 6.12 is a complete and accurate list of all Welfare Plans and all Plans (other than Pension Plans) in respect of which any Loan Party or any of their Subsidiaries could have liability.  Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect.

(b)           There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect

(c)           Except as set forth in the financial statements referred to in Section 6.05(b) and in Article VII, neither the Borrower, any of the other Loan Parties nor any of their respective Subsidiaries has any

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material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106.

6.13        Subsidiaries.

Set forth on Schedule 6.13 is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, and (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary.  The outstanding Equity Interests of each Subsidiary of any Loan Party are validly issued, fully paid and non-assessable.

6.14        Margin Regulations; Investment Company Act.

(a)           The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e) will be margin stock.

(b)           None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

6.15        Disclosure.

No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

6.16        Compliance with Laws.

Each Loan Party and Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.17        Intellectual Property; Licenses, Etc.

Each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses.  Set forth on Schedule 6.17 is a list of all IP Rights registered or pending

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registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Closing Date.  Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person.  As of the Closing Date, none of the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.17.

6.18        Solvency.

The Borrower is Solvent, and the Loan Parties are Solvent on a consolidated basis.

6.19        Perfection of Security Interests in the Collateral.

The Collateral Documents create in favor of the Administrative Agent, for the benefit of the Lenders, valid security interests in, and Liens on, the Collateral purported to be covered thereby and described therein, which security interests and Liens will be, upon the timely and proper filings, deliveries, notations and other actions contemplated in the Collateral Documents, perfected security interests and Liens (to the extent that such security interests and Liens can be perfected by such filings, deliveries, notations and other actions), prior to all other Liens other than Permitted Liens.

6.20        Business Locations; Taxpayer Identification Number.

Set forth on Schedule 6.20(a) is a list of all real property located in the United States that is owned or leased by any Loan Party as of the Closing Date.  Set forth on Schedule 6.20(b) is a list of all locations where any tangible personal property of any Loan Party is located as of the Closing Date.  Set forth on Schedule 6.20(c) is the chief executive office, exact legal name, U.S. tax payer identification number and organizational identification number of each Loan Party as of the Closing Date.  Except as set forth on Schedule 6.20(d), no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its state of formation or (iii) been party to a merger, consolidation or other change in structure.

6.21        Labor Matters.

There are no collective bargaining agreements or Multiemployer Plans covering the employees of any Loan Party or any Subsidiary as of the Closing Date.  No Loan Party nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty in the five years preceding the Closing Date.

ARTICLE VII

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations for which no claim has been asserted) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Loan Party (except in the case of the covenants set forth in Sections 7.01, 7.02, 7.03 and 7.15, which shall only apply to the Borrower) shall and shall cause each Subsidiary to:

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7.01        Financial Statements.

Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)           as soon as available, but in any event within 105 days after the end of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries; and

(b)           as soon as available, but in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated and consolidating statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated and consolidating statements of changes in cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to certain normal year-end adjustments.

As to any information contained in materials furnished pursuant to Section 7.02(c), the Borrower shall not be separately required to furnish such information under Section 7.01(a) or 7.01(b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Section 7.01(a) or 7.01(b) above at the times specified therein.

7.02        Certificates; Other Information.

Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a)           concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and 7.01(b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower which shall include such supplements to Schedules 6.13, 6.17, 6.20(a), 6.20(b), 6.20(c) and 6.20(d), as are necessary such that, as supplemented, such Schedules would be accurate and complete as of the date of such Compliance Certificate (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

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(b)           not later than 60 days after the beginning of each fiscal year of the Borrower, commencing with the fiscal year beginning August 1, 2011, an annual business plan and budget of the Borrower and its Subsidiaries containing, among other things, pro forma financial statements for each quarter of such fiscal year;

(c)           promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the equityholders of any Loan Party or any Subsidiary, and copies of all annual, regular, periodic and special reports and registration statements which a Loan Party or any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d)           promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;

(e)           promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 7.01 or any other clause of this Section 7.02;

(f)            promptly, and in any event within ten Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial results or other accounting matters of any Loan Party or any Subsidiary thereof; and

(g)           promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a) or 7.01(b) or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

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The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not marked as “Public Side Information” and, to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07.  Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

7.03        Notices.

(a)           Within two (2) Business Days after a Responsible Officer obtains knowledge, notify the Administrative Agent and each Lender of:

(i)            the occurrence of any Default.

(ii)           any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(iii)          any Loan Party or any of their ERISA Affiliates establishing a Pension Plan or commencing participation in any Multiple Employer Plan or Multiemployer Plan

(iv)          the occurrence of any ERISA Event.

(v)           the occurrence of any Disposition, Involuntary Disposition, Equity Issuance or Debt Issuance, in each case, for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b).

(b)           Concurrently with the delivery of the financial statements required pursuant to Section 7.01, notify the Administrative Agent and each Lender of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary.

Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a)(i) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

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7.04        Payment of Taxes.

Pay and discharge, as the same shall become due and payable, all its federal and state income taxes and other material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Loan Party or such Subsidiary.

7.05        Preservation of Existence, Etc.

(a)           Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05.

(b)           Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)           Preserve or renew all of its IP Rights, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

7.06        Maintenance of Properties.

(a)           Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted.

(b)           Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)           Use the standard of care typical in the industry in the operation and maintenance of its facilities.

7.07        Maintenance of Insurance.

(a)           Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Party or such Subsidiary operates.

(b)           Cause the Administrative Agent to be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty days prior written notice before any such policy or policies shall be altered or canceled.

7.08        Compliance with Laws.

Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of

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Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

7.09        Books and Records.

Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be.

7.10        Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower, but in a manner that does not unreasonably interfere with normal operations; provided, however, (i) absent an Event of Default, not more than two such inspections per year shall be at the Borrower’s expense and (ii) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

7.11        Use of Proceeds.

Use the proceeds of the Credit Extensions (a) to finance working capital, capital expenditures and other lawful corporate purposes, (b) to finance the Byrne Acquisition and (c) to refinance certain existing Indebtedness, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.

7.12        ERISA Compliance.

Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Law; (b) cause each Plan that is qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code.

7.13        Additional Subsidiaries.

Within thirty days after the acquisition or formation of any Subsidiary:

(a)           notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and

(b)           if such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii)

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upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent.

7.14        Pledged Assets.

(a)           Equity Interests.  Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

(b)           Other Property.  (i) Cause all owned and leased real and personal property (other than Excluded Property) of each Loan Party to be subject at all times to first priority, perfected and, in the case of real property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Sections 5.01(e) and 5.01(f), all in form, content and scope reasonably satisfactory to the Administrative Agent.

7.15        Cash Concentration Accounts.

Maintain the Borrower’s main cash concentration accounts with the Administrative Agent or a Lender.

7.16        Post-Closing Matters.

To the extent not delivered to the Administrative Agent on the Closing Date, within ninety (90) days following the Closing Date (or by such later date as agreed to by the Administrative Agent in its sole discretion), deliver to the Administrative Agent the items described in Section 5.01(f) with respect to properties located at (a) 6351 Orangethorpe Avenue, Buena Park, California, 90620, (b) 501 N. FM 3038 East, Conroe, Texas  77303, and (c) 3150 Pollock Drive, Conroe, Texas  77303.

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ARTICLE VIII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations for which no claim has been asserted) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

8.01        Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)           Liens pursuant to any Loan Document;

(b)           Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not changed;

(c)           Liens (other than Liens imposed under ERISA) for Taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)           statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by Law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than sixty (60) days, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

(e)           pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f)            deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)           easements, rights-of-way, restrictions, zoning ordinances, declarations of covenants, common area cost sharing and maintenance agreements, and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h)           Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);

(i)            Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;

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(j)            leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary;

(k)           any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

(l)            Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02(a);

(m)          normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

(n)           Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(o)           Liens of the type described in Section 8.01(i) that secure Indebtedness permitted by Section 8.03(g), provided that such Liens do not extend to any assets other than the property financed with such Indebtedness; and

(p)           other Liens on real or personal property not otherwise permitted by this Section 8.01 so long as neither (i) the aggregate principal amount of the Indebtedness and other obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $5,000,000 at any time outstanding.

8.02        Investments.

Make any Investments, except:

(a)           Investments held in the form of cash or Cash Equivalents;

(b)           Investments existing as of the Closing Date and set forth on Schedule 8.02;

(c)           Investments in any Person that is a Loan Party prior to giving effect to such Investment;

(d)           Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party;

(e)           Investments (excluding Permitted Acquisitions and Investments in the amounts set forth on Schedule 8.02) by Loan Parties in Foreign Subsidiaries in an amount not to exceed $10,000,000 in the aggregate at any time outstanding;

(f)            Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(g)           Guarantees permitted by Section 8.03;

(h)           Permitted Acquisitions;

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(i)            Loans and advances to officers and other employees in the ordinary course of business of the Borrower and its Subsidiaries, in an amount not to exceed $500,000 in the aggregate at any time outstanding;

(j)            Investments consisting of other marketable securities, the aggregate purchase price of which shall not exceed $2,000,000;

(k)           Swap Contracts permitted by Section 8.03(d);

(l)            to the extent constituting Investments, repurchases of Equity Interests permitted by Section 8.06; and

(m)          Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed $10,000,000 in the aggregate at any time outstanding.

8.03        Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a)           Indebtedness under the Loan Documents;

(b)           Indebtedness set forth on Schedule 8.03 (and renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(c)           intercompany Indebtedness permitted under Section 8.02;

(d)           obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(e)           purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $10,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;

(f)            endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

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(g)           Indebtedness assumed in connection with any Permitted Acquisition but not incurred in contemplation thereof;

(h)           to the extent constituting Indebtedness, surety or performance bonds with respect to contracts for the performance of work entered into by any Loan Party in the ordinary course of business;

(i)            other unsecured Indebtedness in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding;

(j)            earn-out obligations incurred in respect of any Permitted Acquisition; and

(k)           Guarantees with respect to Indebtedness permitted under this Section 8.03; provided that if a Loan Party Guarantees Indebtedness of a Foreign Subsidiary, such Guarantee must also be permitted by Section 8.02 (other than Section 8.02(g)).

8.04        Fundamental Changes.

Merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Default exists or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving Person, (b) any Subsidiary may merge or consolidate with any other Subsidiary or transfer all or substantially all of its assets to any other Subsidiary provided that if a Loan Party is a party to such transaction, the continuing or surviving Person or transferee, as applicable, is a Loan Party, (c) the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition provided that (i) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving Person and (ii) if a Loan Party is a party to such transaction, such Loan Party is the surviving Person and (d) 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 have a Material Adverse Effect.

8.05        Dispositions.

Make any Disposition except:

(a)           Permitted Transfers; and

(b)           other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed $5,000,000.

8.06        Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

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(a)           each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b)           each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;

(c)           the Borrower may acquire its Equity Interests as the purchase price for, or otherwise in connection with (including for purposes of satisfying a tax obligation), the exercise or vesting of an equity award issued under an Equity Compensation Plan or pursuant to any stock option issued by the Borrower;

(d)           the Borrower may repurchase shares of its outstanding Equity Interests in an amount not to exceed $10,000,000 in the aggregate during the any twelve month period so long as (i) no Default exists or would result therefrom and (ii) the Consolidated Leverage Ratio (calculated on a Pro Forma Basis) is less than 2.00 to 1.00; and

(e)           so long as no Default exists or would result therefrom, the Borrower may pay cash dividends to the Borrower’s shareholders.

8.07        Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by the Loan Parties and their Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

8.08        Transactions with Affiliates and Insiders.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) transactions not prohibited by this Agreement, (d) normal and reasonable compensation (including compensation payable pursuant to employment agreements, severance agreements, equity plans, and other employee benefit plans) and reimbursement and advances of expenses (including indemnification expenses) of officers and directors and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

8.09        Burdensome Agreements.

Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or (4) customary restrictions and conditions contained in any agreement

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relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations.

8.10        Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

8.11        Financial Covenants.

(a)           Consolidated EBITDA.  Permit Consolidated EBITDA for any four consecutive fiscal quarter period of the Borrower to be less than $45,000,000.

(b)           Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 3.00 to 1.0.

(c)           Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.0.

8.12        Prepayment of Other Indebtedness, Etc.

If any Event of Default exists:

(a)           amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

(b)           make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents).

8.13        Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.

(a)           Amend, modify or change its Organization Documents in a manner adverse to the rights of the Lenders.

(b)           Change its fiscal year.

(c)           Without providing ten days prior written notice to the Administrative Agent, permit any Loan Party to change its name, state of formation or form of organization.

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8.14        Ownership of Subsidiaries.

Notwithstanding any other provisions of this Agreement to the contrary, (a) permit any Person (other than the Borrower or any wholly-owned Subsidiary) to own any Equity Interests of any Subsidiary except to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries, or (b) permit any Subsidiary to issue or have outstanding any shares of preferred Equity Interests.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01        Events of Default.

Any of the following shall constitute an Event of Default:

(a)           Non-Payment.  Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)           Specific Covenants.

(i) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01 or 7.02 and such failure continues for five days; or

(ii) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03, 7.05(a), 7.10, 7.11, 7.13 or 7.14 or Article VIII; or

(c)           Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlier of (a) a Responsible Officer of any Loan Party becoming aware of such failure or (b) written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d)           Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)           Cross-Default.  (i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts, either individually or in the aggregate) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or

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holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)            Insolvency Proceedings, Etc.  Any Loan Party or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or

(g)           Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or

(h)           Judgments.  There is entered against any Loan Party or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage other than by asserting a customary reservation of rights), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)            ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j)            Invalidity of Loan Documents.  Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies

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that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k)           Change of Control.  There occurs any Change of Control.

9.02        Remedies Upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)           declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)           declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)           require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)           exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or equity;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

9.03        Application of Funds.

After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

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Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them;

Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, Obligations arising under Treasury Management Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Lender or Affiliate of a Lender party to such Treasury Management Agreement or such Swap Contract, as the case may be.  Each holder of any such Obligations arising under Swap Contracts or Treasury Management Agreements that is not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE X

ADMINISTRATIVE AGENT

10.01      Appointment and Authority.

Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms 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

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Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have rights as a third party beneficiary of any of such provisions.

10.02      Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative 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 any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.03      Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)           shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)           shall not 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 the Administrative 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 the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c)           shall not, 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 any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) 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 the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default (other than a Default caused by the Borrower’s failure to pay Obligations consisting of principal, interest or fees directly to the Administrative Agent, for the account of the Lenders, in accordance with the express terms of this Agreement) unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

The Administrative Agent shall not 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

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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 the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04      Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (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.  The Administrative 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 L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), 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.

10.05      Delegation of Duties.

The Administrative 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 any one or more sub-agents appointed by the Administrative Agent.  The Administrative 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 the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

10.06      Resignation of Administrative Agent.

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the 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 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the 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 (a) the retiring Administrative 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 Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor

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Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative 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 Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

10.07      Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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 L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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.

10.08      No Other Duties; Etc.

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents 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, a Lender or the L/C Issuer hereunder.

10.09      Administrative Agent May File Proofs of Claim.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

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(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations arising under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 11.04) allowed in such judicial proceeding; and

(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

10.10      Collateral and Guaranty Matters.

The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)           to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Treasury Management Agreements and Swap Contracts as to which arrangements satisfactory to the applicable provider thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01;

(b)           to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and

(c)           to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular

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types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10.

10.11      Swap Contracts and Treasury Management Agreements.

                No Lender or any Affiliate of a Lender that is party to any Swap Contract or any Treasury Management Agreement permitted hereunder that obtains the benefits of Section 9.03 or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.  Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Swap Contracts and Treasury Management Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate of a Lender that is party to such Swap Contract or such Treasury Management Agreement, as the case may be.

ARTICLE XI

MISCELLANEOUS

11.01      Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that

(a)           no such amendment, waiver or consent shall:

(i)            extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(ii)           postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;

(iii)          reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary to (A) amend the definition of “Default Rate” or waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to

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amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(iv)          change Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;

(v)           change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly affected thereby;

(vi)          release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral;

(vii)         release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.04 or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone); or

(b)           unless also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;

(c)           unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and

(d)           unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;

provided, however, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

11.02      Notices; Effectiveness; Electronic Communications.

(a)           Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight

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courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)            if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii)           if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications 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 and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)           Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuer hereunder may 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 L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

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)           The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the

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Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)           Change of Address, Etc.  Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Laws.

(e)           Reliance by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03      No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan

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Parties or any of them shall be vested exclusively in, and all actions and proceedings at Law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04      Expenses; Indemnity; and Damage Waiver.

(a)           Costs and Expenses.  The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)           Indemnification by the Loan Parties.  The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, 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 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 any 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 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, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer 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 of Hazardous Materials on or from any property owned or operated by a Loan Party or any of

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its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, 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 any 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 any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if 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 the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer 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 L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (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) or the L/C Issuer 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) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)           Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable 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 subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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 other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e)           Payments.  All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f)            Survival.  The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05      Payments Set Aside.

To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any

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settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06      Successors and Assigns.

(a)           Successors and Assigns Generally.  The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto 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 subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) 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 assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)            Minimum Amounts.

(A)          in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)           in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the 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 $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee

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Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii)           Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

(iii)          Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)          the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)  Business Days after having received notice thereof;

(B)           the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

(C)           the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D)          the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of Revolving Loans and Revolving Commitments.

(iv)          Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)           No Assignment to Certain Persons.  No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural person.

(vi)          Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the

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assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the 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 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment).  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d) of this Section.

(c)           Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office 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 L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.  The Register shall be available for inspection by the Borrower and any Lender 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, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the 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 (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the other Lenders and the L/C Issuer 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

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right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant.  Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e)           Limitation on Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

(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 (including under its Note, if any) 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.

(g)           Resignation as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

11.07      Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its

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Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and 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 Laws or regulations 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, 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 or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Loan Party and its obligations, (g) with the consent of the 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 L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries.

For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary 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.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

11.08      Set-off.

If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable 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 L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of

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the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the 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.

11.09      Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10      Counterparts; Integration; Effectiveness; Amendment and Restatement.

(a)           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 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 5.01, 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 telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)           The parties to the Existing Credit Agreement each hereby agree that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (i) the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement, (ii) the Commitments under the Existing Credit Agreement and as defined therein automatically shall be replaced with the Commitments hereunder and (iii) all promissory notes issued to the Lenders under the Existing Credit Agreement and outstanding on the Closing Date shall be null and void and shall be deemed to have been replaced by the Notes issued to the Lenders under this Agreement on the Closing Date.  This Agreement is not a novation of the Existing Credit Agreement.  Each Lender shall use its commercially reasonable efforts to deliver to the Borrower all promissory notes issued to it under the Existing Credit Agreement within ninety (90) days following the Closing Date.

11.11      Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be

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relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12      Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13      Replacement of Lenders.

If (i) any Lender requests compensation under Section 3.04 or gives notice pursuant to Section 3.02, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, then the 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 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)           the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

(b)           such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c)           in the case of any such assignment resulting from a claim for compensation under Section 3.04, a notice given pursuant to Section 3.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter or eliminate the need for such notice to be given;

(d)           such assignment does not conflict with applicable Laws; and

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(e)           in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination;

provided, further, that the failure by such Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Lender and the mandatory assignment of such Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans shall nevertheless be effective without the execution by such Lender of an Assignment and Assumption.

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 the Borrower to require such assignment and delegation cease to apply.

11.14      Governing Law; Jurisdiction; Etc.

(a)           GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS OTHER THAN GENERAL OBLIGATIONS LAW SECTION 5-1401.

(b)           SUBMISSION TO JURISDICTION.  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY 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 THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER 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 IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15      Waiver of Right to Trial by Jury.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16      No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger, are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates.  To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.17      Electronic Execution of Assignments and Certain Other Documents.

The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall

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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 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.

11.18      USA 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 the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.  The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

[SIGNATURE PAGES FOLLOW]

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

BORROWER:	CANTEL MEDICAL CORP.,
	a Delaware corporation
	By:	/s/ Andrew A. Krakauer
	Name:		Andrew A. Krakauer
	Title:		President and Chief Executive Officer
GUARANTORS:	MINNTECH CORPORATION,
	a Minnesota corporation
	By:	/s/ Paul E. Helms
	Name:		Paul E. Helms
	Title:		Executive Vice President
	MAR COR PURIFICATION, INC.,
	a Pennsylvania corporation
	By:	/s/ Curtis D. Weitnauer
	Name:		Curtis D. Weitnauer
	Title:		President and Chief Executive Officer
	CROSSTEX INTERNATIONAL, INC.,
	a New York corporation
	By:	/s/ Gary D. Steinberg
	Name:		Gary D. Steinberg
	Title:		Chief Executive Officer
	STRONG DENTAL PRODUCTS, INC.,
	a Nevada corporation
	By:	/s/ Gary D. Steinberg
	Name:		Gary D. Steinberg
	Title:		Chief Executive Officer

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.
	as Administrative Agent
	By:	/s/ Kristine Thennes
	Name:		Kristine Thennes
	Title:		Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender
	By:	/s/ Jana L. Baker
	Name:		Jana L. Baker
	Title:		Vice President
	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ John H. Prol
	Name:		John H. Prol
	Title:		Senior Vice President
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Kenneth E. LaChance
	Name:		Kenneth E. LaChance
	Title:		Vice President

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EX-99.1

Exhibit 99.1

CANTEL MEDICAL CORP.

150 Clove Road

Little Falls, New Jersey 07424

FOR IMMEDIATE RELEASE

Contact:	Andrew A. Krakauer	Richard E. Moyer
	President and CEO	Cameron Associates, Inc.
	Cantel Medical Corp.	richard@cameronassoc.com
	Phone: (973) 890-7220	Phone: (212) 554-5466

CANTEL MEDICAL ACQUIRES
BYRNE MEDICAL, INC., SUBSTANTIALLY INCREASING ITS PRESENCE IN GI ENDOSCOPY

LITTLE FALLS, N.J. - August 2, 2011 - CANTEL MEDICAL CORP. (NYSE:CMN), through its Minntech subsidiary, has acquired the business and substantially all of the assets of Byrne Medical, Inc.  Byrne Medical, privately-owned and based outside Houston, TX, designs, manufactures and sells an innovative array of disposable infection control products intended to replace the necessity of sterilizing and reusing numerous components used in gastrointestinal (GI) endoscopy procedures.

For the twelve months ended June 30, 2011, Byrne Medical generated revenues of approximately $38.6 million and pre-tax income of $8.6 million.  After adjusting for the shareholders’ compensation and other non-recurring expenses, the pre-tax income would be approximately $11.5 million for the twelve-month period.  Capitalizing on Byrne Medical’s 20%+ historic growth profile, Cantel expects an increase in overall corporate gross margins and anticipates the acquisition to be accretive in Cantel’s first fiscal year ending July 31, 2012 (inclusive of the expenses resulting from purchase accounting, financing, and deal-related costs).

The purchase price was $100.0 million, comprised of $90.0 million in cash and 401,123 shares of restricted Cantel stock (valued at $10.0 million) that is subject to a multi-year lock-up and three-year price floor.  In addition, there is a contingent earnout of up to $10 million payable over two years based on gross profit growth targets of the acquired business.  Cantel will also be purchasing certain land and buildings utilized by the Byrne Medical business for $5.9 million so as to further develop a world-class, disposables manufacturing operation in Houston.  The founder and principal owner, Don Byrne, has entered into a three-year employment agreement and separate non-compete agreement.

In purchasing Byrne Medical, Cantel has greatly expanded its hospital and outpatient center-based GI endoscopy business, which includes its market leading Medivators® post-procedure cleaning business. With this acquisition, the company has entered into the

market for infection prevention and control products in the endoscopy procedure room itself.  Cantel’s collective endoscopy business, with approximately 80 sales consultants and clinical specialists, now offers the GI professional an unparalleled level of expertise and solutions to mitigate infection risks across the full endoscopy procedure cycle.

With the respective mottos of “Infection Control Matters™” and “Dedicated to Infection Prevention and Control,” Byrne Medical and Cantel have built their businesses around a shared commitment.  Byrne Medical’s initial products, the Endo SmartCap® and the EndoGator®, pioneered the movement to disposable alternatives for reusable water bottles and irrigation tube sets used in GI endoscopy procedures.  The company now offers an extensive suite of universally applicable infection control solutions including sterile, single-use air/water, suction and biopsy valves.

According to Andrew Krakauer, Cantel Medical’s President and CEO, “This is the largest transaction in Cantel’s history and clearly an important event.  It is very exciting to have two leading endoscopy product businesses as a part of Cantel. Building upon the tremendous growth and momentum in our Medivators endoscope reprocessing segment, Byrne Medical perfectly complements our strategic vision of expanding our presence in the hospital with higher margin, innovative disposables that greatly improve infection prevention and control.  We see a growing trend by healthcare providers in GI Endoscopy to minimize risks and reduce the complexities associated with manual cleaning and disinfection of reusable items.  The successful debut of our new Medivators endoscope reprocessors and single-use high-level disinfectants, along with the robust demand experienced for the Byrne Medical products, attest to this growing world-wide movement.”

Krakauer continued, “I am particularly impressed with Byrne Medical’s distinctive understanding of the issues faced by the frontline GI medical personnel and the ability to translate that into ingenious products that solve real problems.  Don Byrne has created an outstanding, customer-focused company with great products, excellent manufacturing capabilities, a very effective consultative sales force and an impressive management team.”

Don Byrne, President of Byrne Medical commented, “With so many opportunities in our sights, we believe Cantel is the perfect partner to aid us in accelerating our growth plans.  There is an excellent cultural fit between our companies, and we share an uncompromising commitment to assist healthcare providers in mitigating infection control risks.  I am so proud of what we have accomplished, and I am very thankful to the entire Byrne Medical team.  We are all excited to take this business to the next level in our partnership with Cantel and Minntech.”

To finance the transaction, Cantel Medical initiated a new, five-year $150.0 million credit facility ($100.0 million revolver and $50.0 million term loan) with its existing syndicate comprised of Bank of America, Wells Fargo and PNC Bank.

In accounting for the transaction, both the $10 million of restricted stock-with-a-floor and the potential $10 million in additional contingent consideration will result in mark-to-

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market fluctuations in future reported earnings of Cantel Medical.  Any such significant movements will be highlighted in the announcement of those results.

The Company will hold a conference call to discuss the acquisition of Byrne Medical on Wednesday, August 3, 2011 at 11:00 AM Eastern time. To participate in the conference call dial (877) 407-8033 or (201) 689-8033 approximately 5 minutes before the beginning of the call. If you are unable to participate, a digital replay of the call will be available through midnight on August 17, 2011 by dialing (877) 660-6853 and using passcode #286 and conference ID # 376814.

The call will simultaneously be broadcast live over the Internet at http://www.investorcalendar.com/IC/CEPage.asp?ID=165439. A replay of the webcast will be available until November 3, 2011.

About Medivators Business Group

Medivators is a Business Group of Minntech Corporation, a subsidiary of Cantel Medical Corp.  Minntech, founded in 1974, has its headquarters and major manufacturing operations in Minneapolis, Minnesota.  Medivators assists healthcare professionals in minimizing endoscopy-related nosocomial infections through the design, manufacture, and marketing of a comprehensive range of endoscope reprocessing equipment, high-level disinfectants, detergents, flushing aids, neutralizers, leak and fluid detection systems, and a broad array of accessories.  For further information, visit the Minntech website at http://www.minntech.com or http://www.medivators.com.

About Cantel Medical Corp.

Cantel Medical Corp. (NYSE:CMN) is a leading provider of infection prevention and control products in the healthcare market. Our products include water purification equipment, sterilants, disinfectants and cleaners, specialized medical device reprocessing systems for endoscopy and renal dialysis, disposable infection control products primarily for the dental industry, dialysate concentrates and other dialysis supplies, hollow fiber membrane filtration and separation products for medical and non-medical applications, and specialty packaging for infectious and biological specimens. We also provide technical maintenance for our products and offer compliance training services for the transport of infectious and biological specimens.  For further information, visit the Cantel website at http://www.cantelmedical.com.

About Byrne Medical, Inc.

Byrne Medical is fully committed to the pursuit of delivering infection prevention solutions that will reduce potential risks to caregivers and patients in GI Endoscopy.  Don Byrne, Founder and President, started the company in 1997 in Conroe, Texas with a single, disposable product and a vision to improve infection control practices.  Today, with a full-range of unique product solutions, Byrne Medical has become a recognized leader at the forefront of patient care and safety in GI Endoscopy.  Ernst & Young LLP recently honored Don Byrne with the Entrepreneur Of The Year® 2011 Gulf Coast Area

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Award in the Manufacturing and Distribution category.  For further information, visit the Byrne Medical website at http://www.byrnemedical.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties, including, without limitation, the risks detailed in Cantel’s filings and reports with the Securities and Exchange Commission. Such forward-looking statements are only predictions, and actual events or results may differ materially from those projected or anticipated.

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