LOAN AND SECURITY AGREEMENT
Revolving Line of Credit
(Just In Time Loan - Partnership)
This LOAN AND SECURITY AGREEMENT dated November 9, 2007, for reference purposes only,
is executed by and between * * *, a division of * * * (“Bank”) and VESTAR CAPITAL PARTNERS V, L.P.,
a Cayman Islands exempted limited partnership (“Borrower”). The exhibits attached hereto (“Exhibits”) are
incorporated herein by this reference, and this agreement and the Exhibits are referred to herein as the
For purposes of the Loan Documents, capitalized terms not otherwise defined in this Agreement shall
have the meanings provided below or in the Commercial Code.
1.1 Agreement - means this Agreement and any extensions, supplements, amendments or
modifications to this Agreement.
1.2 Bank - means and refers to * * *, a division of * * *.
1.3 Bank Expenses - means all costs and expenses incurred by Bank in connection with: (i) this
Agreement or other Loan Documents; (ii) the transactions contemplated hereby or thereby; (iii) the enforcement
of any rights hereunder or thereunder; (iv) the recordation or filing of any documents; (v) Bank’s Attorneys’ Fees;
(vi) if applicable, the creation, perfection or enforcement of the lien on any item of Collateral; and (vii) any
expenses incurred in any proceedings in the U.S. Bankruptcy Courts in connection with any of the foregoing.
1.4 Bankruptcy Code - means the U. S. Bankruptcy Code as now enacted or hereafter amended.
1.5 Borrower Resolution - means, if Borrower is an entity, the resolution, consent or other written
authorization executed by Borrower’s governing board, partner(s), member(s), manager(s) or officer(s), as the
case may be, authorizing Borrower to execute and deliver this Agreement and the other Loan Documents and to
enter into the transactions contemplated hereby and thereby, in form and content acceptable to Bank.