Term Credit Agreement

Exhibit 10.1

EXECUTION COPY$150,000,000
TERM CREDIT AGREEMENTDATED AS OF AUGUST 18, 2006AMONGNEWPARK RESOURCES, INC., A DELAWARE CORPORATION,AS BORROWER,THE LOAN PARTIES,THE LENDERS FROM TIME TO TIME PARTIES HERETO ,JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENTANDWILMINGTON TRUST COMPANY
AS COLLATERAL AGENT J.P. MORGAN SECURITIES INC.,
AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER


TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II THE FACILITY 17 2.1. The Facility 17 2.2. Ratable Loans 18 2.3. Repayment of Loans 18 2.4. Minimum Amount of Each Advance 18 2.5. Funding Account 18 2.6. Reliance Upon Authority; No Liability 18 2.7. Conversion and Continuation of Outstanding Advances 18 2.8. Telephonic Notices 19 2.9. Notification of Advances, Interest Rates and Repayments 19 2.10. Fees 19 2.11. Interest Rates 19 2.12. Eurodollar Advances Post Default; Default Rates 20 2.13. Interest Payment Dates; Interest and Fee Basis 20 2.14. Voluntary Prepayments 20 2.15. Mandatory Prepayments 21 2.16. Termination of Commitments and the Facility 22 2.17. Method of Payment 23 2.18. Apportionment, Application, and Reversal of Payments 23 2.19. [Intentionally Omitted.] 23 2.20. Indemnity for Returned Payments 23 2.21. Noteless Agreement; Evidence of Indebtedness 24 2.22. Lending Installations 24 2.23. Non-Receipt of Funds by the Administrative Agent 24 ARTICLE III YIELD PROTECTION; TAXES 25 3.1. Yield Protection 25 3.2. Changes in Capital Adequacy Regulations 26 3.3. Availability of Types of Advances 26 3.4. Funding Indemnification 26 3.5. Taxes 26 3.6. Lender Statements; Survival of Indemnity 28 ARTICLE IV CONDITIONS PRECEDENT 29 4.1. Effectiveness 29 4.2. Credit Extension 30 ARTICLE V REPRESENTATIONS AND WARRANTIES 31 5.1. Existence and Standing 31 5.2. Authorization and Validity 31 5.3. No Conflict; Government Consent 31 5.4. Security Interest in Collateral 32 5.5. Financial Statements 32 5.6. Material Adverse Change 33

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Page 5.7. Taxes 33 5.8. Litigation and Contingent Obligations 33 5.9. Capitalization and Subsidiaries 33 5.10. ERISA 33 5.11. Accuracy of Information 33 5.12. Regulation U 34 5.13. No Defaults, etc 34 5.14. Compliance With Laws 34 5.15. Ownership of Properties 34 5.16. Environmental Matters 34 5.17. Investment Company Act 34 5.18. Bank Accounts 34 5.19. Intellectual Property Rights 34 5.20. Solvency 35 5.21. Post-Retirement Benefits 35 5.22. Common Enterprise 35 5.23. Labor Disputes 35 ARTICLE VI COVENANTS 36 6.1. Financial and Collateral Reporting 36 6.2. Use of Proceeds 37 6.3. Notices 37 6.4. Conduct of Business 38 6.5. Taxes 39 6.6. Payment of Indebtedness and Other Liabilities 39 6.7. Insurance 39 6.8. Compliance with Laws 40 6.9. Maintenance of Properties and Intellectual Property Rights 40 6.10. Inspection 40 6.11. Additional Real Property Requirements 41 6.12. Collateral Access Agreements and Real Estate Purchases 41 6.13. Deposit Account Control Agreements 41 6.14. Additional Collateral; Further Assurances 41 6.15. Dividends 42 6.16. Indebtedness 43 6.17. Merger 45 6.18. Sale of Assets 45 6.19. Investments and Acquisitions 45 6.20. Liens 46 6.21. Affiliate Transactions 48 6.22. Amendments to Agreements 48 6.23. Prepayment of Indebtedness; Senior Subordinated Debt 48 6.24. Financial Contracts 49 6.25. Financial Covenants 49 6.26. Rate Management Transactions 49 ARTICLE VII DEFAULTS 49 ARTICLE VIII REMEDIES; WAIVERS AND AMENDMENTS 52 8.1. Remedies 52 8.2. Waivers by Loan Parties 53

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Page 8.3. Amendments 53 8.4. Preservation of Rights 55 ARTICLE IX GENERAL PROVISIONS 55 9.1. Survival of Representations 55 9.2. Governmental Regulation 55 9.3. Headings 55 9.4. Entire Agreement 55 9.5. Several Obligations; Benefits of this Agreement 56 9.6. Expenses; Indemnification 56 9.7. Numbers of Documents 57 9.8. Accounting 57 9.9. Severability of Provisions 57 9.10. Nonliability of Lenders 57 9.11. Confidentiality 58 9.12. Nonreliance 59 9.13. Disclosure 59 9.14. Acknowledgements 59 ARTICLE X THE AGENTS 59 10.1. Appointment 59 10.2. Delegation of Duties 59 10.3. Exculpatory Provisions 59 10.4. Reliance by Agent 60 10.5. Notice of Default 60 10.6. Non-Reliance on Agents and Other Lenders 60 10.7. Indemnification 61 10.8. Administrative Agent in Its Individual Capacity 61 10.9. Successor Agent 61 10.10. Collateral Agent 62 10.11. Execution of Loan Documents 62 ARTICLE XI SETOFF; RATABLE PAYMENTS 63 11.1. Setoff 63 11.2. Ratable Payments 63 ARTICLE XII SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS 63 ARTICLE XIII NOTICES 66 13.1. Notices; Effectiveness; Electronic Communications 66 13.2. Change of Address, Etc 67 ARTICLE XIV COUNTERPARTS 67 ARTICLE XV GUARANTY 67 15.1. Guaranty 67 15.2. Guaranty of Payment 68 15.3. No Discharge or Diminishment of Guaranty 68 15.4. Defenses Waived 69 15.5. Rights of Subrogation 69

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Page 15.6. Reinstatement; Stay of Acceleration 70 15.7. Information 70 15.8. Termination 70 15.9. Taxes 70 15.10. Severability 70 15.11. Contribution 71 15.12. Lending Installations 71 15.13. Liability Cumulative 71 ARTICLE XVI CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL 71 16.1. GOVERNING LAW 71 16.2. Submission To Jurisdiction; Waivers 71 16.3. WAIVERS OF JURY TRIAL 72

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PRICING SCHEDULE EXHIBIT A CONVERSION/CONTINUATION NOTICEEXHIBIT B NOTEEXHIBIT C FORM OF OPINIONEXHIBIT D COMPLIANCE CERTIFICATEEXHIBIT E JOINDER AGREEMENTEXHIBIT F ASSIGNMENT AND ASSUMPTIONSCHEDULE 5.8 LITIGATION AND CONTINGENT OBLIGATIONSSCHEDULE 5.9 CAPITALIZATION AND SUBSIDIARIESSCHEDULE 5.15 OWNERSHIP OF PROPERTIESSCHEDULE 5.23 LABOR MATTERSSCHEDULE 6.7 INSURANCE EXCEPTIONSSCHEDULE 6.11 MORTGAGED REAL PROPERTYSCHEDULE 6.16 INDEBTEDNESSSCHEDULE 6.19 OTHER INVESTMENTSSCHEDULE 6.20 LIENS

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CREDIT AGREEMENT This Credit Agreement, dated as of August 18, 2006, among Newpark Resources, Inc., a Delaware corporation, as the Company and as the Borrower, the other Loan Parties, the Lenders, JPMorgan Chase Bank, N.A., as the Administrative Agent and Wilmington Trust Company, as the Collateral Agent. RECITALS WHEREAS, the Company desires to refinance or repurchase (the " Refinancing" ) (a) the Company' s $125,000,000 8 5/8 % Senior Subordinated Notes, Series A and Series B, each due 2007 and each as issued under the Indenture (the " Senior Subordinated Notes" ) and (b) certain other Indebtedness and to pay related transaction fees and expenses; WHEREAS, in connection with the Refinancing, the Company has requested that the Lenders make available a senior secured credit facility and the Lenders have agreed to provide such a facility subject to the terms and conditions set forth herein; WHEREAS, the Borrower and the other Loan Parties have agreed to secure all of their obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Agents and Lenders, a security interest in and lien upon the Collateral as set forth in the Collateral Documents; and WHEREAS, the Guarantors have agreed to guarantee all of the Obligations of the Borrower under the Loan Documents to the Agents and the Lenders as set forth in the Guaranty; NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS As used in this Agreement: " Account" shall have the meaning given to such term in the Security Agreement. " Account Debtor" means any Person obligated on an Account. " Acquisition" means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Capital Stock of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Capital Stock having such power only by reason of the happening of a contingency) or a majority of the outstanding Capital Stock of a Person.


" Administrative Agent" means JPMorgan Chase Bank, N.A., together with its affiliates, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. " Advance" means a borrowing hereunder, (a) made by some or all of the Lenders on the same Borrowing Date, or (b) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. " Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of the voting Capital Stock of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise. " Agents" means, collectively, the Administrative Agent and the Collateral Agent. " Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof, which Aggregate Commitment shall initially be in the amount of $150,000,000. " Aggregate Credit Exposure" means, at any time, the aggregate of the Credit Exposure of all the Lenders. " Agreement" means this Credit Agreement, as it may be amended or modified and in effect from time to time. " Alternate Base Rate" means, for any day, a rate of interest per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the higher of (a) the Prime Rate for such day or (b) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. " Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. " Applicable Prepayment Percentage" means, for any Fiscal Year, (i) 50% or (ii) if the Consolidated Leverage Ratio as of the last day of such Fiscal Year is equal to or less than 2.0 to 1.0 but greater than 1.5 to 1.0, 25% or (iii) if the Consolidated Leverage Ratio as of the last day of such Fiscal Year is equal to or less than 1.5 to 1.0, 0%. " Approved Fund" is defined in subsection (b) of Article XII . " Arranger" means JPMorgan Securities, Inc. and its successors, in its capacity as Lead Arranger and Sole Book Runner. " Article" means an article of this Agreement unless another document is specifically referenced. " Assignee" is defined in subsection (b) of Article XII .

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" Assignment and Assumption" means an Assignment and Assumption, substantially in the form of Exhibit F. " Authorized Officer" means any of John R. Dardenne, Paul L. Howes or Eric M. Wingerter. " Availability Period" means the period from and including the Closing Date to the earlier of September 29, 2006 and the date of termination of the Commitments. " Bankruptcy Code" means Title 11 of the U.S. Code (11 U.S.C. a7 101 et seq .) as amended, reformed, or otherwise modified from time to time, and any rule or regulation issued thereunder. " Borrower" means the Company. " Borrowing Date" means the date on which the Loans are made hereunder. " Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided , that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Advances or Eurodollar Loans, such day is also a day for trading by and between banks in U.S. dollar deposits in the interbank eurodollar market. " Capital Expenditures" means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP. " Capital Stock" means any and all corporate stock, units, shares, partnership interests, membership interests, equity interests, rights, securities, or other equivalent evidences of ownership (howsoever designated) issued by any Person and any and all warrants, rights or options to purchase any of the foregoing. " Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. " Capitalized Lease Obligations" of a Person means the aggregate amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP. " Cash Equivalent Investments" means (a) short-term obligations of, or fully guaranteed by, the U.S., (b) commercial paper rated A-1 or better by S&P or P-1 or better by Moody' s, (c) demand deposit accounts maintained in the ordinary course of business with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) certificates of deposit issued by and time deposits with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; provided that , in each case, the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest. " Change in Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d3 of the Securities and Exchange

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Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting Capital Stock of the Borrower. " Closing Date" means the date of this Agreement. " Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder. " Collateral" means any and all Property covered by the Collateral Documents and any and all other Property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Collateral Agent, on behalf of itself and the Lenders, to secure the Obligations. " Collateral Access Agreement" means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Agents, between the Collateral Agent and any third party (including any bailee, consignee, customs broker, processor, or other similar Person) in possession of any Collateral or any landlord of any Loan Party for any real Property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time. " Collateral Agent" means Wilmington Trust Company, together with its successors and assigns, as the collateral agent for the benefit of the Agents and Lenders under this Agreement and the other Loan Documents. " Collateral Documents" means, collectively, the Intercreditor Agreement, the Security Agreement, the Mortgages and any other documents granting a Lien upon the Collateral as security for payment of the Obligations. " Commitment" means, for each Lender, the obligation of such Lender to make Loans to the Borrower in an aggregate amount not exceeding the amount set forth in the Commitment Schedule or as set forth in any Assignment and Assumption that has become effective pursuant to Article XII , as such amount may be modified from time to time pursuant to the terms hereof. The original aggregate amount of the Commitments is $150,000,000. " Commitment Schedule" means the Schedule attached hereto identified as such. " Company" means Newpark Resources, Inc., a Delaware corporation. " Compliance Certificate" is defined in Section 6.1(e) . " Conduit Lender" means any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 3.1 , 3.2 , 3.4 , 3.5 or 9.6 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

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" Consolidated Capital Expenditures" means, with reference to any period, the Capital Expenditures of the Company and its Subsidiaries calculated on a consolidated basis for such period. " Consolidated EBITDA" means Consolidated Net Income plus , to the extent deducted in determining Consolidated Net Income, (a) Consolidated Interest Expense, (b) expense for taxes paid or accrued, net of tax refunds, (c) depreciation, (d) amortization, (e) any non-cash Capital Stock based compensation expenses and (f) non-recurring non-cash charges, minus , to the extent included in Consolidated Net Income, extraordinary gains (as determined in accordance with GAAP) realized other than in the ordinary course of business, all calculated for the Company and its Subsidiaries on a consolidated basis. " Consolidated Fixed Charges" means, with reference to any period, without duplication, cash Consolidated Interest Expense, plus prepayments and scheduled principal payments on Indebtedness (other than with respect to (a) the revolving loans under the Existing Credit Agreement, (b) the repayment of the Senior Subordinated Notes, (c) the repayment of the RBS Facility, and (d) the repayment of the Term A Loans and the Supplemental Term Loans (as such terms are defined in the Existing Credit Agreement)) made during such period, plus expense for taxes paid in cash, plus dividends or distributions paid in cash, plus repurchases or redemptions of Capital Stock paid in cash, plus Capitalized Lease payments, plus cash contributions to any Plan, all calculated for the Company and its Subsidiaries on a consolidated basis. " Consolidated Interest Expense" means, with reference to any period, the interest expense of the Company and its Subsidiaries calculated on a consolidated basis for such period. " Consolidated Leverage Ratio" means the ratio, determined as of the end of each Fiscal Quarter of the Company for the applicable Test Period, of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such Test Period. " Consolidated Net Income" means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated on a consolidated basis for such period; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. " Consolidated Total Debt" means, at any date, the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. " Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.

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" Controlled Group" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code. " Conversion/Continuation Notice" is defined in Section 2.7 . " Copyrights" shall have the meaning given to such term in the Security Agreement. " Credit Exposure" means, as to any Lender at any time, an amount equal to (a) until the Borrowing Date, the amount of its Commitment at such time and (b) thereafter, the aggregate principal amount of its Loans outstanding at such time. " Credit Extension" means the making of an Advance hereunder. " Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute an Event of Default. " Deferred Prepayment Date" is defined in Section 2.15(c) . " Deposit Account Control Agreement" means an agreement, in form and substance reasonably satisfactory to the Agents, among any Loan Party, a banking institution holding such Loan Party' s funds, and the Collateral Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by any Loan Party with such banking institution. " Document" shall have the meaning given to such term in the Security Agreement. " Domestic Subsidiary" means any Subsidiary which is organized under the laws of the U.S. or any state of the U.S. " Effective Date" means the date that the conditions precedent set forth in Article IV are satisfied. " Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof. " Equipment" has the meaning specified in the Security Agreement. " ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder. " Eurodollar Advance" means an Advance which, except as otherwise provided in Section 2.12 , bears interest at the applicable Eurodollar Rate. " Eurodollar Base Rate" means, with respect to each day during each Interest Period pertaining to a Eurodollar Loan or a Eurodollar Advance, the rate per annum determined on the basis of the rate for

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deposits in U.S. dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 a.m., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the " Eurodollar Base Rate" shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered U.S. dollar deposits at or about 11:00 a.m., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein. " Eurodollar Loan" means a Loan which, except as otherwise provided in Section 2.12 , bears interest at the applicable Eurodollar Rate. " Eurodollar Rate" means, with respect to a Eurodollar Advance or a Eurodollar Loan for the relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base Rate applicable to such Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (b) the Applicable Margin. " Event of Default" means an event described in Article VII . " Excess Cash Flow" means, for any Fiscal Year of the Company, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income and (iii) the aggregate net amount of non cash loss on the disposition of property by the Company and its Subsidiaries during such Fiscal Year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the Company and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures), (iii) the aggregate amount of all prepayments of the Loans during such Fiscal Year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Loans) of the Company and its Subsidiaries made during such Fiscal Year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and (v) the aggregate net amount of non-cash gain on the disposition of property by the Company and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income. " Excess Cash Flow Payment" is defined in Section 2.15(c) . " Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and each Agent, taxes imposed on its overall revenue or net income, and franchise taxes imposed on it, by (a) the jurisdiction under the laws of which such Lender or such Agent is incorporated or organized or (b) the jurisdiction in which the such Agent' s or such Lender' s principal executive office or such Lender' s applicable Lending Installation is located. " Exhibit" refers to an exhibit to this Agreement, unless another document is specifically referenced. " Existing Credit Agreement" means the Amended and Restated Credit Agreement, dated as of February 25, 2004, among the Company, each of the other Borrowers party thereto, the Loan Parties party

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thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. (successor by merger ...