Set forth below in this term sheet (the "Term Sheet") is a summary of the principal terms and conditions for the Facilities. [Capitalized terms used but not defined in this Exhibit [A] shall have the meanings set forth in the Commitment Letter to which this Exhibit [A] is attached (the "Commitment Letter").]

[THE ABOVE TERMS DO NOT CONSTITUTE OR IMPLY A COMMITMENT TO PROVIDE FUNDING BY ANY LENDER, NOR A REPRESENTATION THAT SUCH FUNDING WILL BE MADE AVAILABLE. ANY SUCH COMMITMENT WILL BE SUBJECT TO CONTRACT, CREDIT APPROVAL [AND SATISFACTORY DUE DILIGENCE] AND DOCUMENTATION.]

SCHEDULE A

Conditions precedent to initial borrowings under the Facilities shall [include, without limitation/be limited to]:

(a) Loan Documentation. Delivery of executed loan documentation for the Facilities on terms reasonably acceptable to the Arrangers and consistent with the terms of this Term Sheet.

(b) Guaranties and Collateral. Delivery of executed [GUARANTIES] and [SECURITY AGREEMENT] required from the Loan Parties in form, scope and substance reasonably satisfactory to the Arrangers. [Subject to the limitations set forth in the Commitment Letter,] (i) the Collateral Agent shall have a first priority perfected security interest (subject to permitted liens) in all Collateral, (ii) all required filings, recordations and searches with respect to such security interests shall have been duly made, and (iii) all filings and recording fees and taxes shall have been duly paid.

(c) Customary Ancillary Documents. Delivery of (i) customary legal opinions, evidence of authority, corporate documents, documents from public officials, and officers' certificates as to the Borrower and each of the Guarantors; (ii) evidence of insurance; and (iii) a customary borrowing certificate, each in form and substance satisfactory to the Arrangers.

(d) Financial Statements. Receipt by the Arrangers of (i) [at least [30] days prior to the Closing Date,] audited financial statements of the Borrower for the prior [three] completed fiscal years immediately preceding the Closing Date; (ii) [at least [5] days prior to the Closing Date,] unaudited financial statements for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date; and (iii) customary pro forma financial statements for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least [45] days prior to the Closing Date, prepared giving effect to the Transaction and the Facilities [prepared in accordance with Regulation S-X of the Securities Act of 19, as amended (Regulation S-X) for Form S-1 registration statements].