Exhibit
4.11.1





FIRST
AMENDMENT TO CREDIT AGREEMENT AND WAIVER





THIS
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as
of March23, 2009
is by and among APPLETON PAPERS INC., a Delaware corporation (the “U.S. Borrower”),
PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation (“Holdings”), certain
subsidiaries of Holdings identified on the signature pages hereto as Guarantors,
the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer.





W I T N E
S S E T H





WHEREAS,
the U.S. Borrower, Bemrosebooth Limited, a company organized under the laws of
the United Kingdom,certain Subsidiaries of
the U.S. Borrower party thereto, Holdings, the Lenders party thereto and the
Administrative Agent entered into that certain Credit Agreement dated as of June
5, 2007 (as modified by this Amendment and as may be further amended, restated,
modified or supplemented from time to time, the “Credit
Agreement”);





WHEREAS, the U.S. Borrower has notified
the Administrative Agent that an Event of Default exists under Section 8.01(c)
of the Credit Agreement arising from Holding’s and the U.S. Borrower’s failure
to comply with the financial covenant set forth in Section 7.01(a) of the Credit
Agreement (Consolidated Leverage Ratio) as of December 31, 2008 (the “Existing Event of
Default”);





WHEREAS,
the U.S. Borrower has notified the Administrative Agent of defaults that are
anticipated to arise from Holding’s and the U.S. Borrower’s failure to comply
with the financial covenants set forth in (i) Section 7.01(a) of the Credit
Agreement (Consolidated Leverage Ratio) and (ii) Section 7.01(b) of the Credit
Agreement (Consolidated Interest Coverage Ratio);





WHEREAS,
Holdings and the U.S. Borrower has requested that the Lenders (i) waive the
Existing Event of Default and (ii) amend the Credit Agreement to modify certain
provisions contained therein; and





WHEREAS,
the Required Lenders have agreed to waive the Existing Event of Default and
amend the Credit Agreement on the terms and subject to the conditions set forth
herein.





NOW, THEREFORE, IN CONSIDERATION of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:





1.           Defined
Terms.  Capitalized terms used herein but not otherwise defined
herein shall have the meanings provided to such terms in the Credit Agreement,
as amended hereby.


1





2.           Estoppel, Acknowledgement
and Reaffirmation.  The Loan Parties hereby acknowledge and
agree that, as of March23, 2009, (i) the
Existing Event of Default currently exists and has not previously been waived by
the Lenders or the Administrative Agent and (ii) the total outstanding amount of
principal, interest and fees owing on the Loans is not less than
$351,342,974.85(of
which (i) $221,625,000 is the current outstanding principal amount of the Term B
Loan, (ii) $1,296,100.88 is the amount of interest accrued but not yet due and
owing on the Term B Loan, (iii) $127,584,000 is the total outstanding principal
amount of the Revolving Credit Loans and Swing Line Loans, (iv) $762,187.21 is
the amount of interest accrued but not yet due and owing on the Revolving Credit
Loans and Swing Line Loans, (v) $65,922.62 is the amount of the Letter of Credit
Fees accrued but not yet due and owing and (vi) $9,764.14 is the amount of the
Commitment Fees accrued but not yet due and owing), which amounts constitute
valid and subsisting obligations of the U.S. Borrower to the Lenders that are
not subject to any credits, offsets, defenses, claims, counterclaims or
adjustments of any kind.  Each of the Loan Parties hereby acknowledge
their obligations under the respective Loan Documents to which they are
party.





3.           Waiver.  The
Required Lenders and the Administrative Agent hereby waive the Existing Event of
Default; provided that the
foregoing waiver shall not be deemed to modify or affect the obligations of
Holdings and the U.S. Borrower to comply with each and every other obligation
under the Credit Agreement and the other Loan Documents from and after the date
hereof.  This waiver is a one-time waiver and shall not be construed
to be a waiver of any other Default or Event of Default that may currently exist
or occur hereafter.





4.           Amendments.  Subject
to the satisfaction of the conditions precedent set forth in Section 5 hereof, as
of the First Amendment Effective Date the Credit Agreement (together with
certain Schedules attached thereto) is amended as follows:





(a)           the
Credit Agreement (but excluding the Schedules and Exhibits) is amended in its
entirety to read in the form of such Credit Agreement attached hereto as Exhibit A to this
Amendmentand





(b)           Schedules
1.01(c) [Mortgaged Properties], 5.08 [Real Property] and 5.15 [Subsidiaries] are
hereby deleted in their entirety and replaced with the respective Schedules
attached hereto as Annex I.





5.           Condition Precedent to
Effectiveness.  This Amendment shall become effective as of the
date hereof upon the satisfaction of the following conditions (the “First Amendment Effective
Date”):





(a)           Execution of Counterparts of
Amendment.  Receipt by the Administrative Agent of counterparts
of this Amendment duly executed by the U.S. Borrower, Holdings, the Guarantors,
the Administrative Agent and the Required Lenders.


2





(b)           Fees.  The
payment by the U.S. Borrower to the Administrative Agent (or one if its
Affiliates, as applicable) of (i) an amendment fee for the benefit of each
Lender who delivers to the Administrative Agent a signature page to this
Amendment on or before 5:00 p.m. Eastern time on Friday, March 20, 2009 equal to
50.0 basis points on the aggregate principal amount of such Lender’s Commitment
and outstanding Term B Loans as in effect on such date and (ii) all other fees
required to be paid on or before the First Amendment Effective
Date.





(c)           Attorney
Costs.  The U.S. Borrower shall have paid all reasonable fees,
expenses and disbursements of counsel to the Administrative Agent to the extent
invoiced prior to or on the First Amendment Effective Date, plus such additional
amounts of reasonable fees, expenses and disbursements of counsel to the
Administrative Agent as shall constitute its reasonable estimate of reasonable
fees, expenses and disbursements of counsel to the Administrative Agent incurred
or to be incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the
U.S. Borrower and the Administrative Agent).





(d)           Accuracy of Representations
and Warranties.  After giving effect to this Amendment, the
representations and warranties of the Loan Parties contained in Section 6 of this
Amendment,  Article V of the
Credit Agreement or any other Loan Document, or which are contained in any
document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects (or, if the applicable
representation and warranty is already subject to a materiality standard, shall
be true and correct in all respects) on and as of the First Amendment Effective
Date, except to the extent that such representations and warranties expressly
refer to an earlier date, in which case they shall be true and correct in all
material respects (or, if the applicable representation and warranty is already
subject to a materiality standard, shall be true and correct in all respects) as
of such date.





(e)           No
Default.  Other than the Existing Event of Default, no Default
shall exist and be continuing as of the First Amendment Effective
Date.





(f)           Updated
Information.  The U.S. Borrower shall have delivered to the
Administrative Agent (i) an update to the information set forth on Schedule 5.08
to the Credit Agreement and (ii) a list of all currently existing Deposit
Accounts and Securities Accounts (as such terms are defined in the
Guarantee and Collateral Agreement) of the Loan Parties, together with an
indication of which accounts, if any, constitute Permitted Unperfected Accounts
(as defined in the Guarantee and Collateral Agreement).


3





6.           Representations and
Warranties.  Each of the Loan Parties hereby represents and
warrants that (a) it has the power and authority, and legal right, to make,
deliver and perform this Amendment, (b) it has taken all necessary
organizational action to authorize the execution, delivery and performance this
Amendment, (c) no consent or authorization of, filing with, notice to or other
act by or in respect of, or order of, any Governmental Authority or any other
Person is required in connection with the execution, delivery or performance by
it of this Amendment, except consents which have been obtained or made and are
in full force and effect, (d) the execution, delivery and performance of this
Amendment will not violate any material Requirement of Law or Contractual
Obligation of Holdings, the U.S. Borrower or any of its Subsidiaries and will
not result in, or require, the creation or imposition of any Lien on any of
their respective properties or revenues pursuant to any such Requirements of Law
or any such Contractual Obligation, (e) the representations and warranties
contained in Article V of the Credit Agreement are true and correct in all
material respects on and as of the date hereof as though made on and as of such
date (except for those which expressly relate to an earlier date, in which case
they are true and correct in all material respects as of such date) and (f) no
Default or Event of Default exists under the Credit Agreement on and as of the
date hereof and after giving effect to this Amendment, or will occur as a result
of the transactions contemplated hereby.





7.           No Other Changes;
Ratification.  Except as expressly modified or waived hereby,
all of the terms and provisions of the Credit Agreement (including schedules and
exhibits thereto) and the other Loan Documents shall remain in full force and
effect.  The term “this Agreement” or “Credit Agreement” and all
similar references as used in each of the Loan Documents shall hereafter mean
the Credit Agreement as amended by this Amendment.  This Amendment
shall constitute a “Loan Document” under, and as defined in, the Credit
Agreement.  Except as herein specifically agreed, the Credit Agreement
is hereby ratified and confirmed and shall remain in full force and effect
according to its terms.  This Amendment shall be effective only to the
extent specifically set forth herein and shall not (i) be construed as a waiver
of any breach or default other than as specifically waived herein nor as a
waiver of any breach or default of which the Lenders have not been informed by
Holdings or the U.S. Borrower, (ii) affect the right of the Lenders to demand
compliance by Holdings or the U.S. Borrower with all terms and conditions of the
Credit Agreement in all other instances, (iii) be deemed a waiver of any
transaction or future action on the part of Holdings or the U.S. Borrower
requiring the Lenders’ or the Required Lenders’ consent or approval under the
Credit Agreement, or (iv) be deemed or construed to be a wavier or release of,
or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any
rights or remedies under the Credit Agreement or any other document executed or
delivered in connection therewith, whether arising as a consequence of any Event
of Default which may now exist or otherwise, all such rights and remedies hereby
being expressly reserved.





8.           Expenses.  The
U.S. Borrower agrees to pay all reasonable costs and expenses in connection with
the preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and expenses of Moore & Van Allen PLLC,
special counsel to the Administrative Agent.


4





9.           Acknowledgment of
Guarantors.  The Guarantors acknowledge and consent to all of
the terms and conditions of this Amendment and agree that this Amendment and any
documents executed in connection herewith do not operate to reduce or discharge
the Guarantors’ obligations under the Guarantee and Collateral Agreement or the
other Loan Documents.





10.           Affirmation of Liens.
Each Loan Party affirms the liens and security interests created and granted by
it in the Loan Documents (including, but not limited to, the Guarantee and
Collateral Agreement) and agrees that this Amendment shall in no manner
adversely affect or impair such liens and security interests.





11.           Release.  In
consideration of the Administrative Agent and the Lenders entering into this
Amendment on behalf of the Lenders, the Loan Parties hereby release the
Administrative Agent, each of the Lenders, and the Administrative Agent's and
each of the Lenders' respective Affiliates, officers, employees,
representatives, agents, counsel and directors from any and all actions, causes
of action, claims, demands, damages and liabilities of whatever kind or nature,
in law or in equity, now known or unknown, suspected or unsuspected to the
extent that any of the foregoing arises from any action or failure to act solely
in connection with the Loan Documents on or prior to the date
hereof.





12.           Counterparts;
Facsimile/Email.  This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.  Delivery of an
executed counterpart of this Amendment by telecopy or electronic mail by any
party hereto shall be effective as such party’s original executed
counterpart.





13.           Governing
Law.  This Amendment shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of New York.





14.           Entirety. This
Amendment and the other Loan Documents embody the entire agreement between the
parties and supersede all prior agreements and understandings, if any, relating
to the subject matter hereof.  These Loan Documents represent the
final agreement between the parties and may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements of the
parties.  There are no oral agreements between the
parties.











[SIGNATURE
PAGES FOLLOW]








5


IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above
written.





U.S.
BORROWER:


APPLETON
      PAPERS INC.By:
              /s/
      Thomas J. FerreeName:
              Thomas
      J. FerreeTitle:
              Vice
      President Finance, Chief Financial Officer &
  Treasurer





HOLDINGS:


PAPERWEIGHT
      DEVELOPMENT CORP.By:
              /s/
      Thomas J. FerreeName:
              Thomas
      J. FerreeTitle:
              Chief
      Financial Officer &
Treasurer








GUARANTORS:


AMERICAN
      PLASTICS COMPANY, INC.By:
              /s/
      Thomas J. FerreeName:
              Thomas
      J. FerreeTitle:
              Vice
      President Finance & Chief Financial Officer &
      Treasurer





C&H
      PACKAGING COMPANY, INC.By:
              /s/
      Thomas J. FerreeName:
              Thomas
      J. FerreeTitle:
              Vice
      President Finance & Chief Financial Officer &
      Treasurer





NEW
      ENGLAND EXTRUSION INC.By:
              /s/
      Thomas J. FerreeName:
              Thomas
      J. FerreeTitle:
              Vice
      President Finance & Chief Financial Officer &
      Treasurer





PDC
      CAPITAL CORPORATIONBy:
              /s/
      Patrick J. JermainName:
              Patrick
      J. JermainTitle:
              President


6


ROSE
      HOLDINGS LIMITEDBy:
              /s/
      Thomas J. FerreeName:
              Thomas
      J. FerreeTitle:
              Director








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7





ADMINISTRATIVE


AGENT:


BANK
      OF AMERICA, N.A.,
                as
      Administrative AgentBy:
              /s/
      Roseanne ParsillName:
              Roseanne
      ParsillTitle:
              Assistant
      Vice President








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LENDERS:


BANK
      OF AMERICA, N.A.,
                as
      a Lender, L/C Issuer and Swing Line LenderBy:
              /s/
      Steven K. KesslerName:
              Steven
      K. KesslerTitle:
              Senior
      Vice President





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BANK
      OF AMERICA, N.A.,
                American
      International Group, Inc.
                By:
      AIG GLOBAL INVESTMENT CORP., ITS INVESTMENT ADVISER, as a
      LenderBy:
              /s/
      Steven S. OhName:
              Steven
      S. OhTitle:
              Managing
      Director








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BALTIC
      FUNDING LLC,
                as
      a LenderBy:
              /s/
      Tara E. KennyName:
              Tara
      E. KennyTitle:
              Assistant
      Vice President








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BANC
      INVESTMENT GROUP, LLC,
                AS
      AGENT FOR PACIFIC COAST BANKERS’ BANK,
                as
      a LenderBy:
              /s/
      Chris NicholsName:
              Chris
      NicholsTitle:
              President
      & CEO











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BIG
      SKY III SENIOR LOAN TRUST
                BY:
      EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President








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Bushnell
      Loan Fund II, Ltd,
                as
      a LenderBy:
              /s/
      Roy HykalName:
              Roy
      HykalTitle:
              Attorney-in-Fact








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Eastland
      CLO, Ltd.
                By:
      Highland Capital Management, L.P.
                As
      Collateral Manager
                By:
      Strand Advisors, Inc.,
                Its
      General PartnerBy:
              /s/
      Michael ColvinName:
              Michael
      ColvinTitle:
              Strand
      Advisors, Inc., General Partner of Highland Capital Management,
      L.P.








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Eaton
      Vance CDO IX Ltd.
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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Eaton
      Vance CDO VIII, Ltd.
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President








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Eaton
      Vance Floating-Rate Income Trust
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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Eaton
      Vance Institutional Senior Loan Fund
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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19


Eaton
      Vance
                Limited
      Duration Income Fund
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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Eaton
      Vance Medallion Floating-Rate Income Portfolio
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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21


Eaton
      Vance Senior Floating-Rate Trust
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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22


Eaton
      Vance Senior Income Trust
                By:
      Eaton Vance Management
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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23


Eaton
      Vance
                VT
      Floating-Rate Income Fund
                as
      Investment Advisor,
                as
      a LenderBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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24


Emerald
      Orchard Limited,
                as
      a LenderBy:
              /s/
      Joel RussellName:
              Joel
      RussellTitle:
              Authorized
      Signatory





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25


Fairview
      Funding, LLC,
                as
      a LenderBy:
              /s/
      Emilie RoviaroName:
              Emilie
      RoviaroTitle:
              As
      Attorney-in-Fact





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26


Fairview
      Loan Funding Company
                By:
      Pacific Investment Management Company LLC,
                as
      its Investment Advisor,By:
              /s/
      Arthur Y.D. OngName:
              Arthur
      Y.D. OngTitle:
              Executive
      Vice President





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FifthThird
      Bank, a Michigan banking corporation,
                as
      a LenderBy:
              /s/
      Elizabeth A. DiColaName:
              Elizabeth
      A. DiColaTitle:
              Vice
      President





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28


First
      Trust/Four Corners Senior
                Floating
      Rate Income Fund
                By:
      Four Corners Capital Management, LLC,
                As
      Sub-AdviserBy:
              /s/
      John HeitkemperName:
              John
      HeitkemperTitle:
              Vice
      President





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29


First
      Trust/Four Corners Senior
                Floating
      Rate Income Fund II
                By:
      Four Corners Capital Management, LLC,
                As
      Sub-AdviserBy:
              /s/
      John HeitkemperName:
              John
      HeitkemperTitle:
              Vice
      President





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30


Four
      Corners CLO III, Ltd
                By:
      Four Corners Capital Management, LLC,
                As
      Collateral ManagerBy:
              /s/
      John HeitkemperName:
              John
      HeitkemperTitle:
              Vice
      President





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31


Galaxy
      CLO 2003-1, Ltd.
                By:
      AIG Global Investment Corp., Inc.
                Its
      Collateral Manager,
                as
      a LenderBy:
              /s/
      Steven S. OhName:
              Steven
      S. OhTitle:
              Managing
      Director








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32


Galaxy
      III CLO, Ltd.
                By:
      AIG Global Investment Corp., Inc.
                Its
      Collateral Manager,
                as
      a LenderBy:
              /s/
      Steven S. OhName:
              Steven
      S. OhTitle:
              Managing
      Director





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33


Galaxy
      VI CLO Ltd.
                By:
      AIG Global Investment Corp., Inc.
                Its
      Collateral Manager,
                as
      a LenderBy:
              /s/
      Steven S. OhName:
              Steven
      S. OhTitle:
              Managing
      Director








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34


GENERAL
      ELECTRIC CAPITAL CORPORATION,
                as
      a LenderBy:
              /s/
      Sean McWhinnieName:
              Sean
      McWhinnieTitle:
              Duly
      Authorized Signatory





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35


Gleneagles
      CLO, Ltd.
                By:
      Highland Capital Management, L.P.,
                As
      Collateral Manager
                By:
      Strand Advisors, Inc., Its General PartnerBy:
              /s/
      Michael ColvinName:
              Michael
      ColvinTitle:
              Secretary,
      Strand Advisors, Inc., General Partner of Highland Capital Management,
      L.P.





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36


Grayson
      & Co
                By:
      Boston Management and Research,
                As
      Investment AdvisorBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





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37


GSC
      Investment Corp. CLO 2007 LTD
                By:
      GSCP (NJ), L.P., as Investment Advisor to GSC Investment Corp
                By:
      GSCP (NJ), Inc., its general partnerBy:
              /s/
      Seth KatzensteinName:
              Seth
      KatzensteinTitle:
              Authorized
      Signatory GSC Group





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38


LENDER:
                
                GULF
      STREAM COMPASS CLO 2004-9 LTD
                By:
      Gulf Stream Asset Management LLC
                As
      Collateral ManagerBy:
              /s/
      Mark AbrahmName:
              Mark
      AbrahmTitle:
              Head
      of Trading





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39


Hartford
      Institutional Trust, on behalf of its Floating Rate Bank Loan
      Series
                By:
      Hartford Investment Management
                Company,
      its Investment Manager,
                as
      a LenderBy:
              /s/
      Carlos FezedName:
              Carlos
      FezedTitle:
              SVP





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40


Hartford
      Life Insurance Company
                By:
      Hartford Investment Management
                Company,
      its Agent and Attorney-in-Fact,
                as
      a LenderBy:
              /s/
      Carlos FezedName:
              Carlos
      FezedTitle:
              Senior
      Vice President








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41


Jasper
      CLO, Ltd.
                By:
      Highland Capital Management, L.P.,
                As
      Collateral Manager
                By:
      Strand Advisors, Inc., Its General PartnerBy:
              /s/
      Michael ColvinName:
              Michael
      ColvinTitle:
              Secretary
      Strand Advisors, Inc.
                General
      Partner of Highland Capital Management,
L.P.





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42


LCM
      LIMITED PARTNERSHIP
                By:
      Lyon Capital Management LLC,
                As
      Collateral ManagerBy:
              /s/
      Sophie A. VenonName:
              Sophie
      A. VenonTitle:
              Portfolio
      Manager





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43


LCM
      II LIMITED PARTNERSHIP
                By:
      Lyon Capital Management LLC,
                As
      Collateral ManagerBy:
              /s/
      Sophie A. VenonName:
              Sophie
      A. VenonTitle:
              Portfolio
      Manager





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


44


LCM
      III, Ltd.
                By:
      Lyon Capital Management LLC,
                As
      Collateral ManagerBy:
              /s/
      Sophie A. VenonName:
              Sophie
      A. VenonTitle:
              Portfolio
      Manager





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OF PAGE INTENTIONALLY LEFT BLANK]


45


LCM
      IV, Ltd.
                By:
      Lyon Capital Management LLC,
                As
      Collateral ManagerBy:
              /s/
      Sophie A. VenonName:
              Sophie
      A. VenonTitle:
              Portfolio
      Manager





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OF PAGE INTENTIONALLY LEFT BLANK]


46


LCM
      V LTD
                By:
      Lyon Capital Management LLC,
                As
      Collateral ManagerBy:
              /s/
      Sophie A. VenonName:
              Sophie
      A. VenonTitle:
              Portfolio
      Manager





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OF PAGE INTENTIONALLY LEFT BLANK]


47


LCM
      VI, Ltd.
                By:
      Lyon Capital Management LLC,
                As
      Collateral ManagerBy:
              /s/
      Sophie A. VenonName:
              Sophie
      A. VenonTitle:
              Portfolio
      Manager





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OF PAGE INTENTIONALLY LEFT BLANK]


48


LIGHTPOINT
      CLO VIII, LTD.
                as
      a LenderBy:
              /s/Colin
      DonlanName:
              Colin
      DonlanTitle:
              Senior
      Vice President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


49


Loan
      Funding III LLC
                By:
      Pacific Investment Management
                Company
      LLC, as its Investment AdvisorBy:
              /s/
      Arthur Y.D. OngName:
              Arthur
      Y.D. OngTitle:
              Executive
      Vice President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


50


Loan
      Star State Trust
                By:
      Highland Capital Management, L.P.,
                As
      Collateral Manager
                By:
      Strand Advisors, Inc., Its Investment AdvisorBy:
              /s/
      Michael ColvinName:
              Michael
      ColvinTitle:
              Secretary,
      Strand Advisors, Inc.
                General
      Partner of Highland Capital
                Management,
      L.P.





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


51


M&I
      MARSHALL & ILSLEY BANK,
                As
      a LenderBy:
              /s/
      Leo D. FreemanName:
              Leo
      D. FreemanTitle:
              Senior
      Vice PresidentBy:
              /s/
      Daniel A. DefnetName:
              Daniel
      A. DefnetTitle:
              Senior
      Vice President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


52


Mayport
      CLO Ltd.
                By:
      Pacific Investment Management Company LLC
                As
      its Investment AdvisorBy:
              /s/
      Arthur Y.D. OngName:
              Arthur
      Y.D. OngTitle:
              Executive
      Vice President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


53


Mountain
      View Funding CLO 2006-I Ltd.
                By:
      Seix Investment Advisors LLC, as
                Collateral
      Manager
                
                Mountain
      View CLO II Ltd.
                By
      Seix Investment Advisors LLC, as
                Collateral
      Manager
                
                As
      LendersBy:
              /s/
      George GoudeliasName:
              George
      GoudeliasTitle:
              Managing
      Director





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


54


Muir
      Grove CLO, Ltd.
                By:
      Tall Tree Investment Management, LLC
                As
      Collateral ManagerBy:
              /s/
      Douglas L. WinchellName:
              Douglas
      L. WinchellTitle:
              Officer





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


55


NYLIM
      Flatiron CLO 2006-I Ltd.
                By:
      New York Life Investment LLC,
                As
      Collateral Manager and Attorney-in-FactBy:
              /s/
      Arthur TorreyName:
              Arthur
      TorreyTitle:
              Director





MainStay
      Floating Rate Fund, a series of Eclipse Funds Inc. by: New York Life
      Investment Management LLCBy:
              /s/
      Arthur TorreyName:
              Arthur
      TorreyTitle:
              Director





New
      York Life Insurance CompanyBy:
              /s/
      Arthur TorreyName:
              Arthur
      TorreyTitle:
              Corporate
      VP





New
      York Life Insurance and Annuity Corporation
                By:
      New York Life Investment Management LLC,
                Its
      Investment ManagerBy:
              /s/
      Arthur TorreyName:
              Arthur
      TorreyTitle:
              Director





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


56


The
      Norinchukin Bank, New York Branch
                through
      State Street Bank and Trust
                Company
      N.A. as Fiduciary Custodian
                BY:
      Eaton Vance Management, Attorney-in-factBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


57


ORIX
      FINANCE CORP.,
                As
      a LenderBy:
              /s/
      Christopher L. SmithName:
              Christopher
      L. SmithTitle:
              Managing
      Director





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


58


Portola
      CLO, Ltd.
                By:
      Pacific Investment Management Company LLC
                as
      its Investment AdvisorBy:
              /s/
      Arthur Y.D. OngName:
              Arthur
      Y.D. OngTitle:
              Executive
      Vice President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


59


SENIOR
      DEBT PORTFOLIO
                By:
      Boston Management and Research
                as
      Investment AdvisorBy:
              /s/
      Scott H. PageName:
              Scott
      H. PageTitle:
              Vice
      President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


60


SF-3
      Segregated Portfolio, a segregated Portfolio of Shiprock Finance, SPC,
      for
                which
      Shiprock Finance, SPC is acting on
                behalf
      of and for the account of SF-3
                Segregated
      Portfolio,
                as
      a LenderBy:
              /s/
      Sean BresnahanName:
              Sean
      BresnahanTitle:
              Assistant
      Vice President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


61


SFR,
      LTD
                By:
      Four Corners Capital Management, LLC
                As
      Collateral ManagerBy:
              /s/
      John HeitkemperName:
              John
      HeitkemperTitle:
              Vice
      President








[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


62


Southport
      CLO, Limited
                By:
      Pacific Investment Management Company LLC
                As
      its Investment AdvisorBy:
              /s/
      Arthur Y.D. OngName:
              Arthur
      Y.D. OngTitle:
              Executive
      Vice President





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


63


Stanfield
      AZURE CLO, Ltd.
                By:
      Stanfield Capital Partners, LLC
                as
      its Collateral Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


64


Stanfield
      Bristol CLO, Ltd.
                By:
      Stanfield Capital Partners LLC
                As
      its Collateral Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


65


Stanfield
      Carrera CLO, Ltd.
                By:
      Stanfield Capital Partners LLC
                as
      its Asset Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


66


Stanfield
      Daytona CLO, Ltd.
                By:
      Stanfield Capital Partners LLC
                as
      its Collateral Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


67


Stanfield
      McLaren CLO, Ltd.
                By:
      Stanfield Capital Partners LLC
                as
      its Collateral Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


68


Stanfield
      Modena CLO, Ltd.
                By:
      Stanfield Capital Partners LLC
                As
      its Collateral Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


69


Stanfield
      Vantage CLO, Ltd.
                By:
      Stanfield Capital Partners LLC
                as
      its Asset Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


70


Stanfield
      Veyron CLO, Ltd.
                By:
      Stanfield Capital Partners LLC
                as
      its Collateral Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


71


STATE
      BANK OF INDIA, CHICAGO
                as
      a LenderBy:
              /s/
      Ashok GullaName:
              Ashok
      GullaTitle:
              Vice
      President (Head Credit)





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


72


THE
      SUMITOMO TRUST & BANKING CO., LTD. NEW YORK BRANCH,
                as
      a LenderBy:
              /s/
      Frances E. WynneName:
              Frances
      E. WynneTitle:
              Senior
      Director





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


73


SUNTRUST
      BANK,
                as
      a LenderBy:
              /s/
      Robert MaddoxName:
              Robert
      MaddoxTitle:
              Director





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


74


UBS
      LOAN FINANCE LLC,
                as
      a LenderBy:
              /s/
      Irja R. OtsaName:
              Irja
      R. OtsaTitle:
              Associate
      DirectorBy:
              /s/
      Mary E. EvansName:
              Mary
      E. EvansTitle:
              Associate
      Director





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


75


U.S.
      BANK, NATIONAL ASSOCIATION
                as
      a LenderBy:
              /s/
      Joyce KlettiName:
              Joyce
      KlettixTitle:
              Officer





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


76


WATERFRONT
      CLO 2007-1, LTD.,
                as
      a LenderBy:
              /s/
      Kevin S. BuckleName:
              Kevin
      S. BuckleTitle:
              Senior
      Vice President
                Grandview
      Capital Management, LLC
                As
      Investment Manager





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


77


WHITNEY
      CLO I
                as
      a LenderBy:
              /s/
      John M. CasparianName:
              John
      M. CasparianTitle:
              Co-President
                Churchill
      Pacific Asset Management





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OF PAGE INTENTIONALLY LEFT BLANK]


78


XL
      Re Europe Limited
                By:
      Stanfield Capital Partners, LLC
                Signed
      as: its collateral Manager,
                as
      a LenderBy:
              /s/
      David FreyName:
              David
      FreyTitle:
              Partner





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]








79


EXHIBIT A TO FIRST AMENDMENT


CREDIT
AGREEMENT


Dated as
of June 5, 2007


(as
amended as of March 23, 2009)





among





APPLETON
PAPERS INC.,


as the
U.S. Borrower,





BEMROSEBOOTH
LIMITED,


as the UK
Borrower


(prior to
August 1, 2008),





The Other
Designated Foreign Subsidiary Borrowers Party Hereto,





PAPERWEIGHT
DEVELOPMENT CORP.,





as
Holdings,





BANK OF
AMERICA, N.A.,


as
Administrative Agent, Swing Line Lender and


L/C
Issuer,





and





The Other
Lenders Party Hereto







BANC OF
AMERICA SECURITIES LLC,





as Joint
Lead Arranger and Joint Book Manager,





and





UBS
SECURITIES LLC,





as Joint
Lead Arranger, Joint Book Manager and Syndication Agent,





BNP
PARIBAS,





LASALLE
BANK NATIONAL ASSOCIATION,





and





SUNTRUST
BANK,





as
Co-Documentation Agents





1


TABLE OF
CONTENTS





Section                                                                                                                                                  Page


ARTICLE
      I
              DEFINITIONS
      AND ACCOUNTING TERMS
              71.01
              Defined
      Terms
              381.02
              Other
      Interpretive Provisions
              391.03
              Accounting
      Terms
              391.04
              Rounding
              391.05
              Times
      of Day.
              391.06
              Letter
      of Credit Amounts
              391.07
              Currency
      Equivalents Generally
              401.08
              Exchange
      Rates; Currency Equivalents
              401.09
              Additional
      Alternative Currencies
              401.10
              Change
      of Currency
              41ARTICLE
      II
              THE
      COMMITMENTS AND CREDIT EXTENSIONS2.01
              The
      Loans
              422.02
              Borrowings,
      Conversions and Continuations of Loans
              422.03
              Letters
      of Credit; Auto-Extension Letters of Credit
              442.04
              Swing
      Line Loans
              532.05
              Prepayments
              562.06
              Termination
      or Reduction of Commitments
              592.07
              Repayment
      of Loans
              602.08
              Interest
              602.09
              Fees
              612.10
              Computation
      of Interest and Fees; Retroactive Adjustments of Applicable
      Rate
              622.11
              Evidence
      of Debt
              632.12
              Payments
      Generally; Administrative Agent’s Clawback
              632.13
              Sharing
      of Payments by Lenders
              662.14
              Increase
      in Revolving Credit Facility
              672.15
              Designated
      Foreign Subsidiary Borrowers
              68ARTICLE
      III
              TAXES,
      YIELD PROTECTION AND ILLEGALITY3.01
              Taxes
              693.02
              Illegality
              723.03
              Inability
      to Determine Rates
              733.04
              Increased
      Costs; Reserves on Eurodollar Rate Loans
              733.05
              Compensation
      for Losses
              753.06
              Mitigation
      Obligations; Replacement of Lenders
              763.07
              Survival
              76
  2
  
 ARTICLE
      IV
              CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS4.01
              Conditions
      of Initial Credit Extension
              764.02
              Conditions
      to all Credit Extensions
              80ARTICLE
      V
              REPRESENTATIONS
      AND WARRANTIES5.01
              Financial
      Condition
              815.02
              No
      Change
              825.03
              Corporate
      Existence; Compliance with Law
              825.04
              Power;
      Authorization; Enforceable Obligations
              825.05
              No
      Legal Bar
              835.06
              Litigation
              835.07
              No
      Default
              835.08
              Ownership
      of Property; Liens; Insurance
              835.09
              Intellectual
      Property
              845.10
              Taxes
              845.11
              Federal
      Regulations
              845.12
              Labor
      Matters
              845.13
              ERISA
              855.14
              Investment
      Company Act; Other Regulations
              865.15
              Subsidiaries
              865.16
              Use
      of Proceeds
              865.17
              Environmental
      Matters
              865.18
              Accuracy
      of Information, etc
              875.19
              Security
      Documents
              885.20
              Solvency
              885.21
              Senior
      Indebtedness
              895.22
              Regulation
      H
              895.23
              S
      Corporation Status
              895.24
              Representations
      as to Foreign Obligations
              89
  3
  
 ARTICLE
      VI
              AFFIRMATIVE
      COVENANTS6.01
              Financial
      Statements
              916.02
              Certificates;
      Other Information
              926.03
              Payment
      of Obligations
              946.04
              Maintenance
      of Existence; Compliance
              946.05
              Maintenance
      of Property; Insurance
              946.06
              Inspection
      of Property; Books and Records; Discussions
              946.07
              Notices
              956.08
              Environmental
      Laws
              966.09
              Additional
      Collateral, etc
              966.10
              Further
      Assurances
              986.11
              ERISA
              996.12
              Use
      of Proceeds
              996.13
              Designated
      Foreign Subsidiary Borrowers
              996.14
              Post-Closing
      Actions
              996.15
              First
      Amendment Post-Closing Actions
              100ARTICLE
      VII
              NEGATIVE
      COVENANTS7.01
              Financial
      Condition
              1017.02
              Indebtedness
              1047.03
              Liens
              1067.04
              Fundamental
      Changes
              1087.05
              Disposition
      of Property
              1087.06
              Restricted
      Payments.
              1097.07
              Investments.
              1107.08
              Prepayments
      and Modifications of Certain Debt Instruments
              1127.09
              Transactions
      with Affiliates
              1137.10
              Changes
      in Fiscal Periods
              1137.11
              Negative
      Pledge Clauses.
              1137.12
              Clauses
      Restricting Subsidiary Distributions
              1137.13
              Lines
      of Business
              1147.14
              Material
      Agreements
              1147.15
              S
      Corporation Status.
              1147.16
              Holding
      Company Status
              1147.17
              PDC
      Capital Corporation
              1157.18
              ESOP
      Amendments
              1157.19
              Capital
      Expenditures
              115
  4
  
 ARTICLE
      VIII
              EVENTS
      OF DEFAULT AND REMEDIES8.01
              Events
      of Default
              1158.02
              Application
      of Funds
              119ARTICLE
      IX
              ADMINISTRATIVE
      AGENT9.01
              Appointment
      and Authority
              1209.02
              Rights
      as a Lender
              1209.03
              Exculpatory
      Provisions
              1209.04
              Reliance
      by Administrative Agent
              1219.05
              Delegation
      of Duties
              1229.06
              Resignation
      of Administrative Agent
              1229.07
              Non-Reliance
      on Administrative Agent and Other Lenders
              1239.08
              No
      Other Duties, Etc.
              1239.09
              Administrative
      Agent May File Proofs of Claim
              1239.10
              Collateral
      and Guaranty Matters
              124ARTICLE
      X
              CONTINUING
      GUARANTY10.01
              Guaranty
              12510.02
              No
      Subrogation
              12610.03
              Amendments,
      etc. with respect to the Designated Foreign Subsidiary Borrower
      Obligations; Waiver of Rights
              12610.04
              Guaranty
      Absolute and Unconditional
              12610.05
              Reinstatement
              127ARTICLE
      XI
              MISCELLANENOUS11.01
              Amendments,
      Etc
              12711.02
              Notices;
      Effectiveness; Electronic Communications
              12911.03
              No
      Waiver; Cumulative Remedies
              13111.04
              Expenses;
      Indemnity; Damage Waiver
              13111.05
              Payments
      Set Aside
              13311.06
              Successors
      and Assigns
              13411.07
              Treatment
      of Certain Information; Confidentiality
              13811.08
              Right
      of Setoff
              13811.09
              Interest
      Rate Limitation
              13911.10
              Counterparts;
      Integration; Effectiveness
              13911.11
              Survival
      of Representations and Warranties
              13911.12
              Severability.
              14011.13
              Replacement
      of Lenders
              14011.14
              Governing
      Law; Jurisdiction; Etc
              14111.15
              Waiver
      of Jury Trial
              14211.16
              No
      Advisory or Fiduciary Responsibility
              14211.17
              USA
      PATRIOT Act Notice
              14311.18
              Judgment
      Currency
              143


5





SCHEDULES





1.01(a)           Existing
Letters of Credit


1.01(b)           Mandatory
Cost Rate


1.01(c)           Mortgaged
Properties


2.01                Commitments
and Applicable Percentages


5.08                Real
Property


5.15                Subsidiaries


5.17                Environmental
Matters


6.09                Guarantors


7.02                Permitted
Existing Debt


7.03                Existing
Liens


11.02              Administrative
Agent’s Office, Certain Addresses for Notices








EXHIBITS





Form
of





A                
Committed Loan Notice


B                  Swing
Line Loan Notice


C-1              Term
B Note


C-2              Revolving
Credit Note


D                
Compliance Certificate


E                  Assignment
and Assumption


F                 
Mortgage


G                 UK
Guarantee and Debenture


H                 UK
Share Charge


I                  
Closing Certificate


J                  Designated
Foreign Subsidiary Borrower Request and Assumption Agreement


K                 Designated
Foreign Subsidiary Borrower Notice





6


CREDIT
AGREEMENT





This
CREDIT AGREEMENT (“Agreement”) is
entered into as of June 5, 2007 (as amended as of March 23, 2009) among APPLETON
PAPERS INC., a Delaware corporation (the “U.S. Borrower”),
BEMROSEBOOTH LIMITED, a company organized under the laws of the United Kingdom
(the “UK
Borrower”), certain Subsidiaries of the U.S. Borrower party hereto
pursuant to Section 2.15
(each such Subsidiary, as well as the UK Borrower, a “Designated Foreign
Subsidiary Borrower” and, together with the UK Borrower, collectively,
the “Designated
Foreign Subsidiary Borrowers” and, together with the U.S. Borrower,
collectively, the “Borrowers”),
PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation (“Holdings”), each
lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.





PRELIMINARY
STATEMENTS:





The
Borrowers have requested that the Lenders provide a term B loan facility and a
revolving credit facility, and the Lenders have indicated their willingness to
lend and the L/C Issuer has indicated its willingness to issue letters of
credit, in each case, on the terms and subject to the conditions set forth
herein.





In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:





ARTICLE
I





DEFINITIONS AND ACCOUNTING
TERMS





1.01                      Defined
Terms.





As used
in this Agreement, the following terms shall have the meanings set forth
below:





“Acquisition
Agreement” means that Purchase Agreement, dated as of July 5, 2001, among
the U.S. Borrower, AWA and the other parties thereto, as amended prior to the
date hereof and, if in accordance with the terms hereof, on or after the date
hereof.





“Acquisition
Documentation” means collectively, the Acquisition Agreement and all
schedules, exhibits and annexes thereto and all side letters and agreements
affecting the terms thereof or entered into in connection therewith including,
without limitation, the Fox River Indemnity Arrangements.





“Administrative Agent”
means Bank of America in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.





“Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 11.02, or
such other address or account as the Administrative Agent may from time to time
notify to the U.S. Borrower and the Lenders.





“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.


7





“Affiliate” means, as
to any Person, any other Person that, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person.  For
purposes of this definition, “control” of a Person means the power, directly or
indirectly, either to (a) vote 10% or more of the securities having ordinary
voting power for the election of directors (or persons performing similar
functions) of such Person or (b) direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.





“Aggregate
Commitments” means the Commitments of all the Lenders.





“Aggregate Credit
Exposures” means, at any time, in respect of (a) the Term B
Facility, the aggregate amount of the Term B Loans, as the case may be,
outstanding at such time and (b) in respect of the Revolving Credit
Facility, the sum of (i) the unused portion of the Revolving Credit Facility at
such time and (ii) the Total Revolving Credit Outstandings at such
time.





“Agreement” means this
Credit Agreement.





“AIG Credit Support”
means the Indemnity Claim Insurance Policy No. 5295316, issued on November 9,
2001, by Commerce & Industry Insurance Company in favor of Bermuda Company,
as amended and endorsed as of the date hereof.





“Alternative Currency”
means each of British Pounds Sterling, Euro and each other lawful currency
(other than Dollars) that is freely available, freely transferable and
convertible into Dollars and that is approved by all the Revolving Credit
Lenders in accordance with Section 1.09.





“Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrative Agent at such time on the basis of the Spot
Rate (determined in respect of the most recent Revaluation Date) for the
purchase of such Alternative Currency with Dollars.





“Alternative Currency
Sublimit” means an amount equal to $15,000,000.  The
Alternative Currency Sublimit is part of, and not in addition to, the aggregate
Revolving Credit Commitments.





“Applicable Currency”
means Dollars or an Alternative Currency, as applicable.





“Applicable Foreign Loan
Party Documents” has the meaning specified in Section
5.24(a).





“Applicable
Percentage” means (a) in respect of the Term B Facility, with
respect to any Term B Lender at any time, the percentage (carried out to
the ninth decimal place) of the Term B Facility represented by the
principal amount of such Term B Lender’s Term B Loans at such time and
(b) in respect of the Revolving Credit Facility, with respect to any
Revolving Credit Lender at any time, the percentage (carried out to the ninth
decimal place) of the Revolving Credit Facility represented by such Revolving
Credit Lender’s Revolving Credit Commitment at such time.  If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.01, or if
the Commitments have expired, then the Applicable Percentage of each Lender in
respect of the applicable Facility shall be determined based on the Applicable
Percentage of such Lender in respect of such Facility most recently in effect,
giving effect to any subsequent assignments.  The initial Applicable
Percentage of each Lender in respect of each Facility is set forth opposite the
name of such Lender on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.


8





“Applicable Rate”
means from time to time, for the purposes of calculating (a) the commitment fee
for the purposes of Section 2.09(a), (b)
the Letter of Credit Fee for purposes of Section 2.03(i), (c)
the interest rate applicable to Revolving Credit Loans that are Eurodollar Rate
Loans for the purposes of Section 2.08 and (d)
the interest rate applicable to Revolving Credit Loans and Swing Line Loans that
are Base Rate Loans for the purposes of Section 2.08, the
following percentages per annum, based upon the Consolidated Leverage Ratio as
set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(a):





Pricing
      Level
            Consolidated
      Leverage Ratio
            Commitment
      Fee
            Eurodollar
      Rate Loans
              and
              Letter
      of Credit Fee
            Base
      Rate Loans1
            < 3.50:1
            0.50%
            3.00%
            2.00%2
            >
      3.50:1 but <
4.00:1
            0.50%
            3.50%
            2.50%3
            >
      4.00:1 but <
4.50:1
            0.50%
            4.00%
            3.00%4
            >
      4.50:1
            0.50%
            4.50%
            3.50%





Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 6.02(a)
(i.e., 45 days after the end of each of the first three fiscal quarters of
Holdings’ fiscal year and 90 days after the end of Holdings’ fiscal year); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level 4 shall apply in respect of the Revolving Credit
Facility as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered until the first Business Day
after actual delivery thereof.  The Applicable Rate in effect from the
First Amendment Effective Date through the first Business Day immediately
following the date a Compliance Certificate is required to be delivered pursuant
to Section 6.02(a)
for the fiscal quarter ending on or about September 30, 2009 shall be determined
based upon Pricing Level 4.





Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Rate for any period shall be subject to the provisions of Section
2.10(b).





“Applicable Revolving Credit
Percentage” means with respect to any Revolving Credit Lender at any
time, such Revolving Credit Lender’s Applicable Percentage in respect of the
Revolving Credit Facility at such time.





“Applicable Time”
means, with respect to any borrowings and payments in any Alternative Currency,
the local time in the place of settlement for such Alternative Currency as may
be determined by the Administrative Agent or the applicable L/C Issuer, as the
case may be, to be necessary for timely settlement on the relevant date in
accordance with normal banking procedures in the place of
payment.


9





“Appropriate Lender”
means, at any time, (a) with respect to any of the Term B Facility or
the Revolving Credit Facility, a Lender that has a Commitment with respect to
such Facility or holds a Term B Loan or a Revolving Credit Loan, respectively,
at such time, (b) with respect to the Letter of Credit Sublimit,
(i) the L/C Issuer and (ii) if any Letters of Credit have been issued
pursuant to Section
2.03(a), the Revolving Credit Lenders and (c) with respect to the
Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing
Line Loans are outstanding pursuant to Section 2.04(a),
the Revolving Credit Lenders.





“Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.





“Arranger” means Banc
of America Securities LLC in its capacities as joint lead arranger and joint
book manager.





“Asset Sale” means any
Disposition of property or series of related Dispositions of property, excluding
any such Disposition (i) to any Loan Party or (ii) permitted by clause (a), (b),
(c) or (d) of Section
7.05).





“Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.





“Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section
11.06(b)), and accepted by the Administrative Agent, in substantially the
form of Exhibit
E or any other form approved by the Administrative Agent.





“Availability Period”
means, in respect of the Revolving Credit Facility, the period from and
including the Closing Date to the earliest of (i) the Maturity Date for the
Revolving Credit Facility, (ii) the date of termination of the Revolving Credit
Commitments pursuant to Section 2.06, and
(iii) the date of termination of the commitment of each Revolving Credit Lender
to make Revolving Credit Loans and of the obligation of the L/C Issuer to make
L/C Credit Extensions pursuant to Section
8.01.





“Available Revolving
Commitment” means as to any Revolving Credit Lender at any time, an
amount equal to the excess, if any, of (a) such Lender’s Revolving Credit
Commitment then in effect over (b) such
Lender’s Outstanding Amount of Revolving Credit Loans.




“AWA” means Arjo
Wiggins Appleton p.l.c.





“AWA Environmental
Indemnity” means the indemnification provided pursuant to the terms of
(i) the Fox River AWA Environmental Agreement dated November 9, 2001, as
amended, among Holdings, the U.S. Borrower, Arjo Wiggins Appleton PLC and New
Appleton LLC, (ii) the insurance policy (Policy No. 529 5316) issued by Commerce
& Industry Insurance Company to Arjo Wiggins Appleton (Bermuda) Limited and
(iii) any other environmental indemnification agreement or related insurance
policy in favor of the U.S. Borrower.


10





“AWA Environmental Indemnity
Agreement” means the Fox River AWA Environmental Indemnity Agreement,
dated as of November 9, 2001, among Holdings, the U.S. Borrower and AWA, as
amended prior to the date hereof and, if in accordance with the terms hereof, on
or after the date hereof.





“Bank of America”
means Bank of America, N.A. and its successors.





“Base Rate” means for
any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus
1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate” and (c) the Eurodollar
Rate that would be applicable to a new Eurodollar Rate Loan with a one month
Interest Period plus
1%.  The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in such rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.





“Base Rate Loan” means
a Revolving Credit Loan or a Term B Loan that bears interest based on the Base
Rate.





“Bermuda Company”
means Arjo Wiggins Appleton (Bermuda) Limited, a company limited by shares
organized under the Companies Act of 1981 of the Island of Bermuda.





“Bermuda Company
Agreements” means the collective reference to (a) the Amended and
Restated Relationship Agreement, dated as of June 11, 2004, among Holdings, AWA,
Holdings Sub, and AWA Sub, (b) the Assignment and Assumption Deed, dated as of
November 9, 2001, between AWA and the Bermuda Company, (c) the By-Laws and
Memorandum of Association of the Bermuda Company, (d) the Certificate of
Incorporation and By-laws of Holdings Sub, (e) the By-Laws and Memorandum of
Association of AWA Sub and (f) the Bermuda Security Agreement.





“BermudaSecurity Agreement”
means the Collateral Assignment, dated as of November 9, 2001, by the Bermuda
Company in favor of the U.S. Borrower.





“Bilateral Facility”
means any facility or financial accommodation (including any revolving,
overdraft, foreign exchange, guarantee, letter of credit, bonding, credit card
or automated payments facility) made available to the UK Borrower by one or more
Bilateral Facility Lenders in aggregate principal amount not to exceed, for all
Bilateral Facilities, 7,000,000 British Pounds Sterling at any one time
outstanding.





“Bilateral Facility
Documents” means all instruments or other agreements between the UK
Borrower and the respective Bilateral Facility Lender or Bilateral Facility
Lenders relating to the Bilateral Facility.





“Bilateral Facility
Lender” means any Person that, at the time it enters into a Bilateral
Facility, is a Lender or an Affiliate of a Lender, in its capacity as a party to
such Bilateral Facility.





“Borrowers” has the
meaning specified in the introductory paragraph hereto.





“Borrower Materials”
has the meaning specified in Section
6.02.


11





“Borrowing” means a
Revolving Credit Borrowing, a Swing Line Borrowing or a Term B Borrowing,
as the context may require.





“British Pounds
Sterling” means the lawful currency of the United Kingdom.





“Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state of
New York or the state where the Administrative Agent’s Office with respect to
Obligations denominated in Dollars is located and:





(a)           if
such day relates to any interest rate settings as to a Eurodollar Rate Loan
denominated in a currency other than Euro, any fundings, disbursements,
settlements and payments in respect of any such Eurodollar Rate Loan, or any
other dealings to be carried out pursuant to this Agreement in respect of any
such Eurodollar Rate Loan, means any such day on which dealings in deposits in
the relevant currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency; provided, however, that with
respect to any such action (other than any interest rate settings) involving a
currency other than Dollars, British Pounds Sterling and Euro, such day shall
instead be a day on which banks are open for foreign exchange business in the
principal financial center of the country of such currency; and





(b)           if
such day relates to any interest rate settings as to a Eurodollar Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in
Euro in respect of any such Eurodollar Rate Loan, or any other dealings in Euro
to be carried out pursuant to this Agreement in respect of any such Eurodollar
Rate Loan, means a TARGET Day;





“Capital Expenditures”
means, for any period, with respect to any Person, the aggregate of all
expenditures by such Person and its Subsidiaries for the acquisition or leasing
(pursuant to a capital lease) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period) that should be capitalized under GAAP on a consolidated balance
sheet of such Person and its Subsidiaries.





“Capital Lease
Obligations” means as to any Person, 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, for the purposes of this
Agreement, the amount of such obligations at any time shall be the capitalized
amount thereof at such time determined in accordance with GAAP.





“Capital Stock” means,
with respect to any Person, all of the shares of Capital Stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of
Capital Stock of (or other ownership or profit interests in) such Person, all of
the securities convertible into or exchangeable for shares of Capital Stock of
(or other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or such
other interests), and all of the other ownership or profit interests in such
Person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of
determination.


12





“Cash Collateralize”
has the meaning specified in Section 2.03(g) (and
derivatives of such term have corresponding meanings).





“Cash Equivalents”
means (a) marketable direct obligations issued by, or unconditionally guaranteed
by, the United States government or issued by any agency thereof and backed by
the full faith and credit of the United States, in each case maturing within one
year from the date of acquisition, or in the case of any Foreign Subsidiary
only, such local currencies held by it from time to time in the ordinary course
of business; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of one year or less from
the date of acquisition issued by any Lender or by any commercial bank organized
under the laws of the United States, any state thereof or any member nation of
the Organization for Economic Cooperation and Developmenthaving combined capital
and surplus of not less than $500,000,000; (c) commercial paper of an issuer
rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”) or P-1 by
Moody’s Investors Service, Inc. (“Moody’s”), or
carrying an equivalent rating by a nationally recognized rating agency, if both
of the two named rating agencies cease publishing ratings of commercial paper
issuers generally, and maturing within one year from the date of acquisition;
(d) repurchase obligations of any Lender or of any commercial bank satisfying
the requirements of clause (b) of this definition, having a term of not more
than 30 days, with respect to securities issued or fully guaranteed or insured
by the United States government; (e) securities with maturities of one year or
less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least A by S&P or A by Moody’s; (f) securities with maturities of
six months or less from the date of acquisition backed by standby letters of
credit issued by any Lender or any commercial bank satisfying the requirements
of clause (b) of this definition; (g) shares of money market mutual or similar
funds at least 95% of the assets of which satisfy the requirements of clauses
(a) through (f) of this definition; or (h) in the case of any Foreign Subsidiary
only, instruments equivalent to those referred to in clauses (a) through (g)
above in each case denominated in any foreign currency comparable in credit
quality and tenor to those referred to in such clauses above and customarily
used by corporations for cash management purposes in any jurisdiction outside
the United States to the extent reasonably required in connection with any
business conducted by any Foreign Subsidiary.





“Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card (including
corporate purchase and travel card), electronic funds transfer and other cash
management arrangements.





“Cash Management Bank”
means any Person that (i) at the time it enters into a Cash Management
Agreement, is a Lender or an Affiliate of a Lender or (ii) at the time it or its
Affiliate becomes a Lender, is a party to a Cash Management Agreement, in each
case in its capacity as a party to such Cash Management Agreement.





“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of
1980.





“CERCLIS” means the
Comprehensive Environmental Response, Compensation and Liability Information
System maintained by the U.S. Environmental Protection Agency.





“CFC” means a Person
that is a controlled foreign corporation under Section 957 of the
Code.


13





“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.





“Closing Date” means
the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section
11.01.





“Code” means the
Internal Revenue Code of 1986, as amended.





“Collateral” means all
property of the Loan Parties, now owned or hereafter acquired, upon which a Lien
is purported to be created by any Security Document.





“Commitment” means a
Term B Commitment or a Revolving Credit Commitment, as the context may
require.





“Committed Loan
Notice” means a notice of (a) the Term B Borrowing, (b) a Revolving
Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit
A.





“Commonly Controlled
Entity” means an entity, whether or not incorporated, that is under
common control with Holdings or the U.S. Borrower within the meaning of Section
4001 of ERISA or is part of a group that includes Holdings or the U.S. Borrower
and that is treated as a single employer under Section 414 of the
Code.





“Compliance
Certificate” means a certificate substantially in the form of Exhibit D.





“Confidential Information
Memorandum” means the information memorandum dated April 2007 used by the
Arranger in connection with the syndication of the Commitments.





“Consolidated Current
Assets” means at any date, all amounts (other than cash and Cash
Equivalents) that would, in conformity with GAAP, be set forth opposite the
caption “total current assets” (or any like caption) on a consolidated balance
sheet of Holdings and its Subsidiaries at such date.




“Consolidated Current
Liabilities” means at any date, all amounts that would, in conformity
with GAAP, be set forth opposite the caption “total current liabilities” (or any
like caption) on a consolidated balance sheet of Holdings and its Subsidiaries
at such date, but excluding (a) the current portion of any Indebtedness of
Holdings and its Subsidiaries and (b) without duplication of clause (a) above,
all Indebtedness consisting of Revolving Credit Loans or Swing Line Loans to the
extent otherwise included therein.




14







“Consolidated EBITDA”
means, for any period, the sum of (i) Consolidated Net Income for such period
plus (ii)
without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (a) income tax expense,
(b) interest expense, amortization or writeoff of debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated
with Indebtedness (including the Loans), (c) depreciation and amortization
expense (including, but not limited to, goodwill), (d) any extraordinary charges
or losses determined in accordance with GAAP, (e) non-cash charges from employee
compensation deferrals and employer matching contributions pursuant to the ESOP
Documentation relating to ESOP Stock Issuances, (f) cash losses from Asset
Sales, (g) cash restructuring charges and/or non-recurring cash charges or
losses not to exceed $2,000,000 in any twelve month periodand (h) any other
non-cash charges, non-cash expenses or non-cash losses of Holdings or any of its
Subsidiaries (provided, however, that cash
payments made in any future period in respect of such non-cash charges added
back in determining Consolidated EBITDA for periods ending after the Closing
Date (as with any other non-cash charge, expense or loss added to Consolidated
Net Income pursuant to this clause (h)) shall be subtracted from Consolidated
Net Income in calculating Consolidated EBITDA in the period when such payments
are made) minus
(iii) to the extent included in the statement of such Consolidated Net Income
for such period, the sum of, without duplication, (a) interest income, (b) any
extraordinary income or gains determined in accordance with GAAP, (c) any
cancellation-of-debt income resulting from repurchases of Indebtedness
after the Closing Date, (d) cash gains from Asset Sales and (e) any other
non-cash income (excluding any items that represent the reversal of any accrual
of, or cash reserve for, anticipated cash charges in any prior period that are
described in the parenthetical to clause (h) above), all as determined on a
consolidated basis.





For the
purposes of calculating Consolidated EBITDA for any period of four consecutive
fiscal quarters (each, a “Reference Period”)
pursuant to any determination of the Consolidated Leverage Ratio or the
Consolidated Senior Secured Leverage Ratio, (i) if at any time during such
Reference Period the U.S. Borrower or any Subsidiary shall have made any
Material Disposition (as defined below), the Consolidated EBITDA for such
Reference Period shall be reduced by an amount equal to the Consolidated EBITDA
(if positive) attributable to the property that is the subject of such Material
Disposition for such Reference Period or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such Reference Period
and (ii) if during such Reference Period the U.S. Borrower or any Subsidiary
shall have made a Material Acquisition (as defined below), Consolidated EBITDA
for such Reference Period shall be calculated after giving pro forma effect
thereto as if such Material Acquisition occurred on the first day of such
Reference Period.  As used in this definition, “Material Acquisition”
means any acquisition of property or series of related acquisitions of property
that (a) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) involves the payment of consideration by the U.S. Borrower
and its Subsidiaries in excess of $5,000,000; and “Material Disposition”
means any Disposition of property or series of related Dispositions of property
that yields gross proceeds to the U.S. Borrower or any of its Subsidiaries in
excess of $5,000,000.





“Consolidated Fixed Charge
Coverage Ratio” means, for any period, the ratio of (a) Consolidated
EBITDA for such period minus the lesser of (i) $8,000,000 per fiscal quarter for
such period and (ii) Capital Expenditures for such period to (b) the sum of the
aggregate amounts of (i) scheduled principal payments on Indebtedness during
such period, (ii) Consolidated Interest Expense during such period and (iii)
repurchases of Holdings’ common stock pursuant to the ESOP Documentation during
such period.




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




15


“Consolidated Interest
Expense” means, for any period, total cash interest expense (including
that attributable to Capital Lease Obligations but, for the avoidance of doubt,
in any event excluding any amortization or write-off of financing costs) of
Holdings and its Subsidiaries for such period with respect to all outstanding
Indebtedness of Holdings and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing and net costs under Hedge Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP).




“Consolidated Leverage
Ratio” means, at any time, the ratio of (a) Consolidated Total Debt as of
the last day of the most recently completed fiscal quarter to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters ended on such last
day.




“Consolidated Net
Income” means, for any period, the consolidated net income (or loss) of
Holdings 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 Holdings or is merged into or consolidated with
Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of Holdings) in which Holdings or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by Holdings or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of Holdings that is not a Loan Party to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or Requirement of Law applicable to such
Subsidiary.




“Consolidated Senior Secured
Leverage Ratio” means, at any time, the ratio of (a) Consolidated Total
Debt as of the last day of the most recently completed fiscal quarter (excluding
the Senior Unsecured Notes, the Senior Subordinated Notes, the Existing Senior
Subordinated Notes, any Permitted Refinancing Debt and any other Indebtedness
that is (i) subordinated to the Obligations in a manner (x) no less favorable to
the Lenders than the subordination provisions of the Senior Subordinated Notes
or (y) otherwise acceptable to the Administrative Agent or (ii) otherwise
unsecured) to (b) Consolidated EBITDA for the period of four consecutive fiscal
quarters ended on such last day.





“Consolidated Tangible
Assets” means, with respect to Holdings and its Subsidiaries as of any
date, the aggregate of the assets of Holdings and its Subsidiaries excluding
goodwill, patents, trade names, trade marks, copyrights, franchises,
experimental expense, organization expense and any other assets properly
classified as intangible assets in accordance with GAAP, as of the date in which
the most recent financial statements were delivered pursuant to Section 6.01(a) or
(b) (or Section 5.01) on a
consolidated basis, determined in accordance with GAAP. In the event that
information relating to Consolidated Tangible Assets is not available as of any
date, then the most recently available information will be used.





“Consolidated Total
Debt” means at any date, the aggregate principal amount of all
Indebtedness of Holdings and its Subsidiaries at such date, as the same would be
shown on a consolidated balance sheet of Holdings and its consolidated
Subsidiaries as at such date in accordance with GAAP, but in any event excluding
Indebtedness permitted under clauses (i), (j) and (k) of Section
7.02.





“Consolidated Working
Capital” means, at any date, the excess of Consolidated Current Assets on
such date over
Consolidated Current Liabilities on such date.


16





“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.





“Credit Extension”
means each of the following:  (a) a Borrowing and (b) an L/C Credit
Extension.





“Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.





“Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.





“Defaulting Lender”
means any Impacted Lender and any other Lender that (a) has failed to fund any
portion of the Term B Loans, Revolving Credit Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute,
or (c) has been deemed insolvent or become the subject of any proceeding under
any Debtor Relief Laws.





“Derivatives
Counterparty” means any financial institution, commodities or stock
exchange or clearinghouse.





“Designated Foreign
Subsidiary Borrower” has the meaning specified in the recitals
hereto.





“Designated Foreign
Subsidiary Borrower Obligations” means the principal of and interest on
(including interest accruing after the maturity of the Loans and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Designated
Foreign Subsidiary Borrowers whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans made to
Designated Foreign Subsidiary Borrowers and all other Obligations of the
Designated Foreign Subsidiary Borrowers, including, without limitation all
debts, obligations and liabilities arising under the Bilateral Facility
Documents, whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document or any other document
made, delivered or given in connection therewith, in each case whether on
account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses (including, without limitation, all fees and disbursements of
counsel to the Administrative Agent or to the Lenders that are required to be
paid by the Designated Foreign Subsidiary Borrowers pursuant to the terms of
this Agreement) or otherwise.





“Disposition” or
“Dispose” means
the sale, transfer or other disposition (including any sale and leaseback
transaction, but excluding the granting of Liens permitted by this Agreement and
any exercise of remedies in connection therewith, leases, licenses, sub-leases,
sub-licenses and transfers pursuant to condemnation and similar proceedings) of
any property by any Person, including any such sale, assignment, transfer or
other disposal, with or without recourse, of any notes or accounts receivable or
any rights and claims associated therewith.


17





“Disqualified Capital
Stock” means any Capital Stock which, by its terms (or by the terms of
any security or other Capital Stock into which it is convertible or for which it
is exchangeable), or upon the happening of any event or condition (a) matures or
is mandatorily redeemable (other than solely for Capital Stock that is not
Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise
(except as a result of a change of control or asset sale so long as any rights
of the holders thereof upon the occurrence of a change of control or asset sale
event shall be subject to the prior repayment in full of the Loans and all other
Obligations that are accrued and payable and the termination of the
Commitments), (b) is redeemable at the option of the holder thereof (other than
solely for Capital Stock that is not Disqualified Capital Stock), in whole or in
part, (c) provides for the scheduled payments of dividends in cash, or (d) is or
becomes convertible into or exchangeable for Indebtedness or any other Capital
Stock that would constitute Disqualified Capital Stock, in each case, prior to
the date that is ninety-one (91) days after the Maturity Date of the Term B
Loans.





“Dollar” and “$” mean lawful money
of the United States.





“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to any amount denominated in any
Alternative Currency, the equivalent amount thereof in Dollars as determined by
the Administrative Agent or the applicable L/C Issuer, as the case may be, at
such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.





“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political
subdivision of the United States.





“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section
11.06(b)(iii), (v) and (vi) (subject to such
consents, if any, as may be required under Section
11.06(b)(iii)); provided, however, that an
Eligible Assignee with respect to the Revolving Credit Facility shall include
only a Lender, an Affiliate of a Lender or another Person, which, through its
Lending Offices, is capable of lending the applicable Alternative Currencies to
the relevant Borrowers without the imposition of any additional Indemnified
Taxes.





“EMU Legislation”
means the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European
currency.





“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.





“Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the U.S. Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


18





“Environmental Permit”
means any permit, approval, identification number, license or other
authorization required under any Environmental Law.





“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.





“ESOP” means the
Appleton Papers Retirement Savings and Employee Stock Ownership
Plan.




“ESOP Component” means
the employee stock ownership plan component of the ESOP.




“ESOP Documentation”
means the collective reference to (a) the Appleton Papers Retirement Savings and
Employee Stock Ownership Plan, restated effective January 1, 2001, (b) the
Appleton Papers Inc. Employee Stock Ownership Trust, adopted July 19, 2001 and
(c) all amendments, supplements or other modifications to any of the foregoing,
all schedules, exhibits and annexes thereto and all agreements affecting the
terms thereof or entered into in connection therewith.




“ESOP Stock Issuances”
means with respect to any period, any issuance of common stock by Holdings to
the ESOP during such period.




“ESOP Trust” means the
Appleton Papers Inc. Employee Stock Ownership Trust.




“Euro” means the
lawful currency of the Participating Member States introduced in accordance with
the EMU Legislation.





“Eurodollar Rate”
means:





(a) For any Interest Period with
respect to a Eurodollar Rate Loan, the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for deposits in the relevant currency (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period.  If such rate is not available at such time for
any reason, then the “Eurodollar Rate” for such Interest Period shall be the
rate per annum determined by the Administrative Agent to be the rate at which
deposits in the relevant currency for delivery on the first day of such Interest
Period in Same Day Funds in the approximate amount of the Eurodollar Rate Loan
being made, continued or converted by Bank of America and with a term equivalent
to such Interest Period would be offered by Bank of America’s London Branch (or
other Bank of America branch or Affiliate) to major banks in the London or other
offshore interbank market for such currency at their request at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.


19





(b) For any interest rate
calculation with respect to a Base Rate Loan, the rate per annum equal to (i)
BBA LIBOR, at approximately 11:00 a.m., London time, two Business Days prior to
the date of determination (provided that if such day is not a Business Day, the
next preceding London Business Day) for deposits in the relevant currency being
delivered in the London interbank market for a term of one month commencing that
day or (ii) if such published rate is not available at such time for any reason,
the rate determined by the Administrative Agent to be the rate at which deposits
in the relevant currency for delivery on the date of determination in same day
funds in the approximate amount of the Base Rate Loan being made, continued or
converted by Bank of America and with a term equal to one month would be offered
by Bank of America’s London Branch to major banks in the London interbank
Eurodollar market at their request at the date and time of
determination.





Notwithstanding
the foregoing, in no event shall the Eurodollar Rate be less than 2.00% for any
purpose.





“Eurodollar Rate Loan”
means a Revolving Credit Loan or a Term B Loan that bears interest at a
rate based on the Eurodollar Rate. All Loans denominated in an Alternative
Currency must be Eurodollar Rate Loans.





“Event of Default” has
the meaning specified in Section
8.01.





“Excess Cash Flow”
means, for any fiscal year of Holdings, the excess, if any, of (a) the sum of
(without duplication) (i) Consolidated Net Income for such fiscal year, (ii) the
amount of all non-cash charges (including depreciationand amortization)
deducted in arriving at such Consolidated Net Income, (iii) decreases in
Consolidated Working Capital for such fiscal year and (iv) the aggregate net
amount of non-cash loss on Disposition of property by Holdings and its
Subsidiaries during such fiscal year (other than sales of inventory in the
ordinary course of business), to the extent deducted in arriving at such
Consolidated Net Income over (b) the sum of (i) the amount of all non-cash
income included in arriving at such Consolidated Net Income, (ii) the sum of all
cash payments made during such period as described in the proviso to clause (h)
of the definition of Consolidated EBITDA, (iii) the excess of (A) the aggregate
amount actually paid by the U.S. Borrower and its Subsidiaries in cash during
such fiscal year on account of Capital Expenditures, over (B) the sum of
(x) the principal amount of Indebtedness incurred to finance such expenditures
(excluding the Loans hereunder and net of any repayments of any such
Indebtedness during such period) and (y) any such expenditures financed with the
proceeds of any Dispositions not used to prepay the Term B Loans pursuant to
Section
2.05(b)(ii), (iv) the aggregate amount of all regularly scheduled
principal payments of Indebtedness (including the Term B Loans) of the U.S.
Borrower and its Subsidiaries made during such fiscal year (other than in
respect of any revolving credit facility to the extent there is not an
equivalent permanent reduction in commitments thereunder), (v) the aggregate
amount paid in cash to prepay or retire the U.S. Borrower’s Existing Senior
Subordinated Notes, Senior Unsecured Notes and Senior Subordinated Notes, plus
any related cash premiums, during such fiscal year in accordance with Section 7.08 (other
than with the proceeds of Permitted Refinancing Debt or, except to the extent
such prepayment or repurchase is utilizing the $50,000,000 basket contained in
Section
7.08(a)(C), Loans hereunder), together with the aggregate amount paid in
cash to voluntarily and permanently prepay and retire any other Indebtedness of
the Group Members (excluding the Term B Loans and the Revolving Credit Loans)
during such fiscal year, (vi) increases in Consolidated Working Capital, (vii)
the aggregate net amount of income on the disposition of property by Holdings
and its Subsidiaries during such fiscal year (other than sales of inventory in
the ordinary course of business), to the extent included in arriving at such
Consolidated Net Income, and (viii) the excess (if any) of (A) all aggregate
amount of cash payments, loans, advances, distributions or dividends made by the
U.S. Borrower to Holdings to permit Holdings to satisfy its obligations to
repurchase its common stock pursuant to the ESOP Documentation during such
fiscal year over (B) the
aggregate amount of cash received by Holdings in respect of ESOP Stock Issuances
during such period, which cash has been, in turn, contributed to the U.S.
Borrower during such fiscal year.


20







“Exchange Rate” means
on any day, with respect to any currency, the rate at which such currency may be
exchanged into any other currency, as set forth at approximately 11:00 A.M., New
York City time, on such date on the Reuters World Currency Page for such
currency.  In the event that such rate does not appear on any Reuters
World Currency Page, the Exchange Rate shall be determined by reference to such
other publicly available service for displaying exchange rates as may be agreed
upon by the Administrative Agent and the U.S. Borrower, or, in the absence of
such agreement, such Exchange Rate shall instead be the arithmetic average of
the spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being
conducted, at or about 10:00 A.M., local time, on such date for the purchase of
Dollars with the relevant currency for delivery two Business Days later; provided that if at
the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the U.S. Borrower, may
use any reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.




“Excluded Foreign
Subsidiary” means any Foreign Subsidiary (a) in respect of which either
(i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or
(ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good
faith judgment of the U.S. Borrower, result in adverse tax consequences to the
U.S. Borrower or (b) that, together with its Subsidiaries, has, on any date of
determination, (i) total assets constituting less than five percent (5%)of the consolidated
total assets of the Group Members and (ii) for the twelve month period most
recently ended, revenues constituting less than five percent (5%) of the
consolidated revenues of the Group Members for such period, in each case based
upon the financial statements most recently delivered to the Administrative
Agent pursuant to Section
6.01.





“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States (or any
political subdivision thereof) or any similar tax imposed by any other
jurisdiction (or any political subdivision thereof) in which the Borrower is
located and (c) except as provided in the following sentence, in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section
11.13), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender’s
failure or inability (other than as a result of a Change in Law) to comply with
Section
3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section
3.01(a).  Notwithstanding anything to the contrary contained in
this definition, "Excluded Taxes" shall not include any withholding tax imposed
at any time on payments made by or on


21


behalf of
a Foreign Subsidiary to any Lender hereunder or under any other Loan Document,
so long as such
Lender shall have complied with the last two (2) paragraphs of Section 3.01(e), as
applicable; provided, that the
definition of “Excluded Taxes” shall include any withholding tax imposed on
amounts payable to an assignee of such Lender except to the extent that such
Lender was entitled to receive additional amounts from such Foreign Subsidiary
with respect to such withholding tax pursuant to Section 3.01(a) at the time of
assignment.





“Existing Credit
Agreement” means that certain Credit Agreement dated as of June 11, 2004
among the U.S. Borrower, Bear Stearns Corporate Lending Inc., as agent, and a
syndicate of lenders, as amended prior to the date hereof.





“Existing Letters of
Credit” means those existing letters of credit issued by certain of the
Lenders and described on Schedule
1.01(a).





“Existing Senior Subordinated
Notes” means the existing 12.5% Series B Senior Subordinated Notes due
2008 issued by the U.S. Borrower.





“Extraordinary
Receipt” means any cash received by or paid to or for the account of any
Person not in the ordinary course of business, including but not limited to tax
refunds, pension plan reversions, proceeds of insurance (other than proceeds of
business interruption insurance to the extent such proceeds constitute
compensation for lost earnings), indemnity payments and any purchase price
adjustments.





“Facility” means the
Term B Facility or the Revolving Credit Facility, as the context may
require.





“Federal Funds
Rate”means,
for any day, the rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.





“Fee Letter” means the
letter agreement, dated April 24, 2007, among the U.S. Borrower, the
Administrative Agent and the Arranger.





“First Amendment Effective
Date” means March 23, 2009.





“Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the applicable Borrower is resident for tax purposes.  For
purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single
jurisdiction.





“Foreign Loan Party”
means any Loan Party that is not a U.S. Loan Party.


22





“Foreign Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties
of, any Foreign Loan Party arising under any Loan Document or otherwise with
respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Foreign Loan Party of any proceeding under
any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding. The foregoing shall also include any Hedge Agreement between any
Foreign Loan Party and any Lender or Affiliate of a Lender and all obligations
under any Treasury Management Agreement between any Foreign Loan Party and any
Lender or an Affiliate of a Lender.





“Foreign Pledge
Agreements” means the collective reference to UK Share Charge and each
other pledge agreement pursuant to which shares of Foreign Subsidiaries may be
pledged from time to time pursuant to Section 6.09, in each
case in form and substance reasonably satisfactory to the Administrative
Agent.





“Foreign Security
Agreements” means the collective reference to the UK Guarantee and
Debenture and each other security agreement, mortgage, charge, pledge or other
security document granting a Lien on property of a Foreign Subsidiary to secure
the obligations and liabilities of any Loan Party hereunder that may be executed
and delivered to the Administrative Agent pursuant to Section 6.09, in each
case in form and substance reasonably satisfactory to the Administrative
Agent.





“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.





“Foreign Subsidiary
Guarantees” means the collective reference to the UK Guarantee and
Debenture and each other guarantee of all or a portion of the Obligations by a
Foreign Subsidiary that may be executed and delivered to the Administrative
Agent pursuant to Section 6.09 or
otherwise under the Loan Documents, in each case in form and substance
reasonably satisfactory to the Administrative Agent.





“Fox River Indemnity
Arrangements” means the collective reference to the PDC Environmental
Indemnity Agreement, the AWA Environmental Indemnity Agreement, the AIG Credit
Support, the Fox River Security Agreement, the Bermuda Company Agreements and
the NCR Agreements.





“Fox River Security
Agreement” means the Security Agreement, relating to the AWA
Environmental Indemnity Agreement, dated as of November 9, 2001, among the U.S.
Borrower, Holdings and AWA.





“FRB” means the Board
of Governors of the Federal Reserve System of the United States.





“Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities.





“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of
determination.


23





“Governmental
Authority” means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).





“Group Members” means
the collective reference to Holdings, the U.S. Borrower and their respective
Subsidiaries.





“Guarantee and Collateral
Agreement” has the meaning specified in Section 4.01(a)(iii).





“Guarantee Obligation”
means, as to any Person (the “guaranteeing
person”), any obligation of (a) the guaranteeing person or (b) another
Person (including any bank under any letter of credit) to induce the creation of
which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the “primary obligations”)
of any other third Person (the “primary obligor”) in
any manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be the
lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by the U.S. Borrower in
good faith.




“Guarantors” means,
collectively, Holdings, the Subsidiaries of Holdings listed on Schedule 6.09 and
each other Subsidiary of Holdings that shall be required to execute and deliver
a guaranty or guaranty supplement pursuant to Section 6.09, in
each case unless and until released pursuant to the terms of the Loan
Documents.





“Guaranty” means,
collectively, the Guaranty made by the U.S. Borrower under Article X in favor of
the Secured Parties and the Guarantee and Collateral Agreement, together with
each other guaranty and guaranty supplement delivered pursuant to Section 6.09.





“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental
Law.


24





“Hedge Agreements”
means all interest rate swaps, caps or collar agreements or similar arrangements
dealing with interest rates or currency exchange rates or the exchange of
nominal interest obligations or commodity agreements or other similar
arrangements designed to protect against fluctuations in commodity prices,
either generally or under specific contingencies.





“Hedge Bank” means any
Person that, at the time it enters into a Hedge Agreement, is a Lender or an
Affiliate of a Lender, in its capacity as a party to such Hedge
Agreement.





“Hedge Termination
Value” means, in respect of any one or more Hedge Agreements, after
taking into account the effect of any legally enforceable netting agreement
relating to such Hedge Agreements, (a) for any date on or after the date such
Hedge Agreements have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Hedge Agreements, as determined based upon one
or more mid-market or other readily available quotations provided by any
recognized dealer in such Hedge Agreements (which may include a Lender or any
Affiliate of a Lender).





“Holdings” has the
meaning specified in the introductory paragraph hereto.





“Impacted Lender”
means any Lender as to which (a) L/C Issuer has a good faith belief that the
Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (b) the Lender or an entity that controls the
Lender has been deemed insolvent or become subject to a bankruptcy or other
similar proceeding.





“Indebtedness” means,
of any Person at any date, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than current trade payables
incurred in the ordinary course of such Person’s business), (c) all obligations
of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all obligations created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property, provided that, if
recourse in respect of such Indebtedness is so limited, the amount of such
Indebtedness shall be deemed to be the lesser of the principal amount thereof
and the fair market value of the property encumbered by such Lien as determined
in good faith by the Board of Directors of Holdings), (e) all Capital Lease
Obligations and all Synthetic Debt of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under or in
respect of acceptances, letters of credit, surety bonds or similar arrangements,
(g) all obligations of such Person with respect of Disqualified Capital Stock,
which in the case of redeemable preferred Capital Stock shall be deemed to be
the liquidation value of such redeemable preferred Capital Stock of such Person,
(h) all Guarantee Obligations of such Person in respect of obligations of the
kind referred to in clauses (a) through (g) above, (i) all obligations of the
kind referred to in clauses (a) through (h) above secured by (or for which the
holder of such obligation has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including accounts and contract rights) owned
by such Person, whether or not such Person has assumed or become liable for the
payment of such obligation (provided that, if
such Person has not assumed or otherwise become liable in respect of such
Indebtedness, the amount of such Indebtedness shall be deemed to be the lesser
of the principal amount of such Indebtedness and the fair market value of the
property encumbered by such Lien as determined in good faith by the Board of
Directors of Holdings) and (j) for the purposes of Sections 7.02 and
8.01(e) only,
all obligations of such Person in respect of Hedge Agreements.  The
Indebtedness of any Person shall include the Indebtedness of
any


25


other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor 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 expressly provide that such Person is not liable
therefor.  The amount of any obligation under any Hedge Agreement on
any date shall be deemed to be the Hedge Termination Value thereof as of such
date.





“Indemnified
Taxes”means
Taxes other than Excluded Taxes.





“Indemnitees” has the
meaning specified in Section
11.04(b).





“Information” has the
meaning specified in Section
11.07.





“Insolvency” means,
with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.





“Insolvent” means
pertaining to a condition of Insolvency.





“Intellectual
Property” means the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including copyrights,
copyright licenses, patents, patent licenses, trademarks, trademark licenses,
technology, know-how and processes, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.





“Intellectual Property
Security Agreement” has the meaning specified in Section 4.01(a)(v).





“Interest Payment
Date” means, (a) as to any Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date of the Facility
under which such Loan was made; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing
Line Loan, the first Business Day after the end of each March, June, September
and December and the Maturity Date of the Facility under which such Loan was
made (with Swing Line Loans being deemed made under the Revolving Credit
Facility for purposes of this definition).





“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one, two, three, six, nine or twelve months
thereafter, as selected by the U.S. Borrower in its Committed Loan Notice
(availability of nine and twelve month interest periods shall be subject to
approval by each Lender); provided
that:





(a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;





(b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and


26





(c)           no
Interest Period shall extend beyond the Maturity Date of the Facility under
which such Loan was made.





“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
by means of (a) the purchase or other acquisition of Capital Stock of another
Person, (b) a loan, advance or capital contribution to, Guarantee Obligation or
assumption of debt of, or purchase or other acquisition of any other debt or
interest in, another Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit or all or a substantial part of the business of, such
Person.  For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment, except as
otherwise provided therein.





“IP Rights” has the
meaning specified in Section
5.17.





“IRS” means the United
States Internal Revenue Service.





“ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or
such later version thereof as may be in effect at the time of
issuance).





“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the L/C Issuer
and the U.S. Borrower (or any Subsidiary) or in favor of the L/C Issuer and
relating to such Letter of Credit.





“Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.





“L/C Advance” means,
with respect to each Revolving Credit Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable Revolving
Credit Percentage.





“L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Revolving
Credit Borrowing.





“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.





“L/C Issuer” means (a)
Bank of America in its capacity as issuer of Letters of Credit hereunder and (b)
any Lender that has issued an Existing Letter of Credit, or any successor issuer
of Letters of Credit hereunder.


27





“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.  For purposes
of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.06.  For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.





“Lender” has the
meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender.





“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the U.S. Borrower and the
Administrative Agent.





“Letter of Credit”
means any standby letter of credit issued hereunder and shall include the
Existing Letters of Credit.  Letters of Credit may be issued in
Dollars or, subject to Section 2.03(a)(iv),
in an Alterative Currency.





“Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.





“Letter of Credit Expiration
Date” means the day that is five Business Days prior to the Maturity Date
then in effect for the Revolving Credit Facility (or, if such day is not a
Business Day, the next preceding Business Day).





“Letter of Credit Fee”
has the meaning specified in Section
2.03(i).





“Letter of Credit
Sublimit” means an amount equal to $35,000,000.  The Letter of
Credit Sublimit is part of, and not in addition to, the Revolving Credit
Facility.





“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic
effect as any of the foregoing).





“Loan” means an
extension of credit by a Lender to the U.S. Borrower under Article II in the
form of a Term B Loan, a Revolving Credit Loan or a Swing Line
Loan.





“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty,
(d) the Security Documents, (e) the Fee Letter, (f) each Issuer Document,
(g) each Secured Hedge Agreement (h), each Secured Cash Management
Agreement and (i) each Bilateral Facility Document; provided that for
purposes of the definition of “Material Adverse Effect” and Articles IV through
IX, “Loan
Documents” shall not include Secured Hedge Agreements or Secured Cash Management
Agreements.


28





“Loan Parties” means,
collectively, the U.S. Borrower, each Designated Foreign Subsidiary Borrower and
each Guarantor.





“Mandatory Cost”
means, with respect to any period, the percentage rate per annum determined in
accordance with Schedule 1.01(b).





“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse
effect on, the operations, business, assets, properties, liabilities (actual or
contingent) or financial condition of Holdings and its Subsidiaries, taken as a
whole; (b) a material impairment of the rights and remedies of the
Administrative Agent or any Lender under any Loan Document, or of the ability of
the U.S. Borrower and the Guarantors taken as a whole to perform their
obligations under any Loan Document to which they are parties; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the U.S. Borrower or any Guarantor of any Loan Document to which it is a
party.





“Materials of Environmental
Concern” means any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products or any hazardous or toxic substances,
materials or wastes, defined or regulated as such in or under any Environmental
Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde
insulation.





“Maturity Date” means
(a) with respect to the Revolving Credit Facility, June 5, 2012 and (b) with
respect to the Term B Facility, June 5, 2013; provided, however, that, in
each case, if such date is not a Business Day, the Maturity Date shall be the
next preceding Business Day.





“Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.





“Mortgages” means each
of the mortgages and deeds of trust made by any Loan Party in favor of, or for
the benefit of, the Administrative Agent for the benefit of the Lenders,
substantially in form as Exhibit F (with such
changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded).





“Mortgaged Properties”
means the real properties listed under the heading “Mortgaged Properties” on
Schedule
1.01(c), as to which the Administrative Agent for the benefit of the
Lenders shall be granted a Lien pursuant to the Mortgages.





“Multiemployer Plan”
means a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.




“Net Cash Proceeds”
means, with respect to any Disposition or issuance of Indebtedness byHoldingsor
any of its Subsidiaries, or any proceeds of casualty insurance or condemnation
awards (or payments in lieu thereof) received or paid to the account of Holdings
or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash
Equivalents received in connection with such transaction (including any cash or
Cash Equivalents received by way of deferred payment pursuant to, or by
monetization of, a note receivable or otherwise, but only as and when so
received) over (ii) the sum of (A) the principal amount of any Indebtedness that
is secured by the applicable asset and that is required to be repaid in
connection with such transaction (other than Indebtedness under the Loan
Documents), (B) the reasonable and customary fees and out-of-pocket expenses
incurred by Holdingsor
such Subsidiary in connection with such transaction and (C) income taxes
reasonably estimated to be actually payable within two years of the date of the
relevant transaction as a result of any gain recognized in


29


connection
therewith; provided that, if the
amount of any estimated taxes pursuant to subclause (C) exceeds the amount of
taxes actually required to be paid in cash in respect of such Disposition, the
aggregate amount of such excess with respect to estimated taxes shall constitute
Net Cash Proceeds and shall be deemed received as of the date the determination
of such excess with respect to estimated taxes is made.





“Note” means a
Term B Note or a Revolving Credit Note, as the context may
require.





“Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any
Loan or Letter of Credit, including, without limitation all debts, obligations
and liabilities arising under the Bilateral Facility Documents, whether direct
or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.





“Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.





“Other Taxes” means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies under the laws of the United States (or any
political subdivision thereof) or, in the case of any Designated Foreign
Subsidiary Borrower, the jurisdiction of its organization arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.





“Outstanding Amount”
means (a) with respect to Term B Loans, Revolving Credit Loans and Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Term B Loans,
Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on
such date; and (b) with respect to any L/C Obligations on any date, the amount
of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the U.S. Borrower of Unreimbursed Amounts.





“Participating Member
State” means each state so described in any EMU Legislation.


“Participant” has the
meaning specified in Section
11.06(d).





“PBGC” means the
Pension Benefit Guaranty Corporation.


30





“PDC Environmental Indemnity
Agreement” means the Fox River PDC Environmental Indemnity Agreement,
dated as of November 9, 2001, between Holdings and the U.S. Borrower, as amended
prior to the date hereof and, if in accordance with the terms hereof, on or
after the date hereof.





“Permitted
Acquisition” means, as to any Person, any acquisition of property or
series of related acquisitions of property by such Person that (a) constitutes
all or substantially all of a business unit of any other Person or constitutes
all of the Capital Stock of any other Person (other than director’s qualifying
shares), and (b) is permitted by and consummated in compliance with the
requirements of Section
7.07(k).





“Permitted
Encumbrances” has the meaning specified in the Mortgages.





“Permitted Existing
Debt” means Indebtedness described on Schedule
7.02.





“Permitted Refinancing
Debt” means (x) in connection with any refinancing of the Existing Senior
Subordinated Notes or the Senior Subordinated Notes, new subordinated
Indebtedness of the U.S. Borrower having terms (other than pricing), taken as a
whole, not materially less favorable to the U.S. Borrower than those applicable
to the Senior Subordinated Notes or otherwise acceptable to the Administrative
Agent; provided
that in no event shall such Indebtedness (a) amortize, or otherwise be subject
to scheduled redemptions, repurchases or other payments of principal or have a
final maturity date that is earlier than the Senior Subordinated Notes, (b) be
subordinated to the Obligations in a manner less favorable to the Lenders than
the Senior Subordinated Notes, (c) provide for covenants, events of default and
remedies materially less favorable to the U.S. Borrower than the Senior
Subordinated Notes or (d) require prepayments or mandatory redemptions in a
manner materially more extensive than the Senior Subordinated Notes; and (y) in
connection with any refinancing of the Senior Unsecured Notes, new unsecured
Indebtedness of the U.S. Borrower having terms (other than pricing), taken as a
whole, not materially less favorable to the U.S. Borrower than those applicable
to the Senior Unsecured Notes or otherwise on then market terms and conditions
for senior unsecured debt securities (as determined in good faith by the U.S.
Borrower) or otherwise acceptable to the Administrative Agent; provided that in no
event shall such Indebtedness (a) amortize, or otherwise be subject to scheduled
redemptions, repurchases or other payments of principal or have a final maturity
date that is earlier than the date that is six (6) months after the Maturity
Date with respect to the Term B Facility, (b) require prepayments or mandatory
redemptions in a manner materially more extensive than the Senior Unsecured
Notes, (c) contain maintenance financial covenants that are more restrictive
than those under this Agreement or (d) contain other terms and conditions that
are more restrictive, taken as a whole, than those under this
Agreement.





“Permitted Refinancing Debt
Documents” means all instruments and other agreements entered into by
Holdings, the U.S. Borrower or any Subsidiaries in connection with any Permitted
Refinancing Debt.




“Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.





“Plan” means at a
particular time, any employee benefit plan that is covered by ERISA and in
respect of which the U.S. Borrower or a Commonly Controlled Entity is (or, if
such plan were terminated at such time, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of
ERISA.


31





“Platform” has the
meaning specified in Section
6.02.





“Pledged Stock” has
the meaning specified in the Guarantee and Collateral Agreement.





“Public Lender” has
the meaning specified in Section
6.02.





“Recovery Event” means
any settlement of or payment in respect of any property or casualty insurance
claim or any condemnation proceeding relating to any asset of any Group
Member.





“Register” has the
meaning specified in Section
11.06(c).





“Reimbursement
Obligation” means the obligation of the U.S. Borrower to reimburse each
L/C Issuer pursuant to Section 2.03 for
amounts drawn under Letters of Credit.





“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.





“Reorganization” means
with respect to any Multiemployer Plan, the condition that such plan is in
reorganization within the meaning of Section 4241 of ERISA.





“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than those
events as to which the thirty day notice period is waived under subsections .27,
..28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.





“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Term B Loans or Revolving Credit Loans, a Committed Loan Notice,
(b) with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice.





“Required Lenders”
means, as of any date of determination, Lenders holdingmore than 50%
of the sum of the (a) Total Outstandings (with the aggregate amount of each
Revolving Credit Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed “held” by such Revolving Credit
Lender for purposes of this definition) and (b) aggregate unused Revolving
Credit Commitments; provided that the
unused Revolving Credit Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.





“Required Revolving
Lenders” means, as of any date of determination, Revolving Credit Lenders
holding more than 50%of
the sum of the (a) Total Revolving Credit Outstandings (with the aggregate
amount of each Revolving Credit Lender’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by
such Revolving Credit Lender for purposes of this definition) and
(b) aggregate unused Revolving Credit Commitments; provided that the
unused Revolving Credit Commitment of, and the portion of the Total Revolving
Credit Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Revolving
Lenders.





32


“Required Term B
Lenders” means, as of any date of determination, Term B Lenders holding
more than 50%of
the Term B Facility on such date; provided that the
portion of the Term B Facility held by any Defaulting Lender shall be excluded
for purposes of making a determination of Required Term B Lenders.





“Requirement of Law”
means, as to any Person, the Certificate or Articles of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.




“Responsible Officer”
means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or controller of a Loan Party and any other
officer of the applicable Loan Party so designated by any of the foregoing
officers in a notice to the Administrative Agent.  Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.





“Restricted Payment”
has the meaning set forth in Section
7.06.





“Revaluation Date”
means (a) with respect to any Loan, each of the following:  (i) each
date of a Borrowing of a Eurodollar Rate Loan denominated in an Alternative
Currency, (ii) each date of a continuation of a Eurodollar Rate Loan denominated
in an Alternative Currency pursuant to Section 2.02,
and (iii) such additional dates as the Administrative Agent shall determine or
the Required Lenders shall require; and (b) with respect to any Letter of
Credit, each of the following:  (i) each date of issuance of a Letter
of Credit denominated in an Alternative Currency, (ii) each date of an amendment
of any such Letter of Credit having the effect of increasing the amount thereof
(solely with respect to the increased amount), (iii) each date of any payment by
the applicable L/C Issuer under any Letter of Credit denominated in an
Alternative Currency, and (iv) such additional dates as the Administrative Agent
or the applicable L/C Issuer shall determine or the Required Lenders shall
require.





“Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Revolving Credit
Loans of the same Type and, in the case of Eurodollar Rate Loans, having the
same Interest Period made by each of the Revolving Credit Lenders pursuant to
Section
2.01(b).





“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to
(a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(b), (b)
purchase participations in L/C Obligations, and (c) purchase participations in
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under
the caption “Revolving Credit Commitment” or opposite such caption in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.





“Revolving Credit
Facility” means, at any time, the aggregate amount of the Revolving
Credit Lenders’ Revolving Credit Commitments at such time.





“Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit
Commitment at such time.


33





“Revolving Credit
Loan” has the meaning specified in Section
2.01(b).





“Revolving Credit
Note” means any promissory note made by the U.S. Borrower or any
Designated Foreign Subsidiary Borrower in favor of a Revolving Credit Lender
evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made
by such Revolving Credit Lender, substantially in the form of Exhibit C-2.





“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto.





“Same Day Funds” means
(a) with respect to disbursements and payments in Dollars, immediately available
funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative
Agent or the applicable L/C Issuer, as the case may be, to be customary in the
place of disbursement or payment for the settlement of international banking
transactions in the relevant Alternative Currency.





“SEC” means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.





“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by
and between the U.S. Borrower or any other Loan Party and any Cash Management
Bank.





“Secured Hedge
Agreement” means any interest rate, energy, raw materials or commodity
Hedge Agreement permitted under Article VII that is
entered into by and between the U.S. Borrower or any other Loan Party and any
Hedge Bank.





“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the
Hedge Banks, the Cash Management Banks, the Bilateral Facility Lenders, each
co-agent or sub-agent appointed by the Administrative Agent from time to time
pursuant to Section 9.05,
and the other Persons the Obligations owing to which are or are purported to be
secured by the Collateral under the terms of the Security
Documents.





“Security Documents”
means the collective reference to the Guarantee and Collateral Agreement, the
Mortgages, each Foreign Subsidiary Guarantee, each Foreign Security Agreement,
each Foreign Pledge Agreement, the Intellectual Property Security Agreement (and
any supplement thereto), each deposit account control agreement, each security
account control agreement and all other security documents hereafter delivered
to the Administrative Agent granting or perfecting a Lien on any property of any
Person to secure the obligations and liabilities of any Loan Party under any
Loan Document.





“Senior Subordinated
Notes” means the 9 3/4% unsecured subordinated notes of the U.S. Borrower
due 2014 in an aggregate principal amount of $185,000,000 issued and sold on
June 11, 2004 pursuant to the Senior Subordinated Note Indenture.





“Senior Subordinated Note
Indenture” means the Indenture entered into by Holdings, the U.S.
Borrower and certain of its Subsidiaries in connection with the issuance of the
Senior Subordinated Notes, together with all instruments and other agreements
entered into by Holdings, the U.S. Borrower or such Subsidiaries in connection
therewith, as amended prior to the Closing Date and as may be amended thereafter
in accordance with the terms of this Agreement.


34





“Senior Unsecured
Notes” means the 8 1/8% unsecured notes of the U.S. Borrower due 2011 in
an aggregate principal amount of $150,000,000 issued and sold on June 11, 2004
pursuant to the Senior Unsecured Note Indenture.





“Senior Unsecured Note
Indenture” means the Indenture entered into by Holdings, the U.S.
Borrower and certain of its Subsidiaries in connection with the issuance of the
Senior Unsecured Notes, together with all instruments and other agreements
entered into by Holdings, the U.S. Borrower or such Subsidiaries in connection
therewith, as amended prior to the Closing Date and as may be amended thereafter
in accordance with the terms of this Agreement.





“Single Employer Plan”
means any Plan that is covered by Title IV of ERISA, but that is not a
Multiemployer Plan.





“Solvent” and “Solvency” mean, with
respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature, (d) such Person is not engaged in business or a transaction,
and is not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small capital, and (e) such Person is
able to pay its debts and liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business.  The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.





“Special Notice
Currency” means at any time an Alternative Currency, other than the
currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or
Europe.





“Specified Change of
Control” means a “Change of Control” (or any other defined term having a
similar purpose) as defined in the Senior Subordinated Note Indenture, in the
Senior Unsecured Note Indenture, in any Permitted Refinancing Debt Document or
in any other document (other than this Agreement) evidencing Indebtedness, in
each case so long as there is at least $10,000,000 aggregate principal amount
outstanding under the respective issue.





“Spot Rate” for a
currency means the rate determined by the Administrative Agent or the applicable
L/C Issuer, as applicable, to be the rate quoted by the Person acting in such
capacity as the spot rate for the purchase by such Person of such currency with
another currency through its principal foreign exchange trading office at
approximately 10:00 a.m. on the date two Business Days prior to the date as of
which the foreign exchange computation is made; providedthat the Administrative
Agent or the applicable L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the applicable
L/C Issuer if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided further that the
applicable L/C Issuer will use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.


35





“Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless
otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the U.S. Borrower.





“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section
2.04.





“Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.





“Swing Line Loan” has
the meaning specified in Section
2.04(a).





“Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit
B.





“Swing Line Sublimit”
means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving
Credit Facility.  The Swing Line Sublimit is part of, and not in
addition to, the Revolving Credit Facility.





“Synthetic Debt”
means, with respect to any Person as of any date of determination thereof, all
obligations of such Person in respect of transactions entered into by such
Person that are intended to function primarily as a borrowing of funds
(including any minority interest transactions that function primarily as a
borrowing) but are not otherwise included in the definition of “Indebtedness” or as a
liability on the consolidated balance sheet of such Person and its Subsidiaries
in accordance with GAAP.





“TARGET Day” means any
day on which the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET) payment system (or, if such payment system ceases to be
operative, such other payment system (if any) determined by the
Administrative Agent to be a suitable replacement) is open for the settlement of
payments in Euro.





“Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings, or
similar types of assessments, fees or other charges related to taxes imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.





“Term B Borrowing”
means a borrowing consisting of simultaneous Term B Loans of the same Type and,
in the case of Eurodollar Rate Loans, having the same Interest Period made by
each of the Term B Lenders pursuant to Section
2.01(b).





“Term B Commitment”
means, as to each TermB Lender, its obligation
to make Term B Loans to the U.S. Borrower pursuant to Section 2.01(b) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender’s name on Schedule 2.01 under
the caption “Term B Commitment” or opposite such caption in the Assignment and
Assumption pursuant to which such Term B Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.


36





“Term B Facility”
means, at any time, the aggregate principal amount of the Term B Loans of all
Term B Lenders outstanding at such time.





“Term B Lender” means
at any time, (a) on or prior to the Closing Date, any Lender that has a Term B
Commitment at such time and (b) at any time after the Closing Date, any Lender
that holds Term B Loans at such time.





“Term B Loan” means an
advance made by any Term B Lender under the Term B Facility.





“Term B Note” means a
promissory note made by the U.S. Borrower in favor of a Term B Lender,
evidencing Term B Loans made by such Term B Lender, substantially in
the form of Exhibit C-1.





“Total Revolving Credit
Outstandings” means the aggregate Outstanding Amount of all Revolving
Credit Loans, Swing Line Loans and L/C Obligations.





“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.





“Transaction”means,
collectively, (a) the entering into by the Loan Parties and their applicable
Subsidiaries of the Loan Documents to which they are or are intended to be a
party, (b) the refinancing of certain outstanding Indebtedness of the U.S.
Borrower and its Subsidiaries and the termination of all commitments with
respect thereto and (c) the payment of the fees and expenses incurred in
connection with the consummation of the foregoing.





“Type” means, with
respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate
Loan.





“UCC” means the
Uniform Commercial Code as in effect in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.





“UKBorrower” means
BemroseBooth Limited, a company organized under the laws of the United
Kingdom.




“UKGuarantee and
Debenture” means the Guarantee and Debenture to be executed and delivered
by each Subsidiary that is a Guarantor and that is organized under the laws of
the United Kingdom, substantially in the form of Exhibit
G.




“UKShare Charge” means
the Share Charge to be executed and delivered by the U.S. Borrower in connection
with the pledge of shares of the UK Borrower, substantially in the form of Exhibit
H.




“United States” and
“U.S.” mean the
United States of America.





“Unreimbursed Amount”
has the meaning specified in Section
2.03(c)(i).


37





“U.S. Borrower” has
the meaning specified in the introductory paragraph hereto.





“U.S. Loan Party”
means any Loan Party that is organized under the laws of one of the states of
the United States of America and that is not a CFC.





“Whitewash Procedure”
means the procedure whereby a Subsidiary organized under the laws of the United
Kingdom is permitted to provide financial assistance in accordance with Sections
151-158 of the Companies Act 1985 of England and Wales, as amended, in respect
of any Loans, the proceeds of which are used to purchase the Capital Stock of a
Person organized under the laws of the United Kingdom.





“Wholly Owned
Subsidiary” means as to any Person, any other Person all of the Capital
Stock of which (other than directors’ qualifying shares required by law) is
owned by such Person directly and/or through other Wholly Owned
Subsidiaries.





1.02                 Other Interpretive
Provisions.





With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:





(a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The word
“will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words
“herein,”
“hereof” and
“hereunder,”
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Preliminary Statements, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to,
the Loan Document in which such references appear, (v) any reference to any law
shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.





(b)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;”
the words “to”
and “until”
each mean “to but
excluding;” and the word “through” means “to and
including.”





(c)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.


38





1.03                 Accounting
Terms.





(a)           Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP, as in effect from time to
time, applied in a manner consistent with that used in preparing the audited
consolidated balance sheet of the U.S. Borrower and its Subsidiaries for the
fiscal year ended December 30, 2006, and the related consolidated statements of
income or operations, shareholders’ equity and cash flows for such fiscal year
of the U.S. Borrower and its Subsidiaries, including the notes thereto, except as otherwise
required or permitted under GAAP (and subject to clause (b) below) and disclosed
to the Administrative Agent or the Lenders in the first financial statements in
which the change is made.





(b)           Changes in
GAAP.  If at any time any change in GAAP (or a change by the
Loan Parties in the application thereof) would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
U.S. Borrower or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the U.S. Borrower shall negotiate in good faith to amend
such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP (or the application thereof) (subject to the approval of the
Borrower and the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the U.S.
Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP
(or the application thereof).





1.04                 Rounding.





Any
financial ratios required to be maintained by the U.S. Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).





1.05                 Times of
Day.





Unless
otherwise specified, all references herein to times of day shall be references
to Central time (daylight or standard, as applicable).





1.06                 Letter of Credit
Amounts.





Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided,
however, that
with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit shall be deemed
to be the maximum stated amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum stated amount is in effect at
such time.


39





1.07                 Currency Equivalents
Generally.





Any
amount specified in this Agreement (other than in Articles II, IX and X) or any of the
other Loan Documents to be in Dollars shall also include the equivalent of such
amount in any currency other than Dollars, such equivalent amount thereof in the
applicable currency to be determined by the Administrative Agent at such time on
the basis of the Spot Rate for the purchase of such currency with
Dollars.





1.08                 Exchange
Rates; Currency Equivalents.





(a)           The
Administrative Agent or the applicable L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts
denominated in Alternative Currencies.  Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur.  Except for purposes of financial
statements delivered by Loan Parties hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency (other than Dollars) for purposes of the Loan Documents
shall be such Dollar Equivalent amount as so determined by the Administrative
Agent or the applicable L/C Issuer, as applicable.





(b)           Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of a Eurodollar Rate Loan or the issuance, amendment or extension of
a Letter of Credit, an amount, such as a required minimum or multiple amount, is
expressed in Dollars, but such Borrowing, Eurodollar Rate Loan or Letter of
Credit is denominated in an Alternative Currency, such amount shall be the
relevant Alternative Currency Equivalent of such Dollar amount (rounded to the
nearest unit of such Alternative Currency, with 0.5 of a unit being rounded
upward), as determined by the Administrative Agent or the applicable L/C Issuer,
as the case may be.





1.09                 Additional Alternative
Currencies.





(a)           Any
Designated Foreign Subsidiary Borrower may from time to time request that
Eurodollar Rate Loans be made and/or Letters of Credit be issued in a currency
other than those specifically listed in the definition of “Alternative
Currency;” provided that such
requested currency is a lawful currency (other than Dollars) that is readily
available and freely transferable and convertible into Dollars.  In
the case of any such request with respect to the making of Eurodollar Rate
Loans, such request shall be subject to the approval of the Administrative Agent
and the Revolving Credit Lenders; and in the case of any such request with
respect to the issuance of Letters of Credit, such request shall be subject to
the approval of the Administrative Agent and the applicable L/C
Issuer.


40





(b)           Any
such request shall be made to the Administrative Agent not later than 10:00
a.m., at least 15 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent and, in the case of any such request pertaining to Letters of Credit, the
applicable L/C Issuer, in its or their sole discretion).  In the case
of any such request pertaining to Eurodollar Rate Loans, the Administrative
Agent shall promptly notify each Revolving Credit Lender thereof; and in the
case of any such request pertaining to Letters of Credit, the Administrative
Agent shall promptly notify the applicable L/C Issuer thereof.  Each
Revolving Credit Lender (in the case of any such request pertaining to
Eurodollar Rate Loans) or the applicable L/C Issuer (in the case of a request
pertaining to Letters of Credit) shall notify the Administrative Agent, not
later than 10:00 a.m., no later than ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of
EurodollarRate
Loans or the issuance of Letters of Credit, as the case may be, in such
requested currency.





(c)           Any
failure by a Revolving Credit Lender or the applicable L/C Issuer, as the case
may be, to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by such Revolving Credit
Lender or the applicable L/C Issuer, as the case may be, to permit Eurodollar
Rate Loans to be made or Letters of Credit to be issued in such requested
currency.  If the Administrative Agent and all the Revolving Credit
Lenders consent to making Eurodollar Rate Loans in such requested currency, the
Administrative Agent shall so notify the U.S. Borrower and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Borrowings of Eurodollar Rate Loans; and if the Administrative
Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit
insuch requested
currency, the Administrative Agent shall so notify the U.S. Borrower and such
currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Letter of Credit issuances. If the
Administrative Agent shall fail to obtain consent to any request for an
additional currency under this Section 1.09, the
Administrative Agent shall promptly so notify the U.S. Borrower.





1.10                 Change of Currency.





(a)           Each
obligation of the Borrowers to make a payment denominated in the national
currency unit of any member state of the European Union that adopts the Euro as
its lawful currency after the date hereof shall be redenominated into Euro at
the time of such adoption (in accordance with the EMU
Legislation).  If, in relation to the currency of any such member
state, the basis of accrual of interest expressed in this Agreement in respect
of that currency shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest in respect of the
Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any
Borrowing in the currency of such member state is outstanding immediately prior
to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.





(b)  With
respect to any Alternative Currency other than Euros, each provision of this
Agreement shall be subject to such reasonable changes of construction as the
Administrative Agent may from time to time specify to be appropriate to reflect
the adoption of the Euro by any applicable member state of the European Union
and any relevant market conventions or practices relating to the
Euro.





(c)           With
respect to any Alternative Currency other than Euros, each provision of this
Agreement also shall be subject to such reasonable changes of construction as
the Administrative Agent may from time to time specify to be appropriate to
reflect a change in currency of any applicable other country and any relevant
market conventions or practices relating to the change in
currency.


41





ARTICLE
II





THE COMMITMENTS AND CREDIT
EXTENSIONS





2.01                 The
Loans.








(a)           The Term B
Borrowing.  Subject to the terms and conditions set forth
herein (including without limitation the conditions set forth in Section 4.02), each
Term B Lender severally agrees to make loans to the U.S. Borrower on the
Closing Date in an aggregate amount not to exceed such Term B Lender’s
Term B Commitment.  Each Term B Borrowing shall consist of
Term B Loans made simultaneously by the Term B Lenders in accordance
with their respective Term B Commitments.  Amounts borrowed under
this Section 2.01(a)
and repaid or prepaid may not be reborrowed.  Term B Loans may be
Base Rate Loans or Eurodollar Rate Loans as further provided
herein.





(b)           The Revolving Credit
Borrowings.  Subject to the terms and conditions set forth
herein (including without limitation the conditions set forth in Section 4.02), each
Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit
Loan”) to the U.S. Borrower in Dollars and to any Designated Foreign
Subsidiary Borrower in Dollars or in one or more Alternative Currencies from
time to time, on any Business Day during the Availability Period for the
Revolving Credit Facility, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after
giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit
Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all L/C Obligations, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Revolving Credit Lender’s
Revolving Credit Commitment, and (iii) the aggregate Outstanding Amount of all
Revolving Credit Loans made in Alternative Currencies shall not exceed the
Alternative Currency Sublimit.   Within the limits of each
Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other
terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b),
prepay under Section
2.05, and reborrow under this Section
2.01(b).  Revolving Credit Loans made to the U.S. Borrower may
be Base Rate Loans or Eurodollar Rate Loans, as further provided herein, and all
Revolving Credit Loans made to any Designated Foreign Subsidiary Borrower shall
be Eurodollar Rate Loans (or, if denominated in Dollars, may also be made as
Base Rate Loans) as further provided herein.  Notwithstanding the
foregoing, all Borrowings in Alternative Currencies made at any time shall be
Eurodollar Rate Loans.





2.02                 Borrowings, Conversions and
Continuations of Loans.








(a)           Each
Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term B
Loans or Revolving Credit Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the U.S. Borrower’s
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than 10:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans
or of any conversion of Eurodollar Rate Loans to Base Rate Loans, (ii) four
Business Days (or five Business Days in the case of a Special Notice Currency)
prior to the requested date of any Borrowing or continuation of Eurodollar Rate
Loans denominated in


42


Alternative
Currencies and (iii) on the requested date of any Borrowing of Base Rate
Loans.  Each telephonic notice by the U.S. Borrower pursuant to this
Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the U.S. Borrower.  Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of at least
$3,000,000 or a whole multiple of $500,000 in excess thereof.  Except
as provided in Sections 2.03(c) and
2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $50,000 in excess thereof.  Each
Committed Loan Notice  (whether telephonic or written) shall specify
(i) the identity of the Borrower who is to make the Borrowing, (ii) whether the
Borrower is requesting a Term B Borrowing, a Revolving Credit Borrowing, a
conversion of Term B Loans or Revolving Credit Loans from one Type to the other,
or a continuation of Eurodollar Rate Loans, (iii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iv) the principal amount of Loans to be borrowed, converted or
continued, (v) the Type of Loans to be borrowed or to which existing Term B
Loans or Revolving Credit Loans are to be converted, and (vi) if applicable, the
duration of the Interest Period with respect thereto.  If any Borrower
fails to specify a Type of Loan in a Committed Loan Notice or if such Borrower
fails to give a timely notice requesting a conversion or continuation, then the
applicable Term B Loans or Revolving Credit Loans shall be made as, or converted
to, Eurodollar Rate Loans in their original currency with an Interest Period of
one month; provided, however, that in the
case of any Designated Foreign Subsidiary Borrower’s failure to timely request a
continuation of Loans denominated in an Alternative Currency, such Loans shall
be continued as Eurodollar Rate Loans in their original currency with an
Interest Period of one month.  Any such automatic conversion to
Eurodollar Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate
Loans.  No Designated Foreign Subsidiary Borrower shall be permitted
to convert any Eurodollar Rate Loans denominated in Alternative Currency to Base
Rate Loans.  If the U.S. Borrower requests a Borrowing of, conversion
to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.  Notwithstanding anything to the
contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate
Loan.





(b)           Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage under the
applicable Facility of the applicable Term B Loans or Revolving Credit
Loans, and if no timely notice of a conversion or continuation is provided by
the U.S. Borrower, the Administrative Agent shall notify each Lender of the
details of any automatic continuation of Loans, in each case as described in
Section
2.02(a). In the case of the Term B Borrowings on the Closing Date and any
Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its
Loan available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office not later than 12:00 noon in the case of any Loan
denominated in Dollars, and not later than the Applicable Time specified by the
Administrative Agent in the case of any Loan in an Alternative Currency, in each
case on the Business Day specified in the applicable Committed Loan
Notice.  Upon satisfaction of the applicable conditions set forth in
Section 4.02
(and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the
applicable Borrower in like funds as received by the Administrative Agent either
by (i) in the case of the U.S. Borrower, crediting the account of the U.S.
Borrower on the books of Bank of America with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
applicable Borrower; provided, however, that if, on
the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is
given by the U.S. Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Revolving Credit Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be made
available to the U.S. Borrower as provided above.


43





(c)           Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued only on
the last day of an Interest Period for such Eurodollar Rate Loan, however a
Eurodollar Rate Loan denominated in Dollars may be converted at any time subject
to any applicable breakage fees to be paid by the applicable
Borrower.  During the existence of a Default, no Loans may be
requested as or converted to Eurodollar Rate Loans (whether in Dollars or any
Alternative Currency) or continued for an Interest Period of longer than one
month, in each case, without the consent of the Required Lenders, and the
Required Lenders may demand that (i) other than with respect to Eurodollar Loans
denominated in an Alternative Currency, any or all of the then outstanding
Eurodollar Rate Loans made to the Borrowers be converted to Base Rate Loans and
(ii) any or all of the then outstanding Eurodollar Rate Loans denominated in an
Alternative Currency be redenominated into Dollars in the amount of the Dollar
Equivalent thereof, in the case of the preceding clauses (i) and (ii) on the
last day of the then current Interest Period with respect thereto.





(d)           The
Administrative Agent shall promptly notify the U.S. Borrower and the Lenders of
the interest rate applicable to any Interest Period for Eurodollar Rate Loans
upon determination of such interest rate.  At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the U.S. Borrower
and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such
change.





(e)           After
giving effect to all Term B Borrowings, all conversions of Term B
Loans from one Type to the other, and all continuations of Term B Loans as
the same Type, there shall not be more than six (6) Interest Periods in effect
in respect of the Term B Facility.  After giving effect to all
Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one
Type to the other, and all continuations of Revolving Credit Loans as the same
Type, there shall not be more than ten (10) Interest Periods in effect in
respect of the Revolving Credit Facility.





2.03                 Letters of Credit;
Auto-Extension Letters of Credit.











(a)           The Letter of Credit
Commitment.  (i) Subject to the terms and conditions set forth
herein (including without limitation the conditions set forth in Section 4.02), (A)
the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit
Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit
denominated in Dollars or in one or more Alternative Currencies (subject to
Section
2.04(a)(iv)) for the account of the U.S. Borrower, and to amend or extend
Letters of Credit previously issued by it, in accordance with Section 2.03(b), and
(2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit
Lenders severally agree to participate in Letters of Credit issued for the
account of the U.S. Borrower and any drawings thereunder; provided that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the Total Revolving Credit Outstandings shall not exceed the Revolving
Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit
Loans of any Revolving Credit Lender, plus such Lender’s
Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s
Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z)
the Outstanding Amount of the L/C Obligations shall not exceed the Letter of
Credit Sublimit.  Each request by the U.S. Borrower for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by the
U.S. Borrower that the L/C Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding


44


sentence.  Within
the foregoing limits, and subject to the terms and conditions hereof, the U.S.
Borrower’s ability to obtain Letters of Credit shall be fully revolving, and
accordingly the U.S. Borrower may, during the foregoing period, obtain Letters
of Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed.  All Existing Letters of Credit shall be deemed
to have been issued pursuant hereto, and from and after the Closing Date shall
be subject to and governed by the terms and conditions hereof; provided that the
Loan Parties agree not to extend or renew any such Existing Letters of Credit
except with Bank of America as L/C Issuer.





(ii)           The
L/C Issuer shall not issue any Letter of Credit if:





(A)           the
expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance, unless the Required Revolving Lenders have
approved such expiry date; or





(B)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Revolving Credit Lenders have approved
such expiry date.





(iii)          If
the U.S. Borrower so requests in any applicable Letter of Credit Application,
the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter
of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the U.S. Borrower shall not be required to make a specific request to
the L/C Issuer for any such extension.  Once an Auto-Extension Letter
of Credit has been issued, the Revolving Credit Lenders shall be deemed to have
authorized (but may not require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of
Credit Expiration Date; provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation at such time to
issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Revolving Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Revolving Credit Lender or the U.S. Borrower that one
or more of the applicable conditions specified in Section 4.02 is not
then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.





(iv)           The
L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:


45





(A)           any
order, judgment or decree of any Governmental Authority or arbitrator (in the
case of a binding arbitration proceeding) shall by its terms purport to enjoin
or restrain the L/C Issuer from issuing such Letter of Credit, or any Law
applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the L/C
Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance
of letters of credit generally or such Letter of Credit in particular or shall
impose upon the L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems
material to it;





(B)           the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to letters of credit generally;





(C)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $250,000;





(D)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is to be denominated in a currency other than Dollars;





(E)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit contains any provisions for automatic reinstatement of the stated
amount after any drawing thereunder; or





(F)           a
default of any Lender’s obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender or an Impacted Lender
hereunder, unless the L/C Issuer has entered into Cash Collateral or other
arrangements satisfactory to the L/C Issuer with the U.S. Borrower or such
Lender to eliminate the L/C Issuer’s risk with respect to such
Lender.





(v)           The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.





(vi)           The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the
L/C Issuer would have no obligation at such time to issue such Letter of Credit
in its amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of
Credit.





(vii)          The
L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
the L/C Issuer shall have all of the benefits and immunities (A) provided
to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article IX included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.


46





(b)           Procedures for Issuance and
Amendment of Letters of Credit.  (i) Each Letter
of Credit shall be issued or amended, as the case may be, upon the request of
the U.S. Borrower delivered to the L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed
and signed by a Responsible Officer of the U.S. Borrower.  Such Letter
of Credit Application must be received by the L/C Issuer and the Administrative
Agent not later than 10:00 a.m. at least three Business Days (or such later date
and time as the Administrative Agent and the L/C Issuer may agree in a
particular instance in their sole discretion) prior to the proposed issuance
date or date of amendment, as the case may be.  In the case of a
request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C
Issuer:  (A) the proposed issuance date of the requested Letter of
Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry
date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing thereunder;
(F) the full text of any certificate to be presented by such beneficiary in case
of any drawing thereunder; (G) the purpose and nature of the requested Letter of
Credit; and (H) such other matters as the L/C Issuer may require.  In
the case of a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail satisfactory to
the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of
amendment thereof (which shall be a Business Day); (3) the nature of the
proposed amendment; and (4) such other matters as the L/C Issuer may
require.  Additionally, the U.S. Borrower shall furnish to the L/C
Issuer and the Administrative Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the L/C Issuer or the Administrative Agent may
require.





(ii)           Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the U.S. Borrower and, if not, the L/C Issuer will provide the
Administrative Agent with a copy thereof.  Unless the L/C Issuer has
received written notice from any Revolving Credit Lender, the Administrative
Agent or any Loan Party, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not
then be satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, issue a Letter of Credit for the account of
the U.S. Borrower or enter into the applicable amendment, as the case may be, in
each case in accordance with the L/C Issuer’s usual and customary business
practices.  Immediately upon the issuance of each Letter of Credit,
each Revolving Credit Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Revolving Credit
Lender’s Applicable Revolving Credit Percentage times the amount of
such Letter of Credit.





(iii)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the U.S. Borrower and the Administrative
Agent a true and complete copy of such Letter of Credit or
amendment.





47


(c)           Drawings and Reimbursements;
Funding of Participations.  (i) Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such Letter
of Credit, the L/C Issuer shall notify the U.S. Borrower and the Administrative
Agent thereof.  In the case of a Letter of Credit denominated in an
Alternative Currency, the U.S. Borrower shall reimburse the L/C Issuer in such
Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B)
in the absence of any such requirement for reimbursement in Dollars, the U.S.
Borrower shall have notified the L/C Issuer promptly following receipt of the
notice of drawing that the U.S. Borrower will reimburse the L/C Issuer in
Dollars.  In the case of any such reimbursement in Dollars of a
drawing under a Letter of Credit denominated in an Alternative Currency, the L/C
Issuer shall notify the U.S. Borrower of the Dollar Equivalent of the amount of
the drawing promptly following the determination thereof.  Not later
than 10:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
Credit to be reimbursed in Dollars, or the Applicable Time on the date of any
payment by the L/C Issuer under a Letter of Credit to be reimbursed in an
Alternative Currency (each such date, an “Honor Date”), the
U.S. Borrower shall reimburse the L/C Issuer through the Administrative Agent in
an amount equal to the amount of such drawing, which reimbursement may be in the
form of direct cash reimbursement or in the form of a Base Rate Loan as set
forth below.  If the U.S. Borrower fails to reimburse the L/C Issuer
in the form of a direct cash reimbursement by such time, the Administrative
Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the
amount of the unreimbursed drawing (expressed in Dollars in the amount of the
Dollar Equivalent thereof in the case of a Letter of Credit denominated in an
Alternative Currency) (the “Unreimbursed
Amount”), and the amount of such Revolving Credit Lender’s Applicable
Revolving Credit Percentage thereof.  In such event, the U.S. Borrower
shall be deemed to have requested a Revolving Credit Borrowing of Base Rate
Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum, multiples or notice period specified in
Section 2.02
for the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Revolving Credit Commitments and the conditions set
forth in Section
4.02 (other than the delivery of a Committed Loan Notice, and it being
understood that any failure of the U.S. Borrower to directly pay unreimbursed
drawings on the Honor Date in cash and without the need for a Base Rate Loan
shall not constitute a Default in determining whether the conditions to such
Revolving Credit Borrowing are satisfied).  Any notice given by the
L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.





(ii)           Each
Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer at the Administrative Agent’s Office in an amount equal to its Applicable
Revolving Credit Percentage of the Unreimbursed Amount not later than 12:00 noon
on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii),
each Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the U.S. Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the L/C
Issuer.





48


(iii)         
With respect to any Unreimbursed Amount that is not fully refinanced by a
Revolving Credit Borrowing of Base Rate Loans because the conditions set forth
in Section 4.02
cannot be satisfied or for any other reason, the U.S. Borrower shall be deemed
to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
interest rate specified in Section
2.08(b).  In such event, each Revolving Credit Lender’s payment
to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.





(iv)           Until
each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Revolving Credit Percentage of
such amount shall be solely for the account of the L/C Issuer.





(v)           
Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit,
as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the L/C Issuer, the U.S. Borrower
or any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to
this Section
2.03(c) is subject to the conditions set forth in Section 4.02 (other
than delivery by the U.S. Borrower of a Committed Loan Notice ).  No
such making of an L/C Advance shall relieve or otherwise impair the obligation
of the U.S. Borrower to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest as
provided herein.





(vi)           If
any Revolving Credit Lender fails to make available to the Administrative Agent
for the account of the L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer
in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid (exclusive of interest
and fees) shall constitute such Lender’s Revolving Credit Loan included in the
relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as
the case may be.  A certificate of the L/C Issuer submitted to any
Revolving Credit Lender (through the Administrative Agent) with respect to any
amounts owing under this Section 2.03(c)(vi)
shall be conclusive absent manifest error.


49





(d)           Repayment of
Participations.  (i) At any time after the L/C Issuer has made
a payment under any Letter of Credit and has received from any Revolving Credit
Lender such Lender’s L/C Advance in respect of such payment in accordance with
Section
2.03(c), if the Administrative Agent receives for the account of the L/C
Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the U.S. Borrower or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Applicable Revolving
Credit Percentage thereof in the same funds as those received by the
Administrative Agent.





(ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Revolving Credit Lender shall pay to the Administrative Agent
for the account of the L/C Issuer its Applicable Revolving Credit Percentage
thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned by such Lender,
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement.





(e)           Obligations
Absolute.  The obligation of the U.S. Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:





(i)           
 any lack of validity or enforceability of such Letter of Credit, this
Agreement, or any other Loan Document;





(ii)           the
existence of any claim, counterclaim, setoff, defense or other right that the
U.S. Borrower or any Subsidiary may have at any time against any beneficiary or
any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating
thereto, or any unrelated transaction;





(iii)                      any
draft, demand, certificate or other document presented under such 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; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;





(iv)                      any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law;


50





(v)         
  any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, the U.S.
Borrower or any of its Subsidiaries; or





(vi)           any
adverse changes in the relevant exchange rates or in the availability of the
relevant Alternative Currency to the U.S. Borrower or any of its Subsidiaries or
in the relevant currency markets generally.





The U.S.
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the U.S. Borrower’s instructions or other irregularity, the
U.S. Borrower will promptly (and in any event prior to the issuance and/or
effectiveness of such Letter of Credit or amendment) notify the L/C
Issuer.  The U.S. Borrower shall be conclusively deemed to have waived
any such claim against the L/C Issuer and its correspondents unless such notice
is given as aforesaid.





(f)           Role of L/C
Issuer.  Each Lender and the U.S. Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Revolving Credit Lenders or the Required
Revolving Lenders, as applicable; (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document.  The U.S. Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the U.S. Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement.  None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the U.S. Borrower may
have a claim against the L/C Issuer, and the L/C Issuer may be liable to the
U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the U.S. Borrower which the
U.S. Borrower proves were caused by the L/C Issuer’s willful misconduct or gross
negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuer 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, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.


51





(g)           Cash
Collateral.  Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Maturity Date for the Revolving Credit Facility, any L/C Obligation
for any reason remains outstanding, the U.S. Borrower shall, in each case,
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations.  Sections 2.05 and
8.02(c)set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03, Section 2.05 and
Section
8.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the
Lenders).  Derivatives of such term have corresponding
meanings.  The U.S. Borrower hereby grants to the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in
all such cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash Collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.  If at any
time the Administrative Agent determines that any funds held as Cash Collateral
are subject to any right or claim of any Person other than the Administrative
Agent or that the total amount of such funds is less than the aggregate
Outstanding Amount of all L/C Obligations, the U.S. Borrower will, forthwith
upon demand by the Administrative Agent, pay to the Administrative Agent, as
additional funds to be deposited as Cash Collateral, an amount equal to the
excess of (x) such aggregate Outstanding Amount over (y) the total
amount of funds, if any, then held as Cash Collateral that the Administrative
Agent determines to be free and clear of any such right and
claim.  Upon the drawing of any Letter of Credit for which funds are
on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under applicable Laws, to reimburse the L/C Issuer.





(h)           Applicability of
ISP.  Unless otherwise expressly agreed by the L/C Issuer and
the U.S. Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each standby Letter of Credit.





(i)           Letter of Credit
Fees.  The U.S. Borrower shall pay to the Administrative Agent
for the account of each Revolving Credit Lender in accordance with its
Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit
Fee”) for each Letter of Credit equal to the Applicable Rate times the daily
amount available to be drawn under such Letter of Credit.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.06.  Letter of Credit Fees shall be (i) due and payable on
the first Business Day of each April, July, October and January, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a
quarterly basis in arrears.  If there is any change in the Applicable
Rate during any quarter, the daily amount available to be drawn under each
Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.  Notwithstanding anything to the contrary contained herein,
upon the request of the Required Revolving Lenders, while any Event of Default
exists, all overdue Letter of Credit Fees shall accrue interest thereon at the
interest rate specified in Section
2.08(b).


52





(j)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The U.S.
Borrower shall pay directly to the L/C Issuer for its own account a fronting fee
with respect to each Letter of Credit, at the rate per annum specified in the
Fee Letter, computed on the daily amount available to be drawn under such Letter
of Credit on a quarterly basis in arrears.  Such fronting fee shall be
due and payable on the first Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period
(or portion thereof, in the case of the first payment), commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.06.  In addition, the U.S. Borrower shall pay directly to the
L/C Issuer for its own account the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the L/C
Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.





(k)           Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.





2.04                 Swing Line
Loans.





(a)  The Swing
Line.  Subject to the terms and conditions set forth herein
(including without limitation the conditions set forth in Section 4.02), the
Swing Line Lender may, in its discretion and in reliance upon the agreements of
the other Lenders set forth in this Section 2.04, make
loans (each such loan, a “Swing Line Loan”) to
the U.S. Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Revolving Credit Percentage of the
Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving
Credit Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Revolving Credit
Outstandings shall not exceed the Revolving Credit Facility at such time, and
(ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any
Revolving Credit Lender at such time, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all L/C Obligations at such time, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all Swing Line Loans at such time shall not exceed such Lender’s Revolving
Credit Commitment, and provided further that the U.S.
Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan.  Within the foregoing limits, and subject
to the other terms and conditions hereof, the U.S. Borrower may borrow under
this Section
2.04, prepay under Section 2.05, and
reborrow under this Section
2.04.  Each Swing Line Loan shall bear interest only at a rate
based on the Base Rate.  Immediately upon the making of a Swing Line
Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of
such Swing Line Loan.


53





(b)           Borrowing
Procedures.  Each Swing Line Borrowing shall be made upon the
U.S. Borrower’s irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone.  Each such
notice must be received by the Swing Line Lender and the Administrative Agent
not later than 12:00 noon on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum of $250,000 and in integral
multiples of $50,000 in excess thereof and (ii) the requested borrowing date,
which shall be a Business Day.  Each such telephonic notice must be
confirmed promptly by delivery to the Swing Line Lender and the Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and signed by
a Responsible Officer of the U.S. Borrower.  Promptly after receipt by
the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Swing Line Loan Notice and,
if not, the Swing Line Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof.  Unless the Swing Line Lender
has received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Revolving Credit Lender) prior to 1:00 p.m. on
the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth
in the first proviso to the first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 2:00 p.m. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the
U.S. Borrower at its office by crediting the account of the U.S. Borrower on the
books of the Swing Line Lender in immediately available funds.





(c)           Refinancing of Swing Line
Loans.  (i) The Swing Line Lender at any time in its sole and
absolute discretion may request, on behalf of the U.S. Borrower (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that
each Revolving Credit Lender make a Base Rate Loan in an amount equal to such
Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line
Loans then outstanding.  Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Revolving
Credit Facility and the conditions set forth in Section
4.02.  The Swing Line Lender shall furnish the U.S. Borrower
with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent.  Each Revolving Credit Lender
shall make an amount equal to its Applicable Revolving Credit Percentage of the
amount specified in such Committed Loan Notice available to the Administrative
Agent in immediately available funds for the account of the Swing Line Lender at
the Administrative Agent’s Office not later than 12:00 noon on the day specified
in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the U.S. Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line
Lender.





(ii)           If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving
Credit Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth
herein shall be deemed to be a request by the Swing Line Lender that each of the
Revolving Credit Lenders fund its risk participation in the relevant Swing Line
Loan and each Revolving Credit Lender’s payment to the Administrative Agent for
the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.


54





(iii)                      If
any Revolving Credit Lender fails to make available to the Administrative Agent
for the account of the Swing Line Lender any amount required to be paid by such
Lender pursuant to the foregoing provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the
Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the Swing Line Lender in connection with the foregoing.  If
such Lender pays such amount (with interest and fees as aforesaid), the amount
so paid (exclusive of interest and fees) shall constitute such Lender’s
Revolving Credit Loan included in the relevant Borrowing or funded participation
in the relevant Swing Line Loan, as the case may be.  A certificate of
the Swing Line Lender submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (iii) shall be conclusive
absent manifest error.





(iv)                      Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the U.S.
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to
this Section 2.04(c) is subject to the conditions set forth in Section
4.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of the U.S. Borrower to repay Swing Line Loans,
together with interest as provided herein.





(d)           Repayment of
Participations.  (i) At any time after any Revolving Credit
Lender has purchased and funded a risk participation in a Swing Line Loan, if
the Swing Line Lender receives any payment on account of such Swing Line Loan,
the Swing Line Lender will distribute to such Revolving Credit Lender its
Applicable Revolving Credit Percentage thereof in the same funds as those
received by the Swing Line Lender.





(ii)           If
any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender
its Applicable Revolving Credit Percentage thereof on demand of the
Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate.  The Administrative Agent will
make such demand upon the request of the Swing Line Lender.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.





55


(e)           Interest for Account of
Swing Line Lender.  The Swing Line Lender shall be responsible
for invoicing the U.S. Borrower for interest on the Swing Line
Loans.  Until each Revolving Credit Lender funds its Base Rate Loan or
risk participation pursuant to this Section 2.04 to
refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage
of any Swing Line Loan, interest in respect of such Applicable Revolving Credit
Percentage shall be solely for the account of the Swing Line
Lender.





(f)           Payments Directly to Swing
Line Lender.  The U.S. Borrower shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing
Line Lender.





2.05                 Prepayments.





(a)           Optional.  (i)
Subject to the last sentence of this Section 2.05(a)(i),
each Borrower may, upon notice from the U.S. Borrower to the Administrative
Agent, at any time or from time to time voluntarily prepay Term B Loans and
Revolving Credit Loans in whole or in part without premium or penalty; provided that (A)
such notice must be received by the Administrative Agent not later than 10:00
a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate
Loans, (2) four Business Days (or five, in the case of prepayment of Loans
denominated in Special Notice Currencies) prior to any date of prepayment of
Eurodollar Rate Loans denominated in Alternative Currencies and (3) on the date
of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans
shall be in a principal amount of at least $3,000,000 or a whole multiple of
$500,000 in excess thereof (or, if less, the entire principal amount of the
respective Borrowing); (C) any prepayment of Eurodollar Rate Loans denominated
in Alternative Currencies shall be in a principal amount of $1,000,000 or a
whole multiple of $500,000 in excess thereof (or, if less, the entire principal
amount thereof then outstanding), and (D) any prepayment of Base Rate Loans
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in
excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding.  Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar
Rate Loans are to be prepaid, the Interest Period(s) of such
Loans.  The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender’s ratable
portion of such prepayment (based on such Lender’s Applicable Percentage in
respect of the relevant Facility).  If such notice is given by the
U.S. Borrower, the applicable Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.  Any prepayment of a Eurodollar Rate Loan shall be
accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section
3.05.  Each prepayment of the outstanding Term B Loans pursuant
to this Section
2.05(a) shall be applied to the principal repayment installments thereof
in the U.S. Borrower’s discretion and each such prepayment shall be paid to the
Lenders in accordance with their respective Applicable Percentages in respect of
each of the relevant Facilities.  Notwithstanding anything to the
contrary contained herein, the U.S. Borrower shall not be permitted to prepay
the Term B Facility pursuant to this Section 2.05(a)(i)
during the period from the Closing Date through the date ten Business Days
thereafter.


56





(ii)           The
U.S. Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that (A)
such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 12:00 noon on the date of the prepayment, and (B) any such
prepayment shall be in a minimum principal amount of $100,000 (or the amount
outstanding, if less).  Each such notice shall specify the date and
amount of such prepayment.  If such notice is given by the U.S.
Borrower, the U.S. Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.





(b)           Mandatory.  (i)
Within five (5) Business Days after financial statements have been delivered
pursuant to Section
6.01(a) and the related Compliance Certificate has been delivered
pursuant to Section
6.02(a), the U.S. Borrower shall prepay an aggregate principal amount of
Term B Loans equal to the excess (if any) of (A) 75% of Excess Cash Flow
(provided that such percentage shall be reduced to 50% based upon the U.S.
Borrower achieving a Consolidated Leverage Ratio of less than 3.50 to 1.0
pursuant to a Compliance Certificate delivered pursuant to Section 6.02(a)) for
the fiscal year covered by such financial statements minus (B)the aggregate amount of
all prepayments of Revolving Credit Loans and Swing Line Loans during such
fiscal year to the extent accompanying permanent optional reductions of the
Revolving Credit Commitments and all optional prepayments of the Term B Loans
during such fiscal year.





(ii)           If
any Loan Party or any of its Subsidiaries (x) Disposes of any property in a
Disposition constituting an Asset Sale which results in the realization by such
Person of Net Cash Proceeds, (y) receives Net Cash Proceeds of casualty
insurance or condemnation awards (or from payments in lieu thereof) or any
Extraordinary Receipts (excluding for purposes of this clause (y) any Net Cash
Proceeds from “Recoveries” (as defined in the AWA Environmental Indemnity
Agreement and the API Environmental Indemnity Agreement), which must be paid to
AWA under the terms of the applicable Fox River Indemnity Arrangements) or (z)
incurs or issues any Indebtedness (other than Indebtedness expressly permitted
to be incurred or issued pursuant to Section 7.02), the
U.S. Borrower shall prepay an aggregate principal amount of Term B Loans equal
to 100% of such Net Cash Proceeds within five Business Days of the receipt
thereof by such Person (such prepayments to be applied as set forth in clause
(iii) below); provided, however, that, with
respect to any Net Cash Proceeds or Extraordinary Receipts otherwise required to
be applied under preceding clauses (x) and (y) above in this Section 2.05(b)(ii),
at the election of the U.S. Borrower (as notified by the U.S. Borrower to the
Administrative Agent (of its intent to reinvest) within five Business Days of
the date of such Disposition), and so long as no Event of Default shall have
occurred and be continuing at the time of such election, such Loan Partyor such Subsidiary may
reinvest all or any portion of such Net Cash Proceeds or Extraordinary Receipts
in operating assets so long as within180 days after the
receipt of such Net Cash Proceeds or Extraordinary Receipts, such purchase shall
have been consummated; and provided further, however, that any Net
Cash Proceeds or Extraordinary Receipts not so reinvested shall be immediately
applied (on such 180th day or,
if sooner, to the extent (I) the U.S. Borrower makes an earlier determination
that such funds will not be so invested (II) an Event of Default has occurred
and is continuing and the Required Lenders have requested immediate application)
to the prepayment of the Term B Loans as set forth in this Section
2.05(b)(ii).


57





(iii)           Each
prepayment of Term B Loans pursuant to the foregoing provisions of this Section 2.05(b) shall
be applied to the remaining principal repayment installments of the Term B
Facility as directed by the U.S. Borrower.





(iv)           Notwithstanding
the provisions of clause (ii) of thisSection 2.05(b), so
long as no Event of Default shall have occurred and be continuing, if, on any
date on which a prepayment would otherwise be required to be made pursuant to
clause (ii) of this Section 2.05(b),
the aggregate amount of Net Cash Proceeds required by such clause to be applied
to prepay Term B Loans on such date is less than or equal to $2,000,000, the
U.S. Borrower may defer such prepayment until the first date on which the
aggregate amount of Net Cash Proceeds or other amounts otherwise required under
clause (ii) of this Section 2.05(b) to be
applied to prepay Term B Loans exceeds $2,000,000.During such deferral
period the U.S. Borrower may apply all or any part of such aggregate amount to
prepay Revolving Credit Loans and may, subject to the fulfillment of the
applicable conditions set forth in Article IV, reborrow
such amounts (which amounts, to the extent originally constituting Net Cash
Proceeds, shall be deemed to retain their original character as Net Cash
Proceeds when so reborrowed) for application as required by this Section
2.05(b).  Upon the occurrence of an Event of Default during any
such deferral period, the U.S. Borrower shall immediately prepay the Loans in
the amount of all Net Cash Proceeds received by the U.S. Borrower and other
amounts, as applicable, that are required to be applied to prepay Loans under
this Section 2.05(b)
(without giving effect to the first and second sentences of this
clause (iv)) but which have not previously been so applied.





(v)           
If for any reason the Total Revolving Credit Outstandings at any time exceed the
Revolving Credit Facility at such time, the U.S. Borrower shall immediately
prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash
Collateralize the L/C Obligations (other than the L/C Borrowings) in an
aggregate amount equal to such excess.





(vi)           Prepayments
of the Revolving Credit Facility made pursuant to this Section 2.05(b),
first, shall be
applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be
applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used
to Cash Collateralize the remaining L/C Obligations.  Upon the drawing
of any Letter of Credit that has been Cash Collateralized, the funds held as
Cash Collateral shall be applied (without any further action by or notice to or
from the U.S. Borrower or any other Loan Party) to reimburse the L/C Issuer or
the Revolving Credit Lenders, as applicable.





(vii)          If
the Administrative Agent notifies the Borrowers at any time that the Outstanding
Amount of all Loans denominated in Alternative Currencies at such time exceeds
an amount equal to 105% of the Alternative Currency Sublimit then in effect,
then, within five (5) Business Days after receipt of such notice, the Borrowers
shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding
Amount as of such date of payment to an amount not to exceed 100% of the
Alternative Currency Sublimit then in effect.


58





(c)           Anything
contained in Section
2.05(b) to the contrary notwithstanding, (i) if, following the occurrence
of any “Asset
Sale” (as defined in the Senior Subordinated Note Indenture, the Senior
Unsecured Note Indenture or any Permitted Refinancing Debt Document) by any Loan
Party or any of its Subsidiaries, the U.S. Borrower is required to commit by a
particular date (a “Commitment Date”) to
apply or cause its Subsidiaries to apply an amount equal to any of the “Net Proceeds” (as
defined in the Senior Subordinated Note Indenture, the Senior Unsecured Note
Indenture or such Permitted Refinancing Debt Document) thereof in a particular
manner, or to apply by a particular date (an “Application Date”) an
amount equal to any such “Net Proceeds” in a
particular manner, in either case in order to excuse the U.S. Borrower from
being required to make an “Asset Sale Offer” as
defined in the Senior Subordinated Note Indenture, the Senior Unsecured Note
Indenture or such Permitted Refinancing Debt Document) in connection with such
“Asset Sale”,
and the U.S. Borrower shall have failed to so commit or to so apply an amount
equal to such “Net
Proceeds” at least five (5) Business Days before the applicable
Commitment Date or Application Date, as the case may be, or (ii) if the U.S.
Borrower at any other time shall have failed to apply or commit or cause to be
applied an amount equal to any such “Net Proceeds”, and,
within five (5) Business Days thereafter assuming no further application or
commitment of an amount equal to such “Net Proceeds” the
U.S. Borrower would otherwise be required to make an “Asset Sale Offer” in
respect thereof, then in either such case the U.S. Borrower shall immediately
pay or cause to be paid to the Administrative Agent an amount equal to such
“Net Proceeds”
to be applied to the payment of the Term B Loans (or to the Revolving Credit
Loans if the Term B Loans have been repaid in full) and L/C Borrowings and to
Cash Collateralize the remaining L/C Obligations in the manner set forth in
Section 2.05(b)
in such amounts as shall excuse the U.S. Borrower from making any such “Asset Sale
Offer”.





2.06                 Termination or Reduction of
Commitments.





(a)           Optional.  The
U.S. Borrower may, upon notice to the Administrative Agent, terminate the
Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line
Sublimit, or from time to time permanently reduce the Revolving Credit Facility,
the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any
such notice shall be received by the Administrative Agent not later than 10:00
a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $1,000,000 in excess thereof and (iii) the U.S. Borrower shall
not terminate or reduce (A) the Revolving Credit Facility if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Revolving
Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter
of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of
L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter
of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto
and to any concurrent prepayments hereunder, the Outstanding Amount of Swing
Line Loans would exceed the Swing Line Sublimit, or (D) the Alternative Currency
Sublimit if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving Credit Outstandings denominated in Alternative
Currencies would exceed the Alternative Currency Sublimit.





(b)           Mandatory.  If
after giving effect to any reduction or termination of Revolving Credit
Commitments under this Section 2.06, the
Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving
Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line
Sublimit, as the case may be, shall be automatically reduced by the amount of
such excess.


59





(c)           Application of Commitment
Reductions; Payment of Fees.  The Administrative Agent will
promptly notify the Lenders of any termination or reduction of the Letter of
Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under
this Section
2.06.  Upon any reduction of the Revolving Credit Commitments,
the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced
by such Lender’s Applicable Revolving Credit Percentage of such reduction
amount.  All fees in respect of the Revolving Credit Facility accrued
until the effective date of any termination of the Revolving Credit Facility
shall be paid on the effective date of such termination.





2.07                      Repayment of
Loans.





(a)           Term B
Loans.  The U.S. Borrower shall make quarterly repayments on
the aggregate outstanding principal amount of the Term B Loans to the
Term B Lenders on the last day of each fiscal quarter starting on September
30, 2007 in the amount of $562,500 (which amounts shall be reduced as a result
of the application of prepayments in accordance with Section 2.05(b)(iii));
provided, however, that the
final principal repayment installment of the Term B Loans shall be repaid
on the Maturity Date for the Term B Facility and in any event shall be in
an amount equal to the aggregate principal amount of all Term B Loans
outstanding on such date.





(b)           Revolving Credit
Loans.  Each Borrower shall repay to the Revolving Credit
Lenders on the Maturity Date for the Revolving Credit Facility the aggregate
principal amount of all Revolving Credit Loans outstanding on such
date.





(c)           Swing Line
Loans.  The U.S. Borrower shall repay each Swing Line Loan on
the earlier to occur of (i) within one Business Day of demand by the Swing Line
Lender and (ii) the Maturity Date for the Revolving Credit
Facility.





2.08                 Interest.








(a)           Subject
to the provisions of Section 2.08(b), (i)
with respect to the Revolving Credit Loans (x) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the sum of (A) the Eurodollar Rate for such
Interest Period plus (B) the
Applicable Rate plus (C) (in the case
of a Eurodollar Rate Loan of any Lender to any Designated Foreign Subsidiary
Borrower in an Alternative Currency which is lent from a Lending Office in the
United Kingdom or a Participating Member State) the Mandatory Cost; (y) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the
Applicable Rate; and (z) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to (I) the Base Rate plus the Applicable
Rate or (II) such other rate as mutually agreed to by the U.S. Borrower and the
Swing Line Lender; and (ii) with respect to Term B Loans, (x) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate
for such Interest Period plus 4.50%and (y) each Base Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus
3.50%.


60





(b)           (i)
If all or a portion of the principal amount of any Loan or Reimbursement
Obligation shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such amount shall bear interest at a rate per annum
equal to (x) in the case of the Loans, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the
case of Reimbursement Obligations, the rate applicable to Base Rate Loans under
the Revolving Credit Facility plus 2%, and (ii) if
all or a portion of any interest payable on any Loan or Reimbursement Obligation
or any commitment fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such amount
shall bear interest at a rate per annum equal to the rate then applicable to
Base Rate Loans under the relevant Facility plus 2% (or, in the
case of any such other amounts that do not relate to a particular Facility, the
rate then applicable to Base Rate Loans under the Revolving Credit Facility
plus 2%), in
each case, with respect to clauses (i) and (ii) above, from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).  Upon the request of the Required Lenders, while any other
Event of Default exists (i.e. from the date such Event of Default occurred, it
being understood that with respect to an Event of Default related to
non-compliance with Section 7.01, the
date of occurrence shall be the applicable test date, until the date such Event
of Default is cured to the satisfaction of the Required Lenders or waiver
pursuant to Section
11.01), the Borrowers shall pay interest on the principal amount of all
outstanding Obligations hereunder at the rates set forth above to the fullest
extent permitted by applicable Laws.  Notwithstanding the foregoing,
upon the occurrence of an Event of Default under Sections 8.01(a) or
8.01(f), such
increase shall occur automatically.  Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and
payable upon demand.





(c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.





2.09                 Fees.





In
addition to certain fees described in Sections 2.03(i) and
(j):





(a)           Commitment
Fee.  The U.S. Borrower shall pay to the Administrative Agent
for the account of each Revolving Credit Lender in accordance with its
Applicable Revolving Credit Percentage, a commitment fee equal to the Applicable
Rate times the
actual daily amount by which the Revolving Credit Facility exceeds the sum of
(i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding
Amount of L/C Obligations.  The commitment fee shall accrue at all
times during the relevant Availability Period, including at any time during
which one or more of the conditions in Article IV is not
met, and shall be due and payable quarterly in arrears on the first Business Day
after the end of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and, in the case of the
commitment fee with respect to the Revolving Credit Facility, on the last day of
the Availability Period for the Revolving Credit Facility.  The
commitment fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in
effect.  Notwithstanding anything to the contrary contained herein,
upon the request of the Required Revolving Lenders, while any Event of Default
exists, all overdue commitment fees shall accrue interest thereon at the
interest rate specified in Section 2.08(b).


61





(b)           Other
Fees.  (i) The U.S. Borrower shall pay to the Arranger and
the Administrative Agent for their own respective accounts fees in the amounts
and at the times specified in the Fee Letter.  Such fees shall be
fully earned when paid and shall not be refundable for any reason
whatsoever.




(ii)           The
U.S. Borrower shall pay to the Administrative Agent such fees as shall have been
separately agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.




2.10                      Computation of Interest and
Fees; Retroactive Adjustments of Applicable Rate.





(a)           All
computations of interest for Base Rate Loans shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year), or, in the case of interest in respect of Loans denominated in
Alternative Currencies as to which market practice differs from the foregoing,
in accordance with such market practice.  Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan,
or any portion thereof, for the day on which the Loan or such portion is paid,
provided that
any Loan that is repaid on the same day on which it is made shall, subject to
Section
2.12(a), bear interest for one day.  Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.





(b)           If,
as a result of any restatement of or other adjustment to the financial
statements of Holdings or for any other reason, Holdings, the U.S. Borroweror the Lenders determine
that (i) the Consolidated Leverage Ratio as calculated by Holdings as of any
applicable date was inaccurate and (ii) a proper calculation of the Consolidated
Leverage Ratio would have resulted in higher pricing for such period, the U.S.
Borrower shall immediately and retroactively be obligated to pay to the
Administrative Agent for the account of the applicable Lenders, promptly on
demand by the Administrative Agent (or, after the occurrence of an actual or
deemed entry of an order for relief with respect to the U.S. Borrower under the
Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to
the excess of the amount of interest and fees that should have been paid for
such period over the amount of interest and fees actually paid for such
period.  This paragraph shall not limit the rights of the
Administrative Agent, any Lender or the L/C Issuer, as the case may be, under
Section
2.03(c)(iii), 2.03(i) or 2.08(b) or under
Article
VIII.  The U.S. Borrower’s obligations under this paragraph
shall survive the termination of the Aggregate Commitments and the repayment of
all other Obligations hereunder.


62





2.11                 Evidence of
Debt.





(a)           The
Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the
Borrowers and the interest and payments thereon.  Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrowers hereunder to pay any amount owing with respect
to the Obligations.  In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Lender made through the Administrative
Agent, the applicable Borrowers shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans in addition to such accounts or records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable), amount
and maturity of its Loans and payments with respect thereto.





(b)           In
addition to the accounts and records referred to in Section 2.11(a), each
Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.





2.12                 Payments Generally;
Administrative Agent’s Clawback.





(a)  General.  All
payments to be made by each Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except
as otherwise expressly provided herein and except with respect to principal of
and interest on Loans denominated in an Alternative Currency and otherwise
provided herein, all payments by each Borrower hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the Administrative Agent’s Office in Dollars and in
immediately available funds not later than 1:00 p.m. on the date specified
herein.  Except as otherwise expressly provided herein, all payments
by each Borrower hereunder with respect to principal and interest on Loans
denominated in an Alternative Currency shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed,
at the applicable Administrative Agent’s Office in such Alternative Currency and
in Same Day Funds not later than the Applicable Time specified by the
Administrative Agent on the dates specified herein.  If, for any
reason, any Borrower is prohibited by any Law from making any required payment
hereunder in an Alternative Currency, such Borrower shall make such payment in
Dollars in the Dollar Equivalent of the Alternative Currency payment
amount.  The Administrative Agent will promptly distribute to each
Lender its Applicable Percentage in respect of the relevant Facility (or other
applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender’s Lending Office.  All payments
received by the Administrative Agent (i) after 1:00 p.m., in the case of
payments in Dollars, or (ii) after the Applicable Time specified by the
Administrative Agent in the case of payments in an Alternative Currency, shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.  If any payment to be made
by any Borrower shall come due on a day other than a Business Day, payment shall
be made on the next following Business Day, and such extension of time shall be
reflected on computing interest or fees, as the case may be.


63




(b)           (i)
Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 11:00 a.m. on the date of such Borrowing) that such Lender
will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in
the case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the applicable Borrower
a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the applicable Borrower severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the applicable Borrower to
but excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made by
the applicable Borrower, the interest rate applicable to Base Rate Loans under
the respective Facility.  If the applicable Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
applicable Borrower the amount of such interest paid by such Borrower for such
period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Borrowing.  Any payment by the applicable
Borrower shall be without prejudice to any claim such Borrower may have against
a Lender that shall have failed to make such payment to the Administrative
Agent.





(ii)           Payments by Borrowers;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the applicable Borrower
prior to the time at which any payment is due to the Administrative Agent for
the account of the Lenders or the L/C Issuer hereunder that such Borrower will
not make such payment, the Administrative Agent may assume that such Borrower
has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer,
as the case may be, the amount due.  In such event, if such Borrower
has not in fact made such payment, then each of the Appropriate Lenders or the
L/C Issuer, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in immediately available funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.





A
notice of the Administrative Agent to any Lender or the U.S. Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.





64


(c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II, and such
funds are not made available to the applicable Borrower by the Administrative
Agent because the conditions to the applicable Credit Extension set forth in
Article IV are
not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.





(d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make Term
B Loans and Revolving Credit Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 11.04(c) are
several and not joint.  The failure of any Lender to make any Loan, to
fund any such participation or to make any payment under Section 11.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase
its participation or to make its payment under Section
11.04(c).





(e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.





(f)           Insufficient
Funds.  With respect to any Loan Party’s Obligations hereunder,
if at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder with respect to such Loan Party’s
Obligations, such funds shall be applied (i) first, toward payment
of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, toward
payment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties, in each case with respect to the
Obligations of such Loan Party.


65





2.13                 Sharing of Payments by
Lenders.





If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of (a) Obligations in respect of any the Facilities
due and payable to such Lender hereunder and under the other Loan Documents at
such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Lender at such time to (ii)
the aggregate amount of the Obligations in respect of the Facilities due and
payable to all Lenders hereunder and under the other Loan Documents at such
time) of payments on account of the Obligations in respect of the Facilities due
and payable to all Lenders hereunder and under the other Loan Documents at such
time obtained by all the Lenders at such time or (b) Obligations in respect of
any of the Facilities owing (but not due and payable) to such Lender hereunder
and under the other Loan Documents at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations owing (but
not due and payable) to such Lender at such time to (ii) the aggregate amount of
the Obligations in respect of the Facilities owing (but not due and payable) to
all Lenders hereunder and under the other Loan Parties at such time) of payment
on account of the Obligations in respect of the Facilities owing (but not due
and payable) to all Lenders hereunder and under the other Loan Documents at such
time obtained by all of the Lenders at such time then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of Obligations in respect of the Facilities then due and
payable to the Lenders or owing (but not due and payable) to the Lenders, as the
case may be, provided
that:





(i)           if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and





(ii)           the
provisions of this Section shall not be construed to apply to (A) any payment
made by the Borrowers pursuant to and in accordance with the express terms of
this Agreement or (B) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to the U.S. Borrower or any Subsidiary thereof (as to
which the provisions of this Section shall apply) or any amounts received by the
L/C Issuer and/or Swing Line Lender to secure the obligations of a Defaulting
Lender or an Impacted Lender to fund risk participations hereunder.





Each Loan
Partyconsents
to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Loan Party rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Loan Party in the amount of such
participation.





66


2.14                 Increase in Revolving Credit
Facility.





(a)           Increase.  Once
the maximum permitted Consolidated Leverage Ratio covenant level as set forth in
Section 7.01(a)
has been reduced to 4.50:1.00 or less (i.e., on and after December 31, 2010) and
the maximum permitted Consolidated Senior Secured Leverage Ratio covenant level
as set forth in Section 7.01(c) has
been reduced to 2.50:1.00 or less (i.e., on and after December 31, 2010),
provided there exists no Default, upon notice to the Administrative Agent, the
U.S. Borrower may from time to time for the first five (5) years after the
Closing Date, increase the Revolving Credit Facility by an amount (for all such
requests) not exceeding $25,000,000 such that the maximum amount of Revolving
Credit Facility shall at no time exceed $175,000,000; provided that any
such increase shall be in a minimum amount of $10,000,000and in a whole multiple
of $1,000,000 in excess thereof.




(b)           Solicitation of
Increase.  To achieve the full amount of a requested increase
(i) the Administrative Agent with the consent of the U.S. Borrower (which
approval shall not be unreasonably withheld or delayed) or (ii) the U.S.
Borrower with the consent of the Administrative Agent, L/C Issuer and the Swing
Line Lender (which approval shall not be unreasonably withheld or delayed) may
solicit increased commitments from existing Lenders and/or invite Eligible
Assignees to become Lenders; provided, however that no
existing Lender shall be obligated or required to accept an increase in its
Revolving Credit Commitment pursuant to this Section 2.14 unless
it specifically consents to such increase in writing and no Eligible Assignee
(not already a Lender or an Affiliate thereof) shall become a Lender unless its
Revolving Credit Commitment is at least $5,000,000 (or such lesser amount as may
be agreed by the U.S. Borrower and the Administrative Agent).  Any
Lender or Eligible Assignee agreeing to increase its Revolving Credit Commitment
or provide a new Revolving Credit Commitment pursuant to this Section 2.14 shall,
in connection therewith, deliver to the Administrative Agent a joinder agreement
in form and substance satisfactory to the Administrative Agent and its
counsel.





(c)           Effective Date and
Allocations.  If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the U.S. Borrower
shall determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrative Agent shall promptly notify the U.S. Borrower and the Lenders of
the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto
shall be deemed amended to reflect such increase and final
allocation.




(d)           Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, the
U.S. Borrower shall deliver to the Administrative Agent (i) a certificate of
each Loan Party dated as of the Increase Effective Date signed by a Responsible
Officer of such Loan Party (A) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such increase and (B) a statement
of reaffirmation from the Loan Parties pursuant to which each Loan Party
ratifies this Agreement and the other Loan Documents and acknowledges and
reaffirms that, after giving effect to such increase, it is bound by all terms
of this Agreement and the other Loan Documents; (ii) a certificate of the U.S.
Borrower dated as of the Increase Effective Date signed by a Responsible Officer
of the U.S. Borrower certifying that, before and after giving effect to such
increase, (x) the representations and warranties contained in Article V and the
other Loan Documents are true and correct on and as of the Increase Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section 2.14, the
representations and warranties contained in Section 5.01 shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01, and (y)
no Default or Event of Default has occurred or is continuing, (iii) if any
portion of the increase is being provided by a new Lender, a Note in favor of
such Lender if so requested by such Lender; and (iv) payment of any applicable
fees related to such increase (including, without limitation,




67


any
applicable arrangement, upfront and/or administrative fee).  The U.S.
Borrower shall prepay any Revolving Credit Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the
extent necessary to keep the outstanding Revolving Credit Loans ratable with any
revised Applicable Percentages arising from any nonratable increase in the
Revolving Credit Commitments under this Section and/or, at the discretion of the
Administrative Agent, add the new Lenders to the existing
Borrowings.




(e)           Amendments.  The
Administrative Agent is authorized to enter into, on behalf of the Lenders, any
amendment to this Agreement or any other Loan Document as may be necessary to
solely incorporate the terms of any increase in Revolving Credit Commitments
under this Section
2.14.




(f)           Conflicting
Provisions.  This Section shall supersede any provisions in
Section 2.13 or
11.01 to the
contrary.




2.15                 Designated Foreign
Subsidiary Borrowers.





(a)           Prior
to August 1, 2008, the UK Borrower shall be a “Designated  Foreign
Subsidiary Borrower” hereunder and may receive Loans for its account on the
terms and conditions set forth in this Agreement.





(b)           Prior
to the First Amendment Effective Date, the U.S. Borrower may at any time, upon
not less than 15 Business Days’ notice from the U.S. Borrower to the
Administrative Agent (or such shorter period as may be agreed by the
Administrative Agent in its sole discretion), designate any additional
ForeignSubsidiary
of the U.S. Borrower (an “Applicant Borrower”)
as a Designated Foreign Subsidiary Borrower to receive Loans hereunder by
delivering to the Administrative Agent (which shall promptly deliver
counterparts thereof to each Lender) a duly executed notice and agreement in
substantially the form of Exhibit J (a
“Designated Foreign
Subsidiary Borrower Request and Assumption Agreement”).  The
parties hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to utilize the credit facilities provided for herein the
Administrative Agent and the Lenders shall have received such supporting
resolutions, incumbency certificates, opinions of counsel and other documents or
information, in form, content and scope reasonably satisfactory to the
Administrative Agent, as may reasonably be required by the Administrative Agent
or the Required Revolving Lenders in their sole discretion, and Notes signed by
such new Borrowers to the extent any Lenders so require.  If the
Administrative Agent and the Required Revolving Lenders agree (which agreement
will not be unreasonably withheld or delayed) that an Applicant Borrower shall
be entitled to receive Loans hereunder, then promptly following receipt of all
such requested resolutions, incumbency certificates, opinions of counsel and
other documents or information, the Administrative Agent shall send a notice in
substantially the form of Exhibit K (a
“Designated Foreign
Subsidiary Borrower Notice”) to the U.S. Borrower and the Lenders
specifying the effective date upon which the Applicant Borrower shall constitute
a Designated Foreign Subsidiary Borrower for purposes hereof, whereupon each of
the Lenders agrees to permit such Designated Foreign Subsidiary Borrower to
receive Loans hereunder, on the terms and conditions set forth herein, and each
of the parties agrees that such Designated Foreign Subsidiary Borrower otherwise
shall be a Borrower for all purposes of this Agreement; provided that no
Committed Loan Notice or Letter of Credit Application may be submitted by or on
behalf of such Designated Foreign Subsidiary Borrower until the date five
Business Days after such effective date.





(c)           The
Obligations of all Designated Foreign Subsidiary Borrowers shall be several in
nature.


68





(d)           Each
Foreign Subsidiary of the U.S. Borrower that is or becomes a “Designated Foreign
Subsidiary Borrower” pursuant to this Section 2.15
hereby irrevocably appoints the U.S. Borrower as its agent for all purposes
relevant to this Agreement and each of the other Loan Documents (excluding the
Bilateral Facility Documents), including (i) the giving and receipt of
notices, (ii) the execution and delivery of all documents, instruments and
certificates contemplated herein and all modifications hereto, and
(iii) the receipt of the proceeds of any Loans made by the Lenders to any
such Designated Foreign Subsidiary Borrower hereunder.  Any
acknowledgment, consent, direction, certification or other action which might
otherwise be valid or effective only if given or taken by all Borrowers, or by
each Borrower acting singly, shall be valid and effective if given or taken only
by the U.S. Borrower, whether or not any such other Borrower joins
therein.  Any notice, demand, consent, acknowledgement, direction,
certification or other communication delivered to the U.S. Borrower in
accordance with the terms of this Agreement shall be deemed to have been
delivered to each Designated Foreign Subsidiary Borrower.





(e)           The
U.S. Borrower may from time to time, upon not less than 5 Business Days’ notice
from the U.S. Borrower to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), terminate a
Designated Foreign Subsidiary Borrower’s status as such, provided that there
are no outstanding Loans payable by such Designated Foreign Subsidiary Borrower,
or other amounts payable by such Designated Foreign Subsidiary Borrower on
account of any Loans made to it, as of the effective date of such
termination.  The Administrative Agent will promptly notify the
Lenders of any such termination of a Designated Foreign Subsidiary Borrower’s
status.





ARTICLE
III





TAXES, YIELD PROTECTION AND
ILLEGALITY





3.01                 Taxes.





(a)           Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the respective Borrowers or Holdings hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if any
Borrower or Holdings shall be required by applicable law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, any Lender or the L/C Issuer, 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 or Holdings, as the case may be,
shall make such deductions and (iii) such Borrower or Holdings,as thecase may be,
shall timely pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.





(b)           Payment of Other Taxes by
the Borrowers and Holdings.  Without limiting the provisions of
subsection (a) above, each Borrower and Holdings shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable
law.





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(c)           Indemnification by the
Borrowers and Holdings.  Each Borrower and Holdings shall,
jointly and severally, indemnify the Administrative Agent, each Lender and the
L/C Issuer, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or
liability delivered to the U.S. Borrower by a Lender or the L/C Issuer (with a
copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error.





(d)           Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower or Holdings, as the case may
be, to a Governmental Authority, such Borrower or Holdings, as the case may be,
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.





(e)           Status of
Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
a Borrower or Holdings, as applicable,is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with
respect to payments hereunder or under any other Loan Document shall deliver to
such Borrower or Holdings, as applicable (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by such Borrower, Holdings or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will permit
such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the U.S.
Borrower, Holdings or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the U.S.
Borrower, Holdings or the Administrative Agent as will enable the U.S. Borrower,
Holdings or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting
requirements.





Without
limiting the generality of the foregoing, if the U.S. Borrower or Holdings, as
the case may be, is resident for tax purposes in the United States, any Foreign
Lender shall deliver to the U.S. Borrower, Holdings and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to
the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the request of the U.S. Borrower, Holdings or
the Administrative Agent, but only if such Foreign Lender is legally entitled to
do so), whichever of the following is applicable:





(i)         
  duly completed copies of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which the United
States is a party,





(ii)           duly
completed copies of Internal Revenue Service Form W-8ECI,





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(iii)           in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (A) a certificate to the
effect that such Foreign Lender is not (1) a “bank” within the meaning of
section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the U.S.
Borrower or Holdings within the meaning of section 881(c)(3)(B) of the Code, or
(3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the
Code and (B) duly completed copies of  Internal Revenue Service Form
W-8BEN, or





(iv)           any
other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable law to
permit the U.S. Borrower to determine the withholding or deduction required to
be made.





Without
limiting the generality of the foregoing, each Revolving Credit Lender having a
Revolving Credit Commitment shall deliver to its Internal Revenue Service center
(with copies delivered to the UK Borrower and the Administrative Agent, in such
number of copies as shall be requested by the recipient) within 10 Business Days
following the date on which such U.S. Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of such Borrower or
the Administrative Agent, but only if such Foreign Lender is legally entitled to
do so) duly completed copies (in triplicate) of the United Kingdom Inland
Revenue Form US-Company 2002 (or such other form as may from time to time be
prescribed by applicable law or regulation) claiming exemption from withholding
on account of United Kingdom income tax pursuant to the US/UK double tax
treaty.  The UK Borrower and U.S. Lender shall each provide all
reasonable information and assistance to the Internal Revenue Service and Inland
Revenue on a timely basis in order efficiently to process the relevant treaty
claim, and shall keep each other (through the Administrative Agent) informed of
any matters relating to such claim, including such Borrower providing a copy of
any authority issued by the Inland Revenue authorizing such Borrower to pay free
and clear of any withholding on account of United Kingdom income
tax.





Without
limiting the obligations of the Lenders set forth above regarding delivery of
certain forms and documents to establish each Lender’s status for U.S.
withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or a Borrower, as the Administrative Agent or such Borrower
shall reasonably request, and in a timely fashion, such other documents and
forms required by any relevant taxing authorities under the Laws of any other
jurisdiction, duly executed and completed by such Lender, as are required under
such Laws to confirm such Lender’s entitlement to any available exemption from,
or reduction of, applicable withholding taxes in respect of all payments to be
made to such Lender outside of the U.S. by the Borrowers pursuant to this
Agreement or otherwise to establish such Lender’s status for withholding tax
purposes in such other jurisdiction.  Each Lender shall promptly (i)
notify the Administrative Agent of any change in circumstances which would
modify or render invalid any such  claimed exemption or reduction, and
(ii) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender, and as may be reasonably necessary
(including the re-designation of its Lending Office) to avoid any requirement of
applicable Laws of any such jurisdiction that any Borrower make any deduction or
withholding for taxes from amounts payable to such
Lender.  Additionally, each of the Borrowers shall promptly deliver to
the Administrative Agent or any Lender, as the Administrative Agent or such
Lender shall reasonably request, and in a timely fashion, such documents and
forms required by any relevant taxing authorities under the Laws of any
jurisdiction, duly executed and completed by such Borrower, as are required to
be furnished by such Lender or the Administrative Agent under such Laws in
connection with any payment by the Administrative Agent or any Lender of Taxes
or Other Taxes, or otherwise in connection with the Loan Documents, with respect
to such jurisdiction.


71





(f)           Treatment of Certain
Refunds.  If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by a Borrower or
Holdings, as the case may be, or with respect to which a Borrower or Holdings,
as the case may be, has paid additional amounts pursuant to this Section, it
shall pay to such Borrower or Holdings, as the case may be, an amount equal to
such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by such Borrower or Holdings under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that such
Borrower or Holdings, as the case may be, upon the request of the Administrative
Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to
such Borrower or Holdings, as the case may be, (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer if the Administrative Agent,
such Lender or the L/C Issuer is required to repay such refund to such
Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to any Borrower, Holdings or any other Person.





3.02                 Illegality.





If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans (whether
denominated in Dollars or an Alternative Currency), or to determine or charge
interest rates based upon the Eurodollar Rate, or any Governmental Authority has
imposed material restrictions on the authority of such Lender to purchase or
sell, or to take deposits of, Dollars or an Alternative Currency in the
applicable interbank market, then, on notice thereof by such Lender to the U.S.
Borrower through the Administrative Agent, any obligation of such Lender to make
or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar
Rate Loans shall be suspended until such Lender notifies the Administrative
Agent and the U.S. Borrower that the circumstances giving rise to such
determination no longer exist.  Upon receipt of such notice, the U.S.
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such
Lender to Base Rate Loans, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Rate Loans.  Notwithstanding the foregoing and
despite the illegality for such a Lender to make, maintain or fund Eurodollar
Rate Loans or Base Rate Loans as to which the interest rate is determined with
reference to the Eurodollar Rate, that Lender shall remain committed to make
Base Rate Loans and shall be entitled to recover interest at the Base Rate;
provided that,
upon any such notice by any Lender pursuant to this Section 3.02 of the
suspension of its obligation to make or continue Eurodollar Loans or to convert
Base Rate Loans to Eurodollar Loans, the Base Rate shall be determined without
reference to clause (c) of the definition of “Base Rate”, and all Base Rate
Loans shall be subject to the Base Rate (as so determined without reference to
clause (c) of said definition) until such time as such suspension of the
obligation of such Lender to make or continue Eurodollar Loans or to convert
Base Rate Loans to Eurodollar Loans shall cease to be in effect.  Upon any
such prepayment or conversion, the U.S. Borrower shall also pay accrued interest
on the amount so prepaid or converted.


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3.03                 Inability to Determine
Rates.





If the
Required Lenders determine that for any reason in connection with any request
for a Loan or a conversion to or continuation thereof that (a) deposits (whether
in Dollars or an Alternative Currency) are not being offered to banks in the
offshore interbank market for such currency for the applicable amount and
Interest Period of such Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan or in connection with a Base Rate Loan
(whether in Dollars or an Alternative Currency), or (c) the Eurodollar Rate for
any requested Interest Period with respect to a proposed Eurodollar Rate Loan or
in connection with a Eurodollar Rate Loan does not adequately and fairly reflect
the cost to such Lenders of funding such Loan, the Administrative Agent will
promptly so notify the U.S. Borrower and each Lender.  Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
suspended, the Base Rate shall be determined without reference to clause (c) of
the definition of “Base Rate” and all Base Rate Loans shall be subject to the
Base Rate (as so determined without reference to clause (c) of said definition)
until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice.  Upon receipt of such notice, the U.S. Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Base Rate Loans (with the Base Rate
determined without reference to clause (c) of the definition of “Base Rate”) in
the amount specified therein.





3.04                 Increased Costs; Reserves on
Eurodollar Rate Loans.





(a)           Increased Costs
Generally.  If any Change in Law shall:





(i)        
    impose, modify or deem applicable any reserve, special
deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in
by, any Lender (except (A) any reserve requirement contemplated by Section 3.04(e)
and (B) the requirements of the Bank of England and the Financial Services
Authority or the European Central Bank reflected in the Mandatory Cost, other
than as set forth below) or the L/C Issuer;





(ii)           subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Rate Loan made by it, or change the basis of taxation of payments
to such Lender or the L/C Issuer in respect thereof (except for Indemnified
Taxes or Other Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or





(iii)           cause
the Mandatory Cost, as calculated hereunder, to no longer represent the cost to
any Lender of complying with the requirements of the Bank of England and/or the
Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining Eurodollar Rate Loans denominated in Alternative
Currencies; or





(iv)           impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans
made by such Lender or any Letter of Credit or participation
therein;


73





and the
result of any of the foregoing (in the case of clause (iii) above, solely with
respect to Revolving Credit Loans made in Alternative Currencies) shall be to
increase the cost to such Lender of making or maintaining any Eurodollar Rate
Loan (or of maintaining its obligation to make any such Loan in an Applicable
Currency), or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the L/C Issuer, the U.S. Borrower will pay (or cause
the applicable Designated Foreign Subsidiary Borrower to pay) to such Lender or
the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered; provided that such
increase in cost to such Lender is being charged to customers of such Lender
generally.





(b)           Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s or the L/C Issuer’s capital or on the capital of such
Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company would have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
U.S. Borrower will pay to such Lender or the L/C Issuer, as the case may be,
such additional amount or amounts as will compensate such Lender or the L/C
Issuer or such Lender’s or the L/C Issuer’s holding company for any such
reduction suffered; provided that such
compensation for reductions suffered by such Lender is being charged to
customers of such Lender generally.





(c)           Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth in reasonable detail the amount or amounts necessary to compensate
such Lender or the L/C Issuer or its holding company, as the case may be, as
specified in subsection (a), (b) or (d) of this Section and delivered to the
U.S. Borrower shall be conclusive absent manifest error.  The U.S.
Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt
thereof.





(d)           Reserves on Eurodollar Rate
Loans.  The U.S. Borrower shall pay (or cause the UK Borrower
to pay) to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including
Eurodollar funds or deposits (currently known as “Eurodollar liabilities”),
additional interest on the unpaid principal amount of each Eurodollar Rate Loan
made in Dollars equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent manifest error), which shall be due and
payable on each date on which interest is payable on such Loan, provided the U.S.
Borrower shall have received at least 10 days’ prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender in reasonable
detail; provided that such
additional interest is being charged to customers of such Lender
generally.  If a Lender fails to give notice 10 days prior to the
relevant Interest Payment Date, such additional interest shall be due and
payable 10 days from receipt of such notice.


74





(e)           Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section (or Sections
3.01 or 3.05) shall not
constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such
compensation, provided that the
U.S. Borrower shall not be required to compensate a Lender or the L/C Issuer
pursuant to the foregoing provisions of this Section (or Sections 3.01 or
3.05) for any
increased costs incurred or reductions suffered more than six months prior to
the date that such Lender or the L/C Issuer, as the case may be, notifies the
U.S. Borrower of the Change in Law or other event giving rise to such increased
costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim
compensation therefor (except that, if the Change in Law or other event giving
rise to such increased costs or reductions is retroactive, then the six-month
period referred to above shall be extended to include the period of retroactive
effect thereof).





3.05                 Compensation for
Losses.





Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the U.S. Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense (but not loss of anticipated
profits or margin) incurred by it as a result of:





(a)           any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);





(b)           any
failure by the applicable Borrower (for a reason other than the failure of such
Lender to make a Loan) to prepay, borrow, continue or convert any Loan other
than a Base Rate Loan on the date or in the amount notified by the U.S.
Borrower; or





(c)           any
failure by any Borrower to make payment of any Loan (or interest due thereon)
denominated in an Alternative Currency in the required currency of payment on
its scheduled due date, but only in accordance with Section 11.18;
or





(d)           any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the U.S. Borrower pursuant
to Section
11.13;





including,
with respect to clauses (a), (b) and (d) above, any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The U.S. Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing;
provided that
such administrative fees are being charged to customers of such Lender
generally.





For
purposes of calculating amounts payable by the Borrowers to the Lenders under
this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
at the Eurodollar Ratefor such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.


75





3.06                 Mitigation Obligations;
Replacement of Lenders.





(a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04,
or the U.S. Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 3.01, or
if any Lender gives a notice pursuant to Section 3.02, then
such Lender shall use reasonable efforts to designate a different Lending Office
for funding or booking its Loans 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 Section 3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The U.S. Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or
assignment.





(b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
the U.S. Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, the
U.S. Borrower may replace such Lender in accordance with Section
11.13.





3.07                 Survival.





Subject
to Section
3.04(e), all of the Borrowers’ obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.








ARTICLE
IV





CONDITIONS PRECEDENT TO
CREDIT EXTENSIONS





4.01                 Conditions of Initial Credit
Extension.





The
obligation of the L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the following conditions
precedent on the date of the initial Credit Extensions under this
Agreement:





(a)           The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and each of the
Lenders:





(i)           executed
counterparts of this Agreement, in the number requested by the Administrative
Agent;





(ii)           a
Note executed by the applicable Borrower in favor of each Lender requesting a
Note;


76





(iii)                      a
guarantee, pledge and security agreement, in form and substance satisfactory to
the Administrative Agent (as it may be amended, the “Guarantee and Collateral
Agreement”), duly executed by each U.S. Loan Party, together
with:




(A)           certificates
representing the Pledged Stock referred to therein accompanied by undated stock
powers executed in blankand instruments
evidencing any pledged debt instruments indorsed in blank,





(B)           a
completed “perfection certificate”, dated on or before the date of the initial
Credit Extension, describing the assets of the Loan Parties substantially in the
form furnished by or on behalf of the Administrative Agent prior to such
date;





(C)           evidence
reasonably satisfactory to the Administrative Agent that all other actions,
recordings and filings of or with respect to the Guarantee and Collateral
Agreement that the Administrative Agent may deem necessary or desirable in order
to perfect the Liens created thereby are capable of being completed promptly
following the initial Credit Extensions hereunder,





(D)           the
control agreements with respect to Deposit Accounts and Securities Accounts, in
each case as referred to in the Guarantee and Collateral Agreement (to the
extent required by the Administrative Agent), duly executed by the appropriate
parties; provided that such
agreements may be delivered on a post-closing basis, but in no case later than
60 days after the Closing Date unless the Administrative Agent has otherwise
agreed in writing,





(E)           evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to perfect the Liens created under the Guarantee and
Collateral Agreement has been taken (including receipt of duly executed payoff
letters, UCC-3 termination statements and any landlords’ and bailees’ waiver and
consent agreements reasonably requested by the Administrative Agent (to the
extent the same are obtainable using commercially reasonable efforts); provided that any
required (after taking into account the foregoing standard) landlords’ and
bailee waivers and consent agreements may be delivered on a post-closing basis,
but in no case later than 60 days after the Closing Date unless the
Administrative Agent has otherwise agreed in writing).





(iv)                      Mortgages,
etc.




(A)           The
Administrative Agent shall have received a Mortgage with respect to each
Mortgaged Property, executed and delivered by a duly authorized officer of each
party thereto.




77


(B)           The
Administrative Agent shall have received for each Mortgaged Property either (a)
a recent or updated survey of the Mortgaged Property, in form and substance
satisfactory to the Administrative Agent or (b) an existing survey of the
Mortgaged Property (without update), together with an affidavit of no change (or
with changes noted therein to the extent the Administrative Agent has not
objected), so long as the title insurance company issuing the policy referred to
in clause (C) below (the “Title Insurance
Company”) shall agree to issue the mortgagee’s title insurance policy,
excluding the standard survey exception, but including the survey dependent
endorsements.




(C)           The
Administrative Agent shall have received in respect of each Mortgaged Property a
mortgagee’s title insurance policy (or policies) or marked up unconditional
binder for such insurance.  Each such policy shall (1) be in an amount
reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary
rates; (3) insure that the Mortgage insured thereby creates a valid first Lien
on such Mortgaged Property free and clear of all defects and encumbrances,
except as permitted under Section 7.03 hereof;
(4) name the Administrative Agent for the benefit of the Lenders as the insured
thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and
10/17/84) (or equivalent policies); (6) contain such endorsements and
affirmative coverage as the Administrative Agent may reasonably request and (7)
be issued by First American Title Insurance Company.  The
Administrative Agent shall have received evidence satisfactory to it that all
premiums in respect of each such policy, all charges for mortgage recording tax,
and all related expenses, if any, have been paid.




(D)           If
requested by the Administrative Agent and the Mortgaged Property is located in a
special flood hazard area under the National Flood Insurance Act of 1968, the
Administrative Agent shall have received (1) a policy of flood insurance that
(a) covers any parcel of improved real property that is encumbered by the
applicable Mortgage (b) is written in an amount not less than the outstanding
principal amount of the indebtedness secured by such Mortgage that is reasonably
allocable to such real property or the maximum limit of coverage made available
with respect to the particular type of property under the National Flood
Insurance Act of 1968, whichever is less, and (c) has a term ending not later
than the maturity of the Indebtedness secured by such Mortgage and (2)
confirmation that the U.S. Borrower has received the notice required pursuant to
Section 208(e)(3) of Regulation H of the FRB.




(E)           The
Administrative Agent shall have received a copy of all recorded documents
referred to, or listed as exceptions to title in, the title policy or policies
referred to in clause (C) above and a copy of all other material documents
affecting the Mortgaged Properties.




78


(v)           an
intellectual property security agreement, in form and substance satisfactory to
the Administrative Agent (together with each other intellectual property
security agreement and intellectual property security agreement supplement, in
each case as amended, the “Intellectual Property
Security Agreement”), duly executed by each U.S. Loan Party, together
with evidence that all action that the Administrative Agent may deem necessary
or desirable in order to perfect the Liens created under the Intellectual
Property Security Agreement has been taken;





(vi)          such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party or is to be a party;





(vii)         such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and that each of
the U.S. Borrower, Holdings, the UK Borrower and other Guarantorsis validly existing, in
good standing and qualified to engage in business in each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business
requires such qualification, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect;





(viii)        a
favorable opinion of White & Case LLP, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, as to the matters
concerning the Loan Parties and the Loan Documents in form and substance
satisfactory to the Administrative Agent;





(ix)           a
certificate signed by a Responsible Officer of the U.S. Borrower certifying (A)
that there has been no event or circumstance since December 30, 2006 that has
had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect; and (B) no action, suit, investigation or
proceeding is pending, or to the knowledge of the U.S. Borrower, threatened in
any court or before any arbitrator or governmental authority that could
reasonably be expected to have a Material Adverse Effect;





(x)           evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect, together with the certificates of insurance,
naming the Administrative Agent, on behalf of the Lenders, as an additional
insured or loss payee, as the case may be, under all insurance policies
maintained with respect to the assets and properties of the Loan Parties (other
than Foreign Subsidiaries) that constitutes Collateral;





(xi)           evidence
that the Existing Credit Agreement has been, or concurrently with the Closing
Date is being, terminated and all Liens securing obligations under the Existing
Credit Agreement have been, or concurrently with the Closing Date are being,
released;


79





(xii)           ratings
acceptable to the Administrative Agent of the Facilities by each of S&P and
Moody’s; it being understood that the ratings are posted on the Platform prior
to the Closing Date and are acceptable; and





(xiii)         such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender
reasonably may require.





(b)           (i)
All fees required to be paid to the Administrative Agent and the Arranger on or
before the Closing Date shall have been paid and (ii) all fees required to be
paid to the Administrative Agent for the benefit of the Lenders on or before the
Closing Date shall have been paid.





(c)           Unless
waived by the Administrative Agent, the U.S. Borrower shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent (directly to
such counsel if requested by the Administrative Agent) to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable estimate of such
fees, charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the
U.S. Borrower and the Administrative Agent).





Without
limiting the generality of the provisions of the last paragraph of Section 9.03, for
purposes of determining compliance with the conditions specified in this Section 4.01, each of
the Administrative Agent and each Lender that has signed this Agreement 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 a Lender unless, in the case of a Lender, the
Administrative Agent shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto.





4.02                 Conditions to all Credit
Extensions.





The
obligation of each Lender to honor any Request for Credit Extension (other than
a Committed Loan Notice requesting only a conversion of Loans to the other Type,
or a continuation of Eurodollar Rate Loans) is subject to the following
conditions precedent:





(a)           The
representations and warranties of the Borrowers and each other Loan Party
contained in Article
V or any other Loan Document shall be true and correct in all material
respects (or, if the applicable representation and warranty is already subject
to a materiality standard, shall be true and correct in all respects) on and as
of the date of such Credit Extension, except to the extent that such
representations and warranties specifically relate to an earlier date, in which
case they shall be true and correct in all material respects (or, if the
applicable representation and warranty is already subject to a materiality
standard, shall be true and correct in all respects) as of such earlier date,
and except that for purposes of this Section 4.02, the
representations and warranties contained in Section 5.01 shall be
deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and
(b),
respectively.





(b)           No
Default shall then exist, or shall exist after giving effect to such proposed
Credit Extension and any application of the proceeds thereof.


80





(c)           The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.





(d)           In
the case of a Credit Extension to be denominated in an Alternative Currency,
there shall not have occurred any change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls
which in the reasonable opinion of the Administrative Agent, the Required
Lenders (in the case of any Loans to be denominated in an Alternative Currency)
would make such Credit Extension commercially unavailable in the relevant
Alternative Currency.





Each
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Loans to the other Type or a continuation of Eurodollar Rate
Loans) submitted by the U.S. Borrower shall be deemed to be a representation and
warranty that the relevant conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable Credit
Extension.





ARTICLE
V





REPRESENTATIONS AND
WARRANTIES





To induce the Administrative Agent and
the Lenders to enter into this Agreement and to make the Loans and issue or
participate in the Letters of Credit, each of Holdings and the U.S. Borrower
hereby, jointly and severally, represents and warrants to the Administrative
Agent and each Lender that:





5.01                 Financial
Condition.





The
audited consolidated balance sheets of Holdings and its consolidated
subsidiaries as at or about December 31, 2004, December 31, 2005 and December
30, 2006, and the related consolidated statements of income and of cash flows
for the fiscal years ended on such dates, reported on by and accompanied by an
unqualified report from PricewaterhouseCoopers LLC present fairly in all
material respects the consolidated financial condition of Holdings and its
consolidated subsidiaries as at such dates, and the consolidated results of its
operations and its consolidated cash flows for the respective fiscal years then
ended.  The unaudited consolidated balance sheet of Holdings and its
consolidated subsidiaries as at or about March 31, 2007, and the related
unaudited consolidated statements of income and cash flows for the quarterly
period ended on such date, present fairly in all material respects the
consolidated financial condition of Holdings and its consolidated subsidiaries
as at such date, and the consolidated results of its operations and its
consolidated cash flows for the quarterly period then ended (subject to normal
year-end audit adjustments and the absence of footnotes).  All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein).  During the period from the date of the most
recent audited consolidated balance sheet delivered pursuant to this Section 5.01 to and
including the Closing Date, there has been no Disposition by Holdings of any
material part of its business or property.  Without limiting the
foregoing, on the Closing Date the AIG Credit Support and the other Fox River
Indemnity Arrangements remain in full force and effect as described in Holdings’
Form 10-K filing for the fiscal year ended December 30, 2006.


81





5.02                 No
Change.





Since
December 30, 2006, there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect.





5.03                 Corporate Existence;
Compliance with Law.








Each
Group Member (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect, and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.





5.04                 Power; Authorization;
Enforceable Obligations.








Each Loan
Party has the power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and, in the case of the U.S.
Borrower and any Subsidiary Borrower, to obtain extensions of credit
hereunder.  Each Loan Party has taken all necessary organizational
action to authorize the execution, delivery and performance of the Loan
Documents to which it is a party and, in the case of the U.S. Borrower, the UK
Borrower and any Designated Foreign Subsidiary Borrower, to authorize the
extensions of credit on the terms and conditions of this
Agreement.  No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the Transactions and the extensions of credit
hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i)
consents, authorizations, filings and notices, which have been obtained or made
and are in full force and effect, (ii) filings required by, or to perfect the
security interests granted pursuant to, the various Security Documents and (iii)
the filings referred to in Section
5.19.  Each Loan Document has been duly executed and delivered
on behalf of each Loan Party party thereto.  This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).





82


5.05                 No Legal
Bar.





The
execution, delivery and performance of this Agreement and the other Loan
Documents, the issuance of Letters of Credit, the borrowings hereunder and the
use of the proceeds thereof will not violate any material Requirement of Law or
Contractual Obligation of Holdings, the U.S. Borrower or any of its Subsidiaries
and will not result in, or require, the creation or imposition of any Lien on
any of their respective properties or revenues pursuant to any such Requirement
of Law or any such Contractual Obligation (other than the Liens created by the
Security Documents).  No Requirement of Law or Contractual Obligation
applicable to the U.S. Borrower or any of its Subsidiaries could reasonably be
expected to have a Material Adverse Effect.





5.06                 Litigation.





No
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of Holdings or the U.S.
Borrower, threatened by or against Holdings, the U.S. Borrower or any of its
Subsidiaries or against any of their respective properties or revenues that
could reasonably be expected to have a Material Adverse Effect.





5.07                 No
Default.





Neither
Holdings, the U.S. Borrower nor any of its Subsidiaries is in default under or
with respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect.  No Default
or Event of Default has occurred and is continuing.





5.08                 Ownership of Property;
Liens;
Insurance.





Each of
Holdings, the U.S. Borrower and its Subsidiaries has, except to the extent
failure thereof could not reasonably be expected to have a Material Adverse
Effect, title in fee simple to, or a valid leasehold interest in, all its real
property (as more fully described on Schedule 5.08), and
good title to, or a valid leasehold interest in, all its other property, and
none of such property is subject to any Lien except as permitted by Section
7.03.  The properties of the Loan Parties and their
Subsidiaries are insured with financially sound and reputable insurance
companies (as reasonably determined by the U.S. Borrower at the time the
insurance is taken) not Affiliates of the U.S. Borrower, in such amounts (after
giving effect to any self-insurance compatible with the following standards),
with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where the U.S. Borrower or the applicable Subsidiary
operates.


83





5.09                 Intellectual
Property.





Holdings,
the U.S. Borrower and each of its Subsidiaries owns, or is licensed to use, all
Intellectual Property necessary for the conduct of its business as currently
conducted, except where the failure to own or license such Intellectual Property
could not reasonably be expected to have a Material Adverse
Effect.  No claim, which could reasonably be expected to have a
Material Adverse Effect, has been asserted and is pending by any Person
challenging or questioning the use of any Intellectual Property or the validity
or effectiveness of any Intellectual Property, nor does Holdings or the U.S.
Borrower know of any valid basis for any such claim.  To the best of
Holdings’ and the U.S. Borrower’s knowledge, the use of Intellectual Property by
Holdings, the U.S. Borrower and its Subsidiaries does not infringe on the rights
of any Person in any material respect.





5.10                 Taxes.





Each of
Holdings, the U.S. Borrower and each of its Subsidiaries has filed or caused to
be filed all Federal, state and other material tax returns that are required to
be filed and has paid all taxes shown to be due and payable on said returns or
on any assessments made against it or any of its property and all other material
taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any the amount or validity of that are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP (to the extent required
thereby) have been provided on the books of Holdings, the U.S. Borrower or its
Subsidiaries, as the case may be); no tax Lien (except to the extent permitted
pursuant to Section
7.03) has been filed, and, to the knowledge of Holdings and the U.S.
Borrower, no claim has been asserted, with respect to any such tax, fee or other
charge, which Lien or claim, could reasonably be expected to have a Material
Adverse Effect.





5.11                 Federal
Regulations.





No part
of the proceeds of any Loans, and no other extensions of credit hereunder, will
be used for “buying” or “carrying” any “margin stock” within the respective
meanings of each of the quoted terms under Regulation U as now and from time to
time hereafter in effect or for any purpose that violates the provisions of the
Regulations of the FRB.  If requested by any Lender or the
Administrative Agent, the U.S. Borrower will furnish to the Administrative Agent
and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U of the FRB.





5.12                 Labor
Matters.





Except
as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect:  (a) there are no strikes or other labor disputes
against any Group Member pending or, to the knowledge of Holdings or the U.S.
Borrower, threatened; (b) hours worked by and payment made to employees of each
Group Member have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) all
payments due from any Group Member on account of employee wages and employee
health and welfare insurance have been paid or accrued as a liability on the
books of the relevant Group Member.


84





5.13                 ERISA.





(a)           Neither
a Reportable Event nor an “accumulated funding deficiency” (within the meaning
of Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the Closing Date with respect to any Plan, and as of
the Closing Date each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code.  No termination of a
Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan
has arisen, during such five-year period.  The present value of all
accrued benefits under each Single Employer Plan (based on those assumptions
used to fund such Plans) did not, as of the last annual valuation date prior to
the Closing Date, exceed the value of the assets of such Plan allocable to such
accrued benefits by a material amount.  Neither the U.S. Borrower nor
any Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to result
in a liability under ERISA which could reasonably be expected to have a Material
Adverse Effect.  No such Multiemployer Plan is in Reorganization or
Insolvent.





(b)           Favorable
determination letters have been received prior to the Closing Date from the
Internal Revenue Service with respect to each Plan which at such time is
intended to comply with the provisions of Section 401(a) of the
Code.  Prior to the Closing Date, the ESOP received a favorable
determination letter from the IRS that the ESOP is tax-qualified and tax exempt
under Sections 401(a) and 501(a), respectively, of the Code and that the ESOP
Component is an “employee stock ownership plan”, within the meaning of Section
4975(e)(7) of the Code.  To Holdings’ and the U.S. Borrower’s
knowledge, as of the Closing Date each Plan (including, without limitation, the
ESOP) complies in form and in operation with the requirements of Section 401(a)
of the Code, the relevant provisions of ERISA, and any other applicable laws,
rules, and regulations required as of the date of this Agreement.





(c)           To
Holdings’ and the U.S. Borrower’s knowledge, as of the Closing Date neither
Holdings nor the U.S. Borrower nor any Commonly Controlled Entity, nor any
trustee, administrator, or fiduciary of any of the Plans, has (i) engaged in a
“prohibited transaction,” as that term is defined in Section 4975 of the Code or
Section 406 of ERISA, which could directly or indirectly subject the applicable
Plan or trust or Holdings, the U.S. Borrower or any Commonly Controlled Entity
to any liability for a tax or penalty imposed by Section 4975 of the Code or
Section 502(i) of ERISA, or (ii) committed a breach of its fiduciary duties (as
defined in Section 404 of ERISA) which could directly or indirectly subject the
applicable Plan or trust or Holdings, the U.S. Borrower, or any Commonly
Controlled Entity to any liability under Section 502 of ERISA.





(d)           As
of the Closing Date, the purchase and holding of the Capital Stock by the ESOP
Trust from Holdings, the execution and performance of this Agreement, the Loan
Documents and the ESOP Documentation, and the consummation of the transactions
contemplated by this Agreement and by the Loan Documents and the ESOP
Documentation did not and, under current law as in effect on the Closing Date,
would not (i) involve a prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code for which there is no exemption under Section 408 of
ERISA or Section 4975 of the Code, respectively; (ii) constitute a violation of
the fiduciary responsibility standards imposed by Section 404 of ERISA; or (iii)
adversely affect the qualified status of the ESOP under Sections 401(a) or
4975(e)(7) of the Code.


85





(e)           (i)
As of the Closing Date, the ESOP Component is an "employee stock ownership plan"
within the meaning of Section 4975(e)(7) of the Code and the ESOP is qualified
under Section 401(a) of the Code; (ii) the ESOP has been duly established in
accordance with and under applicable law and the ESOP’s trust is a tax-exempt
trust under Section 501(a) of the Code; (iii) the terms of the ESOP
Documentation comply with the applicable provisions of Title I of ERISA and (iv)
the shares of Capital Stock held by the ESOP Trust are "employer securities,"
within the meaning of Section 409(l) of the Code.





5.14                 Investment Company Act;
Other Regulations.





No Loan
Party is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as
amended.  No Loan Party is subject to regulation under any Requirement
of Law (other than Regulation X of the FRB) that limits its ability to incur
Indebtedness, other than with respect to any such regulations of general
application to companies generally.





5.15                 Subsidiaries.





On the
Closing Date, (a) Schedule 5.15 sets
forth the name and jurisdiction of incorporation of each Subsidiary of Holdings
and, as to each such Subsidiary, the percentage of each class of Capital Stock
owned by any Loan Party and (b) except as set forth in the ESOP Documentation,
there are no outstanding subscriptions, options, warrants, calls, rights or
other agreements or commitments (other than stock options granted to employees
or directors and directors’ qualifying shares) of any nature relating to any
Capital Stock of Holdings, the U.S. Borrower or any of their Subsidiaries,
except as created by the Loan Documents.





5.16                 Use of
Proceeds.





The
proceeds of the Revolving Credit Loans and the Term B Loans shall be used to (i)
finance the repayment of the obligations of the U.S. Borrower under the Existing
Credit Agreement, (ii) for the issuance of standby letters of credit and (iii)
for working capital, Capital Expenditures and general corporate purposes of the
U.S. Borrower and its Subsidiaries.





5.17                 Environmental
Matters.





Except
as, in the aggregate (excluding matters set forth on Schedule 5.17 to the
extent described therein), could not reasonably be expected to have a Material
Adverse Effect:





(a)           the
facilities and properties owned, leased or operated by any Group Member (the
“Properties”)
do not contain, and have not previously contained, any Materials of
Environmental Concern in amounts or concentrations or under circumstances that
constitute or constituted a violation of, or could give rise to liability under,
any Environmental Law;





(b)           no
Group Member has received or is aware of any notice of violation, alleged
violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any
of the Properties or the business operated by any Group Member (the “Business”), nor does
Holdings or the U.S. Borrower have knowledge or reason to believe that any such
notice will be received or is being threatened;


86





(c)           Materials
of Environmental Concern have not been transported or disposed of from the
Properties in violation of, or in a manner or to a location that could give rise
to liability under, any Environmental Law, nor have any Materials of
Environmental Concern been generated, treated, stored or disposed of at, on or
under any of the Properties in violation of, or in a manner that could give rise
to liability under, any applicable Environmental Law;





(d)           no
judicial proceeding or governmental or administrative action is pending or, to
the knowledge of Holdings and the U.S. Borrower, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business;





(e)           there
has been no release or threat of release of Materials of Environmental Concern
at or from the Properties, or arising from or related to the operations of any
Group Member in connection with the Properties or otherwise in connection with
the Business, in violation of or in amounts or in a manner that could give rise
to liability under Environmental Laws;





(f)           the
Properties and all operations at the Properties are in compliance, and have in
the last five years been in compliance, with all applicable Environmental Laws,
and there is no contamination at, under or about the Properties or violation of
any Environmental Law with respect to the Properties or the Business;
and





(g)           no
Group Member has assumed any liability of any other Person under Environmental
Laws.





5.18                 Accuracy of Information,
etc.








No
statement or information, other than the projections and pro forma financial
information, contained in this Agreement, any other Loan Document, the
Confidential Information Memorandum or any other document, certificate or
statement furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the
Transactions or the other transactions contemplated by this Agreement or the
other Loan Documents, contained as of the date such statement, information,
document or certificate was so furnished (or, in the case of the Confidential
Information Memorandum, as of the date of this Agreement), any untrue statement
of a material fact or, in the case of all such information (taken as a whole)
furnished on or prior to the Closing Date, omitted to state a material fact
necessary to make the statements contained herein or therein at such time, taken
as a whole, not misleading.  The projections and pro forma financial
information contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of the U.S. Borrower to
be reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact
and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount.  As of the date hereof, there is no fact known to any
Loan Party that could reasonably be expected to have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan Documents, in
the Confidential Information Memorandum or in any other documents, certificates
and statements furnished to the Administrative Agent and the Lenders for use in
connection with the Transactions or the other transactions contemplated hereby
and by the other Loan Documents.


87





5.19                 Security
Documents.





(a)           The
Guarantee and Collateral Agreement is effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable security interest in the Collateral described therein and proceeds
thereof.  In the case of the Pledged Stock described in the Guarantee
and Collateral Agreement, when stock certificates and related stock powers
representing such Pledged Stock are delivered to the Administrative Agent
(assuming the Administrative Agent retains possession of such certificates and
stock powers in the State of New York; it being understood that if such Pledged
Stock is held in a jurisdiction other than the State of New York, the law of
such other jurisdiction will govern perfection), and in the case of the other
Collateral described in the Guarantee and Collateral Agreement, when financing
statements and other filings specified on Schedule 3(a) to the Guarantee and
Collateral Agreement in appropriate form are filed in the offices specified on
Schedule 3(a)to
the Guarantee and Collateral Agreement, to the extent that a security interest
therein can be perfected by the filing of a financing statement or by the other
filings described in Schedule 3(a)to the Guarantee and
Collateral Agreement, the Guarantee and Collateral Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person (except Liens permitted by
Section
7.03).





(b)           Each
of the Mortgages is effective to create in favor of the Administrative Agent,
for the benefit of the Lenders, a legal, valid and enforceable Lien on the
Mortgaged Properties described therein, and when the Mortgages are filed in the
offices specified on Schedule 3(b) to the Guarantee and Collateral Agreement,
each such Mortgage shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in the Mortgaged
Properties, as security for the Obligations (as defined in the relevant
Mortgage), in each case prior and superior in right to any other Person (except
as permitted by Section
7.03).  Schedule 1.01(c),
which lists each parcel of real property in the United States owned in fee
simple by Holdings or any of its Subsidiaries as of the Closing Date, shall
include a sub-heading for “Mortgaged Properties”.





(c)           Each
of the UK Guarantee and Debenture and the UK Share Charge are effective to
create in favor of the Administrative Agent, for the benefit of the Lenders, a
legal, valid and enforceable security interest in the Collateral described
therein and proceeds thereof.  Upon completion of (i) any registration
required by Section 395 of the Companies Act in England or, in respect of any
real estate mortgages, H.M. Land Registry and (ii) the perfection requirements
specified in the UK Guarantee and Debenture, the UK Guarantee and Debenture and
the UK Share Charge shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the relevant Loan Parties in such
Collateral and the proceeds thereof, as security for the Obligations (as defined
therein), in each case prior and superior in right to any other Person (except
Liens permitted by Section
7.03).





5.20                 Solvency.





The Loan
Parties are, taken as a whole, and after giving effect to the Transactions and
the incurrence of all Indebtedness and obligations being incurred in connection
herewith and therewith will be, Solvent.


88





5.21                 Senior
Indebtedness.





The
Obligations constitute “Senior Debt” and “Designated Senior Debt” (or any other
defined term having a similar purpose) of the U.S. Borrower under the Senior
Subordinated Note Indenture and any Permitted Refinancing Debt
Document.  The obligations of each Subsidiary party thereto under the
Guarantee and Collateral Agreement or any Foreign Subsidiary Guarantee, as
applicable, will constitute “Guarantor Senior Debt” (or any other defined term
having a similar purpose) of such Subsidiary under the Senior Subordinated Note
Indenture and under any Permitted Refinancing Debt Document (if such Subsidiary
is an obligor or guarantor thereunder).  There is no other
Indebtedness (other than the Obligations) which has been designated as
“Designated Senior Debt” (or any other defined term having a similar purpose)
for the purposes of the Senior Subordinated Note Indenture or for purposes of
any Permitted Refinancing Debt Document.





5.22                 Regulation
H.





As of the
Closing Date, no Mortgage encumbers improved real property that is located in an
area that has been identified by the Secretary of Housing and Urban Development
as an area having special flood hazards and in which flood insurance has been
made available, and has not been obtained, under the National Flood Insurance
Act of 1968.





5.23                 S Corporation
Status.





(a)           Prior
to the Closing Date, Holdings has qualified and elected to be treated as an “S
Corporation” under Subchapter S of the Code, and on the Closing Date each
Domestic Subsidiary of Holdings (other than any such Subsidiary that is an
“Ineligible Corporation” under Section 1361(b)(2) of the Code) has qualified and
elected to be treated as a “qualified subchapter S subsidiary”, in each case for
U.S. federal income tax purposes and in accordance with all applicable
Requirements of Law.





(b)           Prior
to the Closing Date, no Governmental Authority has disputed Holdings’
qualification as an “S Corporation” under Subchapter S of the Code, or the
qualification of each Domestic Subsidiary of Holdings (other than any such
Subsidiary that is an “Ineligible Corporation” under Section 1361(b)(2) of the
Code) as a “qualified subchapter S subsidiary”, in each case for U.S. federal
income tax purposes.





5.24                
Representations as to
Foreign Obligations.





The UK
Borrower and each other Designated Foreign Subsidiary Borrower represents and
warrants to the Administrative Agent and the Lenders that:





89


(a)           Such
Foreign Loan Party is subject to applicable civil and/or commercial Laws with
respect to its obligations under this Agreement and the other Loan Documents to
which it is a party (collectively as to such Foreign Loan Party, the “Applicable Foreign Loan
Party Documents”), and the execution, delivery and performance by such
Foreign Loan Party of the Applicable Foreign Loan Party Documents constitute and
will constitute private and commercial acts and not public or governmental
acts.  Neither such Foreign Loan Party nor any of its property has any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the laws of the jurisdiction in which
such Foreign Loan Party is organized and existing in respect of its obligations
under the Applicable Foreign Loan Party Documents.





(b)           The
Applicable Foreign Loan Party Documents are in proper legal form under the Laws
of the jurisdiction in which such Foreign Loan Party is organized and existing
for the enforcement thereof against such Foreign Loan Party under the Laws of
such jurisdiction, and to ensure the legality, validity, enforceability,
priority or admissibility in evidence of the Applicable Foreign Loan Party
Documents.  It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign
Loan Party Documents that the Applicable Foreign Loan Party Documents be filed,
registered or recorded with, or executed or notarized before, any court or other
authority in the jurisdiction in which such Foreign Loan Party is organized and
existing or that any registration charge or stamp or similar tax be paid on or
in respect of the Applicable Foreign Loan Party Documents or any other document,
except for (i) any such filing, registration, recording, execution or
notarization as has been made or is not required to be made until the Applicable
Foreign Loan Party Document or any other document is sought to be enforced and
(ii) any charge or tax as has been or will be timely paid.





(c)           As
of the Closing Date, to the Loan Parties’ knowledge, there is no tax, levy,
impost, duty, fee, assessment or other governmental charge, or any deduction or
withholding, imposed by any Governmental Authority in or of the jurisdiction in
which any Designated Foreign Subsidiary Borrower (as in existence on the Closing
Date) is organized and existing either (i) on or by virtue of the execution or
delivery of the Applicable Foreign Loan Party Documents or (ii) on any payment
to be made by such Designated Foreign Subsidiary Borrower pursuant to the
Applicable Foreign Loan Party Documents (assuming for this purpose that each
Revolving Credit Lender’s applicable Lending Office is in the United States),
except as has been disclosed to the Administrative Agent.





(d)           As
of the Closing Date (with respect to the UK Borrower) or the date of its
designation as a Designated Foreign Subsidiary Borrower (in the case of each
other Designated Foreign Subsidiary Borrower), the execution, delivery and
performance of the Applicable Foreign Loan Party Documents executed by such
Foreign Loan Party are, under applicable foreign exchange control regulations of
the jurisdiction in which such Foreign Loan Party is organized and existing, not
subject to any notification or authorization except (i) such as have been made
or obtained or (ii) such as cannot be made or obtained until a later date (provided that any
notification or authorization described in clause (ii) shall be made or obtained
as soon as is reasonably practicable).








90


ARTICLE
VI





AFFIRMATIVE
COVENANTS





Holdings
and the U.S. Borrower hereby jointly and severally agree that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or Agent hereunder, each of Holdings
and the U.S. Borrower shall and shall cause each of its Subsidiaries
to:




6.01                 Financial
Statements.





Furnish
to the Administrative Agent (who shall then distribute such items to each
Lender):





(a)           as
soon as available (but only if Holdings is no longer required to make such
filing with the SEC), but in any event within the earlier of (i) 90 days after
the end of each fiscal year of Holdings and (ii) five days after such related
filing (if any) with the SEC is due, a copy of the audited consolidated balance
sheet of Holdings and its consolidated Subsidiaries as at the end of such year
and the related audited consolidated statements of income and of cash flows for
such year, setting forth in each case in comparative form the figures for the
previous year, reported on without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit, by
PricewaterhouseCoopers LLC or other independent certified public accountants of
nationally recognized standing; and





(b)           as
soon as available (but only if Holdings is no longer required to make such
filing with the SEC), but in any event within the earlier of (i) 45 days after
the end of each of the first three quarterly periods of each fiscal year of
Holdings and (ii) five days after such related filing with the SEC is due, the
unaudited consolidated balance sheet of Holdings and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of income and of cash flows for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year, certified by a
Responsible Officer as being fairly stated in all material respects (subject to
normal year-end audit adjustments and the absence of footnotes).





(c)           as
soon as available, but in any event within 30 days after the end of each of
calendar month, the unaudited consolidated balance sheet of Holdings and its
consolidated Subsidiaries as at the end of such calendar month and the related
unaudited consolidated statements of income and of cash flows for such calendar
month and the portion of the fiscal year through the end of such calendar month,
setting forth in each case in comparative form the figures for the previous
year, certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments and the absence of
footnotes).





91


All such
financial statements shall be complete and correct in all material respects and
shall be prepared in reasonable detail, and the financial statement under
paragraph (a) and (b) above shall be prepared in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(except for the absence of footnotes in the quarterly statements and as approved
by such accountants or officer, as the case may be, and disclosed
therein).  In regard to subsections (a) and (b) of this Section 6.01, the
filing of Forms 10-Q and 10-K with the SEC shall constitute delivery for
purposes thereof (and shall satisfy the information requirements of Section 6.01(a) or
(b) above, as
the case may be, and satisfy the time requirements thereof if filed within the
time period required thereby); however, electronic copies of such reports must
still be delivered to the Administrative Agent.




6.02                 Certificates; Other
Information.





Furnish
to the Administrative Agent (who shall then distribute such items to each
Lender):





(a)           concurrently
with the delivery of any financial statements pursuant to Section 6.01, (i) a
certificate of a Responsible Officer of Holdings or the U.S. Borrower stating
that, to the best of such Responsible Officer’s knowledge, each Loan Party
during such period has observed or performed all of its covenants and other
agreements contained in this Agreement and the other Loan Documents to which it
is a party to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate, (ii) in the case of the financial
statements delivered pursuant to subsections (a) and (b) of Section 6.01, a
Compliance Certificate containing all information and calculations necessary for
determining compliance with the provisions of this Agreement referred to therein
as of the last day of the fiscal quarter or fiscal year of Holdings, as the case
may be, and, if applicable, for determining the Applicable Rate, and (iii) in
the case of annual financial statements, (x) a listing of any Asset Sale or
Permitted Acquisition consummated or entered into during the relevant fiscal
year, (y) to the extent not previously disclosed to the Administrative Agent, a
listing of any registered trademarks, patents and copyrights acquired by any
Loan Party since the date of the most recent list delivered pursuant to this
clause (iii) (or, in the case of the first such list so delivered, since the
Closing Date) and (z) annual insurance certificate updates;





(b)           as
soon as available, and in any event no later than 60 days after the end of each
fiscal year of Holdings, a detailed consolidated budget for the following fiscal
year (including a projected consolidated balance sheet of Holdings and its
Subsidiaries as of the end of the following fiscal year, the related
consolidated statements of projected cash flow, projected changes in financial
position and projected income and a description of the underlying assumptions
applicable thereto) (collectively, the “Projections”), which
Projections shall in each case be accompanied by a certificate of a Responsible
Officer stating that such Projections are based on estimates, information and
assumptions believed by such Responsible Officer to be reasonable at the time
made and that such Responsible Officer has no reason to believe that such
Projections are incorrect or misleading in any material respect at the time
provided;





(c)           in
the event that the U.S. Borrower is no longer required to make periodic Form
10-Q and 10-K filings with the SEC, together with delivery of the respective
financial statements pursuant to Section 6.01, within
45 days after the end of each of the first three fiscal quarters of the fiscal
year of Holdings and within 90 days after the end of the last fiscal quarter of
the fiscal year of Holdings, a narrative discussion and analysis of the
financial condition and results of operations of Holdings and its Subsidiaries
for such fiscal quarter and for the period from the beginning of the then
current fiscal year to the end of such fiscal quarter, as compared to the
portion of the Projections covering such periods and to the comparable periods
of the previous year;


92





(d)           no
later than 10 Business Days prior to the effectiveness thereof (or, if such 10
Business Day prior notice is not reasonably possible, 5 Business Days or such
shorter period as may be acceptable to the Administrative Agent), copies of
substantially final drafts of any proposed amendment, supplement, waiver or
other modification with respect to the Senior Subordinated Note Indenture, the
Senior Unsecured Note Indenture, any Permitted Refinancing Debt Document, the
ESOP Documentation or, to the extent relating to indemnity provisions, the
Acquisition Documentation (including, without limitation, the Fox River
Indemnity Arrangements);





(e)           without
duplication of materials required elsewhere in this Agreement, within five days
after the same are sent, copies of all (i) compliance certificates and similar
reports that Holdings or the U.S. Borrower sends to the holders of any class of
its debt securities having an aggregate outstanding principal amount in excess
of $10,000,000 and (ii) reports and registration statements (if any) which
Holdings or the U.S. Borrower is required to file with the SEC;





(f)           to
the extent permitted by law, during January of each year a summary valuation
analysis, prepared by an independent third party engaged by the trustee for the
ESOP, with respect to the valuation of the common stock of Holdings owned by the
ESOP as of a date at or near the end of the prior year, together with supporting
commentary, such analysis and commentary to be in a form reasonably consistent
with the analysis and commentary delivered to the Administrative Agent prior to
the Closing Date; and





(g)           promptly,
such additional financial and other information as any Lender through the
Administrative Agent may from time to time reasonably request.





Each
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the U.S. Borrower hereunder
(collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders (each, a “Public Lender”) may
have personnel who do not wish to receive material non-public information with
respect to the U.S. Borrower or its Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’
securities.  The U.S. Borrower hereby agrees that so long as the U.S.
Borrower is the issuer of any outstanding debt or equity securities that are
registered or issued pursuant to a private offering or is actively contemplating
issuing any such securitiesit will use
commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (w) all such
Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at
a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers
shall be deemed to have authorized the Administrative Agent, the Arranger, the
L/C Issuer and the Lenders to treat such Borrower Materials as not containing
any material non-public information (although it may be sensitive and
proprietary) with respect to the Borrowers or their securities for purposes of
United States Federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as
set forth in Section
11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Investor;”
and (z) the Administrative Agent and the Arranger shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public
Investor.”


93





6.03                 Payment of
Obligations.





Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material obligations of whatever nature,
except where (x) the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of the relevant Group Member or
(y) would not have a Material Adverse Effect.





6.04                 Maintenance of Existence;
Compliance.





(a)           (i)  Preserve,
renew and keep in full force and effect its corporate existence and (ii) take
all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 7.04 and
except, in the case of clause (ii) above, to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (b)
comply with all Contractual Obligations and Requirements of Law except to the
extent that failure to comply therewith could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.





6.05                 Maintenance of Property;
Insurance.





(a)           Keep
all property (other than property that is the subject of a Recovery Event)
useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted, except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect, and (b) maintain with financially sound and reputable insurance
companies (as reasonably determined by the U.S. Borrower at the time the
insurance is obtained) insurance on all its property in at least such amounts
(after giving effect to any self-insurance compatible with the following
standards) and against at least such risks (but including in any event general
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business





6.06                 Inspection of Property;
Books and Records; Discussions.





(a)           Keep
proper books of records and account in conformity with GAAP and all material
Requirements of Law, (b) during the continuation of any Event of Default,
provide, at the U.S. Borrower’s expense, such appraisals of the tangible and
intangible property of the U.S. Borrower or its Subsidiaries and environmental
audits and reports relating to the real property of the U.S. Borrower and its
Subsidiaries, as the Administrative Agent may reasonably request, and (c) permit
representatives of any Lender to visit and inspect (at their own expense; provided that, after
an Event of Default, the Administrative Agent may inspect on behalf of all of
the Lenders at the expense of the U.S. Borrower) any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Group Members
with officers and employees of the Group Members and with their independent
certified public accountants; provided that all
such visits shall be arranged through the Administrative Agent which shall use
reasonable efforts to coordinate such visits so as to minimize the total number
thereof.


94





6.07                 Notices.





Promptly
give notice to the Administrative Agent, and each Lender upon any Responsible
Officer becoming aware of:





(a)           the
occurrence of any Default or Event of Default;





(b)           any
(i) default or event of default under any Contractual Obligation of any Group
Member or (ii) litigation, investigation or proceeding that may exist at any
time between any Group Member and any Governmental Authority, that in either
case, could reasonably be expected to have a Material Adverse
Effect;





(c)           the
following events, as soon as possible and in any event within 30 days after the
U.S. Borrower knows or has reason to know thereof:  (i) the occurrence
of any Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan or (ii) the institution of proceedings or the taking of any
other action by the PBGC or the U.S. Borrower or any Commonly Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan, in each case, to the
extent such event or proceeding (x) is expected to result in a material change
in the ESOP or ERISA disclosures contained in Holdings’ next 10-Q or 10-K filing
(as compared to the most recent 10-Q or 10-K filing), or (y) to the extent
Holdings is no longer subject to the SEC filing requirements, is of comparable
materiality;





(d)           any
material notice received by a Group Member related to the commencement of, or
any material development in, any litigation or proceeding affecting any Group
Member, in connection with any applicable Environmental Laws or Environmental
Liability, to the extent such litigation or proceeding (i) is expected to result
in a material change in the environmental liability disclosures in Holdings’
next 10-Q or 10-K filing, or (ii) to the extent Holdings is no longer subject to
the SEC filing requirements, is of comparable materiality;





(e)           of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of any Group Member; (ii) any dispute,
litigation, investigation, proceeding or suspension between any Group member and
any Governmental Authority or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting any Group Member (other
than pursuant to Environmental Laws); and





(f)           as
required under the Guarantee and Collateral Agreement:




(i)           notice
upon the occurrence of any event which could reasonably be expected to have a
material adverse effect on the aggregate value of the Collateral or on the
security interests created by the Guarantee and Collateral
Agreement;





(ii)
            a
      copy of each material demand, notice or document received by it that
      challenges the validity or enforceability of more than fivepercent (5%) of
      the aggregate amount of the then outstanding Receivables (as defined in
      the Guarantee and Collateral
Agreement);


95





(iii)
            notice
      if it knows that any application or registration relating to any
      Intellectual Property may become forfeited, abandoned or dedicated to the
      public, or of any adverse determination or development (including, without
      limitation, the institution of, or any such determination or development
      in, any proceeding in the United States Patent and Trademark Office, the
      United States Copyright Office or any court or tribunal in any country)
      regarding any Loan Party’s ownership of, or the validity of, any
      Intellectual Property or such Loan Party’s right to register the same or
      to own and maintain the same, in each case to the extent such Intellectual
      Property is material to the aggregate value of the Collateral;
      and





(iv)
            in
      the event that any Intellectual Property is infringed, misappropriated or
      diluted by a third party, the applicable Loan Party after it learns
      thereof, to the extent such Intellectual Property is material to the
      aggregate value of the Collateral.





Each
notice pursuant to this Section 6.07 shall be
accompanied by a statement of a Responsible Officer setting forth details of the
occurrence referred to therein and stating what action Holdings, the U.S.
Borrower or the relevant Subsidiary proposes to take with respect
thereto.




6.08                 Environmental
Laws.








(a)           Comply
in all respects with, and ensure compliance in all respects by all tenants and
subtenants, if any, with, all applicable Environmental Laws, and obtain and
comply in all respects with and maintain, and ensure that all tenants and
subtenants obtain and comply in all respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, except to the extent that the failure to take
such actions could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.





(b)           Conduct
and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply in all respects with all lawful orders and directives of all
Governmental Authorities regarding Environmental Laws, except to the extent that
the failure to take such actions could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.





6.09                 Additional Collateral,
etc.





(a)           With
respect to any property acquired after the Closing Date by any Loan Party (other
than (w) any property which would not have been subject to the Lien created by
the Guarantee and Collateral Agreement or the UK Guarantee and Debenture, as
applicable, as of the Closing Date had such property been owned as of the
Closing Date (i.e., excluding (1) leasehold interests in real property and (2)
fee interests in real property valued at less than $2,000,000 for insurance
purposes), (x) any property described in paragraph (b), (c) or (d) below, (y)
any property subject to a Lien expressly permitted by Section 7.03(f), (g), (p)
and (r) and (z) property acquired by any Excluded Foreign Subsidiary) as
to which the Administrative Agent, for the benefit of the Lenders, does not have
a perfected Lien, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement, the applicable
Foreign Security Agreement or such other documents as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a security interest in such property and (ii) take all
actions necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in
such


96


property
(subject to Liens permitted by Section 7.03),
including the filing of Uniform Commercial Code financing statements or the
making of such other filings or recordings in such jurisdictions as may be
required by the Guarantee and Collateral Agreement, any Foreign Security
Agreement or by law or as may be requested by the Administrative
Agent.





(b)           With
respect to any fee interest in any real property having an insured value
(including with respect to improvements thereof) of at least $2,000,000 acquired
after the Closing Date by any Loan Party (other than (y) any such real property
subject to a Lien expressly permitted by Section 7.03(f), (g), (p)
and (r) and (z) real property acquired by any Excluded Foreign
Subsidiary), promptly (i) execute and deliver a first priority Mortgage or
Foreign Security Agreement, as applicable, in favor of the Administrative Agent,
for the benefit of the Lenders, covering such real property, (ii) if requested
by the Administrative Agent, provide the Lenders with (x) title and extended
coverage insurance covering such real property in an amount at least equal to
the purchase price of such real property (or such other amount as shall be
reasonably specified by the Administrative Agent), as well as a current ALTA
survey thereof (or an existing survey (without update), together with an
affidavit of no change, so long as Title Insurance Company shall agree to issue
the mortgagee’s title insurance policy, excluding the standard survey exception,
but including the survey dependent endorsements), together with a surveyor’s
certificate or, in the case of real property located in any jurisdiction outside
the United States, any similar documentation relevant to such jurisdiction and
(y) to the extent obtainable using commercially reasonable efforts, any consents
or estoppels reasonably deemed necessary or advisable by the Administrative
Agent in connection with such Mortgage, each of the foregoing in form and
substance reasonably satisfactory to the Administrative Agent and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.





(c)           Subject
to paragraph (e) below, with respect to any new wholly-owned Subsidiary (other
than an Excluded Foreign Subsidiary) created or acquired after the Closing Date
by any Group Member (which, for the purposes of this paragraph (c), shall
include any existing Subsidiary that ceases to be an Excluded Foreign
Subsidiary), promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement or to the applicable
Foreign Pledge Agreement, or such new Foreign Pledge Agreement as the
Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Lenders, a perfected first priority security
interest in the Capital Stock of such new Subsidiary that is owned by any Loan
Party, (ii) deliver to the Administrative Agent the certificates, if any,
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the relevant Loan Party,
(iii) cause any such new wholly-owned Domestic Subsidiary (A) to become a party
to the Guarantee and Collateral Agreement, (B) to take such actions necessary or
advisable to grant to the Administrative Agent for the benefit of the Lenders a
perfected first priority security interest in the Collateral described in the
Guarantee and Collateral Agreement (subject to Liens permitted by Section 7.03) with
respect to such new Subsidiary, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Administrative Agent a certificate of such
Subsidiary, substantially in the form of Exhibit I, with
appropriate insertions and attachments, (iv) cause any such new Foreign
Subsidiary, promptly following any statutory waiting period (including, without
limitation, any Whitewash Procedure or similar procedure under applicable law),
(A) to execute and deliver to the Administrative Agent the Guarantee and
Collateral Agreement or a Foreign Subsidiary Guarantee pursuant to which such
Foreign Subsidiary shall guarantee the Obligations, (B) to execute and deliver
to the Administrative Agent the Guarantee and Collateral Agreement or such
Foreign Security Agreements as the Administrative Agent deems necessary or
advisable to grant a Lien to the


97


Administrative
Agent, for the benefit of the Lenders, on all property of such Foreign
Subsidiary to secure payment of the Obligations, (C) to take such actions
necessary or advisable to grant to the Administrative Agent for the benefit of
the Lenders a perfected first priority security interest in the Collateral
described in the Foreign Security Agreements delivered pursuant to the foregoing
clause (B) (subject to Liens permitted by Section 7.03) with
respect to such new Subsidiary, including such filings or other recordings in
such jurisdictions as may be required by such Foreign Security Agreements or by
law or as may be requested by the Administrative Agent, and (D) to deliver to
the Administrative Agent a certificate of such Subsidiary, substantially in the
form of Exhibit
I, with appropriate insertions and attachments, with such modifications
relevant to the jurisdiction of such Foreign Subsidiary, as may be requested by
the Administrative Agent, and (v) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.





(d)           With
respect to any new Excluded Foreign Subsidiary created or acquired after the
Closing Date by any Group Member (other than by any Group Member that is an
Excluded Foreign Subsidiary), promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
or to the applicable Foreign Pledge Agreement, or such new Foreign Pledge
Agreement as the Administrative Agent deems necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in the Capital Stock of such new Subsidiary that is
owned by any such Group Member (provided that in no
event shall more than 65% of the total outstanding Capital Stock of any such new
Subsidiary be required to be so pledged), (ii) deliver to the Administrative
Agent the certificates, if any, representing such Capital Stock, together with
undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, as the case may be, and at the request of
the Administrative Agent, take such other action as may be reasonably necessary
to perfect the Administrative Agent’s security interest therein, and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.





(e)           Notwithstanding
anything in this Section 6.09 to the
contrary, no Subsidiary shall provide a guarantee of all or any portion of the
U.S. Borrower’s obligations under the Senior Subordinated Notes, Senior
Unsecured Notes or any Permitted Refinancing Debt Document unless, prior to or
concurrently therewith, such Subsidiary complies with the requirements of Section 6.09(c) and,
for such purpose, no such Subsidiary shall be or shall be deemed to be, an
Excluded Foreign Subsidiary.





6.10                 Further
Assurances.





From time
to time execute and deliver, or cause to be executed and delivered, such
additional instruments, certificates or documents, and take all such actions, as
the Administrative Agent may reasonably request for the purposes of implementing
or effectuating the provisions of this Agreement and the other Loan Documents,
or of more fully perfecting or renewing the rights of the Administrative Agent
and the Lenders with respect to the Collateral (or with respect to any additions
thereto or replacements or proceeds thereof or with  respect to any
other property or assets hereafter acquired by the U.S. Borrower or any
Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or
thereto.  Upon the exercise by the Administrative Agent or any Lender
of any power, right, privilege or remedy pursuant to this Agreement or the other
Loan Documents which requires any consent, approval, recording qualification or
authorization of any Governmental Authority, the U.S. Borrower will execute and
deliver, or will cause the execution and delivery of, all applications,
certifications, instruments and other documents and papers that the
Administrative Agent or such Lenders may be required to obtain from the U.S.
Borrower or any of its Subsidiaries for such governmental consent, approval,
recording, qualification or authorization.


98


6.11                 ERISA.





(a)           In
the case of Holdings, promptly contribute, loan or repay to the U.S. Borrower
all cash received by it (including, without limitation, from the ESOP but
excluding any cash received by it which is forthwith remitted to the ESOP
pursuant to transactions which do not violate the provisions of this Agreement
or used to pay amounts owing or payable by Holdings in connection with its
activities which do not violate this Agreement) unless permitted to be retained
by Holdings in accordance with Section
7.16.




(b)           Take
all actions necessary to preserve the existence of the ESOP and to maintain its
tax-qualified status under Sections 401(a) and 501(a), or successor provisions,
respectively, of the Code and the ESOP Component’s status as an employee stock
ownership plan; and administer the ESOP in compliance in all material respects
with the terms of the ESOP and the provisions of the Code and ERISA, as
applicable to the ESOP, and make any remedial amendments required by the IRS
within the time period allowed for the amendments.





6.12                 Use of
Proceeds.





Use the
proceeds of the Credit Extensions for general corporate purposes not in
contravention of any material Law or of any Loan Document; provided that no
proceeds of Loans may be used to repay the Senior Unsecured Notes at final
maturity unless (a) the amount of the proceeds so used, together with all
amounts applied to prepay Indebtedness pursuant to Section 7.08(a)(C),
does not exceed $50,000,000 in the aggregate or (b) after giving effect to any
such payment, the Consolidated Senior Secured Leverage Ratio is less than 2.50
to 1.0 on a pro forma basis as if such repayment had been made on the last day
of the most recent four quarter period of Holdings for which financial
statements have been delivered pursuant to Section
6.01.





6.13                 Designated Foreign
Subsidiary Borrowers.





Cause
each Designated Foreign Subsidiary Borrower to maintain required approvals and
authorizations of the appropriate Governmental Authorities that are necessary to
be a Borrower under the Revolving Credit Facility.





6.14                 Post-Closing
Actions.





Deliver
to the Administrative Agent:





(a)           within
60 days of the Closing Date (or such later date as agreed to by the
Administrative Agent in writing), the control agreements with respect to Deposit
Accounts (other than Permitted Unperfected Accounts (as defined in the Guarantee
and Collateral Agreement)) and Securities Accounts, in each case as referred to
in the Guarantee and Collateral Agreement (in each case, to the extent required
by the Administrative Agent), duly executed by the appropriate
parties;


99





(b)           within
60 days of the Closing Date (or such later date as agreed to by the
Administrative Agent in writing), any landlords’ and bailees’ waiver and consent
agreements reasonably requested by the Administrative Agent (to the extent the
same are obtainable using commercially reasonable efforts); and





(c)           within
30 days of the Closing Date (or such later date as agreed to by the
Administrative Agent in writing), to the extent not delivered on or prior to the
Closing Date, such documents and certifications as the Administrative Agent may
reasonably require to establish that each of the U.S. Borrower, Holdings, the UK
Borrower and other Guarantorsis in good standing and
qualified to engage in business in each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification, except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.





6.15                 First Amendment Post-Closing
Actions.





Deliver
to the Administrative Agent within 45 days of the First Amendment Effective Date
(or such later date as agreed to by the Administrative Agent in
writing):





(a)           A
Mortgage with respect to each of 2500 W. Wisconsin Ave., Portage, WI, 3606 Red
Arrow Drive, Rhinelander, WI 54501 and 1264 East High Street, Milton, WI 53563
(each a “Post-Closing
Property” and, collectively, the “Post-Closing
Properties”), executed and delivered by a duly authorized officer of each
party thereto.





(b)           For
each of the Post-Closing Properties either (a) a recent or updated survey of
each of the Post-Closing Properties, in form and substance satisfactory to the
Administrative Agent or (b) an existing survey of each of the Post-Closing
Properties (without update), together with an affidavit of no change (or with
changes noted therein to the extent the Administrative Agent has not objected),
so long as the title insurance company issuing the policy referred to in clause
(c) below (the “Title
Insurance Company”) shall agree to issue the mortgagee’s title insurance
policy, excluding the standard survey exception, but including the survey
dependent endorsements.





(c)           In
respect of each of the Post-Closing Properties a mortgagee’s title insurance
policy (or policies) or marked up unconditional binder for such
insurance.  Each such policy shall (1) be in an amount reasonably
satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3)
insure that the Mortgage insured thereby creates a valid first Lien on each of
the Post-Closing Properties free and clear of all defects and encumbrances,
except as permitted under Section 7.03 hereof;
(4) name the Administrative Agent for the benefit of the Lenders as the insured
thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and
10/17/84) (or equivalent policies); (6) contain such endorsements and
affirmative coverage as the Administrative Agent may reasonably request and (7)
be issued by First American Title Insurance Company.  The
Administrative Agent shall have received evidence satisfactory to it that all
premiums in respect of each such policy, all charges for mortgage recording tax,
and all related expenses, if any, have been paid.


100





(d)           For
any of the Post-Closing Properties that are located in a special flood hazard
area under the National Flood Insurance Act of 1968, the Administrative Agent
shall have received (1) a policy of flood insurance that (A) covers any parcel
of improved real property that is encumbered by the Mortgage on such
Post-Closing Property, (B) is written in an amount not less than the outstanding
principal amount of the indebtedness secured by such Mortgage that is reasonably
allocable to such real property or the maximum limit of coverage made available
with respect to the particular type of property under the National Flood
Insurance Act of 1968, whichever is less, and (C) has a term ending not later
than the maturity of the Indebtedness secured by such Mortgage and (2)
confirmation that the U.S. Borrower has received the notice required pursuant to
Section 208(e)(3) of Regulation H of the FRB.





(e)           A
copy of all recorded documents referred to, or listed as exceptions to title in,
the title policy or policies referred to in clause (c) above and a copy of all
other material documents affecting each of the Post-Closing
Properties.





(f)           Favorable
opinions of counsel to the Loan Parties, addressed to the Administrative Agent
and each Lender, as to the matters concerning the Mortgages on each of the
Post-Closing Properties in form and substance satisfactory to the Administrative
Agent.





(g)           A
duly executed control agreement with respect to the U.S. Borrower’s Deposit
Account (as referred to in the Guarantee and Collateral Agreement) at Associated
Bank (Account Number 2175861349) in form and substance satisfactory to the
Administrative Agent.








ARTICLE
VII





NEGATIVE
COVENANTS





Holdings
and the U.S. Borrower hereby jointly and severally agree that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or Agent hereunder, each of Holdings
and the U.S. Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly:





7.01                 Financial
Condition.








(a)           Consolidated Leverage
Ratio.  Permit the Consolidated Leverage Ratio as of any fiscal
quarter end set forth in the table below to exceed the ratio set forth in the
table below opposite such fiscal quarter:


101





Fiscal Quarter
            Consolidated
              Leverage RatioAny
      fiscal quarter ending after the Closing Date through the fiscal quarter
      ending on or about December 31, 2008
            4.50
      to 1.00The
      fiscal quarter ending on or about March 31, 2009
            6.00
      to 1.00The
      fiscal quarter ending on or about June 30, 2009
            7.25
      to 1.00The
      fiscal quarter ending on or about September 30, 2009
            6.75
      to 1.00The
      fiscal quarter ending on or about December 31, 2009
            5.50
      to 1.00The
      fiscal quarters ending on or about March 31, 2010  and June 30,
      2010
            5.25
      to 1.00The
      fiscal quarter ending on or about September 30, 2010
            4.75
      to 1.00The
      fiscal quarters ending on or about December 31, 2010 and March 31,
      2011
            4.50
      to 1.00The
      fiscal quarter ending on or about June 30, 2011 and any fiscal quarter
      ending thereafter
            4.00
      to 1.00





(b)  Coverage
Ratio.  (i) Prior to the First Amendment Effective Date, permit
the Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters of Holdings to be less than 2.50 to 1.00; and





(ii) on the First Amendment Effective
Date and thereafter, permit the Consolidated Fixed Charge Coverage Ratio for any
applicable period ending with any fiscal quarter set forth in the table below to
exceed the ratio set forth in the table below opposite such fiscal
quarter.  The applicable period shall be (A) for Holdings’ fiscal
quarter ending on or about March 31, 2009, the one fiscal quarter period then
ending, (B) for Holdings’ fiscal quarter ending on or about June 30, 2009, the
two fiscal quarter period then ending, (C) for Holdings’ fiscal quarter ending
on or about September 30, 2009, the three fiscal quarter period then ending and
(D) for Holdings’ fiscal quarter ending on or about December 31, 2009 and each
fiscal quarter thereafter, the four fiscal quarter period then
ending.


102





Fiscal Quarter
            Consolidated
              Fixed Charge Coverage
  RatioThefiscal quarter
      ending on or about March 31, 2009
            1.25
      to 1.00The
      fiscal quarter ending on or about June 30, 2009
            1.10
      to 1.00The
      fiscal quarter ending on or about September 30, 2009
            1.25
      to 1.00The
      fiscal quarter ending on or about December 31, 2009
            1.10
      to 1.00The
      fiscal quarter ending on or about March 31, 2010
            1.15
      to 1.00The
      fiscal quarter ending on or about June 30, 2010
            1.10
      to 1.00The
      fiscal quarter ending on or about September 30, 2010 and any fiscal
      quarter ending thereafter
            1.25
      to 1.00





(c)           Consolidated Senior Secured
Leverage Ratio.  Permit the Consolidated Senior Secured
Leverage Ratio as of any fiscal quarter end set forth in the table below to
exceed the ratio set forth in the table below opposite such fiscal
quarter:


103





Fiscal Quarter
            Consolidated
              Senior Secured Leverage
    RatioThefiscal quarter
      ending on or about March 31, 2009
            3.50
      to 1.00The
      fiscal quarter ending on or about June 30, 2009
            4.15
      to 1.00The
      fiscal quarter ending on or about September 30, 2009
            4.00
      to 1.00The
      fiscal quarter ending on or about December 31, 2009
            3.25
      to 1.00The
      fiscal quarters ending on or about March 31, 2010 and June 30,
      2010
            3.00
      to 1.00The
      fiscal quarter ending on or about September 30, 2010
            2.75
      to 1.00The
      fiscal quarter ending on or about December 31, 2010 and any fiscal quarter
      ending thereafter
            2.50
      to 1.00*





*Notwithstanding the level appearing in
the grid above, the Consolidated Senior Secured Leverage Ratio for the fiscal
quarter ending on or about December 31, 2010 shall not exceed 2.00 to 1.00
unless the Senior Unsecured Notes shall have been fully repaid, redeemed and/or
defeased prior to December 31, 2010 solely out of the proceeds of related
Permitted Refinancing Debt.





7.02                 Indebtedness.





Create,
issue, incur, assume, become liable in respect of or suffer to exist any
Indebtedness, except:





(a)           Indebtedness
of any Loan Party pursuant to any Loan Document;





(b)           Indebtedness
(i) of Holdings or the U.S. Borrower to any of their respective Subsidiaries,
(ii) of the U.S. Borrower or any Subsidiary that is a Guarantor to Holdings or
the U.S. Borrower or any other Subsidiary, (iii) of any Foreign Subsidiary to
any Foreign Subsidiary, (iv) subject to Section 7.07(f), of
any Foreign Subsidiary to the U.S. Borrower or any Subsidiary that is a
Guarantor and (v) resulting from ESOP related loans and advances permitted by
Section
7.07(g); provided, in each
case, that any such Indebtedness described in the foregoing clauses (i) through
(iv) incurred by a Loan Party to a Group Member that is not a Loan Party is
expressly subordinated to the prior payment in full in cash of the
Obligations;





(c)           Guarantee
Obligations incurred in the ordinary course of business by the U.S. Borrower or
any of its Subsidiaries of obligations of the U.S. Borrower, any Subsidiary that
is a Guarantor and, subject to Section 7.07(f), of
any Foreign Subsidiary;


104





(d)           Permitted
Existing Debt (excluding such Indebtedness referenced in clauses (f), (g) and
(h) in this section) and any refinancings, refundings, renewals or extensions
thereof (without increasing, or shortening the maturity of, the principal amount
thereof);





(e)           Indebtedness
(including, without limitation, Capital Lease Obligations) secured by Liens
permitted by Section
7.03(g) in an aggregate principal amount not to exceed the greater of
$25,000,000 and 3.0% of Consolidated Tangible Assets (measured as of the most
recent quarter for which a Compliance Certificate has been delivered pursuant to
Section
6.02(a)) at any one time outstanding;





(f)           (i)
Indebtedness of the U.S. Borrower in respect of the Senior Subordinated Notes,
together with any Permitted Refinancing Debt in connection therewith, in an
aggregate principal amount not to exceed $150,000,000 and (ii) Guarantee
Obligations of Holdings and any Subsidiary that is a Guarantor in respect of
such Indebtedness, provided that such
Guarantee Obligations are subordinated to the same extent as the obligations of
the U.S. Borrower in respect of the Senior Subordinated Notes or the applicable
Permitted Refinancing Debt, as the case may be;





(g)           (i)
Indebtedness of the U.S. Borrower in respect of the Senior Unsecured Notes,
together with any Permitted Refinancing Debt in connection therewith, in an
aggregate principal amount not to exceed $185,000,000 and (ii) Guarantee
Obligations of Holdings and any Subsidiary that is a Guarantor in respect of
such Indebtedness;





(h)           [INTENTIONALLY
OMITTED]





(i)           Hedge
Agreements (a) in respect of Indebtedness otherwise permitted hereby that bears
interest at a floating rate, so long as such agreements are not entered into for
speculative purposes, (b) in respect of foreign currency exposure of any Group
Member or in respect of energy, raw materials and/or commodities, so long as, in
each case, such agreements are entered into in the ordinary course of business
and not for speculative purposes and (c) Guarantee Obligations of Holdings and
any other Loan Party in respect of such Indebtedness;





(j)           Indebtedness
under the AWA Environmental Indemnity Agreement; provided that such
Indebtedness is recourse only to the property described in Section
7.03(i);





(k)           Guarantee
Obligations of the U.S. Borrower with respect to obligations of Holdings
pursuant to the AWA Environmental Indemnity Agreement;





(l)           Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business
so long as such Indebtedness is extinguished within three Business Days of the
incurrence thereof;





(m)           Indebtedness
of the U.S. Borrower or any of its Subsidiaries in respect of performance bonds
and surety bonds incurred in the ordinary course of business;





105


(n)           Indebtedness
of the U.S. Borrower or any Subsidiary of the U.S. Borrower arising from
agreements of the U.S. Borrower or a Subsidiary of the U.S. Borrower providing
for indemnification, adjustment of purchase price, earn out or other similar
obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a Subsidiary of the U.S. Borrower
permitted under this Agreement, other than guarantees of Indebtedness incurred
by any Person acquiring all or any portion of such business, assets or
Subsidiary for the purpose of financing such acquisition;





(o)           Existing
Letters of Credit but not including any refinancings, refundings, renewals or
extensions thereof;





(p)           [INTENTIONALLY
OMITTED]





(q)           additional
Indebtedness of the U.S. Borrower or any of its Subsidiaries in an aggregate
principal amount (for the U.S. Borrower and all Subsidiaries) not to exceed
$15,000,000 at any one time outstanding;





(r)           Indebtedness
of one or more Loan Parties incurred in connection with the Ohio Department of
Development financing for the U.S. Borrower’s finishing area project investment
and additional related investments at West Carrolton, Ohio plant, and any
subsequent refinancings thereof; provided that the
aggregate principal amount of Indebtedness at any time outstanding pursuant to
this clause (r) shall not exceed $12,500,000; and





(s)           Indebtedness
of the U.S. Borrower or any Loan Party in respect of Cash Management Agreements
entered into in the ordinary course of business and Guarantee Obligations of
Holdings and any Loan Party in respect of such Indebtedness.





7.03                 Liens.





Create,
incur, assume or suffer to exist any Lien upon any of its property, whether now
owned or hereafter acquired, except for:





(a)           Liens
for taxes or assessments not yet delinquent or that are being contested in good
faith by appropriate proceedings, provided that
adequate reserves with respect thereto are maintained on the books of Holdings
or its Subsidiaries, as the case may be, in conformity with GAAP;





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





(c)           pledges
or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation;





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





106


(e)           easements,
rights-of-way, restrictions, minor defects or irregularities in title and other
similar encumbrances incurred in the ordinary course of business that, in the
aggregate, are not substantial in amount and that do not in any case materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the U.S. Borrower or any of its
Subsidiaries;





(f)           Liens
in existence on the date hereof listed on Schedule 7.03,
securing Indebtedness permitted by Section 7.02(d);
provided that
no such Lien is spread to cover any additional property after the Closing Date
and that the amount of Indebtedness secured thereby is not
increased;





(g)           Liens
securing Indebtedness of the U.S. Borrower or any other Subsidiary incurred
pursuant to Section
7.02(e) to finance the acquisition of fixed or capital assets, provided that (i)
such Liens shall be created simultaneously with, or within 120 days after, the
acquisition of such fixed or capital assets, (ii) such Liens do not at any time
encumber any property other than the property financed by such Indebtedness and
(iii) the amount of Indebtedness secured thereby is not increased;





(h)     
      Liens created pursuant to the Security
Documents;





(i)    
        Liens on rights to “Recovery” in
favor of AWA pursuant to and as defined in the AWA Environmental Indemnity
Agreement and the API Environmental Indemnity Agreement;





(j)         
  any interest or title of a lessor under any lease entered into by
the U.S. Borrower or any other Subsidiary in the ordinary course of its business
and covering only the assets so leased;





(k)        
   Liens arising from judgments, decrees or attachments except to
the extent that they give rise to an Event of Default;





(l)  
          licenses, leases or
subleases granted to third Persons in the ordinary course of business not
interfering in any material respect with the business of Holdings or any of its
Subsidiaries;





(m)           Liens
in favor of customs or revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods so long as
such Lien covers only the goods being imported;





(n)      
     Liens on the assets of a Foreign Subsidiary which
is not a Guarantor securing Indebtedness incurred by such Foreign Subsidiary
pursuant to Section
7.02(q);





(o)      
     Liens existing on any asset prior to the
acquisition thereof by the U.S. Borrower or any Subsidiary or on any asset of
any Person that becomes a Subsidiary; provided that (i)
such Lien is not created in contemplation of, or in connection with, such
acquisition or such Person becoming a Subsidiary and (ii) such Lien shall not
apply to any other assets;





(p)        
   Liens securing Indebtedness permitted to be incurred pursuant
to Section
7.02(r), which Liens shall extend only to the equipment and other related
personal property which is being financed by such Indebtedness;


107





(q)   
        Liens not otherwise permitted by
this Section so long as (i) the aggregate outstanding principal amount of the
obligations secured thereby does not exceed $15,000,000 at any one time
outstanding and (ii) the aggregate fair market value (as reasonably determined
by the U.S. Borrower as of the date the respective Lien is incurred) of the
assets subject thereto does not exceed (as to the U.S. Borrower and all
Subsidiaries) $19,500,000 at any one time;





(r)       
    all exceptions to the title polices delivered pursuant
to Section
4.01(a)(iv) or Section 6.09(b);
and





(s)       
    Liens, if any, in favor of the L/C Issuer and/or Swing
Line Lender to cash collateralize or otherwise secure the obligations of a
Defaulting Lender or an Impacted Lender to fund risk participations
hereunder.





7.04                 Fundamental
Changes.





Enter
into any merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all
or substantially all of its property or business, except that:





(a)           any
Subsidiary of the U.S. Borrower may be merged, consolidated or amalgamated with
or into the U.S. Borrower (provided that the
U.S. Borrower shall be the continuing or surviving corporation) or with or into
any Guarantor (provided that a
Guarantor shall be the continuing or surviving corporation) or, subject to Section 7.07(f), with
or into any Foreign Subsidiary that is not a Guarantor;





(b)           any
Subsidiary of the U.S. Borrower may Dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the U.S. Borrower or any Guarantor or,
subject to Section
7.07(f), any Foreign Subsidiary that is not a Guarantor;





(c)           subject
to Section
6.09, the U.S. Borrower or any Subsidiary may merge with any other Person
to effect a Permitted Acquisition, provided that, in the
case of a merger involving the U.S. Borrower, the U.S. Borrower is the surviving
entity of such merger; and





any
Subsidiary that is not a Guarantor may merge with or into any other Subsidiary
that is not a Guarantor.





7.05                 Disposition of
Property.





Voluntarily
Dispose of any of its property, whether now owned or hereafter acquired, or, in
the case of any Subsidiary, issue or sell any shares of such Subsidiary’s
Capital Stock to any Person, except:





(a)           the
Disposition of obsolete or worn out property or other assets no longer used or
useful (as reasonably determined by the U.S. Borrower and giving effect to its
business plans) in the business of the U.S. Borrower and its Subsidiariesin the ordinary course
of business;





(b)           the
sale of inventory in the ordinary course of business;





(c)           Dispositions
permitted by Sections 7.04, 7.06 and 7.07;


108





(d)           the
sale or issuance of any Subsidiary’s Capital Stock to the U.S. Borrower or any
Guarantor;





(e)           the
Disposition of other property having a fair market value not to exceed
$25,000,000 in the aggregate for any fiscal year of the U.S. Borrower; provided that the Net
Cash Proceeds of any Disposition constituting an Asset Sale shall be subject to
the mandatory prepayment provisions of Section 2.05(b);
and





(f)           the
sale of Foreign Subsidiaries or the assets of Foreign Subsidiaries; provided that the Net
Cash Proceeds of any Disposition constituting an Asset Sale shall be subject to
the mandatory prepayment provisions of Section
2.05(b).





7.06                
Restricted
Payments.





Declare
or pay any dividend (other than dividends payable solely in common stock of the
Person making such dividend) on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of any Group
Member, whether now or hereafter outstanding, or make any other distribution in
respect thereof, either directly or indirectly, whether in cash or property or
in obligations of Holdings, the U.S. Borrower or any Subsidiary (collectively,
“Restricted
Payments”), except that:





(a)           any
Subsidiary may make Restricted Payments to the U.S. Borrower and any Subsidiary
that is a Guarantor, and to any other Persons that directly own a Capital Stock
in such Subsidiary, ratably according to their respective holdings of the type
of Capital Stock in respect of which such Restricted Payment is being
made;





(b)           so
long as no Event of Default has occurred and is continuing under Section 8.01(a) or
Section 8.01(f)
or would result therefrom, Subsidiaries of Holdings may make Restricted Payments
to permit Holdings (and Holdings shall be permitted) (i) to make Restricted
Payments to satisfy its obligations to repurchase its common stock pursuant to
the ESOP Documentation from accounts allocated to participants in the ESOP to
the extent representing hardship (with “hardship” being determined in accordance
with the Code and the ESOP Documentation) distributions to the participants in
the ESOP in accordance with the Code and the ESOP Documentation; provided that the
aggregate amount of all Restricted Payments made pursuant to this clause
(b)(i) shall not exceed $2,000,000 in any fiscal year of Holdings; (ii) to
make Restricted Payments to satisfy its obligations to repurchase its common
stock pursuant to the ESOP Documentation from accounts allocated to participants
in the ESOP upon (x) the election of such participants to diversify a
portion of the common stock held in the account eligible for diversification
under section 401(a)(28) of the Code (or any relevant successor provision)
and/or (y) the death, disability, resignation, dismissal or permanent
layoff of such participants and/or (z) pursuant to a qualified domestic relation
order under Section 414(p) of the Code, so long as the aggregate amount of the
Restricted Payments then being made pursuant to this clause (b)(ii), when
aggregated with all other such Restricted Payments made pursuant to this clause
(b)(ii) during the same fiscal quarter and during the three immediately
preceding fiscal quarters, would not exceed $45,000,000; and (iii) to the extent
such Restricted Payments would be permitted under Section 4.07(a) of each of the
Senior Subordinated Note Indenture and the Senior Unsecured Note Indenture as in
effect on the date hereof (taking into account any Investments made pursuant to
Section
7.07(l)), to make other Restricted Payments to, or in connection with,
the ESOP or the ESOP Documentation.


109





(c)           Subsidiaries
of Holdings may pay dividends to permit Holdings or any of its Subsidiaries to
(i) pay corporate overhead expenses incurred in the ordinary course of business
and (ii) pay any taxes that are due and payable by Holdings and or any of its
Subsidiaries as part of a consolidated group;





(d)           prior
to the First Amendment Effective Date, Holdings, the U.S. Borrower and its
Subsidiaries may make other Restricted Payments (without duplication of amounts
on-dividended) not to exceed (i) $5,000,000 in the aggregate during any fiscal
year of the U.S. Borrower and (ii) $20,000,000 in the aggregate over the term of
this Agreement;





(e)           prior
to the First Amendment Effective Date, so long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, the U.S.
Borrower or Holdings may make Restricted Payments to repurchase common stock
issued to the ESOP in exchange for, or out of the Net Cash Proceeds of the
substantially concurrent sale (other than to a Subsidiary of the U.S. Borrower)
of, Capital Stock of the U.S. Borrower or Holdings (other than Disqualified
Capital Stock) or from the substantially concurrent contribution of common
equity capital to the U.S. Borrower or Holdings; and





(f)       
    so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, the U.S. Borrower may make
distributions to permit Holdings to repay intercompany loans so long as the
amount of any such distribution is simultaneously netted against amounts owing
to the U.S. Borrower under such loans and no cash is paid as a result of any
such distribution.





7.07                 Investments.





Make
Investments except:





(a)           extensions
of trade credit in the ordinary course of business;





(b)           investments
in Cash Equivalents;





(c)           Indebtedness
and Guarantee Obligations permitted by Section
7.02;





(d)           (i)
loans and advances to employees of any Group Member of the U.S. Borrower in the
ordinary course of business (including for travel, entertainment and relocation
expenses) in an aggregate amount for all Group Members not to exceed $2,000,000
at any one time outstanding and (ii) additional loans or advances to newly-hired
employees of any Group Member of the U.S. Borrower in the ordinary course of
business for the purpose of paying relocation expenses of such employees in an
aggregate amount not to exceed $1,000,000 at any time outstanding;





(e)           intercompany
Investments by any Group Member in Holdings, the U.S. Borrower or any Subsidiary
of the U.S. Borrower that, prior to such Investment, is a
Guarantor;





(f)           Investments
by the U.S. Borrower or any of its Subsidiaries in any Person, that, prior to
such Investment, is not a Guarantor in an aggregate amount (valued at cost net
of returns on such Investments actually received in cash by the Loan Parties)
not to exceed $25,000,000 outstanding at any one time;


110





(g)           so
long as (x) no Event of Default has occurred and is continuing under Section 8.01(a) or
Section 8.01(f)
or would result therefrom and (y) such Investment would be permitted under Section 7.06if it
were deemed a “Restricted Payment” (until repaid), short-term loans and advances
(to be repaid in no more than 180 days)by (i) the U.S. Borrower
to Holdings to permit Holdings (and Holdings shall be permitted) (A) to satisfy
its obligation to repurchase its common stock pursuant to the ESOP Documentation
from accounts allocated to participants in the ESOP upon the death, disability
or termination of employment of such participants or upon the exercise by any
such participant of his or her diversification rights under the ESOP
Documentation, (B) to make loans to the ESOP to permit the ESOP to make loans to
participants in the ESOP in accordance with the ESOP Documentation and (C) to
provide funds to the ESOP to permit the ESOP to fund hardship distributions to
participants in the ESOP in accordance with the ESOP Documentation and (ii)
Holdings, the U.S. Borrower or any Subsidiary to the ESOP to permit the ESOP
(and the ESOP shall be permitted) to satisfy its or Holdings’ obligations to
repurchase common stock pursuant to the ESOP Documentation;





(h)           Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business;





(i)     
      non-cash consideration issued to the U.S.
Borrower or any of its Subsidiaries by the purchaser of assets in connection
with a sale of such assets to the extent permitted by Section 7.05 in an
aggregate amount not to exceed, in connection with all Asset Sales theretofore
effected after the Closing Date, 20% of the aggregate fair market value of the
property subject to such Asset Sales;





(j)     
      Guarantee Obligations of customary
indemnities and insurance for directors and officers of any Group
Member;





(k)           After
the First Amendment Effective Date, the U.S. Borrower and any Subsidiary that is
a Guarantor may make Permitted Acquisitions once the maximum permitted
Consolidated Leverage Ratio covenant level as set forth in Section 7.01(a) has
been reduced to 4.50:1.00 or less (i.e., on and after December 31, 2010); provided that (i) any
acquisition of Capital Stock results in the issuer thereof becoming a
Subsidiary, (ii) any Subsidiary created or acquired in connection therewith
shall become a Guarantor if, and to the extent, required by Section 6.09, and the
requirements of Section 6.09 shall be
satisfied prior to or concurrently with (except to the extent otherwise
permitted therein) the consummation of such Permitted Acquisition, (iii) no
Permitted Acquisition shall be consummated unless, after giving effect to such
Permitted Acquisition, the U.S. Borrower and its Subsidiaries would be in pro forma compliance with
the covenants set forth in Section 7.01 as if
such Permitted Acquisition had occurred (and the related Indebtedness incurred
or assumed in connection therewith had been incurred) on the first day of the
most recent four consecutive fiscal quarters of the U.S. Borrower for which
financial statements have been delivered pursuant to Section 6.01 (in the
case of any Permitted Acquisition with assets valued at greater than $5,000,000,
as demonstrated by delivery to the Administrative Agent of a certificate of a
Responsible Officer to such effect showing such calculation in reasonable detail
at least 5 Business Days prior to the consummation of such Permitted
Acquisition); provided that for the
purposes of determining such compliance each ratio in Sections 7.01(a) and
(c) shall be
deemed to be 0.25 lower than the then applicable ratio in such paragraph for any
Permitted Acquisition involving consideration greater than or equal to
$5,000,000, (iv) no Default or Event of Default shall have occurred and be
continuing before and after giving effect to such Permitted Acquisition, (v)
each such Permitted Acquisition shall be approved by the board of directors or
analogous governing body of the Person to be acquired, (vi) the purchase price
(including any assumed


111


Indebtedness)
for all such Permitted Acquisitions shall not exceed $125,000,000 in the
aggregate or $75,000,000 in any one or a series of related transactions and
(vii) the business unit or Person that is the subject of such Permitted
Acquisition shall be in the same, similar, related or complementary line of
business as the U.S. Borrower and its Subsidiaries; and





(l)    
       additional Investments to the extent
such Investment, together with all Restricted Payments made pursuant to Section 7.06(b)(iii),
would be permitted under Section 4.07(a) of each of the Senior Subordinated Note
Indenture and the Senior Unsecured Note Indenture as in effect on the date
hereof.





7.08                 Prepayments and Modifications
of Certain Debt Instruments.








(a)           Make
or offer to make any optional or voluntary payment, prepayment, repurchase or
redemption of or otherwise optionally or voluntarily defease or segregate funds
with respect to the Senior Unsecured Notes, Senior Subordinated Notes, the
Existing Senior Subordinated Notes, any Permitted Refinancing Debt or enter into
any derivative or other transaction with any Derivatives Counterparty obligating
Holdings, the U.S. Borrower or any Subsidiary to make payments to such
Derivatives Counterparty as a result of any change in market value of the Senior
Unsecured Notes, the Senior Subordinated Notes or the Existing Senior
Subordinated Notes (other than (A) the refinancing of any Existing Senior
Subordinated Notes, Senior Subordinated Notes or Senior Unsecured Notes with
applicable Permitted Refinancing Debt, (B) the repurchase, redemption or
defeasance of the Senior Unsecured Notes so long as the Consolidated Senior
Secured Leverage Ratio after giving effect thereto is less than 2.50 to 1.0 on a
pro forma basis as if such repurchase, redemption or defeasance had been made on
the last day of the most recent four quarter period of Holdings for which
financial statements have been delivered pursuant to Section 6.01 and (C)
in addition to subsection (B) above, (i) prior to the First Amendment Effective
Date, the repurchase or repayment of up to $50,000,000 in aggregate principal
amount of the Existing Senior Subordinated Notes, Senior Subordinated Notes,
Senior Unsecured Notes and/or any Permitted Refinancing Debt and (ii) on the
First Amendment Effective Date and thereafter, the repurchase or repayment of
the Senior Subordinated Notes so long as the aggregate cash amount expended does
not exceed $1,200,000; provided that before
and after giving effect to such repurchase, no Default or Event of Default shall
have occurred or be continuing), (b) amend, modify, waive or otherwise change,
or consent or agree to any amendment, modification, waiver or other change to,
any of the terms of the Senior Unsecured Notes, the Senior Subordinated Notes,
the Existing Senior Subordinated Notes or any Permitted Refinancing Debt (other
than any such amendment, modification, waiver or other change that is not
materially adverse to the Lenders and that, in any event, would not result in
such Indebtedness being unable to qualify as Permitted Refinancing Indebtedness
if it were newly issued) or (c) designate any Indebtedness (other than
obligations of the Loan Parties pursuant to the Loan Documents) as “Designated
Senior Debt” (or any other defined term having a similar purpose) for the
purposes of the Senior Subordinated Note Indenture or any applicable Permitted
Refinancing Debt Document.





112


7.09                Transactions with
Affiliates.





Enter
into any transaction, including any purchase, sale, lease or exchange of
property, the rendering of any service or the payment of any management,
advisory or similar fees, with any Affiliate (other than Holdings, the U.S.
Borrower, any other Guarantor or any Wholly Owned Subsidiary) unless such
transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary
course of business of the relevant Group Member, and (c) upon fair and
reasonable terms no less favorable to the relevant Group Member, than it would
obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate; provided that the following shall in any event be permitted: (i) the
arrangements contemplated by the Fox River Indemnity Arrangements; (ii)
customary fees paid to non-officer directors of Holdings and its Subsidiaries;
(iii) employment agreements, employee benefit plans, indemnification provisions,
equity incentive plans and other similar compensatory arrangements entered into
by Holdings and its Subsidiaries with officers and directors of Holdings and its
Subsidiaries in the ordinary course of business, in each case to the extent that
such transactions are otherwise permitted by this Agreement; (iv) transactions
with the ESOP and pursuant to the ESOP Documentation and the terms hereof, (v)
transactions permitted pursuant to Section 7.04, 7.06 and 7.07 and (vi)
transactions among Holdings and its Subsidiaries to the extent otherwise
permitted under this Agreement.





7.10                Changes in Fiscal
Periods.





Permit
the fiscal year of Holdings to be other than the 52-week or 53-week period
ending the Saturday nearest December 31 or change Holdings’ method of
determining fiscal quarters.





7.11                Negative Pledge
Clauses.





Enter
into or suffer to exist or become effective any agreement that prohibits or
limits the ability of any Loan Party to create, incur, assume or suffer to exist
any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its obligations under the Loan Documents to which it is a
party, other than restrictions existing under or by reason of (a) applicable
law, (b) this Agreement and the other Loan Documents, (c) the Senior Unsecured
Note Indenture, (d) the Senior Subordinated Note Indenture, (e) any Permitted
Refinancing Debt Document, (f) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of Holdings or a
Subsidiary of Holdings, (g) customary provisions restricting assignment of any
licensing agreement entered into by Holdings or any Subsidiary of Holdings in
the ordinary course of business and (h) any agreements governing any Liens
otherwise permitted hereby (in which case, any prohibition or limitation shall
only be effective against the assets subject to such Liens).





7.12                Clauses Restricting
Subsidiary Distributions.





Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of
the U.S. Borrower, (b) make loans or advances to, or other Investments in, the
U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any
of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower,
except for such encumbrances or restrictions existing under or by reason of (i)
this Agreement or the other Loan Documents, (ii) applicable law, (iii) the
Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture,
(v) any Permitted Refinancing Debt Document, (vi) the debt agreements in
connection with Indebtedness permitted under Section 7.02, (vii)
any agreements governing any Liens otherwise permitted hereby (in which case,
any prohibition or limitation shall only be effective against the assets subject
to such Liens) and (viii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the
Disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary.


113





7.13                Lines of
Business.





Enter
into any business, either directly or through any Subsidiary, except for those
businesses in which the U.S. Borrower and its Subsidiaries are engaged on the
date of this Agreement or that are reasonably related or complementary
thereto.





7.14                Material
Agreements.





(a)           Amend,
supplement or otherwise modify, or permit the amendment, supplement or
modification of, (pursuant to a waiver, endorsement or otherwise) the terms and
conditions of (i) the Fox River Indemnity Arrangements without the consent of
the Required Lenders (other than to the extent necessary to change a notice
address or to cure any ambiguity, defect or inconsistency in a manner not
adverse to the Lenders in any material respect) or (ii) the other indemnities
and licenses furnished to Holdings or any of its Subsidiaries pursuant to the
Acquisition Documentation (other than the Fox River Indemnity Arrangements) such
that after giving effect thereto such indemnities or licenses shall be
materially less favorable to the interests of the Loan Parties or the Lenders
with respect thereto, (b) deliver, or vote any of Capital Stock owned by it in
favor of the delivery of, any election of “Reduced Cumulative Limits” (under and
as defined in the AIG Credit Support) except with the consent of the
Administrative Agent or (c) assign any of its rights under the Fox River
Indemnity Arrangements without the consent of the Required Lenders.





7.15                S Corporation
Status.





Take, or
fail to take, any action that would terminate, or could reasonably be expected
to lead to the termination of, Holdings’ qualification as an “S Corporation”
under Subchapter S of the Code, or the qualification of each Domestic Subsidiary
of Holdings (other than any such Subsidiary that is an “Ineligible Corporation”
under Section 1361(b)(2) of the Code or, with respect to any Subsidiary created
or acquired after the Closing Date, that, if such Subsidiary were a Foreign
Subsidiary, would be an Excluded Foreign Subsidiary under clause (b) of the
definition of Excluded Foreign Subsidiary) as a “qualified subchapter S
subsidiary”, in each case for U.S. federal income tax purposes.





7.16                Holding Company
Status.





In the
case of Holdings, (a) conduct, transact or otherwise engage in, or commit to
conduct, transact or otherwise engage in, any business or operations other than
those incidental to (x) its direct or indirect ownership of the Capital Stock of
the U.S. Borrower, (y) its ownership by the ESOP and transactions related to the
ESOP and pursuant to the ESOP Documentation or (z) to the exercise of its rights
and remedies under the Acquisition Documentation, (b) incur, create, assume or
suffer to exist any Indebtedness or other liabilities or financial obligations,
except (i) obligations arising by operation of the ESOP Documentation, (ii)
nonconsensual obligations imposed by operation of law, (iii) pursuant to the
Loan Documents to which it is a party, (iv) Indebtedness permitted under clauses
(b), (f), (g), (h), (i), (j) or (l) of Section 7.02, and (v)
obligations with respect to its Capital Stock, or (c) own, lease, manage or
otherwise operate any properties or assets (including cash (other than cash
received in connection with


114





dividends
made to Holdings in accordance with Section 7.06 or loans
or advances to or by Holdings in accordance with Section 7.07 pending
any required application in the manner contemplated by said Sections) and cash
equivalents) other than the direct ownership of shares of Capital Stock of the
U.S. Borrower, as the case may be.





7.17                PDC Capital
Corporation.








In the
case of PDC Capital Corporation, conduct, transact or otherwise engage in, or
commit to conduct, transact or otherwise engage in, any business, or operations
other than those incidental to its obligations under the Bermuda Company
Agreements.





7.18                ESOPAmendments.








Amend or
terminate the ESOP without the prior written consent of the Administrative
Agent, not to be unreasonably withheld, except that the U.S. Borrower or
Holdings may amend the ESOP (a) to the extent required by the Internal Revenue
Service in order to obtain a favorable determination letter with respect to the
ESOP, (b) to comply with changes in the law, (c) to incorporate administrative
and non-economic changes and (d) to incorporate other changes so long as, with
respect to this clause (d), the U.S. Borrower in good faith determines that such
changes could not reasonably be expected to result in a Material Adverse
Effect.





7.19                Capital
Expenditures.








Make or
commit to make Capital Expendituresduring the
period from the First Amendment Effective Date through and including the last
day of the fiscal year ending on or about December 31, 2010 in the aggregate for
the U.S. Borrower and its Subsidiaries in excess of (i) $35,000,000 for the
fiscal year ending on or about December 31, 2009 and (ii) $40,000,000 for the
fiscal year ending on or about December 31, 2010; provided, however, that so long
as no Default has occurred and is continuing or would result from such
expenditure, any portion of the amount set forth in clause (i) herein, if not
expended in the fiscal year ending on or about December 31, 2009, may be carried
over for expenditure in the fiscal year ending on or about December 31,
2010.





ARTICLE
VIII





EVENTS OF DEFAULT AND
REMEDIES





8.01                 Events of
Default.





If any of
the following events shall occur and be continuing:




(a)           any
Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation
when due in accordance with the terms hereof; or any Borrower shall fail to pay
any interest on any Loan or Reimbursement Obligation, or any other amount
payable hereunder or under any other Loan Document, within five days after any
such interest or other amount becomes due in accordance with the terms hereof;
or


115





(b)           any
representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or that is contained in any certificate, document or
financial or other statement furnished by it at any time under or in connection
with this Agreement or any such other Loan Document shall prove to have been
inaccurate in any material respect on or as of the date made or deemed made;
or





(c)           any
Loan Party shall default in the observance or performance of (A) any agreement
contained in clause (i) of Section 6.04(a) (with
respect to Holdings and the U.S. Borrower only), Section 6.07(a) or
Section 7 of
this Agreement or (B) any agreement contained in Sections 6.01(a) and
(b) and, with
respect to a default referenced in this clause (B), such default shall continue
unremedied for a period of 10 days; or





(d)           any
Loan Party shall default in the observance or performance of any other agreement
contained in this Agreement or any other Loan Document (other than as provided
in paragraphs (a) through (c) of this Section), and such default shall continue
unremedied for a period of 30 days after the earlier of (i) notice to the U.S.
Borrower from the Administrative Agent or any Lender and (ii) delivery by a Loan
Party of a default notice pursuant to Section 6.07(a);
or





(e)           any
Group Member shall (i) default in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation, but excluding the Loans) on
the due date with respect thereto; or (ii) default in making any payment of any
interest on any such Indebtedness beyond the period of grace, if any, provided
in the instrument or agreement under which such Indebtedness was created; or
(iii) default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist (excluding (x) a change of control event, which is
covered separately under Section 8.01(k) and
(y) an asset sale or similar event in the ordinary course of business that
requires Indebtedness to become due prior to their stated maturity, but in the
case of this clause (y) only to the extent the amount becoming due is actually
repaid), the effect of which default or other event or condition is to cause, or
to permit the holder or beneficiary of such Indebtedness (or a trustee or agent
on behalf of such holder or beneficiary) to cause, with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity or (in
the case of any such Indebtedness constituting a Guarantee Obligation) to become
payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless the
same occurs with respect to Indebtedness the outstanding principal amount of
which exceeds in the aggregate $10,000,000; or





(f)           (i)
any Loan Party shall commence any case, proceeding or other action (A) under any
Debtor Relief Law or under any other existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization or
relief of debtors, seeking to have an order for relief entered with respect to
it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or any Loan
Party shall make a general assignment for the benefit of its creditors; or (ii)
there shall be commenced against any Loan Party any case, proceeding or other
action of a nature referred to in clause (i) above that (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there
shall be commenced against any Loan Party any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets that results in the
entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days


116


from the
entry thereof; or (iv) any Loan Party shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; or (v) any Loan Party shall not,
or shall be unable to, or shall admit in writing its inability to, pay its debts
as they become due; or





(g)           (i)
any Person shall engage in any “prohibited transaction” (as defined in Section
406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any
“accumulated funding deficiency” (as defined in Section 302 of ERISA), whether
or not waived, shall exist with respect to any Plan or any Lien in favor of the
PBGC or a Plan shall arise on the assets of the U.S. Borrower or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the U.S.
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could reasonably be
expected to have a Material Adverse Effect; or





(h)           one
or more judgments or decrees shall be entered against any Loan Party involving
in the aggregate a liability (to the extent not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage
or not fully covered by the AIG Credit Support) of $10,000,000or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 45 days from the entry thereof; or





(i)           any
of the Security Documents shall cease, for any reason, to be in full force and
effect (except in accordance with the terms thereof), or any Loan Party or any
Affiliate of any Loan Party shall so assert, or any Lien created by any of the
Security Documents covering Collateral having a fair market or book value in
excess of $1,000,000shall cease to be
enforceable and of the same effect and priority purported to be created thereby;
or





(j)           the
guarantee contained in Section 12 or Section 2 of the Guarantee and Collateral
Agreement shall cease, for any reason (except if such release is in accordance
with the terms thereof), to be in full force and effect or any Loan Party or any
Affiliate of any Loan Party shall so assert;





(k)           (i)  the
ESOP shall cease to have the power to vote or direct the voting of securities
having a majority of the ordinary voting power for the election of directors of
Holdings (determined on a fully diluted basis); (ii) the ESOP Trust shall cease
to own of record and beneficially 100% of the outstanding Capital Stock of
Holdings; (iii) Holdings shall cease to own and control, of record and
beneficially, directly, 100% of each class of outstanding Capital Stock of the
U.S. Borrower, free and clear of all consensual Liens (except Liens created by
the Guarantee and Collateral Agreement); (iv) the board of directors of either
Holdings or the U.S. Borrower shall cease to include two independent directors;
or (v) a Specified Change of Control shall occur; or


117





(l)       
    the Senior Subordinated Notes or the guarantees thereof,
the Existing Senior Subordinated Notes or the guarantees thereof or any related
Permitted Refinancing Debt or the guarantees thereof, so long as such
Indebtedness is outstanding, shall cease, for any reason, to be validly
subordinated to the Obligations or the obligations of the Subsidiaries party
thereto under the Guarantee and Collateral Agreement or any Foreign Subsidiary
Guarantee, as the case may be, as provided in the Senior Subordinated Note
Indenture, the indenture relating to the Existing Senior Subordinated Notes or
any related Permitted Refinancing Debt Document, as the case may, or any Loan
Party, any Affiliate of any Loan Party, the trustee or agent in respect of the
Senior Subordinated Notes, the Existing Senior Subordinated Notes or any related
Permitted Refinancing Debt Document, or the holders of at least 25% in aggregate
principal amount of the Senior Subordinated Notes, the Existing Senior
Subordinated Notes or any related Permitted Refinancing Debt, as the case may
be, shall so assert; or





(m)          (i)
AWA shall default in the observance or performance of any agreement contained in
the AWA Environmental Indemnity Agreement (after giving effect to any credit
support provided with respect to such default pursuant to the AIG Credit
Support), where such default could reasonably be expected to have a Material
Adverse Effect, (ii) any of the Fox River Indemnity Arrangements shall be
terminated, held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any party thereto,
or any Person acting on behalf of any party thereto, shall deny or disaffirm its
obligations under any of the Fox River Indemnity Arrangements or the Lien
created by the Bermuda Security Agreement shall cease to be enforceable and of
the same effect and priority purported to be created thereby, (iii) any party
(other than a Group Member) shall otherwise default in the observance or
performance of any material agreement contained in the Acquisition Documentation
after giving effect to any applicable cure period,where such defaultcould reasonably be
expected to have a Material Adverse Effect, (iv) any party shall default in the
observance or performance of any agreement contained in the Bermuda Company
Agreements, where such default could reasonably be expected to have a Material
Adverse Effect, or (v) NCR Corp. shall default in the observance or performance
of any agreement contained in the NCR Agreements, where such defaultcould reasonably be
expected to have a Material Adverse Effect, then, and
in any such event, (A) if such event is an Event of Default specified in clause
(i) or (ii) of paragraph (f) above with respect to the U.S. Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken:  (i) with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the U.S. Borrower declare the Revolving Credit Commitments to be terminated
forthwith, whereupon the Revolving Credit Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the U.S. Borrower, declare the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable.  With respect to all
Letters of Credit with respect to which presentment for honor shall not have
occurred at the time of an acceleration pursuant to this paragraph, the U.S.
Borrower shall at such time Cash Collateralize the L/C obligations in accordance
with the other provisions of this Agreement.  Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived by the U.S.
Borrower.




118




8.02                Application of
Funds.





After the
exercise of remedies provided for in Section 8.01 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in clause (A) at the end of Section 8.01), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:





First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable
to the Administrative Agent in its capacity as such;





Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer (including fees and time charges
for attorneys who may be employees of any Lender or the L/C Issuer) and amounts
payable under Article
III, ratably among them in proportion to the respective amounts described
in this clause Second payable to
them;





Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans, L/C Borrowings, the Bilateral Facility and other
Obligations, ratably among the Lenders, the Bilateral Facility Lenders and the
L/C Issuer in proportion to the respective amounts described in this clause
Third payable
to them;





Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans, L/C
Borrowings and amounts owing under the Bilateral Facility, Secured Hedge
Agreements (calculated in accordance with the applicable Hedge Termination
Value) and Secured Cash Management Agreements, ratably among the Lenders, the
L/C Issuer, the Bilateral Facility Lenders, the Hedge Banks and the Cash
Management Banks in proportion to the respective amounts described in this
clause Fourth
held by them;





Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit; and





Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
U.S. Borrower or as otherwise required by Law.





Subject
to Section
2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.


119





ARTICLE
IX





ADMINISTRATIVE
AGENT





9.01                Appointment and
Authority.





(a)           Each
of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrowers nor any other Loan Party shall have rights as
a third party beneficiary of any of such provisions.





(b)           The
Administrative Agent shall also act as the “collateral agent”
under the Loan Documents, and each of the Lenders (in its capacities as a
Lender, Swing Line Lender (if applicable), potential Hedge Bank and potential
Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and
authorizes the Administrative Agent to act as the agent of such Lender and the
L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on
Collateral granted by any of the Loan Parties to secure any of the Obligations,
together with such powers and discretion as are reasonably incidental
thereto.  In this connection, the Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the
Administrative Agent pursuant to Section 9.05 for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Security Documents, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article IX and Article XI (including
Section 11.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto.





9.02                Rights as a
Lender.





The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the U.S. Borrower or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.





9.03                Exculpatory
Provisions.





The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:





(a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;


120





(b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and





(c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrowers or any of their Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.





The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and
8.02) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the U.S. Borrower, a Lender or the L/C Issuer.





The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Security Documents, (v) the value or
the sufficiency of any Collateral, or (v) the satisfaction of any condition set
forth in Article
IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.





9.04                Reliance by Administrative
Agent.





The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.


121





9.05                Delegation of
Duties.





The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.





9.06                Resignation of
Administrative Agent.





The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the U.S. Borrower.  Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in
consultation with the U.S. Borrower, to appoint a successor, which shall be a
bank with an office in the United States, or an Affiliate of any such bank with
an office in the United States.  If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the
Administrative Agent shall notify the U.S. Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the U.S. Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the U.S. Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 11.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.





122


Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer and Swing Line
Lender.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, (i) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.





9.07                Non-Reliance on
Administrative Agent and Other Lenders.





Each
Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender and the L/C Issuer also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.





9.08                No Other Duties,
Etc.





Anything
herein to the contrary notwithstanding, none of the Bookrunners, Arrangers,
Co-Documentation Agents or Syndication Agent listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of
the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.





9.09                Administrative Agent May
File Proofs of Claim.





In case
of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrowers) shall be entitled and empowered, by intervention in such
proceeding or otherwise





(a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 11.04) allowed in
such judicial proceeding; and





(b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


123





and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.09
and 11.04.





Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer or in any such proceeding.





9.10                 Collateral and Guaranty
Matters.





The
Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at
its option and in its discretion,





(a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit, (ii)
that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, (iii)  if approved,
authorized or ratified in writing in accordance with Section 11.01, or
(iv) by a Guarantor that is released pursuant to clause (b) below;





(b)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder;
and





(c)           to
subordinate or release any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 7.03(f), (g), (n),
(o), (p) or (r).





Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
9.10.  In each case as specified in this Section 9.10, the
Administrative Agent will, at the U.S. Borrower’s expense, execute and deliver
to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Security Documents or to subordinate its
interest in such item, or to release such Guarantor from its obligations under
the Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section
9.10.


124





ARTICLE
X





CONTINUING
GUARANTY





10.01              Guaranty.





(a)           The
U.S. Borrower hereby unconditionally and irrevocably guarantees to the
Administrative Agent, for the ratable benefit of the Lenders, and to each
Bilateral Facility Lender, and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the
Designated Foreign Subsidiary Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Designated Foreign Subsidiary
Borrower Obligations.





(b)           The
U.S. Borrower further agrees to pay any and all expenses (including, without
limitation, all fees and disbursements of counsel) which may be paid or incurred
by the Administrative Agent or any Bilateral Facility Lender, or obtaining
advice of counsel in respect of, or by the Administrative Agent or any Bilateral
Facility Lender in enforcing any rights with respect to, or collecting, any or
all of the Designated Foreign Subsidiary Borrower Obligations and/or enforcing
any rights with respect to, or collecting against, the U.S. Borrower under this
Guaranty.  This Guaranty shall remain in full force and effect until
the Designated Foreign Subsidiary Borrower Obligations are paid in full and the
Commitments are terminated, notwithstanding that from time to time prior thereto
the Designated Foreign Subsidiary Borrowers may be free from any Designated
Foreign Subsidiary Borrower Obligations.





(c)           No
payment or payments made by the Designated Foreign Subsidiary Borrowers or any
other Person or received or collected by the Administrative Agent, any Lender or
any Bilateral Facility Lender from the Designated Foreign Subsidiary Borrowers
or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application, at any time or from time to time, in reduction of
or in payment of the Designated Foreign Subsidiary Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of the U.S.
Borrower hereunder which shall, notwithstanding any such payment or payments
(other than payments made by the U.S. Borrower in respect of the Designated
Foreign Subsidiary Borrower Obligations or payments received or collected from
the U.S. Borrower in respect of the Designated Foreign Subsidiary Borrower
Obligations), remain liable for the Designated Foreign Subsidiary Borrower
Obligations until the Designated Foreign Subsidiary Borrower Obligations are
paid in full and the Commitments are terminated.





(d)           The
U.S. Borrower agrees that whenever, at any time, or from time to time, it shall
make any payment to the Administrative Agent, any Lender or any Bilateral
Facility Lender on account of its liability hereunder, it will notify the
Administrative Agent, such Lender or such Bilateral Facility Lender in writing
that such payment is made under this Guaranty for such purpose.





125


10.02              No
Subrogation.





Notwithstanding
any payment or payments made by the U.S. Borrower hereunder, or any set-off or
application of funds of the U.S. Borrower by the Administrative Agent or any
Lender, the U.S. Borrower shall not be entitled to be subrogated to any of the
rights of the Administrative Agent or any Lender against the Designated Foreign
Subsidiary Borrowers or against any collateral security or guarantee or right of
offset held by the Administrative Agent or any Lender for the payment of the
Designated Foreign Subsidiary Borrower Obligations, nor shall the U.S. Borrower
seek or be entitled to seek any contribution or reimbursement from the
Designated Foreign Subsidiary Borrowers in respect of payments made by the U.S.
Borrower hereunder, until all amounts owing to the Administrative Agent and the
Lenders by the Designated Foreign Subsidiary Borrowers on account of the
Designated Foreign Subsidiary Borrower Obligations are paid in full and the
Commitments are terminated.  If any amount shall be paid to the U.S.
Borrower on account of such subrogation rights at any time when all of the
Designated Foreign Subsidiary Borrower Obligations shall not have been paid in
full, such amount shall be held by the U.S. Borrower in trust for the
Administrative Agent and the Lenders, segregated from other funds of the U.S.
Borrower, and shall, forthwith upon receipt by the U.S. Borrower, be turned over
to the Administrative Agent in the exact form received by the U.S. Borrower
(duly indorsed by the U.S. Borrower to the Administrative Agent, if required),
to be applied against the Designated Foreign Subsidiary Borrower Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.





10.03
            Amendments, etc. with
      respect to the Designated Foreign Subsidiary Borrower Obligations; Waiver
      of Rights.





The U.S.
Borrower shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the U.S. Borrower, and without notice to or
further assent by the U.S. Borrower, any demand for payment of any of the
Designated Foreign Subsidiary Borrower Obligations made by the Administrative
Agent or any Lender may be rescinded by the Administrative Agent or such Lender,
and any of the Designated Foreign Subsidiary Borrower Obligations continued, and
the Designated Foreign Subsidiary Borrower Obligations, or the liability of any
other party upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender, and this Agreement and any Loan Document and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or
the requisite Lenders, as the case may be) may deem advisable from time to time,
and any collateral security, guarantee or right of offset at any time held by
the Administrative Agent or any Lender for the payment of the Designated Foreign
Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or
released.  Neither the Administrative Agent nor any Lender shall have
any obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Designated Foreign Subsidiary Borrower Obligations or
for the guarantee under this Section 10 or any property subject
thereto.  When making any demand hereunder against the U.S. Borrower,
the Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on any Designated Foreign Subsidiary Borrower, and any
failure by the Administrative Agent or any Lender to make any such demand or to
collect any payments from any Designated Foreign Subsidiary Borrower or any
release of any Designated Foreign Subsidiary Borrower shall not relieve the U.S.
Borrower of its obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of
the Administrative Agent or any Lender against the U.S. Borrower.  For
the purposes hereof “demand” shall include the commencement and continuance of
any legal proceedings.





10.04              Guaranty Absolute and
Unconditional.





The U.S.
Borrower waives any and all notice of the creation, renewal, extension or
accrual of any of the Designated Foreign Subsidiary Borrower Obligations and
notice of or proof of reliance by the Administrative Agent or any Lender upon
this Guaranty or acceptance of the guarantee under this Section 10; the
Designated Foreign Subsidiary Borrower Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee under this Section 10; and all
dealings between the Designated Foreign Subsidiary Borrowers or the U.S.
Borrower, on the one hand, and the Administrative Agent and the Lenders, on the
other, shall likewise be conclusively presumed to have been had or consummated
in reliance upon the guarantee under this Section
10.  The U.S. Borrower waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Designated
Foreign Subsidiary Borrowers or the U.S. Borrower with respect to the Designated
Foreign Subsidiary Borrower Obligations.  The guarantee under this
Section 10
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of this
Agreement, or any other Loan Document, any of the Designated Foreign Subsidiary
Borrower Obligations or any other collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Designated Foreign Subsidiary
Borrowers against the Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the
Designated Foreign Subsidiary Borrowers or the U.S. Borrower) which constitutes,
or might be construed to constitute, an equitable or legal discharge of the
Designated Foreign Subsidiary Borrowers for the Designated Foreign Subsidiary
Borrower Obligations, or of the U.S. Borrower under the guarantee under this
Section 10, in
bankruptcy or in any other instance.  When pursuing its rights and
remedies hereunder against the U.S. Borrower, the Administrative Agent and any
Lender may, but shall be under no obligation to, pursue such rights and remedies
as it may have against the Designated Foreign Subsidiary Borrowers or any other
Person or against any collateral security or guarantee for the Designated
Foreign Subsidiary Borrower Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent or any Lender to pursue
such other rights or remedies or to collect any payments from the Designated
Foreign Subsidiary Borrowers or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset,
or any release of the Designated Foreign Subsidiary Borrowers or any such other
Person or of any such collateral security, guarantee or right of offset, shall
not relieve the U.S. Borrower of any liability hereunder, and shall not impair
or affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent or any Lender against the U.S.
Borrower.  The guarantee under this Section 10 shall
remain in full force and effect and be binding in accordance with and to the
extent of its terms upon the U.S. Borrower and its successors and assigns
thereof, and shall inure to the benefit of the Administrative Agent and the
Lenders, and their respective successors, indorsees, transferees and assigns,
until all the Designated Foreign Subsidiary Borrower Obligations and the
obligations of the U.S. Borrower under the guarantee under this Section 10 shall have
been satisfied by payment in full and the Commitments shall have been
terminated, notwithstanding that from time to time during the term of this
Agreement the Designated Foreign Subsidiary Borrowers may be free from any
Designated Foreign Subsidiary Borrower Obligations.


126





10.05              Reinstatement.





The
guarantee under this Section 10 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Designated Foreign Subsidiary
Borrower Obligations is rescinded or must otherwise be restored or returned by
the Administrative Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Designated Foreign Subsidiary
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Designated Foreign
Subsidiary Borrower or any substantial part of its property, or otherwise, all
as though such payments had not been made.





ARTICLE
XI





MISCELLANENOUS





11.01              Amendments,
Etc.





No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrowers or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the U.S. Borrower or the applicable Loan Party, as the case may be,
and acknowledged by the Administrative Agent, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no such
amendment, waiver or consent shall:





(a)           waive
any condition set forth in Section 4.01 (other
than Section
4.01(b)(i)or (c)), or, in the case
of the initial Credit Extension, Section 4.02,
without the written consent of each Lender;





(b)           without
limiting the generality of clause (a) above, waive any condition set forth in
Section 4.02 as
to any Credit Extension after the Closing Date without the written consent of
the Required Revolving Lenders;





(c)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section
8.01) without the written consent of such Lender;





(d)           postpone
any date fixed by this Agreement or any other Loan Document for (i) any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under such other Loan Document
without the written consent of each Lender entitled to such payment or (ii) any
scheduled reduction of any Facility hereunder or under any other Loan Document
without the written consent of each Appropriate Lender; provided, however, that only
the consent of the Required Lenders shall be necessary to waive any mandatory
prepayment pursuant to Section
2.05(b);





(e)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the proviso to this Section 11.01) any
fees or other amounts payable hereunder or under any other Loan Documentwithout the written
consent of each Lender entitled to such amount; provided, however, that only
the consent of the Required Lenders shall be necessary to amend the interest
rate specified in Section 2.08(b) or to
waive any obligation of the U.S. Borrower to pay interest or Letter of Credit
Fees at the interest rate specified in Section
2.08(b);


127





(f)           change
(i) Section
8.02 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender or (ii) the order of
application of any reduction in the Commitments or any prepayment of Loans among
the Facilities from the application thereof set forth in the applicable
provisions of Section 2.05(b)
or 2.06(b),
respectively, in any manner that materially and adversely affects the Lenders
under a Facility without the written consent of (i) if such Facility is the
Term B Facility, the Required Term B Lenders and (iii) if such Facility is
the Revolving Credit Facility, the Required Revolving Lenders;





(g)           change
(i) any provision of this Section 11.01 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any
rights hereunder or make any determination or grant any consent hereunder (other
than the definitions specified in clause (ii) of this Section 11.01(g)),
without the written consent of each Lender or (ii) the definition of “Required
Revolving Lenders,” or “Required Term B Lenders” without the written consent of
each Lender under the applicable Facility;





(h)           release
all or substantially all of the Collateral in any transaction or series of
related transactions, without the written consent of each Lender;





(i)           release
all or substantially all of the value of the Guaranty, without the written
consent of each Lender, except to the extent the release of any Subsidiary from
the Guaranty is permitted pursuant to Section 9.10 (in
which case such release may be made by the Administrative Agent acting alone);
or





(j)           amend
Section 1.10 or
the definition of “Alternative Currency” without the consent of each Revolving
Credit Lender directly affected thereby;





(k)           impose
any greater restriction on the ability of any Lender under a Facility to assign
any of its rights or obligations hereunder without the written consent of (i) if
such Facility is the Term B Facility, the Required Term B Lenders and (ii) if
such Facility is the Revolving Credit Facility, the Required Revolving
Lenders;





and provided, further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties of
the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Lender in addition
to the Lenders required above, affect the rights or duties of the Swing Line
Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (iv) the Fee Letter, any Secured
Hedge Agreement, any Secured Cash Management Agreement and any Bilateral
Facility Documents may be amended, or rights or privileges thereunder waived, in
a writing executed only by the parties thereto.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.


128





If any
Lender does not consent to a proposed amendment, waiver, consent or release with
respect to any Loan Document that requires the consent of each Lender and that
has been approved by the Required Lenders, the U.S. Borrower may replace such
non-consenting Lender in accordance with Section 11.13; provided that such
amendment, waiver, consent or release can be effected as a result of the
assignment contemplated by such Section (together with all other such
assignments required by the U.S. Borrower to be made pursuant to this
paragraph).





Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Required Lenders, the Administrative Agent and the U.S.
Borrower (a) to add one or more additional credit facilities to this Agreement
and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the
benefits of this Agreement and the other Loan Documents (including mandatory
prepayments) with the Term B Loans and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders.





11.02              Notices; Effectiveness;
Electronic Communications.





(a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:





(i)           if to Holdings, the U.S. Borrower, the Administrative
Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier
number, electronic mail address or telephone number specified for such Person onSchedule
11.02;
and





(ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.





Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below shall be effective as provided in
such subsection (b).





(b)           Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent or the U.S. Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.


129





Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.





(c)           The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE U.S. BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to Holdings,the U.S. Borrower, any
Lender, the L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the U.S. Borrower’s or the Administrative Agent’s transmission of
Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to Holdings,the U.S. Borrower, any
Lender, the L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual
damages).





(d)           Change of Address,
Etc.  Each of Holdings,the Borrowers, the
Administrative Agent, the L/C Issuer and the Swing Line Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.  Each other Lender
may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the U.S. Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact
name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire instructions
for such Lender.  Furthermore, each Public Lender agrees to cause at
least one individual at or on behalf of such Public Lender to at all times have
selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and
applicable Law, including United States Federal and state securities Laws, to
make reference to Borrower Materials that are not made available through the
“Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the U.S. Borrower or its securities for
purposes of United States Federal or state securities laws.


130





(e)           Reliance by Administrative
Agent, L/C Issuer and Lenders.  The Administrative Agent, the
L/C Issuer and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of the U.S. Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded
or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  The U.S. Borrower shall indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the U.S. Borrower
except to the extent that such losses, costs, expenses or liabilities are
determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
Administrative Agent, the L/C Issuer or the Lenders.  All telephonic
notices to and other telephonic communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.





11.03              No Waiver; Cumulative
Remedies.





No
failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder or under any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.





11.04              Expenses; Indemnity; Damage
Waiver.





(a) Costs and
Expenses.  The U.S. Borrower shall pay (i) all reasonable,
invoiced out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates (including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable, invoiced out-of-pocket expenses incurred
by the L/C Issuer in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
L/C Issuer and, during the existence of an Event of Default, any Lender
(including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with Loans made or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.





131


(b)           Indemnification by the U.S.
Borrower.  The U.S. Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee)incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the U.S.
Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, or, in the case of the Administrative Agent (and any sub-agent thereof)
and its Related Parties only, the administration of this Agreement and the other
Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed
use of the proceeds therefrom (including any refusal by the L/C Issuer to honor
a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the U.S. Borrower or any
of its Subsidiaries, or any Environmental Liability related in any way to the
U.S. Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the U.S. Borrower or any other Loan Party or any of the U.S.
Borrower’s or such Loan Party’s directors, shareholders or creditors, and
regardless of whether any Indemnitee is a party thereto;provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
its Related Parties or (y) is solely amongst Indemnitees and/or their
Related Parties and does not involve an act or omission by the U.S. Borrower or
any other Loan Party or (z)result from a claim
brought by the U.S. Borrower or any other Loan Party against an Indemnitee for
material breach of such Indemnitee's obligations hereunder or under any other
Loan Document, if the U.S. Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.





(c)           Reimbursement by
Lenders.  To the extent that the U.S. Borrower for any reason
fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).





132


(d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, neither the U.S. Borrower nor Holdings shall assert, and each of them
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof.  No Indemnitee referred to
in subsection (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Agreement or
the other Loan Documents or the transactions contemplated hereby or thereby
other than for direct or actual damages resulting from the gross negligence or
willful misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.





(e)           Payments.  All
amounts due under this Section shall be payable not later than ten days after
demand therefor.





(f)           Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.





11.05              Payments Set
Aside.





To the
extent that any payment by or on behalf of the U.S. Borrower is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises its right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.





133


11.06              Successors and
Assigns.





(a)          
Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither the U.S. Borrower
nor any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of Section
11.06(b), (ii) by way of participation in accordance with the provisions
of Section
11.06(d), or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of Section 11.06(f),
(and any other attempted assignment or transfer by any party hereto shall be
null and void).  Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.





(b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment(s) and the Loans (including for
purposes of this Section 11.06(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:





(i)           Minimum
Amounts.





(A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment under any Facility and the Loans at the time owing to it
under such Facility or in the case of an assignment to a Lender, an Affiliate of
a Lender or an Approved Fund, no minimum amount need be assigned;
and





(B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $5,000,000, in the case of any assignment in respect of the
Revolving Credit Facility, or $1,000,000, in the case of any assignment in
respect of the Term B Facility, unless each of the Administrative Agent and, so
long as no Event of Default has occurred and is continuing under Section 8.01(a) nor
any other Event of Default has occurred and has been continuing for more than 10
days, the U.S. Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;


134





(ii)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans and the Commitment
assigned, except that this clause (ii) shall not (A) apply to the Swing Line
Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit
any Lender from assigning all or a portion of its rights and obligations among
separate Facilities on a non-pro rata basis;





(iii)          Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:





(A)           the
consent of the U.S. Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing under Section 8.01(a) or
Section
8.01(f), (2) any other Event of Default has occurred and has been
continuing for more than 10 days at the time of such assignment, (3) in the case
of a Revolving Credit Commitment, such assignment is to a Revolving Credit
Lender or Affiliate of such a Lender or (4) in the case of a Term B Loan, such
assignment is to an existing Lender, an affiliate of an existing Lender or an
Approved Fund;





(B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of (1) any
Term B Commitment or Revolving Credit Commitment if such assignment is to a
Person that is not a Lender with a Commitment in respect of the applicable
Facility, an Affiliate of such Lender or an Approved Fund with respect to such
Lender or (2) any Term B Loan to a Person that is not a Lender, an Affiliate of
a Lender or an Approved Fund;





(C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment in respect of the Revolving Credit
Facility; and





(D)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment in respect of the Revolving
Credit Facility.





(iv)          Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.





(v)           No Assignment to U.S.
Borrower.  No such assignment shall be made to the U.S.
Borrower or any of the U.S. Borrower’s Affiliates or Subsidiaries.





(vi)          No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.


135





Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the U.S. Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with Section
11.06(d).  Notwithstanding the foregoing, as of the time of any
assignment, no assignee shall be entitled to greater increased costs or
indemnities under Sections 3.01 or
3.04 than the
assignor Lender.





(c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the U.S.
Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the U.S. Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the U.S.
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.





(d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the U.S. Borrower
or the Administrative Agent, sell participations to any Person (other than a
natural person or the U.S. Borrower or any of the U.S. Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the U.S.
Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  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 Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 11.01 that
affects such Participant.  Subject to subsection (e) of
this Section, each Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01,
3.04 and 3.05to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section
11.06(b).  To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.08as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.


136





(e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant (expressly including the ability to receive payments under Section 3.01 and
3.04
independent of the applicable Lender) is made with the U.S. Borrower’s prior
written consent.  A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 3.01
unless the U.S. Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section
3.01(e) as though it were a Lender.





(f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.





(g)           Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.





(h)           Resignation as L/C Issuer or
Swing Line Lender after Resignation as Administrative
Agent.  Notwithstanding anything to the contrary contained
herein, if at any time Bank of America resigns as Administrative Agent, Bank of
America may, (i) upon 30 days’ notice to the U.S. Borrower and the Lenders,
resign as L/C Issuer and/or (ii) upon 30days’ notice to the U.S.
Borrower, resign as Swing Line Lender and the U.S. Borrower may, (i) upon 30
days’ notice to Bank of America remove Bank of America as L/C Issuer and/or (ii)
upon 30 days’ notice to Bank of America, remove Bank of America as Swing Line
Lender.  In the event of any such resignation as L/C Issuer or Swing
Line Lender, the U.S. Borrower shall be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no
failure by the U.S. Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
may be.  If Bank of America resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section
2.04(c).  Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring L/C Issuer or
Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.


137





11.07              Treatment of Certain
Information; Confidentiality.





Each of
the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and
representatives who reasonably need to know same (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or
any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the U.S. Borrower and its obligations, (g)
with the consent of the U.S. Borrower or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent, any Lender,
the L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than Holdings, the U.S. Borrower or any of their
Subsidiaries or Related Parties.





For
purposes of this Section, “Information” means
all information received from any Loan Party or any Subsidiary thereof relating
to any Loan Party or any Subsidiary thereof or their respective businesses,
other than any such information that is available to the Administrative Agent,
any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by
any Loan Party or any Subsidiary thereof.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied 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 would accord to its own confidential
information.





Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)
the Information may include material non-public information concerning the U.S.
Borrower or a Subsidiary, as the case may be, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it will
handle such material non-public information in accordance with applicable Law,
including United States Federal and state securities Laws.





11.08              Right of Setoff.





If an
Event of Default has occurred and is continuing under Section 8.01(a) or
Section
8.01(f), each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the L/C Issuer or any such Affiliate to or for the
credit or the account of the U.S. Borrower or any other Loan Party against any
and all of the obligations of the U.S. Borrower or such Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other
Loan


138


Document
and although such obligations of the U.S. Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
L/C Issuer different from the branch or office holding such deposit or obligated
on such indebtedness.  The rights of each Lender, the L/C Issuer and
their respective Affiliates under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender, the L/C Issuer
or their respective Affiliates may have.  Each Lender and the L/C
Issuer agrees to notify the U.S. Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.





11.09              Interest Rate
Limitation.





Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the U.S. Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.





11.10              Counterparts; Integration;
Effectiveness.





This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.





11.11              Survival of Representations
and Warranties.





All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and
thereof.  Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


139





11.12              Severability.





If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.





11.13              Replacement of
Lenders.





If (i)
any Lender requests compensation under Section 3.04, (ii)
the U.S. Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a
Lender does not consent to a proposed amendment, waiver, consent or release with
respect to any Loan Document that requires the consent of each Lender and that
has been approved by the Required Lenders or (iv) any Lender is a Defaulting
Lender or if any other circumstance exists hereunder that gives the U.S.
Borrower the right to replace a Lender as a party hereto, then the U.S. Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided
that:





(a)           the
U.S. Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
11.06(b);





(b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the U.S. Borrower (in the case of all other amounts);





(c)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01,
such assignment will result in a reduction in such compensation or payments
thereafter; and





(d)           such
assignment does not conflict with applicable Laws.





(e)           in
the case of any such assignment resulting from a Lender's failure to consent to
a proposed change, waiver, discharge or termination with respect to any Loan
Document, the applicable amendment, modification and/or waiver of this Agreement
that the U.S. Borrower has requested shall become effective upon giving effect
to such assignment (and any related assignments required to be effected in
connection therewith in accordance with this Section 11.13).





A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the U.S. Borrower to require such assignment and delegation cease to
apply.


140








11.14              Governing Law; Jurisdiction;
Etc.





(a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.





(b)           SUBMISSION TO
JURISDICTION.  THE U.S. BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURTFROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FORRECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  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 OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE U.S. BORROWER OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.





(c)           WAIVER OF
VENUE.  THE U.S. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.





SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.  NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW





141


11.15              Waiver of Jury
Trial.





EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.





11.16              No Advisory or Fiduciary
Responsibility.





In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), each of the U.S. Borrower and Holdings acknowledges and
agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the
Administrative Agent and the Joint Lead Arrangers are arm’s-length commercial
transactions between the U.S. Borrower, Holdings and their respective
Affiliates, on the one hand, and the Administrative Agent and the Joint Lead
Arrangers on the other hand, (B) each of the U.S. Borrower and Holdings has
consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate, and (C) each of the U.S. Borrower and Holdings is
capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Administrative Agent and the Joint Lead Arrangers each
is and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as
an advisor, agent or fiduciary for the U.S. Borrower, Holdings or any of their
respective Affiliates, or any other Person and (B) neither the Administrative
Agent nor any of the Joint Lead Arrangers has any obligation to the U.S.
Borrower, Holdings or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent, the
Joint Lead Arrangers and their respective Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the U.S.
Borrower, Holdings and their respective Affiliates, and neither the
Administrative Agent nor any of the Joint Lead Arrangers has any obligation to
disclose any of such interests to the U.S. Borrower, Holdings or any of their
respective Affiliates.  To the fullest extent permitted by law, each
of the U.S. Borrower and Holdings hereby waives and releases any claims that it
may have against the Administrative Agent and the Joint Lead Arrangers with
respect to any breach or alleged breach of agency to the Loan Parties or
fiduciary duty in connection with any aspect of any transaction contemplated
hereby.





142


11.17             USA PATRIOT Act
Notice.





Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers 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 Loan Party, which
information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify each Loan Party in accordance with the
Act.  Each Loan Party agrees to provide any such information as
reasonably requested by a Lender in order to comply with the Act.




11.18. Judgment Currency


If, for
the purposes of obtaining judgment in any court, it is necessary to convert a
sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which
final judgment is given.  The obligation of each Borrower in respect
of any such sum due from it to the Administrative Agent or the Lenders hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a
currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by
the Administrative Agent of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment
Currency.  If the amount of the Agreement Currency so purchased is
less than the sum originally due to the Administrative Agent from any Borrower
in the Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the
Person to whom such obligation was owing against such loss.  If the
amount of the Agreement Currency so purchased is greater than the sum originally
due to the Administrative Agent in such currency, the Administrative Agent
agrees to return the amount of any excess to such Borrower (or to any other
Person who may be entitled thereto under applicable law).





143




Annex I to First
Amendment




Replacement
Schedules


144







Schedule
1.01(c)




MORTGAGED
PROPERTIES




Owner
            Address
      of Property
            Parcel/Map
      Number1.
            Appleton
      Papers Inc.
            825
      E. Wisconsin Avenue, Appleton, Wisconsin
            31-1-1179-00-02.
            Appleton
      Papers Inc.
            1100
      N. Lawe Street, Appleton, Wisconsin
            31-1-0013-00-03.
            Appleton
      Papers Inc.
            N.
      Lawe Street Parking Lot, Appleton, Wisconsin
            31-1-0016-00-04.
            Appleton
      Papers Inc.
            Hancock
      Street Parking Lot
            31-1-1134-00-05.A
            Appleton
      Papers Inc.
            600
      East Hancock Street, Appleton Wisconsin
            31-1-0241-00-06.
            Appleton
      Papers Inc.
            702
      E. Hancock Street, Appleton Wisconsin
            31-1-1139-00-07.
            Appleton
      Papers Inc.
            714
      E. Hancock Street, Appleton, Wisconsin
            31-1-1139-00-08.
            Appleton
      Papers Inc.
            N.
      Viola Street, Appleton, Wisconsin
            31-1-2865-00-09.
            Appleton
      Papers Inc.
            1408
      N. Meade Street, Appleton, Wisconsin
            31-1-6562-08-010.
            Appleton
      Papers Inc.
            1325
      and 1401 N. Rankin Street, Appleton, Wisconsin
            31-1-6562-18-00-011.
            Appleton
      Papers Inc.
            2500
      West Wisconsin Ave, Portage, Wisconsin
            252112.
            Appleton
      Papers Inc.
            3606
      Red Arrow Drive, Rhinelander, Wisconsin 54501
            RH
      9011 080113.
            Appleton
      Papers Inc.
            1264
      East High Street, Milton, Wisconsin 53563
            V-23-1509B114.
            Appleton
      Papers Inc.
            Hydraulic
      Road, West Carrollton, Ohio
            K48-009-17-000315.
            Appleton
      Papers Inc.
            4000
      Hydraulic Road, West Carrollton, Ohio
            K48-009-17-000416.
            Appleton
      Papers Inc.
            1030
      W. Alex-Bell Road, West Carrollton, Ohio
            K48-003-06-000417.
            Appleton
      Papers Inc.
            Alexanderville
      – Bellbrook, West Carrollton, Ohio
            K48-004-11-000118.
            Appleton
      Papers Inc.
            Alex-Bell
      Road, West Carrollton, Ohio
            K48-003-08-000919.
            Appleton
      Papers Inc.
            301
      Pine Street, Roaring Spring, Pennsylvania
            1800-01-520.
            Appleton
      Papers Inc.
            244
      N. Main Street, Roaring Spring, Pennsylvania
            1800-01-3421.
            Appleton
      Papers Inc.
            N.
      Main Street, Roaring Spring, Pennsylvania
            1800-01-1-A22.
            Appleton
      Papers Inc.
            201-05
      Locust, Roaring Spring, Pennsylvania
            1800-01-2123.
            Appleton
      Papers Inc.
            202
      Locust, Roaring Spring, Pennsylvania
            1800-01-1024.
            Appleton
      Papers Inc.
            204
      Locust, Roaring Spring, Pennsylvania
            1800-01-1125.
            Appleton
      Papers Inc.
            209-13
      Locust, Roaring Spring, Pennsylvania
            1800-01-2426.
            Appleton
      Papers Inc.
            212
      Locust, Roaring Spring, Pennsylvania
            1800-01-1227.
            Appleton
      Papers Inc.
            300
      Locust, Roaring Spring, Pennsylvania
            1800-01-1428.
            Appleton
      Papers Inc.
            308
      Locust, Roaring Spring, Pennsylvania
            1800-01-1529.
            Appleton
      Papers Inc.
            309
      Locust, Roaring Spring, Pennsylvania
            1800-01-2730.
            Appleton
      Papers Inc.
            Locust
      Street, Roaring Spring, Pennsylvania
            1800-01-2531.
            Appleton
      Papers Inc.
            Taylor
      Township, Roaring Spring, Pennsylvania
            2000-04-1632.
            Appleton
      Papers Inc.
            Taylor
      Township, Roaring Spring, Pennsylvania
            2000-04-5-A33.
            Appleton
      Papers Inc.
            305
      Locust Street, Roaring Spring, Pennsylvania
            1800-01-26





145


34.
            Appleton
      Papers Inc.
            Blair
      Township, Roaring Spring, Pennsylvania
            0400-06-64-135.
            Appleton
      Papers Inc.
            Blair
      Township, Roaring Spring, Pennsylvania
            0400-07-2636.
            Appleton
      Papers Inc.
            304
      Pine Street, Roaring Spring, Pennsylvania
            1800-01-237.
            Appleton
      Papers Inc.
            305
      Pine Street, Roaring Spring, Pennsylvania
            1800-01-438.
            Appleton
      Papers Inc.
            100
      Paper Mill Road, Roaring Spring, Pennsylvania
            1800-01-1-A39.
            C&H
      Packaging Company, Inc.
            1401
      West Taylor Street, Merrill, Wisconsin
            34.0008.000.382.05.0240.
            New
      England Extrusion Inc.
            18
      Industrial Boulevard, Turners Falls, Massachusetts
            17-041
              17-020
              17-042





146


Schedule
5.08




REAL
PROPERTY




Loan Party
            Location/Description
            Address
            Owned/LeasedAppleton
      Papers Inc.
            Appleton,
      WI – Office & Plant
            825
      E. Wisconsin Avenue
              Appleton,
      WI
            Owned1100
      N. Lawe Street
              Appleton,
      WI
            OwnedN.
      Lawe St Parking Lot
              Appleton,
      WI
            OwnedHancock
      St Parking Lot
              Appleton,
      WI
            Owned702
      E. Hancock Street
              Appleton,
      WI
            Owned714
      E. Hancock Street
              Appleton,
      WI
            OwnedN.
      Viola Street
              Appleton,
      WI
            Owned1408
      N. Meade Street
              Appleton,
      WI
            Owned1325
      N. Rankin Street
              Appleton,
      WI
            Owned1401
      N. Rankin Street
              Appleton,
      WI
            Owned600
      East Hancock Street
              Appleton,
      WI
            OwnedPortage,
      WI – Plant
            2500
      W. Wisconsin Ave
              Portage,
      WI
            OwnedWest
      Carrollton, OH – Mill
            4000
      Hydraulic Road
              West
      Carrollton, OH
            Owned1030
      W. Alex-Bell Road
              West
      Carrollton, OH
            OwnedAlexanderville
      – Bellbrook
              West
      Carrollton, OH
            OwnedRoaring
      Spring, PA – Mill
            100
      Paper Mill Road
              Roaring
      Spring, PA
            Owned301
      Pine Street
              Roaring
      Spring, PA
            Owned244
      N. Main Street
              Roaring
      Spring, PA
            OwnedN.
      Main Street
              Roaring
      Spring, PA
            Owned201-05
      Locust Street
              Roaring
      Spring, PA
            Owned202
      Locust Street
              Roaring
      Spring, PA
            Owned204
      Locust Street
              Roaring
      Spring, PA
            Owned209-13
      Locust Street
              Roaring
      Spring, PA
            Owned212
      Locust Street
              Roaring
      Spring, PA
            Owned300
      Locust Street
              Roaring
      Spring, PA
            Owned308-309
      Locust
              Roaring
      Spring, PA
            Owned305
      Locust Street
              Roaring
      Spring, PA
            Owned304-305
      Pine Street
              Roaring
      Spring, PA
            OwnedDistribution Center
            2720
      Warehouse Road
              Appleton,
      WI
            LeasedDistribution Center
            115
      Kensington Drive
              Appleton,
      WI
            LeasedDistribution Center
            120
      Declaration Drive
              McDonough,
      GA
            LeasedDistribution Center
            1100
      Blake Street
              Edwardsville,
      KS
            LeasedDistribution Center
            2300
      Progress Drive
              Hebron,
      KY
            LeasedDistribution Center
            5491
      E. Philadelphia
              Ontario,
      CA
            LeasedDistribution Center
            6210
      North Marine Drive
              Portland,
      OR
            LeasedDistribution Center
            2850
      Appleton Street
              Camp
      Hill, PA
            LeasedMiscellaneous
      Storage Space
            331
      E. Closson Road
              Roaring
      Spring, PA
            LeasedMiscellaneous
      Storage Space
            102
      Cove Lane
              Roaring
      Spring, PA
            LeasedAppleton
      Papers Canada Ltd.
            Distribution Center
            550
      Braidwood Avenue
              Peterborough,
      Ontario Canada
            LeasedAmerican
      Plastics Company, Inc.
            Rhinelander,
      WI - Plant
            3606
      Red Arrow Drive
              Rhinelander,
      WI 54501
            OwnedC&H
      Packaging Company, Inc.
            Merrill,
      WI - Plant
            1401
      West Taylor Street
              Merrill,
      WI 54452
            OwnedNew
      England Extrusion Inc.
            Milton,
      WI – Plant
            1264
      East High Street
              Milton,
      WI 53563
            OwnedTurners Falls
      – Plant
            18
      Industrial Boulevard
              Turners
      Falls, MA 01376
            Owned


147


Schedule
5.15




SUBSIDIARIES




Subsidiary
      Name
            Jurisdiction
            No.
      of Shares Outstanding
            No.
      of Shares Owned
            Percentage
      of Ownership
            OwnerAppleton
      Papers Inc.
            Delaware
            100
            100
            100
            Paperweight
      Development Corp.PDC
      Capital Corporation
            Delaware
            100
            100
            100
            Paperweight
      Development Corp.Appleton
      Papers Canada Ltd.
            Canada
            100
            100
            100
            Appleton
      Papers Inc.Appleton
      Papers de Mexico SA de CV
            Mexico
            50,000
            49,999
            99.998
            Appleton
      Papers Inc.1
            .002
            American
      Plastics Company, Inc.C&H
      Packaging Company, Inc.
            Wisconsin
            5
      (voting)
            5
            100
            Appleton
      Papers Inc.10,000
      (non-voting)
            10,000
            100
            Appleton
      Papers Inc.American
      Plastics Company, Inc.
            Wisconsin
            5
      (voting)
            5
            100
            Appleton
      Papers Inc.5,000
      (non-voting)
            5,000
            100
            Appleton
      Papers Inc.New
      England Extrusion Inc.
            Wisconsin
            10
            10
            100
            Appleton
      Papers Inc.Rose
      Holdings Limited
            U.K.
            1
            1
            100
            Appleton
      Papers Inc.







148