creditagreement.htm


    Exhibit
      10.1

     

    EXECUTION
      COPY

     

     

    U.S.
      $220,000,000

     

     

    CREDIT
      AGREEMENT

     

     

    Dated
      as
      of October 29, 2007

     

     

    Among

     

     

    OLIN
      CORPORATION

    and

    PCI
      CHEMICALS CANADA COMPANY/ SOCIÉTÉ PCI CHIMIE CANADA

     

     

    as
      Borrowers

     

     

    THE
      BANKS
      NAMED HEREIN

     

     

    as
      Banks

     

     

    CITIBANK,
      N.A.

     

     

    as
      Administrative Agent

     

     

    BANK
      OF
      AMERICA, N.A.

     

     

    as
      Syndication Agent

     

     

    WACHOVIA
      BANK, N.A.

    and

    THE
      NORTHERN TRUST COMPANY

     

     

    as
      Documentation Agents

     

     

    BANC
      OF
      AMERICA SECURITIES LLC

     

     

    as
      Joint Lead Arranger

     

     

    and

     

     

    CITIGROUP
      GLOBAL MARKETS INC.

     

     

    as
      Joint Lead Arranger and Sole
Bookrunner

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF
      CONTENTS

     

    Page

     

    
      ARTICLE
        I

       

      DEFINITIONS
        AND ACCOUNTING TERMS

       

      
        	
                SECTION
                  1.01. Certain Defined Terms

              	
                1

              
	
                SECTION
                  1.02. Computation of Time Periods

              	
                20

              
	
                SECTION
                  1.03. Accounting Terms

              	
                20

              


      

      ARTICLE
        II

       

      AMOUNTS
        AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

       

      
        	
                SECTION
                  2.01. The Revolving Advances and Letters of Credit

              	
                20

              
	
                SECTION
                  2.02. Making the Advances

              	
                22

              
	
                SECTION
                  2.03. Fees

              	
                30

              
	
                SECTION
                  2.04. Reduction, Increase and Extension of the Commitments / Substitution
                  of Banks

              	
                30

              
	
                SECTION
                  2.05. Repayment

              	
                33

              
	
                SECTION
                  2.06. Interest

              	
                34

              
	
                SECTION
                  2.07. Additional Interest on Eurodollar Rate Advances

              	
                35

              
	
                SECTION
                  2.08. Interest Rate Determination

              	
                35

              
	
                SECTION
                  2.09. Prepayments

              	
                36

              
	
                SECTION
                  2.10. Increased Costs

              	
                37

              
	
                SECTION
                  2.11. Payments and Computations

              	
                38

              
	
                SECTION
                  2.12. Evidence of Indebtedness

              	
                40

              
	
                SECTION
                  2.13. Sharing of Payments, Etc

              	
                41

              
	
                SECTION
                  2.14. Taxes

              	
                42

              
	
                SECTION
                  2.15. Interest Elections

              	
                43

              
	
                SECTION
                  2.16. Drawings of Bankers’ Acceptances and BA Equivalent
                  Notes

              	
                44

              


      

      ARTICLE
        III

       

      CONDITIONS
        OF LENDING

       

      
        	
                SECTION
                  3.01. Condition Precedent to Effectiveness of Sections 2.01 and
                  2.02

              	
                50

              
	
                SECTION
                  3.02. Conditions Precedent to Each Borrowing Increasing the Aggregate
                  Amount of Advances and each Letter of Credit Issuance

              	
                51

              
	
                SECTION
                  3.03. Conditions Precedent to Each Bid Borrowing

              	
                52

              
	
                SECTION
                  3.04. Determinations Under Section 3.01

              	
                53

              


      

      ARTICLE
        IV

       

      REPRESENTATIONS
        AND WARRANTIES

       

      
        	
                SECTION
                  4.01. Representations and Warranties of the Company

              	
                53

              


      

      ARTICLE
        V

       

      COVENANTS
        OF THE COMPANY

       

      
        	
                SECTION
                  5.01. Affirmative Covenants

              	
                55

              
	
                SECTION
                  5.02. Negative Covenants

              	
                57

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
        VI

       

      EVENTS
        OF
        DEFAULT

       

      
        	
                SECTION
                  6.01. Events of Default

              	
                60

              
	
                SECTION
                  6.02. Actions in Respect of the Letters of Credit upon Event of
                  Default

              	
                62

              


      

      ARTICLE
        VII

       

      GUARANTY

       

      
        	
                SECTION
                  7.01. Guaranty

              	
                63

              
	
                SECTION
                  7.02. Guaranty Absolute

              	
                63

              
	
                SECTION
                  7.03. Waivers and Acknowledgments

              	
                64

              
	
                SECTION
                  7.04. Subrogation

              	
                65

              
	
                SECTION
                  7.05. Subordination

              	
                66

              
	
                SECTION
                  7.06. Continuing Guaranty; Assignments.

              	
                67

              


      

      ARTICLE
        VIII

       

      THE
        AGENT

       

      
        	
                SECTION
                  8.01. Authorization and Action

              	
                67

              
	
                SECTION
                  8.02. Agent’s Reliance, Etc

              	
                67

              
	
                SECTION
                  8.03. Citibank and Affiliates

              	
                68

              
	
                SECTION
                  8.04. Lender Credit Decision

              	
                68

              
	
                SECTION
                  8.05. Indemnification

              	
                68

              
	
                SECTION
                  8.06. Successor Agent

              	
                69

              
	
                SECTION
                  8.07. Delegation of Duties

              	
                70

              
	
                SECTION
                  8.08. Other Agents

              	
                70

              


      

      ARTICLE
        IX

       

      ASSIGNMENTS
        AND PARTICIPATIONS

       

      
        	
                SECTION
                  9.01. Binding Effect

              	
                70

              
	
                SECTION
                  9.02. Assignments

              	
                70

              
	
                SECTION
                  9.03. Participations

              	
                72

              


      

      ARTICLE
        X

       

      MISCELLANEOUS

       

      
        	
                SECTION
                  10.01. Amendments, Etc.

              	
                73

              
	
                SECTION
                  10.02. Notices, Etc

              	
                73

              
	
                SECTION
                  10.03. No Waiver; Remedies

              	
                74

              
	
                SECTION
                  10.04. Costs, Expenses and Taxes

              	
                75

              
	
                SECTION
                  10.05. Right of Set-off

              	
                75

              
	
                SECTION
                  10.06. Indemnification by Company

              	
                76

              
	
                SECTION
                  10.07. Governing Law

              	
                76

              
	
                SECTION
                  10.08. Execution in Counterparts

              	
                76

              
	
                SECTION
                  10.09. Special Prepayment Right

              	
                76

              
	
                SECTION
                  10.10. Jurisdiction, Etc

              	
                77

              
	
                SECTION
                  10.11. No Liability of the Issuing Banks

              	
                78

              
	
                SECTION
                  10.12. Confidentiality

              	
                78

              
	
                SECTION
                  10.13. Patriot Act

              	
                79

              
	
                SECTION
                  10.14. Judgment

              	
                79

              
	
                SECTION
                  10.15. Waiver of Jury Trial

              	
                80

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      I                                -           List
      of Applicable Lending Offices

    Schedule
      2.01(b)                                           Letters
      of Credit

    


    Exhibit
      A-1                                -           Revolving
      Promissory Note

    Exhibit
      A-2                                -           Form
      of Bid Note

    Exhibit
      B-1                                -           Notice
      of Revolving Borrowing

    Exhibit
      B-2                                -           Notice
      of Bid Borrowing

    Exhibit
      C                      -           Assignment
      and Acceptance

    Exhibit
      D-1                                -           Opinion
      of Counsel to the Company

    Exhibit
      D-2                                -           Opinion
      of Counsel to the Canadian Borrower

    Exhibit
      E                      -           Assumption
      Agreement

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              CREDIT
                AGREEMENT

            


    

     

    
      	
               

            	
              Dated
                as of October 29, 2007

            


    

     

    OLIN
      CORPORATION, a Virginia corporation (the “Company”), PCI CHEMICALS CANADA
      COMPANY/ SOCIÉTÉ PCI CHIMIE CANADA, an unlimited company amalgamated under the
      laws of Nova Scoita (the “Canadian Borrower”), the banks (the
“Banks”) and issuers of letters of credit (“Issuing Banks”) listed
      on the signature pages hereof and CITIBANK, N.A., as administrative agent (the
      “Agent”) for the Banks and Issuing Banks, hereby agree as
      follows:

     

    ARTICLE
      I                                

    DEFINITIONS
      AND ACCOUNTING TERMS

    SECTION
      1.01.  Certain
      Defined Terms.  As
      used in this Agreement, the following terms shall have the following meanings
      (such meanings to be equally applicable to both the singular and plural forms
      of
      the terms defined):

     

    “Acquisition”
      means any acquisition by the Company or any of its Subsidiaries of all or
      substantially all of the capital stock of, or all or a substantial part of
      the
      assets of, or of a business unit or division of, any Person.

     

    “Advance”
      means a Revolving Advance or a Bid Advance.

     

    “Affiliate”
      means, when used with respect to any Person, any other Person directly or
      indirectly controlling, controlled by or under common control with such
      Person.  The term “control” (including the terms “controlled by” or
“under common control with”) means the possession directly or indirectly of the
      power, whether or not exercised, to direct or cause the direction of the
      management and policies of any Person, whether through ownership of voting
      securities or by contract or otherwise.

     

    “Agent’s
      Account” means the account of the Agent maintained by the Agent at Citibank
      at its office at 388 Greenwich Street, New York, New York 10013, Account No.
      36852248, Attention:  Bank Loan Syndications and, in respect of the
      Sub-Agent, means the account of the Sub-Agent with Citibank at is office at
      123
      Front Street West, Suite 1000, Toronto, Ontario, Canada, Account No. 2070035009,
      Attention:  CIG Western Hemisphere Agency.

     

    “Applicable
      Lending Office” means, with respect to each US Lender, such Lender’s
      Domestic Lending Office in the case of a Base Rate Advance and such Lender’s
      Eurodollar Lending Office in the case of a Eurodollar Rate Advance, and with
      respect to each Canadian Lender, such Lender’s Canadian Lending Office in the
      case of a Eurodollar Rate Advance, Base Rate Advance or a Canadian Prime Rate
      Advance and such Lender’s BA Lending Office in the case of a
      Drawing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Applicable
      Margin” means, as of any date of determination, a rate per annum determined
      by reference to the Performance Level applicable on such date as set forth
      below:

     

    
      	
               

              Performance

              Level

            	
               

              Applicable
                Margin for

              Base
                Rate Advances and Canadian Prime Rate Advances

            	
              Applicable
                Margin for

              Eurodollar
                Rate Advances,

              Bankers’
                Acceptances and BA Equivalent Notes

            
	
              I

            	
              0.000%

            	
              0.450%

            
	
              II

            	
              0.000%

            	
              0.600%

            
	
              III

            	
              0.000%

            	
              0.700%

            
	
              IV

            	
              0.000%

            	
              0.800%

            
	
              V

            	
              0.000%

            	
              1.000%

            


    

    


     

    “Assignment
      and Acceptance” means an assignment and acceptance entered into by a Lender
      and an assignee, and accepted by the Agent, in substantially the form of Exhibit
      C hereto and otherwise in accordance with Article VIII.

     

    “Assumption
      Agreement” has the meaning specified in Section 2.04(c).

     

    “Available
      Amount” of any Letter of Credit means, at any time, the maximum amount
      available to be drawn under such Letter of Credit at such time (assuming
      compliance at such time with all conditions to drawing).

     

    “BA
      Advance” means (i) in the case of the BA Lenders, the acceptance of a Draft
      or the purchase of a Bankers’ Acceptance by a Canadian Lender for the account of
      the Canadian Borrower and (ii) in the case of the Non-BA Lenders, the making
      of
      BA Equivalent Notes by a Canadian Lender to the Canadian Borrower.

     

    “BA
      Equivalent Note” has the meaning specified in Section 2.16(a).

     

    “BA
      Lender” means any Canadian Lender that is a bank chartered under the
Bank Act (Canada) or that is an authorized foreign bank thereunder and
      which stamps and accepts bankers’ acceptances.

     

    “BA
      Lending Office” means, in the case of each Canadian Lender, the office of
      such Lender set forth as its “BA Lending Office” opposite its name on Schedule I
      hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant
      to which it became a Lender or such other office of such Lender in Canada as
      such Lender may from time to time specify to the Company and the Agent for
      such
      purpose.

     

    “BA
      Rate” means:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (a)           for
      each Schedule I Lender, and in respect of each BA Equivalent
      Note,  the average rate (calculated on an annual basis of a year of
      365 days and rounded up to the nearest multiple of 1/4 of 1%, if such average
      is
      not such a multiple) for Canadian Dollar bankers’ acceptances having a
      comparable term that appears on the Reuters Screen CDOR Page (or such other
      page
      as is a replacement page for such bankers’ acceptances) at 10:00 A.M. (New York
      City time) or, if such rate is not available at such time, the applicable
      discount rate in respect of such Bankers’ Acceptances or BA Equivalent Notes
      shall be the average (as determined by the Sub-Agent) of the respective
      percentage discount rates (calculated on an annual basis of 365 days and rounded
      up to the nearest multiple of 1/4 of 1%, if such average is not such a
      multiple), quoted to the Sub-Agent by each Schedule I Reference Lender as the
      discount rate at which such Lender would purchase, as of 10:00 A.M. (New York
      City time) on the date of such Drawing, its own bankers’ acceptances having an
      aggregate Face Amount equal to and with a term to maturity the same as the
      Bankers’ Acceptances and BA Equivalent Notes to be acquired by such Lender as
      part of such Drawing; and

     

    (b)           for
      each Schedule II/III Lender and any other Lender or Person, the average rate
      determined by the Sub-Agent pursuant to clause (a) plus 0.1%.

     

    “Bankers’
      Acceptance” has the meaning specified in Section 2.01(c).

     

    “Base
      Rate” means, for any Interest Period or any other period, a fluctuating
      interest rate per annum as shall be in effect from time to time which rate
      per
      annum shall at all times be equal to the higher of:

     

    (a)           The
      rate of interest announced publicly by Citibank, N.A. in New York, New York,
      from time to time, as Citibank, N.A.’s base rate, or

     

    (b)           The
      sum (adjusted to the nearest 1/100 of one percent or, if there is no nearest
      1/100 of one percent, to the next higher 1/100 of one percent) of (i) 1/2 of
      one
      percent per annum, plus (ii) the rate per annum obtained by dividing (A) the
      Federal Funds Rate by (B) a percentage equal to 100% minus the average of the
      daily percentages specified during such period by the Board of Governors of
      the
      Federal Reserve System (or any successor) for determining the maximum reserve
      requirement (including, but not limited to, any emergency, supplemental or
      other
      marginal reserve requirement) for Citibank, N.A. in respect of liabilities
      consisting of or including (among other liabilities) three-month U.S. dollar
      nonpersonal time deposits in the United States, plus (iii) the average during
      such period of the annual assessment rates estimated by Citibank, N.A. for
      determining the then current annual assessment payable by Citibank, N.A. to
      the
      Federal Deposit Insurance Corporation (or any successor) for insuring U.S.
      dollar deposits of Citibank, N.A. in the United States.

     

    “Base
      Rate Advance” means a Revolving Advance denominated in US Dollars which
      bears interest as provided in Section 2.06(a).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Bid
      Advance” means an advance by a US Lender to the Company pursuant to the
      auction bidding procedure described in Section 2.02(c).

     

    “Bid
      Borrowing” means a borrowing consisting of simultaneous Bid Advances from
      each of the US Lenders whose offer to make such Bid Advances has been accepted
      under the auction bidding procedure described in Section 2.02(c).

     

    “Bid
      Note” means a promissory note of the Company payable to the order of any US
      Lender, in substantially the form of Exhibit A-2 hereto, evidencing the
      Indebtedness of the Company to such Lender resulting from a Bid Advance made
      by
      such Lender.

     

    “Borrowers”
      means the Company and the Canadian Borrower.

     

    “Borrowing
      Minimum” means, in respect of Advances denominated in US Dollars,
      US$10,000,000 and, in respect of Advances denominated in Canadian Dollars,
      CN$5,000,000.

     

    “Borrowing
      Multiple” means, in respect of Advances denominated in US Dollars,
      US$1,000,000 and, in respect of Advances denominated in Canadian Dollars,
      CN$1,000,000.

     

    “Business
      Day” means a day of the year on which banks are not required or authorized
      to close in New York City and, if the applicable Business Day relates to any
      Eurodollar Rate Advances, on which dealings are carried on in the London
      interbank market.

     

    “Canadian
      Advance” means an advance by a Canadian Lender to a Borrower or the
      acceptance of a Draft or purchase of a Bankers’ Acceptance by a Canadian Lender
      for the account of the Canadian Borrower as part of a Borrowing and refers
      to a
      Base Rate Advance, Canadian Prime Rate Advance, a Eurodollar Rate Advance or
      a
      BA Advance (each of which shall be a “Type” of Canadian
      Advance).

     

    “Canadian
      Borrowing” means (i) a borrowing consisting of simultaneous Canadian
      Advances of the same Type (and, in the case of a Borrowing consisting of
      Eurodollar Rate Advances, having the same Interest Period) made by the Canadian
      Lenders and (ii) a borrowing consisting of simultaneous Bankers’ Acceptances and
      BA Equivalent Notes accepted, purchased, maintained or otherwise made or made
      by
      each of the Canadian Lenders.

     

    “Canadian
      Business Day” means a day of the year on which banks are not required or
      authorized by law to close in Toronto, Ontario, Canada.

     

    “Canadian
      Commitment” means, with respect to any Canadian Lender at any time, the
      amount set forth opposite such Lender’s name on Schedule I hereto under the
      caption “Canadian Commitment” or, if such Lender has entered into one or more
      Assignment and Acceptances, set forth for such Lender in the Register maintained
      by the Agent pursuant to Section 9.02(d) as such Lender’s “Canadian
      Commitment”, as such amount may be reduced or increased at or prior to such time
      pursuant to Section 2.04.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Canadian
      Dollars” and “CN$” each means lawful currency of Canada.

     

    “Canadian
      Interbank Rate” means the interest rate, expressed as a percentage per
      annum, which is customarily used by the Sub-Agent when calculating interest
      due
      by it or owing to it arising from or in connection with correction of errors
      between it and other Canadian chartered banks.

     

    “Canadian
      Lender” means any Bank listed on the signature pages hereof (or any written
      amendment, supplement or other modification hereto) as a Canadian Lender or
      an
      Eligible Assignee thereof, each of which is not a non-resident of Canada for
      purposes of the Income Tax Act (Canada).

     

    “Canadian
      Lending Office” means, with respect to each Canadian Lender, the office of
      such Lender set forth as its “Canadian Lending Office” opposite its name on
      Schedule I hereto or in any written amendment, supplement or modification hereto
      or in the Assignment and Acceptance pursuant to which it became a Lender or
      such
      other office of such Canadian Lender in Canada as such Lender may from time
      to
      time specify to the Borrowers and the Administrative Agent for such
      purpose.

     

    “Canadian
      Prime Rate” means a fluctuating interest rate per annum in effect from time
      to time, which rate per annum shall at all times be equal to the higher
      of:

     

    (a)           the
      rate which the principal office of Citibank (or its Affiliate) in Toronto,
      Ontario announces publicly from time to time as its prime rate for determining
      rates of interest on commercial loans in Canadian Dollars made by it in Canada;
      and

     

    (b)           1/2
      of 1% per annum above the rate quoted for 30-day Canadian Dollar bankers’
acceptances of Citibank that appears on the Reuters Screen CDOR Page (or any
      replacement page) as of 10:00 a.m. (Toronto time) on the date of
      determination.

     

    “Canadian
      Prime Rate Advance” means an Advance made in Canadian Dollars that bears
      interest as provided in Section 2.06(b).

     

    “Canadian
      Reference Lenders” means Citibank and Bank of America, N.A. provided
      that, if any of the foregoing shall cease to be a Canadian Lender, the term
      “Canadian Reference Lenders” shall no longer include such Lender and shall
      thereafter include such Lender as the Sub-Agent shall designate as a replacement
      Canadian Reference Lender, which designation shall be made with the consent
      of
      such replacement Canadian Reference Lender and the Company, which consent shall
      not be unreasonably withheld or delayed and provided, further,
      that if any Canadian Lenders are banks set forth in Schedule I of the Bank
      Act
      (Canada), at least one of the Canadian Reference Lenders will be such a Schedule
      I bank.

     

    “Capital
      Lease Obligations” of any Person means the obligations of such Person to pay
      rent or other amounts under any lease of (or other arrangement conveying the
      right to use) real or personal property, or a combination thereof, which
      obligations are required to be classified and accounted for as capital leases
      on
      a balance sheet of such Person under GAAP, and the amount of such obligations
      shall be the capitalized amount thereof determined in accordance with
      GAAP.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Change
      in Law” has the meaning specified in Section 2.10(c).

     

    “Commitment”
      means a US Commitment, a Canadian Commitment or a Letter of Credit
      Commitment.

     

    “Confidential
      Information” has the meaning specified in Section 10.12.

     

    “Consolidated
      EBITDA” means, for any period, Consolidated Net Income for such period
      (adjusted to exclude all extraordinary or unusual items and any gains or losses
      on sales of assets outside the ordinary course of business) plus, without
      duplication and to the extent deducted in calculating such Consolidated Net
      Income for such period, the sum of (a) income tax expense, (b) interest expense,
      amortization or writeoff of debt discount with respect to Indebtedness
      (including the Advances), (c) depreciation and amortization expense, (d)
      amortization of intangibles (including, but not limited to, goodwill) and
      organization costs, and (e) any other non-cash charges.  For the
      purposes of calculating Consolidated EBITDA for any Reference Period pursuant
      to
      any determination of the Consolidated Leverage Ratio, (x) Consolidated EBITDA
      of
      the Company shall include, without duplication, the Company’s pro rata share of
      the “Consolidated EBITDA” of Sunbelt Chlor Alkali Partnership (determined by
      reference to the Company’s actual ownership therein) and (y) if during such
      Reference Period the Company or any Subsidiary shall have made an Acquisition,
      Consolidated EBITDA for such Reference Period shall be calculated after giving
      pro forma effect thereto as if such Acquisition occurred on the first day of
      such Reference Period.

     

    “Consolidated
      Interest Coverage Ratio” means, for any Reference Period, the ratio of (a)
      Consolidated EBITDA for such Reference Period to (b) Consolidated Interest
      Expense for such Reference Period.

     

    “Consolidated
      Interest Expense” means, for any period, total interest expense (including
      that attributable to capitalized lease obligations) of the Company and its
      Subsidiaries for such period with respect to all outstanding Indebtedness of
      the
      Company and its Subsidiaries (including all commission, discounts and other
      fees
      and charges accrued with respect to letters of credit and bankers’ acceptance
      financing allocable to such period in accordance with GAAP), minus (in the
      case
      of net benefits) or plus (in the case of net costs) the net benefits or net
      costs under all Hedging Agreements in respect of Indebtedness of the Company
      and
      its Subsidiaries to the extent such net benefits or net costs are allocable
      to
      such period in accordance with GAAP.

     

    “Consolidated
      Leverage Ratio” means, as at the last day of any Reference Period, the ratio
      of (a) Consolidated Total Debt on such date to (b) Consolidated EBITDA, for
      such
      Reference Period.  The Consolidated Leverage Ratio shall be calculated
      on the date on which the Company delivers to the Agent the financial statements
      required to be delivered pursuant to Section 5.01(i)(i) or (ii), as the case
      may
      be, and the certificate required to be delivered pursuant to Section 5.01(i)(iv)
      demonstrating such ratio.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Consolidated
      Net Income” means, for any period, the consolidated net income (or loss) of
      the Company and its Subsidiaries, determined on a consolidated basis in
      accordance with GAAP; 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 any law
      applicable to such Subsidiary.

     

    “Consolidated
      Net Tangible Assets” means, at any date, the total assets of the Company and
      its Subsidiaries at such date, determined on a consolidated basis, minus (a)
      the
      consolidated current liabilities (excluding interest-bearing liabilities) of
      the
      Company and its Subsidiaries as of such date, (b) unamortized debt discount
      and
      expense, goodwill, trademarks, brand names, patents and other intangible assets,
      and (c) any write-up of the value of any assets (other than an allocation of
      purchase price in an acquisition) after December 31, 2006; all as determined
      in
      accordance with GAAP.

     

    “Consolidated
      Total Debt” means, at any date, the aggregate principal amount of all
      Indebtedness of the Company and its Subsidiaries at such date (including the
      Company’s Indebtedness in respect of its Guarantee of the Guaranteed Secured
      Senior Notes due 2017, Series O, of Sunbelt Chlor Alkali Partnership),
      determined on a consolidated basis in accordance with GAAP.

     

    “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.

     

    “Domestic
      Lending Office” means, with respect to any US Lender, the office of such
      Lender specified as its “Domestic Lending office” opposite its name on Schedule
      I hereto or in the Assignment and Acceptance pursuant to which it became a
      Lender, or such other office of such Lender as such Lender may from time to
      time
      specify to the Company and the Agent.

     

    “Domestic
      Subsidiary” shall mean any Subsidiary organized under the laws of any State
      of the United States of America, substantially all of the assets of which are
      located, and substantially all of the business of which is conducted, in the
      United States of America.

     

    “Draft”
      means a blank bill of exchange, within the meaning of the Bills of Exchange
      Act
      (Canada), drawn in Canadian Dollars by the Canadian Borrower on any Canadian
      Lender, and which, except as otherwise provided herein, has not been completed
      or accepted by such Lender.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Drawing”
      means the simultaneous (i) acceptance of Drafts and purchase of Bankers’
Acceptances by the Canadian Lenders, in accordance with Section 2.16(a),
      and (ii) making of BA Equivalent Notes by Non-BA Lenders.

     

    “Drawing
      Purchase Price” means, with respect to each Bankers’ Acceptance to be
      purchased by any Canadian Lender at any time, the amount (adjusted to the
      nearest whole cent or, if there is no nearest whole cent, the next higher whole
      cent) obtained by dividing (i) the aggregate Face Amount of such Bankers’
Acceptance, by (ii) the sum of (A) one and (B) the product of
      (1) the BA Rate in effect at such time (expressed as a decimal)
multiplied by (2) a fraction the numerator of which is the number
      of days in the term to maturity of such Bankers’ Acceptance and the denominator
      of which is 365 days or 366 days, as the case may be.

     

    “Eligible
      Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any
      other Person approved by the Agent and, unless an Event of Default has occurred
      and is continuing at the time any assignment is effected in accordance with
      Section 9.02, the Company; provided, however, that neither the
      Company nor any Affiliate of the Company shall qualify as an Eligible Assignee;
      provided, further that, with respect to any Canadian Commitment or
      Canadian Advances, any Person that is not resident in Canada for purposes of
      the
      Income Tax Act (Canada) shall not qualify as an Eligible Assignee under this
      definition.

     

    “Environmental
      Laws” means any and all applicable federal, state, local and foreign
      statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
      orders, decrees, injunctions, permits, grants, franchises, licenses or
      governmental restrictions relating to (i) the effect of the environment on
      human
      health, (ii) the environment or (iii) emissions, discharges or releases of
      Hazardous Substances into the environment including, without limitation, ambient
      air, surface water, groundwater, or land, or otherwise relating to the effect
      on
      the environment of the manufacture, processing, distribution, use, treatment,
      storage, disposal, transport or handling of Hazardous Substances or the
      remediation thereof.

     

    “Equivalent”
      in (a) US Dollars of Canadian Dollars on any date of determination means the
      equivalent thereof determined by using the quoted spot rate at which Citibank’s
      principal office in Toronto, Ontario offers to exchange US Dollars for Canadian
      Dollars in Toronto, Ontario at 11:00 a.m. (Toronto time) on such date and (b)
      in
      Canadian Dollars of US Dollars on any date of determination means the equivalent
      thereof determined by using the quoted spot rate at which Citibank, N.A.’s
      principal office in New York City, New York offers to exchange Canadian Dollars
      for US Dollars in New York City, New York at 11:00 a.m. (New York City time)
      on
      such date.

     

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

     

    “ERISA
      Affiliate” means any Person who for purposes of Title IV of ERISA is a
      member of the Company’s controlled group, or under common control with the
      Company, within the meaning of Section 414 of the Internal Revenue Code of
      1986,
      as amended from time to time, and the regulations promulgated and rulings issued
      thereunder.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “ERISA
      Event” means (i) the occurrence of a reportable event, within the meaning of
      Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto
      has been waived by the PBGC; (ii) the provision by the administrator of any
      Plan
      of a notice of intent to terminate such Plan, pursuant to Section 4041(a) (2)
      of
      ERISA (including any such notice with respect to a plan amendment referred
      to in
      Section 4041(e) of ERISA); (iii) the cessation of operations at a facility
      in
      the circumstances described in Section 4068(f) of ERISA; (iv) the withdrawal
      by
      the Company or an ERISA Affiliate from a Multiple Employer Plan during a plan
      year for which it was a substantial employer, as defined in Section 4001(a)(2)
      of ERISA; (v) the failure by the Company or any ERISA Affiliate to make a
      payment to a Plan required under Section 302(f)(1) of ERISA, which Section
      imposes a lien for failure to make required payments; (vi) the adoption of
      an
      amendment to a Plan requiring the provision of security to such Plan, pursuant
      to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings
      to
      terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any
      event or condition which would constitute grounds under Section 4042 of ERISA
      for the termination of, or the appointment of a trustee to administer, a
      Plan.

     

    “Eurocurrency
      Liabilities” has the meaning assigned to that term in Regulation D of the
      Board of Governors of the Federal Reserve System, as in effect from time to
      time.

     

    “Eurodollar
      Lending Office” means, with respect to any Lender, the office of such Lender
      specified as its “Eurodollar Lending Office” opposite its name on Schedule I
      hereto or in the Assignment and Acceptance pursuant to which it became a Lender
      (or, if no such office is specified, its Domestic Lending office), or such
      other
      office of such Lender as such Lender may from time to time specify to the
      Company and the Agent.

     

    “Eurodollar
      Rate” means, for the Interest Period for each Eurodollar Rate Advance
      comprising part of the same Revolving Borrowing and, in the case of each Bid
      Advance comprising part of the same Bid Borrowing, for the period from the
      date
      of such Bid Advance to its maturity date as specified in the applicable Notice
      of Bid Borrowing, an interest rate per annum equal to the rate per annum
      (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing
      on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank
      offered rate for deposits in US Dollars at approximately 11:00 A.M. (London
      time) two Business Days prior to the first day of such period for a term
      comparable to such period or, if for any reason such rate is not available,
      the
      average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum,
      if such average is not such a multiple) of the rate per annum at which deposits
      in US Dollars are offered by the principal office of each of the Reference
      Banks
      in London, England to prime banks in the London interbank market at 10:00 A.M.
      (New York City time) two Business Days before the first day of such Interest
      Period or, in the case of a Bid Advance, two Business Days before the date
      of
      such Bid Borrowing in an amount substantially equal to such Reference Bank’s
      Eurodollar Rate Advance comprising part of such Revolving Borrowing or, in
      the
      case of a Bid Borrowing, in an amount substantially equal to one quarter of
      the
      aggregate amount of such Bid Borrowing and for a period equal to such Interest
      Period or, in the case of a Bid Advance, equal to the period from the date
      of
      such Bid Advance to its maturity date as specified in the applicable Notice
      of
      Bid Borrowing.  If the Reuters Screen LIBOR01 Page (or any successor
      page) is unavailable, the Eurodollar Rate for such period for each such Advance
      comprising part of the same Revolving Borrowing or Bid Borrowing (as applicable)
      shall be such average as determined by the Agent on the basis of applicable
      rates furnished to and received by the Agent from the Reference Banks two
      Business Days before the first day of such Interest Period or, in the case
      of a
      Bid Advance, two Business Days before the date of such Bid Borrowing,
subject, however, to the provisions of Section 2.08.

     

    
       

      
        9

        
          

        

      

      
        
        

      

    

    “Eurodollar
      Rate Advance” means a Revolving Advance denominated in US Dollars which
      bears interest as provided in Section 2.06(c).

     

    “Eurodollar
      Rate Reserve Percentage” of any Lender for the Interest Period for any
      Eurodollar Rate Advance means the reserve percentage applicable during such
      Interest Period (or if more than one such percentage shall be so applicable,
      the
      daily average of such percentages for those days in such Interest Period during
      which any such percentage shall be so applicable) under regulations issued
      from
      time to time by the Board of Governors of the Federal Reserve System (or any
      successor) for determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental or other marginal reserve requirement)
      for such Lender with respect to liabilities or assets consisting of or including
      Eurocurrency Liabilities having a term equal to such Interest
      Period.

     

    “Events
      of Default” has the meaning specified in Section 6.01.

     

    “Face
      Amount” means, with respect to any Bankers’ Acceptance or BA Equivalent
      Note, the amount payable to the holder of such Bankers’ Acceptance or BA
      Equivalent Note on its then existing Maturity Date.

     

    “Facility
      Fee Rate” means, as of any date of determination, a rate per annum
      determined by reference to the Performance Level applicable on such date as
      set
      forth below:

     

    
      	
              Performance
                Level

            	
              Facility
                Fee Rate

            
	
              I

            	
              0.100%

            
	
              II

            	
              0.150%

            
	
              III

            	
              0.175%

            
	
              IV

            	
              0.200%

            
	
              V

            	
              0.250%

            


    

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    “Federal
      Funds Rate” means, for any period, a fluctuating interest rate per annum
      equal for each day during such period to the weighted average of the rates
      on
      overnight Federal funds transactions with members of the Federal Reserve System
      arranged by Federal funds brokers, as published in Federal Reserve Statistical
      Release H.15(519), for such day (or, if such day is not a Business Day, for
      the
      next preceding Business Day) by the Federal Reserve Bank of New York, or, if
      such rate is not so published for any day which is a Business Day, the average
      of the quotations for such day on such transactions received by the Agent from
      three Federal funds brokers of recognized standing selected by it.

     

    “Foreign
      Subsidiary” shall mean any Subsidiary other than a Domestic
      Subsidiary.

     

    “GAAP”
      is defined in Section 1.03.

     

    “Guarantee”
      of or by any Person (the “guarantor”) means any obligation, contingent or
      otherwise, of the guarantor guaranteeing or having the economic effect of
      guaranteeing any Indebtedness or other obligation of any other Person (the
      “primary obligor”) in any manner, whether directly or indirectly, and
      including any obligation of the guarantor, direct or indirect, (a) to purchase
      or pay (or advance or supply funds for the purchase or payment of) such
      Indebtedness or other obligation or to purchase (or to advance or supply funds
      for the purchase of) any security for the payment thereof, (b) to purchase
      or
      lease property, securities or services for the purpose of assuring the owner
      of
      such Indebtedness or other obligation of the payment thereof, (c) to maintain
      working capital, equity capital or any other financial statement condition
      or
      liquidity of the primary obligor so as to enable the primary obligor to pay
      such
      Indebtedness or other obligation or (d) as an account party in respect of any
      letter of credit or letter of guaranty issued to support such Indebtedness
      or
      obligation; provided, that the term Guarantee shall not include
      endorsements for collection or deposit in the ordinary course of
      business.

     

    “Guaranteed
      Obligations” has the meaning specified in Section 7.01.

     

    “Guaranty”
      means the guaranty of the Company set forth in Article VII.

     

    “Hazardous
      Substances” means any toxic, radioactive, caustic or otherwise hazardous
      substance, material or waste, including petroleum, its derivatives, by-products
      and other hydrocarbons, in each case regulated by Environmental
      Law.

     

    “Hedging
      Agreement” means any interest rate protection agreement, foreign currency
      exchange agreement, commodity price protection agreement or other interest
      or
      currency exchange rate or commodity price hedging arrangement.

     

    “Indebtedness”
      of any Person means, without duplication, (a) all obligations of such Person
      for
      borrowed money or with respect to deposits or advances of any kind, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments, (c) all obligations of such Person upon which interest charges
      are
      customarily paid, excluding deferred compensation of officers and directors,
      (d)
      all obligations of such Person under conditional sale or other title retention
      agreements relating to property acquired by such Person, (e) all obligations
      of
      such Person in respect of the deferred purchase price of property or services
      (excluding current accounts payable incurred in the ordinary course of
      business), (f) all Indebtedness of others secured by (or for which the holder
      of
      such Indebtedness has an existing right, contingent or otherwise, to be secured
      by) any Lien on property owned or acquired by such Person, whether or not the
      Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person
      of Indebtedness of others, (h) all Capital Lease Obligations of such Person
      and
      all obligations of such Person under synthetic leases, (i) all obligations,
      contingent or otherwise, of such Person as an account party in respect of
      letters of credit and letters of guaranty, other than letters of credit and
      letters of guaranty issued to support obligations (other than Indebtedness)
      incurred in the ordinary course of business, (j) all obligations, contingent
      or
      otherwise, of such Person in respect of bankers’ acceptances and (k) all
      Invested Amounts.  The Indebtedness of any Person shall include the
      Indebtedness of any other entity (including any partnership in which such Person
      is a general partner) to the extent such Person is liable therefore as a result
      of such Person’s ownership interest in or other relationship with such entity,
      except to the extent the terms of such Indebtedness provide that such Person
      is
      not liable therefor.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    “Indemnified
      Costs” has the meaning specified in Section 8.05(a).

     

    “Insufficiency”
      means, with respect to any Plan, the amount, if any, of its unfunded benefit
      liabilities, as defined in Section 4001(a)(18) of ERISA.

     

    “Interest
      Election Request” means a request by a Borrower to convert or continue a
      Revolving Borrowing in accordance with Section 2.15.

     

    “Interest
      Period” means, for each Eurodollar Rate Revolving Advance comprising part of
      the same Revolving Borrowing, the period commencing on the date of such Advance
      (or on the effective date of any election applicable to such Borrowing pursuant
      to Section 2.15) and ending the last day of the period selected by the
      applicable Borrower pursuant to the provisions below.  The duration of
      each such Interest Period shall be 1, 2, 3 or 6 months or, with the consent
      of
      all the Lenders required to fund such Advance, nine or twelve months, in each
      case as the applicable Borrower may select, upon notice received by the Agent
      not later than 11:00 A.M. (New York City time) on (i) the third Business Day
      prior to the first day of such Interest Period in the case of Eurodollar Rate
      Advances and (ii) the first day of such Interest Period in the case of Base
      Rate
      Advances; provided, however, that:

     

    (A)           the
      Borrowers may not select any Interest Period which ends after the Termination
      Date;

     

    (B)           Interest
      Periods commencing on the same date for Advances comprising part of the same
      Borrowing shall be of the same duration; and

     

    (C)           whenever
      the last day of any Interest Period would otherwise occur on a day other than
      a
      Business Day, the last day on such Interest Period shall be extended to occur
      on
      the next succeeding Business Day, provided, that if such extension would cause
      the last day of such Interest Period to occur in the next following calendar
      month, the last day of such Interest Period shall occur on the next preceding
      Business Day.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “Issuing
      Bank” means each Issuing Bank listed on the signature pages hereof, any
      Eligible Assignee to which any Letter of Credit Commitment hereunder has been
      assigned pursuant to Section 9.02 so long as the Company has consented to such
      assignment and any other US Lender approved in writing by the Company and the
      Administrative Agent (which approval by the Administrative Agent shall not
      be
      unreasonably withheld) so long as such Eligible Assignee or such other Lender
      expressly agrees to perform in accordance with their terms all of the
      obligations that by the terms of this Agreement are required to be performed
      by
      it as an Issuing Bank and notifies the Agent of its Applicable Lending Office
      (which information shall be recorded by the Agent in the Register), for so
      long
      as such Issuing Bank or Eligible Assignee, as the case may be, shall have a
      Letter of Credit Commitment.

     

    “Invested
      Amounts” means the amounts invested by investors that are not Affiliates of
      the Company in connection with a receivables securitization program and paid
      to
      the Company or any of its Subsidiaries, as reduced by the aggregate amounts
      received by such investors from the payment of receivables and applied to reduce
      such invested amounts.

     

    “L/C
      Cash Collateral Account” means an interest bearing cash collateral account
      to be established and maintained by the Agent, over which the Agent shall have
      sole dominion and control, upon terms as may be satisfactory to the
      Agent.

     

    “L/C
      Related Documents” has the meaning specified in
      Section 2.05(b)(i).

     

    “Lenders”
      means the US Lenders, Canadian Lenders and Issuing Banks listed on the signature
      pages hereof (until such Lender or Issuing Bank shall have assigned or had
      assumed all interests hereunder as provided in Sections 9.02 or 2.04(c))
      and each assignee or Assuming Bank that shall become a party hereto pursuant
      to
      Sections 9.02 or 2.04(c).

     

    “Letter
      of Credit Agreement” has the meaning specified in
      Section 2.02(b)(i).

     

    “Letter
      of Credit Commitment” means, with respect to each Issuing Bank at any time,
      the amount set forth opposite such Issuing Bank’s name on Schedule I hereto
      under the caption “Letter of Credit Commitment” or, if such Issuing Bank has
      entered into one or more Assignment and Acceptances or has assumed the role
      of
      an Issuing Bank after the date hereof, set forth for such Issuing Bank in the
      Register maintained by the Agent pursuant to Section 9.02(d) as such
      Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at
      or prior to such time pursuant to Section 2.04.

     

    “Letter
      of Credit Facility” means, at any time, an amount equal to the lesser of (a)
      the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such
      time and (b) US$110,000,000, as such amount may be reduced at or prior to such
      time pursuant to Section 2.04.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    “Letters
      of Credit” has the meaning specified in Section 2.01(b).

     

    “Lien”
      means any mortgage, pledge, security interest, encumbrance, lien or charge
      of
      any kind (including any conditional sale or other title retention
      agreement).

     

    “Loan
      Documents” means this Agreement and the Notes.

     

    “Margin
      Stock” shall have the meaning given such term under Regulation U issued by
      the Board of Governors of the Federal Reserve System.

     

    “Majority
      Lenders” means at any time (a) Lenders having at least a majority in
      interest of the sum of the US Commitments and the Canadian Commitments, (b)
      if
      only the US Commitments have been terminated, Lenders having at least a majority
      in interest of the sum of the principal amount of the US Advances and the amount
      of the Canadian Commitments, (c) if only the Canadian Commitments have been
      terminated, Lenders having at least a majority in interest of the sum of the
      principal amount of the Canadian Advances and the amount of the US Commitments
      or (d) if both the US Commitments and the Canadian Commitments have been
      terminated, Lenders having at least a majority in interest of the then aggregate
      unpaid principal amount of the Revolving Advances owing to Lenders.

     

    “Maturity
      Date” means, for each Bankers’ Acceptance or BA Equivalent Note comprising
      part of the same Drawing, the date on which the Face Amount for such Bankers’
Acceptance or BA Equivalent Note, as the case may be, becomes due and payable
      in
      accordance with the provisions set forth below, which shall be a Canadian
      Business Day occurring no later than 180 days (or, subject to availability,
      such
      greater period not to exceed 364 days) after the date on which such Bankers’
Acceptance or BA Equivalent Note is created and purchased as part of any
      Drawing, as a Borrower may select upon notice received by the Administrative
      Agent not later than 11:00 A.M. (Toronto time) on a Canadian Business Day at
      least two Canadian Business Days prior to the date on which such Bankers’
Acceptance or BA Equivalent Note is to be purchased (whether as a new Drawing
      or
      by renewal); provided, however, that:

     

    (a)           such
      Borrower may not select any Maturity Date for any Bankers’ Acceptance or BA
      Equivalent Loan that occurs after the then scheduled Termination
      Date;

     

    (b)           the
      Maturity Date for all Bankers’ Acceptances and BA Equivalent Loans comprising
      part of the same Drawing shall occur on the same date; and

     

    (c)           whenever
      the Maturity Date for any Bankers’ Acceptance or BA Equivalent Loan would
      otherwise occur on a day other than a Canadian Business Day, such Maturity
      Date
      shall be extended to occur on the next succeeding Canadian Business
      Day.

     

    “Multiemployer
      Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA,
      to which the Company or any ERISA Affiliate is making or accruing an obligation
      to make contributions, or has within any of the preceding five plan years made
      or accrued an obligation to make contributions, such plan being maintained
      pursuant to one or more collective bargaining agreements.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “Multiple
      Employer Plan” means a single employer plan, as defined in Section
      4001(a)(15) of ERISA, which (i) is maintained for employees of the Company
      or an
      ERISA Affiliate and at least one Person other than the Company and its ERISA
      Affiliates or (ii) was so maintained and in respect of which the Company or
      an
      ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in
      the
      event such plan has been or were to be terminated.

     

    “Non-BA
      Lender” means a Canadian Lender which is not permitted by applicable law or
      by customary market practices to stamp, for purposes of subsequent sale, or
      accept, a Bankers’ Acceptance.

     

    “Note”
      means a Revolving Note or a Bid Note.

     

    “Notice
      of Bid Borrowing” has the meaning specified in Section
      2.02(c)(i).

     

    “Notice
      of Revolving Borrowing” has the meaning specified in Section
      2.02(a).

     

    “Notice
      of Issuance” has the meaning specified in Section 2.02(b)(i).

     

    “Officer’s
      Certificate” means a certificate signed in the name of the Company by its
      President, one of its Vice Presidents, its Treasurer or its
      Controller.

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation.

     

    “Performance
      Level” means, as of any date of determination, the level set forth below as
      then applicable:

     

    I           Consolidated
      Leverage Ratio is less than or equal to 1.00:1.00.

     

    
      	
               

            	
              II

            	
              Consolidated
                Leverage Ratio is greater than 1.00:1.00 but less than or equal to
                1.50:1.00.

            


    

     

    
      	
               

            	
              III

            	
              Consolidated
                Leverage Ratio is greater than 1.50:1.00 but less than or equal to
                2.50:1.00.

            


    

     

    
      	
               

            	
              IV

            	
              Consolidated
                Leverage Ratio is greater than 2.50:1.00 but less than or equal to
                3.00:1.00.

            


    

     

    
      	
               

            	
              V

            	
              Consolidated
                Leverage Ratio is greater than
                3.00:1.00.

            


    

     

    For
      purposes of this definition, the Performance Level shall be determined (i)
      from
      the date hereof, until adjusted pursuant to clause (ii) below, by reference
      to
      the Consolidated Leverage Ratio calculated for the Reference Period that would
      have ended September 30, 2007 had this Agreement then been in effect and (ii)
      as
      at the end of each Reference Period ended after the date hereof based upon
      the
      calculation of the Consolidated Leverage Ratio for such Reference
      Period.  The Applicable Margin, Facility Fee Rate and Utilization Fee
      Rate shall be adjusted (if necessary) upward or downward on the first day
      following delivery of the certificate referred to in Section
      5.01(i)(iv).

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    “Permitted
      Encumbrances” means:

     

    (a)           Liens
      imposed by law for taxes that are not yet due or are being contested in good
      faith by appropriate proceedings;

     

    (b)           carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
      imposed by law, arising in the ordinary course of business and securing
      obligations that are not overdue by more than 30 days or are being contested
      in
      good faith by appropriate proceedings;

     

    (c)           pledges
      and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
      regulations;

     

    (d)           deposits
      to secure the performance of bids, trade contracts, leases, statutory
      obligations, surety and appeal bonds, performance bonds and other obligations
      of
      a like nature, in each case in the ordinary course of business;

     

    (e)           judgment
      liens in respect of judgments that do not constitute an Event of Default under
      Section 6.01(f); and

     

    (f)           easements,
      zoning restrictions, rights-of-way and similar encumbrances on real property
      imposed by law or arising in the ordinary course of business that do not secure
      any monetary obligations and do not materially detract from the value of the
      affected property or interfere with the ordinary conduct of business of the
      Company or any Subsidiary;

     

    provided
      that the term “Permitted Encumbrances” shall not include any Lien securing
      Indebtedness.

     

    “Person”
      means an individual, partnership, corporation (including a business trust),
      limited liability company, joint stock company, trust, unincorporated
      association, joint venture or other entity, or a government or any political
      subdivision or agency thereof.

     

    “Plan”
      means a Single Employer Plan or a Multiple Employer Plan.

     

    “Post-Petition
      Interest” has the meaning specified in Section 7.05.

     

    “Pro
      Rata Share” of any amount means, with respect to any US Lender at any time,
      the product of such amount times a fraction the numerator of which is the
      amount of such Lender’s US Commitment at such time (or, if the US Commitments
      shall have been terminated pursuant to Section 2.04 or 6.01, such Lender’s
      US Commitment as in effect immediately prior to such termination) and the
      denominator of which is the aggregate amount of all US Commitments at such
      time
      (or, if the US Commitments shall have been terminated pursuant to
      Section 2.04 or 6.01, the aggregate amount of all US Commitments as in
      effect immediately prior to such termination).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    “Reference
      Banks” means Citibank, N.A., Bank of America, N.A. and Wachovia Bank,
      National Association.

     

    “Reference
      Period” means any period of four consecutive fiscal quarters of the
      Company.

     

    “Register”
      has the meaning specified in Section 9.02(d).

     

    “Regulation
      FD” has the meaning specified in Section 10.12.

     

    “Revolving
      Advance” means a US Advance or a Canadian Advance.

     

    “Revolving
      Borrowing” means a US Borrowing or a Canadian Borrowing.

     

    “Revolving
      Note” means a promissory note of a Borrower payable to the order of any
      Lender, in substantially the form of Exhibit A-1 hereto, evidencing the
      aggregate Indebtedness of the Borrower to such Lender resulting from the
      Revolving Advances made to such Borrower by such Lender.

     

    “Schedule
      I Lenders” shall mean, at any time, the Canadian Lenders that are listed in
      Schedule I to the Bank Act (Canada) at such time.

     

    “Schedule
      I Reference Lenders” means, where there are three or fewer Schedule I
      Lenders, all such Lenders, and where there are more than three such Lenders,
      three of such Lenders chosen by the Sub-Agent and identified by written notice
      to the Borrowers.

     

    “Schedule
      II/III Lenders” shall mean, at any time, the Canadian Lenders that are
      listed in Schedule II or Schedule III to the Bank Act (Canada) at such
      time.

     

    “Significant
      Subsidiary” means each Subsidiary, but excludes any Subsidiary the United
      States dollar value (or equivalent thereof) of whose assets is less than 5%
      of
      the total assets of the Company and the Subsidiaries, on a consolidated
      basis.

     

    “Single-Employer
      Plan” means a single employer plan, as defined in Section 4001(a)(15) of
      ERISA, which (i) is maintained for employees of the Company or an ERISA
      Affiliate and no Person other than the Company and its ERISA Affiliates or
      (ii)
      was so maintained and in respect of which the Company or an ERISA Affiliate
      could have liability under Section 4069 of ERISA in the event such plan has
      been
      or were to be terminated.

     

    “Stamping
      Fee” means, with respect to each Bankers’ Acceptance and BA Equivalent Note,
      an amount equal to (a) the Applicable Margin, as in effect on the date of
      the Drawing or renewal, as the case may be, of such Bankers’ Acceptance or BA
      Equivalent Note multiplied by (b) the Face Amount of such Bankers’
Acceptance or BA Equivalent Note, calculated on the basis of the term
      to
      maturity of such Bankers’ Acceptance or BA Equivalent Note and a year of 365
      days or 366 days, as the case may be.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    “Sub-Agent”
      means Citibank, N.A., Canadian Branch.

     

    “Subordinated
      Obligations” has the meaning specified in Section 7.05.

     

    “Subsidiary”
      means, as at any particular time, any Person controlled by the Company the
      accounts of which would be consolidated with those of the Company in the
      Company’s consolidated financial statements if such financial statements were to
      be prepared at such time in accordance with GAAP.

     

    “Tax-Exempt
      Financing” means a transaction with a governmental unit or instrumentality
      which involves (i) the issuance by such governmental unit or instrumentality
      to
      Persons other than the Company or a Subsidiary of bonds or other obligations
      on
      which the interest is exempt from Federal income taxes under Section 103 of
      the
      Internal Revenue Code and the proceeds of which are applied to finance or
      refinance the cost of acquisition of equipment or facilities of the Company
      or
      any of its subsidiaries, and (ii) participation in the transaction by the
      Company or a Subsidiary in any manner permitted by this Agreement.

     

    “Termination
      Date” means (i) October 29, 2012 or (ii) any date to which the Termination
      Date shall have been extended pursuant to Section 2.04(b); or in each case
      of
      (i) and (ii), the earlier date on which the termination in whole of the
      Commitments occurs pursuant to Section 2.04(a) or 6.01.

     

    “Type”
      shall have the meaning given such term in the definitions of US Advance and
      Canadian Advance.

     

    “Unused
      Canadian Commitment” means, with respect to any Canadian Lender at any time,
      (a) such Lender’s Canadian Commitment at such time minus
      (b) the sum of (i) the aggregate principal amount of Canadian Advances
      (other than BA Advances) made by such Canadian Lender and outstanding at such
      time and (ii) the aggregate Face Amount of all Bankers’ Acceptances and BA
      Equivalent Notes accepted, purchased, maintained or otherwise made by such
      Canadian Lender and outstanding at such time.

     

    “Unused
      US Commitment” means, with respect to each Lender at any time, (a) such
      Lender’s US Commitment at such time minus (b) the sum of (i) the
      aggregate principal amount of all US Advances made by such Lender (in its
      capacity as a Lender) and outstanding at such time, plus (ii) such
      Lender’s Pro Rata Share of (A) the aggregate Available Amount of all Letters of
      Credit outstanding at such time, (B) the aggregate principal amount of all
      Revolving Advances made by the Issuing Bank pursuant to
      Section 2.02(b)(iii) that have not been ratably funded by such Lender and
      outstanding at such time and (C) the aggregate principal amount of Bid Advances
      then outstanding.

     

    “US
      Advance” means an advance (other than a Bid Advance) by a US Lender to a
      Borrower pursuant to Section 2.02(a) or (b)(iii), and refers to a Base Rate
      Advance or a Eurodollar Rate Advance (each of which shall be a “Type” of
      US Advance).

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    “US
      Borrowing” means (i) a borrowing consisting of simultaneous US Advances of
      the same Type (and, in the case of a Borrowing consisting of Eurodollar Rate
      Advances, having the same Interest Period) made by the US Lenders.

     

    “US
      Commitment” means, with respect to any US Lender at any time, the amount set
      forth opposite such Lender’s name on Schedule I hereto under the caption “US
      Commitment” or, if such Lender has entered into one or more Assignment and
      Acceptances, set forth for such Lender in the Register maintained by the Agent
      pursuant to Section 9.02(d) as such Lender’s “US Commitment”, as such
      amount may be reduced or increased at or prior to such time pursuant to
      Section 2.04.

     

    “US
      Dollars” and the “US$” sign each means lawful currency of the United
      States of America.

     

    “US
      Lender” means any Bank listed on the signature pages hereof (or any written
      amendment, supplement or other modification hereto) as a US Lender or an
      Eligible Assignee thereof.

     

    “US
      Usage” means, at any time, the sum of the aggregate principal amount of the
      US Advances and the Bid Advances then outstanding plus the Available
      Amount of the outstanding Letters of Credit.

     

    “Usage”
      means, at any time, the sum of the aggregate principal amount of the Advances
      then outstanding plus the Available Amount of the outstanding Letters of
      Credit.

     

    “Utilization
      Fee Rate” means, for any date on which the aggregate Usage exceeds 50% of
      the aggregate Revolving Commitments, a rate per annum determined by reference
      to
      the Performance Level applicable on such date as set forth below:

     

    
      	
              Performance

              Level

            	
              Utilization
                Fee Rate

            
	
              I

            	
              0.075%

            
	
              II

            	
              0.125%

            
	
              III

            	
              0.125%

            
	
              IV

            	
              0.125%

            
	
              V

            	
              0.250%

            


    

    


     

    “Voting
      Rights” means, as to any corporation or any other entity, ordinary voting
      power (whether associated with outstanding common stock or outstanding preferred
      stock, or both, or other outstanding equity interests, as applicable) to elect
      members of the Board of Directors of such corporation or other entity
      (irrespective of whether or not at the time capital stock of any class or
      classes of such corporation or entity shall or might have voting power or
      additional voting power upon the occurrence of any contingency).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    “Wholly
      Owned” means, with respect to any corporation or other entity, a corporation
      or other entity of which 100% of the Voting Rights are at the time directly
      or
      indirectly owned by the Company, by the Company and one or more other Wholly
      Owned Subsidiaries, or by one or more other Wholly Owned
      Subsidiaries.

     

    “Withdrawal
      Liability” shall have the meaning given such term under Part I of Subtitle E
      of Title IV of ERISA.

     

    SECTION
      1.02.  Computation
      of Time Periods.  (a)  In
      this Agreement and the other Loan Documents in the computation of periods of
      time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each means “to but
      excluding”.

     

    (b)  In
      this
      Agreement and the other Loan Documents each reference to a year shall be a
      reference to the twelve consecutive months beginning January 1 in such year
      and
      ending December 31 in such year and each reference to a quarter shall be a
      reference to one of the three consecutive month periods beginning January 1,
      April 1, July 1 or October 1, in each year.

     

    SECTION
      1.03.  Accounting
      Terms.  All
      accounting terms not specifically defined herein shall be construed in
      accordance with GAAP.  “GAAP” shall mean generally accepted
      accounting principles as in effect from time to time, applied on a basis
      consistent with the most recent certified consolidated financial statements
      of
      the Company and its Subsidiaries delivered to the Lenders, except that if the
      Company notifies the Agent that the Company requests an amendment to any
      provision hereof to eliminate the effect of a change occurring after the date
      of
      this Agreement in GAAP or the application thereof on the operation of such
      provision (or if the Agent notifies the Company that the Majority Lenders
      request an amendment to any provision hereof for such purpose), regardless
      of
      whether any such notice is given before or after such change in GAAP or in
      the
      application thereof, then such provision shall be construed and interpreted
      on
      the basis of GAAP as in effect and applied immediately before such change shall
      have become effective until such notice shall have been withdrawn or such
      provision amended in accordance with Section 10.01.

     

    ARTICLE
      II                                

    AMOUNTS
      AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

    SECTION
      2.01.  The
      Revolving Advances and Letters of Credit.  (a)  Revolving
      Advances.  (i)  Each US Lender severally agrees, on the
      terms and conditions hereinafter set forth, to make US Advances in US Dollars
      to
      the Company from time to time on any Business Day during the period from the
      date hereof until the Termination Date in an aggregate amount not to exceed
      such
      Lender’s Unused US Commitment.  Each US Borrowing shall be in an
      aggregate amount not less than the Borrowing Minimum or the Borrowing Multiple
      in excess thereof and shall consist of Advances of the same Type made on the
      same day by the US Lenders ratably according to their respective US
      Commitments.  Within the limits of each US Lender’s US Commitment, the
      Company may borrow, repay pursuant to Section 2.05 or prepay pursuant to Section
      2.09(b), and reborrow, prior to the Termination Date, under this Section
      2.01(a)(i).

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (ii)  Each
      Canadian Lender severally agrees, on the terms and conditions hereinafter set
      forth, to make Canadian Advances in either US Dollars or Canadian Dollars to
      the
      Canadian Borrower and/or the Company from time to time on any Business Day
      during the period from the Effective Date until the Termination Date in an
      aggregate amount on any Business Day not to exceed the Unused Canadian
      Commitment of such Canadian Lender.  Each Canadian Borrowing shall be
      in an aggregate amount not less than the Borrowing Minimum or the Borrowing
      Multiple in excess thereof and shall consist of Advances of the same Type made
      on the same day by the Canadian Lenders ratably according to their respective
      Canadian Commitments.  Within the limits of each Canadian Lender’s
      Canadian Commitment, the Canadian Borrower and the Company may borrow, repay
      pursuant to Section 2.05, prepay pursuant to Section 2.09 and reborrow,
      prior to the Termination Date, under this Section 2.01(a)(ii).

     

    (b)           Letters
      of Credit.  Each Issuing Bank agrees, on the terms and conditions
      hereinafter set forth, to issue letters of credit (each a “Letter of
      Credit”) denominated in US Dollars for the account of the Company from time
      to time on any Business Day during the period from the date hereof until 30
      days
      before the Termination Date in an aggregate Available Amount (i) for all Letters
      of Credit issued by such Issuing Bank not to exceed at any time the lesser
      of
      (x) the Letter of Credit Facility at such time and (y) such Issuing
      Bank’s Letter of Credit Commitment at such time and (ii) for each such
      Letter of Credit not to exceed an amount equal to the aggregate Unused US
      Commitments of the US Lenders at such time.  No Letter of Credit shall
      have an expiration date (including all rights of the Company or the beneficiary
      to require renewal, but excluding “evergreen” renewal provisions that permit the
      Issuing Bank to decline to renew) later than five Business Days before the
      Termination Date.  Within the limits referred to above, the Company
      may request the issuance of Letters of Credit under this Section 2.01(b),
      repay any Revolving Advances resulting from drawings thereunder pursuant to
      Section 2.05 or prepay pursuant to Section 2.09(b) and request the issuance
      of additional Letters of Credit under this Section 2.01(b)  Each
      letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a
      Letter of Credit issued hereunder, and each Lender that is an issuer of such
      a
      Letter of Credit shall, for purposes of this Agreement, be deemed to be an
      Issuing Bank for each such letter of credit, provided than any renewal or
      replacement of any such letter of credit shall be issued by an Issuing Bank
      pursuant to the terms of this Agreement.

     

    (c)           The
      Bankers’ Acceptances.  Each Canadian Lender severally agrees on
      the terms and conditions hereinafter set forth, in the case of each BA Lender,
      to accept Drafts (each such Draft so accepted, a “Bankers’ Acceptance”)
      for the account of the Canadian Borrower, and to purchase such Bankers’
Acceptances and in the case of non-BA Lenders to make BA Equivalent Notes,
      from
      time to time on any Canadian Business Day during the period from the Effective
      Date until the Termination Date; provided, that the Face Amount of such
      Bankers’ Acceptance and of any BA Equivalent Note shall not exceed the Unused
      Canadian Commitment of such Canadian Lender.  Each Drawing shall
      consist of the creation and purchase of Bankers’ Acceptances and the making of
      BA Equivalent Notes at or about the same time by the Canadian Lenders ratably
      in
      accordance with their respective Canadian Commitments.  Within the
      limits of each Canadian Lender’s Canadian Commitment and within the limits
      referred to above in this Section 2.01(c), the Canadian Borrower may borrow
      under this Section 2.01(c), repay pursuant to Section 2.16(j) and
      reborrow under this Section 2.01(c).

     

    
      
        21

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      2.02.  Making
      the Advances.  (a)  Making
      the Revolving Advances.  (i)  (A)  Each
      Revolving Borrowing shall be made on notice, given not later than 11:00 A.M.
      (New York City time), (x) in the case of Eurodollar Rate Advances, on the third
      Business Day prior to the date of the proposed Revolving Borrowing and (y)
      in
      the case of Base Rate Advances or Canadian Prime Rate Advances, on the day
      of
      the proposed Revolving Borrowing, by the applicable Borrower to the Agent (and
      in the case of Canadian Advances, to the Sub-Agent), which shall give to each
      appropriate Lender prompt notice thereof by telecopier.  Each such
      notice of a Revolving Borrowing (a “Notice of Revolving Borrowing”) shall
      be by telephone, confirmed immediately in writing, in substantially the form
      of
      Exhibit B-1 hereto, specifying therein the requested (I) date of such Revolving
      Borrowing, (II) Type of Revolving Advances comprising such Revolving Borrowing,
      (III) aggregate amount of such Revolving Borrowing, and (IV) in the case of
      a
      Eurodollar Rate Advance, Interest Period for each such Revolving
      Advance.  Each Lender shall, before 1:00 P.M. (New York City time) on
      the date of such Revolving Borrowing make available for the account of its
      Applicable Lending Office to the Agent (or, in the case of Advances denominated
      in Canadian Dollars, to the Sub-Agent) at the applicable Agent’s Account, in
      same day funds, such Lender’s ratable portion of such Revolving
      Borrowing.  After the Agent’s or Sub-Agent’s receipt of such funds and
      upon fulfillment of the applicable conditions set forth in Article III, the
      Agent or Sub-Agent, as applicable, will make such funds available to the
      applicable Borrower at the Agent’s or Sub-Agent’s address referred to in Section
      10.02.

     

    (B)           The
      failure of any Lender to make the Revolving Advance to be made by it as part
      of
      any Revolving Borrowing shall not relieve any other Lender of its obligation,
      if
      any, hereunder to make its Revolving Advance on the date of such Revolving
      Borrowing, but no Lender shall be responsible for the failure of any other
      Lender to make the Revolving Advance to be made by such other Lender on the
      date
      of any Revolving Borrowing.

     

    (ii)  Anything
      in subsection (i) above to the contrary notwithstanding,

     

    (A)  if
      any
      Lender shall, at least one Business Day before the date of any requested
      Revolving Borrowing comprised of Eurodollar Rate Advances, notify the Agent
      or
      the Sub-Agent, as applicable (with a copy to the applicable Borrower) that
      the
      introduction of or any change in or in the interpretation of any law or
      regulation by any court, authority or agency, or any other governmental,
      judicial or regulatory body, makes it unlawful, or that any central bank or
      other governmental authority asserts that it is unlawful, for such Lender or
      its
      Eurodollar Lending Office to perform its obligations hereunder to make
      Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances
      hereunder, the right of such Borrower to select Eurodollar Rate Advances for
      such Revolving Borrowing or any subsequent Revolving Borrowing, with respect
      to
      such Lender (only), shall be suspended until such Lender shall notify the Agent
      (with a copy to the applicable Borrower) that the circumstances causing such
      suspension no longer exist or such Lender shall cease to be a party hereto,
      and
      each Revolving Advance comprising such Revolving Borrowing shall, with respect
      to such Lender (only), be a Base Rate Advance of an equivalent amount and for
      an
      approximately equivalent term, provided that if all the Lenders so notify
      the Agent, the Agent shall so notify the applicable Borrower and the Notice
      of
      Revolving Borrowing in respect of such requested Revolving Borrowing shall
      be
      automatically revoked.  Each Lender giving a notice under this
      subclause (A) shall, promptly after giving such notice, provide the Company
      (with a copy to the Agent) with an explanation, in reasonable detail, as to
      the
      circumstances causing such suspension;

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (B)  in
      the
      event that it is necessary to determine the Eurodollar Rate with reference
      to
      the Reference Banks, and if none of the Reference Banks furnish timely
      information to the Agent for determining the Eurodollar Rate for Eurodollar
      Rate
      Advances comprising any requested Revolving Borrowing, the right of the
      Borrowers to select Eurodollar Rate Advances for such Revolving Borrowing or
      any
      subsequent Revolving Borrowing shall be suspended until the Agent shall notify
      the Borrowers and the Lenders that the circumstances causing such suspension
      no
      longer exist, and each Revolving Advance comprising such Revolving Borrowing
      shall be a Eurodollar Rate Advance, if available (or, if not available or the
      applicable Borrower so notifies the Lenders, a Base Rate Advance);
      and

     

    (C)  if
      more
      than 50% of the Lenders required to fund any Revolving Borrowing comprised
      of
      Eurodollar Rate Advances shall, at least one Business Day before the date of
      such requested Revolving Borrowing, notify the Agent (with a copy to the
      applicable Borrower) that the Eurodollar Rate for Eurodollar Rate Advances
      comprising such Revolving Borrowing will not adequately reflect the cost to
      such
      Lenders of making or funding their respective Eurodollar Rate Advances for
      such
      Revolving Borrowing, the Notice of Revolving Borrowing given in respect of
      such
      requested Revolving Borrowing shall be automatically revoked and the right
      of
      the Borrowers to select Eurodollar Rate Advances for such Revolving Borrowing
      or
      any subsequent Revolving Borrowing shall be suspended until such Lenders shall
      notify the Agent (with a copy to the applicable Borrower) and the other Lenders
      that the circumstances causing such suspension no longer exist.  The
      Lenders giving a notice under this subclause (C) shall, promptly after giving
      such notice, provide the Company (with a copy to the Agent) with an explanation,
      in reasonable detail, as to the circumstances causing such
      suspension.

     

    (D)           Anything
      in subsection (i) above to the contrary notwithstanding, (1) the Borrowers
      may
      not select Eurodollar Rate Advances for any Revolving Borrowing if the aggregate
      amount of such Revolving Borrowing is less than the Borrowing Minimum and (2)
      the Eurodollar Rate Advances may not be outstanding as part of more than ten
      separate Revolving Borrowings.

     

    (iii)           Each
      Notice of Revolving Borrowing (subject to (ii)(A) and (ii)(C) above) shall
      be
      irrevocable and binding on the Borrower giving such notice.  In the
      case of any Revolving Borrowing which the related Notice of Revolving Borrowing
      specifies is to be comprised of Eurodollar Rate Advances, the applicable
      Borrower shall indemnify each Lender against any loss, cost or expense incurred
      by such Lender as a result of any failure to fulfill on or before the date
      specified in such Notice of Revolving Borrowing for such Revolving Borrowing
      the
      applicable conditions set forth in Article III, including, without limitation,
      any loss (excluding loss of anticipated profits), cost or expense incurred
      by
      reason of the liquidation or reemployment of deposits or other funds acquired
      by
      such Lender to fund the Revolving Advance to be made by such Lender as part
      of
      such Revolving Borrowing when such Revolving Advance, as a result of such
      failure, is not made on such date.  Each Lender claiming indemnity for
      any such loss, cost or expense under this clause (iii) shall provide, at the
      time of making such claim, the applicable Borrower (with a copy to the Agent)
      with reasonable details, including the basis for the calculation thereof, of
      such loss, cost or expense, provided that, in the absence of manifest
      error, the amount of such claims so notified shall be conclusive and binding
      upon such Borrower.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (iv)           Unless
      the Agent (or the Sub-Agent, as applicable) shall have received notice from
      a
      Lender prior to the date of any Revolving Borrowing that such Lender will not
      make available to the Agent such Lender’s ratable portion of such Revolving
      Borrowing, the Agent (or the Sub-Agent, as applicable) may assume that such
      Lender has made such portion available to the Agent (or the Sub-Agent, as
      applicable) on the date of such Revolving Borrowing in accordance with
      subsection (i) of this Section 2.02(a) and the Agent (or the Sub-Agent, as
      applicable) may, in reliance upon such assumption, make available to the
      applicable Borrower on such date a corresponding amount.  If and to
      the extent that such Lender shall not have so made such ratable portion
      available to the Agent (or the Sub-Agent, as applicable), such Lender and such
      Borrower severally agree to repay to the Agent (or the Sub-Agent, as applicable)
      forthwith on demand such corresponding amount together with interest thereon,
      for each date from the date such amount is made available to such Borrower
      until
      the date such amount is repaid to the Agent (or the Sub-Agent, as applicable),
      at (i) in the case of a Borrower, the interest rate applicable at the time
      to
      Revolving Advances comprising such Revolving Borrowing and (ii) in the case
      of
      such Lender, (1) in the case of Advances denominated in US Dollars, the Federal
      Funds Rate and (2) in the case of Advances denominated in Canadian Dollars,
      the
      Canadian Interbank Rate.  If such Lender shall repay to the Agent (or
      the Sub-Agent, as applicable) such corresponding amount, such amount so repaid
      shall constitute such Lender’s Revolving Advance as part of such Revolving
      Borrowing for purposes of this Agreement.

     

    (b)           Issuance
      of and Drawings and Reimbursement Under Letters of
      Credit.  (i)  Request for
      Issuance.  (A) Each Letter of Credit shall be issued upon notice,
      given not later than 11:00 A.M. (New York City time) on the fifth
      Business Day prior to the date of the proposed issuance of such Letter of Credit
      (or such shorter notice period as may be agreed by the applicable Issuing Bank),
      by the Company to any Issuing Bank, which shall give the Agent prompt notice
      thereof by telecopier.  Each such notice of issuance of a Letter of
      Credit (a “Notice of Issuance”) shall be by telephone or telecopier (or
      as otherwise agreed between the Company and the applicable Issuing Bank),
      confirmed immediately in writing, specifying therein the requested (I) date
      of such issuance (which shall be a Business Day), (II) Available Amount of
      such Letter of Credit, (III) expiration date of such Letter of Credit,
      (IV) name and address of the beneficiary of such Letter of Credit and
      (V) form of such Letter of Credit, and shall be accompanied by such
      application and agreement for letter of credit (if any) as such Issuing Bank
      may
      reasonably specify to the Company for use in connection with such requested
      Letter of Credit (a “Letter of Credit Agreement”).  If the
      requested form of such Letter of Credit is acceptable to the applicable Issuing
      Bank in its reasonable discretion, such Issuing Bank will, upon fulfillment
      of
      the applicable conditions set forth in Article III, make such Letter of
      Credit available to the Company at its office referred to in Section 10.02
      or as otherwise agreed with the Company in connection with such
      issuance.  In the event and to the extent that the provisions of any
      Letter of Credit Agreement shall conflict with this Agreement, the provisions
      of
      this Agreement shall govern.

     

    
      
        
        

      

      
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    (ii)           Participations.  By
      the issuance of a Letter of Credit (or an amendment to a Letter of Credit
      increasing the amount thereof) and without any further action on the part of
      any
      Issuing Bank or the US Lenders, each Issuing Bank hereby grants to each US
      Lender, and each US Lender hereby acquires from such Issuing Bank, a
      participation in such Letter of Credit equal to such Lender’s Pro Rata Share of
      the aggregate amount available to be drawn under such Letter of
      Credit.  The Company hereby agrees to each such
      participation.  In consideration and in furtherance of the foregoing,
      each US Lender hereby absolutely and unconditionally agrees to pay to the Agent,
      for the account of the Issuing Bank, such Lender’s Pro Rata Share of each
      drawing made under a Letter of Credit funded by the Issuing Bank and not
      reimbursed by the Company on the date made, or of any reimbursement payment
      required to be refunded to the Company for any reason.  Each US Lender
      acknowledges and agrees that its obligation to acquire participations pursuant
      to this paragraph in respect of Letters of Credit is absolute and unconditional
      and shall not be affected by any circumstance whatsoever, including any
      amendment, renewal or extension of any Letter of Credit or the occurrence and
      continuance of an Event of Default or any event which, with the giving of notice
      or lapse of time, or both, would constitute an Event of Default, or reduction
      or
      termination of the US Commitments, and that each such payment shall be made
      without any offset, abatement, withholding or reduction
      whatsoever.  Each US Lender further acknowledges and agrees that its
      participation in each Letter of Credit will be automatically adjusted to reflect
      such Lender's Pro Rata  Share of such Letter of Credit at each time
      such Lender's US Commitment is amended pursuant to Section 2.04, pursuant to
      an
      assignment in accordance with Section 8.02 or otherwise pursuant to this
      Agreement.

     

    (iii)           Drawing
      and Reimbursement.  The payment by any Issuing Bank of a draft
      drawn under any Letter of Credit shall constitute for all purposes of this
      Agreement the making by such Issuing Bank of a Revolving Advance, which shall
      be
      a Base Rate Advance, in the amount of such draft.  Upon written demand
      by such Issuing Bank, with a copy of such demand to the Agent, each US Lender
      shall pay to the Agent such Lender’s Pro Rata Share of such outstanding
      Revolving Advance, by making available for the account of its Applicable Lending
      Office to the Agent for the account of such Issuing Bank, by deposit to the
      Agent’s Account, in same day funds, an amount equal to the portion of the
      outstanding principal amount of such Revolving Advance to be funded by such
      Lender.  Promptly after receipt thereof, the Agent shall transfer such
      funds to such Issuing Bank.  Each US Lender agrees to fund its Pro
      Rata Share of an outstanding Revolving Advance made by an Issuing Bank as a
      result of a drawing under the Letter of Credit on (A) the Business Day on
      which demand therefor is made by the Issuing Bank, provided that notice
      of such demand is given not later than 11:00 A.M. (New York City time)
      on such Business Day, or (B) the first Business Day next succeeding such
      demand if notice of such demand is given after such time.  If and to
      the extent that any US Lender shall not have so made the amount of such
      Revolving Advance available to the Agent, such Lender agrees to pay to the
      Agent
      forthwith on demand such amount together with interest thereon, for each day
      from the date of demand by the applicable Issuing Bank until the date such
      amount is paid to the Agent, at the Federal Funds Rate for its account or the
      account of such Issuing Bank, as applicable.  If such Lender shall pay
      to the Agent such amount for the account of such Issuing Bank on any Business
      Day, such amount so paid in respect of principal shall constitute a Revolving
      Advance made by such Lender on such Business Day for purposes of this Agreement,
      and the outstanding principal amount of the Revolving Advance made by the
      applicable Issuing Bank shall be reduced by such amount on such Business
      Day.

     

    
      
        
        

      

      
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    (iv)           Letter
      of Credit Reports.  Each Issuing Bank shall furnish (A) to
      the Agent on the first Business Day of each week a written report summarizing
      issuance and expiration dates of Letters of Credit issued by it during the
      previous week and drawings during such week under all Letters of Credit issued
      by it and (B) to the Agent on the first Business Day of each calendar
      quarter a written report setting forth the average daily aggregate Available
      Amount during the preceding calendar quarter of all Letters of Credit issued
      by
      it.

     

    (v)           Notice
      to Borrower.  Each Issuing Bank shall notify the Company promptly
      of each request for drawing under a Letter of Credit issued by it and each
      payment made by it under any such Letter of Credit.

     

    (vi)           Failure
      to Make Revolving Advances.  The failure of any US Lender to make
      the Revolving Advance to be made by it on the date specified in Section
      2.02(b)(iii) shall not relieve any other US Lender of its obligation hereunder
      to make its Revolving Advance on such date, but no US Lender shall be
      responsible for the failure of any other US Lender to make the Revolving Advance
      to be made by such other US Lender on such date.

     

    (c)           Making
      the Bid Advances.  (i)  Each Lender severally agrees
      that the Company may make Bid Borrowings denominated in US Dollars under this
      Section 2.02(c) from time to time on any Business Day during the period from
      the
      date hereof until the date occurring one day prior to the Termination Date
      in
      the manner set forth below; provided that, following the making of each
      Bid Borrowing, the US Usage shall not exceed the aggregate amount of the US
      Commitments of the US Lenders.

     

    (A)           The
      Company may request a Bid Borrowing under this Section 2.02(c) by delivering
      to
      the Agent, by telephone, confirmed immediately in writing, a notice of a Bid
      Borrowing (a “Notice of Bid Borrowing”), in substantially the form of
      Exhibit B-2 hereto, specifying (I) the date and aggregate amount of the proposed
      Bid Borrowing, (II) the type of interest rate applicable to such Bid Borrowing
      (which shall be a margin above or below the Eurodollar Rate or a fixed rate),
      (III) the interest period or periods applicable to such Bid Borrowing (which
      shall be from 14 days up to 12 months in the case of Eurodollar Rate related
      Bid
      Borrowings and from 7 days up to 365 days in the case of fixed rate Bid
      Borrowings), (IV) the maturity date for repayment of each Bid Advance to be
      made
      as part of such Bid Borrowing (which maturity date may not be later than the
      Termination Date), (V) the interest payment date or dates relating thereto,
      (VI)
      the time after which the offer of any US Lender bidding for such Bid Borrowing
      cannot be accepted by the Company (which shall not be later than 10:30 A.M.,
      New
      York City time, on the date of the proposed Bid Borrowing in the case of a
      fixed
      rate Bid Borrowing and on the third Business Day prior to the date of the
      proposed Bid Borrowing in the case of a Eurodollar Rate Bid Borrowing), and
      (VII) any other terms to be applicable to such Bid Borrowing, not later than
      9:00 A.M. (New York City time) (x) at least one Business Day prior to the
      proposed Bid Borrowing if the Company shall specify in the Notice of Bid
      Borrowing that the rates of interest to be offered by US Lenders shall be fixed
      rates and (y) at least three Business Days prior to the proposed Bid Borrowing,
      if the Company shall instead specify in the Notice of Bid Borrowing that the
      rates to be offered by the US Lenders shall be a margin above or below the
      Eurodollar Rate.  The Agent shall in turn notify each US Lender of
      each request for a Bid Borrowing received by it from the Company by sending
      such
      Lender a copy of the related Notice of Bid Borrowing.

     

    
      
        
        

      

      
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    (B)           Each
      US Lender shall, if, in its sole discretion, it elects to do so, irrevocably
      offer to make one or more Bid Advances to the Company as part of such proposed
      Bid Borrowing at a rate or rates of interest, with maturity date or dates,
      and
      with a maximum principal amount that may be accepted by the Company, each as
      specified by such Lender in its sole discretion, by notifying the Agent (which
      shall give prompt notice thereof to the Company) by telephone before 9:30 A.M.
      (New York City time), confirmed in writing before 10:30 A.M. (New York City
      time), (I) on the date of such proposed Bid Borrowing, if the Company shall
      have
      specified in the Notice of Bid Borrowing that the rates of interest to be
      offered by the US Lenders were to be fixed rates per annum and (II) on the
      second Business Day prior to the proposed Bid Borrowing, if the Company shall
      have instead specified in the Notice of Bid Borrowing that the rates of interest
      to be offered by the US Lenders were to be Eurodollar Rates, of the maximum
      amount of each Bid Advance which such Lender would be willing to make as part
      of
      such proposed Bid Borrowing (which amounts may, subject to the proviso to the
      first sentence of this Section 2.02(c), exceed such Lender’s US Commitment), the
      rate or rates of interest and maturity date or dates therefor and such Lender’s
      Applicable Lending office with respect to such Bid Advance; provided that
      if the Agent in its capacity as a US Lender shall, in its sole discretion,
      elect
      to make any such offer, it shall notify the Company of such offer at least
      30
      minutes before the time and on the date on which notice of such election is
      to
      be given to the Agent by the other US Lenders.  If any US Lender shall
      elect not to make such an offer, such Lender shall so notify the Agent by
      telephone, confirmed immediately in writing, before 9:30 A.M. (New York City
      time) on the date on which notice of such election is to be given to the Agent
      by the other US Lenders and such Lender shall not be obligated to, and shall
      not, make any Bid Advance as part of such Bid Borrowing; provided that
      the failure by any US Lender to give such notice shall not cause such Lender
      to
      be obligated to make any Bid Advance as part of such proposed Bid
      Borrowing.

     

    (C)           The
      Company shall, in turn, not later than the time after which the Company cannot
      accept the bid of any US Lender, as specified by the Company in the Notice
      of
      Bid Borrowing delivered by it in respect of such proposed Bid Borrowing, (I)
      on
      the date of such proposed Bid Borrowing, if the Company shall have specified
      in
      the Notice of Bid Borrowing that the rates of interest to be offered by the
      US
      Lenders were to be fixed rates per annum and (II) on the third Business Day
      prior to the proposed Bid Borrowing, if the Company shall have instead specified
      in the Notice of Bid Borrowing that the rates of interest to be offered by
      the
      US Lenders were to be Eurodollar Rates, either,

     

    
      
        
        

      

      
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    (x)           cancel
      such Bid Borrowing by giving the Agent notice by telephone, confirmed
      immediately in writing, to that effect, or

     

    (y)           accept
      one or more of the offers made by any US Lender or US Lenders pursuant to
      paragraph (B) above, in ascending order of the effective cost to the Company
      (and if two or more of such offers have an equal effective cost to the Company,
      the Company shall accept each such equal offer in the proportion that the amount
      of each such equal offer bears to the aggregate amount of all offers at such
      equal effective cost made by the US Lenders making such equal offers),
provided if the order referred to above would result in the acceptance of
      an offer by any US Lender in an aggregate amount of less than US$5,000,000,
      the
      Company shall accept such amounts as, in its discretion, it chooses to ensure
      that no offer of a US Lender is accepted for an aggregate amount of less than
      US$5,000,000; such acceptance shall be made by the Company giving notice by
      telephone, confirmed immediately in writing, to the Agent of the amount of
      each
      Bid Advance (which amount shall be equal to or less than the maximum amount
      notified to the Company by such Lender for such Bid Advance pursuant to
      paragraph (B) above) to be made by such Lender as part of such Bid Borrowing,
      and reject any remaining offers made by US Lenders pursuant to paragraph (B)
      above by giving the Agent notice to that effect.

     

    (D)           If
      the Company notifies the Agent that such Bid Borrowing is cancelled pursuant
      to
      paragraph (C)(x) above, the Agent shall give prompt notice thereof to the US
      Lenders and such Bid Borrowing shall not be made.

     

    (E)           If
      the Company accepts one or more of the offers made by any US Lender or US
      Lenders pursuant to paragraph (C)(y) above, the Agent shall in turn promptly
      notify by telephone, confirmed immediately in writing, (I) each US Lender that
      has made an offer as described in paragraph (B) above, of the date and aggregate
      amount of such Bid Borrowing and whether or not any offer or offers made by
      such
      Lender pursuant to paragraph (B) above have been accepted by the Company, (II)
      each US Lender that is to make a Bid Advance as part of such Bid Borrowing,
      of
      the amount of each Bid Advance to be made by such Lender as part of such Bid
      Borrowing, and (III) each US Lender that is to make a Bid Advance as part of
      such Bid Borrowing, upon receipt, that the Agent has received forms of documents
      appearing to fulfill the applicable conditions set forth in Article
      III.  Each US Lender that is to make a Bid Advance as part of such Bid
      Borrowing shall, before 12:00 noon (New York City time) on the date of such
      Bid Borrowing specified in the notice received from the Agent pursuant to
      clause (I) of the preceding sentence or any later time when such Lender
      shall have received notice from the Agent pursuant to clause (III) of the
      preceding sentence, make available for the account of its Applicable Lending
      Office to the Agent at the Agent’s Account, in same day funds, such Lender’s
      portion of such Bid Borrowing.  Upon fulfillment of the applicable
      conditions set forth in Article III and after receipt by the Agent of such
      funds, the Agent will make such funds available to the Company at the Agent’s
      address referred to in Section 10.02.  Promptly after each Bid
      Borrowing the Agent will notify each US Lender of the amount of the Bid
      Borrowing and the dates upon which such Bid Borrowing commenced and will
      terminate.

     

    
      
        
        

      

      
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    (E)           The
      Company shall indemnify each US Lender against any loss, cost, or expense
      incurred by such Lender as a result of any failure to fulfill on or before
      the
      date specified for such Bid Borrowing the applicable conditions set forth in
      Article III, including, without limitation, any loss (excluding loss of
      anticipated profits), cost or expense incurred by reason of the liquidation
      or
      reemployment of deposits or other funds acquired or maintained by such Lender
      to
      fund the Bid Advance to be made by such Lender as part of such Bid Borrowing
      when such Bid Advance, as a result of such failure, is not made on such
      date.  Each US Lender claiming indemnity for such loss, cost or
      expense under this subclause (D) shall provide, at the time of making such
      claim, the Company (with a copy to the Agent) with reasonable details, including
      the basis for the calculation thereof, of such loss, cost or expense, provided
      that, in the absence of manifest error, the amount of such claim so notified
      shall be conclusive and binding upon the Company.

     

    (F)           In
      the case of a proposed Bid Borrowing comprised of Eurodollar Rate related Bid
      Advances, the Agent shall, as soon as possible, notify the Company and the
      US
      Lenders of the applicable Eurodollar Rate.

     

    (ii)           Each
      Bid Borrowing shall be in an aggregate amount not less than US$5,000,000 or
      an
      integral multiple of US$1,000,000 in excess thereof and, following the making
      of
      such Bid Borrowing, shall not result in the limitations set forth in the proviso
      to the first sentence of this Section 2.02(c) being exceeded.

     

    (iii)  Within
      the limits and on the conditions set forth in this Section 2.02(c), the Company
      may from time to time borrow under this Section 2.02(c), repay or prepay
      pursuant to subsection (v) below, and reborrow prior to the Termination Date
      under this Section 2.02(c); provided, that a Bid Borrowing shall not be
      made within three Business Days of the date of any other Bid
      Borrowing.

     

    (iv)  The
      Company shall repay to the Agent for the account of each US Lender which has
      made a Bid Advance on the maturity date of each Bid Advance (such maturity
      date
      being that specified by the Company for repayment of such Bid Advance in the
      related Notice of Bid Borrowing delivered pursuant to subsection (i)(A) above
      and provided in the Bid Note evidencing such Bid Advance), the then unpaid
      principal amount of such Bid Advance.  The Company shall have no right
      to prepay any principal amount of any Bid Advance unless, and then only on
      the
      terms, specified by the Company for such Bid Advance in the related Notice
      of
      Bid Borrowing delivered pursuant to subsection (i)(A) above and provided in
      the
      Bid Note evidencing such Bid Advance (or with the consent of the US Lender
      holding such Bid Note).

     

    (v)  The
      Company shall pay interest on the unpaid principal amount of each Bid Advance
      from the date of such Bid Advance to the date the principal amount of such
      Bid
      Advance is repaid in full, at the rate of interest for such Bid Advance
      specified by the US Lender making such Bid Advance in its notice with respect
      thereto delivered pursuant to subsection (i)(B) above, payable on the interest
      payment date or dates specified by the Company for such Bid Advance in the
      related Notice of Bid Borrowing delivered pursuant to subsection (i)(A) above,
      as provided in the Bid Note evidencing such Bid Advance; provided that
      any amount of principal which is not paid when due (whether at stated maturity,
      by acceleration or otherwise) shall bear interest, from the date on which such
      amount is due until such amount is paid in full, payable on demand, at a rate
      per annum equal at all times to 1-1/2% per annum above the Base
      Rate.

     

    
      
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    (vi)  The
      Indebtedness of the Company resulting from each Bid Advance made to the Company
      as part of a Bid Borrowing shall be evidenced by a separate Bid Note of the
      Company payable to the order of the US Lender making such Bid
      Advance.

     

    SECTION
      2.03.  Fees.  (a)
      Facility Fee.  The Company agrees to pay to the Agent for the
      account of each Lender a facility fee on the average daily aggregate amount
      of
      the Lenders’ US Commitments and Canadian Commitments from the date hereof in the
      case of each Bank and from the effective date specified in the Assignment and
      Acceptance or Assumption Agreement pursuant to which it became a Lender in
      the
      case of each other Lender until the Termination Date at the Facility Fee Rate,
      payable quarterly in arrears and on the Termination Date.

     

    (b)           Letter
      of Credit Fees.  (i) The Company shall pay to the Agent for
      the account of each US Lender a commission on such Lender’s Pro Rata Share of
      the average daily aggregate Available Amount of all Letters of Credit
      outstanding from time to time at a rate per annum equal to the sum of the
      Applicable Margin for Eurodollar Rate Advances plus the Utilization Fee
      Rate, if applicable, payable quarterly in arrears and on the Termination
      Date.

     

    (ii)           The
      Company shall pay to each Issuing Bank, for its own account, a fronting fee
      equal to 0.125% of the Available Amount of each Letter of Credit issued by
      such
      Issuing Bank, payable quarterly in arrears, and shall pay such other
      commissions, issuance fees, transfer fees and other fees and charges in
      connection with the issuance or administration of each Letter of Credit as
      the
      Company and such Issuing Bank shall agree.

     

    (c)           Agent’s
      Fees.  The Company shall pay to the Agent for its own account such
      fees as may from time to time be agreed between the Company and the
      Agent.

     

    SECTION
      2.04.  Reduction,
      Increase and Extension of the Commitments/Substitution of Banks.  (a)  The
      Company shall have the right, upon at least two Business Days’ notice to the
      Agent, to terminate in whole or permanently reduce ratably in part the Canadian
      Commitments or the US Commitments of the Lenders or of the Issuing Banks,
provided that (i) each partial reduction shall be in the aggregate amount
      of US$10,000,000 (or, in the case of the Canadian Commitments, US$5,000,000)
      or
      an integral multiple of US$1,000,000 in excess thereof and (ii) any notice
      of
      termination may state that such notice is conditioned upon the effectiveness
      of
      other credit facilities, in which case such notice may be revoked by the Company
      (by notice to the Agent) if such condition is not satisfied.

     

    (b)           Not
      later than the date 45 days prior to the Termination Date then in effect, the
      Company may deliver to the Agent a notice requesting that the Commitments be
      extended to such date as the Company may specify in such notice (the
“Extended Termination Date”), and the Agent shall promptly forward such
      notice to the Lenders.  Within 10 days after its receipt of any such
      notice, each Lender shall notify the Agent of its willingness or unwillingness
      so to extend its Commitment(s).  Any Lender which shall fail so to
      notify the Agent within such period shall be deemed to have declined to extend
      its Commitment.  In the event that Lenders having US Commitments equal
      to US$100,000,000 or more shall be willing to extend their respective US
      Commitments, the Agent shall so notify the Company and each Lender and the
      Termination Date for each consenting Lender (including consenting Canadian
      Lenders) shall without further action be extended to the Extended Termination
      Date.  In the event that any Lender shall be unwilling to extend its
      Commitment(s), the Commitment(s) of such Lender will not be extended and the
      Termination Date as to that Lender shall remain unchanged.

     

    
      
        
        

      

      
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      (c)           Optional
      Termination and Substitution of Lenders.  The Company may, upon
      not less than two Business Days prior notice to a Lender or Lenders, terminate
      in whole the Commitment(s) of such Lender or Lenders and arrange in respect
      of
      each terminated Lender for one or more bank or banks (“Assuming Lender or
      Lenders”), which may include one or more of the Lenders, but no Lender shall
      have any obligation, to assume a Commitment equal to or Commitments in aggregate
      amount equal to the amount of the Commitment of the terminated Lender,
provided that no such termination shall be made unless, at such time, no
      event has occurred and is continuing which constitutes an Event of
      Default.  Such termination shall be effective (x) with respect to each
      such terminated Lender’s US Commitment and Canadian Commitment, on the date set
      forth in such notice, provided, however, that such date shall be
      no earlier than two Business Days after receipt of such notice or (y) in the
      event that an Advance is outstanding from such terminated Lender which is to
      be
      paid in connection with such termination, on the last day of the then current
      Interest Period relating to such Advance.  Such assumption shall be
      effective on the date specified in (x) or (y) above, as the case may be,
provided, however, that each Assuming Lender shall have delivered
      to the other Lenders, on or prior to such date, an agreement in form and
      substance satisfactory to the Company and the Agent (an “Assumption
      Agreement”) in substantially the form of Exhibit E hereto.  (The
      term “Lender” as used in this Agreement immediately following such assumption
      shall include an Assuming Lender.)  Notwithstanding the provisions of
      this Section 2.04(c), termination or substitution shall not be effective unless
      the Assuming Lender meets, at the time of substitution, the criteria set forth
      in this Agreement for an “Eligible Assignee.”

     

    Upon
      the
      termination of a Lender’s Commitment(s) under this subsection 2.04(c), the
      Company will pay or cause to be paid all principal of, and interest accrued
      to
      the date of such payment on, Advances owing to such Lender and pay any fees
      accrued to such Lender pursuant to the provisions of Section 2.03 with respect
      to the Commitment which is terminated, any amounts payable pursuant to the
      provisions of Section 10.04 and any other amounts payable to such Lender
      hereunder with respect to the Commitment which is terminated or Advances which
      are paid; and upon such payments, the obligations of such Lender hereunder
      shall, by the provisions hereof, be released and discharged, and it shall be
      deemed to have relinquished its rights under this Agreement (other than any
      rights under Section 10.06).

     

    (d)           Increase
      in Aggregate of the Commitments.  (i)  The Company may
      at any time but in any event not more than twice in any calendar year prior
      to
      the Termination Date, by notice to the Agent, request that the aggregate amount
      of the US Commitments and/or Canadian Commitments be increased by an amount
      of
      US$10,000,000 (or in the case of an increase of the Canadian Commitments,
      US$5,000,000) or an integral multiple thereof (each, a “Commitment
      Increase”) to be effective as of a date that is at least 90 days prior to
      the scheduled Termination Date then in effect (the “Increase Date”) as
      specified in the related notice to the Agent; provided, however,
      that (A) in no event shall the aggregate amount of the Commitments at any time
      exceed US$300,000,000, (B) in no event shall the aggregate amount of the
      Canadian Commitments at any time exceed US$50,000,000 and (C) no Event of
      Default, or any event which, with the giving of notice or lapse of time, or
      both, would constitute an Event of Default, shall have occurred and be
      continuing on such Increase Date.  The Agent shall notify the
      applicable Lenders and such other Eligible Assignees as the Company may identify
      thereof promptly of a request by the Company for a Commitment Increase, which
      notice shall include (x) the proposed amount of such requested Commitment
      Increase, (y) the proposed Increase Date and (iii) the date by which Lenders
      wishing to participate in the Commitment Increase must commit to any increase
      in
      the amount of their respective Commitments, which date shall not be less than
      ten Business Days from the date of delivery of such notice to the Lenders (the
      “Commitment Date”).  Each such Lender that is willing to
      increase its existing US Commitment or existing Canadian Commitment hereunder
      (an “Increasing Lender”) and each such Eligible Assignee that agrees to
      participate in such Commitment Increase as an Assuming Lender, in its sole
      discretion, shall give written notice to the Agent on or prior to the Commitment
      Date of the amount by which it is willing to increase its Commitment or to
      participate in such Commitment Increase; providedfurther that the
      minimum Commitment of each such Assuming Lender that becomes a party to this
      Agreement pursuant to this Section 2.05(d), shall be at least equal to
      US$5,000,000.  If agreement is reached on or prior to the Commitment
      Date with any Increasing Lenders and Assuming Lenders as to a Commitment
      Increase (which may be less than but not greater than specified in the
      applicable notice from the Company), such agreement to be evidenced by a notice
      in reasonable detail from the Company to the Agent on or prior to the Commitment
      Date, such Assuming Lenders, if any, shall become Lenders hereunder as of the
      Increase Date and the Commitments of such Increasing Lenders and such Assuming
      Lenders shall become or be, as the case may be, as of the Increase Date, the
      amounts specified in such notice; provided that:

     

    
      
        
        

      

      
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    (1)           the
      Agent shall have received (with copies for each Lender, including each such
      Assuming Lender) by no later than 10:00 A.M. (New York City time) on the
      Increase Date a copy, certified on the Increase Date by the Secretary, an
      Assistant Secretary or a comparable official of the Company, of the resolutions
      adopted by the Board of Directors of the Company authorizing such Commitment
      Increase;

     

    (2)           each
      such Assuming Lender shall have delivered to the Agent, by no later than 10:00
      A.M. (New York City time) on the Increase Date, an appropriate Assumption
      Agreement, duly executed by such Assuming Lender and the Company;
      and

    


    (3)           each
      such Increasing Lender shall have delivered to the Agent by, no later than
      10:00
      A.M. (New York City time) on the Increase Date, (A) its existing Revolving
      Note
      and (B) confirmation in writing satisfactory to the Agent as to its increased
      Commitment.

    


    (ii)           In
      the event that the Agent shall have received notice from the Company as to
      its
      agreement to a Commitment Increase on or prior to the Commitment Date and each
      of the actions provided for in clauses (1) through (3) above shall have occurred
      prior to 10:00 A.M. (New York City time) on the Increase Date to the
      satisfaction of the Agent, the Agent shall notify the Lenders (including any
      Assuming Lenders) and the Company of the occurrence of such Commitment Increase
      by telecopier promptly and in any event no later than 1:00 P.M. (New York City
      time) on the Increase Date and shall record in the Register the relevant
      information with respect to each Increasing Lender and Assuming
      Lender.  If (x) Advances are outstanding under the applicable
      increased Commitments and (y) the applicable Commitment Increase is not ratable
      among the Canadian Lenders or the US Lenders, as applicable, each Increasing
      Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time)
      on
      the Increase Date, make available for the account of its Applicable Lending
      Office to the Agent at the Agent’s Account, in same day funds, in the case of
      such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion
      of the applicable Revolving Borrowings then outstanding (calculated based on
      its
      applicable Commitment as a percentage of the aggregate applicable Commitments
      after giving effect to the relevant Commitment Increase) and, in the case of
      such Increasing Lender, an amount equal to the excess of (i) such Increasing
      Lender’s ratable portion of the Revolving Borrowings then outstanding
      (calculated based on its applicable Commitment as a percentage of the aggregate
      applicable Commitments outstanding after giving effect to the relevant
      Commitment Increase) over (ii) such Increasing Lender’s ratable portion of
      the Revolving Borrowings then outstanding (calculated based on its applicable
      Commitment (without giving effect to the relevant Commitment Increase) as a
      percentage of the aggregate applicable Commitments (without giving effect to
      the
      relevant Commitment Increase).  After the Agent’s receipt of such
      funds from each such Increasing Lender and each such Assuming Lender, the Agent
      will promptly thereafter cause to be distributed like funds to the other Lenders
      for the account of their respective Applicable Lending Offices in an amount
      to
      each other Lender such that the aggregate amount of the outstanding Revolving
      Advances owing to each Lender after giving effect to such distribution equals
      such Lender’s ratable portion of the Revolving Borrowings then outstanding
      (calculated based on its applicable Commitment as a percentage of the aggregate
      applicable Commitments outstanding after giving effect to the relevant
      Commitment Increase).

     

    
      
        
        

      

      
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    (iii)           In
      the event that (A) the Agent shall not have received notice from the Company
      as
      to such agreement on or prior to the Commitment Date, (B) the Company shall,
      by
      notice to the Agent prior to the Increase Date, withdraw its proposal for a
      Commitment Increase or (C) any of the actions provided for above in clauses
      (i)(1) through (i)(3) shall not have occurred by 10:00 A.M. (New York City
      time) on the Increase Date, such proposal by the Company shall be deemed not
      to
      have been made.  In such event, any actions theretofore taken under
      clauses (i)(1) through (i)(3) above shall be deemed to be of no effect and
      all
      the rights and obligations of the parties shall continue as if no such proposal
      had been made.

     

    SECTION
      2.05.  Repayment.  (a)  Each
      Borrower shall repay to the Agent (or the Sub-Agent, as applicable) for the
      ratable account of the applicable Lenders the principal amount of each Revolving
      Advance owing by such Borrower on the Termination Date.

     

    (b)  The
      obligations of the Company under this Agreement, any Letter of Credit Agreement
      and any other agreement or instrument relating to any Letter of Credit shall
      be
      unconditional and irrevocable, and shall be paid strictly in accordance with
      the
      terms of this Agreement, such Letter of Credit Agreement and such other
      agreement or instrument under all circumstances, including, without limitation,
      the following circumstances (it being understood that any such payment by the
      Company is without prejudice to, and does not constitute a waiver of, any rights
      the Company might have or might acquire as a result of the payment by any Lender
      of any draft or the reimbursement by the Company thereof):

     

    
      
        
        

      

      
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    (i)           any
      lack of validity or enforceability of this Agreement, any Note, any Letter
      of
      Credit Agreement, any Letter of Credit or any other agreement or instrument
      relating thereto (all of the foregoing being, collectively, the “L/C Related
      Documents”);

     

    (ii)           any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the obligations of the Company in respect of any L/C Related Document
      or any other amendment or waiver of or any consent to departure from all or
      any
      of the L/C Related Documents;

     

    (iii)           the
      existence of any claim, set-off, defense or other right that the Company may
      have at any time against any beneficiary or any transferee of a Letter of Credit
      (or any Persons for which any such beneficiary or any such transferee may be
      acting), any Issuing Bank, the Agent, any Lender or any other Person, whether
      in
      connection with the transactions contemplated by the L/C Related Documents
      or
      any unrelated transaction;

     

    (iv)           any
      statement or any other document presented under a 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;

     

    (v)           payment
      by an Issuing Bank under a Letter of Credit against presentation of a draft
      or
      certificate that does not strictly comply with the terms of such Letter of
      Credit;

     

    (vi)           any
      exchange, release or non-perfection of any collateral, or any release or
      amendment or waiver of or consent to departure from any guarantee, for all
      or
      any of the obligations of the Company in respect of the L/C Related Documents;
      or

     

    (vii)           any
      other circumstance or happening whatsoever, whether or not similar to any of
      the
      foregoing, including, without limitation, any other circumstance that might
      otherwise constitute a defense available to, or a discharge of, the Company
      or a
      guarantor.

     

    SECTION
      2.06.  Interest.  Each
      Borrower shall pay interest on the unpaid principal amount of each Revolving
      Advance owing by it to each Lender from the date of such Revolving Advance
      until
      such principal amount shall be paid in full, at the following rates per
      annum:

     

    (a)  Base
      Rate Advances.  If such Revolving Advance is a Base Rate Advance,
      a rate per annum equal at all times to the sum of the Base Rate in effect from
      time to time, plus the Applicable Margin, plus the Utilization Fee
      Rate, if applicable, payable in arrears on (i) the last day of each quarter
      and
      (ii) the date such Base Rate Advance shall be paid in full; provided that
      any amount of principal which is not paid when due (whether at stated maturity,
      by acceleration or otherwise) shall bear interest, from the date on which such
      amount is due until such amount is paid in full, payable on demand, at a rate
      per annum equal at all times to 1-1/2% per annum above the Base
      Rate.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    (b)  Canadian
      Prime Rate Advances.  If such Revolving Advance is a Canadian
      Prime Rate Advance, a rate per annum equal at all times to the sum of the
      Canadian Prime Rate in effect from time to time, plus the Applicable
      Margin, plus the Utilization Fee Rate, if applicable, payable in arrears
      on (i) the last day of each quarter and (ii) the date such Canadian Prime Rate
      Advance shall be paid in full; provided that any amount of principal
      which is not paid when due (whether at stated maturity, by acceleration or
      otherwise) shall bear interest, from the date on which such amount is due until
      such amount is paid in full, payable on demand, at a rate per annum equal at
      all
      times to 1-1/2% per annum above the Canadian Prime Rate.

     

    (c)  Eurodollar
      Rate Advances.  If such Revolving Advance is a Eurodollar Rate
      Advance, a rate per annum equal at all times during the Interest Period for
      such
      Revolving Advance to the sum of the Eurodollar Rate for such Interest Period,
      plus the Applicable Margin plus the Utilization Fee Rate, if
      applicable, payable in arrears on (A) if the Interest Period in respect of
      such
      Advance is less than or equal to three months, the last day of such Interest
      Period, or (B) if the Interest Period in respect of such Advance is greater
      than
      three months, the last day of each three-month period (beginning the first
      day
      of such Interest Period) occurring during that Interest Period, and also on
      the
      last day of such Interest Period; provided that any amount of principal
      which is not paid when due (whether at stated maturity, by acceleration or
      otherwise) shall bear interest, from the date on which such amount is due until
      such amount is paid in full, payable on demand, at a rate per annum equal at
      all
      times to 1 1/2% per annum above the Base Rate in effect from time to
      time.

     

    SECTION
      2.07.  Additional
      Interest on Eurodollar Rate Advances.  Each
      Borrower shall pay to the Agent (or to the Sub-Agent, in the case of Eurodollar
      Rate Advances made by Canadian Lenders) for the account of each Lender
      additional interest on the unpaid principal amount of each Eurodollar Rate
      Advance of such Lender made to such Borrower, from the date of such Revolving
      Advance until such principal amount is paid in full, at an interest rate per
      annum equal at all times to the remainder obtained by subtracting (i) the
      Eurodollar Rate for the Interest Period for such Revolving Advance from (ii)
      the
      rate obtained by dividing such Eurodollar Rate by a percentage equal to 100%
      minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest
      Period, payable on each date on which interest is payable on such Revolving
      Advance.  Such additional interest shall be determined by such Lender
      and notified to the applicable Borrower and the Agent or the Sub-Agent, as
      applicable.  Each Lender notifying the applicable Borrower and the
      Agent or the Sub-Agent, as applicable, of such additional interest shall provide
      the applicable Borrower (with a copy to the Agent or the Sub-Agent, as
      applicable), at the time of such notification, with reasonable details,
      including the basis for the calculation thereof, of such additional interest,
      provided that, in the absence of manifest error, the amount of such
      additional interest so notified shall be conclusive and binding upon such
      Borrower.

     

    SECTION
      2.08.  Interest
      Rate Determination.  (a)  If
      the Eurodollar Rate cannot be determined by reference to the Reuters Screen
      LIBOR01 Page or any successor page (as provided in the definition of “Eurodollar
      Rate”), each Reference Bank agrees to furnish to the Agent timely information
      for the purpose of determining each Eurodollar Rate.  Subject to
      Section 2.02(a)(ii)(B), if any of the Reference Banks shall not furnish such
      timely information to the Agent for the purpose of determining any such interest
      rate, the Agent shall determine such interest rate on the basis of timely
      information furnished by the remaining Reference Bank.

     

    
      
        
        

      

      
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    (b)  The
      Agent
      shall give prompt notice to the applicable Borrower and the applicable Lenders
      of the applicable interest rate determined by the Agent (or the Sub-Agent,
      as
      the case may be) for purposes of Section 2.06(a), (b) or (c), and the applicable
      rate, if any, furnished by each Reference Bank for the purpose of determining
      the applicable interest rate or, in the case of Section 2.02(c), applicable
      Eurodollar Rate under Sections 2.02(c) or 2.06(c).

     

    SECTION
      2.09.  Prepayments.  (a)  The
      Borrowers shall have no right to prepay any principal amount of any Revolving
      Advances other than as provided in subsection (b) or (c) below.

     

    (b)  Each
      Borrower may, (i) upon same-day notice in the case of Base Rate Advances or
      Canadian Prime Rate Advances or (ii) upon at least two Business Days’ notice in
      the case of Eurodollar Rate Advances, to the Agent (or the Sub-Agent, as the
      case may be) stating the proposed date and aggregate principal amount of the
      prepayment, and if such notice is given such Borrower shall, prepay the
      outstanding principal amounts of the Revolving Advances comprising part of
      the
      same Revolving Borrowing in whole or ratably in part, together with accrued
      interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (i) each partial prepayment shall be in an
      aggregate principal amount not less than the Borrowing Minimum or the Borrowing
      Multiple in excess thereof and (ii) in the event of any such prepayment of
      a
      Eurodollar Rate Advance, the applicable Borrower shall be obligated to reimburse
      the Banks in respect thereof pursuant to Section 10.04(b).

     

    (c)           (i)  On
      the date of any termination or reduction of US Commitments or Canadian
      Commitments pursuant to this Agreement, the applicable Borrower shall pay or
      prepay so much of the Advances as shall be necessary in order that the aggregate
      US Usage will not exceed the aggregate US Commitments and that the aggregate
      principal amount of Canadian Advances will not exceed the aggregate Canadian
      Commitments, in each case after giving effect to such termination or
      reduction.

     

    (ii)           If,
      on any date, the Sub-Agent notifies the Borrowers that, on any interest payment
      date, the sum of (A) the aggregate principal amount of all Canadian Advances
      denominated in US Dollars plus (B) the Equivalent in US Dollars (determined
      on
      the third Business Day prior to such interest payment date) of the aggregate
      principal amount of all Advances denominated in Canadian Dollars plus the sum
      of
      the Face Amount of all Bankers’ Acceptances and BA Equivalent Notes denominated
      in Canadian Dollars then outstanding exceeds 105% of the aggregate Canadian
      Commitments of the Canadian Lenders on such date, each Borrower shall, as soon
      as practicable and in any event within two Business Days after receipt of such
      notice, (x) prepay the outstanding principal amount of any Advances (other
      than
      BA Advances) owing by such Borrower in an aggregate amount sufficient to reduce
      such sum to an amount not to exceed 100% of the aggregate Canadian Commitments
      of the Canadian Lenders on such date, and (y) to the extent necessary after
      the
      Borrowers have made all prepayments required pursuant to clause (x), the
      Canadian Borrower shall cash collateralize the outstanding Bankers’ Acceptances
      and BA Equivalent Notes in accordance with Section 2.16(n) in any aggregate
      amount sufficient to reduce such sum to an amount not to exceed 100% of the
      aggregate Canadian Commitments of the Canadian Lenders on such
      date.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    (iii)           Each
      prepayment made pursuant to this Section 2.09(b) shall be made together with
      any
      interest accrued to the date of such prepayment on the principal amounts
      prepaid.  The Agent shall give prompt notice of any prepayment
      required under this Section 2.09(b) to the Company and the Lenders.

     

    SECTION
      2.10.  Increased
      Costs.  (a)  If,
      due to either (i) the introduction of or any change made after the date of
      this
      Agreement (other than any change by way of imposition or increase of reserve
      requirements, in the case of Eurodollar Rate Advances, included in the
      Eurodollar Rate Reserve Percentage) in or in the interpretation of any law
      or
      regulation by any court, authority or agency, or any other governmental,
      judicial or regulatory body, or (ii) the compliance with any guideline or
      request from any central bank or other governmental authority (whether or not
      having the force of law) made after the date of this Agreement, there shall
      be
      any increase in the cost to any Lender of agreeing to make or making, funding
      or
      maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing
      or
      maintaining or participating in Letters of Credit or of purchasing, accepting
      or
      maintaining Bankers’ Acceptances or BA Equivalent Notes, then the applicable
      Borrower shall from time to time, upon demand by such Lender (with a copy of
      such demand to the Agent), pay to the Agent (or the Sub-Agent, as the case
      may
      be) for the account of such Lender additional amounts sufficient to compensate
      such Lender for such increased cost.  Each Lender demanding payment of
      such amount shall provide, at the time of making such demand, the applicable
      Borrower and the Agent with reasonable details, including the basis for the
      calculation thereof, of such increase, provided that, in the absence of
      manifest error, the amount so notified shall be conclusive and binding upon
      such
      Borrower.

     

    (b)  If
      any
      Lender determines (in good faith) that compliance with change in any law or
      regulation or any guideline or request from any central bank or other
      governmental authority (whether or not having the force of law) made after
      the
      date of this Agreement affects or would affect the amount of capital required
      or
      expected to be maintained by such Lender or any corporation controlling such
      Lender and that the amount of such capital is increased by or based upon the
      existence of such Lender’s commitment to lend hereunder and other commitments of
      this type, then, upon demand by such Lender (with a copy of such demand to
      the
      Agent), the applicable Borrower shall immediately pay to the Agent (or the
      Sub-Agent, as the case may be) for the account of such Lender, from time to
      time
      as specified by such Lender, additional amounts sufficient to compensate such
      Lender in the light of such circumstances, to the extent that such Lender
      reasonably determines such increase in capital to be allocable to the existence
      of such Lender’s commitment to lend, to accept, purchase, maintain loans, and/or
      discount Bankers’ Acceptances or BA Equivalent Notes or to issue or participate
      in Letters of Credit hereunder or to the issuance or maintenance of or
      participation in any Letters of Credit.  Each Lender demanding payment
      of such amount shall provide, at the time of making such demand, the applicable
      Borrower and the Agent with reasonable details, including the basis for the
      calculation thereof, of such increase, provided that, in the absence of
      manifest error, the amount so notified shall be conclusive and binding upon
      such
      Borrower.

     

    
      
        
        

      

      
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    (c)  Failure
      or delay on the part of any Lender to demand compensation pursuant to this
      Section shall not constitute a waiver of such Lender’s right to demand such
      compensation; provided that the Borrowers shall not be required to
      compensate a Lender pursuant to this Section for any increased costs incurred
      more than 270 days prior to the date that such Lender notifies the applicable
      Borrower and the Agent of any event described in paragraph (a) or (b) of this
      Section (a “Change in Law”) which gives rise to such increased costs and
      of such Lender’s intention to claim compensation therefor;
providedfurther that, if the Change in Law giving rise to such
      increased costs is retroactive, then the 270-day period referred to above shall
      be extended to include the period of retroactive effect thereof.

     

    (d)  Notwithstanding
      the foregoing provisions of this Section, a Lender shall not be entitled to
      compensation pursuant to this Section in respect of any Bid Advances if the
      Change in Law which would otherwise entitle it to such compensation shall have
      been publicly announced prior to submission of the Notice of Bid Borrowing
      pursuant to which such Advance was made.

     

    (e)  If
      any
      Lender requests compensation under this Section, then such Lender shall use
      reasonable efforts to designate a different lending office for funding or
      booking its Advances hereunder or to assign its rights and obligations hereunder
      to another of its offices, branches or affiliates, if, in the judgment of such
      Lender, such designation or assignment (i) would eliminate or reduce amounts
      payable pursuant to this Section and (ii) would not subject such Lender to
      any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender.  The Company hereby agrees to pay all reasonable costs and
      expenses incurred by any Lender in connection with any such designation or
      assignment.

     

    (f)  If
      any
      Lender requests compensation under this Section, then the Company may, at its
      sole expense and effort, upon notice to such Lender require such Lender to
      assign and delegate, without recourse (in accordance with and subject to the
      restrictions contained in Section 9.02), all its interests, rights and
      obligations under this Agreement (other than any outstanding Bid Advances held
      by it) to an assignee that shall assume such obligations (which assignee may
      be
      another Lender, if a Lender accepts such assignment); provided that (i)
      at the time the Company requires such an assignment, no event has occurred
      and
      is continuing which constitutes an Event of Default, (ii) such Lender shall
      have
      received payment of an amount equal to the outstanding principal of its Advances
      (other than Bid Advances), accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Company (in the
      case
      of all other amounts) and (iii) in the case of any such assignment resulting
      from a claim for compensation under this Section, such assignment will result
      in
      a reduction in such compensation or payments.  A Lender shall not be
      required to make any such assignment and delegation if, prior thereto, as a
      result of a waiver by such Lender or otherwise, the circumstances entitling
      the
      Company to require such assignment and delegation cease to apply.

     

    SECTION
      2.11.  Payments
      and Computations.  (a)  Each
      Borrower shall make each payment required to be made by it hereunder and under
      the Notes, irrespective of any right of counterclaim or set-off, not later
      than
      1:00 P.M. (New York City time) on the day when due, in the case of US Advances
      to the Agent and, in the case of Canadian Advances, to the Sub-Agent, in each
      case for the account of the applicable Lender at the applicable Agent’s Account
      in same day funds.  The Agent (or the Sub-Agent, as the case may be)
      will promptly thereafter cause to be distributed like funds relating to the
      payment of principal or interest or facility fees ratably (other than amounts
      payable pursuant to Section 2.02(c), 2.07, 2.10, 2.14 or 10.04(b)) to the
      Lenders entitled thereto for the account of their respective Applicable Lending
      Offices, and like funds relating to the payment of any other amount payable
      to
      any Lender to such Lender for the account of its Applicable Lending Office,
      in
      each case to be applied in accordance with the terms of this
      Agreement.  Upon its acceptance of an Assignment and Acceptance and
      recording of the information contained therein in the Register pursuant to
      Section 9.02(d), from and after the effective date specified in each Assignment
      and Acceptance, the Agent (or the Sub-Agent, as the case may be) shall make
      all
      payments hereunder and under the Notes in respect of the interest assigned
      thereby to the Lender assignee thereunder, and the parties to such Assignment
      and Acceptance shall make all appropriate adjustments in such payments for
      periods prior to such effective date directly between themselves.

     

    
      
        
        

      

      
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    (b)           All
      computations of interest with respect to the Revolving Advances based on clause
      (a) of the definition of Base Rate or on the Canadian Prime Rate and of fees
      (other than the facility fee) shall be made by the Agent (or the Sub-Agent,
      as
      the case may be) on the basis of a year of 365 or 366 days, as the case may
      be,
      and all computations of interest (i) with respect to the Bid Advances, (ii)
      with
      respect to the Revolving Advances based on clause (b) of the definition of
      Base
      Rate, the Eurodollar Rate or the Federal Funds Rate, (iii) letter of credit
      commissions, (iv) the facility fee and (v) pursuant to Section 2.07 shall be
      made by the Agent on the basis of a year of 360 days, in each case for the
      actual number of days (including the first day but excluding the last day)
      occurring in the period for which such interest, fee or commission is
      payable.  Each determination by the Agent (or, in the case of Section
      2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding
      for all purposes, absent manifest error.

     

    (c)           Whenever
      any payment hereunder or under the Notes shall be stated to be due on a day
      other than a Business Day or, in the case of payments in respect of Canadian
      Advances, other than a Canadian Business Day, such payment shall be made on
      the
      next succeeding Business Day or Canadian Business Day, as the case may be,
      and
      such extension of time shall in such case be included in the computation of
      payment of interest and fees, as the case may be; provided,
however, if such extension would cause payment of interest on or
      principal of Eurodollar Rate Advances to be made in the next following calendar
      month, such payment, shall be made on the next preceding Business Day or
      Canadian Business Day, as the case may be.

     

    (d)           Unless
      the Agent (or the Sub-Agent, as the case may be) shall have received notice
      from
      the applicable Borrower prior to the date on which any payment is due to the
      Lenders hereunder that such Borrower will not make such payment in full, the
      Agent (or the Sub-Agent, as the case may be) may assume that such Borrower
      has
      made such payment in full to the Agent (or the Sub-Agent, as the case may be)
      on
      such date and the Agent (or the Sub-Agent, as the case may be) may, in reliance
      upon such assumption, cause to be distributed to each Lender on such due date
      an
      amount equal to the amount then due such Lender.  If and to the extent
      the applicable Borrower shall not have so made such payment in full to the
      Agent
      (or the Sub-Agent, as the case may be), each Lender shall repay to the Agent
      (or
      the Sub-Agent, as the case may be) forthwith on demand such amount distributed
      to such Lender together with interest thereon, for each day from the date such
      amount is distributed to such Lender until the date such Lender repays such
      amount to the Agent, in the case of payments made in US Dollars at the Federal
      Funds Rate and in the case of payments made in Canadian Dollars, at the Canadian
      Interbank Rate.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    (e)           For
      the purposes of the Interest Act (Canada) and disclosure under such
      act, whenever any interest or fees to be paid under this Agreement are to be
      calculated on the basis of a year of 365 days or 360 days or any other period
      of
      time that is less than a calendar year, the yearly rate of interest to which
      the
      rate determined pursuant to such calculation is equivalent is the rate so
      determined multiplied by the actual number of days in the calendar year in
      which
      the same is to be ascertained and divided by either 365, 360 or such other
      period of time, as the case may be.

     

    (f)           Notwithstanding
      any provision of this Agreement, in no event shall the aggregate “interest” (as
      defined in section 347 of the Criminal Code (Canada)) payable under
      this Agreement exceed the effective annual rate of interest on the “credit
      advanced” (as defined in that section) under this Agreement lawfully permitted
      by that section and, if any payment, collection or demand pursuant to this
      Agreement in respect of “interest” (as defined in that section) is determined to
      be contrary to the provisions of that section, such payment, collection or
      demand shall be deemed to have been made by mutual mistake of the Borrowers,
      the
      Agent, the Sub-Agent and the Lenders and the amount of such payment or
      collection shall be refunded to the applicable Borrower.  For the
      purposes of this Agreement, the effective annual rate of interest shall be
      determined in accordance with generally accepted actuarial practices and
      principles over the relevant term and, in the event of dispute, a certificate
      of
      a Fellow of the Canadian Institute of Actuaries appointed by the Agent will
      be
prima facie evidence of such rate.

     

    SECTION
      2.12.  Evidence
      of Indebtedness.  (a)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of each Borrower to such Lender resulting
      from each Revolving Advance owing to such Lender from time to time, including
      the amounts of principal and interest payable and paid to such Lender from
      time
      to time hereunder in respect of Revolving Advances.  Each Borrower
      agrees that upon notice by any Lender to such Borrower (with a copy of such
      notice to the Agent) to the effect that a Revolving Note is required or
      appropriate in order for such Lender to evidence (whether for purposes of
      pledge, enforcement or otherwise) the Revolving Advances owing to, or to be
      made
      by, such Lender, such Borrower shall promptly execute and deliver to such Lender
      a Revolving Note payable to the order of such Lender, in the case of the
      Company, in a principal amount up to the US Commitment of such Lender and in
      the
      case of the Canadian Borrower, in a principal amount up to the Canadian
      Commitment of such Lender.

     

    (b)           The
      Register maintained by the Agent pursuant to Section 9.02(d) shall include
      a
      control account, and a subsidiary account for each Lender, in which accounts
      (taken together) shall be recorded (i) the date and amount of each Borrowing
      made hereunder, the Type of Advances comprising such Borrowing and, if
      appropriate, the Interest Period applicable thereto, (ii) the terms of each
      Assignment and Acceptance delivered to and accepted by it, (iii) the amount
      of
      any principal or interest due and payable or to become due and payable from
      each
      Borrower to each Lender hereunder and (iv) the amount of any sum received by
      the
      Agent (or the Sub-Agent, as the case may be) from each Borrower hereunder and
      each Lender’s share thereof.

     

    
      
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    (c)           Entries
      made in good faith by the Agent in the Register pursuant to subsection (b)
      above, and by each Lender in its account or accounts pursuant to subsection
      (a)
      above, shall be primafacie evidence of the amount of principal and
      interest due and payable or to become due and payable from the Borrowers to,
      in
      the case of the Register, each Lender and, in the case of such account or
      accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to
      make an entry, or any finding that an entry is incorrect, in the Register or
      such account or accounts shall not limit or otherwise affect the obligations
      of
      the Borrowers under this Agreement.

     

    SECTION
      2.13.  Sharing
      of Payments, Etc.  (a)  If
      any US Lender shall obtain any payment (whether voluntary, involuntary, through
      the exercise of any right of set-off, or otherwise) on account of the US
      Advances owing by the Company to it (other than pursuant to Section 2.04(b),
      2.04(c), 2.07, 2.10 or 2.14) in excess of its ratable share of payments on
      account of the Revolving Advances made to the Company obtained by all the
      Lenders, such Lender shall forthwith purchase from the other Lenders such
      participations in the Revolving Advances made to the Company owing to them
      as
      shall be necessary to cause such purchasing Lender to share the excess payment
      ratably with each of them, provided, however, that if all or any
      portion of such excess payment is thereafter recovered from such purchasing
      Lender, such purchase from each Lender shall be rescinded and such Lender shall
      repay to the purchasing Lender the purchase price to the extent of such recovery
      together with an amount equal to such Lender’s ratable share (according to the
      proportion of (i) the amount of such Lender’s required repayment to (ii) the
      total amount so recovered from the purchasing Lender) of any interest or other
      amount paid or payable by the purchasing Lender in respect of the total amount
      so recovered.  The Company agrees that any Lender so purchasing a
      participation from another Lender pursuant to this Section 2.13 may, to the
      fullest extent permitted by law, exercise all its rights of payment with respect
      to such participation as fully as if such Lender were the direct creditor of
      the
      Company in the amount of such participation.

     

    (b)           If
      any Canadian Lender shall obtain any payment (whether voluntary, involuntary,
      through the exercise of any right of set-off, or otherwise) on account of the
      Revolving Advances owing by any Borrower to it (other than pursuant to Section
      2.04(b), 2.04(c), 2.07, 2.10 or 2.14) in excess of its ratable share of payments
      on account of the Revolving Advances made to the Borrowers obtained by all
      the
      Canadian Lenders, such Lender shall forthwith purchase from the other Canadian
      Lenders such participations in the Revolving Advances made to such Borrower
      owing to them as shall be necessary to cause such purchasing Lender to share
      the
      excess payment ratably with each of them, provided, however, that
      if all or any portion of such excess payment is thereafter recovered from such
      purchasing Lender, such purchase from each Lender shall be rescinded and such
      Lender shall repay to the purchasing Lender the purchase price to the extent
      of
      such recovery together with an amount equal to such Lender’s ratable share
      (according to the proportion of (i) the amount of such Lender’s required
      repayment to (ii) the total amount so recovered from the purchasing Lender)
      of
      any interest or other amount paid or payable by the purchasing Lender in respect
      of the total amount so recovered.  Each Borrower agrees that any
      Canadian Lender so purchasing a participation from another Canadian Lender
      pursuant to this Section 2.13 may, to the fullest extent permitted by law,
      exercise all its rights of payment with respect to such participation as fully
      as if such Lender were the direct creditor of such Borrower in the amount of
      such participation.

     

    
      
        
        

      

      
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    SECTION
      2.14.  Taxes.  (a)  Any
      and all payments by each Borrower to or for the account of any Lender or the
      Agent (or the Sub-Agent, as the case may be) hereunder or under the Notes shall
      be made, in accordance with Section 2.11, free and clear of and without
      deduction for any and all present or future taxes, levies, imposts, deductions,
      charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender and the Agent (or the Sub-Agent, as
      the case may be), (x) taxes imposed on its income, and franchise taxes imposed
      on it, and any liability arising therefrom or with respect thereto, by the
      United States or any State or other political subdivision thereof, by Canada
      or
      any Province or other political subdivision thereof or by the jurisdiction
      under
      the laws of which such Lender or the Agent or Sub-Agent (as the case may be)
      is
      organized or any political subdivision thereof and (y) taxes imposed on its
      income, and franchise taxes imposed on it, by the jurisdiction of such Lender’s
      Applicable Lending Office or any political subdivision thereof (all such
      non-excluded taxes, levies, imposts, deductions, charges, withholdings and
      liabilities being hereinafter referred to as “Taxes”).  If any
      Borrower shall be required by law to deduct any Taxes from or in respect of
      any
      sum payable hereunder or under any Note to any Lender or the Agent, (i) the
      sum
      payable shall be increased as may be necessary so that after making all required
      deductions (including deductions applicable to additional sums payable under
      this Section 2.14) such Lender or the Agent or the Sub-Agent (as the case may
      be) receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) such Borrower shall make such deductions and (iii)
      such Borrower shall pay the full amount deducted to the relevant taxation
      authority or other authority in accordance with applicable law.

     

    (b)  In
      addition, the Company agrees to pay any present or future stamp or documentary
      taxes or any other excise or property taxes, charges or similar levies which
      arise from any payment made hereunder or under the Notes or from the execution,
      delivery or registration of, or otherwise with respect to, this Agreement or
      the
      Notes (hereinafter referred to as “Other Taxes”).

     

    (c)  The
      Company will indemnify each Lender and the Agent and the Sub-Agent for the
      full
      amount of Taxes or Other Taxes (including, without limitation, any Taxes or
      Other Taxes imposed by any jurisdiction on amounts payable under this Section
      2.14) paid by such Lender or the Agent or the Sub-Agent (as the case may be)
      and
      any liability (including penalties, interest and expenses) arising therefrom
      or
      with respect thereto, whether or not such Taxes or Other Taxes were correctly
      or
      legally asserted.  This indemnification shall be made within 30 days
      from the date such Lender or the Agent or the Sub-Agent (as the case may be)
      makes written demand therefor.  If a Lender or the Agent receives an
      indemnification payment from the Company in accordance with this subsection
      (c)
      and such Lender subsequently receives from the applicable jurisdiction a payment
      (or a substantially equivalent benefit) of all or a portion of the amount of
      Taxes or Other Taxes or liability with respect to which such indemnity payment
      was made, such Lender shall promptly turn over (without interest) to the Company
      the amount of such repayment (or such equivalent benefit).

     

    (d)  Within
      30
      days after the date of any payment of Taxes, the applicable Borrower will
      furnish to the Agent, at its address referred to in Section 10.02, the original
      or a certified copy of a receipt evidencing payment thereof.  If no
      Taxes are payable in respect of any payment hereunder or under the Notes, the
      Borrowers will, if reasonably requested by a Lender or the Agent or the
      Sub-Agent furnish to the Agent, at such address, a certificate from each
      appropriate taxing authority, or an opinion of counsel acceptable to the Agent,
      in either case stating that such payment is exempt from or not subject to
      Taxes.

     

    
      
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    (e)  Each
      Lender shall initially designate one or more Applicable Lending Offices that
      will avoid the need for payment of additional amounts by the Borrowers pursuant
      to this Section 2.14 and, furthermore, any Lender claiming any additional
      amounts payable pursuant to this Section 2.14 shall use its best efforts
      (consistent with its internal policy and legal and regulatory restrictions)
      to
      change the jurisdiction of its Applicable Lending office if the making of such
      a
      change would avoid the need for, or reduce the amount of, any such additional
      amounts which may thereafter accrue and would not, in the reasonable judgment
      of
      such Lender, be otherwise disadvantageous to such Lender.

     

    (f)  Any
      Lender that is entitled to an exemption from or reduction of withholding tax
      under the law of the jurisdiction in which a Borrower is located, or any treaty
      to which such jurisdiction is a party, with respect to payments under this
      Agreement shall deliver to the applicable Borrower, at the time or times
      prescribed by applicable law, such properly completed and executed documentation
      prescribed by applicable law or reasonably requested by such Borrower as will
      permit such payments to be made without withholding or at a reduced
      rate.

     

    (g)  Without
      prejudice to the survival of any other agreement of the Borrowers hereunder,
      the
      agreements and obligations of the Borrowers contained in this Section 2.14
      shall
      survive the payment in full of principal and interest hereunder and under the
      Notes.

     

    SECTION
      2.15.  Interest
      Elections.  (a)  Each
      Revolving Borrowing initially shall be of the Type specified in the applicable
      Notice of Revolving Borrowing and, in the case of a Eurodollar Rate Revolving
      Borrowing, shall have an initial Interest Period as specified in such Notice
      of
      Revolving Borrowing, provided, that each Revolving Advance made as a
      result of a drawing under a Letter of Credit shall be a Base Rate Advance unless
      and until each US Lender shall have acquired participations equal to such
      Lender’s Pro Rata Share of the amount drawn under such Letter of Credit pursuant
      to Section 2.02(b)(ii) (after which time the Company shall be entitled, pursuant
      to the immediately succeeding sentence, to convert any such Base Rate Advance
      to
      a Eurodollar Rate Advance).  Thereafter, subject to the provisions of
      Section 2.16 with respect to Bankers’ Acceptances and BA Equivalent Notes, the
      applicable Borrower may elect to convert such Revolving Borrowing to a different
      Type of Revolving Advance denominated in the same currency or to continue such
      Revolving Borrowing and, in the case of a Eurodollar Rate Revolving Borrowing,
      may elect Interest Periods therefor, all as provided in this
      Section.  The applicable Borrower may elect different options with
      respect to different portions of the affected Revolving Borrowing, in which
      case
      each such Revolving Borrowing shall be allocated ratably among the Lenders
      having made the Revolving Advances comprising such Revolving Borrowing, and
      the
      Revolving Advances comprising each such portion shall be considered a separate
      Revolving Borrowing.  This Section shall not apply to Bid Borrowings,
      which may not be converted or continued.

     

    (b)  To
      make
      an election pursuant to this Section, the applicable Borrower shall notify
      the
      Agent (or the Sub-Agent, as the case may be) of such election by telephone
      by
      the time that a Notice of Revolving Borrowing would be required under Section
      2.02 if such Borrower were requesting a Revolving Borrowing of the Type
      resulting from such election to be made on the effective date of such
      election.  Each such telephonic Interest Election Request shall be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy to
      the
      Agent (or the Sub-Agent, as the case may be) of a written Interest Election
      Request signed by the applicable Borrower.

     

    
      
        
        

      

      
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    (c)  Each
      telephonic and written Interest Election Request shall specify the following
      information in compliance with Section 2.02:

     

    (i)  the
      Revolving Borrowing to which such Interest Election Request applies and, if
      different options are being elected with respect to different portions thereof,
      the portions thereof to be allocated to each resulting Revolving Borrowing
      (in
      which case the information to be specified pursuant to clauses (iii) and (iv)
      below shall be specified for each resulting Revolving Borrowing);

     

    (ii)  the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iii)  the
      Type
      of Revolving Advances comprising such Revolving Borrowing; and

     

    (iv)  in
      the
      case of a Eurodollar Rate Advance, the Interest Period for each such Revolving
      Advance.

     

    If
      any
      such Interest Election Request requests a Eurodollar Rate Revolving Borrowing
      but does not specify an Interest Period, the applicable Borrower shall be deemed
      to have selected an Interest Period of one month’s duration.

     

    (d)  If
      a
      Borrower fails to deliver a timely Interest Election Request with respect to
      a
      Revolving Borrowing prior to the end of the Interest Period applicable thereto,
      then, unless such Revolving Borrowing is repaid as provided herein, at the
      end
      of such Interest Period such Revolving Borrowing shall be continued as or
      converted to a Base Rate Revolving Borrowing.

     

    (e)           If,
      after the occurrence and during the continuance of any Event of Default, the
      Majority Lenders so direct, (i) each Eurodollar Rate Advance will
      automatically, on the last day of the then existing Interest Period therefor,
      be
      converted into Base Rate Advances and (ii) the obligation of the Lenders to
      make, or to convert Advances into, Eurodollar Rate Advances shall be
      suspended.

     

    SECTION
      2.16.  Drawings
      of Bankers’ Acceptances and BA Equivalent Notes.  (a)  Request
      for Drawing.  Each Drawing shall be made on notice, given not
      later than 11:00 A.M. (New York City time) on a Canadian Business Day at least
      two Canadian Business Days prior to the date of the proposed Drawing, by the
      Canadian Borrower to the Sub-Agent, which shall give each Canadian Lender prompt
      notice thereof by telecopier.  Each notice of a Drawing shall be in
      writing (including by telecopier), in substantially the form of Exhibit B
      hereto, specifying therein the requested (i) date of such Drawing (which shall
      be a Canadian Business Day), (ii) aggregate Face Amount of such Drawing and
      (iii) initial Maturity Date for each Bankers’ Acceptance and BA Equivalent Notes
      comprising part of such Drawing; provided, however, that, if the Sub-Agent
      determines in good faith (which determination shall be conclusive and binding
      upon the Canadian Borrower) that the Drafts to be accepted and purchased as
      part
      of any Drawing cannot, due solely to the requested aggregate Face Amount
      thereof, be accepted and/or purchased ratably by the Canadian Lenders in
      accordance with Section 2.01(c), then the aggregate Face Amount of such Drawing
      (or the Face Amount of Bankers’ Acceptances and BA Equivalent Notes to be
      created and purchased by any Canadian Lender) shall be reduced to such lesser
      amount as the Sub-Agent determines will permit such Drafts comprising part
      of
      such Drawing to be so accepted and purchased.  The Sub-Agent agrees
      that it will, as promptly as practicable, notify the Canadian Borrower of the
      unavailability of Bankers’ Acceptances.  Each Draft in connection with
      any requested Drawing (A) shall be in a minimum amount of CN$1,000,000 or an
      integral multiple of CN$100,000 in excess thereof, and (B) shall be dated the
      date of the proposed Drawing.  Each Canadian Lender that is a BA
      Canadian Lender shall, before 1:00 P.M. (Toronto time) on the date of each
      Drawing, complete one or more Drafts in accordance with the related Notice
      of
      Borrowing, accept such Drafts and purchase the Bankers’ Acceptances created
      thereby for the Drawing Purchase Price and shall, before 1:00 P.M. (Toronto
      time) on such date, make available for the account of its Applicable Lending
      Office to the Sub-Agent at its appropriate Sub-Agent’s Account, in same day
      funds, the Drawing Purchase Price payable by such Canadian Lender for such
      Drawing less the Stamping Fee payable to such Canadian Lender with respect
      thereto under Section 2.16(b).  Each Non-BA Canadian Lender shall, in
      lieu of accepting its proportionate amount of Bankers Acceptances forming part
      of a Drawing, make available the Canadian Borrower a loan (a “BA Equivalent
      Note”) in Canadian Dollars in an amount equal to the Drawing Purchase Price
      of the Bankers’ Acceptances that such Non-BA Canadian Lender would have been
      required to accept if it were a BA Canadian Lender.  Each Non-BA
      Canadian Lender shall, before 1:00 P.M. (Toronto time) on the date of each
      Drawing, make available for the account of its Applicable Lending Office to
      the
      Sub-Agent at its appropriate Agent’s Account, in same day funds, the amount of
      the BA Equivalent Note, less an amount equal to the Stamping Fee that would
      have
      been applicable to the BA Equivalent Note had it been a Bankers’
Acceptance.  Upon the fulfillment of the applicable conditions set
      forth in Section 3.03, the Sub-Agent will make the funds it has received from
      the Canadian Lenders available to the Canadian Borrower requesting such Drawing
      at the Sub-Agent’s address referred to in Section 10.02 or at the applicable
      Payment Office, as the case may be.

     

    
      
        
        

      

      
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    (b)  Stamping
      Fees.  The Canadian Borrower shall, on the date of each Drawing
      and on the date of each renewal of any outstanding Bankers’ Acceptances or BA
      Equivalent Notes, pay to the Sub-Agent, in Canadian Dollars, for the ratable
      account of the Canadian Lenders accepting Drafts and purchasing Bankers’
Acceptances or making BA Equivalent Notes, the Stamping Fee with respect to
      such
      Bankers’ Acceptances or corresponding BA Equivalent Notes.  The
      Canadian Borrower irrevocably authorizes each such Canadian Lender to deduct
      the
      Stamping Fee payable with respect to each Bankers’ Acceptance or BA Equivalent
      Notes of such Canadian Lender from the Drawing Purchase Price payable by such
      Canadian Lender in respect of such Bankers’ Acceptance or BA Equivalent Notes in
      accordance with this Section 2.16 and to apply such amount so withheld to
      the payment of such Stamping Fee for the account of the Canadian Borrower and,
      to the extent such Stamping Fee is so withheld and legally permitted to be
      so
      applied, the Canadian Borrower’s obligations under the preceding sentence in
      respect of such Stamping Fee shall be satisfied.

     

    
      
        
        

      

      
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    (c)  Limitations
      on Drawings.  Anything in Section 2.16(a) to the contrary
      notwithstanding, the Canadian Borrower may not select a Drawing if the
      obligation of the Canadian Lenders to purchase and accept Bankers’ Acceptances
      shall then be suspended pursuant to Section 2.16(e) or
      2.12(b).

     

    (d)  Binding
      Effect of Notices of Borrowing.  Each Notice of Borrowing for a
      Drawing shall be irrevocable and binding on the Canadian Borrower.  In
      the case of any proposed Drawing, the Canadian Borrower shall indemnify each
      Canadian Lender (absent any gross negligence by the Canadian Lender) against
      any
      loss, cost or expense incurred by such Canadian Lender as a result of any
      failure to fulfill on or before the date specified in the Notice of Borrowing
      for such Drawing the applicable conditions set forth in Section 3.03, including,
      without limitation, any loss, cost or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by such Canadian
      Lender to fund the Drawing Purchase Price (or in the case of Non-BA Canadian
      Lenders, the BA Equivalent Note) to be paid by such Canadian Lender as part
      of
      such Drawing when, as a result of such failure, such Drawing is not made on
      such
      date (but, in any event, excluding any loss of profit and the Stamping Fee
      applicable to such Drawing or Advance).

     

    (e)  Circumstances
      Making Bankers’ Acceptances Unavailable.  (i)  If, with
      respect to any proposed Drawing, the Sub-Agent determines in good faith that
      circumstances affecting the money markets at the time any related Notice of
      Borrowing is delivered or is outstanding will result in no market for the
      Bankers’ Acceptances to be created in connection with such Drawing or an
      insufficient demand for such Bankers’ Acceptances to allow the Canadian Lenders
      creating such Bankers’ Acceptances to sell or trade the Bankers’ Acceptances to
      be created and purchased or discounted by them hereunder in connection with
      such
      Drawing, then, upon notice to the Canadian Borrower and the Canadian Lenders
      thereof, (A) the Notice of Borrowing with respect to such proposed Drawing
      shall be cancelled and the Drawing requested therein shall not be made and
      (B) the right of the Canadian Borrower to request a Drawing shall be
      suspended until the Sub-Agent shall notify the Canadian Borrower that the
      circumstances causing such suspension no longer exist.  The Sub-Agent
      agrees that it will, as promptly as practicable, notify the Canadian Borrower
      of
      the unavailability of Bankers’ Acceptances.

     

    (ii)           Upon
      the occurrence and during the continuance of any Default, the obligation of
      the
      Canadian Lenders to create and purchase Bankers’ Acceptances shall be
      suspended.

     

    (iii)           If
      the Reuters Screen CDOR Page is not available for the timely determination
      of
      the BA Rate, and the BA Rate for any Bankers’ Acceptances or BA Equivalent Notes
      can not otherwise be determined in a timely manner in accordance with the
      definition of “BA Rate”, the Sub-Agent shall forthwith notify the Canadian
      Borrower and the Canadian Lenders that such interest rate cannot be determined
      for such Bankers’ Acceptances and BA Equivalent Notes, and the obligation of the
      Canadian Lenders to make, or to renew, Bankers’ Acceptances and BA Equivalent
      Notes shall be suspended until the Sub-Agent shall notify the Canadian Borrower
      and the Canadian Lenders that the circumstances causing such suspension no
      longer exist.

     

    (f)  Assumptions
      of the Sub-Agent.  Unless the Sub-Agent shall have received notice
      from a Canadian Lender prior to the date of any Drawing that such Canadian
      Lender will not make available to it such Canadian Lender’s ratable share of the
      proceeds of such Drawing, in accordance with Section 2.16(a), the Sub-Agent
      may assume that such Canadian Lender has made such ratable share available
      to it
      on the date of such Drawing in accordance with Section 2.16(a) and the
      Sub-Agent may, in reliance upon such assumption, make available to the Canadian
      Borrower on such date a corresponding amount.  If and to the extent
      that any such Canadian Lender shall not have so made such ratable share
      available to the Sub-Agent, such Canadian Lender and the Canadian Borrower
      severally agree to repay or pay to the Sub-Agent forthwith on demand such
      corresponding amount, together with interest thereon, for each day from the
      date
      such amount is made available to the Canadian Borrower until the date such
      amount is repaid or paid to the Sub-Agent, at (i) in the case of the
      Canadian Borrower, a rate per annum equal to the BA Rate used in calculating
      the
      Drawing Purchase Price with respect to such Drawing, and (ii) in the case
      of such Canadian Lender, the Canadian Interbank Rate.  If such
      Canadian Lender shall pay to the Sub-Agent such corresponding amount, such
      amount so paid shall constitute such Canadian Lender’s ratable share of the
      proceeds of such Drawing for all purposes under this Agreement.

     

    
      
        
        

      

      
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    (g)  Presigned
      Draft Forms.  To enable the Canadian Lenders which are BA Lenders
      to create Bankers’ Acceptances in accordance with Section 2.01(c) and this
      Section 2.16, the Canadian Borrower intending to make Drawings of Bankers’
Acceptances and Notional Bankers’ Acceptances hereby appoints each BA Lender as
      its attorney to sign and endorse on its behalf (for the purpose of acceptance
      and purchase of Bankers’ Acceptances pursuant to this Agreement), in handwriting
      or by facsimile or mechanical signature as and when deemed necessary by such
      BA
      Lender, blank forms of Bankers’ Acceptances.  In this respect, it is
      each BA Lender’s responsibility to maintain an adequate supply of blank forms of
      Bankers’ Acceptances for acceptance under this Agreement.  The
      Canadian Borrower recognizes and agrees that all Bankers’ Acceptances signed
      and/or endorsed on its behalf by a BA Lender shall bind the Canadian Borrower
      as
      fully and effectually as if signed in the handwriting of and duly issued by
      the
      proper signing officers of the Canadian Borrower.  Each BA Lender is
      hereby authorized (for the purpose of acceptance and purchase of Bankers’
Acceptances pursuant to this Agreement) to issue such Bankers’ Acceptances
      endorsed in blank in such face amounts as may be determined by such BA Lender;
      provided that the aggregate amount thereof is equal to the aggregate
      amount of Bankers’ Acceptances required to be accepted and purchased by such BA
      Lender.  On request by the Canadian Borrower, a BA Lender shall cancel
      all forms of Bankers’ Acceptances which have been pre-signed or pre-endorsed by
      or on behalf of the Canadian Borrower and which are held by such BA Lender
      and
      have not yet been issued in accordance herewith.  Each BA Lender
      further agrees to retain such records in the manner and/or the statutory periods
      provided in the various Canadian provincial or federal statutes and regulations
      which apply to such BA Lender.  Each BA Lender shall maintain a record
      with respect to Bankers’ Acceptances held by it in blank hereunder, voided by it
      for any reason, accepted and purchased by it hereunder, and cancelled at their
      respective maturities.  Each BA Lender agrees to provide such records
      to the Canadian Borrower at the Canadian Borrower’s expense upon
      request.  Bankers’ Acceptances shall be signed by a duly authorized
      officer or officers of the Canadian Borrower or by its attorneys, including
      its
      attorneys appointed pursuant to Section 2.16(g).  Notwithstanding that
      any person whose signature appears on any Bankers’ Acceptance as a signatory for
      the Canadian Borrower may no longer be an authorized signatory for the Canadian
      Borrower at the date of issuance of a Bankers’ Acceptance, such signature shall
      nevertheless be valid and sufficient for all purposes as if such authority
      had
      remained in force at the time of such issuance, and any such Bankers’ Acceptance
      so signed shall be binding on the Canadian Borrower.

     

    
      
        
        

      

      
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    (h)  Distribution
      of Bankers’ Acceptances.  Bankers’ Acceptances purchased by a
      Canadian Lender in accordance with the terms of Section 2.01(c) and this
      Section 2.16 may, in such Canadian Lender’s sole discretion, be held by
      such Canadian Lender for its own account until the applicable Maturity Date
      or
      sold, rediscounted or otherwise disposed of by it at any time prior thereto
      in
      any relevant market therefor.

     

    (i)  Failure
      to Fund in Respect of Drawings.  The failure of any Canadian
      Lender to fund the Drawing Purchase Price to be funded by it as part of any
      Drawing or to make a BA Equivalent Note shall not relieve any other Canadian
      Lender of its obligation hereunder to fund its Drawing Purchase Price on the
      date of such Drawing or to make a BA Equivalent Note, but no Canadian Lender
      shall be responsible for the failure of any other Canadian Lender to fund the
      Drawing Purchase Price or make the BA Equivalent Note to be funded or made,
      as
      the case may be by such other Canadian Lender on the date of any
      Drawing.

     

    (j)  Optional
      Renewal/Repayment of Bankers’ Acceptances.  The Canadian Borrower
      shall give notice to the Sub-Agent not later than 11:00 A.M. (Toronto time)
      on a
      Business Day at least two Canadian Business Days prior to the Maturity Date
      of
      the Bankers’ Acceptances and BA Equivalent Notes comprising part of the same
      Drawing, and subject to the provisions of Section 2.12, specifying either that
      the Canadian Borrower intend to renew all or any portion of such Bankers’
Acceptances and BA Equivalent Notes or that the Canadian Borrower intends to
      repay such maturing Bankers’ Acceptances and BA Equivalent
      Notes.  Failure by the Canadian Borrower to deliver such notice to the
      Sub-Agent in accordance with this Section 2.16(j) shall be deemed an election
      by
      the Canadian Borrower to repay such Bankers’ Acceptances and BA Equivalent Notes
      on the applicable Maturity Date.

     

    (k)  Renewal
      of Bankers’ Acceptances.  Subject to Section 2.16(j), the Canadian
      Borrower may elect to renew Bankers’ Acceptances and BA Equivalent Notes
      comprising part of the same Drawing, provided, however, that:

     

    (i)           any
      renewal of Bankers’ Acceptances or BA Equivalent Notes shall be made only on the
      then existing Maturity Date for such Bankers’ Acceptances or BA Equivalent
      Notes;

     

    (ii)           each
      renewal of Bankers’ Acceptances and BA Equivalent Notes comprising part of the
      same Drawing shall be made ratably among the Canadian Lenders holding such
      Bankers’ Acceptances and having made BA Equivalent Notes in accordance with the
      respective amount of such Bankers’ Acceptances so held and BA Equivalent Notes
      so made; and

    


    (iii)           upon
      the occurrence and during the continuance of any Event of Default no renewal
      of
      any Bankers’ Acceptance or BA Equivalent Notes may be made.

     

    Each
      such
      notice of renewal shall, within the restrictions set forth above, specify
      (A) the date of such renewal (which shall be the then existing Maturity
      Date of such Bankers’ Acceptances and BA Equivalent Notes and shall be a
      Canadian Business Day), (B) the Bankers’ Acceptances to be renewed,
      (C) if less than all of the Bankers’ Acceptances and BA Equivalent Notes
      comprising part of any Drawing are to be renewed, the aggregate Face Amount
      for
      such renewal and (D) the term to maturity of the renewed Bankers’
Acceptances and BA Equivalent Notes (which shall comply with the definition
      of
“Maturity Date” in Section 1.01); provided, however, that, if the Sub-Agent
      determines in good faith (which determination shall be conclusive and binding
      upon the Canadian Borrower) that the Bankers’ Acceptances and BA Equivalent
      Notes cannot, due solely to the requested aggregate Face Amount thereof, be
      renewed ratably by the Canadian Lenders, the aggregate Face Amount of such
      renewal (or the Face Amount of Bankers’ Acceptances or BA Equivalent Notes to be
      created by any Canadian Lender) shall be reduced to such lesser amount as the
      Sub-Agent determines will permit such renewal to be so made.  Each
      notice of renewal under this Section 2.16 shall be irrevocable and binding
      on the Canadian Borrower.  Upon any renewal of Bankers’ Acceptances
      and BA Equivalent Notes comprising part of any Drawing in accordance with this
      Section 2.16(k), the Canadian Lenders that hold the Bankers’ Acceptances
      and that made BA Equivalent Notes to be renewed shall exchange such maturing
      Bankers’ Acceptances for new Bankers’ Acceptances and shall make new BA
      Equivalent Notes, containing the terms set forth in the applicable notice of
      renewal, and the Drawing Purchase Price payable for each such renewed Bankers’
Acceptance and the proceeds of the new BA Equivalent Note shall be applied,
      together with other funds, if necessary, available to the Canadian Borrower,
      to
      reimburse the Bankers’ Acceptances and BA Equivalent Notes otherwise maturing on
      such date.  The Canadian Borrower hereby irrevocably authorizes and
      directs each Canadian Lender to apply the proceeds of each renewed Bankers’
Acceptance or BA Equivalent Note owing to it to the reimbursement, in accordance
      with this Section 2.16(k), of the Bankers’ Acceptances or BA Equivalent
      Notes owing to such Canadian Lender and maturing on such date.

     

    
      
        
        

      

      
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    (l)  Repayment
      of Bankers’ Acceptances.  Subject to Section 2.16(j), the Canadian
      Borrower shall repay on or before 12:00 noon (Toronto time) on the Maturity
      Date
      for those Bankers’ Acceptances and BA Equivalent Notes comprising part of the
      same Drawing, an amount in Canadian Dollars equal to the Face Amount of such
      Bankers’ Acceptances and BA Equivalent Notes  (notwithstanding that a
      Canadian Lender may be the holder of it at maturity).  Any such
      payment shall satisfy the Canadian Borrower’s obligations under the Bankers’
Acceptances and BA Equivalent Notes to which it relates and the relevant
      Canadian Lender shall (y) then be solely responsible for the payment of the
      applicable Bankers’ Acceptances and BA Equivalent Notes, and (z) thereafter
      indemnify the Canadian Borrower from any loss, cost or expense suffered by
      or
      imposed upon the Canadian Borrower in respect of any claim from a holder of
      such
      Bankers’ Acceptances and BA Equivalent Notes that the Canadian Borrower is
      liable for payment thereunder or any payment by the Canadian Borrower in
      connection with such claim.

     

    (m)  Mandatory
      Conversion.  Upon the occurrence and during the continuance of any
      Event of Default or if the Canadian Borrower shall fail (i) to deliver a
      properly completed notice of renewal under Section 2.16(j) or (ii) to
      reimburse the Canadian Lenders for any Bankers’ Acceptances and BA Equivalent
      Notes comprising part of the same Drawing pursuant to Section 2.16(l), the
      Sub-Agent will forthwith so notify the Canadian Borrower and the Canadian
      Lenders, whereupon each such Bankers’ Acceptance and BA Equivalent Notes will
      automatically, on the then existing Maturity Date of such Bankers’ Acceptance or
      BA Equivalent Notes, Convert into a Canadian Prime Rate Advance of the Face
      Amount of such Bankers’ Acceptances or BA Equivalent Notes.

     

    
      
        
        

      

      
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    (n)  Collateralization
      of Bankers’ Acceptances.  Bankers’ Acceptances and BA Equivalent
      Notes may not be prepaid.  The Canadian Borrower may, however, at its
      option, exercisable upon not less than one Business Day’s notice to the
      Sub-Agent, elect to deposit with the Sub-Agent Canadian Dollars in same-day
      funds to be held by the Sub-Agent, pursuant to collateral arrangements
      satisfactory to the Sub-Agent, for application to the payment of any Borrowing
      of Bankers’ Acceptances or BA Equivalent Notes designated by the Canadian
      Borrower in such notice.  If such a deposit is made, then such
      Bankers’ Acceptances and BA Equivalent Notes shall be deemed no longer
      outstanding for purposes of this Agreement; provided that the amount of
      such deposit shall be not less than the full Face Amount of such Bankers’
Acceptances or BA Equivalent Notes.  Furthermore, in the event the
      maturity of the Bankers’ Acceptances and BA Equivalent Notes is accelerated
      pursuant to Section 6.01, the Canadian Borrower shall cash collateralize all
      outstanding Banker’s Acceptances.

     

    (o)  Illegality.  Notwithstanding
      any other provision of this Agreement, if the introduction of or any change
      in
      the interpretation of any law or regulation after the date of this Agreement
      shall make it unlawful, or any central bank or other governmental authority
      shall assert after the date of this Agreement that it is unlawful, for any
      Canadian Lender or its Canadian Lending Office to perform its obligations
      hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or BA
      Equivalent Notes or to continue to fund or maintain Bankers’ Acceptances or BA
      Equivalent Notes hereunder, then, on notice thereof and demand therefor by
      such
      Canadian Lender to the Borrowers through the Sub-Agent (i) an amount equal
      to the aggregate Face Amount of all Bankers’ Acceptances and BA Equivalent Notes
      outstanding at such time shall, upon such demand (which shall only be made
      if
      deemed necessary by the applicable Canadian Lender to comply with applicable
      law), be deposited by the Canadian Borrower with the Sub-Agent in accordance
      with Section 2.16(n) until the Maturity Date of each such Bankers’ Acceptance
      and BA Equivalent Note, (ii) upon the Maturity Date of any Bankers’
Acceptance or BA Equivalent Note in respect of which any such deposit has been
      made, the Sub-Agent shall be, and hereby is, authorized (without notice to
      or
      any further action by the Borrowers) to apply, or to direct the Sub-Agent to
      apply, such amount (or the applicable portion thereof) to the reimbursement
      of
      such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders
      to complete and accept Drafts and purchase Bankers’ Acceptances and BA
      Equivalent Note shall be suspended until the Sub-Agent shall notify the
      Borrowers that such Canadian Lender has determined that the circumstances
      causing such suspension no longer exist.

     

    (p)  Inconsistencies.  In
      the event of any inconsistency between the provisions of this Section 2.16
      and
      any other provision of Article II with respect to Bankers’ Acceptances or BA
      Equivalent Notes, the provisions of this Section 2.16 shall
      prevail.

     

                        
      ARTICLE
      III                                

    CONDITIONS
      OF LENDING

     

    SECTION
      3.01.  Condition
      Precedent to Effectiveness of Sections 2.01 and 2.02.  The
      effectiveness of Sections 2.01 and 2.02 is subject to the execution and delivery
      of counterparts of this Agreement by the Borrowers, the Agent and the Lenders
      and the satisfaction of the following additional conditions
      precedent:

     

    
      
        
        

      

      
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    (i)  The
      Agent
      shall have received the following, each dated the date hereof, in form and
      substance satisfactory to the Agent and (except for the Revolving Notes) in
      sufficient copies for each Lender:

     

    (a)           A
      Revolving Note or Notes to the order of any Lender requesting such note pursuant
      to Section 2.12.

     

    (b)           An
      Officer’s Certificate attaching copies of the resolutions of the Board of
      Directors of each Borrower (or an authorized committee thereof) approving the
      Loan Documents, and of all documents evidencing other necessary corporate action
      and governmental approvals, if any, with respect to the Loan
      Documents.

     

    (c)           An
      Officer’s Certificate certifying the names and true signatures of the officers
      of each Borrower authorized to sign the Loan Documents and the other documents
      to be delivered hereunder.

     

    (d)           A
      favorable opinion of a Senior Counsel of the Company, substantially in the
      form
      of Exhibit D-1 hereto and as to such other matters as any Lender through the
      Agent may reasonably request.

     

    (d)           A
      favorable opinion of a Senior Counsel of the Canadian Borrower, substantially
      in
      the form of Exhibit D-2 hereto and as to such other matters as any Lender
      through the Agent may reasonably request.

     

    (e)           A
      favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form
      and substance satisfactory to the Agent.

     

    (ii)  The
      Company shall have paid all accrued and previously invoiced fees and expenses
      of
      the Agent and the Lenders (including the accrued and previously invoiced fees
      and expenses of counsel to the Agent).

     

    (iii)           The
      Company shall have terminated (or shall concurrently terminate) the commitments,
      and paid (or shall concurrently pay) in full all Indebtedness, interest, fees
      and other amounts outstanding under (A) the Credit Agreement dated as of July
      30, 2004 among the Company, the banks named therein and Citibank, as
      administrative agent, and (B) the $100,000,000 Credit Agreement dated as of
      June
      26, 2007 among the Company, the lenders parties thereto and Citibank, as
      administrative agent, and each of the Banks that is a party to either such
      Credit Agreement hereby waives any requirement of prior notice to the
      termination of the commitments or prepayment of any amounts
      thereunder.

     

    SECTION
      3.02.  Conditions
      Precedent to Each Borrowing Increasing the Aggregate Amount of Advances and
      each
      Letter of Credit Issuance.  The
      obligation of each Lender to make a Revolving Advance on the occasion of each
      Revolving Borrowing (including the initial Revolving Borrowing) which would
      increase the aggregate outstanding amount of Revolving Advances owing by a
      Borrower to such Lender over the aggregate outstanding amount of Revolving
      Advances owing by such Borrower to such Lender immediately prior to the making
      of such Revolving Advance, and the obligation of each Issuing Bank to issue
      a
      Letter of Credit shall be subject to the further conditions precedent that
      on
      the date of such Revolving Borrowing or issuance the following statements shall
      be true (and each of the giving of the applicable Notice of Revolving Borrowing,
      Notice of Issuance and the acceptance by the applicable Borrower of the proceeds
      of such Revolving Borrowing or of such Letter of Credit shall constitute a
      representation and warranty by such Borrower that on the date of such Revolving
      Borrowing or issuance such statements are true):

     

    
      
        
        

      

      
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    (a)           The
      representations and warranties contained in this Agreement (other than the
      last
      sentence of Section 4.01(e)) are correct in all material respects on and as
      of
      the date of such Revolving Borrowing or Letter of Credit issuance, before and
      after giving effect to such Borrowing or issuance and to the application of
      the
      proceeds therefrom, as though made on and as of such date, and

     

    


     

    (b)           No
      event has occurred and is continuing, or would result from such Revolving
      Borrowing, such issuance or from the application of the proceeds therefrom,
      which constitutes an Event of Default or which would constitute an Event of
      Default but for the requirement that notice be given or time elapse or
      both.

     

    SECTION
      3.03.  Conditions
      Precedent to Each Bid Borrowing.  The
      obligation of each Lender which is to make a Bid Advance on the occasion of
      a
      Bid Borrowing (including the initial Bid Borrowing) to make such Bid Advance
      as
      part of such Bid Borrowing is subject to the conditions precedent that (a)
      the
      Agent shall have received the written confirmatory Notice of Bid Borrowing
      with
      respect thereto, (b) on or before the date of such Bid Borrowing, but prior
      to
      such Bid Borrowing, the Agent shall have received a Bid Note payable to the
      order of such Lender for each of the one or more Bid Advances to be made by
      such
      Lender as part of such Bid Borrowing, in a principal amount equal to the
      principal amount of the Bid Advance to be evidenced thereby and otherwise on
      such terms as were agreed to for such Bid Advance in accordance with Section
      2.02(c), and (c) on the date of such Bid Borrowing the following statements
      shall be true (and each of the giving of the applicable Notice of Bid Borrowing
      and the acceptance by the Company of the proceeds of such Bid Borrowing shall
      constitute a representation and warranty by the Company that on the date of
      such
      Bid Borrowing such statements are true):

     

    (i)           The
      representations and warranties contained in this Agreement (other than the
      last
      sentence of Section 4.01(e)) are correct in all material respects on and as
      of
      the date of such Bid Borrowing, before and after giving effect to such Bid
      Borrowing and to the application of the proceeds therefrom, as though made
      on
      and as of such date.

     

    (ii)           No
      event has occurred and is continuing, or would result from such Bid Borrowing
      or
      from the application of the proceeds therefrom, which constitutes an Event
      of
      Default or which would constitute an Event of Default but for the requirement
      that notice be given or time elapse or both.

     

    
      
        
        

      

      
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    SECTION
      3.04.  Determinations
      Under Section 3.01.  For
      purposes of determining compliance with the conditions specified in Section
      3.01, each Lender 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 the Lenders unless
      an officer of the Agent responsible for the transactions contemplated by this
      Agreement shall have received notice from such Lender prior to the date that
      the
      Company, by notice to the Lenders, designates as the proposed effective date
      of
      Sections 2.01 and 2.02, specifying its objection thereto.  The Agent
      shall promptly notify the Lenders of the occurrence of the effective date of
      Sections 2.01 and 2.02.

     

               
      ARTICLE
      IV                                

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      4.01.  Representations
      and Warranties of the Company.  The
      Company represents and warrants as follows:

     

    (a)  Each
      Borrower is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation indicated at the
      beginning of this Agreement, has all requisite corporate power and authority
      to
      conduct its business, to own its properties and assets as it is now conducted
      and as proposed to be conducted and is qualified or licensed to do business
      as a
      foreign corporation in good standing in all jurisdictions in which the conduct
      of its business requires it to so qualify or be licensed except where the
      failure to do so, individually or in the aggregate, could not reasonably be
      expected to materially and adversely affect the ability of such Borrower to
      perform its obligations under any Loan Document.

     

    (b)  The
      execution, delivery and performance by each Borrower of the Loan Documents
      to
      which it is a party, including such Borrower’s use of the proceeds hereof, are
      within such Borrower’s corporate powers, have been duly authorized by all
      necessary corporate action, and do not (i) contravene such Borrower’s charter,
      articles or by-laws or (ii) contravene law (including, without limitation,
      Regulations T, U and X issued by the Board of Governors of the Federal Reserve
      Board) or any material contractual restriction binding on or affecting such
      Borrower or (iii) result in or require the creation or imposition of any Lien
      upon or with respect to any of the properties of the Company or any of its
      Subsidiaries.

     

    (c)  No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body is required for the due execution,
      delivery and performance by such Borrower of any Loan Documents.

     

    (d)  This
      Agreement is, and each of other Loan Documents to which it is a party, when
      delivered hereunder will be, the legal, valid and binding obligation of each
      Borrower party thereto, enforceable against such Borrower in accordance with
      their respective terms.

     

    (e)  The
      consolidated balance sheet of the Company and its Subsidiaries as at December
      31, 2006, and the related consolidated statements of income and cash flows
      of
      the Company and its Subsidiaries for the fiscal year then ended, accompanied
      by
      an opinion of KPMG LLP, independent public accountants, and the consolidated
      balance sheet of the Company and its Subsidiaries as at June 30, 2007, and
      the
      related consolidated statements of income and cash flows of the Company and
      its
      Subsidiaries for the six months then ended, duly certified by the chief
      financial officer of the Company, copies of which have been furnished to each
      Lender, fairly present, subject, in the case of said balance sheet as at June
      30, 2007 and said statements of income and cash flows for the six months then
      ended, to year-end audit adjustments, the consolidated financial condition
      of
      the Company and its Subsidiaries as at such dates and the consolidated results
      of the operations of the Company and its Subsidiaries for the periods ended
      on
      such dates, all in accordance with GAAP.  Except as publicly disclosed
      prior to the date hereof, on and as of the date of this Agreement, since
      December 31, 2006, there has been no material adverse change in the business,
      financial condition or results of operations of the Company and its
      Subsidiaries, taken as a whole.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    (f)  There
      are
      no actions, suits or proceedings pending or, to the knowledge of the Company,
      threatened, against the Company or any Subsidiary the reasonably anticipated
      outcome of which (i) would materially and adversely affect the ability of any
      Borrower to perform its obligations under the Loan Documents or (ii) purport
      to
      affect the legality, validity or enforceability of any Loan
      Document.

     

    (g)  No
      Borrower is engaged in the business of extending credit for the purpose of
      purchasing or carrying Margin Stock, and no proceeds of any Advance will be
      used
      to purchase or carry any Margin Stock or to extend credit to others for the
      purpose of purchasing or carrying any Margin Stock, except in compliance with
      Regulations T, U and X issued by the Board of Governors of the Federal Reserve
      Board.

     

    (h)  Neither
      the Company nor any Subsidiary is an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment
      Company Act of 1940.

     

    (i)  The
      Company and each Subsidiary have filed all material tax returns (federal, state,
      provincial and local) required to be filed and paid all taxes shown thereon
      to
      be due, including interest and penalties, or provided adequate reserves for
      payment thereof.

     

    (j)  In
      the
      ordinary course of its business, the Company conducts an ongoing review of
      the
      effect of Environmental Laws on the operations and properties of the Company,
      in
      the course of which it identifies and evaluates associated liabilities and
      costs
      (including, without limitation, any capital or operating expenditures required
      for clean-up or closure of properties presently or previously owned, any
      liabilities in connection with off-site disposal of Hazardous Substances and
      any
      capital or operating expenditures) required to achieve or maintain compliance
      with Environmental Laws.  On the basis of this review, the Company has
      reasonably concluded that, except with respect to any matter disclosed in Items
      1 or 3 in the Company’s 2006 Form 10-K or in the Commitments and Contingencies
      Note to the consolidated financial statements incorporated therein, such
      associated liabilities and costs, are unlikely to cause a material adverse
      change in the business, financial condition or results of operations of the
      Company and its Subsidiaries, taken as a whole, from that shown on the
      consolidated financial statements as at, and for the six-month period ended
      June
      30, 2007, provided that the inclusion of such exception does not indicate
      that any such matter will cause such a material adverse change.

     

    
      
        
        

      

      
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      ARTICLE
      V                                

    COVENANTS
      OF THE COMPANY

     

    SECTION
      5.01.  Affirmative
      Covenants.  So
      long as any Advance shall remain unpaid, any Bankers’ Acceptance, BA Equivalent
      Note or Letter of Credit shall be outstanding or any Lender shall have any
      Commitment hereunder, the Company will, unless the Majority Lenders shall
      otherwise consent in writing:

     

    (a)  Compliance
      with Laws, Etc.  Comply, and cause each Subsidiary to comply, with
      all applicable laws, rules, regulations and orders (such compliance to include,
      without limitation, paying before the same become delinquent all taxes,
      assessments and governmental charges imposed upon it or upon its property except
      to the extent contested in good faith) the failure to comply with which would
      have a material adverse effect on the business, financial condition or results
      of operations of the Company and its Subsidiaries taken as a whole.

     

    (b)  Consolidated
      Leverage Ratio.  Maintain a Consolidated Leverage Ratio as of the
      last day of each Reference Period of not more than 4.00 : 1.0.

     

    (c)  Consolidated
      Interest Coverage Ratio.  Maintain a Consolidated Interest
      Coverage Ratio for each Reference Period of not less than 4.00 :
      1.0.

     

                   
      (d)           Preservation
      of Corporate Existence, Etc.  Preserve and maintain, and cause
      each of its Subsidiaries to preserve and maintain, its corporate existence,
      and
      the rights (charter and statutory) and franchises material to the business
      of
      the Company and its Subsidiaries, taken as a whole; provided,
however, that (i) the Company and its Subsidiaries may consummate
      any
      merger or consolidation permitted under Section 5.02(c), (ii) neither the
      Company nor any of its Subsidiaries shall be required to preserve any such
      right
      or franchise if the Company or such Subsidiary shall determine that the
      preservation thereof is no longer desirable in the conduct of the business
      of
      the Company or such Subsidiary, as the case may be, and that the loss thereof is
      not disadvantageous in any material respect to the Company, such Subsidiary
      or
      the Lenders and (iii) no Subsidiary shall be required to preserve its corporate
      existence if the Company has determined to liquidate or dissolve such Subsidiary
      and such liquidation or dissolution will not violate any other provision of
      this
      Agreement.

     

                   
      (e)           Keeping
      of Books.  Keep, and cause each of its Subsidiaries to keep,
      proper books of record and account, in which full and correct entries shall
      be
      made of all financial transactions and the assets and business of the Company
      and each such Subsidiary in a manner which will permit the preparation of
      consolidated financial statements in accordance with GAAP.

     

    
      
        
        

      

      
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      (f)           Maintenance
      of Properties, Etc.  Maintain and preserve, and cause each of its
      Subsidiaries to maintain and preserve, all of its properties that are material
      to the conduct of the business of the Company and its Subsidiaries, taken as
      a
      whole, in good working order and condition, ordinary wear and tear
      excepted.

     

                   
      (g)           Insurance.  Maintain,
      and cause each Subsidiary to maintain, insurance with reputable insurance
      companies or associations in such amount and covering such risks as the Company,
      in its good faith business judgment, believes necessary.

     

                    
      (h)           ERISA.  Ensure
      that each ERISA Affiliate will meet its minimum funding requirements and all
      of
      its other obligations under ERISA with respect to all of its Plans and satisfy
      all of its obligations to Multiemployer Plans, including any Withdrawal
      Liability, if the failure to do so would have a material adverse effect on
      the
      business, financial condition or results of operations of the Company and its
      Subsidiaries, taken as a whole.

     

                     (i)           Reporting
      Requirements.  Furnish to each Lender:

     

    (i)  as
      soon
      as available and in any event within 60 days after the end of each of the first
      three quarters of each year, balance sheets of the Company and the Subsidiaries,
      on a consolidated basis, as of the end of such quarter and statements of income
      and retained earnings and cash flow of the Company and the Subsidiaries, on
      a
      consolidated basis, for the period commencing at the end of the previous year
      and ending with the end of such quarter, certified by the chief financial
      officer of the Company, subject to audit and year end adjustments;

     

    (ii)  as
      soon
      as available and in any event within 120 days after the end of each year, a
      copy
      of the balance sheets of the Company and the Subsidiaries, on a consolidated
      basis, as of the end of such year and the statements of income and retained
      earnings and cash flow of the Company and the Subsidiaries, on a consolidated
      basis, for such year, certified by KPMG LLP or another independent nationally
      recognized firm of public accountants;

     

    (iii)  as
      soon
      as possible and in any event within ten days after an officer of the Company
      becomes aware of the occurrence of each Event of Default (and each event which,
      with the giving of notice or lapse of time, or both, would constitute an Event
      of Default), an Officer’s Certificate setting forth details of such Event of
      Default or event and the action which the Company has taken and proposes to
      take
      with respect thereto;

     

    (iv)  contemporaneously
      with each delivery of the statements referred to in clauses (i) and (ii) above,
      (A) either an Officer’s Certificate stating that no Event of Default (other than
      by reason of non-compliance with the covenants referred to in Sections 5.01(b)
      and (c)) and no event which, with the giving of notice or lapse of time, or
      both, would constitute an Event of Default (other than by reason of
      non-compliance with the covenants referred to in Sections 5.01(b) and (c))
      occurred during such quarter or, if applicable, an Officer’s Certificate
      pursuant to clause (iii) above, (B) an Officer’s Certificate stating that, as of
      the last day of the preceding quarter, and to the best of his or her knowledge,
      at all times during the preceding quarter, the Company was in compliance with
      the covenants referred to in Sections 5.01(b) and (c) and providing reasonable
      details of the calculations evidencing the Company’s compliance with such
      covenants and (C) reasonable details of each material change in GAAP from those
      applied in preparing the statements referred to in Section 4.01(e) insofar
      as
      such changes are applicable to the statements referred to in clauses (i) and
      (ii) above;

     

    
      
        
        

      

      
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    (v)  promptly
      after the sending or filing thereof, copies of all reports which the Company
      sends to any of its shareholders, and copies of all reports and registration
      statements which the Company or any Subsidiary files with the Securities and
      Exchange Commission or any national securities exchange (other than those
      pertaining to employee benefit plans); and

     

    (vi)  such
      other information respecting the condition or operations, financial or
      otherwise, of the Company or any Subsidiary as any Lender through the Agent
      may
      from time to time reasonably request.

     

    Reports
      and financial statements required to be delivered by the Company pursuant to
      paragraphs (i), (ii) and (v) of this Section 5.01(i) shall be deemed
      to have been delivered on the date on which it posts such reports containing
      such financial statements are posted on the SEC’s website at www.sec.gov;
provided that it shall deliver paper copies of the reports and financial
      statements referred to in paragraphs (i), (ii) and (v) of this
      Section 5.01(i) to the Agent or any Lender who requests it to deliver such
      paper copies until written notice to cease delivering paper copies is given
      by
      the Agent or such Lender.

     

    SECTION
      5.02.  Negative
      Covenants.  So
      long as any Advance shall remain unpaid, any Bankers’ Acceptance, BA Equivalent
      Note or Letter of Credit shall be outstanding or any Lender shall have any
      Commitment hereunder, the Company will not, without the written consent of
      the
      Majority Lenders:

     

    (a)  Liens.  Create,
      assume or suffer to exist or permit any Subsidiary of the Company to create,
      assume or suffer to exist any Lien upon any of its property or assets, whether
      now owned or hereafter acquired, except

     

    (i)  Permitted
      Encumbrances,

     

    (ii)  other
      Liens incidental to the conduct of its business or the ownership of its property
      and assets which were not incurred to secure Indebtedness, and which do not
      in
      the aggregate materially detract from the value of its property or assets or
      materially impair the use thereof in the operation of its business,

     

    (iii)  Liens
      on
      property or assets of a Domestic Subsidiary to secure obligations of such
      Subsidiary to the Company or another Domestic Subsidiary, and Liens on property
      or assets of a Foreign Subsidiary to secure obligations of such Subsidiary
      to
      the Company or any other Subsidiary,

     

    
      
        
        

      

      
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      (iv)  any
      Lien
      on property of any Foreign Subsidiary to secure Indebtedness of such Subsidiary,
      provided that, immediately after giving effect thereto and to the concurrent
      repayment of any other Indebtedness, the aggregate principal amount of
      outstanding Indebtedness secured by Liens permitted by this clause (iv) or
      by
      clause (vi) or (ix) of this Section does not exceed 10% of Consolidated Net
      Tangible Assets,

    
       
(v)  Liens
      incurred in connection with any Tax-Exempt Financing which do not in the
      aggregate materially detract from the value of the property or assets affected
      thereby or materially impair the use of such property or assets in the operation
      of its business,

     

    (vi)  Liens
      on
      property or assets granted in connection with applications for or reimbursement
      obligations with respect to letters of credit issued at the request of the
      Company or a Subsidiary by a banking institution to secure the performance
      of
      obligations of the Company or a Subsidiary relating to such letters of credit,
      to the extent such banking institution requested the granting to it of such
      Lien
      as a condition for its issuance of the letter of credit; provided that,
      immediately after giving effect thereto and to the concurrent repayment of
      any
      other Indebtedness, the aggregate principal amount of outstanding Indebtedness
      secured by Liens permitted by this clause (vi) or by clause (iv) or (ix) of
      this
      Section does not exceed 10% of Consolidated Net Tangible Assets,

     

    (vii)  any
      Lien
      existing on any property or asset prior to the acquisition thereof by the
      Company or any Subsidiary or existing on any property or asset of any Person
      that becomes a Subsidiary after the date hereof prior to the time such Person
      becomes a Subsidiary; provided that (A) such Lien is not created in
      contemplation of or in connection with such acquisition or such Person becoming
      a Subsidiary, as the case may be, (B) such Lien shall not apply to any other
      property or assets of the Company or any Subsidiary and (C) such Lien shall
      secure only those obligations which it secures on the date of such acquisition
      or the date such Person becomes a Subsidiary, as the case may be, and
      extensions, renewals and replacements thereof that do not increase the
      outstanding principal amount thereof,

     

    (viii)  Liens
      on
      fixed or capital assets acquired, constructed or improved by the Company or
      any
      Subsidiary; provided that (A) with respect to Liens securing Indebtedness
      of any Domestic Subsidiary, such Liens secure Indebtedness permitted by clause
      (ii) of Section 5.02(b), (B) such Liens and the Indebtedness secured thereby
      are
      incurred prior to or within 90 days after acquisition or the completion of
      such
      construction or improvement, (C) the Indebtedness secured thereby does not
      exceed 100% of the cost of acquiring, constructing or improving such fixed
      or
      capital assets and (D) such Liens shall not apply to any other property or
      assets of the Company or any Subsidiary,

     

    (ix)  Liens
      on
      assets securing other obligations of the Company and its Subsidiaries not
      expressly permitted by clauses (i) through (viii) above; provided that,
      immediately after giving effect thereto and to the concurrent repayment of
      any
      other secured obligations, the aggregate principal amount of outstanding
      obligations secured by Liens permitted by this clause (ix) or by clause (iv)
      or
      (vi) of this Section does not exceed 10% of Consolidated Net Tangible Assets,
      and

     

    
      
        
        

      

      
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    (x)  Liens
      on
      Margin Stock, if and to the extent the value of all Margin Stock of the Company
      and its Subsidiaries exceeds 25% of the value of the total assets subject to
      this Section 5.02(a) (it being understood that Margin Stock not in excess of
      25%
      of the value of such assets will be subject to the restrictions of this Section
      5.02(a)).

     

    (b)  Domestic
      Subsidiary Indebtedness.  Permit any Domestic Subsidiary to
      create, incur, assume or permit to exist any Indebtedness, except:

     

    (i)  Indebtedness
      of any Domestic Subsidiary to the Company or any other Domestic
      Subsidiary;

     

    (ii)  Indebtedness
      of any Domestic Subsidiary outstanding on the date hereof;

     

    (iii)  Indebtedness
      incurred to finance the acquisition, construction or improvement of any fixed
      or
      capital assets, including Capital Lease Obligations and any Indebtedness assumed
      in connection with the acquisition of any such assets or secured by a Lien
      on
      any such assets prior to the acquisition thereof, and extensions, renewals
      and
      replacements of any such Indebtedness that do not increase the outstanding
      principal amount thereof; provided that such Indebtedness is incurred
      prior to or within 90 days after such acquisition or the completion of such
      construction or improvement;

     

    (iv)  Indebtedness
      of any Person that becomes a Domestic Subsidiary after the date hereof;
provided that such Indebtedness exists at the time such Person becomes a
      Domestic Subsidiary and is not created in contemplation of or in connection
      with
      such Person becoming a Domestic Subsidiary; and

     

    (v)  other
      Indebtedness in an aggregate principal amount not exceeding US$20,000,000 at
      any
      time outstanding.

     

    (c)  Mergers,
      Etc.  (i)  Merge or consolidate with or into any other
      Person (other than a Subsidiary) or (ii) convey, transfer, lease or otherwise
      dispose of, or permit a Subsidiary to convey, transfer, lease, or otherwise
      dispose of, (whether in one transaction or in a series of related transactions)
      all or substantially all of the property or assets of the Company and its
      Subsidiaries taken as a whole (whether now owned or hereafter acquired),
      directly or indirectly, to any Person, including through a merger or
      consolidation of a Subsidiary with an unaffiliated party, unless (A) in each
      case of (i) or (ii), after giving effect to such proposed transaction, no Event
      of Default or event which with the giving of notice or lapse of time, or both,
      would constitute an Event of Default would exist and (B) in the case of clause
      (i),the surviving corporation is the Company, provided that to the extent
      that the value of all Margin Stock owned by the Company and its Subsidiaries
      taken as a whole exceeds 25% of the value of the total assets of the Company
      and
      its Subsidiaries subject to this Section 5.02(c), nothing in this Section
      5.02(c) shall prohibit the sale of such Margin Stock (it being understood that
      Margin Stock not in excess of 25% of the value of such assets will be subject
      to
      the restrictions of this Section 5.02(c)).

     

    
      
        
        

      

      
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      (d)           Change
      in Nature of Business.  Engage, or permit any of its Subsidiaries
      to engage, to any material extent, in any business other than the businesses
      of
      the type conducted by the Company and its Subsidiaries on the date of this
      Agreement and businesses reasonably related thereto.

     

                   
      (e)           ERISA.  Create,
      assume or suffer to exist or permit any ERISA Affiliate to create, assume or
      suffer to exist (i) any Insufficiency of any Plan (or, in the case of a Plan
      with respect to which an ERISA Event described in clauses (iii) through (vi)
      of
      the definition of ERISA Event shall have occurred and then exist, the liability
      related thereto), in respect of which Plan an ERISA Event has occurred, or
      (ii)
      any Withdrawal Liability under any Multiemployer Plan, if the sum of (A) any
      such Insufficiency or Withdrawal Liability, as applicable, (B) the Insufficiency
      of any and all other Plans with respect to which an ERISA Event shall have
      occurred and then exist (or, in the case of a Plan with respect to which an
      ERISA Event described in clauses (iii) through (vi) of the definition of ERISA
      Event shall have occurred and then exist, the liability related thereto), (C)
      amounts then required to be paid to any and all other Multiemployer Plans by
      the
      Company or its ERISA Affiliates as Withdrawal Liability and (D) the aggregate
      principal amount of all Indebtedness of the Company and all the Subsidiaries
      secured by Liens permitted by clauses (iv), (vi), (vii), (viii) and (ix) of
      Section 5.02(a), shall exceed 10% of Consolidated Net Tangible
      Assets.

     

                          
      ARTICLE
      VI                                

    EVENTS
      OF
      DEFAULT

     

    SECTION
      6.01.  Events
      of Default.  If
      any of the following events (“Events of Default”) shall occur and be
      continuing:

     

    (a)  Any
      Borrower shall fail to pay (i) any principal of any Advance made to such
      Borrower when the same becomes due and payable or (ii) any interest on any
      Advance made to such Borrower or any fees or other amounts payable under this
      Agreement within five days of the same becoming due and payable; or

     

    (b)  Any
      representation or warranty made by any Borrower herein or by any Borrower (or
      any of its officers) in connection with this Agreement shall prove to have
      been
      incorrect in any material respect when made; or

     

    (c)  Any
      Borrower shall fail to perform or observe (i) any term, covenant or agreement
      contained in Section 5.01(b), (c) or (i)(iii) or Section 5.02, or (ii) any
      term,
      covenant or agreement contained in any Loan Document (other than as referred
      to
      in subsection (a) or clause (i) above) on its part to be performed or observed
      if, in the case of this clause (ii), such failure shall remain unremedied for
      30
      days after written notice thereof shall have been given to the Company by the
      Agent or any Lender; or

     

    
      
        
        

      

      
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    (d)  The
      Company or any Subsidiary shall fail to pay any installment of principal of
      or
      any premium or interest on any Indebtedness, which is outstanding in a principal
      amount of at least US$25,000,000 in the aggregate (but excluding Indebtedness
      outstanding hereunder) of the Company or such Subsidiary (as the case may be),
      when the same becomes due and payable (whether by scheduled maturity, required
      prepayment, acceleration, demand or otherwise), and such failure shall continue
      after the applicable grace period, if any, specified in the agreement or
      instrument relating to such Indebtedness, or any other event shall occur or
      condition shall exist under any agreement or instrument relating to any such
      Indebtedness and shall continue after the applicable grace period, if any,
      specified in such agreement or instrument, if the effect of such event or
      condition is to accelerate, or to permit the acceleration of, the maturity
      of
      such Indebtedness, or any Indebtedness of the Company or any Subsidiary which
      is
      outstanding in an aggregate principal amount of at least US$25,000,000 shall,
      for any reason, be accelerated (it being understood that a mandatory prepayment
      on the sale of any asset shall be deemed not to be an acceleration of the
      Indebtedness secured by such asset) ; or

     

    (e)  Any
      Borrower or any Significant Subsidiary or any two or more Subsidiaries which
      (when taken together) would have aggregate total assets constituting those
      of a
      Significant Subsidiary shall generally not pay its debts as such debts become
      due, or shall admit in writing its inability to pay its debts generally, or
      shall make a general assignment for the benefit of creditors; or any proceeding
      shall be instituted by or against such Borrower or any such Subsidiary seeking
      to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief, or composition
      of
      it or its debts under any law relating to bankruptcy, insolvency or
      reorganization or relief of debtors, or seeking the entry of an order for relief
      or the appointment of a receiver, trustee, or other similar official for it
      or
      for any substantial part of its property, and, in the case of any such
      proceeding instituted against a Borrower or such Subsidiary (but not instituted
      by it), either such proceeding shall not be dismissed or stayed for 60 days
      or
      any of the actions sought in such proceeding (including, without limitation,
      the
      entry of an order for relief against it or the appointment of a trustee,
      custodian or other similar official for it or any substantial part of its
      property) shall occur; or a Borrower or any such Subsidiary shall take any
      corporate action to authorize any of the actions set forth above in this
      subsection (e); or

     

    (f)  Any
      judgment or order for the payment of money in excess of US$25,000,000 shall
      be
      rendered against the Company or any Subsidiary and either (i) enforcement
      proceedings shall have been commenced by any creditor upon such judgment or
      order and, within 60 days of the commencement of such proceedings, such judgment
      shall not have been satisfied or (subject to clause (ii) below) shall have
      been
      stayed or (ii) there shall be any period of 60 consecutive days during which
      a
      stay of enforcement of such judgment or order, by reason of a pending appeal
      or
      otherwise, shall not be in effect; or

     

                   
      (g)           The Company
      or any of its ERISA Affiliates shall incur, or shall be reasonably likely to
      incur liability in excess of US$25,000,000 in the aggregate as a result of
      one
      or more of the following:  (i) the occurrence of any ERISA Event;
      (ii) the partial or complete withdrawal of the Company or any of its ERISA
      Affiliates from a Multiemployer Plan; or (iii) the reorganization or
      termination of a Multiemployer Plan; or

     

    
      
        
        

      

      
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                   (h)           Article
      VII hereof shall for any reason cease to be valid and binding on or enforceable
      against the Company, or the Company shall so state in writing; 

     

    then,
      and
      in any such event, the Agent (i) shall at the request, or may with the consent
      of the Majority Lenders, by notice to the Borrowers declare the obligation
      of
      each Lender to make Advances (other than Revolving Advances by an Issuing Bank
      or a Lender pursuant to Section 2.02(b)) and of the Issuing Banks to issue
      Letters of Credit to be terminated, whereupon the same shall forthwith
      terminate, and (ii) shall at the request, or may with the consent of the
      Majority Lenders, by notice to the Borrowers, declare the Notes, all interest
      thereon and all other amounts payable under this Agreement to be forthwith
      due
      and payable, whereupon the Notes, all such interest and all such amounts shall
      become and be forthwith due and payable, without presentment, demand, protest
      or
      further notice of any kind, all of which are hereby expressly waived by the
      Borrowers; provided, however, that in the event of an Event of
      Default resulting from the actual or deemed entry of an order for relief with
      respect to a Borrower under the Federal Bankruptcy Code, (A) the obligation
      of
      each Lender to make Advances (other than Revolving Advances by an Issuing Bank
      or a Lender pursuant to Section 2.02(b)) and of the Issuing Banks to issue
      Letters of Credit shall automatically be terminated and (B) the Notes, all
      such
      interest and all such amounts shall automatically become and be due and payable,
      without presentment, demand, protest or any notice of any kind, all of which
      are
      hereby expressly waived by the Borrowers.

     

    SECTION
      6.02.  Actions
      in Respect of the Letters of Credit upon Event of Default.  If
      any Event of Default shall have occurred and be continuing, the Agent may with
      the consent, or shall at the request, of the Lenders having more than 50% of
      the
      US Commitments, irrespective of whether it is taking any of the actions
      described in Section 6.01 or otherwise, make demand upon the Company to, and
      forthwith upon such demand the Company will, (a) pay to the Agent on behalf
      of
      the US Lenders in same day funds at the Agent’s office designated in such
      demand, for deposit in the L/C Cash Collateral Account, an amount equal to
      the
      aggregate Available Amount of all Letters of Credit then outstanding or (b)
      make
      such other arrangements in respect of the outstanding Letters of Credit as
      shall
      be acceptable to the Lenders having more than 50% of the US Commitments;
provided, however, that in the event of an actual or deemed entry
      of an order for relief with respect to a Borrower under the Federal Bankruptcy
      Code, an amount equal to the aggregate Available Amount of all outstanding
      Letters of Credit shall be immediately due and payable to the Agent for the
      account of the Lenders without notice to or demand upon the Borrowers, which
      are
      expressly waived by each Borrower, to be held in the L/C Cash Collateral
      Account.  If at any time the Agent determines that any funds held in
      the L/C Cash Collateral Account are subject to any right or claim of any Person
      other than the Agent and the US Lenders or that the total amount of such funds
      is less than the aggregate Available Amount of all Letters of Credit, the
      Company will, forthwith upon demand by the Agent, pay to the Agent, as
      additional funds to be deposited and held in the L/C Cash Collateral Account,
      an
      amount equal to the excess of (a) such aggregate Available Amount over (b)
      the
      total amount of funds, if any, then held in the L/C Cash Collateral Account
      that
      the Agent determines to be free and clear of any such right and
      claim.  Upon the drawing of any Letter of Credit, to the extent funds
      are on deposit in the L/C Cash Collateral Account, such funds shall be applied
      to reimburse the Issuing Bank or the US Lenders, as applicable, to the extent
      permitted by applicable law.  The Agent, in its sole discretion and at
      the risk and expense of the Company, may invest the funds in the L/C Cash
      Collateral Account, and interest or profits therefrom (if any) shall accumulate
      in the L/C Cash Collateral Account.  At any time that the amount of
      funds in the L/C Cash Collateral Account exceeds the Available Amount of all
      Letters of Credit outstanding, the Agent shall promptly return such excess
      amount to the Company.  All amounts in the L/C Cash Collateral Account
      shall be returned to the Company upon the earlier of (x) the date that all
      Letters of Credit shall have expired or been fully drawn upon and all
      reimbursement obligations shall have been satisfied and (y) the date on which
      no
      Event of Default shall be continuing or on which every Event of Default shall
      have been waived.

     

    
      
        
        

      

      
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      ARTICLE
      VII                                

    GUARANTY

     

    SECTION
      7.01.  Guaranty.  The
      Company hereby absolutely, unconditionally and irrevocably guarantees the
      punctual payment when due, whether at scheduled maturity or on any date of
      a
      required prepayment or by acceleration, demand or otherwise, of all obligations
      of the Canadian Borrower now or hereafter existing under or in respect of this
      Agreement and the Notes (including, without limitation, any extensions,
      modifications, substitutions, amendments or renewals of any or all of the
      foregoing obligations), whether direct or indirect, absolute or contingent,
      and
      whether for principal, interest, premiums, fees, indemnities, contract causes
      of
      action, costs, expenses or otherwise (such obligations being the “Guaranteed
      Obligations”).  Without limiting the generality of the foregoing,
      the Company’s liability shall extend to all amounts that constitute part of the
      Guaranteed Obligations and would be owed by the Canadian Borrower to the Agent
      or any Lender under or in respect of this Agreement and the Notes but for the
      fact that they are unenforceable or not allowable due to the existence of a
      bankruptcy, reorganization or similar proceeding involving the Canadian
      Borrower.

     

    SECTION
      7.02.  Guaranty
      Absolute.  The
      Company guarantees that the Guaranteed Obligations will be paid strictly in
      accordance with the terms of this Agreement and the Notes, regardless of any
      law, regulation or order now or hereafter in effect in any jurisdiction
      affecting any of such terms or the rights of the Agent or any Lender with
      respect thereto.  The obligations of the Company under or in respect
      of this Guaranty are independent of the Guaranteed Obligations or any other
      obligations of the Canadian Borrower under or in respect of this Agreement
      and
      the Notes, and a separate action or actions may be brought and prosecuted
      against the Company to enforce this Guaranty, irrespective of whether any action
      is brought against the Canadian Borrower or whether the Canadian Borrower is
      joined in any such action or actions.  The liability of the Company
      under this Guaranty shall be irrevocable, absolute and unconditional
      irrespective of, and the Company hereby irrevocably waives any defenses it
      may
      now have or hereafter acquire in any way relating to, any or all of the
      following:

     

    (a)           any
      lack of validity or enforceability of this Agreement, any Note or any agreement
      or instrument relating thereto;

     

    (b)           any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations or any other obligations of the Canadian
      Borrower under or in respect of this Agreement and the Notes, or any other
      amendment or waiver of or any consent to departure from this Agreement or any
      Note, including, without limitation, any increase in the Guaranteed Obligations
      resulting from the extension of additional credit to the Canadian Borrower
      or
      any of its Subsidiaries or otherwise;

     

    
      
        
        

      

      
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    (c)           any
      taking, exchange, release or non-perfection of any collateral, or any taking,
      release or amendment or waiver of, or consent to departure from, any other
      guaranty, for all or any of the Guaranteed Obligations;

     

    (d)           any
      manner of application of any collateral, or proceeds thereof, to all or any
      of
      the Guaranteed Obligations, or any manner of sale or other disposition of any
      collateral for all or any of the Guaranteed Obligations or any other obligations
      of the Canadian Borrower under this Agreement and the Notes or any other assets
      of the Canadian Borrower or any of its Subsidiaries;

     

    (e)           any
      change, restructuring or termination of the corporate structure or existence
      of
      the Canadian Borrower or any of its Subsidiaries;

     

    (f)           any
      failure of the Agent or any Lender to disclose to the Canadian Borrower any
      information relating to the business, condition (financial or otherwise),
      operations, performance, properties or prospects of the Canadian Borrower now
      or
      hereafter known to the Agent or such Lender (the Company waiving any duty on
      the
      part of the Agent and the Lenders to disclose such information);

     

    (g)           the
      failure of any other Person to execute or deliver this Guaranty or any other
      guaranty or agreement or the release or reduction of liability of the Company
      or
      other guarantor or surety with respect to the Guaranteed Obligations;
      or

     

    (h)           any
      other circumstance (including, without limitation, any statute of limitations)
      or any existence of or reliance on any representation by the Agent or any Lender
      that might otherwise constitute a defense available to, or a discharge of,
      the
      Canadian Borrower or any other guarantor or surety.

     

    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by the Agent or any Lender or any other Person upon
      the insolvency, bankruptcy or reorganization of the Canadian Borrower or
      otherwise, all as though such payment had not been made.

     

    SECTION
      7.03.  Waivers
      and Acknowledgments.  (a)  The
      Company hereby unconditionally and irrevocably waives promptness, diligence,
      notice of acceptance, presentment, demand for performance, notice of
      nonperformance, default, acceleration, protest or dishonor and any other notice
      with respect to any of the Guaranteed Obligations and this Guaranty and any
      requirement that the Agent or any Lender protect, secure, perfect or insure
      any
      Lien or any property subject thereto or exhaust any right or take any action
      against the Canadian Borrower or any other Person or any
      collateral.

     

    
      
        
        

      

      
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    (b)           The
      Company hereby unconditionally and irrevocably waives any right to revoke this
      Guaranty and acknowledges that this Guaranty is continuing in nature and applies
      to all Guaranteed Obligations, whether existing now or in the
      future.

     

    (c)           The
      Company hereby unconditionally and irrevocably waives (i) any defense
      arising by reason of any claim or defense based upon an election of remedies
      by
      the Agent or any Lender that in any manner impairs, reduces, releases or
      otherwise adversely affects the subrogation, reimbursement, exoneration,
      contribution or indemnification rights of the Company or other rights of the
      Company to proceed against the Canadian Borrower, any other guarantor or any
      other Person or any collateral and (ii) any defense based on any right of
      set-off or counterclaim against or in respect of the obligations of the Company
      hereunder.

     

    (d)           The
      Company hereby unconditionally and irrevocably waives any duty on the part
      of
      the Agent or any Lender to disclose to the Company any matter, fact or thing
      relating to the business, condition (financial or otherwise), operations,
      performance, properties or prospects of the Canadian Borrower or any of its
      Subsidiaries now or hereafter known by the Agent or such Lender.

     

    (e)           The
      Company acknowledges that it will receive substantial direct and indirect
      benefits from the financing arrangements contemplated by this Agreement and
      the
      Notes and that the waivers set forth in Section 7.02 and this
      Section 7.03 are knowingly made in contemplation of such
      benefits.

     

    SECTION
      7.04.  Subrogation.  The
      Company hereby unconditionally and irrevocably agrees not to exercise any rights
      that it may now have or hereafter acquire against the Canadian Borrower or
      any
      other insider guarantor that arise from the existence, payment, performance
      or
      enforcement of the Company’s obligations under or in respect of this Guaranty,
      including, without limitation, any right of subrogation, reimbursement,
      exoneration, contribution or indemnification and any right to participate in
      any
      claim or remedy of the Agent or any Lender against the Canadian Borrower or
      any
      other insider guarantor or any collateral, whether or not such claim, remedy
      or
      right arises in equity or under contract, statute or common law, including,
      without limitation, the right to take or receive from the Canadian Borrower
      or
      any other insider guarantor, directly or indirectly, in cash or other property
      or by set-off or in any other manner, payment or security on account of such
      claim, remedy or right, (x) unless and until all of the Guaranteed Obligations
      shall have been paid in full in cash and the Canadian Commitments shall have
      expired or been terminated or (y) unless no Default shall have occurred and
      be
      continuing.  If any amount shall be paid to the Company in violation
      of the immediately preceding sentence at any time prior to the later of
      (a) the payment in full in cash of the Guaranteed Obligations and
      (b) the Termination Date, such amount shall be received and held in trust
      for the benefit of the Agent and the Lenders, shall be segregated from other
      property and funds of the Company and shall forthwith be paid or delivered
      to
      the Agent in the same form as so received (with any necessary endorsement or
      assignment) to be credited and applied to the Guaranteed Obligations, whether
      matured or unmatured, in accordance with the terms of this Agreement and the
      Notes, or to be held as collateral for any Guaranteed Obligations or other
      amounts payable under this Guaranty thereafter arising.  If
      (i) the Company shall make payment to the Agent or any Lender of all or any
      part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations
      shall have been paid in full in cash and (iii) the Termination Date shall
      have occurred, the Agent and the Lenders will, at the Company’s request and
      expense, execute and deliver to the Company appropriate documents, without
      recourse and without representation or warranty, necessary to evidence the
      transfer by subrogation to the Company of an interest in the Guaranteed
      Obligations resulting from such payment made by the Company pursuant to this
      Guaranty.

     

    
      
        
        

      

      
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    SECTION
      7.05.  Subordination.  The
      Company hereby subordinates any and all debts, liabilities and other obligations
      owed to the Company by the Canadian Borrower (the “Subordinated
      Obligations”) to the Guaranteed Obligations to the extent and in the manner
      hereinafter set forth in this Section 7.05:

     

    (a)  Prohibited
      Payments, Etc.  Except during the continuance of an Event of
      Default (including the commencement and continuation of any proceeding under
      any
      Bankruptcy Law relating to the Canadian Borrower), the Company may receive
      regularly scheduled payments from the Canadian Borrower on account of the
      Subordinated Obligations.  After the occurrence and during the
      continuance of any Event of Default (including the commencement and continuation
      of any proceeding under any Bankruptcy Law relating to the Canadian Borrower),
      however, unless the Lenders having more than 50% of the Canadian Commitments
      otherwise agree, no Guarantor shall demand, accept or take any action to collect
      any payment on account of the Subordinated Obligations.

     

    (b)  Prior
      Payment of Guaranteed Obligations.  In any proceeding under any
      Bankruptcy Law relating to the Canadian Borrower, the Company agrees that the
      Agent and the Lenders shall be entitled to receive payment in full in cash
      of
      all Guaranteed Obligations (including all interest and expenses accruing after
      the commencement of a proceeding under any Bankruptcy Law, whether or not
      constituting an allowed claim in such proceeding (“Post Petition
      Interest”)) before the Company receives payment of any Subordinated
      Obligations.

     

    (c)  Turn-Over.  After
      the occurrence and during the continuance of any Event of (including the
      commencement and continuation of any proceeding under any Bankruptcy Law
      relating to the Canadian Borrower), the Company shall, if the Agent so requests,
      collect, enforce and receive payments on account of the Subordinated Obligations
      as trustee for the Agent and the Lenders and deliver such payments to the Agent
      on account of the Guaranteed Obligations (including all Post Petition Interest),
      together with any necessary endorsements or other instruments of transfer,
      but
      without reducing or affecting in any manner the liability of the Company under
      the other provisions of this Guaranty.

     

    (d)  Agent
      Authorization.  After the occurrence and during the continuance of
      any Event of Default (including the commencement and continuation of any
      proceeding under any Bankruptcy Law relating to the Canadian Borrower), the
      Agent is authorized and empowered (but without any obligation to so do), in
      its
      discretion, (i) in the name of the Company, to collect and enforce, and to
      submit claims in respect of, Subordinated Obligations and to apply any amounts
      received thereon to the Guaranteed Obligations (including any and all Post
      Petition Interest), and (ii) to require the Company (A) to collect and enforce,
      and to submit claims in respect of, Subordinated Obligations and (B) to pay
      any
      amounts received on such obligations to the Agent for application to the
      Guaranteed Obligations (including any and all Post Petition
      Interest).

     

    
      
        
        

      

      
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    SECTION
      7.06.  Continuing
      Guaranty; Assignments..  This
      Guaranty is a continuing guaranty and shall (a) remain in full force and
      effect until the later of (i) the payment in full in cash of the Guaranteed
      Obligations and (ii) the Termination Date, (b) be binding upon the
      Company, its successors and assigns and (c) inure to the benefit of and be
      enforceable by the Agent and the Lenders and their successors, transferees
      and
      assigns.  Without limiting the generality of clause (c) of the
      immediately preceding sentence, the Agent or any Lender may assign or otherwise
      transfer all or any portion of its rights and obligations under this Agreement
      (including, without limitation, all or any portion of its Commitments, the
      Advances owing to it and the Note or Notes held by it) to any other Person,
      and
      such other Person shall thereupon become vested with all the benefits in respect
      thereof granted to the Agent or such Lender herein or otherwise, in each case
      as
      and to the extent provided in Section 9.02.  The Guarantor shall
      not have the right to assign its rights hereunder or any interest herein without
      the prior written consent of the Agent and the Lenders.

     

                                
      ARTICLE
      VIII                                

    THE
      AGENT

     

    SECTION
      8.01.  Authorization
      and Action.  Each
      Lender (in its capacities as a Lender and an Issuing Bank, if applicable) hereby
      appoints and authorizes the Agent and the Sub-Agent, as applicable, to take
      such
      action as agent on its behalf and to exercise such powers and discretion under
      this Agreement as are delegated to the Agent by the terms hereof, together
      with
      such powers and discretion as are reasonably incidental thereto.  As
      to any matters not expressly provided for by this Agreement (including, without
      limitation, enforcement or collection of the Notes), the Agent shall not be
      required to exercise any discretion or take any action, but shall be required
      to
      act or to refrain from acting (and shall be fully protected in so acting or
      refraining from acting ) upon the instructions of the Majority Lenders, and
      such
      instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Agent shall not be required to take
      any action that exposes the Agent to personal liability or that is contrary
      to
      this Agreement or applicable law.  The Agent agrees to give to each
      Lender prompt notice of each notice given to it by the Borrowers pursuant to
      the
      terms of this Agreement.

     

    SECTION
      8.02.  Agent’s
      Reliance, Etc.  Neither
      the Agent nor any of its directors, officers, agents or employees shall be
      liable for any action taken or omitted to be taken by it or them under or in
      connection with this Agreement, except for its or their own gross negligence
      or
      willful misconduct.  Without limitation of the generality of the
      foregoing, the Agent:  (i) may treat the payee of any Note as the
      holder thereof until the Agent receives and accepts an Assignment and Acceptance
      entered into by the Lender that is the payee of such Note as assignor, and
      an
      Eligible Assignee, as assignee, as provided in Section 9.02; (ii) may consult
      with legal counsel (including counsel for a Borrower), independent public
      accountants and other experts selected by it and shall not be liable for any
      action taken or omitted to be taken in good faith by it in accordance with
      the
      advice of such counsel, accountants or experts; (iii) makes no warranty or
      representation to any Lender and shall not be responsible to any Lender for
      any
      statements, warranties or representations (whether written or oral) made in
      or
      in connection with this Agreement; (iv) shall not have any duty to ascertain
      or
      to inquire as to the performance, observance or satisfaction of any of the
      terms, covenants or conditions of this Agreement on the part of any Borrower
      or
      the existence at any time of any event which constitutes, or with the passage
      of
      time would constitute, an Event of Default or to inspect the property (including
      the books and records) of any Borrower; (v) shall not be responsible to any
      Lender for the due execution, legality, validity, enforceability, genuineness,
      sufficiency or value of, or the perfection or priority of any lien or security
      interest created or purported to be created in under or in connection with,
      this
      Agreement or any other instrument or document furnished pursuant hereto; and
      (vi) shall incur no liability under or in respect of this Agreement by acting
      upon any notice, consent, certificate or other instrument or writing (which
      may
      be by telecopier) believed by it to be genuine and signed or sent by the proper
      party or parties.

     

    
      
        
        

      

      
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    SECTION
      8.03.  Citibank
      and Affiliates.  With
      respect to its Commitment(s), the Advances made by it and the Notes issued
      to
      it, Citibank shall have the same rights and powers under this Agreement as
      any
      other Lender and may exercise the same as though it were not the Agent; and
      the
      term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include
      Citibank in its individual capacity.  Citibank and its Affiliates may
      accept deposits from, lend money to, act as trustee under indentures of, accept
      investment banking engagements from and generally engage in any kind of business
      with, the Company, any of its Subsidiaries and any Person who may do business
      with or own securities of the Company or any such Subsidiary, all as if Citibank
      were not the Agent and without any duty to account therefore to the
      Lenders.  The Agent shall have no duty to disclose information
      obtained or received by it or any of its Affiliates relating to the Company
      or
      its Subsidiaries to the extent such information was obtained or received in
      any
      capacity other than as Agent.

     

    SECTION
      8.04.  Lender
      Credit Decision.  Each
      Lender acknowledges that it has, independently and without reliance upon the
      Agent or any other Lender and based on the financial statements referred to
      in
      Section 4.01 and such other documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement.  Each Lender also acknowledges that it will, independently
      and without reliance upon the 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 this
      Agreement.

     

    SECTION
      8.05.  Indemnification.  (a)  Each
      Lender severally agrees to indemnify the Agent (to the extent not reimbursed
      by
      the Company), from and against such Lender’s ratable share of any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind or nature whatsoever that may
      be
      imposed on, incurred by, or asserted against the Agent in any way relating
      to or
      arising out of this Agreement or any action taken or omitted by the Agent under
      this Agreement (collectively, the “Indemnified Costs”), provided
      that no Lender shall be liable for any portion of the Indemnified Costs
      resulting from the Agent’s gross negligence or willful
      misconduct.  Without limitation of the foregoing, each Lender agrees
      to reimburse the Agent promptly upon demand for its ratable share of any
      out-of-pocket expenses (including reasonable counsel fees) incurred by the
      Agent
      in connection with the preparation, execution, delivery, administration,
      modification, amendment or enforcement (whether through negotiations, legal
      proceedings or otherwise) of, or legal advice in respect of rights or
      responsibilities under, this Agreement, to the extent that the Agent is not
      reimbursed for such expenses by the Company.  In the case of any
      investigation, litigation or proceeding giving rise to any Indemnified Costs,
      this Section 8.05 applies whether any such investigation, litigation or
      proceeding is brought by the Agent, any Lender or a third party.

     

    
      
        
        

      

      
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    (b)  Each
      US Lender severally agrees to indemnify each Issuing Bank (to the extent not
      promptly reimbursed by the Company) from and against such Lender’s ratable share
      (determined as provided below) of any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind or nature whatsoever that may be imposed on, incurred by, or
      asserted against such Issuing Bank in any way relating to or arising out of
      this
      Agreement or any action taken or omitted by such Issuing Bank hereunder or
      in
      connection herewith; provided, however, that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from the Issuing Bank’s gross negligence or willful misconduct as
      found in a final, non-appealable judgment by a court of competent
      jurisdiction.  Without limitation of the foregoing, each US Lender
      agrees to reimburse each Issuing Bank promptly upon demand for its ratable
      share
      of any costs and expenses (including, without limitation, fees and expenses
      of
      counsel) payable by the Company under Section 10.04, to the extent that the
      Issuing Bank is not promptly reimbursed for such costs and expenses by the
      Company.

     

    (c)  For
      purposes of this Section 8.05, the Lenders’ respective ratable shares of
      any amount shall be determined, at any time, according to the sum of
      (i) the aggregate principal amount of the Revolving Advances outstanding at
      such time and owing to the respective Lenders, (ii) their respective Pro
      Rata Shares of the aggregate Available Amount of all Letters of Credit
      outstanding at such time and (iii) their respective Unused Canadian
      Commitments and Unused US Commitments at such time; provided that the
      aggregate principal amount of Revolving Advances made as a result of a drawing
      under a Letter of Credit owing to the Issuing Bank shall be considered to be
      owed to the Lenders ratably in accordance with their respective US
      Commitments.  The failure of any Lender to reimburse the Agent or the
      Issuing Bank, as the case may be, promptly upon demand for its ratable share
      of
      any amount required to be paid by the Lenders to such Agent or the Issuing
      Bank,
      as the case may be, as provided herein shall not relieve any other Lender of
      its
      obligation hereunder to reimburse such Agent or Issuing Bank, as the case may
      be, for its ratable share of such amount, but no Lender shall be responsible
      for
      the failure of any other Lender to reimburse the Agent or the Issuing Bank,
      as
      the case may be, for such other Lender’s ratable share of such
      amount.  Without prejudice to the survival of any other agreement of
      any Lender hereunder, the agreement and obligations of each Lender contained
      in
      this Section 8.05 shall survive the payment in full of principal, interest
      and all other amounts payable hereunder and under the Notes.

     

    SECTION
      8.06.  Successor
      Agent.  The
      Agent may resign at any time by giving written notice thereof to the Lenders
      and
      the Company and may be removed at any time with or without cause by the Majority
      Lenders.  Upon any such resignation or removal, the Majority Lenders
      shall have the right to appoint a successor Agent, subject, so long as no Event
      of Default has occurred and is continuing, to the Company’s
      approval.  If no successor Agent shall have been so appointed by the
      Majority Lenders, and shall have accepted such appointment, within 30 days
      after
      the retiring Agent’s giving of notice of resignation or the Majority Lenders’
removal of the retiring Agent, then the retiring Agent may, on behalf of the
      Lenders, appoint a successor Agent, which shall be a commercial bank organized
      under the laws of the United States of America or of any State thereof and
      having a combined capital and surplus of at least
      US$500,000,000.  Upon the acceptance of any appointment as Agent
      hereunder by a successor Agent, such successor Agent shall thereupon succeed
      to
      and become vested with all the rights, powers, discretion, privileges and duties
      of the retiring Agent, and the retiring Agent shall be discharged from its
      duties and obligations under this Agreement other than the obligations provided
      in Section 10.12.  After any retiring Agent’s resignation or removal
      hereunder as Agent, the provisions of this Article VII shall inure to its
      benefit as to any actions taken or omitted to be taken by it while it was Agent
      under this Agreement.

     

    
      
        
        

      

      
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    SECTION
      8.07.  Delegation
      of Duties.  The
      Agent may perform any and all of its duties and exercise its rights and powers
      hereunder by or through any one or more sub-agents appointed by the Agent
      (including the Sub-Agent).  Each such sub-agent and shall be entitled
      to the benefits of all provisions of this Article VIII and Article Sections
      10.04 and 10.06 (as though such sub-agents were the
“Agent” hereunder) as if set forth in full herein with respect
      thereto.

     

    SECTION
      8.08.  Other
      Agents.  Each
      Lender hereby acknowledges that neither the documentation agent nor any other
      Lender designated as any other type of agent (other than administrative agent)
      on the signature pages hereof has any liability hereunder other than in its
      capacity as a Lender.

     

                                    
      ARTICLE
      IX                                

    ASSIGNMENTS
      AND PARTICIPATIONS

     

    SECTION
      9.01.  Binding
      Effect.  This
      Agreement shall become effective when it shall have been executed by the
      Borrowers, the Agent and by each Bank and thereafter shall be binding upon
      and
      inure to the benefit of the Borrowers, the Agent and each Lender and their
      respective successors and assigns, except that no Borrower shall have the right
      to assign its rights hereunder or any interest herein without the prior written
      consent of the Lenders.

     

    SECTION
      9.02.  Assignments.  (a)  Each
      Lender may, upon at least 10 Business Days’ notice to the Company (and, in the
      case of an assignment of Canadian Commitments, the Canadian Borrower), the
      Issuing Banks and the Agent, assign to one or more banks or other entities
      (other than an assignment which would result in increased costs to the Company
      pursuant to Sections 2.07, 2.10 or 2.14 hereof) all or a portion of its rights
      and obligations under this Agreement (including, without limitation, all or
      a
      portion of its Commitment(s), the Advances owing to it and the Note or Notes
      held by it); provided, however, that (i) if such bank or other
      entity is not already a Lender or an Affiliate of a Lender and prior to the
      expiring of the 10 Business Days’ notice referred to above, the Company (unless
      an Event of Default has occurred and is continuing at such time) or the Agent
      notifies the assignor Lender that such assignee is, in its sole discretion,
      not
      acceptable to it, such assignor Lender shall not make such assignment, (ii)
      the
      parties to each such assignment shall execute and deliver to the Agent, for
      its
      acceptance and recording in the Register an Assignment and Acceptance, together
      with any Note or Notes subject to such assignment and a processing and
      recordation fee of US$3,500 payable by the parties to each such assignment,
      (iii) each such assignment shall be only to an Eligible Assignee, (iv) each
      such
      assignment shall be of a constant, and not a varying, percentage of all of
      the
      assigning Lender’s rights and obligations under this Agreement, (v) the amount
      of the US Commitment of the assigning Lender being assigned pursuant to each
      such assignment (determined as of the date of the Assignment and Acceptance
      with
      respect to such assignment) shall in no event be less than US$5,000,000 in
      the
      case of an assignment to a Lender or US$10,000,000 in the case of an Assignment
      to an Eligible Assignee not already a Lender and, in each case, shall be an
      integral multiple of US$5,000,000 or, if less, the entire amount of the
      assigning Lender’s US Commitment and (vi) the amount of the Canadian Commitment
      of the assigning Lender being assigned pursuant to each such assignment
      (determined as of the date of the Assignment and Acceptance with respect to
      such
      assignment) shall in no event be less than US$5,000,000 in the case of an
      assignment to an Eligible Assignee that becomes a Canadian Lender and, in each
      case, shall be an integral multiple of US$5,000,000 or, if less, the entire
      amount of the assigning Lender’s Canadian Commitment.  Upon such
      execution, delivery, acceptance and recording, from and after the effective
      date
      specified in each Assignment and Acceptance, (A) the assignee thereunder shall
      be a party hereto and, to the extent that rights and obligations hereunder
      have
      been assigned to it pursuant to such Assignment and Acceptance, have the rights
      and obligations of a Lender hereunder and (B) the Lender assignor thereunder
      shall, to the extent that rights and obligations hereunder have been assigned
      by
      it pursuant to such Assignment and Acceptance, relinquish its rights (other
      than
      its rights under Sections 2.07, 2.10, 2.14, 10.04 and 10.06 to the extent any
      claim thereunder relates to an event arising prior to such assignment) and
      be
      released from its obligations (other than those provided in Section 10.12)
      under
      this Agreement (and, in the case of an Assignment and Acceptance covering all
      or
      the remaining portion of an assigning Lender’s rights and obligations under this
      Agreement, such Lender shall cease to be a party hereto).

     

    
      
        
        

      

      
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    (b)  By
      executing and delivering an Assignment and Acceptance, the Lender assignor
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Acceptance, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or
      the execution, legality, validity, enforceability, genuineness, sufficiency
      or
      value of this Agreement  or any other instrument or document furnished
      pursuant hereto; (ii) such assigning Lender makes no representation or warranty
      and assumes no responsibility with respect to the financial condition of any
      Borrower or the performance or observance by any Borrower of any of its
      obligations under this Agreement or any other instrument or document furnished
      pursuant hereto; (iii) such assignee confirms that it has received a copy of
      this Agreement, together with copies of the financial statements referred to
      in
      Section 4.01(e) and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into such
      Assignment and Acceptance; (iv) such assignee will, independently and without
      reliance upon the Agent, such assigning Lender 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
      this Agreement; (v) such assignee agrees that it will perform in accordance
      with
      their terms all of the obligations which by the terms of this Agreement are
      required to be performed by it as a Lender; (vi) such assignee confirms that
      it
      is an Eligible Assignee; and (vii) such assignee appoints and authorizes the
      Agent to take such action as agent on its behalf and to exercise such powers
      and
      discretion under this Agreement as are delegated to the Agent by the terms
      hereof, together with such powers and discretion as are reasonably incidental
      thereto.

     

    
      
        
        

      

      
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    (c)  Upon
      its
      receipt of an Assignment and Acceptance executed by an assigning Lender and
      an
      assignee representing that it is an Eligible Assignee, together with any
      Revolving Note or Notes subject to such assignment and the fee referred to
      in
      clause (a)(ii) above, the Agent shall (subject to any consents to such
      assignment required pursuant to the terms of this Agreement), if such Assignment
      and Acceptance has been completed and is in substantially the form of
      Exhibit C hereto, (i) accept such Assignment and Acceptance,
      (ii) record the information contained therein in the Register and
      (iii) give prompt notice thereof to the Company.

     

    (d)  The
      Agent
      shall maintain at its address referred to in Section 10.02 a copy of each
      Assignment and Acceptance delivered to and accepted by it and a register for
      the
      recordation of the names and addresses of the Lenders and the Commitment(s)
      of,
      and principal amount of the Advances owing to, each Lender from time to time
      (the “Register”).  The entries in the Register shall be
      conclusive and binding for all purposes, absent demonstrable error, provided,
      that the failure of the Agent to make an entry, or any finding that an entry
      is
      incorrect, in the Register shall not limit or otherwise affect the obligations
      of the Borrowers under this Agreement and the Borrowers, the Agent and the
      Lenders may treat each Person whose name is recorded in the Register as a Lender
      hereunder for all purposes of this Agreement.  The Register shall be
      available for inspection by any Borrower or any Lender at any reasonable time
      and from time to time upon reasonable prior notice.

     

    (e)  Each
      Lender may assign to one or more banks or other entities any Bid Note or Bid
      Notes held by it.

     

    (f)  Any
      Lender may pledge all or a portion of its Advances to any Federal Reserve Bank
      as collateral security pursuant to Regulation A of the Board of Governors of
      the
      Federal Reserve System and any Operating Circular issued by such Federal Revenue
      Bank.  No such assignment shall release the assigning Lender from its
      obligations under the Agreement.

     

    (g)  Each
      Issuing Bank may, upon at least 10 Business Days’ notice to the Company, assign
      to any other Lender all of its rights and obligations under the undrawn portion
      of its Letter of Credit Commitment at any time; provided, however,
      that  (i) if prior to the expiring of the 10 Business Days’ notice
      referred to above, the Company notifies the assignor Issuing Bank that such
      assignee is, in its sole discretion, not acceptable to it, such assignor Issuing
      Bank shall not make such assignment, (ii) the amount of the Letter of Credit
      Commitment of the assigning Issuing Bank being assigned pursuant to each such
      assignment (determined as of the date of the Assignment and Acceptance with
      respect to such assignment) shall in no event be less than US$10,000,000 or
      an
      integral multiple of US$1,000,000 in excess thereof, and (iii) the parties
      to
      each such assignment shall execute and deliver to the Agent, for its acceptance
      and recording in the Register, an Assignment and Acceptance, together with
      a
      processing and recordation fee of US$3,500.

     

    SECTION
      9.03.  Participations.  Each
      Lender may sell participations to one or more banks or other entities in or
      to
      all or a portion of its rights and obligations under this Agreement (including,
      without limitation, all or a portion of its Commitment(s), and the Advances
      owing to it and the Note or Notes held by it); provided, however, that
      (a) such Lender’s obligations under this Agreement (including, without
      limitation, its Commitment(s) to the Borrowers hereunder) shall remain
      unchanged, (b) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations, (c) such Lender shall remain
      the
      holder of any such Note for all purposes of this Agreement, (d) each Borrower
      and the other Lenders shall continue to deal solely and directly with such
      Lender in connection with such Lender’s rights and obligations under this
      Agreement, (e) such participation is not prohibited by applicable law and (f)
      no
      participant shall have any claim against any Borrower or the Agent for any
      amounts due to it under its participation agreement and no Lender or any
      participant shall have any additional claim under Sections 2.07, 2.10 or 2.14
      as
      a result of any participation.  Any agreement or instrument pursuant
      to which a Lender sells such a participation shall provide that such Lender
      shall retain the sole 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 Person acquiring such participation, agree
      to any amendment, modification or waiver described in clause (a), (b) or (c)
      of
      the proviso to Section 10.01 that directly affects such Person.

     

    
      
        
        

      

      
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      ARTICLE
      X                                

    MISCELLANEOUS

     

    SECTION
      10.01.  Amendments,
      Etc.  No
      amendment or waiver of any provision of this Agreement or the Notes, nor consent
      to any departure by any Borrower therefrom, shall in any event be effective
      unless the same shall be in writing and signed by the Majority Lenders, and
      then
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which given; provided, however, that no
      amendment, waiver or consent shall: (a) increase the Commitment(s) of any Lender
      or subject any Lender to any additional obligations without the written consent
      of such Lender, (b) reduce the principal of, or interest on, any Revolving
      Note,
      Revolving Advance, or any fee or other amount payable hereunder without the
      written consent of each Lender affected thereby, (c) postpone any date fixed
      for
      any payment of principal of, or interest on, the Revolving Notes, Revolving
      Advances, or any fees or other amounts payable hereunder without the written
      consent of each Lender affected thereby, (d) change the percentage of the
      Commitments or of the aggregate unpaid principal amount of the Revolving Notes,
      Revolving Advances, or the number of Lenders, which shall be required for the
      Lenders or any of them to take any action hereunder without the written consent
      of all the Lenders, (e) release the Company from its obligations under Article
      VII without the written consent of all of the Canadian Lenders or (f) amend
      this
      Section 10.01 without the written consent of all the Lenders and
providedfurther that no amendment, waiver or consent shall, unless
      in writing and signed by the Agent in addition to the Lenders required above
      to
      take such action, affect the rights or duties of the Agent under this Agreement
      or any Note; and providedfurther that no amendment, waiver or
      consent shall, unless in writing and signed by the affected Issuing Bank in
      addition to the Lenders required above to take such action, affect the rights
      or
      obligations of such Issuing Bank under this Agreement.

     

    SECTION
      10.02.  Notices,
      Etc.  (a)  All
      notices and other communications provided for hereunder shall be either (x) in
      writing (including telecopy communication) and mailed, telecopied or delivered
      or (y) as and to the extent set forth in Section 10.02(b) and in the proviso
      to
      this Section 10.02(a), if to a Borrower, at the Company’s address at 501 Merritt
      7, P.O.  Box 4500, Norwalk, Connecticut, 06851-4500, telecopy
      no.  (203) 750-3292, Attention: Treasury Department; if to any Bank,
      at its Domestic Lending Office specified opposite its name on Schedule I hereto;
      if to any other Lender, at its Domestic Lending Office specified in the
      Assignment and Acceptance pursuant to which it became a Lender; and if to the
      Agent, at its address at Two Penns Way, New Castle, Delaware 19720, Attention:
      Bank Loan Syndications Department; or, as to any Borrower or the Agent, at
      such
      other address as shall be designated by such party in a written notice to the
      other parties and, as to each other party, at such other address as shall be
      designated by such party in a written notice to the Borrowers and the Agent,
      provided that materials required to be delivered pursuant to Section
      5.01(i)(i), (ii), (iv) and (v) may be delivered to the Agent as specified in
      Section 10.02(b) or as otherwise specified to the Borrowers by the
      Agent.  All such notices and communications shall, when mailed or
      telecopied, be effective only when received by the relevant
      party.  Delivery by telecopier of an executed counterpart of any
      amendment or waiver of any provision of this Agreement or the Notes or of any
      Exhibit hereto to be executed and delivered hereunder shall be effective as
      delivery of a manually executed counterpart thereof.

     

    
      
        
        

      

      
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    (b)           So
      long as Citibank or any of its Affiliates is the Agent, materials required
      to be
      delivered pursuant to Section 5.01(i)(i), (ii), (iv) and (v) may be delivered
      to
      the Agent in an electronic medium in a format acceptable to the Agent and the
      Lenders by e-mail at oploanswebadmin@citigroup.com.  The Company
      agrees that the Agent may make such materials, as well as any other written
      information, documents, instruments and other material relating to the Company,
      any of its Subsidiaries or any other materials or matters relating to this
      Agreement, the Notes or any of the transactions contemplated hereby
      (collectively, the “Communications”) available to the Lenders by posting
      such notices on Intralinks or a substantially similar electronic system (the
      “Platform”).  The Company acknowledges that (i) the
      distribution of material through an electronic medium is not necessarily secure
      and that there are confidentiality and other risks associated with such
      distribution, (ii) the Platform is provided “as is” and “as available” and (iii)
      neither the Agent nor any of its Affiliates warrants the accuracy, adequacy
      or
      completeness of the Communications or the Platform and each expressly disclaims
      liability for errors or omissions in the Communications or the
      Platform.  No warranty of any kind, express, implied or statutory,
      including, without limitation, 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 the Agent or any of its Affiliates
      in
      connection with the Platform.

     

    (c)           Each
      Lender agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communications have been posted to the
      Platform shall constitute effective delivery of such information, documents
      or
      other materials to such Lender for purposes of this Agreement; provided
      that if requested by any Lender the Agent shall deliver a copy of the
      Communications to such Lender by email or telecopier.  Each Lender
      agrees (i) to notify the Agent in writing of such Lender’s e-mail address to
      which a Notice may be sent by electronic transmission (including by electronic
      communication) on or before the date such Lender becomes a party to this
      Agreement (and from time to time thereafter to ensure that the Agent has on
      record an effective e-mail address for such Lender) and (ii) that any Notice
      may
      be sent to such e-mail address.

     

    SECTION
      10.03.  No
      Waiver; Remedies.  No
      failure on the part of any Lender or the Agent to exercise, and no delay in
      exercising, any right hereunder or under any Note shall operate as a waiver
      thereof; nor shall any single or partial exercise of any such right preclude
      any
      other or further exercise thereof or the exercise of any other
      right.  The remedies herein provided are cumulative and not exclusive
      of any remedies provided by law.

     

    
      
        
        

      

      
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    SECTION
      10.04.  Costs,
      Expenses and Taxes.  (a)  The
      Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
      of the Agent in connection with the preparation, execution, delivery,
      administration, modification and amendment of this Agreement, the Notes and
      the
      other documents to be delivered hereunder, including, without limitation, the
      reasonable fees and out-of-pocket expenses of outside counsel for the Agent
      with
      respect thereto and with respect to advising the Agent as to its rights and
      responsibilities under this Agreement, and all out-of-pocket costs and expenses
      of the Agent and the Lenders, if any (including, without limitation, reasonable
      fees and expenses of outside counsel for each Lender), in connection with the
      enforcement (whether through negotiations, legal proceedings or otherwise)
      of
      this Agreement, the Notes and the other documents to be delivered hereunder
      including, without limitation, reasonable fees and expenses of outside counsel
      for the Agent and each Lender in connection with the enforcement of rights
      under
      this Section 10.04(a).

     

    (b)  If
      any
      payment of principal of any Eurodollar Rate Advance is made by any Borrower
      to
      or for the account of a Lender other than on the last day of the Interest Period
      for such Advance, as a result of a payment pursuant to Section 2.09(b),
      acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
      other reason, such Borrower shall, upon demand by such Lender (with a copy
      of
      such demand to the Agent), pay to the Agent for the account of such Lender
      any
      amounts required to compensate such Lender for any additional losses, costs
      or
      expenses which it may reasonably incur as a result of such payment, including,
      without limitation, any loss (excluding loss of anticipated profits), cost
      or
      expense incurred by reason of the liquidation or reemployment of deposits or
      other funds acquired by any Lender to fund or maintain such
      Advance.  Each Lender demanding payment of such amount shall provide,
      at the time of making such demand, the applicable Borrower and the Agent with
      reasonable details, including the basis for the calculation thereof, of such
      increase, provided that, in the absence of manifest error, the amount so
      notified shall be conclusive and binding upon such Borrower.

     

    SECTION
      10.05.  Right
      of Set-off.  Upon
      (i) the occurrence and during the continuance of any Event of Default and (ii)
      the making of the request or the granting of the consent specified by Section
      6.01 to authorize the Agent to declare the Notes due and payable pursuant to
      the
      provisions of Section 6.01, each Lender is hereby authorized at any time and
      from time to time, to the fullest extent permitted by law, to set off and apply
      any and all deposits (general or special, time or demand, provisional or final)
      at any time held and other indebtedness at any time owing by such Lender to
      or
      for the credit or the account of any Borrower against any and all of the
      obligations of such Borrower now or hereafter existing under this Agreement
      and
      the other Loan Documents, whether or not such Lender shall have made any demand
      under this Agreement or the Note held by such Lender and although such
      obligations may be unmatured.  Each Lender agrees promptly to notify
      the applicable Borrower after any such set-off and application, provided
      that the failure to give such notice shall not affect the validity of such
      set-off and application.  The rights of each Lender under this Section
      are in addition to other rights and remedies (including, without limitation,
      other rights of set-off) that such Lender may have.

     

    
      
        
        

      

      
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    SECTION
      10.06.  Indemnification
      by Company.  The
      Company agrees to indemnify and hold harmless the Agent and each Lender (and
      each of their respective officers, agents, employees and directors) (each,
      an
“Indemnified Party”) from and against any and all claims, damages,
      liabilities, obligations, losses, penalties, actions, judgments, suits, costs,
      expenses and disbursements (including, without limitation, reasonable fees
      and
      disbursements of outside counsel) of any kind or nature whatsoever
      (“Claims”) which may be imposed on, incurred by or asserted against such
      Lender or any of its officers, agents, employees or directors (but excluding
      Claims of any Person resulting from such Person’s gross negligence or willful
      misconduct) in connection with or arising out of any investigation, litigation
      or proceeding (including, without limitation, any threatened investigation,
      litigation or proceeding or preparation of a defense in connection therewith)
      related to the Notes, this Agreement, any of the transactions contemplated
      herein or the actual or proposed use of the proceeds of the Advances, except
      to
      the extent such claim, damage, loss, liability or expense resulted from such
      Indemnified Party’s gross negligence or willful misconduct.  In the
      case of an investigation, litigation or other proceeding to which the indemnity
      in this Section 10.06 applies, such indemnity shall be effective whether or
      not
      such investigation, litigation or proceeding is brought by the Company, its
      directors, equityholders or creditors or an Indemnified Party or any other
      Person, whether or not any Indemnified Party is otherwise a party thereto and
      whether or not the transactions contemplated hereby are
      consummated.  Each Borrower also agrees not to assert any claim for
      special, indirect, consequential or punitive damages against the Agent, any
      Lender, any of their Affiliates, or any of their respective directors, officers,
      employees, attorneys and agents, on any theory of liability, arising out of
      or
      otherwise relating to the Notes, this Agreement, any of the transactions
      contemplated herein or the actual or proposed use of the proceeds of the
      Advances.

     

    SECTION
      10.07.  Governing
      Law.  This
      Agreement and the Notes shall be governed by, and construed in accordance with,
      the laws of the State of New York.

     

    SECTION
      10.08.  Execution
      in Counterparts.  This
      Agreement 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 one and
      the
      same agreement.  Delivery of an executed counterpart of a signature
      page to this Agreement by telecopier shall be effective as delivery of a
      manually executed counterpart of this Agreement.

     

    SECTION
      10.09.  Special
      Prepayment Right.  (a)  In
      the event that a Change of Control Date shall occur, the Company will, within
      10
      days after such Change of Control Date, give the Agent written notice thereof
      and describe in reasonable detail the facts and circumstances giving rise
      thereto, and the applicable Borrower will prepay, if any Lender shall so
      request, all of the Advances from such Lender plus interest accrued to the
      date
      of prepayment and any other fees and amounts as may then be payable by such
      Borrower to such Lender under this Agreement.  Said request (the
“Prepayment Notice”) shall be made by a Lender in writing not later than
      45 days after the Change of Control Date and shall specify (i) the date (the
      “Special Prepayment Date”) upon which each Borrower shall prepay the
      Advances made to it, which date shall be not less than 15 days nor more than
      45
      days from the date of the Prepayment Notice and (ii) the amount of the Advances
      to be prepaid.  In the event of such request, the Commitment(s) of
      such Lender to make Advances shall forthwith terminate.

     

    
      
        
        

      

      
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    (b)  On
      the
      Special Prepayment Date, each Borrower shall prepay all of the Advances of
      such
      Lender made to such Borrower plus interest accrued thereon to the Special
      Prepayment Date and such other fees and amounts as may then be payable by
      Borrower under this Agreement.  Payment shall be made as provided in
      this Agreement.

     

    (c)  For
      the
      purposes of this Section 10.09:

     

    (i)  the
      term
“Change of Control Date” shall mean (A) the first day on which any
      person, or group of related persons, has beneficial ownership of more than
      33
      1/3% of the outstanding voting stock of the Company or (B) the date immediately
      following the first date on which the members of the Board of Directors of
      the
      Company (the “Board”) at the commencement of any period of 730
      consecutive days (together with any other Directors whose appointment or
      election by the Board or whose nomination for election by the stockholders
      of
      the Company was approved by a vote of at least a majority of the Directors
      then
      in office who either were Directors at the beginning of such period or whose
      appointment or election or nomination for election was previously so approved)
      shall cease to constitute a majority of the Board at the end of such period;
      provided, however, that a Change of Control Date shall not be
      deemed to have occurred under clause (A) hereof if (x) the Company shall have
      merged or disposed of a portion of its assets in compliance with the
      requirements of subsection 5.02(c) hereof within 10 days after the acquisition
      of such beneficial ownership shall have occurred and (y) no person or group
      of
      related persons shall have beneficial ownership of more than 33 1/3% of the
      outstanding voting stock of the Company after such merger or
      disposition.

     

    (ii)  the
      term
“voting stock” shall mean stock of any class or classes (however
      designated) having ordinary voting power for the election of a majority of
      the
      directors of the Company other than stock having such power only by reason
      of a
      contingency.

     

    SECTION
      10.10.  Jurisdiction,
      Etc.  (a)  Each
      of the parties hereto hereby irrevocably and unconditionally submits, for itself
      and its property, to the nonexclusive jurisdiction of any New York State court
      or federal court of the United States of America sitting in New York City,
      and
      any appellate court from any thereof, in any action or proceeding arising out
      of
      or relating to this Agreement or any of the other Loan Documents, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in any such New York
      State
      court or, to the extent permitted by law, in such federal court.  Each
      Borrower hereby further irrevocably consents to the service of process in any
      action or proceeding in such courts by the mailing thereof by any parties hereto
      by registered or certified mail, postage prepaid, to such Borrower at the
      address of the Company specified pursuant to Section 10.02.  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 shall affect any right that any party may otherwise have to bring
      any
      action or proceeding relating to this Agreement or any of the other Loan
      Documents in the courts of any jurisdiction.

     

    (b)           Each
      of the parties hereto irrevocably and unconditionally waives, to the fullest
      extent it may legally and effectively do so, any objection that it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Agreement or any of the other Loan Documents in
      any
      New York State or federal court sitting in New York City.  Each of the
      parties hereto hereby irrevocably waives, to the fullest extent permitted by
      law, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding in any such court.

     

    
      
        
        

      

      
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    SECTION
      10.11.  No
      Liability of the Issuing Banks.  The
      Company assumes all risks of the acts or omissions of any beneficiary or
      transferee of any Letter of Credit with respect to its use of such Letter of
      Credit.  Neither any Issuing Bank nor any of its officers or directors
      shall be liable or responsible for:  (a) the use that may be made of
      any Letter of Credit or any acts or omissions of any beneficiary or transferee
      in connection therewith; (b) the validity, sufficiency or genuineness of
      documents, or of any endorsement thereon, even if such documents should prove
      to
      be in any or all respects invalid, insufficient, fraudulent or forged; (c)
      payment by an Issuing Bank against presentation of documents that do not comply
      with the terms of a Letter of Credit, including failure of any documents to
      bear
      any reference or adequate reference to the Letter of Credit; or (d) any other
      circumstances whatsoever in making or failing to make payment under any Letter
      of Credit, except that the Company shall have a claim against an Issuing Bank,
      and such Issuing Bank shall be liable to the Company, to the extent of any
      direct, but not consequential, damages suffered by the Company that were caused
      by (i) such Issuing Bank’s willful misconduct or gross negligence in determining
      whether documents presented under any Letter of Credit comply with the terms
      of
      the Letter of Credit or (ii) such Issuing Bank’s willful failure to make
      lawful payment under a Letter of Credit after the presentation to it of a draft
      and certificates strictly complying with the terms and conditions of the Letter
      of Credit.  In furtherance and not in limitation of the foregoing,
      each Issuing Bank 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.

     

    SECTION
      10.12.  Confidentiality.  Each
      of the Agent and the Lenders expressly agrees, for the benefit of the Company
      and its Subsidiaries, to maintain the confidentiality of the Confidential
      Information, except that Confidential Information may be disclosed (a) to its
      and its Affiliates’ directors, officers, employees and agents, including
      accountants, legal counsel and other advisors (it being understood that the
      Persons to whom such disclosure is made will be informed of the confidential
      nature of such Confidential Information and instructed to keep such Confidential
      Information confidential), (b) to the extent requested by any regulatory
      authority, (c) to the extent required by applicable laws or regulations or
      by
      any subpoena or similar legal process, (d) to any other party to this Agreement,
      (e) in connection with the exercise of any remedies hereunder or any suit,
      action or proceeding relating to this Agreement or the enforcement of rights
      hereunder, (f) subject to an express agreement for the benefit of the Company
      and its Subsidiaries containing provisions substantially the same as those
      of
      this Section, to any Eligible Assignee of or participant in, or any prospective
      assignee of or participant in, any of its rights or obligations under this
      Agreement, (g) with the consent of the Company or (h) to the extent such
      Confidential Information (i) becomes publicly available other than as a result
      of a breach of this Section or (ii) becomes available to the Agent or any Lender
      on a nonconfidential basis from a source other than the Company or any of its
      Subsidiaries.  For the purposes of this Section, “Confidential
      Information” means all information, including material nonpublic information
      with the meaning of Regulation FD promulgated by the SEC (“Regulation
      FD”), received from the Company or its Subsidiaries relating to such
      entities or their respective businesses, other than any such information that
      is
      available to the Agent or any Lender on a nonconfidential basis prior to
      disclosure by such entities; provided, that such information is clearly
      identified at the time of delivery as confidential.  Any Person
      required to maintain the confidentiality of Confidential Information as provided
      in this Section shall be considered to have compiled 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 customarily accords to its
      own confidential information; provided, however, that with respect to
      disclosures pursuant to clauses (b) and (c) of this Section, unless prohibited
      by law or applicable court order, each Lender and the Agent shall attempt to
      notify the Company of any request by any governmental agency or representative
      thereof or other Person for disclosure of Confidential Information after receipt
      of such request, and if reasonable, practicable and permissible, before
      disclosure of such Confidential Information.  It is understood and
      agreed that the Company, its Subsidiaries and their respective Affiliates may
      rely upon this Section for any purpose, including without limitation to comply
      with Regulation FD.

     

    
      
        
        

      

      
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    SECTION
      10.13.  Patriot
      Act.  Each
      Lender hereby notifies each 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 each borrower, guarantor or grantor (the “Loan Parties”), which
      information includes the name and address of each Loan Party and other
      information that will allow such Lender to identify such Loan Party in
      accordance with the Act.

     

    SECTION
      10.14.  Judgment.
      (a)  If for the purposes of obtaining judgment in any court it is
      necessary to convert a sum due hereunder in one currency into another currency,
      the parties hereto agree, to the fullest extent that they may effectively do
      so,
      that the rate of exchange used shall be that at which in accordance with normal
      banking procedures the Agent could purchase the first currency with such other
      currency at Citibank's principal office in London at 11:00 A.M. (London time)
      on
      the Business Day preceding that on which final judgment is given.

     

    (b)           The
      obligation of any Borrower in respect of any sum due from it in any currency
      (the "Primary Currency") to any Lender or the Agent hereunder shall,
      notwithstanding any judgment in any other currency, be discharged only to the
      extent that on the Business Day following receipt by such Lender or the Agent
      (as the case may be), of any sum adjudged to be so due in such other currency,
      such Lender or the Agent (as the case may be) may in accordance with normal
      banking procedures purchase the applicable Primary Currency with such other
      currency; if the amount of the applicable Primary Currency so purchased is
      less
      than such sum due to such Lender or the Agent (as the case may be) in the
      applicable Primary Currency, each Borrower agrees, as a separate obligation
      and
      notwithstanding any such judgment, to indemnify such Lender or the Agent (as
      the
      case may be) against such loss, and if the amount of the applicable Primary
      Currency so purchased exceeds such sum due to any Lender or the Agent (as the
      case may be) in the applicable Primary Currency, such Lender or the Agent (as
      the case may be) agrees to remit to such Borrower such excess.

     

    
      
        
        

      

      
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    SECTION
      10.15.  Waiver
      of Jury Trial.  Each
      of the Borrowers, the Agent and the Lenders hereby irrevocably waives all right
      to trial by jury in any action, proceeding or counterclaim (whether based on
      contract, tort or otherwise) arising out of or relating to this Agreement or
      any
      of the other Loan Documents or the actions of the Agent or any Lender in the
      negotiation, administration, performance or enforcement thereof.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.

     

    
      	
               

            	
              Borrowers

            


    

    


    OLIN
      CORPORATION

    


    By:  /s/
      Stephen C. Curley

    Name:  Stephen
      C.
      Curley

    Title:    Vice
      President & Treasurer

    


    PCI
      CHEMICALS CANADA COMPANY/SOCIÉTÉ PCI CHIMIE CANADA

    .

    


    By:  /s/
      Stephen C. Curley

    Name:  Stephen
      C.
      Curley

    Title:    Vice
      President & Treasurer

    


    
      	
               

            	
              Agent

            


    

    


    CITIBANK,
      N.A., as Agent

    


    By:   /s/
      Shannon A.
      Sweeney                                                             

    Name: 
Shannon
      A.
      Sweeney

    Title:   
Vice
      President

    


    
      	
               

            	
              Lenders

            


    

    


    
      	
               

            	
              CITIBANK,
                N.A. as a US Lender and a Canadian
                Lender

            


    

    


    By:  /s/
      Shannon A.
      Sweeney                                                                                                                            

    Name: 
Shannon
      A.
      Sweeney

    Title:   
Vice
      President

    


    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              CITIBANK,
                N.A. CANADIAN BRANCH, as a Canadian
                Lender

            


    

    


    By:   /s/
      Niyousha Zarinpour                                                              

    Name: 
Niyousha
      Zarinpour

    Title:   
Authorized
      Signer

    


    
      	
               

            	
              BANK
                OF AMERICA, N.A., as a US Lender and a Canadian
                Lender

            


    

    


    By:   /s/
      Philip J.
      Lynch                                                          

    Name:
      Philip J. Lynch

    Title:  
Vice
      President

    


    BANK
      OF
      AMERICA, N.A., CANADIAN BRANCH, as a Canadian Lender

    


    By:  /s/
      Medina Sales De
      Andrade                                                            

    Name: 
Medina
      Sales De
      Andrade                                                            

    Title:   
Vice
      President

    


    
      	
               

            	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION, as a US Lender and an Issuing
                Bank

            


    

    


    By:  /s/
      Barbara Van
      Meerten                                                       

    Name: 
Barbara
      Van
      Meerten                                                       

    Title:   
      Director

    


    
      	
               

            	
              NATIONAL
                CITY BANK, as a US Lender

            


    

    


    By:   /s/
      S. Farris
      Tzinberg                                                         

    Name: 
S.
      Farris
      Tzinberg                                                         

    Title:   
Vice
      President

    


    
      	
               

            	
              THE
                NORTHERN TRUST COMPANY, as a US
                Lender

            


    

    


    By:  /s/
      David E.
      Graham                                                       

    Name: 
David
      E.
      Graham                                                       

    Title:   
Second
      Vice
      President

    


    
      	
               

            	
              SOVEREIGN
                BANK

            


    

    


    By:  /s/
      Devin
      Hawthorne                                                             

    Name: 
Devin
      Hawthorne                                                             

    Title:   
Asst.
      Vice
      President

     

    
      
        
        

      

      
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