INCREMENTAL TERM FACILITY SUPPLEMENT

prepayments in accordance with the order of priority set forth in Section 2.06 of the Credit Agreement):

provided, however, that the final principal repayment installment of the Tranche A Incremental Term Loans shall be repaid on the Maturity Date for the Tranche A Incremental Term Facility under which such Tranche A Incremental Term Loans were made and in any event shall be in an amount equal to the aggregate principal amount of all Tranche A Incremental Term Loans outstanding on such date;

(d)                                 The Applicable Rate for the Tranche A Incremental Term Loans shall be for any day, with respect to Base Rate Loans and Eurodollar Rate Loans, the applicable rate per annum set forth below in the grid captioned “Tranche A Incremental Term Facility — Applicable Rate”, under the captions “Base Rate Percentage” or “Eurodollar Rate Percentage” cited therein, as the case may be, based upon the Senior Secured Credit Rating:

Tranche A Incremental Term Facility — Applicable Rate

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Any increase or decrease in the Applicable Rate resulting from a change in the Senior Secured Credit Rating shall become effective as of the first Business Day immediately following the date of such change in the Senior Secured Credit Rating; and

(e)                                  The making of the Tranche A Incremental Term Loans shall be subject to the provisions of Sections 2.01(b), 2.02 and 4.02 of the Credit Agreement.

Section 2.                                            Representations and Warranties of the Borrower. The Borrower represents to the Administrative Agent and the Incremental Term Loan Lenders that:

(a)                                  No Default has occurred and is continuing on and as of the Effective Date or would result from the addition of the Incremental Term Facility hereunder;

(b)                                 The representations and warranties of the Borrower contained in Article V or any other Loan Document, are true and correct in all material respects on and as of the Effective Date, 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, and except that for purposes of this Section 2(b), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;

(c)                                  The Borrower has complied with each of the conditions set forth in Section 2.15(c) of the Credit Agreement on and as of the Effective Date; and

(d)                                 The Tranche A Incremental Term Facility does not exceed the Term Commitment Increase Availability.

Section 3.                                            New Lenders.

Each Incremental Term Loan Lender that is an Additional Term Loan Lender:

(a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, and (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of

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the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement and provide its Incremental Term Commitment hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender;

(b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents;

(c) appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto;

(d) agrees that it will perform in accordance to their terms, all obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and

(e) in the case of such Incremental Term Loan Lender that is a Foreign Lender, comply with the provisions of Section 10.15 of the Credit Agreement.

Section 4.                                            Reference to and Effect on Loan Documents. (a) On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as supplemented by this Supplement. This Supplement is an Incremental Term Facility Supplement referred to in the definition of Loan Documents and shall for all purposes constitute a Loan Document.

(b)                                 The Credit Agreement, the Notes and each of the other Loan Documents, as specifically supplemented by this Supplement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, without limitation, any Obligations created or contemplated hereunder) of the Loan Parties under the Loan Documents, in each case as supplemented by this Supplement.

(c)                                  Each of the undersigned Guarantors consents to this Supplement and the transactions contemplated hereby and hereby confirms and agrees that (i) notwithstanding the effectiveness of this Supplement, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Supplement each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit

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Agreement, as supplemented by this Supplement, and (b) each of the Collateral Documents to which such Guarantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all Obligations (including, without limitation, any Obligations created or contemplated hereunder) to be secured thereunder.

Section 5.                                            Costs and Expenses. The Borrower agrees to pay or reimburse all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Supplement and the other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement.

Section 6.                                            Execution in Counterparts. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Supplement by telecopier shall be effective as delivery of a manually executed counterpart of this Supplement.

Section 7.                                            Effective Date; Termination of Commitments. This Supplement shall become effective on the requested Effective Date subject to (a) receipt by the Administrative Agent of executed counterparts of this Supplement by each party hereto, (b) receipt by the Administrative Agent of an Administrative Questionnaire from each Additional Term Loan Lender party hereto, (c) the representations and warranties of the Borrower in Section 2 being true and correct in all material respects, (d) receipt by the Administrative Agent of a Note duly executed by the Borrower in favor of each Lender requesting a Note, (e) payment of all accrued fees and expenses of the Incremental Term Loan Lenders, the Administrative Agent and the Lead Arranger by the Borrower, and (f) such date not being later than the Termination Date. If the Effective Date and the Incremental Term Facility Closing Date do not occur on or prior to the Termination Date, the Incremental Term Commitments hereunder shall automatically terminate.

Section 8.                                            Governing Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement

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SCHEDULE I
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INCREMENTAL TERM FACILITY SUPPLEMENT (TRANCHE A)