AMENDMENT
      NO. 8 TO THE

    CREDIT
      AGREEMENT

     

    Dated
      as
      of July 31, 2007

     

    AMENDMENT
      NO. 8 TO THE CREDIT AGREEMENT
      among
      Chemtura Corporation, a Delaware corporation (the "Company"),
      the
      banks, financial institutions and other institutional lenders parties to the
      Credit Agreement referred to below (collectively, the "Lenders")
      and
      Citibank, N.A., as agent (the "Agent")
      for
      the Lenders.

     

    PRELIMINARY
      STATEMENTS:

     

    (1) The
      Company, the Lenders and the Agent have entered into a Credit Agreement dated
      as
      of July 1, 2005 (as amended and restated by that certain Amendment No. 1 to
      the
      Credit Agreement dated as of December 12, 2005, as further amended by that
      certain Amendment No. 2 to the Credit Agreement dated as of December 31, 2005,
      as further amended by that certain Amendment No. 3 to the Credit Agreement
      dated
      as of December 31, 2005, as further amended by that certain Amendment No. 4
      to
      the Credit Agreement dated as of May 9, 2006, as further amended by that certain
      Amendment No. 5 to the Credit Agreement dated as of December 14, 2006, as
      further amended by that certain Amendment No. 6 to the Credit Agreement dated
      as
      of February 27, 2007, as further amended by that certain Amendment No. 7 to
      the
      Credit Agreement dated as of May 25, 2007, the "Credit
      Agreement").
      Capitalized terms not otherwise defined in this Amendment have the same meanings
      as specified in the Credit Agreement.

     

    (2) The
      Company has requested that the Credit Agreement be further amended as
      hereinafter set forth.

     

    (3) The
      Lenders are, on the terms and conditions stated below, willing to grant the
      request of the Company and the Company and the Required Lenders have agreed
      to
      amend the Credit Agreement as hereinafter set forth.

     

    SECTION
      1. Amendment
      to Credit Agreement.
      The
      Credit Agreement is, effective as of the date hereof and subject to the
      satisfaction of the conditions precedent set forth in Section 2, hereby
      amended and restated in its entirety to read as set forth as Exhibit A
      hereto.

     

    SECTION
      2. Conditions
      of Effectiveness.
      Section
      1 of this Amendment shall become effective as of the date first above written
      when, and only when, the Agent shall have received counterparts of this
      Amendment executed by the Company, each Guarantor, the Required Lenders or,
      as
      to any of the Lenders, advice satisfactory to the Agent that such Lender has
      executed this Amendment. This Amendment is subject to the provisions of Section
      9.01 of the Credit Agreement.

     

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

     

    (a) Each
      Loan
      Party and each of its Subsidiaries (i) is a corporation, limited liability
      company, limited partnership, unlimited liability company or other legal entity
      duly organized, validly existing and in good standing (or its equivalent) under
      the laws of the jurisdiction of its incorporation or formation, except where
      the
      failure to be so duly organized, validly existing or in good standing in the
      case of a Subsidiary organized outside of the United States has not had, or
      could not reasonably be expected to have, a Material Adverse Effect, (ii) is
      duly qualified and in good standing as a foreign corporation or company in
      each
      other jurisdiction in which it owns or leases property or in which the conduct
      of its business requires it to so qualify or be licensed except where the
      failure to so qualify or be licensed would not be reasonably likely to have
      a
      Material Adverse Effect, (iii) has all requisite corporate, limited liability
      company, partnership, unlimited liability company or other organizational (as
      applicable) power and authority and (iv) has all applicable governmental
      authorizations to own or lease and operate its properties and to carry on its
      business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      execution, delivery and performance by the Company of this Amendment and the
      Credit Agreement, as amended hereby, are within the Company’s corporate powers,
      have been duly authorized by all necessary corporate action, and do not (i)
      contravene the Company’s charter or bylaws, (ii) violate any law, rule,
      regulation (including, without limitation, Regulation X of the Board of
      Governors of the Federal Reserve System), order, writ, judgment, injunction,
      decree, determination or award applicable to the Company, (iii) conflict with
      or
      result in the breach of, or constitute a default or require any payment to
      be
      made under, any contract, loan agreement, indenture, mortgage, deed of trust,
      lease or other instrument binding on or affecting the Company, any of its
      Subsidiaries or any of their properties or (iv) except for the Liens created
      under the Loan Documents, result in or require the creation or imposition of
      any
      Lien upon or with respect to any of the properties of the Company or any of
      its
      Subsidiaries. Neither the Company nor any of its Subsidiaries is in violation
      of
      any such law, rule, regulation, order, writ, judgment, injunction, decree,
      determination or award or in breach of any such contract, loan agreement,
      indenture, mortgage, deed of trust, lease or other instrument, the violation
      or
      breach of which would be reasonably likely to have a Material Adverse
      Effect.

     

    (c) No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body or any other third party is
      required for the due execution, delivery and performance by the Company of
      this
      Amendment and the Credit Agreement, as amended hereby, except for those
      authorizations, approvals, actions, notices and filings which have been duly
      obtained, taken, given, waived or made and are in full force and
      effect.

     

    (d) This
      Amendment has been duly executed and delivered by the Company. This Amendment
      and the Credit Agreement, as amended hereby, are the legal, valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      their terms, except to the extent that such enforcement may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors rights generally and by equitable principles (regardless
      of
      whether enforcement is sought in equity or at law).

     

    (e) There
      is
      no action, suit, investigation, litigation or proceeding affecting any Loan
      Party or any of its Subsidiaries, including any Environmental Action, pending
      or
      threatened before any court, governmental agency or arbitrator that (i) would
      be
      reasonably likely to have a Material Adverse Effect (other than the Disclosed
      Litigation) or (ii) purports to affect the legality, validity or enforceability
      of this Amendment or the Credit Agreement, as amended hereby, and there has
      been
      no material adverse change in the status, or financial effect on any Loan Party
      or any of its Subsidiaries, of the Disclosed Litigation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) No
      Default has occurred and is continuing.

     

    SECTION
      4. Reference
      to and Effect on the Credit Agreement and the Notes.
      (a)
      On and
      after the effectiveness of this Amendment, each reference in the Credit
      Agreement to "this Agreement", "hereunder", "hereof" or words of like import
      referring to the Credit Agreement, and each reference in the Notes and each
      of
      the other Loan Documents to "the Credit Agreement", "thereunder", "thereof"
      or
      words of like import referring to the Credit Agreement, shall mean and be a
      reference to the Credit Agreement, as amended by this Amendment.

     

    (b) The
      Credit Agreement and the Notes and each of the other Loan Documents, as
      specifically amended by this Amendment, are and shall continue to be in full
      force and effect and are hereby in all respects ratified and confirmed.


     

    (c) The
      execution, delivery and effectiveness of this Amendment shall not, except as
      expressly provided herein, operate as a waiver of any right, power or remedy
      of
      any Lender or the Agent under the Credit Agreement or any other Loan Document,
      nor constitute a waiver of any provision of the Credit Agreement or any other
      Loan Document.

     

    SECTION
      5. Costs
      and Expenses.
      The
      Company agrees to pay on demand all costs and expenses of the Agent in
      connection with the preparation, execution, delivery and administration,
      modification and amendment of this Amendment and the other instruments and
      documents to be delivered hereunder (including, without limitation, the
      reasonable fees and expenses of counsel for the Agent) in accordance with the
      terms of Section 9.04 of the Credit Agreement. 

     

    SECTION
      6. Execution
      in Counterparts.
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute but one
      and
      the same agreement. Delivery of an executed counterpart of a signature page
      to
      this Amendment by telecopier shall be effective as delivery of a manually
      executed counterpart of this Amendment.

     

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



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              CHEMTURA
                CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              
                Name:
                  Stephen P. Forsyth

                Title:
                  Executive Vice President, Chief Financial Officer and
                  Treasurer

              

            


    

    
      	 	 	 
	 	
              A
                & M CLEANING PRODUCTS, LLC 
ANDEROL,
                INC.

            
	 	
              AQUA
                CLEAR INDUSTRIES, LLC 
ASCK,
                INC. 

            
	 	
              ASEPSIS,
                INC.

            
	 	
              BIOLAB
                TEXTILE ADDITIVES, LLC  
BIO-LAB,
                INC.

            
	 	CNK CHEMICAL REALTY
              CORPORATION
	 	
              CROMPTON
                COLORS INCORPORATED

            
	 	
              CROMPTON
                HOLDING CORPORATION

            
	 	
              CROMPTON
                MONOCHEM, INC. 

            
	 	
              ENENCO
                INCORPORATED

            
	 	
              GREAT
                LAKES CHEMICAL CORPORATION  

            
	 	GREAT LAKES CHEMICAL GLOBAL,
              INC.
	 	
              GT
                SEED TREATMENT, INC.

              HATCO
                CORPORATION

              HATCO
                INNOVATTI HOLDINGS, INC.

              HOMECARE
                LABS, INC. 

              ISCI,
                INC.

              KAUFMAN
                HOLDINGS CORPORATION

              KEM
                MANUFACTURING CORPORATION

              MONOCHEM,
                INC.

              NAUGATUCK
                TREATMENT COMPANY

              RECREATIONAL
                WATER PRODUCTS, INC.

              UNIROYAL
                CHEMICAL COMPANY LIMITED 

              (DELAWARE)

              WEBER
                CITY ROAD LLC

              WRL
                OF INDIANA, INC. 

            


    

    
      	 	 	 
	
            	By:  	 
	 	
              

              Name:
                Barry J. Shainman 

            
	 	
              Title:
                Secretary

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Accepted
                and agreed:

               

              CITIBANK,
                N.A.,

              as
                Agent and as a Lender

               

              By:
                

              
                

              

               Name:

               Title:

              
                 

              

            
	
              BANK
                OF AMERICA, N.A.

               

              By:  

              
                

              

              Name:

              Title:

               

            
	
              ABN
                AMRO BANK N.V. 

               

              By:  

              
                

              

              
              

              Name:

              Title:

               

              By:   

              
                
 Name:

               Title:

               

            
	
              CREDIT
                SUISSE, CAYMAN ISLANDS BRANCH

               

              By:  

                 

              
                

              

              
              

              Name:

              Title:

               

              By:     

              
                

              

              
              

              Name:

              Title:

               

            
	
              MORGAN
                STANLEY BANK, as a Lender

               

              By:   

              
                

              

              
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              THE
                ROYAL BANK OF SCOTLAND PLC, as a Lender

               

              By:     

              
                

              

              
              

              Name:

              Title:

               

            
	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION

               

              By:    

              
                

              

              
              

              Name:

              Title:

               

            
	
              CALYON
                NEW YORK BRANCH

               

              By:   

              
                

              

              Name:

              Title:

               

            
	
              DEUTSCHE
                BANK AG NEW YORK BRANCH

               

              By:  

              
                

              

              Name:

              Title:

               

              By:  

              
                

              

              Name:

              Title:

               

            
	
              ING
                CAPITAL LLC

               

              By:   

              
                

              

              Name:

              Title:

               

            
	
              SUMITOMO
                MITSUI BANKING CORP., NEW YORK

               

              By:  

              
                

              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              INTESA
                SANPAOLO SpA - NEW YORK BRANCH

               (formerly
                known as Banca Intesa)

               

              By: 

              
                

              

              Name:

              Title:

               

              By:  

              
                

              

              Name:

              Title:

               

            
	
              BANCA
                NAZIONALE DEL LAVOR SPA, NEW YORK BRANCH

               

              By:  

              
                

              

              Name:

              Title:

               

            
	
              BANK
                OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,

               f.k.a.
                BANK OF TOKYO-MITSUBISHI TRUST COMPANY

               

              By:  

              
                

              

              Name:

              Title:

               

            
	
              COMMERZBANK
                AG, NEW
                YORK AND GRAND CAYMAN BRANCHES

               

              By:     

              
                

              

              
              

              Name:

              Title:

               

              By:   

              
                

              

              Name:

              Title:

               

            
	
              THE
                NORTHERN TRUST COMPANY

               

              By:   

              
                

              

              Name:

              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    CREDIT
      AGREEMENT

     

    Dated
      as
      of July 1, 2005

     

    AMENDED
      AND RESTATED as of July 31, 2007

     

    CHEMTURA
      CORPORATION, a Delaware corporation (the “Company”),
      the
      Subsidiary Guarantors (as hereinafter defined), the banks, financial
      institutions and other institutional lenders (the “Initial
      Lenders”)
      and
      issuers of letters of credit (“Initial
      Issuing Banks”)
      listed
      on Schedule I hereto, and CITIBANK, N.A. (“Citibank”),
      as
      agent (the “Agent”)
      for
      the Lenders (as hereinafter defined), agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

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

     

    “Acquisition”
means
      the Company's acquisition of the Great Lakes.

     

    “Advance”
means
      an advance by a Lender to any Borrower as part of a Borrowing made pursuant
      to
      Section 2.01(a) and refers to a Base Rate Advance or a Eurocurrency Rate Advance
      (each of which shall be a “Type”
of
      Advance) and, for purposes of the definition of “Required Lenders” and Section
      6.01, includes the acceptance or purchase of a Bankers’ Acceptance or a BA
      Equivalent Note pursuant to Section 2.01(c).

     

    “Affiliate”
means,
      as to any Person, any other Person that, directly or indirectly, controls,
      is
      controlled by or is under common control with such Person or is a director
      or
      officer of such Person. For purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control
      with”) of a Person means the possession, direct or indirect, of the power to
      vote 10% or more of the Voting Stock of such Person or to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of Voting Stock, by contract or otherwise.

     

    “Agent's
      Account”
means
      (a) in the case of Advances denominated in Dollars, the account of the
      Agent maintained by the Agent at Citibank at its office at Two Penns Way, New
      Castle, Delaware 19720, Account No. 36852248, Attention: Bank Loan
      Syndications, (b) in the case of Advances denominated in any Committed
      Currency, the account of the Sub-Agent designated in writing from time to time
      by the Agent to the Company and the Lenders for such purpose and (c) in any
      such case, such other account of the Agent as is designated in writing from
      time
      to time by the Agent to the Company and the Lenders for such
      purpose.

     

    “Applicable
      Lending Office”
means,
      with respect to each Lender, such Lender's Domestic Lending Office in the case
      of a Base Rate Advance, such Lender's Eurocurrency Lending Office in the case
      of
      a Eurocurrency Rate Advance and such Lender’s Canadian Lending Office in the
      case of an advance by way of a Bankers’ Acceptance or BA Equivalent
      Note.

     

    “Applicable
      Margin”
means
      as of any date, a percentage per annum determined by reference to the Public
      Debt Rating in effect on such date as set forth below:

    


    
      	
              Public
                Debt Rating

              S&P/Moody's

            	 	
              Applicable
                Margin for

              Base
                Rate Advances

            	 	
              Applicable
                Margin for

              Eurocurrency
                Rate Advances

            	 	
              Applicable
                Margin for Bankers’ Acceptances and BA Equivalent Notes

            	 
	
              Level
                1

              BBB
                or Baa2 or above

            	 	 	
              
              

              0.000

            	
              
              

              %

            	 	
              
              

              0.500

            	
              
              

              %

            	 	
              
              

              0.500

            	
              
              

              %

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Level
                2

              BBB-
                or Baa3

            	 	 	
              
              

              0.000

            	
              
              

              %

            	 	
              
              

              0.600

            	
              
              

              %

            	 	
              
              

              0.600

            	
              
              

              %

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Level
                3

              BB+
                and Ba1

            	 	 	
              
              

              0.000

            	
              
              

              %

            	 	
              
              

              0.800

            	
              
              

              %

            	 	
              
              

              0.800

            	
              
              

              %

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Level
                4

              BB
                or Ba2

            	 	 	
              
              

              0.250

            	
              
              

              %

            	 	
              
              

              1.250

            	
              
              

              %

            	 	
              
              

              1.250

            	
              
              

              %

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Level
                5

              Lower
                than Level 4

            	 	 	
              
              

              0.600

            	
              
              

              %

            	 	
              
              

              1.600

            	
              
              

              %

            	 	
              
              

              1.600

            	
              
              

              %

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Applicable
      Percentage”
means,
      as of any date a percentage per annum determined by reference to the Public
      Debt
      Rating in effect on such date as set forth below:

    


    
      	
              Public
                Debt Rating

              S&P/Moody's

            	 	
              Applicable

              Percentage

            	 
	
              Level
                1

              BBB
                or Baa2 or above

            	 	 	
              
              

              0.125

            	
              
              

              %

            
	 	 	 	 	 
	
              Level
                2

              BBB-
                or Baa3

            	 	 	
              
              

              0.150

            	
              
              

              %

            
	 	 	 	 	 
	
              Level
                3

              BB+
                and Ba1

            	 	 	
              
              

              0.200

            	
              
              

              %

            
	 	 	 	 	 
	
              Level
                4

              BB
                or Ba2

            	 	 	
              
              

              0.250

            	
              
              

              %

            
	 	 	 	 	 
	
              Level
                5

              Lower
                than Level 4

            	 	 	
              
              

              0.4000

            	
              
              

              %

            


    

    


    “Assignment
      and Acceptance”
means
      an assignment and acceptance entered into by a Lender and an Eligible Assignee,
      and accepted by the Agent, in substantially the form of Exhibit C
      hereto.

     

    “Assuming
      Lender”
has
      the
      meaning specified in Section 2.18(d).

     

    “Assumption
      Agreement”
has
      the
      meaning specified in Section 2.18(d)(ii).

     

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

     

    “BA
      Commitment”
means,
      with respect to any Canadian Lender at any time, the amount set forth opposite
      such Lender’s name on Schedule I hereto, or any written amendment,
      supplement or modification hereto, under the caption “BA Commitment” or, if such
      Lender has entered into one or more Assignment and Acceptances, set forth for
      such Lender in the Register maintained by the Agent pursuant to
      Section 9.07(d) as such Lender’s “BA Commitment”, as such amount may be
      reduced at or prior to such time pursuant to Section 2.05.

     

    “BA
      Equivalent Note”
has
      the
      meaning specified in Section 2.19(a).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    “BA
      Rate”
      means:

     

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

     

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

     

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

     

    “Bankruptcy
      Law”
means
      any proceeding of the type referred to in Section 6.01(e) or Title 11, U.S.
      Code, or any similar foreign, federal or state law for the relief of
      debtors.

     

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

     

    (a) the
      rate
      of interest announced publicly by Citibank in New York, New York, from
      time to time, as Citibank's base rate;

     

    (b) the
      sum
      (adjusted to the nearest 1/4 of 1% or, if there is no nearest 1/4 of 1%, to
      the
      next higher 1/4 of 1%) of (i) 1⁄2 of 1% per annum, plus
      (ii) the rate obtained by dividing (A) the latest three-week moving
      average of secondary market morning offering rates in the United States for
      three-month certificates of deposit of major United States money market banks,
      such three-week moving average (adjusted to the basis of a year of 360 days)
      being determined weekly on each Monday (or, if such day is not a Business Day,
      on the next succeeding Business Day) for the three-week period ending on the
      previous Friday by Citibank on the basis of such rates reported by certificate
      of deposit dealers to and published by the Federal Reserve Bank of New York
      or, if such publication shall be suspended or terminated, on the basis of
      quotations for such rates received by Citibank from three New York
      certificate of deposit dealers of recognized standing selected by Citibank,
      by
      (B) a percentage equal to 100% minus the average of the daily percentages
      specified during such three-week period by the Board of Governors of the Federal
      Reserve System (or any successor) for determining the maximum reserve
      requirement (including, but not limited to, any emergency, supplemental or
      other
      marginal reserve requirement) for Citibank with respect to liabilities
      consisting of or including (among other liabilities) three-month U.S. dollar
      non-personal time deposits in the United States, plus
      (iii) the average during such three-week period of the annual assessment
      rates estimated by Citibank for determining the then current annual assessment
      payable by Citibank to the Federal Deposit Insurance Corporation (or any
      successor) for insuring U.S. dollar deposits of Citibank in the United States;
      and

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c) 1⁄2
of
      one
      percent per annum above the Federal Funds Rate.

     

    “Base
      Rate Advance”
means
      an Advance denominated in Dollars that bears interest as provided in
      Section 2.07(a)(i).

     

    “Borrowers”
means,
      collectively, the Company and the Designated Subsidiaries from time to
      time.

     

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

     

    “Borrowing
      Minimum”
means,
      in respect of Advances denominated in Dollars, $5,000,000, in respect of
      Advances denominated in any Committed Currency, the approximate Equivalent
      of
      $5,000,000 in such Committed Currency, rounded to the nearest 1,000,000 units
      of
      such Committed Currency.

     

    “Borrowing
      Multiple”
means,
      in respect of Advances denominated in Dollars, $1,000,000, in respect of
      Advances denominated in any Committed Currency, the approximate Equivalent
      of
      $1,000,000 in such Committed Currency, rounded to the nearest 100,000 units
      of
      such Committed Currency.

     

    “Business
      Day”
means
      a
      day of the year on which banks are not required or authorized by law to close
      in
      New York City and, if the applicable Business Day relates to any
      Eurocurrency Rate Advances, on which dealings are carried on in the London
      interbank market and banks are open for business in London and in the country
      of
      issue of the currency of such Eurocurrency Rate Advance (or, in the case of
      an
      Advance denominated in Euro, on which the Trans-European Automated Real-Time
      Gross Settlement Express Transfer (TARGET) System is open).

     

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

     

    “Canadian
      Borrower”
means
      a
      Borrower organized under the laws of Canada or any political subdivision
      thereof.

     

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

     

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

     

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

     

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

     

    “Canadian
      Subfacility”
means,
      at any time, an amount equal to the aggregate amount of the Canadian Lenders’ BA
      Commitment at such time.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Collateral
      Documents”
means
      each of the collateral documents, instruments and agreements delivered pursuant
      to Section 5.01(j), and each other agreement that creates or purports to create
      a Lien in favor of the Agent for the benefit of the Lenders.

     

    “Commitment”
means
      a
      Revolving Credit Commitment or a Letter of Credit Commitment.

     

    “Commitment
      Date”
has
      the
      meaning specified in Section 2.18(b).

     

    “Commitment
      Increase”
has
      the
      meaning specified in Section 2.18(a).

     

    “Committed
      Currencies”
means
      lawful currency of the United Kingdom of Great Britain and Northern Ireland,
      lawful currency of Canada, lawful currency of The Swiss Federation, lawful
      currency of Japan and Euros.

     

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

     

    “Company
      Information”
has
      the
      meaning specified in Section 9.08.

     

    “Consolidated”
refers
      to the consolidation of accounts in accordance with GAAP.

     

    “Convert”,
      “Conversion”
and
      “Converted”
each
      refers to a conversion of Advances of one Type into Advances of the other Type
      pursuant to Section 2.08, 2.09 or 2.12.

     

    “Covenant
      Debt”
means,
      at any date of determination, Debt of the Company and its Subsidiaries of the
      types included in clauses (a), (b), (c), (d), (e), (g), (i) and (j) of the
      definition of “Debt” plus Designated Litigation Liabilities other than those
      described in clause (ii) of the proviso to this definition; provided,
      however,
      that
      Covenant Debt (i) shall not include obligations under Hedge Agreements other
      than Hedge Agreements related to interest rates, which included Hedge Agreement
      obligations shall be valued at the unrealized net loss position, if any, of
      the
      Company and/or its Subsidiaries thereunder on a marked to market basis of such
      Hedge Agreements as of such date of determination, (ii) shall not include
      obligations in respect of the $50,000,000 settlement entered into with the
      U.S.
      Department of Justice, the $7,000,000 settlement entered into with the
      Commissioner of Competition and the Attorney General of Canada, and the
      $97,000,000 settlement entered into to resolve three consolidated direct class
      action lawsuits, each as described in the Company's report on Form 10-Q filed
      with the SEC with respect to the Company's fiscal quarter ended March 31, 2005,
      and (iii) shall not include Guaranteed Debt with respect to Debt of the Company
      and its Subsidiaries of the types included in clauses (f), (h) and (k) of the
      definition of “Debt”.

     

    “Debt”
of
      any
      Person means, 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 trade payables not overdue
      by
      more than 90 days 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 of such Person 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), (e) all obligations of such
      Person as lessee under leases that have been or should be, in accordance with
      GAAP, recorded as capital leases, (f) all obligations, contingent or
      otherwise, of such Person in respect of acceptances, letters of credit or
      similar extensions of credit, (g) all obligations of such Person in respect
      of Hedge Agreements, (h) all financings of the type described in Section
      5.02(a)(v), (i) all obligations of such Person under any lease that is treated
      as an operating lease for financial accounting purposes and a financing lease
      for tax purposes (i.e., a “synthetic lease”), (j) all Debt of others referred to
      in clauses (a) through (i) above or clause (k) below (collectively,
“Guaranteed
      Debt”)
      guaranteed directly or indirectly in any manner by such Person, or in effect
      guaranteed directly or indirectly by such Person through an agreement
      (1) to pay or purchase such Guaranteed Debt or to advance or supply funds
      for the payment or purchase of such Guaranteed Debt, (2) to purchase, sell
      or lease (as lessee or lessor) property, or to purchase or sell services,
      primarily for the purpose of enabling the debtor to make payment of such
      Guaranteed Debt or to assure the holder of such Guaranteed Debt against loss,
      (3) to supply funds to or in any other manner invest in the debtor
      (including any agreement to pay for property or services irrespective of whether
      such property is received or such services are rendered) or (4) otherwise
      to assure a creditor against loss, and (k) all Debt referred to in
      clauses (a) through (j) above (including Guaranteed Debt) secured by
      (or for which the holder of such Debt has an existing right, contingent or
      otherwise, to be secured by) any Lien on property (including, without
      limitation, accounts and contract rights) owned by such Person, even though
      such
      Person has not assumed or become liable for the payment of such
      Debt.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Default”
means
      any Event of Default or any event that would constitute an Event of Default
      but
      for the requirement that notice be given or time elapse or both.

     

    “Designated
      Litigation Liabilities”
means
      all criminal and civil judgments rendered against, and all civil and criminal
      settlements entered into, the Company and any of its Subsidiaries in connection
      with the
      antitrust investigations and related matters described under the heading
“ANTITRUST INVESTIGATION AND RELATED MATTERS” set forth in the Company's Form
      10-Q filed with the SEC in respect of the Company's fiscal quarter ended March
      31, 2005 and all costs and expenses related thereto.

     

    “Designated
      Subsidiary”
means
      any direct or indirect Wholly-Owned Subsidiary of the Company organized under
      the laws of a jurisdiction other than the United States of America or a
      political subdivision thereof designated for borrowing privileges under this
      Agreement pursuant to Section 9.09.

     

    “Designation
      Agreement”
means,
      with respect to any Designated Subsidiary, an agreement substantially in the
      form of Exhibit D hereto signed by such Designated Subsidiary and the
      Company.

     

    “Disclosed
      Litigation”
has
      the
      meaning specified in Section 3.01(b).

     

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

     

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

     

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

     

    “Drawing”
means
      the simultaneous (i) acceptance of Drafts and purchase of Bankers’ Acceptances
      by the Canadian Lenders, in accordance with Section 2.19(a), and (ii)
      making of BA Equivalent Notes by Non-BA Lenders.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Dutch
      Central Bank's Policy Guidelines”
means
      the guidelines issued in relation to the Exemption Regulation (as defined below)
      interpreting the concepts laid down in the Exemption Regulation (Beleidsregel
      2005 kernbegrippen markttoetreding en handhaving Wtk 1992). 

     

    “EBITDA”
means,
      for any period, net income (or net loss) (1) plus,
      to the
      extent included the calculation of net income of such Person for such period
      in
      accordance with GAAP, the sum of (a) Interest Expense, (b) income tax
      expense, (c) depreciation expense, (d) amortization expense, (e)
charges
      related to restructuring, asset impairment or other extraordinary items, (f)
      charges for legal and other expenses in connection with Designated Litigation
      Liabilities in an aggregate amount not to exceed $40,000,000, (g) the amount
      of
      all Designated Litigation Liabilities incurred for such period in excess of
      $1,000,000 in the aggregate to the extent that the same were deducted in
      arriving at net income (or net loss) for such period, (h)charges (x) related
      to
      merger expenses related to the Acquisition (other than as provided in clause
      (y)
      below) or acquisitions and consolidations which occur after the Effective Date
      in an aggregate amount not to exceed $75,000,000 and (y) taken by Great Lakes
      relating to the change of control which has occurred because of the Acquisition
      and other merger related costs, (i) any losses from sales of assets other than
      in the ordinary course of business, (j) the amount of all fees, expenses and
      premiums incurred in connection with the execution and delivery of this
      Agreement and (k) charges for the payment of premiums in connection with the
      early repayment or retirement of Debt in an amount not to exceed
      $100,000,000,
      (2)
minus
      (a) cash
      payments for previously reserved restructuring charges and (b) to the extent
      included in the calculation of net income of such Person for such period in
      accordance with GAAP, any
      gains
      from sales of assets other than in the ordinary course of business.
      For
      the
      purposes of calculating EBITDA for any period, if during such period the Company
      or any Subsidiary shall have made an acquisition, EBITDA for such period shall
      be calculated after giving pro forma effect thereto as if such acquisition
      occurred on the first day of such period. Pursuant to the forgoing, the
      Consolidated EBITDA of the Company and its Subsidiaries for the fiscal quarter
      ended September 30, 2004 is $97,100,000, for the fiscal quarter ended December
      31, 2004 is $74,700,000 and for the fiscal quarter ended March 31, 2005 is
      $139,400,000.

     

    “Effective
      Date”
has
      the
      meaning specified in Section 3.01.

     

    “Eligible
      Assignee”
means
      (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any other
      Person approved by the Agent, each Issuing Bank and, unless an Event of Default
      has occurred and is continuing at the time any assignment is effected in
      accordance with Section 9.07, the Company, such approval not to be unreasonably
      withheld or delayed; provided,
      however,
      that
      neither the Company nor an Affiliate of the Company shall qualify as an Eligible
      Assignee; provided,
      further
      that,
      with respect to any BA Commitments, Bankers’ Acceptances or BA Equivalent Notes,
      any Person that is not resident in Canada for purposes of the Income Tax Act
      (Canada) shall not qualify as an Eligible Assignee under this
      definition.

     

    “Environmental
      Action”
means
      any action, suit, demand, demand letter, claim, notice of non-compliance or
      violation, notice of liability or potential liability, investigation,
      proceeding, consent order or consent agreement relating in any way to any
      Environmental Law, Environmental Permit or Hazardous Materials or arising from
      alleged injury or threat of injury to health, safety or the environment,
      including, without limitation, (a) by any governmental or regulatory
      authority for enforcement, cleanup, removal, response, remedial or other actions
      or damages and (b) by any governmental or regulatory authority or any third
      party for damages, contribution, indemnification, cost recovery, compensation
      or
      injunctive relief.

     

    “Environmental
      Law”
means
      any federal, state, local or foreign statute, law, ordinance, rule, regulation,
      code, order, judgment, decree or judicial or agency interpretation, policy
      or
      guidance relating to pollution or protection of the environment, health, safety
      or natural resources, including, without limitation, those relating to the
      use,
      handling, transportation, treatment, storage, disposal, release or discharge
      of
      Hazardous Materials.

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Equivalent”
      (i)
      in
      Dollars of any
      Committed Currency on
      any
      date, means the quoted spot rate at which the Sub-Agent's
      principal office in London offers to exchange Dollars for such Committed
      Currency in London at or prior to 11:00 A.M. (London
      time) on such date and (ii) in any
      Committed Currency of
      Dollars on any date, means the quoted spot rate at which the Sub-Agent's
      principal office in
      London
      offers to exchange such
      Committed Currency for
      Dollars in London at or prior to 11:00 A.M. (London time) on such
      date.

     

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

     

    “ERISA
      Affiliate”
means
      any Person that for purposes of Title IV of ERISA is a member of the
      Company's controlled group, or under common control with the Company, within
      the
      meaning of Section 414 of the Internal Revenue Code.

     

    “ERISA
      Event”
means
      (a) (i) the occurrence of a reportable event, within the meaning of
      Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
      requirement with respect to such event has been waived by the PBGC, or (ii)
      the
      requirements of subsection (1) of Section 4043(b) of ERISA (without regard
      to
      subsection (2) of such Section) are met with respect to a contributing sponsor,
      as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described
      in
      paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
      reasonably expected to occur with respect to such Plan within the following
      30
      days; (b) the application for a minimum funding waiver with respect to a
      Plan; (c) the provision by the administrator of any Plan of a notice of
      intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
      (including any such notice with respect to a plan amendment referred to in
      Section 4041(e) of ERISA); (d) the cessation of operations at a
      facility of the Company or any ERISA Affiliate in the circumstances described
      in
      Section 4062(e) of ERISA; (e) the withdrawal by the Company or any
      ERISA Affiliate from a Multiple Employer Plan during a plan year for which
      it
      was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
      (f)  the conditions for the imposition of a lien under Section 302(f)
      of ERISA shall have been met with respect to any Plan; (g) the adoption of
      an amendment to a Plan requiring the provision of security to such Plan pursuant
      to Section 307 of ERISA; or (h) the institution by the PBGC of
      proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition described in Section 4042 of ERISA
      that constitutes grounds for the termination of, or the appointment of a trustee
      to administer, a Plan.

     

    “EURIBO
      Rate”
means,
      for any Interest Period, the rate appearing on the Reuters EURIBO 1
      Page (or on any successor or substitute page of such Service, or any
      successor to or substitute for such Service, providing rate quotations
      comparable to those currently provided on such page of such Service, as
      determined by the Agent from time to time for purposes of providing quotations
      of interest rates applicable to deposits in Euro by reference to the Banking
      Federation of the European Union Settlement Rates for deposits in Euro) at
      approximately 10:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period, as the rate for deposits in Euro with
      a
      maturity comparable to such Interest Period or, if for any reason such rate
      is
      not available, the average (rounded upward to the nearest whole multiple of
      1/16 of 1% per annum, if such average is not such a multiple) of the respective
      rates per annum at which deposits in Euros are offered by the principal office
      of each of the Reference Banks in London, England to prime banks in the London
      interbank market at 11:00 A.M. (London time) two Business Days before the
      first day of such Interest Period in an amount substantially equal to such
      Reference Bank's Eurocurrency Rate Advance comprising part of such Borrowing
      to
      be outstanding during such Interest Period and for a period equal to such
      Interest Period (subject, however, to the provisions of Section
      2.08).

     

    “Euro”
means
      the lawful currency of the European Union as constituted by the Treaty of Rome
      which established the European Community, as such treaty may be amended from
      time to time and as referred to in the EMU legislation.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Eurocurrency
      Rate”
means,
      for any Interest Period for each Eurocurrency Rate Advance comprising part
      of
      the same Borrowing, an interest rate per annum equal to the rate per annum
      obtained by dividing (a)(i) in the case of any Advance denominated in Dollars
      or
      any Committed Currency other than Euro, the rate per annum (rounded upward
      to
      the nearest whole multiple of 1/16 of 1% per annum) appearing on Reuters LIBOR1
      Page (or any successor page) as the London interbank offered rate for deposits
      in Dollars or the applicable Committed Currency at approximately 11:00 A.M.
      (London time) two Business Days prior to the first day of such Interest Period
      for a term comparable to such Interest Period or, if for any reason such rate
      is
      not available, the average (rounded upward to the nearest whole multiple of
      1/16 of 1% per annum, if such average is not such a multiple) of the rate per
      annum at which deposits in Dollars or the applicable Committed Currency is
      offered by the principal office of each of the Reference Banks in London,
      England to prime banks in the London interbank market at 11:00 A.M. (London
      time) two Business Days before the first day of such Interest Period in an
      amount substantially equal to such Reference Bank's Eurocurrency Rate Advance
      comprising part of such Borrowing to be outstanding during such Interest Period
      and for a period equal to such Interest Period or, (ii) in the case of any
      Advance denominated in Euros, the EURIBO Rate by (b) a percentage equal to
      100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period.
      If
      the Moneyline Telerate Markets Page 3750 (or any successor page) is unavailable,
      the Eurocurrency Rate for any Interest Period for each Eurocurrency Rate Advance
      comprising part of the same Borrowing shall be determined by the Agent on the
      basis of applicable rates furnished to and received by the Agent from the
      Reference Banks two Business Days before the first day of such Interest Period,
      subject,
      however,
      to the
      provisions of Section 2.08.

     

    “Eurocurrency
      Rate Advance”
means
      an Advance denominated in Dollars or a Committed Currency that bears interest
      as
      provided in Section 2.07(a)(ii).

     

    “Eurocurrency
      Rate Reserve Percentage”
for
      any
      Interest Period for all Eurocurrency Rate Advances comprising part of the same
      Borrowing means the reserve percentage applicable two Business Days before
      the
      first day of such Interest Period under regulations issued from time to time
      by
      the Board of Governors of the Federal Reserve System (or any successor) for
      determining the maximum reserve requirement (including, without limitation,
      any
      emergency, supplemental or other marginal reserve requirement) for a member
      bank
      of the Federal Reserve System in New York City with respect to liabilities
      or assets consisting of or including Eurocurrency Liabilities (or with respect
      to any other category of liabilities that includes deposits by reference to
      which the interest rate on Eurocurrency Rate Advances is determined) having
      a
      term equal to such Interest Period.

     

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

     

    “Exemption
      Regulation”
means
      the exemption regulation pursuant to the Dutch Act on the Supervision of Credit
      Institutions 1992 (Vrijstellingsregeling
      Wtk).

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    “GAAP”
has
      the
      meaning specified in Section 1.03.

     

    “Great
      Lakes”
means
      Great Lakes Chemical Corporation, a Delaware corporation.

     

    “Guaranteed
      Hedge Agreement”
means
      any Hedge Agreement permitted under this Agreement entered into by and between
      any Borrower and any Hedge Bank.

     

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

     

    “Guaranties”
means
      the Company Guaranty and the Subsidiary Guaranty.

     

    “Guarantors”
means
      the Company and the Subsidiary Guarantors.

     

    “Guaranty
      Supplement”
has
      the
      meaning specified in Section 7.06.

     

    “Hazardous
      Materials”
means
      (a) petroleum and petroleum products, byproducts or breakdown products,
      radioactive materials, asbestos-containing materials, polychlorinated biphenyls
      and radon gas and (b) any other chemicals, materials or substances designated,
      classified or regulated as hazardous or toxic or as a pollutant or contaminant
      under any Environmental Law.

     

    “Hedge
      Agreements”
means
      interest rate swap, cap or collar agreements, interest rate future or option
      contracts, currency swap agreements, currency future or option contracts,
      commodity future or option contracts and other similar agreements.

     

    “Hedge
      Bank”
means
      any Lender or Issuing Bank or an Affiliate of a Lender or Issuing Bank in its
      capacity as a party to a Guaranteed Hedge Agreement.

     

    “Increase
      Date”
has
      the
      meaning specified in Section 2.18(a).

     

    “Increasing
      Lender”
has
      the
      meaning specified in Section 2.18(b).

     

    “Information
      Memorandum”
means
      the information memorandum dated May 6, 2005 used by the Agent in connection
      with the syndication of the Commitments.

     

    “Interest
      Expense”
means
      the sum of interest on, and amortization of debt discount, in respect of Debt
      of
      the Company and its Subsidiaries. For
      the
      purposes of calculating Interest Expense for any period, if during such period
      the Company or any Subsidiary shall have made an acquisition, Interest Expense
      for such period shall be calculated after giving pro forma effect thereto as
      if
      such acquisition occurred on the first day of such period

     

    “Interest
      Period”
means,
      for each Eurocurrency Rate Advance comprising part of the same Borrowing, the
      period commencing on the date of such Eurocurrency Rate Advance or the date
      of
      the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance
      and
      ending on the last day of the period selected by the Borrower requesting such
      Borrowing pursuant to the provisions below and, thereafter, each subsequent
      period commencing on the last day of the immediately preceding Interest Period
      and ending on the last day of the period selected by such Borrower pursuant
      to
      the provisions below. The duration of each such Interest Period shall be one,
      two, three or six months, and subject to clause (c) of this definition, nine
      or
      twelve months, as the applicable Borrower may, upon notice received by the
      Agent
      not later than 11:00 A.M. (New York City time) on the third Business
      Day prior to the first day of such Interest Period, select; provided,
      however,
      that:

     

    (a) the
      Borrowers may not select any Interest Period that ends after the Termination
      Date;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b) Interest
      Periods commencing on the same date for Eurocurrency Rate Advances comprising
      part of the same Borrowing shall be of the same duration;

     

    (c) in
      the
      case of any such Borrowing, the Borrowers shall not be entitled to select an
      Interest Period having duration of nine or twelve months unless, by 2:00 P.M.
      (New York City time) on the third Business Day prior to the first day of such
      Interest Period, each Lender notifies the Agent that such Lender will be
      providing funding for such Borrowing with such Interest Period (the failure
      of
      any Lender to so respond by such time being deemed for all purposes of this
      Agreement as an objection by such Lender to the requested duration of such
      Interest Period); provided
      that, if
      any or all of the Lenders object to the requested duration of such Interest
      Period, the duration of the Interest Period for such Borrowing shall be one,
      two, three or six months, as specified by the Borrower requesting such Borrowing
      in the applicable Notice of Borrowing as the desired alternative to an Interest
      Period of nine or twelve months;

     

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

     

    (e) whenever
      the first day of any Interest Period occurs on a day of an initial calendar
      month for which there is no numerically corresponding day in the calendar month
      that succeeds such initial calendar month by the number of months equal to
      the
      number of months in such Interest Period, such Interest Period shall end on
      the
      last Business Day of such succeeding calendar month.

     

    “Internal
      Revenue Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, and the
      regulations promulgated and rulings issued thereunder.

     

    “Investment”
in
      any
      Person means any loan or advance to such Person, any purchase or other
      acquisition of any capital stock, warrants, rights, options, obligations or
      other securities or all or substantially all of the assets of such Person,
      any
      capital contribution to such Person or any other investment in such Person,
      including, without limitation, any arrangement pursuant to which the investor
      incurs Debt of the types referred to in clauses (h) and (j) of the
      definition of “Debt”
in
      respect of such Person; provided,
      that
      any purchase or other acquisition of any capital stock of the Company (or Great
      Lakes) for accounting under the treasury method in connection with the exercise
      of options or the issuance of restricted stock under any employee stock option
      plan (or similar plan or program) approved by its board of directors shall
      not
      constitute an Investment.

     

    “Investment
      Grade Rating”
means
      the Public Debt Ratings are at least BBB- by S&P and Baa3 by Moody's and
      such rating shall not be accompanied by either (x) in the case of S&P, a
      negative outlook, creditwatch negative or the equivalent thereof or (y) in
      the
      case of Moody's, a negative outlook, a review for possible downgrade or the
      equivalent thereof.

     

    “Investment
      Grade Rating Date”
means
      the first date after the date hereof on which the Company has an Investment
      Grade Rating.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “issuance”
with
      respect to any Letter of Credit means the issuance, amendment, renewal or
      extension of such Letter of Credit.

     

    “Issuing
      Bank”
means
      an Initial Issuing Bank or any Eligible Assignee to which a portion of the
      Letter of Credit Commitment hereunder has been assigned pursuant to Section
      9.07
      so long as such Eligible Assignee expressly agrees to perform in accordance
      with
      their terms all of the obligations that by the terms of this Agreement are
      required to be performed by it as an Issuing Bank and notifies the Agent of
      its
      Applicable Lending Office (which information shall be recorded by the Agent
      in
      the Register), for so long as such Initial Issuing Bank or Eligible Assignee,
      as
      the case may be, shall have a Letter of Credit Commitment.

     

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

     

    “L/C
      Related Documents”
has
      the
      meaning specified in Section 2.06(b)(i).

     

    “Lenders”
means
      each Initial Lender, each Issuing Bank, each Assuming Lender that shall become
      a
      party hereto pursuant to Section 2.18 and each Person that shall become a party
      hereto pursuant to Section 9.07.

     

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

     

    “Letter
      of Credit Agreement”
has
      the
      meaning specified in Section 2.03(a).

     

    “Letter
      of Credit Commitment”
means,
      with respect to each Issuing Bank, the obligation of such Issuing Bank to issue
      Letters of Credit for the account of the Borrowers and their specified
      Subsidiaries in (a) the Dollar amount set forth opposite the Issuing Bank's
      name
      on Schedule I hereto under the caption “Letter of Credit Commitment” or (b) if
      such Issuing Bank has entered into one or more Assignment and Acceptances,
      the
      Dollar amount set forth for such Issuing Bank in the Register maintained by
      the
      Agent pursuant to Section 9.07(d) as such Issuing Bank's “Letter of Credit
      Commitment”, in each case as such amount may be reduced prior to such time
      pursuant to Section 2.05.

     

    “Letter
      of Credit Facility”
means,
      at any time, an amount equal to the least of (a) the aggregate amount of the
      Issuing Banks' Letter of Credit Commitments at such time, (b) $300,000,000
      and
      (c) the aggregate amount of the Revolving Credit Commitments, as such amount
      may
      be reduced at or prior to such time pursuant to Section 2.05.

     

    “Lien”
means
      any lien, security interest or other charge or encumbrance of any kind, or
      any
      other type of preferential arrangement, including, without limitation, the
      lien
      or retained security title of a conditional vendor and any easement, right
      of
      way or other encumbrance on title to real property.

    

      “Loan
        Documents”
means
        (a) this Agreement, (b) the Notes, (c) the Guaranties, (d) during the Security
        Period, the Collateral Documents, and (e) solely for purposes of the Guaranties
        and, during the Security Period, the definition of "Secured Obligations"
        (as
        such term is defined in the Amended and Restated Pledge Agreement dated as
        of
        July 31, 2007 made by the Borrower and the Pledgors referred to therein,
        as such
        agreement may be further amended, amended and restated, modified or otherwise
        supplemented), the Guaranteed Hedge Agreements, in each case as
        amended.

    

     

    “Loan
      Parties”
means
      the Company, the other Borrowers and the other Guarantors.

     

    “Marketable
      Securities”
means
      any of the following, to the extent owned by the Borrower or any of its
      Subsidiaries free and clear of all Liens and having a maturity of not greater
      than 360 days from the date of acquisition thereof: (a) readily marketable
      direct obligations of the Government of the United States or any agency or
      instrumentality thereof or obligations unconditionally guaranteed by the full
      faith and credit of the Government of the United States, (b) insured
      certificates of deposit of or time deposits with any commercial bank that is
      a
      Lender or a member of the Federal Reserve System, issues (or the parent of
      which
      issues) commercial paper rated as described in clause (c), is organized
      under the laws of the United States or any State thereof and has combined
      capital and surplus of at least $1 billion or (c) commercial paper issued
      by any corporation organized under the laws of any State of the United States
      and rated at least “Prime-1” (or the then equivalent grade) by Moody's or “A-1”
(or the then equivalent grade) by S&P.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Material
      Adverse Change”
means
      any material adverse change in (a) the business, condition (financial or
      otherwise), operations or properties of the Company and its Subsidiaries taken
      as a whole, (b) the rights and remedies of the Agent or any Lender under
      this Agreement or any other Loan Document or (c) the ability of any
      Borrower to perform its obligations under this Agreement or any other Loan
      Document.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the business, condition (financial or
      otherwise), operations or properties of the Company and its Subsidiaries taken
      as a whole, (b) the rights and remedies of the Agent or any Lender under
      this Agreement or any Note or (c) the ability of any Borrower to perform
      its obligations under this Agreement or any Note.

     

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

     

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

     

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

     

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

     

    “Moody's”
means
      Moody's Investors Service, Inc.

     

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

     

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

     

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

     

    “Note”
means
      a
      promissory note of any Borrower payable to the order of any Lender, delivered
      pursuant to a request made under Section 2.16 in substantially the form of
      Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to
      such Lender resulting from the Advances made by such Lender to such
      Borrower.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    “Notice
      of Issuance”
has
      the
      meaning specified in Section 2.03(a).

     

    “OFAC”
means
      the U.S. Department of Treasury’s Office of Foreign Assets Control.


     

    “Patriot
      Act”
means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law
      October 26, 2001.

     

    “Payment
      Office”
means,
      for any Committed Currency, such office of Citibank (or such other financial
      institution as designated by the Agent) as shall be from time to time selected
      by the Agent and notified by the Agent to the Company and the
      Lenders.

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation (or any successor).

     

    “Permitted
      Liens”
means
      such of the following as to which no enforcement, collection, execution, levy
      or
      foreclosure proceeding shall have been commenced (or if commenced, shall have
      been stayed): (a) Liens for taxes, assessments and governmental charges or
      levies to the extent not required to be paid under Section 5.01(b) hereof;
      (b) Liens imposed by law, such as materialmen's, mechanics', carriers',
      workmen's and repairmen's Liens and other similar Liens arising in the ordinary
      course of business securing obligations that are not overdue for a period of
      more than 30 days; (c) pledges or deposits to secure obligations under
      workers' compensation laws or similar legislation or to secure public or
      statutory obligations; (d) easements, rights of way and other encumbrances
      on title to real property that do not render title to the property encumbered
      thereby unmarketable or materially adversely affect the use of such property
      for
      its present purposes, (e) deposits or other liens to secure the performance
      of
      bids, trade contracts (other than for Debt), leases, statutory obligations,
      surety and appeal bonds, performance bonds and other obligations of a like
      nature incurred in the ordinary course of business; (f) any banker's Lien or
      right of offset on moneys of the Company or any of its Subsidiaries in favor
      of
      any lender or holder of its commercial paper deposited with such lender or
      holder in the ordinary course of business; (g) interest of lessees in property
      owned by the Company or any of its Subsidiaries where such interests are created
      in the ordinary course of their respective leasing activities and are not
      created directly or indirectly in connection with the borrowing of money or
      the
      securing of Debt by the Company or any of its Subsidiaries; (h) 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; (i) Liens arising
      from or related to precautionary UCC or like personal property security
      financing statements regarding operating leases (if any) entered into by the
      Company and its Subsidiaries in the ordinary course of business; (j) licenses,
      sublicenses, leases and subleases, to the extent that such would be an
      encumbrance, in each case entered into in the ordinary course of business and
      not materially interfering with the business of the Company or any of its
      Subsidiaries and (k) liens arising from judgments not otherwise constituting
      an
      Event of Default.

     

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

     

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

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Professional
      Market Party”
means
      a
      professional market party (professionele
      marktpartij)
      within
      the meaning of the Exemption Regulation and the Dutch Central Bank’s Policy
      Guidelines, which as of the date of this Agreement include, without limitation,
      (i) certain credit institutions, insurance companies,
      pension
      funds, securities intermediaries, asset managers and investment institutions
      that are registered and subject to government supervision in The Netherlands,
      any other European Economic Area member state, Monaco, Puerto Rico, Saudi
      Arabia, Turkey, South Korea, the United States, Japan, Australia, Canada,
      Mexico, New Zealand or Switzerland and subsidiaries thereof which are subject
      to
      government supervision, (ii) central governments, international treaty
      organizations and supranational public institutions, (iii) companies which
      have
      assets with a book value of EUR500,000,000 or more, according to their annual
      accounts as per the end of their financial year preceding the year in which
      they
      grant or obtain the relevant loan or a portion thereof, (iv) companies or
      natural persons with net assets of EUR10,000,000 or more as per the end of
      the
      preceding calendar year and which have been active on the financial markets
      with
      an average of at least two transactions per month during the preceding two
      consecutive years, (v) persons under supervision of the regulatory authority
      as
      referred to in section 1 subsection f of the Decree on the Supervision of the
      Securities Trade 1995 (Besluit
      toezicht effectenverkeer 1995),
      or
      under supervision of the regulatory authority of another state to be active
      on
      the financial markets, (vi) legal entities or partnerships which, pursuant
      to
      their latest (consolidated) financial statements meet
      two of
      the following three criteria: (a) an average number of employees during the
      financial year of 250 or more, (b) according to their balance sheet having
      an
      asset-value of at least EUR43,000,000, and (c) yearly turnover of at least
      EUR50,000,000, (vii) a legal entity or partnership having the sole corporate
      purpose of investing in securities and (viii) collective investment institutions
      that are exempt from the Act on the Supervision of Collective Investment Schemes
      pursuant to section 1 or 2 of the Regulation of the Minister of Finance of
      9
      October 1990 implementing section 14 of that Act.

     

    “Public
      Debt Rating”
means,
      as of any date, the rating that has been most recently announced by either
      S&P or Moody's, as the case may be, for any class of non-credit enhanced
      long-term senior unsecured debt issued by the Company or, if any such rating
      agency shall have issued more than one such rating, the lowest such rating
      issued by such rating agency. For purposes of the foregoing, (a) if only
      one of S&P and Moody's shall have in effect a Public Debt Rating, the
      Applicable Margin and the Applicable Percentage shall be determined by reference
      to the available rating; (b) if neither S&P nor Moody's shall have in
      effect a Public Debt Rating, the Applicable Margin, the Applicable Percentage
      will be set in accordance with Level 5 under the definition of
“Applicable
      Margin”
or
      “Applicable
      Percentage”,
      as the
      case may be; (c) if the ratings established by S&P and Moody's shall
      fall within different levels, the Applicable Margin and the Applicable
      Percentage shall be based upon the higher rating unless the such ratings differ
      by two or more levels, in which case the applicable level will be deemed to
      be
      one level above the lower of such levels; (d) if any rating established by
      S&P or Moody's shall be changed, such change shall be effective as of the
      date on which such change is first announced publicly by the rating agency
      making such change; and (e) if S&P or Moody's shall change the basis on
      which ratings are established, each reference to the Public Debt Rating
      announced by S&P or Moody's, as the case may be, shall refer to the then
      equivalent rating by S&P or Moody's, as the case may be.

     

    “Ratable
      Share”
of
      any
      amount means, with respect to any Lender at any time, the product of such amount
      times
      a
      fraction the numerator of which is the amount of such Lender's Revolving Credit
      Commitment at such time (or, if the Revolving Credit Commitments shall have
      been
      terminated pursuant to Section 2.05 or 6.01, such Lender's Revolving Credit
      Commitment as in effect immediately prior to such termination) and the
      denominator of which is the aggregate amount of all Revolving Credit Commitments
      at such time (or, if the Revolving Credit Commitments shall have been terminated
      pursuant to Section 2.05 or 6.01, the aggregate amount of all Revolving
      Credit Commitments as in effect immediately prior to such
      termination).

     

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

     

    “Register”
has
      the
      meaning specified in Section 9.07(d).

     

    “Required
      Lenders”
means
      at any time Lenders having at least a majority in interest of the Revolving
      Credit Commitments or if the Commitments shall have been terminated, Lenders
      owed at least a majority in interest of the sum of the then aggregate unpaid
      principal amount (based on the Equivalent in Dollars at such time) of the
      Advances.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    

      “Revolving
        Credit Commitment”
means
        as to any Lender (a) the Dollar amount set forth opposite such Lender's
        name on Schedule I hereto as such Lender's "Revolving Credit Commitment",
        (b) if
        such Lender has become a Lender hereunder pursuant to an Assumption Agreement,
        the Dollar amount of the “Revolving Credit Commitment” of such Lender set forth
        in such Assumption Agreement or (c) if such Lender has entered into an
        Assignment and Acceptance, the Dollar amount of the “Revolving Credit
        Commitment” of such Lender set forth in the Register maintained by the Agent
        pursuant to Section 9.07(d), as such amount may be reduced pursuant to
        Section 2.05 or increased pursuant to Section 2.18.

    

     

    “S&P”
means
      Standard & Poor's, a division of The McGraw-Hill Companies,
      Inc.

     

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

     

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

     

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

     

    “Security
      Period”
means
      any period from the date that the Public Debt Ratings are BB or lower by S&P
      or Ba2 or lower by Moody's until the earlier of (a) the date, if any, that
      the
      Public Debt Ratings are at least BB+ by S&P and Ba1 by Moody's and (b) the
      later of (i) the repayment in full of all Advances and the termination or
      expiration of all Letters of Credit (or the provision of cash collateral or
      other credit support therefor satisfactory to the applicable Issuing Banks
      thereof) and (ii) the Termination Date.

     

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

     

    “Solvent”
and
      “Solvency”
mean,
      with respect to any Person on a particular date, that on such date (a) the
      fair value of the property of such Person is greater than the total amount
      of
      liabilities, including, without limitation, 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 and (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. 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.

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Sub-Agent”
means
      (i) Citibank International plc or (ii) with respect to the Canadian Subfacility,
      Citibank, N.A., Canadian Branch.

     

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

     

    “Subsidiary”
of
      any
      Person means any corporation, partnership, joint venture, limited liability
      company, trust or estate of which (or in which) more than 50% of (a) the
      issued and outstanding capital stock having ordinary voting power to elect
      a
      majority of the Board of Directors of such corporation (irrespective of whether
      at the time capital stock of any other class or classes of such corporation
      shall or might have voting power upon the occurrence of any contingency),
      (b) the interest in the capital or profits of such limited liability
      company, partnership or joint venture or (c) the beneficial interest in
      such trust or estate is at the time directly or indirectly owned or controlled
      by such Person, by such Person and one or more of its other Subsidiaries or
      by
      one or more of such Person's other Subsidiaries.

     

    “Subsidiary
      Guarantors”
means
      the Subsidiaries of the Company listed on Schedule II hereto and each other
      Subsidiary of the Company that shall be required to execute and deliver a
      guaranty pursuant to Section 5.01(j).

     

    “Subsidiary
      Guaranty”
means
      the guaranty of the Subsidiary Guarantors set forth in Article VII,
      together with each other guaranty and guaranty supplement delivered pursuant
      to
      Section 5.01(j), in each case as amended, amended and restated, modified or
      otherwise supplemented.

     

    “Termination
      Date”
means
      the earlier of July 1, 2010 and the date of termination in whole of the
      Commitments pursuant to Section 2.05 or 6.01.

     

    “Type”
refers
      to the distinction between Advances bearing interest at the Base Rate and
      Advances bearing interest at the Eurocurrency Rate.

     

    “Unissued
      Letter of Credit Commitment”
means,
      with respect to any Issuing Bank, the obligation of such Issuing Bank to issue
      Letters of Credit for the account of the Borrower or its specified Subsidiaries
      in an amount equal to the excess of (a) the amount of its Letter of Credit
      Commitment over (b) the aggregate Available Amount of all Letters of Credit
      issued by such Issuing Bank.

     

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

     

    “Unused
      Commitment”
means,
      with respect to each Lender at any time, (a) such Lender's Revolving Credit
      Commitment at such time minus
      (b) the
      sum of (i) the aggregate principal amount of all Advances made by such Lender
      (in its capacity as a Lender) and outstanding at such time, plus
      (ii) the
      aggregate Face Amount of all outstanding Bankers’ Acceptances and BA Equivalent
      Notes accepted, purchased, maintained or otherwise made by such Lender or a
      Canadian Lender that is an Affiliate of such Lender, plus
      (iii)
      such Lender's Ratable Share of (A) the aggregate Available Amount of all the
      Letters of Credit outstanding at such time and (B) the aggregate principal
      amount of all Advances made by each Issuing Bank pursuant to
      Section 2.03(c) that have not been ratably funded by such Lender and
      outstanding at such time.

     

    “Voting
      Stock”
means
      capital stock issued by a corporation, or equivalent interests in any other
      Person, the holders of which are ordinarily, in the absence of contingencies,
      entitled to vote for the election of directors (or persons performing similar
      functions) of such Person, even if the right so to vote has been suspended
      by
      the happening of such a contingency.

     

    “Wholly-Owned
      Subsidiary”
of
      any
      Person means any Subsidiary of such Person all of the capital interests of
      which, other than directors' qualifying shares, are owned directly or indirectly
      by such Person.

     

    
      
        
        

      

      
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    “Withdrawal
      Liability”
has
      the
      meaning specified in Part I of Subtitle E of Title IV of
      ERISA.

     

    SECTION
      1.02. Computation
      of Time Periods; Other Definitional Provisions.
      In this
      Agreement and the other Loan Documents in the computation of periods of time
      from a specified date to a later specified date, the word “from” means “from and
      including” and the words “to” and “until” each mean “to but excluding”.
      References in the Loan Documents to any agreement or contract “as amended” shall
      mean and be a reference to such agreement or contract as amended, amended and
      restated, supplemented or otherwise modified from time to time in accordance
      with its terms.

     

    SECTION
      1.03. Accounting
      Terms.
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with generally accepted accounting principles consistent with those
      applied in the preparation of the financial statements referred to in
      Section 4.01(g) (“GAAP”).

     

    ARTICLE
      II

     

    AMOUNTS
      AND TERMS OF THE ADVANCES, LETTERS OF CREDIT 

    AND
      BANKERS’ ACCEPTANCES

     

    SECTION
      2.01. The
      Advances and Letters of Credit.
      (a)
The
      Advances.
      Each
      Lender severally agrees, on the terms and conditions hereinafter set forth,
      to
      make Advances to any Borrower from time to time on any Business Day during
      the
      period from the Effective Date until the Termination Date in an amount (based
      in
      respect of any Advances to be denominated in a Committed Currency by reference
      to the Equivalent thereof in Dollars determined on the date of delivery of
      the
      applicable Notice of Borrowing) not to exceed such Lender's Unused Commitment.
      Each Borrowing shall be in an amount not less than the Borrowing Minimum or
      the
      Borrowing Multiple in excess thereof and shall consist of Advances of the same
      Type and in the same currency made on the same day by the Lenders ratably
      according to their respective Unused Commitments. Within the limits of each
      Lender's Revolving Credit Commitment, any Borrower may borrow under this Section
      2.01(a), prepay pursuant to Section 2.10 and reborrow under this
      Section 2.01(a). No Canadian Borrower may request any Advances under this
      Section 2.01(a).

     

    (b) Letters
      of Credit.
      Each
      Issuing Bank agrees, on the terms and conditions hereinafter set forth, in
      reliance upon the agreements of the other Lenders set forth in this Agreement,
      to issue standby and trade letters of credit (each, a “Letter
      of Credit”)
      denominated in Dollars or any Committed Currency for the account of any Borrower
      (or on behalf of Subsidiaries specified by any Borrower) from time to time
      on
      any Business Day during the period from the Effective Date until 30 days before
      the Termination Date in an aggregate Available Amount (based in respect of
      any
      Letters of Credit to be denominated in a Committed Currency by reference to
      the
      Equivalent thereof in Dollars determined on the date of delivery of the
      applicable Notice of Issuance) (i) for all Letters of Credit not to exceed
      at
      any time the Letter of Credit Facility at such time, (ii) for all Letters of
      Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank's
      Letter of Credit Commitment at such time and (iii) for each such Letter of
      Credit not to exceed an amount equal to the Unused Commitments of the Lenders
      at
      such time. No Letter of Credit shall have an expiration date (including all
      rights of the applicable Borrower or the beneficiary to require renewal) later
      than the earlier of one year after the issuance thereof (or one year after
      its
      renewal or extension) and ten Business Days before the Termination Date. Within
      the limits referred to above, the Borrowers may from time to time request the
      issuance of Letters of Credit under this Section 2.01(b). Each
      letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a
      Letter of Credit issued hereunder, and each Lender that is an issuer of such
      a
      Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing
      Bank for each such letter of credit, provided
      that any
      renewal or replacement of any such letter of credit shall be issued by an
      Issuing Bank pursuant to the terms of this Agreement.

     

    (c) The
      Bankers’ Acceptances.
      Each
      Canadian Lender severally agrees on the terms and conditions hereinafter set
      forth, in the case of each BA Lender, to accept Drafts (each such Draft so
      accepted, a “Bankers’
      Acceptance”)
      for
      the account of any Canadian Borrower, and to purchase such Bankers’ Acceptances
      and in the case of non-BA Lenders to make BA Equivalents Advances, from time
      to
      time on any Canadian Business Day during the period from the Effective Date
      until the Termination Date; provided,
      that
      the Face Amount of such Bankers’ Acceptance and of any BA Equivalent Note shall
      not exceed the lesser of (x) the Unused BA Commitment of such Canadian Lender
      and (y) the Unused Commitment of such Canadian Lender or the Lender that is
      an
      Affiliate of such Canadian Lender; provided,
      further,
      that
      after giving effect to any Drawing under this Section 2.01(c), the sum of the
      Equivalent in Dollars on such date of the aggregate Face Amount of all
      outstanding Bankers’ Acceptances and BA Equivalent Notes shall not exceed
      US$50,000,000. Each Drawing shall consist of the creation and purchase of
      Bankers’ Acceptances and the making of BA Equivalent Notes at or about the same
      time by the Canadian Lenders ratably in accordance with their respective BA
      Commitments. Within the limits of each Canadian Lender’s BA Commitment and
      within the limits referred to above in this Section 2.01(c), the Canadian
      Borrowers may borrow under this Section 2.01(c), repay pursuant to
      Section 2.19(j) and reborrow under this Section 2.01(c).

     

    
      
        
        

      

      
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    SECTION
      2.02. Making
      the Advances.
      (a)
      Except as otherwise provided in Section 2.03(c), each Borrowing shall be made
      on
      notice, given not later than (x) 11:00 A.M. (New York City time)
      on the second Business Day prior to the date of the proposed Borrowing in the
      case of a Borrowing consisting of Eurocurrency Rate Advances denominated in
      Dollars, (y) 4:00 P.M. (London time) on the third Business Day prior to the
      date
      of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency
      Rate Advances denominated in any Committed Currency, or (z) 11:00 A.M. (New
      York
      City time) on the date of the proposed Borrowing in the case of a Borrowing
      consisting of Base Rate Advances, by any Borrower to the Agent (and, in the
      case
      of a Borrowing consisting of Eurocurrency Rate Advances, simultaneously to
      the
      Sub-Agent), which shall give to each Lender prompt notice thereof by telecopier.
      Each such notice of a Borrowing (a “Notice
      of Borrowing”)
      shall
      be by telephone, confirmed promptly in writing or telecopier in substantially
      the form of Exhibit B-1 hereto, specifying therein the requested
      (i) date of such Borrowing, (ii) Type of Advances comprising such
      Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the
      case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest
      Period and currency for each such Advance. Each Lender shall, before
      11:00 A.M. (New York City time) on the date of such Borrowing, in the
      case of a Borrowing consisting of Advances denominated in Dollars, and before
      11:00 A.M. (London time) on the date of such Borrowing, in the case of a
      Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed
      Currency, make available for the account of its Applicable Lending Office to
      the
      Agent at the applicable Agent's Account, in same day funds, such Lender's
      ratable portion of such Borrowing. After the Agent's receipt of such funds
      and
      upon fulfillment of the applicable conditions set forth in Article III, the
      Agent will make such funds available to the Borrower requesting the Borrowing
      at
      the Agent's address referred to in Section 9.02 or at the applicable
      Payment Office, as the case may be.

     

    (b) Anything
      in subsection (a) above to the contrary notwithstanding, (i) the
      Borrowers may not select Eurocurrency Rate Advances for any Borrowing if the
      aggregate amount of such Borrowing is less than the Borrowing Minimum or if
      the
      obligation of the Lenders to make Eurocurrency Rate Advances shall then be
      suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency
      Rate Advances may not be outstanding as part of more than ten separate
      Borrowings.

     

    (c) Each
      Notice of Borrowing shall be irrevocable and binding on the Borrower requesting
      the Borrowing. In the case of any Borrowing that the related Notice of Borrowing
      specifies is to be comprised of Eurocurrency Rate Advances, such Borrower shall
      indemnify each Lender against any loss, cost or expense incurred by such Lender
      as a result of any failure to fulfill on or before the date specified in such
      Notice of Borrowing for such Borrowing the applicable conditions set forth
      in
      Article III, including, without limitation, any loss (excluding loss of
      anticipated profits), cost or expense incurred by reason of the liquidation
      or
      reemployment of deposits or other funds acquired by such Lender to fund the
      Advance to be made by such Lender as part of such Borrowing when such Advance,
      as a result of such failure, is not made on such date.

     

    (d) Unless
      the Agent shall have received notice from a Lender prior to the time of any
      Borrowing that such Lender will not make available to the Agent such Lender's
      ratable portion of such Borrowing, the Agent may assume that such Lender has
      made such portion available to the Agent on the date of such Borrowing in
      accordance with subsection (a) of this Section 2.02, and the Agent
      may, in reliance upon such assumption, make available to the Borrower requesting
      the Borrowing on such date a corresponding amount. If and to the extent that
      such Lender shall not have so made such ratable portion available to the Agent,
      such Lender and such Borrower severally agree to repay to the Agent forthwith
      on
      demand such corresponding amount together with interest thereon, for each day
      from the date such amount is made available to such Borrower until the date
      such
      amount is repaid to the Agent, at (i) in the case of such Borrower, the
      higher of (A) the interest rate applicable at the time to the Advances
      comprising such Borrowing and (B) the cost of funds incurred by the Agent in
      respect of such amount and (ii) in the case of such Lender (A) the Federal
      Funds Rate in the case of Advances denominated in Dollars or (B) the cost of
      funds incurred by the Agent in respect of such amount in the case of Advances
      denominated in Committed Currencies. If such Lender shall repay to the Agent
      such corresponding amount, such amount so repaid shall constitute such Lender's
      Advance as part of such Borrowing for purposes of this Agreement.

     

    
      
        
        

      

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

     

    (f) If
      the
      respective Unused Commitments of the Lenders on the first day of an Interest
      Period for any Borrowing are different from the respective Unused Commitments
      of
      the Lenders on the last day of such Interest Period, the Agent shall so notify
      the Lenders and the respective Advances shall be reallocated among the Lenders
      so that, after giving effect to such reallocation, the Advances comprising
      such
      Borrowing and continuing into the subsequent Interest Period are funded by
      the
      Lenders ratably according to their respective Unused Commitments on such last
      day. Each Lender agrees that the conditions precedent set forth in Section
      3.03
      shall not apply to any additional amounts required to be funded by such Lender
      pursuant to this Section 2.02(f).

     

    SECTION
      2.03. Issuance
      of and Drawings and Reimbursement Under Letters of Credit.
      (a)
Request
      for Issuance.
      (i)
      Each Letter of Credit shall be issued upon notice, given not later than
      11:00 A.M. (New York City time) on the fifth Business Day prior to the
      date of the proposed issuance of such Letter of Credit (or on such shorter
      notice as the applicable Issuing Bank may agree), by any Borrower to any Issuing
      Bank, and such Issuing Bank shall give the Agent prompt notice thereof. Each
      such notice by a Borrower of issuance of a Letter of Credit (a “Notice
      of Issuance”)
      shall
      be by telecopier, telephone or email, as specified by such Issuing Bank to
      be
      its preferred method of notification, specifying therein the requested
      (A) date of such issuance (which shall be a Business Day),
      (B) Available Amount of such Letter of Credit, (C) expiration date of
      such Letter of Credit (which shall not be later than 10 Business Days before
      the
      Termination Date), (D) name and address of the beneficiary of such Letter
      of Credit and (E) form of such Letter of Credit. Such Letter of Credit
      shall be issued pursuant to such application and agreement for letter of credit
      as such Issuing Bank and the applicable Borrower shall agree for use in
      connection with such requested Letter of Credit (a “Letter
      of Credit Agreement”).
      If
      the requested form of such Letter of Credit is acceptable to such Issuing Bank
      in its reasonable discretion (it being understood that any such form shall
      have
      only explicit documentary conditions to draw and shall not include discretionary
      conditions), such Issuing Bank will, upon fulfillment of the applicable
      conditions set forth in Section 3.03, make such Letter of Credit available
      to
      the applicable Borrower at its office referred to in Section 9.02 or as
      otherwise agreed with such Borrower in connection with such issuance. In the
      event and to the extent that the provisions of any Letter of Credit Agreement
      shall conflict with this Agreement, the provisions of this Agreement shall
      govern.

     

    (b) Participations.
      By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      or decreasing the amount thereof) and without any further action on the part
      of
      the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants
      to
      each Lender, and each Lender hereby acquires from such Issuing Bank, a
      participation in such Letter of Credit equal to such Lender's Ratable Share
      of
      the Available Amount of such Letter of Credit. Each Borrower hereby agrees
      to
      each such participation. In consideration and in furtherance of the foregoing,
      each Lender hereby absolutely and unconditionally agrees to pay to the Agent,
      for the account of such Issuing Bank, such Lender's Ratable Share of each
      drawing made under a Letter of Credit funded by such Issuing Bank and not
      reimbursed by the applicable Borrower on the date made, or of any reimbursement
      payment required to be refunded to such Borrower for any reason, which amount
      will be advanced, and deemed to be an Advance to such Borrower hereunder,
      regardless of the satisfaction of the conditions set forth in Section 3.03.
      Each
      Lender acknowledges and agrees that its obligation to acquire participations
      pursuant to this paragraph in respect of Letters of Credit is absolute and
      unconditional and shall not be affected by any circumstance whatsoever,
      including any amendment, renewal or extension of any Letter of Credit or the
      occurrence and continuance of a Default or reduction or termination of the
      Revolving Credit Commitments, and that each such payment shall be made without
      any offset, abatement, withholding or reduction whatsoever. Each Lender further
      acknowledges and agrees that its participation in each Letter of Credit will
      be
      automatically adjusted to reflect such Lender's Ratable Share of the Available
      Amount of such Letter of Credit at each time such Lender's Revolving Credit
      Commitment is amended pursuant to a Commitment Increase in accordance with
      Section 2.18, an assignment in accordance with Section 9.07 or otherwise
      pursuant to this Agreement.

     

    
      
        
        

      

      
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    (c) Drawing
      and Reimbursement.
      The
      payment by an Issuing Bank of a draft drawn under any Letter of Credit which
      is
      not reimbursed by the applicable Borrower on the date made shall constitute
      for
      all purposes of this Agreement the making by any such Issuing Bank of an
      Advance, which in the case of a Letter of Credit denominated in Dollars shall
      be
      a Base Rate Advance, in the amount of such draft, and in the case of a Letter
      of
      Credit denominated in any Committed Currency, shall be exchanged into an
      Equivalent amount of Dollars and shall be a Base Rate Advance in the amount
      of
      the Dollar Equivalent of such draft, without regard to whether the making of
      such an Advance would exceed such Issuing Bank's Unused Commitment. Each Issuing
      Bank shall give prompt notice of each drawing under any Letter of Credit issued
      by it to the applicable Borrower and the Agent. Upon written demand by such
      Issuing Bank, with a copy of such demand to the Agent and the applicable
      Borrower, each Lender shall pay to the Agent such Lender's Ratable Share of
      such
      outstanding Advance pursuant to Section 2.03(b). Each Lender acknowledges and
      agrees that its obligation to make Advances pursuant to this paragraph in
      respect of Letters of Credit is absolute and unconditional and shall not be
      affected by any circumstance whatsoever, including any amendment, renewal or
      extension of any Letter of Credit or the occurrence and continuance of a Default
      or reduction or termination of the Revolving Credit Commitments, and that each
      such payment shall be made without any offset, abatement, withholding or
      reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer
      such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share
      of
      an outstanding Advance on (i) the Business Day on which demand therefor is
      made by such Issuing Bank, provided
      that
      notice of such demand is given not later than 11:00 A.M. (New York
      City time) on such Business Day, or (ii) the first Business Day next
      succeeding such demand if notice of such demand is given after such time. If
      and
      to the extent that any Lender shall not have so made the amount of such Advance
      available to the Agent, such Lender agrees to pay to the Agent forthwith on
      demand such amount together with interest thereon, for each day from the date
      of
      demand by any such Issuing Bank until the date such amount is paid to the Agent,
      at the Federal Funds Rate for its account or the account of such Issuing Bank,
      as applicable. If such Lender shall pay to the Agent such amount for the account
      of any such Issuing Bank on any Business Day, such amount so paid in respect
      of
      principal shall constitute an Advance made by such Lender on such Business
      Day
      for purposes of this Agreement, and the outstanding principal amount of the
      Advance made by such Issuing Bank shall be reduced by such amount on such
      Business Day.

     

    (d) Letter
      of Credit Reports.
      Each
      Issuing Bank shall furnish (A) to the Agent, unless otherwise requested by
      the
      Agent, a written report, on or prior to each Business Day on which such Issuing
      Bank expects to cause an issuance of any Letter of Credit, including in such
      report the date of such issuance, the nature of such issuance, and the aggregate
      face amount of the Letters of Credit included in such issuance and outstanding
      after giving effect to such issuance (and whether the amount thereof changed),
      (B) to the Agent (with a copy to the Company), on the first Business Day of
      each calendar quarter a written report summarizing issuance and expiration
      dates
      of Letters of Credit issued by such Issuing Bank during the preceding quarter
      and drawings during such quarter under all Letters of Credit and (C) to the
      Agent (with a copy to the Company) on the first Business Day of each calendar
      quarter a written report setting forth the average daily aggregate Available
      Amount during the preceding calendar quarter of all Letters of Credit issued
      by
      such Issuing Bank. The Agent shall provide copies of such reports promptly
      to
      each Lender.

     

    (e) Failure
      to Make Advances.
      The
      failure of any Lender to make the Advance to be made by it on the date specified
      in Section 2.03(c) shall not relieve any other Lender of its obligation
      hereunder to make its Advance on such date, but no Lender shall be responsible
      for the failure of any other Lender to make the Advance to be made by such
      other
      Lender on such date.

     

    (f) “Lender”
      in Relation to Letters of Credit.
      Notwithstanding the foregoing, for purposes of this Section 2.03 and for all
      purposes related to the issuance of or participation in Letters of Credit,
      including any fees Payable to or Advances required to be made by a Lender in
      connection with any Letter of Credit, the term “Lender” shall be limited to
      those Lenders that have a Revolving Credit Commitment.

     

    SECTION
      2.04. Fees.
      (a)
Facility
      Fee.
      The
      Company agrees to pay to the Agent for the account of each Lender a facility
      fee
      on the aggregate amount of such Lender's Revolving Credit Commitment from the
      date hereof in the case of each Initial Lender and from the effective date
      specified in the Assumption Agreement or in the Assignment and Acceptance
      pursuant to which it became a Lender in the case of each other Lender until
      the
      Termination Date at a rate per annum equal to the Applicable Percentage in
      effect from time to time, payable in arrears quarterly on the last day of each
      March, June, September and December, commencing September 30, 2005, and on
      the
      Termination Date.

     

    
      
        
        

      

      
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    (b) Letter
      of Credit Fees.
      (i)
      Each Borrower shall pay to the Agent for the account of each Lender a commission
      on such Lender's Ratable Share of the average daily aggregate Available Amount
      of all Letters of Credit issued for the account of such Borrower and outstanding
      from time to time at a rate per annum equal to the Applicable Margin for
      Eurocurrency Rate Advances in effect from time to time during such calendar
      quarter, payable in arrears quarterly on the last day of each March, June,
      September and December, commencing with the quarter ended September 30, 2005,
      and on the Termination Date; provided
      that the
      Applicable Margin shall be 2% above the Applicable Margin in effect upon the
      occurrence and during the continuation of an Event of Default if such Borrower
      is required to pay default interest pursuant to Section 2.07(b).

     

    (ii) Each
      Borrower shall pay to each Issuing Bank, for its own account, a fronting fee
      and
      such other commissions, issuance fees, transfer fees and other fees and charges
      in connection with the issuance or administration of each Letter of Credit
      as
      such Borrower and such Issuing Bank shall agree.

     

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

     

    SECTION
      2.05. Termination
      or Reduction of the Commitments.
      The
      Company shall have the right, upon at least three Business Days' notice to
      the
      Agent, to terminate in whole or permanently reduce ratably in part the Unused
      Commitments, the Unused BA Commitments or the Unissued Letter of Credit
      Commitments of the Lenders, provided
      that
      each partial reduction shall be in a minimum aggregate amount of $5,000,000
      (or
      CN$5,000,000 in the case of Unused BA Commitments) or an integral multiple
      of
      $1,000,000 (or CN$1,000,000 in the case of Unused BA Commitments) in excess
      thereof. The BA Commitments shall be permanently reduced from time to time
      on
      the date of each reduction in the Unused Commitments by the amount, if any,
      by
      which the aggregate amount of the BA Commitments exceeds the Unused Commitments
      after giving effect to such reduction of the Unused Commitments.

     

    SECTION
      2.06. Repayment
      of Advances and Letter of Credit Drawings.
      (a)
Advances.
      Each
      Borrower shall repay to the Agent for the ratable account of the Lenders on
      the
      Termination Date the aggregate principal amount of the Advances made to it
      and
      then outstanding.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (iv) any
      statement or any other document presented under a Letter of Credit proving
      to be
      forged, fraudulent, invalid or insufficient in any respect or any statement
      therein being untrue or inaccurate in any respect;

     

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

     

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

     

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

     

    SECTION
      2.07. Interest
      on Advances.
      (a)
Scheduled
      Interest.
      Each
      Borrower shall pay interest on the unpaid principal amount of each Advance
      made
      to it and owing to each Lender from the date of such Advance until such
      principal amount shall be paid in full, at the following rates per
      annum:

     

    (i) Base
      Rate Advances.
      During
      such periods as such Advance is a Base Rate Advance, a rate per annum equal
      at
      all times to the sum of (x) the Base Rate in effect from time to time
plus
      (y) the Applicable Margin in effect from time to time, payable in arrears
      quarterly on the last day of each March, June, September and December during
      such periods and on the date such Base Rate Advance shall be Converted or paid
      in full.

     

    (ii) Eurocurrency
      Rate Advances.
      During
      such periods as such Advance is a Eurocurrency Rate Advance, a rate per annum
      equal at all times during each Interest Period for such Advance to the sum
      of
      (x) the Eurocurrency Rate for such Interest Period for such Advance
plus
      (y) the Applicable Margin in effect from time to time, payable in arrears
      on the last day of such Interest Period and, if such Interest Period has a
      duration of more than three months, on each day that occurs during such Interest
      Period every three months from the first day of such Interest Period and on
      the
      date such Eurocurrency Rate Advance shall be Converted or paid in
      full.

     

    (b) Default
      Interest.
      Upon
      the occurrence and during the continuance of an Event of Default under Section
      6.01(a), the Agent may, and upon the request of the Required Lenders shall,
      require the Borrowers to pay interest (“Default
      Interest”)
      on
      (i) the unpaid principal amount of each Advance owing to each Lender,
      payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
      above, at a rate per annum equal at all times to 2% per annum above the rate
      per
      annum required to be paid on such Advance pursuant to clause (a)(i) or
      (a)(ii) above and (ii) to the fullest extent permitted by law, the amount
      of any interest, fee or other amount payable under this Agreement or any other
      Loan Document that is not paid when due, from the date such amount shall be
      due
      until such amount shall be paid in full, payable in arrears on the date such
      amount shall be paid in full and on demand, at a rate per annum equal at all
      times to 2% per annum above the rate per annum required to be paid on Base
      Rate
      Advances pursuant to clause (a)(i) above; provided,
      however,
      that
      following acceleration of the Advances pursuant to Section 6.01, Default
      Interest shall accrue and be payable hereunder whether or not previously
      required by the Agent.

     

    SECTION
      2.08. Interest
      Rate Determination.
      (a)
      Each Reference Bank agrees, if requested by the Agent, to furnish to the Agent
      timely information for the purpose of determining each Eurocurrency Rate. If
      any
      one or more of the Reference Banks shall not furnish such timely information
      to
      the Agent for the purpose of determining any such interest rate, the Agent
      shall
      determine such interest rate on the basis of timely information furnished by
      the
      remaining Reference Banks. The Agent shall give prompt notice to the Company
      and
      the Lenders of the applicable interest rate determined by the Agent for purposes
      of Section 2.07(a)(i) or (ii), and the rate, if any, furnished by each
      Reference Bank for the purpose of determining the interest rate under
      Section 2.07(a)(ii).

     

    
      
        
        

      

      
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    (b) If,
      with
      respect to any Eurocurrency Rate Advances, the Required Lenders notify the
      Agent
      that (i) they are unable to obtain matching deposits in the London
      inter-bank market at or about 11:00 A.M. (London time) on the second Business
      Day before the making of a Borrowing in sufficient amounts to fund their
      respective Advances as a part of such Borrowing during its Interest Period
      or
      (ii) the Eurocurrency Rate for any Interest Period for such Advances will
      not adequately reflect the cost to such Required Lenders of making, funding
      or
      maintaining their respective Eurocurrency Rate Advances for such Interest
      Period, the Agent shall forthwith so notify the Company and the Lenders,
      whereupon (A) the Borrower of such Eurocurrency Rate Advances will, on the
      last day of the then existing Interest Period therefor, (1) if such
      Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such
      Advances or (y) Convert such Advances into Base Rate Advances and (2) if
      such Eurocurrency Rate Advances are denominated in any Committed Currency,
      either (x) prepay such Advances or (y) exchange such Advances into an
      Equivalent amount of Dollars and Convert such Advances into Base Rate Advances
      and (B) the obligation of the Lenders to make, or to Convert Advances into,
      Eurocurrency Rate Advances shall be suspended until the Agent shall notify
      the
      Company and the Lenders that the circumstances causing such suspension no longer
      exist.

     

    (c) If
      any
      Borrower shall fail to select the duration of any Interest Period for any
      Eurocurrency Rate Advances in accordance with the provisions contained in the
      definition of “Interest Period” in Section 1.01, the Agent will forthwith
      so notify such Borrower and the Lenders and such Advances will automatically
      be
      continued as Eurocurrency Rate Advances having an Interest Period of one
      month.

     

    (d) On
      the
      date on which the aggregate unpaid principal amount of Eurocurrency Rate
      Advances comprising any Borrowing shall be reduced, by payment or prepayment
      or
      otherwise, to less than the Borrowing Minimum, such Advances shall automatically
      (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert
      into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
      denominated in a Committed Currency, be exchanged for an Equivalent amount
      of
      Dollars and Convert into Base Rate Advances.

     

    (e) Upon
      the
      occurrence and during the continuance of any Event of Default, (i) each
      Eurocurrency Rate Advance will automatically, on the last day of the then
      existing Interest Period therefor, (A) if such Eurocurrency Rate Advances
      are denominated in Dollars, be Converted into Base Rate Advances and (B) if
      such Eurocurrency Rate Advances are denominated in any Committed Currency,
      be
      exchanged for an Equivalent amount of Dollars and be Converted into Base Rate
      Advances and (ii) the obligation of the Lenders to make, or to Convert
      Advances into, Eurocurrency Rate Advances shall be suspended.

     

    (f) If
      Moneyline Telerate Markets Page 3750 is unavailable and fewer than two Reference
      Banks furnish timely information to the Agent for determining the Eurocurrency
      Rate for any Eurocurrency Rate Advances after the Agent has requested such
      information,

     

    (i) the
      Agent
      shall forthwith notify the applicable Borrower and the Lenders that the interest
      rate cannot be determined for such Eurocurrency Rate Advances,

     

    (ii) each
      such
      Advance will automatically, on the last day of the then existing Interest Period
      therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars,
      Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance
      is denominated in any Committed Currency, be prepaid by the applicable Borrower
      or be automatically exchanged for an Equivalent amount of Dollars and be
      Converted into a Base Rate Advance (or if such Advance is then a Base Rate
      Advance, will continue as a Base Rate Advance), and

     

    (iii) the
      obligation of the Lenders to make Eurocurrency Rate Advances or to Convert
      Advances into Eurocurrency Rate Advances shall be suspended until the Agent
      shall notify the Company and the Lenders that the circumstances causing such
      suspension no longer exist and the Agent shall promptly notify the Company
      and
      the Lenders following its knowledge thereof.

     

    SECTION
      2.09. Optional
      Conversion of Advances.
      The
      Borrower of any Advance may on any Business Day, upon notice given to the Agent
      not later than 11:00 A.M. (New York City time) on the third Business
      Day prior to the date of the proposed Conversion and subject to the provisions
      of Sections 2.08 and 2.12, Convert all Advances denominated in Dollars of
      one Type comprising the same Borrowing into Advances denominated in Dollars
      of
      the other Type; provided,
      however,
      that
      any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall
      be in
      an amount not less than the minimum amount specified in Section 2.02(c) and
      no Conversion of any Advances shall result in more separate Borrowings than
      permitted under Section 2.02(c). Each such notice of a Conversion shall,
      within the restrictions specified above, specify (i) the date of such
      Conversion, (ii) the Dollar denominated Advances to be Converted, and
      (iii) if such Conversion is into Eurocurrency Rate Advances, the duration
      of the initial Interest Period for each such Advance. Each notice of Conversion
      shall be irrevocable and binding on the Borrower giving such
      notice.

     

    
      
        
        

      

      
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    SECTION
      2.10. Prepayments
      of Advances.
      (a) Optional.
      Each
      Borrower may, upon notice at least two Business Days' prior to the date of
      such
      prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00
      A.M. (New York City time) on the date of such prepayment, in the case of Base
      Rate Advances, to the Agent stating the proposed date and aggregate principal
      amount of the prepayment, and if such notice is given such Borrower shall,
      prepay the outstanding principal amount of the Advances comprising part of
      the
      same Borrowing in whole or ratably in part, together with accrued interest
      to
      the date of such prepayment on the principal amount prepaid; provided,
      however,
      that
      (x) each partial prepayment of Advances shall be in an aggregate principal
      amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess
      thereof and (y) in the event of any such prepayment of a Eurocurrency Rate
      Advance, such Borrower shall be obligated to reimburse the Lenders in respect
      thereof pursuant to Section 9.04(c).

     

    (b) Mandatory.
      (i) If,
      on any date, the Agent notifies the Company that, on any interest payment date,
      the sum of (A) the aggregate principal amount of all Advances denominated in
      Dollars plus the aggregate Available Amount of all Letters of Credit denominated
      in Dollars then outstanding plus (B) the Equivalent in Dollars (determined
      on
      the third Business Day prior to such interest payment date) of the aggregate
      principal amount of all Advances denominated in Committed Currencies plus the
      sum of the Face Amount of all Bankers’ Acceptances and BA Equivalent Notes
      denominated in Canadian Dollars plus the aggregate Available Amount of all
      Letters of Credit denominated in Committed Currencies then outstanding exceeds
      103% of the aggregate Commitments of the Lenders on such date, the Borrowers
      shall, as soon as practicable and in any event within two Business Days after
      receipt of such notice, (x) prepay the outstanding principal amount of any
      Advances owing by the Borrowers in an aggregate amount sufficient to reduce
      such
      sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders
      on such date,
      and (y)
      to the extent necessary after the Borrowers have made all prepayments required
      pursuant to clause (x), cash collateralize the outstanding Bankers’ Acceptances
      and BA Equivalent Notes in accordance with Section 2.19(n) in any aggregate
      amount sufficient to reduce such sum to an amount not to exceed 100% of the
      aggregate Commitments of the Lenders on such date.

     

    (ii) Each
      prepayment made pursuant to this Section 2.10(b) shall be made together with
      any
      interest accrued to the date of such prepayment on the principal amounts prepaid
      and, in the case of any prepayment of a Eurocurrency Rate Advance on a date
      other than the last day of an Interest Period or at its maturity, any additional
      amounts which the applicable Borrower shall be obligated to reimburse to the
      Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall give
      prompt notice of any prepayment required under this Section 2.10(b) to the
      Company and the Lenders.

     

    SECTION
      2.11. Increased
      Costs.
      (a) If,
      due to either (i) the introduction of or any change in or in the
      interpretation of any law or regulation or (ii) the compliance with any
      guideline or request from any central bank or other governmental authority
      including, without limitation, any agency of the European Union or similar
      monetary or multinational authority (whether or not having the force of law),
      there shall be any increase in the cost to any Lender of agreeing to make or
      making, funding or maintaining Eurocurrency Rate Advances or of agreeing to
      issue or of issuing or maintaining or participating in Letters of Credit or
      of
      purchasing, accepting or maintaining Bankers’ Acceptances or BA Equivalent Notes
      (excluding for purposes of this Section 2.11 any such increased costs resulting
      from (i) taxes (as to which Section 2.14 shall govern) and (ii) changes in
      the
      basis or rate of taxation of overall net income or overall gross income by
      the
      United States or by the foreign jurisdiction or state under the laws of which
      such Lender is organized or has its Applicable Lending Office or any political
      subdivision thereof), then the Company shall from time to time, upon demand
      by
      such Lender (with a copy of such demand to the Agent), pay to the Agent for
      the
      account of such Lender additional amounts sufficient to compensate such Lender
      for such increased cost; provided,
      however,
      that
      before making any such demand, each Lender agrees to use reasonable efforts
      (consistent with its internal policy and legal and regulatory restrictions)
      to
      designate a different Applicable Lending Office if the making of such
      designation would avoid the need for, or reduce the amount of, such increased
      cost and would not, in the reasonable judgment of such Lender, be otherwise
      disadvantageous to such Lender. A certificate as to the amount of such increased
      cost, submitted to the Company and the Agent by such Lender, shall be conclusive
      and binding for all purposes, absent manifest error.

     

    
      
        
        

      

      
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    (b) If
      any
      Lender determines that compliance with any law or regulation or any guideline
      or
      request from any central bank or other governmental authority (whether or not
      having the force of law) affects or would affect the amount of capital required
      or expected to be maintained by such Lender or any corporation controlling
      such
      Lender and that the amount of such capital is increased by or based upon the
      existence of such Lender's commitment to lend, to accept, purchase, maintain
      and/or discount Bankers’ Acceptances or BA Equivalent Notes or to issue or
      participate in Letters of Credit hereunder and other commitments of such type
      or
      the issuance or maintenance of or participation in the Letters of Credit (or
      similar contingent obligations), then, upon demand by such Lender (with a copy
      of such demand to the Agent), the Company shall pay to the Agent for the account
      of such Lender, from time to time as specified by such Lender, additional
      amounts sufficient to compensate such Lender or such corporation in the light
      of
      such circumstances, to the extent that such Lender reasonably determines such
      increase in capital to be allocable to the existence of such Lender's commitment
      to lend, to accept, purchase, maintain loans, and/or discount Bankers’
Acceptances or BA Equivalent Notes or to issue or participate in Letters of
      Credit hereunder or to the issuance or maintenance of or participation in any
      Letters of Credit. A certificate as to such amounts submitted to the Company
      and
      the Agent by such Lender shall be conclusive and binding for all purposes,
      absent manifest error.

     

    SECTION
      2.12. Illegality.
      (a)
      Notwithstanding any other provision of this Agreement, if any Lender shall
      notify the Agent that the introduction of or any change in or in the
      interpretation of any law or regulation makes it unlawful, or any central bank
      or other governmental authority asserts that it is unlawful, for any Lender
      or
      its Eurocurrency Lending Office to perform its obligations hereunder to make
      Eurocurrency Rate Advances in Dollars or any Committed Currency or to fund
      or
      maintain Eurocurrency Rate Advances in Dollars or any Committed Currency
      hereunder, (a) each Eurocurrency Rate Advance will automatically at the end
      of the applicable Interest Period therefor or if required by law, upon such
      demand (i) if such Eurocurrency Rate Advance is denominated in Dollars, be
      Converted into a Base Rate Advance and (ii) if such Eurocurrency Rate
      Advance is denominated in any Committed Currency, be exchanged into an
      Equivalent amount of Dollars and be Converted into a Base Rate Advance and
      (b) the obligation of the Lenders to make Eurocurrency Rate Advances or to
      Convert Advances into Eurocurrency Rate Advances shall be suspended until the
      Agent shall notify the Company and the Lenders that the circumstances causing
      such suspension no longer exist (and the Agent shall promptly notify the Company
      and the Lenders following its knowledge thereof).

     

    (b) Notwithstanding
      any other provision of this Agreement, if the introduction of or any change
      in
      the interpretation of any law or regulation shall make it unlawful, or any
      central bank or other governmental authority shall assert that it is unlawful,
      for any Canadian Lender or its Canadian Lending Office to perform its
      obligations hereunder to complete and accept Drafts, to purchase Bankers’
Acceptances or BA Equivalent Notes or to continue to fund or maintain Bankers’
Acceptances or BA Equivalent Notes hereunder, then, on notice thereof and demand
      therefor by such Canadian Lender to the Borrowers through the Agent (i) an
      amount equal to the aggregate Face Amount of all Bankers’ Acceptances and BA
      Equivalent Notes outstanding at such time shall, upon such demand (which shall
      only be made if deemed necessary by the applicable Canadian Lender to comply
      with applicable law), be deposited by the Borrowers with the Agent in accordance
      with Section 2.19(n) until the Maturity Date of each such Bankers’ Acceptance
      and BA Equivalent Note, (ii) upon the Maturity Date of any Bankers’
Acceptance or BA Equivalent Note in respect of which any such deposit has been
      made, the Agent shall be, and hereby is, authorized (without notice to or any
      further action by the Borrowers) to apply, or to direct the Agent to apply,
      such
      amount (or the applicable portion thereof) to the reimbursement of such Bankers’
Acceptance and (iii) the obligation of the Canadian Lenders to complete and
      accept Drafts and purchase Bankers’ Acceptances and BA Equivalent Note shall be
      suspended until the Agent shall notify the Borrowers that such Canadian Lender
      has determined that the circumstances causing such suspension no longer
      exist.

     

    SECTION
      2.13. Payments
      and Computations.
      (a)
      Each Loan Party shall make each payment hereunder and under the other Loan
      Documents (except with respect to principal of, interest on, and other amounts
      relating to, Advances denominated in a Committed Currency), irrespective of
      any
      right of counterclaim or set-off, not later than 11:00 A.M. (New York
      City time) on the day when due in U.S. Dollars to the Agent at the applicable
      Agent's Account in same day funds. Each Loan Party shall make each payment
      hereunder and under the other Loan Documents with respect to principal of,
      interest on, and other amounts relating to, Advances denominated in a Committed
      Currency, irrespective of any right of counterclaim or set-off, not later than
      11:00 A.M. (at the Payment Office for such Committed Currency) on the day
      when due in such Committed Currency to the Agent, by deposit of such funds
      to
      the applicable Agent's Account in same day funds. The Agent will promptly
      thereafter cause to be distributed like funds relating to the payment of
      principal or interest, fees or commissions ratably (other than amounts payable
      pursuant to Section 2.11, 2.14 or 9.04(c)) to the Lenders for the account
      of their respective Applicable Lending Offices, and like funds relating to
      the
      payment of any other amount payable to any Lender to such Lender for the account
      of its Applicable Lending Office, in each case to be applied in accordance
      with
      the terms of this Agreement. Upon any Assuming Lender becoming a Lender
      hereunder as a result of a Commitment Increase pursuant to Section 2.18 and
      upon
      the Agent's receipt of such Lender's Assumption Agreement and recording of
      the
      information contained therein in the Register, from and after the applicable
      Increase Date, the Agent shall make all payments hereunder and under the other
      Loan Documents in respect of the interest assumed thereby to the Assuming
      Lender. Upon its acceptance of an Assignment and Acceptance and recording of
      the
      information contained therein in the Register pursuant to Section 9.07(c),
      from and after the effective date specified in such Assignment and Acceptance,
      the Agent shall make all payments hereunder and under the other Loan Documents
      in respect of the interest assigned thereby to the Lender assignee thereunder,
      and the parties to such Assignment and Acceptance shall make all appropriate
      adjustments in such payments for periods prior to such effective date directly
      between themselves.

     

    
      
        
        

      

      
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    (b) All
      computations of interest based on clause (a) of the definition of the Base
      Rate
      shall be made by the Agent on the basis of a year of 365 or 366 days, as the
      case may be, and all computations of interest based on the Eurocurrency Rate
      or
      the Federal Funds Rate and of fees and Letter of Credit Commissions shall be
      made by the Agent on the basis of a year of 360 days (or, in each case of
      Advances denominated in Committed Currencies where market practice differs,
      in
      accordance with market practice), in each case for the actual number of days
      (including the first day but excluding the last day) occurring in the period
      for
      which such interest, fees or commissions are payable. Each determination by
      the
      Agent of an interest rate hereunder shall be conclusive and binding for all
      purposes, absent manifest error.

     

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

     

    (d) Unless
      the Agent shall have received notice from any Borrower prior to the date on
      which any payment is due to the Lenders hereunder that such Borrower will not
      make such payment in full, the Agent may assume that such Borrower has made
      such
      payment in full to the Agent on such date and the Agent may, in reliance upon
      such assumption, cause to be distributed to each Lender on such due date an
      amount equal to the amount then due such Lender. If and to the extent such
      Borrower shall not have so made such payment in full to the Agent, each Lender
      shall repay to the Agent forthwith on demand such amount distributed to such
      Lender together with interest thereon, for each day from the date such amount
      is
      distributed to such Lender until the date such Lender repays such amount to
      the
      Agent, at (i) the Federal Funds Rate in the case of Advances denominated in
      Dollars or (ii) the cost of funds incurred by the Agent in respect of such
      amount in the case of Advances denominated in Committed Currencies.

     

    (e) To
      the
      extent that the Agent receives funds for application to the amounts owing by
      any
      Borrower under or in respect of this Agreement or any Note in currencies other
      than the currency or currencies required to enable the Agent to distribute
      funds
      to the Lenders in accordance with the terms of this Section 2.13, the Agent
      shall be entitled to convert or exchange such funds into Dollars or into a
      Committed Currency or from Dollars to a Committed Currency or from a Committed
      Currency to Dollars, as the case may be, to the extent necessary to enable
      the
      Agent to distribute such funds in accordance with the terms of this Section
      2.13; provided that each Borrower and each of the Lenders hereby agree that
      the
      Agent shall not be liable or responsible for any loss, cost or expense suffered
      by such Borrower or such Lender as a result of any conversion or exchange of
      currencies affected pursuant to this Section 2.13(f) or as a result of the
      failure of the Agent to effect any such conversion or exchange; and provided
      further that the Borrowers agree to indemnify the Agent and each Lender, and
      hold the Agent and each Lender harmless, for any and all losses, costs and
      expenses incurred by the Agent or any Lender for any conversion or exchange
      of
      currencies (or the failure to convert or exchange any currencies) in accordance
      with this Section 2.13(e).

     

    
      
        
        

      

      
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    (f) Whenever
      any payment hereunder in respect of Bankers’ Acceptances or BA Equivalent Notes
      shall be stated to be due on a day other than a Canadian Business Day such
      payment shall be made on the next succeeding Canadian Business Day.

     

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

     

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

     

    SECTION
      2.14. Taxes.
      (a) Any
      and all payments by each Loan Party to or for the account of any Lender or
      the
      Agent hereunder or under any other Loan Document shall be made, in accordance
      with Section 2.13 or the applicable provisions of such other documents, if
      any, free and clear of and without deduction for any and all present or future
      taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
      with respect thereto, excluding,
      in the
      case of each Lender and the Agent, taxes imposed on its overall net income,
      and
      franchise taxes (including net profits or capital taxes) imposed on it in lieu
      of net income taxes, by the jurisdiction under the laws of which such Lender
      or
      the Agent (as the case may be) is organized or any political subdivision thereof
      and, in the case of each Lender, taxes imposed on its overall net income, and
      franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
      of such Lender's Applicable Lending Office or any jurisdiction in which it
      is
      otherwise treated as doing business (other than a jurisdiction in which such
      Lender would not have been treated as doing business but for and solely as
      a
      result of its execution and delivery of any Loan Document or its exercise of
      its
      rights or performance of its obligations thereunder or otherwise as a result
      of
      its participation (or the participation of an entity in which it owns a
      beneficial interest) in the transactions contemplated by the Loan Documents)
      or
      any political subdivision thereof (all such non-excluded taxes, levies, imposts,
      deductions, charges, withholdings and liabilities in respect of payments
      hereunder or under any other Loan Document being hereinafter referred to as
      “Taxes”).
      In
      addition, it is understood and agreed that a Loan Party shall not be required
      to
      indemnify the Agent or any Lenders for, or pay additional amounts under this
      Section 2.14 with respect to, any withholding Taxes imposed by the United
      States, except to the extent the withholding Taxes would not have been imposed
      but for and solely as a result of a change in applicable law occurring after
      (i)
      the date such Person became a party to this Agreement or (ii) with respect
      to an
      assignment, participation, acquisition, designation of a new Applicable Lending
      Office or the appointment of a successor Agent, the effective date thereof
      except, in each case (x) to the extent and at the rate that such Person's
      predecessor was entitled to such amounts as provided for in Section 2.14(e)
      or
      (y) if the assignment, acquisition, designation of a new Applicable Lending
      Office or the appointment of a successor Agent occurs as a result of the
      Borrower's request pursuant to Section 9.07(a). If any Loan Party shall be
      required by law to deduct any Taxes from or in respect of any sum payable
      hereunder or under any other Loan Document to any Lender or the Agent,
      (1) the sum payable shall be increased as may be necessary so that after
      making all required deductions (including deductions applicable to additional
      sums payable under this Section 2.14) such Lender or the Agent (as the case
      may be) receives an amount equal to the sum it would have received had no such
      deductions been made, (2) such Loan Party shall make such deductions and
      (3) such Loan Party shall pay the full amount deducted to the relevant
      taxation authority or other authority in accordance with applicable
      law.

     

    
      
        
        

      

      
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    (b) In
      addition, the Company shall pay any present or future stamp or documentary
      taxes
      or any other excise or property taxes, charges or similar levies that arise
      from
      any payment made hereunder or under any other Loan Documents or from the
      execution, delivery or registration of, performing under, or otherwise with
      respect to, this Agreement or the other Loan Documents excluding, in each case,
      such amounts that result from an assignment, grant of a participation, transfer
      or designation of a new Applicable Lending Office or other office for receiving
      payments under any Loan Document (hereinafter referred to as “Other
      Taxes”).

     

    (c) Each
      Borrower shall indemnify each Lender and the Agent for and hold it harmless
      against the full amount of Taxes or Other Taxes (including, without limitation,
      Taxes of any kind imposed or asserted by any jurisdiction on amounts payable
      under this Section 2.14) imposed on or paid by such Lender or the Agent (as
      the case may be) and any liability (including penalties, interest and expenses)
      arising therefrom or with respect thereto. This indemnification shall be made
      within 30 days from the date such Lender or the Agent (as the case may be)
      makes
      written demand therefor. A certificate from the Applicable Lender or the Agent
      setting forth in reasonable detail the basis and calculation of such amounts
      shall be deemed to be correct, absent manifest error.

     

    (d) Within
      30
      days after the date of any payment of Taxes, each Loan Party shall furnish
      to
      the Agent, at its address referred to in Section 9.02, the original or a
      certified copy of a receipt evidencing such payment to the extent such a receipt
      is issued therefor, or other written proof of payment thereof that is reasonably
      satisfactory to the Agent.

     

    (e) Each
      Lender organized under the laws of a jurisdiction outside the United States,
      on
      or prior to the date of its execution and delivery of this Agreement in the
      case
      of each Initial Lender and on the date of the Assumption Agreement or the
      Assignment and Acceptance pursuant to which it becomes a Lender in the case
      of
      each other Lender, upon a change in Applicable Lending Office and from time
      to
      time thereafter as reasonably requested in writing by the Company (but only
      so
      long as such Lender remains lawfully able to do so), shall provide each of
      the
      Agent and the Company with two original Internal Revenue Service
      Forms W-8BEN or W-8ECI, as appropriate, or any successor or other form
      prescribed by the Internal Revenue Service, certifying that such Lender is
      exempt from or entitled to a reduced rate of United States withholding tax
      on
      payments pursuant to this Agreement or any other Loan Document. If the form
      provided by a Lender at the time such Lender first becomes a party to this
      Agreement indicates a United States interest withholding tax rate in excess
      of
      zero, withholding tax at such rate shall be considered excluded from Taxes
      unless and until such Lender provides the appropriate forms certifying that
      a
      lesser rate applies, whereupon withholding tax at such lesser rate only shall
      be
      considered excluded from Taxes for periods governed by such form; provided,
      however,
      that,
      if at the date of the Assignment and Acceptance pursuant to which a Lender
      assignee becomes a party to this Agreement, the Lender assignor was entitled
      to
      payments under subsection (a) in respect of United States withholding tax
      with respect to interest paid at such date, then, to such extent, the term
      Taxes
      shall include (in addition to withholding taxes that may be imposed in the
      future or other amounts otherwise includable in Taxes) United States withholding
      tax, if any, applicable with respect to the Lender assignee on such date. If
      any
      form or document referred to in this subsection (e) requires the disclosure
      of information, other than information necessary to compute the tax payable
      and
      information required on the date hereof by Internal Revenue Service
      Form W-8BEN or W-8ECI, that the Lender reasonably considers to be
      confidential, the Lender shall give notice thereof to the Company and shall
      not
      be obligated to include in such form or document such confidential
      information.

     

    (f) For
      any
      period with respect to which a Lender has failed to provide the Company with
      the
      appropriate form, certificate or other document described in
      Section 2.14(e) (other than
      if such
      failure is due to a change in law, or in the interpretation or application
      thereof, occurring subsequent to the date on which a form, certificate or other
      document originally was required to be provided, or if such form, certificate
      or
      other document otherwise is not required under subsection (e) above), such
      Lender shall not be entitled to indemnification or additional amounts under
      Section 2.14(a) or (c) with respect to Taxes imposed by the United States
      by reason of such failure; provided,
      however,
      that
      should a Lender become subject to Taxes because of its failure to deliver a
      form, certificate or other document required hereunder, the Company shall take
      such steps as the Lender shall reasonably request to assist the Lender to
      recover such Taxes.

     

    
      
        
        

      

      
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    (g) If
      the
      Agent of any Lender determines in good faith that it has received a refund
      in
      respect of any Taxes paid by a Borrower pursuant to this Section 2.14, it shall
      within thirty (30) days from the date of such receipt pay over such refund
      to
      the such Borrower (but only to the extent of Taxes paid pursuant to this Section
      2.14, net of all out-of-pocket expenses of such Lender, and with out interest
      (other than interest paid by the relevant taxing authority with respect to
      such
      refund); provided,
      however,
      that
      upon the request of such Lender, the Borrower agrees to repay such amounts
      in
      the event such Lender is required to repay such refund to the relevant taxing
      authority. Nothing in this Section 2.14(g) shall require the Agent or any Lender
      to disclose the contents of its tax returns to any Person.

     

    SECTION
      2.15. Sharing
      of Payments, Etc.
      If any
      Lender shall obtain any payment (whether voluntary, involuntary, through the
      exercise of any right of set-off, or otherwise) on account of the Advances,
      Bankers’ Acceptances or BA Equivalent Notes owing to it (other than (x) as
      payment of an Advance made by an Issuing Bank pursuant to the first sentence
      of
      Section 2.03(c) or (y) pursuant to Section 2.03(b), 2.11, 2.14 or 9.04(c))
      in excess of its Ratable Share of payments on account of the Advances, Bankers’
Acceptances or BA Equivalent Notes obtained by all the Lenders, such Lender
      shall forthwith purchase from the other Lenders such participations in the
      Advances, Bankers’ Acceptances or BA Equivalent Notes owing to them as shall be
      necessary to cause such purchasing Lender to share the excess payment ratably
      with each of them; provided,
      however,
      that if
      all or any portion of such excess payment is thereafter recovered from such
      purchasing Lender, such purchase from each Lender shall be rescinded and such
      Lender shall repay to the purchasing Lender the purchase price to the extent
      of
      such recovery together with an amount equal to such Lender's ratable share
      (according to the proportion of (i) the amount of such Lender's required
      repayment to (ii) the total amount so recovered from the purchasing Lender)
      of any interest or other amount paid or payable by the purchasing Lender in
      respect of the total amount so recovered. Each Borrower agrees that any Lender
      so purchasing a participation from another Lender pursuant to this
      Section 2.15 may, to the fullest extent permitted by law, exercise all its
      rights of payment (including the right of set-off) with respect to such
      participation as fully as if such Lender were the direct creditor of such
      Borrower in the amount of such participation.

     

    SECTION
      2.16. Evidence
      of Debt.
      (a)
      Each Lender shall maintain in accordance with its usual practice an account
      or
      accounts evidencing the indebtedness of each Borrower to such Lender resulting
      from each Advance, Bankers’ Acceptances or BA Equivalent Notes owing to such
      Lender from time to time, including the amounts of principal and interest
      payable and paid to such Lender from time to time hereunder in respect of
      Advances, Bankers’ Acceptances or BA Equivalent Notes. Each Borrower agrees that
      upon notice by any Lender to such Borrower (with a copy of such notice to the
      Agent) to the effect that a Note is required or appropriate in order for such
      Lender to evidence (whether for purposes of pledge, enforcement or otherwise)
      the Advances owing to, or to be made by, such Lender, such Borrower shall
      promptly execute and deliver to such Lender a Note payable to the order of
      such
      Lender in a principal amount up to the Revolving Credit Commitment of such
      Lender. All references to Notes in the Loan Documents shall mean Notes, if
      any,
      to the extent issued hereunder.

     

    (b) The
      Register maintained by the Agent pursuant to Section 9.07(d) shall include
      a
      control account, and a subsidiary account for each Lender, in which accounts
      (taken together) shall be recorded (i) the date and amount of each Borrowing
      made hereunder, the Type of Advances, Bankers’ Acceptances or BA Equivalent
      Notes comprising such Borrowing and, if appropriate, the Interest Period
      applicable thereto, (ii) the terms of each Assumption Agreement and each
      Assignment and Acceptance delivered to and accepted by it, (iii) the amount
      of
      any principal or interest due and payable or to become due and payable from
      each
      Borrower to each Lender hereunder and (iv) the amount of any sum received by
      the
      Agent from such Borrower hereunder and each Lender's share thereof.

     

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

     

    
      
        
        

      

      
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    SECTION
      2.17. Use
      of
      Proceeds.
      The
      proceeds of the Advances and the Letters of Credit shall be available (and
      each
      Borrower agrees that it shall use such proceeds) solely for general corporate
      purposes of such Borrower and its Subsidiaries, including acquisition financing
      relating to the merger of the Company with Great Lakes.

     

    SECTION
      2.18. Increase
      in the Aggregate Commitments.
      (a) The
      Company may, at any time but in any event not more than twice in any calendar
      year prior to the Termination Date, by notice to the Agent, request that the
      aggregate amount of the Commitment be increased by an amount of $10,000,000
      or
      an integral multiple thereof (each a “Commitment
      Increase”)
      to be
      effective as of a date that is at least 90 days prior to the scheduled
      Termination Date then in effect (the “Increase
      Date”)
      as
      specified in the related notice to the Agent; provided,
      however
      that (i)
      in no event shall the aggregate amount of the Commitments at any time exceed
      $750,000,000 and (ii) on the date of any request by the Company for a Commitment
      Increase and on the related Increase Date the applicable conditions set forth
      in
      Section 3.03 shall be satisfied.

     

    (b) The
      Agent
      shall promptly notify the Lenders of a request by the Company for a Commitment
      Increase, which notice shall include (i) the proposed amount of such requested
      Commitment Increase, (ii) the proposed Increase Date and (iii) the date by
      which
      Lenders wishing to participate in the Commitment Increase must commit to an
      increase in the amount of their respective Commitments (the “Commitment
      Date”).
      Each
      Lender that is willing to participate in such requested Commitment Increase
      (each an “Increasing
      Lender”)
      shall,
      in its sole discretion, give written notice to the Agent on or prior to the
      Commitment Date of the amount by which it is willing to increase its Commitment.
      If the Lenders notify the Agent that they are willing to increase the amount
      of
      their respective Commitments by an aggregate amount that exceeds the amount
      of
      the requested Commitment Increase, the requested Commitment Increase shall
      be
      allocated among the Lenders willing to participate therein in such amounts
      as
      are agreed between the Company and the Agent.

     

    (c) Promptly
      following each Commitment Date, the Agent shall notify the Company as to the
      amount, if any, by which the Lenders are willing to participate in the requested
      Commitment Increase. If the aggregate amount by which the Lenders are willing
      to
      participate in any requested Commitment Increase on any such Commitment Date
      is
      less than the requested Commitment Increase, then the Company may extend offers
      to one or more Eligible Assignees to participate in any portion of the requested
      Commitment Increase that has not been committed to by the Lenders as of the
      applicable Commitment Date; provided,
      however,
      that
      the Commitment of each such Eligible Assignee shall be in an amount of
      $5,000,000 or more.

     

    (d) On
      each
      Increase Date, each Eligible Assignee that accepts an offer to participate
      in a
      requested Commitment Increase in accordance with Section 2.18(b) (each such
      Eligible Assignee, an “Assuming

      Lender”)
      shall
      become a Lender party to this Agreement as of such Increase Date and the
      Commitment of each Increasing Lender for such requested Commitment Increase
      shall be so increased by such amount (or by the amount allocated to such Lender
      pursuant to the last sentence of Section 2.18(b)) as of such Increase Date;
      provided,
      however,
      that
      the Agent shall have received on or before such Increase Date the following,
      each dated such date:

     

    (i) (A)
      certified copies of resolutions of the Board of Directors of the Company or
      the
      Executive Committee of such Board approving the Commitment Increase and (B)
      an
      opinion of counsel for the Company (which may be in-house counsel), in
      substantially the form of Exhibit D hereto;

     

    (ii) an
      assumption agreement from each Assuming Lender, if any, in form and substance
      reasonably satisfactory to the Company and the Agent (each an “Assumption
      Agreement”),
      duly
      executed by such Eligible Assignee, the Agent and the Company; and

     

    (iii) confirmation
      from each Increasing Lender of the increase in the amount of its Commitment
      in a
      writing satisfactory to the Company and the Agent.

     

    On
      each
      Increase Date, upon fulfillment of the conditions set forth in the immediately
      preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders
      (including, without limitation, each Assuming Lender) and the Company, on or
      before 1:00 P.M. (New York City time), by telecopier, of the occurrence of
      the
      Commitment Increase to be effected on such Increase Date and shall record in
      the
      Register the relevant information with respect to each Increasing Lender and
      each Assuming Lender on such date. Each Increasing Lender and each Assuming
      Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make
      available for the account of its Applicable Lending Office to the Agent at
      the
      Agent's Account, in same day funds, in the case of such Assuming Lender, an
      amount equal to such Assuming Lender's ratable portion of the Borrowings then
      outstanding (calculated based on its Revolving Credit Commitment as a percentage
      of the aggregate Revolving Credit Commitments outstanding after giving effect
      to
      the relevant Commitment Increase) and, in the case of such Increasing Lender,
      an
      amount equal to the excess of (i) such Increasing Lender's ratable portion
      of
      the Borrowings then outstanding (calculated based on its Revolving Credit
      Commitment as a percentage of the aggregate Revolving Credit Commitments
      outstanding after giving effect to the relevant Commitment Increase) over (ii)
      such Increasing Lender's ratable portion of the Borrowings then outstanding
      (calculated based on its Revolving Credit Commitment (without giving effect
      to
      the relevant Commitment Increase) as a percentage of the aggregate Revolving
      Credit Commitments (without giving effect to the relevant Commitment Increase).
      After the Agent's receipt of such funds from each such Increasing Lender and
      each such Assuming Lender, the Agent will promptly thereafter cause to be
      distributed like funds to the other Lenders for the account of their respective
      Applicable Lending Offices in an amount to each other Lender such that the
      aggregate amount of the outstanding Advances owing to each Lender after giving
      effect to such distribution equals such Lender's ratable portion of the
      Borrowings then outstanding (calculated based on its Revolving Credit Commitment
      as a percentage of the aggregate Revolving Credit Commitments outstanding after
      giving effect to the relevant Commitment Increase).

     

    
      
        
        

      

      
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    SECTION
      2.19. Drawings
      of Bankers’ Acceptances and BA Equivalent Notes.
      (a)
Request
      for Drawing.
      Each
      Drawing shall be made on notice, given not later than 11:00 A.M. (New York
      City
      time) on a Canadian Business Day at least two Canadian Business Days prior
      to
      the date of the proposed Drawing, by any Canadian Borrower to the Agent, which
      shall give each Canadian Lender prompt notice thereof by telecopier. Each notice
      of a Drawing shall be in writing (including by telecopier), in substantially
      the
      form of Exhibit B hereto, specifying therein the requested (i) date of such
      Drawing (which shall be a Canadian Business Day), (ii) aggregate Face Amount
      of
      such Drawing and (iii) initial Maturity Date for each Bankers’ Acceptance and BA
      Equivalent Notes comprising part of such Drawing; provided, however, that,
      if
      the Agent determines in good faith (which determination shall be conclusive
      and
      binding upon such Canadian Borrower) that the Drafts to be accepted and
      purchased as part of any Drawing cannot, due solely to the requested aggregate
      Face Amount thereof, be accepted and/or purchased ratably by the Canadian
      Lenders in accordance with Section 2.01(c), then the aggregate Face Amount
      of
      such Drawing (or the Face Amount of Bankers’ Acceptances and BA Equivalent Notes
      to be created and purchased by any Canadian Lender) shall be reduced to such
      lesser amount as the Agent determines will permit such Drafts comprising part
      of
      such Drawing to be so accepted and purchased. The Agent agrees that it will,
      as
      promptly as practicable, notify such Canadian Borrower of the unavailability
      of
      Bankers’ Acceptances. Each Draft in connection with any requested Drawing (A)
      shall be in a minimum amount of CN$1,000,000 or an integral multiple of
      CN$100,000 in excess thereof, and (B) shall be dated the date of the proposed
      Drawing. Each Canadian Lender that is a BA Canadian Lender shall, before 1:00
      P.M. (New York City time) on the date of each Drawing, complete one or more
      Drafts in accordance with the related Notice of Borrowing, accept such Drafts
      and purchase the Bankers’ Acceptances created thereby for the Drawing Purchase
      Price and shall, before 1:00 P.M. (New York City time) on such date, make
      available for the account of its Applicable Lending Office to the Agent at
      its
      appropriate Agent’s Account, in same day funds, the Drawing Purchase Price
      payable by such Canadian Lender for such Drawing less the Stamping Fee payable
      to such Canadian Lender with respect thereto under Section 2.19(b). Each Non-BA
      Canadian Lender shall, in lieu of accepting its proportionate amount of Bankers
      Acceptances forming part of a Drawing, make available such Canadian Borrower
      a
      loan (a “BA
      Equivalent Note”)
      in
      Canadian Dollars in an amount equal to the Drawing Purchase Price of the
      Bankers’ Acceptances that such Non-BA Canadian Lender would have been required
      to accept if it were a BA Canadian Lender. Each Non-BA Canadian Lender shall,
      before 1:00 P.M. (New York City time) on the date of each Drawing, make
      available for the account of its Applicable Lending Office to the Agent at
      its
      appropriate Agent’s Account, in same day funds, the amount of the BA Equivalent
      Note, less an amount equal to the Stamping Fee that would have been applicable
      to the BA Equivalent Note had it been a Bankers’ Acceptance. Upon the
      fulfillment of the applicable conditions set forth in Section 3.03, the Agent
      will make the funds it has received from the Canadian Lenders available to
      such
      Canadian Borrower requesting such Drawing at the Agent’s address referred to in
      Section 9.02 or at the applicable Payment Office, as the case may
      be.

     

    (b) Stamping
      Fees.
      Each
      Canadian Borrower shall, on the date of each Drawing and on the date of each
      renewal of any outstanding Bankers’ Acceptances or BA Equivalent Notes, pay to
      the Agent, in Canadian Dollars, for the ratable account of the Canadian Lenders
      accepting Drafts and purchasing Bankers’ Acceptances or making BA Equivalent
      Notes, the Stamping Fee with respect to such Bankers’ Acceptances or
      corresponding BA Equivalent Notes. Each Canadian Borrower irrevocably authorizes
      each such Canadian Lender to deduct the Stamping Fee payable with respect to
      each Bankers’ Acceptance or BA Equivalent Notes of such Canadian Lender from the
      Drawing Purchase Price payable by such Canadian Lender in respect of such
      Bankers’ Acceptance or BA Equivalent Notes in accordance with this
      Section 2.19 and to apply such amount so withheld to the payment of such
      Stamping Fee for the account of the applicable Canadian Borrower and, to the
      extent such Stamping Fee is so withheld and legally permitted to be so applied,
      the applicable Canadian Borrower’s obligations under the preceding sentence in
      respect of such Stamping Fee shall be satisfied.

     

    
      
        
        

      

      
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    (c)
       Limitations
      on Drawings.
      Anything in Section 2.19(a) to the contrary notwithstanding, no Canadian
      Borrower may select a Drawing if the obligation of the Canadian Lenders to
      purchase and accept Bankers’ Acceptances shall then be suspended pursuant to
      Section 2.19(e) or 2.12(b).

     

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

     

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

     

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

     

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

     

    (f) Assumptions
      of the Agent.
      Unless
      the Agent shall have received notice from a Canadian Lender prior to the date
      of
      any Drawing that such Canadian Lender will not make available to it such
      Canadian Lender’s ratable share of the proceeds of such Drawing, in accordance
      with Section 2.19(a), the Agent may assume that such Canadian Lender has
      made such ratable share available to it on the date of such Drawing in
      accordance with Section 2.19(a) and the Agent may, in reliance upon such
      assumption, make available to the applicable Canadian Borrower on such date
      a
      corresponding amount. If and to the extent that any such Canadian Lender shall
      not have so made such ratable share available to the Agent, such Canadian Lender
      and the Canadian Borrowers severally agree to repay or pay to the Agent
      forthwith on demand such corresponding amount, together with interest thereon,
      for each day from the date such amount is made available to the applicable
      Canadian Borrower until the date such amount is repaid or paid to the Agent,
      at
      (i) in the case of the applicable Canadian Borrower, a rate per annum equal
      to the BA Rate used in calculating the Drawing Purchase Price with respect
      to
      such Drawing, and (ii) in the case of such Canadian Lender, the Canadian
      Interbank Rate. If such Canadian Lender shall pay to the Agent such
      corresponding amount, such amount so paid shall constitute such Canadian
      Lender’s ratable share of the proceeds of such Drawing for all purposes under
      this Agreement.

     

    
      
        
        

      

      
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    (g) Presigned
      Draft Forms.
      To
      enable the Canadian Lenders which are BA Lenders to create Bankers’ Acceptances
      in accordance with Section 2.01(c) and this Section 2.19, each
      Canadian Borrower intending to make Drawings of Bankers’ Acceptances and
      Notional Bankers’ Acceptances hereby appoints each BA Lender as its attorney to
      sign and endorse on its behalf (for the purpose of acceptance and purchase
      of
      Bankers' Acceptances pursuant to this Agreement), in handwriting or by facsimile
      or mechanical signature as and when deemed necessary by such BA Lender, blank
      forms of Bankers' Acceptances. In this respect, it is each BA Lender's
      responsibility to maintain an adequate supply of blank forms of Bankers'
      Acceptances for acceptance under this Agreement. The Canadian Borrowers
      recognize and agree that all Bankers' Acceptances signed and/or endorsed on
      its
      behalf by a BA Lender shall bind each Canadian Borrower as fully and effectually
      as if signed in the handwriting of and duly issued by the proper signing
      officers of such Canadian Borrower. Each BA Lender is hereby authorized (for
      the
      purpose of acceptance and purchase of Bankers' Acceptances pursuant to this
      Agreement) to issue such Bankers' Acceptances endorsed in blank in such face
      amounts as may be determined by such BA Lender; provided
      that the
      aggregate amount thereof is equal to the aggregate amount of Bankers'
      Acceptances required to be accepted and purchased by such BA Lender. On request
      by any Canadian Borrower, a BA Lender shall cancel all forms of Bankers'
      Acceptances which have been pre-signed or pre-endorsed by or on behalf of the
      Canadian Borrowers and which are held by such BA Lender and have not yet been
      issued in accordance herewith. Each BA Lender further agrees to retain such
      records in the manner and/or the statutory periods provided in the various
      Canadian provincial or federal statutes and regulations which apply to such
      BA
      Lender. Each BA Lender shall maintain a record with respect to Bankers'
      Acceptances held by it in blank hereunder, voided by it for any reason, accepted
      and purchased by it hereunder, and cancelled at their respective maturities.
      Each BA Lender agrees to provide such records to the Canadian Borrowers at
      the
      Canadian Borrowers’ expense upon request. Bankers' Acceptances shall be signed
      by a duly authorized officer or officers of the Canadian Borrowers or by its
      attorneys, including its attorneys appointed pursuant to Section 2.19(g).
      Notwithstanding that any person whose signature appears on any Bankers'
      Acceptance as a signatory for any Canadian Borrower may no longer be an
      authorized signatory for such Canadian Borrower at the date of issuance of
      a
      Bankers' Acceptance, such signature shall nevertheless be valid and sufficient
      for all purposes as if such authority had remained in force at the time of
      such
      issuance, and any such Bankers' Acceptance so signed shall be binding on the
      Canadian Borrowers.

     

    (h) Distribution
      of Bankers’ Acceptances.
      Bankers’ Acceptances purchased by a Canadian Lender in accordance with the terms
      of Section 2.01(c) and this Section 2.19 may, in such Canadian
      Lender’s sole discretion, be held by such Canadian Lender for its own account
      until the applicable Maturity Date or sold, rediscounted or otherwise disposed
      of by it at any time prior thereto in any relevant market therefor.

     

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

     

    (j) Optional
      Renewal/Repayment of Bankers’ Acceptances.
      The
      Canadian Borrowers shall give notice to the Agent not later than 11:00 A.M.
      (New
      York City time) on a Business Day at least two Canadian Business Days prior
      to
      the Maturity Date of the Bankers’ Acceptances and BA Equivalent Notes comprising
      part of the same Drawing, and subject to the provisions of Section 2.12,
      specifying either that the Canadian Borrowers intend to renew all or any portion
      of such Bankers’ Acceptances and BA Equivalent Notes or that the Canadian
      Borrowers intend to repay such maturing Bankers’ Acceptances and BA Equivalent
      Notes. Failure by the Canadian Borrowers to deliver such notice to the Agent
      in
      accordance with this Section 2.19(j) shall be deemed an election by the Canadian
      Borrowers to repay such Bankers’ Acceptances and BA Equivalent Notes on the
      applicable Maturity Date. 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (k) Renewal
      of Bankers’ Acceptances.
      Subject
      to Section 2.19(j), the Canadian Borrowers may elect to renew Bankers’
Acceptances and BA Equivalent Notes comprising part of the same Drawing,
      provided, however, that:

     

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

     

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

    


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

     

    Each
      such
      notice of renewal shall, within the restrictions set forth above, specify
      (A) the date of such renewal (which shall be the then existing Maturity
      Date of such Bankers’ Acceptances and BA Equivalent Notes and shall be a
      Canadian Business Day), (B) the Bankers’ Acceptances to be renewed,
      (C) if less than all of the Bankers’ Acceptances and BA Equivalent Notes
      comprising part of any Drawing are to be renewed, the aggregate Face Amount
      for
      such renewal and (D) the term to maturity of the renewed Bankers’
Acceptances and BA Equivalent Notes (which shall comply with the definition
      of
“Maturity Date” in Section 1.01); provided, however, that, if the Agent
      determines in good faith (which determination shall be conclusive and binding
      upon such Canadian Borrower) that the Bankers’ Acceptances and BA Equivalent
      Notes cannot, due solely to the requested aggregate Face Amount thereof, be
      renewed ratably by the Canadian Lenders, the aggregate Face Amount of such
      renewal (or the Face Amount of Bankers’ Acceptances or BA Equivalent Notes to be
      created by any Canadian Lender) shall be reduced to such lesser amount as the
      Agent determines will permit such renewal to be so made. Each notice of renewal
      under this Section 2.19 shall be irrevocable and binding on the applicable
      Canadian Borrower. Upon any renewal of Bankers’ Acceptances and BA Equivalent
      Notes comprising part of any Drawing in accordance with this
      Section 2.19(k), the Canadian Lenders that hold the Bankers’ Acceptances
      and that made BA Equivalent Notes to be renewed shall exchange such maturing
      Bankers’ Acceptances for new Bankers’ Acceptances and shall make a new BA
      Equivalent Notes, containing the terms set forth in the applicable notice of
      renewal, and the Drawing Purchase Price payable for each such renewed Bankers’
Acceptance and the proceeds of the new BA Equivalent Note shall be applied,
      together with other funds, if necessary, available to the applicable Canadian
      Borrower, to reimburse the Bankers’ Acceptances and BA Equivalent Notes
      otherwise maturing on such date. Each Canadian Borrower hereby irrevocably
      authorizes and directs each Canadian Lender to apply the proceeds of each
      renewed Bankers’ Acceptance or BA Equivalent Note owing to it to the
      reimbursement, in accordance with this Section 2.19(k), of the Bankers’
Acceptances or BA Equivalent Notes owing to such Canadian Lender and maturing
      on
      such date.

     

    (l) Repayment
      of Bankers’ Acceptances.
      Subject
      to Section 2.19(j), the Canadian Borrowers shall repay on or before 12:00 noon
      (Toronto time) on the Maturity Date for those Bankers’ Acceptances and BA
      Equivalent Notes comprising part of the same Drawing, an amount in Canadian
      Dollars equal to the Face Amount of such Bankers’ Acceptances and BA Equivalent
      Notes (notwithstanding that a Canadian Lender may be the holder of it at
      maturity). Any such payment shall satisfy the Canadian Borrower’s obligations
      under the Bankers’ Acceptances and BA Equivalent Notes to which it relates and
      the relevant Canadian Lender shall (y) then be solely responsible for the
      payment of the applicable Bankers’ Acceptances and BA Equivalent Notes, and (z)
      thereafter indemnify the Canadian Borrower from any loss, cost or expense
      suffered by or imposed upon the Canadian Borrowers in respect of any claim
      from
      a holder of such Bankers’ Acceptances and BA Equivalent Notes that any Canadian
      Borrower is liable for payment thereunder or any payment by the Canadian
      Borrowers in connection with such claim.

     

    (m) Mandatory
      Conversion.
      Upon
      the occurrence and during the continuance of any Default or if the Canadian
      Borrower shall fail (i) to deliver a properly completed notice of renewal under
      Section 2.19(j) or (ii) to reimburse the Canadian Lenders for any
      Bankers’ Acceptances and BA Equivalent Notes comprising part of the same Drawing
      pursuant to Section 2.19(l), the Agent will forthwith so notify the
      applicable Canadian Borrower and the Canadian Lenders, whereupon each such
      Bankers’ Acceptance and BA Equivalent Notes will automatically, on the then
      existing Maturity Date of such Bankers’ Acceptance or BA Equivalent Notes,
      Convert into a Base Rate Advance at the Equivalent in Dollars of the Face Amount
      of such Bankers’ Acceptances or BA Equivalent Notes.

     

    
      
        
        

      

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

     

    (o) Inconsistencies.
      In the
      event of any inconsistency between the provisions of this Section 2.19 and
      any
      other provision of Article II with respect to Bankers' Acceptances or BA
      Equivalent Notes, the provisions of this Section 2.19 shall
      prevail.

     

    ARTICLE
      III

     

    CONDITIONS
      TO EFFECTIVENESS AND LENDING

     

    SECTION
      3.01. Conditions
      Precedent to Effectiveness of Section 2.01.
      Section 2.01 of this Agreement shall become effective on and as of the
      first date (the “Effective
      Date”)
      on
      which the following conditions precedent have been satisfied:

     

    (a) There
      shall have occurred no Material Adverse Change since December 31, 2004, and
      no material adverse change in the business, condition (financial or otherwise),
      operations or properties of Great Lakes and its Subsidiaries taken as a whole
      since December 31, 2004.

     

    (b) There
      shall exist no action, suit, investigation, litigation or proceeding affecting
      the Company or any of its Subsidiaries pending or threatened before any court,
      governmental agency or arbitrator that (i) could be reasonably likely to
      have a Material Adverse Effect other than the matters described on
      Schedule 3.01(b) hereto (the “Disclosed
      Litigation”)
      or a
      material adverse effect on the business, condition (financial or otherwise),
      operations or properties of Great Lakes and its Subsidiaries, taken as a whole,
      or (ii) purports to affect the legality, validity or enforceability of this
      Agreement or any Note or the consummation of the transactions contemplated
      hereby, and there shall have been no material adverse change in the status,
      or
      financial effect on the Company or any of its Subsidiaries, of the Disclosed
      Litigation from that described on Schedule 3.01(b) hereto.

     

    (c) Nothing
      shall have come to the attention of the Lenders during the course of their
      due
      diligence investigation to lead them to believe that the Information Memorandum
      was or has become misleading, incorrect or incomplete in any material respect
      or
      that the business, condition (financial or otherwise), operations or properties
      of the Company and its Subsidiaries, taken as a whole, are different in any
      material adverse respect from that presented in the Information Memorandum
      or
      derived by the Agent and the Lender from the public filings of the Company
      and
      its Subsidiaries.

     

    (d) All
      governmental and third party consents and approvals necessary in order to
      consummate the transactions contemplated hereby shall have been obtained
      (without the imposition of any conditions that are not acceptable to the
      Lenders) and shall remain in effect, all applicable waiting periods in
      connection with the Acquisition shall have expired without any action being
      taken by any competent authority, and no law or regulation shall be applicable
      in the reasonable judgment of the Lenders, in each case that restrains, prevents
      or imposes materially adverse conditions upon the transactions contemplated
      hereby, and

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (e) The
      Company shall have notified each Lender and the Agent in writing as to the
      proposed Effective Date.

     

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

     

    (g) On
      the
      Effective Date, the following statements shall be true and the Agent shall
      have
      received for the account of each Lender a certificate signed by a duly
      authorized officer of the Company, dated the Effective Date, stating
      that:

     

    (i) The
      representations and warranties contained in Section 4.01 are correct on and
      as of the Effective Date, 

     

    
      
        (ii)
          No
          event
          has occurred and is continuing that constitutes a Default, and


      

    

     

    (iii) all
      conditions precedent to the consummation of the Acquisition shall have been
      satisfied substantially in accordance with the terms of the Agreement and Plan
      of Merger dated as of March 8, 2005 between Great Lakes, Copernicus Merger
      Corporation and the Company, without any waiver or amendment not consented
      to by
      the Required Lenders of any material term, provision or condition set forth
      therein, and in compliance with all applicable laws.

     

    (h) The
      Agent
      shall have received on or before the Effective Date the following, each dated
      such day, in form and substance satisfactory to the Agent and (except for the
      Notes) in sufficient copies for each Lender:

     

    (i) The
      Notes
      to the order of the Lenders to the extent requested by any Lender pursuant
      to
      Section 2.16.

     

    (ii) Certified
      copies of the resolutions of the board of directors (or similar governing body)
      of each Loan Party approving each of the Loan Documents to which it is a party,
      and of all documents evidencing other necessary corporate action and
      governmental approvals, if any, with respect to such Loan Document.

     

    (iii) A
      certificate of each Loan Party signed on behalf of such Loan Party by its
      Secretary or any Assistant Secretary, dated the Effective Date (the statements
      made in which certificate shall be true on and as of the Effective Date),
      certifying as to (A) a true and correct copy of the charter or similar
      document of such Loan Party, (B) a true and correct copy of the bylaws or
      similar document of such Loan Party as in effect on the date on which the
      resolutions referred to in Section 3.01(h)(ii) were adopted and on the
      Effective Date, (C) the due incorporation and good standing or valid
      existence of such Loan Party under the laws of the jurisdiction of its
      incorporation or formation, and the absence of any proceeding for the
      dissolution or liquidation of such Loan Party and (D) certifying the names
      and
      true signatures of the officers of such Loan Party authorized to sign each
      of
      the Loan Documents to which it is a party and the other documents to be
      delivered hereunder.

     

    (iv) Certificates
      in form and substance satisfactory to the Agent attesting to the Solvency of
      the
      Company and the Company and its Subsidiaries, taken as a whole, before and
      after
      giving effect to the merger with Great Lakes, from the chief financial officer
      or other officer of the Company acceptable to the Agent.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (v) Pro
      forma
      financial statements as to the Company and forecasts prepared by management
      of
      the Company, in form and substance satisfactory to the Lenders, of balance
      sheets, income statements and cash flow statements on an annual basis through
      December 31, 2009.

     

    (vi) A
      favorable opinion of Skadden, Arps, Meagher & Flom LLP, counsel for the
      Company, substantially in the form of Exhibit D hereto.

     

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

     

    (i) The
      Company shall have terminated the commitments of the lenders and repaid or
      prepaid all of the obligations under, the Credit Agreement dated as of August
      16, 2004 among the Company, the lenders parties thereto and Deutsche Bank AG,
      New York Branch, as administrative agent, and each of the Lenders that is a
      party to such credit facility hereby waives, upon execution of this Agreement,
      any notice required by said Credit Agreement relating to the termination of
      commitments thereunder.

     

    (j) Liens
      securing any of the public notes of the Company shall have been
      released.

     

    (k) Great
      Lakes shall have terminated the commitments of the lenders and repaid or prepaid
      all of the obligations under, the Five Year Credit Agreement dated as of
      September 30, 2004 among Great Lakes, the lenders parties thereto and Citicorp
      USA, Inc., as administrative agent, and each of the Lenders that is a party
      to
      such credit facility hereby waives, upon execution of this Agreement, any notice
      required by said Credit Agreement relating to the termination of commitments
      thereunder.

     

    SECTION
      3.02. Initial
      Advance to Each Designated Subsidiary.
      The
      obligation of each Lender to make an initial Advance to each Designated
      Subsidiary is subject to the receipt by the Agent on or before the date of
      such
      initial Advance of each of the following, in form and substance reasonably
      satisfactory to the Agent and dated such date, and (except for the Notes) in
      sufficient copies for each Lender:

     

    (a) The
      Notes
      of such Designated Subsidiary to the order of the Lenders to the extent
      requested by any Lender pursuant to Section 2.16.

     

    (b) Certified
      copies of the resolutions of the board of directors (or similar governing body)
      of such Designated Subsidiary (with a certified English translation if the
      original thereof is not in English) approving this Agreement and the Notes
      to be
      delivered by it, and of all documents evidencing other necessary corporate
      action and governmental approvals, if any, with respect to this
      Agreement.

     

    (c) A
      certificate of a proper officer of such Designated Subsidiary certifying the
      names and true signatures of the officers of such Designated Subsidiary
      authorized to sign its Designation Agreement and the Notes to be delivered
      by it
      and the other documents to be delivered by it hereunder.

     

    (d) A
      certificate signed by a duly authorized officer of the Company, certifying
      that
      such Designated Subsidiary has obtained all governmental and third party
      authorizations, consents, approvals (including exchange control approvals)
      and
      licenses required under applicable laws and regulations necessary for such
      Designated Subsidiary to execute and deliver its Designation Agreement and
      the
      Notes to be delivered by it and to perform its obligations hereunder and
      thereunder.

     

    (e) A
      Designation Agreement duly executed by such Designated Subsidiary and the
      Company.

     

    (f) Favorable
      opinions of counsel (which may be in-house counsel) to such Designated
      Subsidiary substantially in the form of Exhibit D hereto, and as to such other
      matters as any Lender through the Agent may reasonably request.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (g) Such
      other approvals, opinions or documents as any Lender, through the Agent may
      reasonably request.

     

    SECTION
      3.03. Conditions
      Precedent to Each Borrowing, Issuance and
      Commitment Increase.
      The
      obligation of each Lender to make an Advance (other than an Advance made by
      any
      Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of
      each
      Borrowing, the obligation of each Issuing Bank to issue, renew or extend a
      Letter of Credit and each Commitment Increase shall be subject to the conditions
      precedent that the Effective Date shall have occurred and on the date of such
      Borrowing, such issuance or the applicable Increase Date (as the case may be)
      the following statements shall be true (and each of the giving of the applicable
      Notice of Borrowing, Notice of Issuance or request for Commitment Increase
      and
      the acceptance by any Borrower of the proceeds of such Borrowing, such issuance
      or such Increase Date shall constitute a representation and warranty by such
      Borrower that on the date of such Borrowing, such issuance or such Increase
      Date
      such statements are true):

     

    (a) the
      representations and warranties contained in Section 4.01 are correct in all
      material respects on and as of such date, before and after giving effect to
      such
      Borrowing, such issuance or such Commitment Increase and to the application
      of
      the proceeds therefrom, as though made on and as of such date (it being
      understood and agreed that any representation or warranty which by its terms
      is
      made as of a specified date shall be required to be true and correct in all
      material respects only as of such specified date), and additionally, if such
      Borrowing or issuance shall have been requested by a Designated Subsidiary,
      the
      representations and warranties of such Designated Subsidiary contained in its
      Designation Agreement are correct in all material respects on and as of the
      date
      of such Borrowing or such issuance, before and after giving effect to such
      Borrowing, such issuance or such Commitment Increase and to the application
      of
      the proceeds therefrom, as though made on and as of such date, and

     

    (b) no
      event
      has occurred and is continuing, or would result from such Borrowing, such
      issuance or such Commitment Increase or from the application of the proceeds
      therefrom, that constitutes a Default.

     

    SECTION
      3.04. Determinations
      Under Section 3.01 and 3.02.
      For
      purposes of determining compliance with the conditions specified in
      Sections 3.01 and 3.02, each Lender shall be deemed to have consented to,
      approved or accepted or to be satisfied with each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to the Lenders unless an officer of the Agent responsible for
      the
      transactions contemplated by this Agreement shall have received notice from
      such
      Lender prior to the date that the Company, by notice to the Agent, designates
      as
      the proposed Effective Date or the date of the initial Advance to the applicable
      Designated Subsidiary, as the case may be, specifying its objection thereto.
      The
      Agent shall promptly notify the Lenders of the occurrence of the Effective
      Date
      and each date of initial Advance to a Designated Subsidiary, as
      applicable.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES

     

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

     

    (a) Each
      Loan
      Party and each of its Subsidiaries (i) is a corporation, limited liability
      company or limited partnership duly organized, validly existing and in good
      standing (or its equivalent) under the laws of the jurisdiction of its
      incorporation or formation, except where the failure to be so duly organized,
      validly existing or in good standing in the case of a Subsidiary organized
      outside of the United States has not had, or could not reasonably be expected
      to
      have, a Material Adverse Effect, (ii) is duly qualified and in good
      standing as a foreign corporation or company in each other jurisdiction in
      which
      it owns or leases property or in which the conduct of its business requires
      it
      to so qualify or be licensed except where the failure to so qualify or be
      licensed would not be reasonably likely to have a Material Adverse Effect and
      (iii) has all requisite corporate, limited liability company or partnership
      (as applicable) power and authority (including, without limitation, all
      governmental authorizations to own or lease and operate its properties and
      to
      carry on its business.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (b) Set
      forth
      on Schedule 4.01(b) hereto is a complete and accurate list of all Loan Parties,
      showing as of the date hereof (as to each Loan Party) the jurisdiction of its
      incorporation and its U.S. taxpayer identification number or, in the case of
      any
      non-U.S. Loan Party that does not have a U.S. taxpayer identification number,
      its unique identification number (if any) issued to it by the jurisdiction
      of
      its organization. The copy of the charter of each Loan Party and each amendment
      thereto provided pursuant to Section 3.01(h)(iii) is a true and correct copy
      of
      each such document as of the Effective Date, each of which is valid and in
      full
      force and effect.

     

    (c) Set
      forth
      on Schedule 4.01(c) hereto is a complete and accurate list of all
      Subsidiaries of each Loan Party, showing as of the date hereof (as to each
      such
      Subsidiary) the jurisdiction of its formation, the number of shares, membership
      interests or partnership interests (as applicable) of each class of its equity
      interests authorized, and the number outstanding, on the date hereof and the
      percentage of each such class of its equity interests owned (directly or
      indirectly) by such Loan Party and the number of shares covered by all
      outstanding options, warrants, rights of conversion or purchase and similar
      rights at the date hereof. All of the outstanding equity interests in each
      Loan
      Party's Subsidiaries have been validly issued, are fully paid and non-assessable
      and are owned by such Loan Party or one or more of its Subsidiaries free and
      clear of all Liens, except Permitted Liens and those created under the
      Collateral Documents.

     

    (d) The
      execution, delivery and performance by each Loan Party of each Loan Document
      to
      which it is or is to be a party, and the incurrence of Debt hereunder, are
      within such Loan Party's corporate, limited liability company or limited
      partnership (as applicable) powers, have been duly authorized by all necessary
      corporate, limited liability company or limited partnership (as applicable)
      action, and do not (i) contravene such Loan Party's charter, bylaws,
      limited liability company agreement, partnership agreement or other constituent
      documents, (ii) violate any law, rule, regulation (including, without
      limitation, Regulation X of the Board of Governors of the Federal Reserve
      System), order, writ, judgment, injunction, decree, determination or award
      applicable to such Loan Party, (iii) conflict with or result in the breach
      of, or constitute a default or require any payment to be made under, any
      contract, loan agreement, indenture, mortgage, deed of trust, lease or other
      instrument binding on or affecting any Loan Party, any of its Subsidiaries
      or
      any of their properties or (iv) except for the Liens created under the Loan
      Documents, result in or require the creation or imposition of any Lien upon
      or
      with respect to any of the properties of any Loan Party or any of its
      Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any
      such law, rule, regulation, order, writ, judgment, injunction, decree,
      determination or award or in breach of any such contract, loan agreement,
      indenture, mortgage, deed of trust, lease or other instrument, the violation
      or
      breach of which would be reasonably likely to have a Material Adverse
      Effect.

     

    (e) No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body or any other third party is
      required for the due execution, delivery and performance by any Loan Party
      of
      any Loan Document to which it is or is to be a party, or for the incurrence
      of
      Debt hereunder, except for those authorizations, approvals, actions, notices
      and
      filings which have been duly obtained, taken, given, waived or made and are
      in
      full force and effect. All applicable waiting periods in connection with the
      Acquisition have expired without any action having been taken by any competent
      authority restraining, preventing or imposing materially adverse conditions
      upon
      the Acquisition or the rights of the Loan Parties or their Subsidiaries freely
      to transfer or otherwise dispose of, or to create any Lien on, any properties
      now owned or hereafter acquired by any of them.

     

    (f) This
      Agreement has been, and each other Loan Document when delivered hereunder will
      have been, duly executed and delivered by each Loan Party party thereto. This
      Agreement is, and each other Loan Document when delivered hereunder will be,
      the
      legal, valid and binding obligation of each Loan Party party thereto,
      enforceable against such Loan Party in accordance with its terms, except to
      the
      extent that the enforceability thereof may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting creditors
      rights and by equitable principles (regardless of whether enforcement is sought
      in equity or at law).

     

    
      
        
        

      

      
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    (g) (i)
      The
      Consolidated balance sheet of the Company and its Subsidiaries as at
      December 31, 2004, and the related Consolidated statements of income and
      cash flows of the Company and its Subsidiaries for the fiscal year then ended,
      accompanied by an opinion of KPMG LLP, independent public accountants, and
      the
      Consolidated balance sheet of the Company and its Subsidiaries as at March
      31,
      2005, and the related Consolidated statements of income and cash flows of the
      Company and its Subsidiaries for the three months then ended, duly certified
      by
      the chief financial officer of the Company, copies of which have been furnished
      to each Lender, fairly present, subject, in the case of said balance sheet
      as at
      March 31, 2005, and said statements of income and cash flows for the three
      months then ended, to year-end audit adjustments, the Consolidated financial
      condition of the Company and its Subsidiaries as at such dates and the
      Consolidated results of the operations of the Company and its Subsidiaries
      for
      the periods ended on such dates, all in accordance with generally accepted
      accounting principles consistently applied. Since December 31, 2004, there
      has
      been no Material Adverse Change.

     

    (ii) The
      Consolidated balance sheet of Great Lakes and its Subsidiaries as at
      December 31, 2004, and the related Consolidated statements of income and
      cash flows of Great Lakes and its Subsidiaries for the fiscal year then ended,
      accompanied by an opinion of Ernst & Young LLP, independent public
      accountants, and the Consolidated balance sheet of Great Lakes and its
      Subsidiaries as at March 31, 2005, and the related Consolidated statements
      of
      income and cash flows of Great Lakes and its Subsidiaries for the three months
      then ended, duly certified by the chief financial officer of Great Lakes, copies
      of which have been furnished to each Lender, fairly present, subject, in the
      case of said balance sheet as at March 31, 2005, and said statements of income
      and cash flows for the three months then ended, to year-end audit adjustments
      and absence of footnotes, the Consolidated financial condition of Great Lakes
      and its Subsidiaries as at such dates and the Consolidated results of the
      operations of Great Lakes and its Subsidiaries for the periods ended on such
      dates, all in accordance with generally accepted accounting principles
      consistently applied. Since December 31, 2003, there has been no material
      adverse change in the business, condition (financial or otherwise), operations
      or properties of Great Lakes and its Subsidiaries taken as a whole.

     

    (h) The
      Consolidated forecasted balance sheets, statements of income and statements
      of
      cash flows of the Company and its Subsidiaries delivered to the Agent pursuant
      to Section 3.01(h)(v) were prepared in good faith on the basis of the
      assumptions stated therein, which assumptions were fair in light of the
      conditions existing at the time of delivery of such forecasts, it being
      understood that projections are subject to significant uncertainties and
      contingencies many of which are beyond the Company's control, and that no
      guarantees can be giving that the forecasts will be realized.

     

    (i) There
      is
      no action, suit, investigation, litigation or proceeding affecting any Loan
      Party or any of its Subsidiaries, including any Environmental Action, pending
      or
      threatened before any court, governmental agency or arbitrator that
      (i) would be reasonably likely to have a Material Adverse Effect (other
      than the Disclosed Litigation) or (ii) purports to affect the legality,
      validity or enforceability of any Loan Document or the consummation of the
      transactions contemplated hereby, and there has been no material adverse change
      in the status, or financial effect on any Loan Party or any of its Subsidiaries,
      of the Disclosed Litigation.

     

    (j) No
      Borrower is engaged in the business of extending credit for the purpose of
      purchasing or carrying margin stock (within the meaning of Regulation U
      issued by the Board of Governors of the Federal Reserve System), and no proceeds
      of any Advance will be used to purchase or carry any margin stock or to extend
      credit to others for the purpose of purchasing or carrying any margin
      stock.

     

    (k) Neither
      any Loan Party nor any of its Subsidiaries is an “investment company,” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company,” as such terms are defined in the Investment Company Act of
      1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a
“holding company,” or a “subsidiary company” of a “holding company,” or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding
      company,” as such terms are defined in the Public Utility Holding Company Act of
      1935, as amended. Neither the making of any Advances, nor the issuance of any
      Letters of Credit, nor the application of the proceeds or repayment thereof
      by
      the Borrower, nor the consummation of the other transactions contemplated by
      the
      Loan Documents, will violate any provision of any such Act or any rule,
      regulation or order of the Securities and Exchange Commission
      thereunder.

     

    
      
        
        

      

      
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    (l) Neither
      the Information Memorandum nor any other information, exhibit or report
      furnished by or on behalf of the Company or any other Borrower to the Agent
      or
      any Lender in connection with the negotiation and syndication of this Agreement
      or pursuant to the terms of this Agreement contained any untrue statement of
      a
      material fact or omitted to state a material fact necessary to make the
      statements, taken as a whole, made therein not misleading in any material
      respect in light of the circumstances under which such statements were
      made.

     

    (m) The
      Company is, individually and together with its Subsidiaries,
      Solvent.

     

    (n) The
      Company and each of its Subsidiaries owns, or is licensed to use, all
      trademarks, tradenames, copyrights, technology, know-how and processes necessary
      for the conduct of its business as currently conducted except for those the
      failure to own or license which could not reasonably be expected to have a
      Material Adverse Effect (the “Intellectual
      Property”).
      No
      claim has been asserted and is pending by any Person challenging or questioning
      the use of any such Intellectual Property or the validity or effectiveness
      of
      any such Intellectual Property, nor does such Borrower know of any valid basis
      for any such claim, except, in either case, for such claims that in the
      aggregate could not reasonably be expected to have a Material Adverse Effect.
      The use of such Intellectual Property by the Company and its Subsidiaries does
      not infringe on the rights of any Person, except for such claims and
      infringements that, in the aggregate, could not reasonably be expected to have
      a
      Material Adverse Effect.

     

    (o) (i)
      No
      ERISA Event has occurred or is reasonably expected to occur with respect to
      any
      Plan that has resulted in or is reasonably expected to result in a liability
      of
      any Loan Party or any ERISA Affiliate that in the aggregate could reasonably
      be
      expected to have a Material Adverse Effect.

     

    (ii) Neither
      any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected
      to
      incur any Withdrawal Liability to any Multiemployer Plan that in the aggregate
      could reasonably be expected to have a Material Adverse Effect.

     

    (iii) Neither
      any Loan Party nor any ERISA Affiliate has been notified by the sponsor of
      a
      Multiemployer Plan that such Multiemployer Plan is in reorganization or has
      been
      terminated, within the meaning of Title IV of ERISA, and no such
      Multiemployer Plan is reasonably expected to be in reorganization or to be
      terminated, within the meaning of Title IV of ERISA.

     

    (p) Except
      as
      could not reasonably be expected to result in, individually or in the aggregate,
      a Material Adverse Effect, the operations and properties of the Company and
      each
      of its Subsidiaries comply in all material respects with all applicable
      Environmental Laws and Environmental Permits, all past non-compliance with
      such
      Environmental Laws and Environmental Permits has been resolved without ongoing
      obligations or costs, and no circumstances exist that could be reasonably likely
      to (i) form the basis of an Environmental Action against the Company or any
      of its Subsidiaries or any of their properties (whether owned, leased or
      operated or formerly owned leased or operated) or (ii) cause any such
      property to be subject to any restrictions on ownership, occupancy, use or
      transferability under any Environmental Law.

     

    
      
        
        

      

      
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    (q) Each
      Loan
      Party and each of its Subsidiaries and Affiliates has filed, has caused to
      be
      filed or has been included in all material tax returns (Federal, state, local
      and foreign) required to be filed and has paid all taxes shown thereon to be
      due, together with applicable interest and penalties.

     

    (r) Except
      as
      could not reasonably be expected to result in, individually or in the aggregate,
      a Material Adverse Effect, neither the business nor the properties of any Loan
      Party or any of its Subsidiaries are affected by any unfair labor practices
      complaint, union representation campaigns, strike, lockout or other labor
      dispute.

     

    (s) Each
      Loan
      Party and each of its Subsidiaries is in compliance with all contracts and
      agreements to which it is a party, except such non-compliances as have not
      had,
      and could not reasonably be expected to have, either individually or in the
      aggregate, a Material Adverse Effect.

     

    (t) All
      Borrowers which are established in the Netherlands have verified the status
      of
      each Lender as a Professional Market Party and such verification has been
      conducted in accordance with the requirements of the Exemption Regulation and
      the Dutch Central Bank's Policy Guidelines.

     

    ARTICLE
      V

     

    COVENANTS
      OF THE COMPANY

     

    SECTION
      5.01. Affirmative
      Covenants.
      So long
      as any Advance shall remain unpaid, any Bankers’ Acceptance, BA Equivalent Note
      or Letter of Credit is outstanding or any Lender shall have any Commitment
      hereunder, the Company will:

     

    (a) Compliance
      with Laws, Etc.
      Comply,
      and cause each of its Subsidiaries to comply, in all material respects, with
      all
      applicable laws, rules, regulations and orders material to the business of
      the
      Company and its Subsidiaries, such compliance to include, without limitation,
      compliance with ERISA, Environmental Laws and the Patriot Act.

     

    (b) Payment
      of Taxes, Etc.
      Pay and
      discharge, and cause each of its Subsidiaries to pay and discharge, before
      the
      same shall become delinquent, (i) all material taxes, assessments and
      governmental charges or levies imposed upon it or upon its property and
      (ii) all lawful claims that, if unpaid, might by law become a Lien upon its
      property; provided,
      however,
      that
      neither the Company nor any of its Subsidiaries shall be required to pay or
      discharge any such tax, assessment, charge, claim or levy that is being
      contested in good faith and by proper proceedings and as to which appropriate
      reserves are being maintained, unless and until any Lien resulting therefrom
      attaches to its property and becomes enforceable and enforcement thereof has
      not
      been stayed.

     

    (c) Maintenance
      of Insurance.
      Maintain, and cause each of its Subsidiaries to maintain, insurance with
      responsible and reputable insurance companies or associations in such amounts
      and covering such risks as is usually carried by companies engaged in similar
      businesses and owning similar properties in the same general areas in which
      the
      Company or such Subsidiary operates; provided,
      however,
      that
      the Company and its Subsidiaries may self-insure to the same extent as other
      companies engaged in similar businesses and owning similar properties in the
      same general areas in which the Company or such Subsidiary operates and to
      the
      extent consistent with prudent business practice.

     

    (d) Preservation
      of Corporate Existence, Etc.
      Preserve and maintain, and cause each of its Subsidiaries to preserve and
      maintain, its corporate existence, material rights (charter and statutory)
      and
      material franchises; provided,
      however,
      that
      the Company and its Subsidiaries may consummate any merger or consolidation
      permitted under Section 5.02(b) and provided further
      that
      neither the Company nor any of its Subsidiaries shall be required to preserve
      any right or franchise, or the existence of any Subsidiary that is not a Loan
      Party, if the board of directors (or similar governing body) of the Company
      or
      such Subsidiary shall determine that the preservation thereof is no longer
      desirable in the conduct of the business of the Company or such Subsidiary,
      as
      the case may be, and that the loss thereof is not disadvantageous in any
      material respect to the Company, such Subsidiary or the Lenders.

     

    
      
        
        

      

      
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    (e) Visitation
      Rights.
      At any
      reasonable time and at reasonable intervals, permit the Agent or any of the
      Lenders or any agents or representatives thereof, to examine and make copies
      of
      and abstracts from the records and books of account of, and visit the properties
      of, the Company and any of its Subsidiaries, and to discuss the affairs,
      finances and accounts of the Company and any of its Subsidiaries with any of
      their officers or directors and with their independent certified public
      accountants; provided
      that
      such visitation rights shall not include access to or review of any intellectual
      property or trade secrets of the Company and provided,
      further,
      that,
      unless an Event of Default shall have occurred and be continuing, the Company
      shall have the right to have a representative present during any such discussion
      with the Company's independent certified accountants.

     

    (f) Keeping
      of Books.
      Keep,
      and cause each of its Subsidiaries to keep, proper books of record and account,
      in which full and correct entries shall be made of all financial transactions
      and the assets and business of the Company and each such Subsidiary in
      accordance with generally accepted accounting principles in effect from time
      to
      time.

     

    (g) Maintenance
      of Properties, Etc.
      Maintain and preserve, and cause each of its Subsidiaries to maintain and
      preserve, all of its material properties that are used or useful in the conduct
      of its business in good working order and condition, ordinary wear and tear,
      casualty and condemnation excepted.

     

    (h) Transactions
      with Affiliates.
      Conduct, and cause each of its Subsidiaries to conduct, all transactions
      otherwise permitted under this Agreement with any of their Affiliates on terms
      that are fair and reasonable and no less favorable to the Company or such
      Subsidiary than it would obtain in a comparable arm's-length transaction with
      a
      Person not an Affiliate, other than (i) intercompany transactions among the
      Company and its Wholly-Owned Subsidiaries, (ii) customary fees and other
      benefits to non-officer directors of the Company and its Subsidiaries, (iii)
      employment and severance arrangements with officers and employees of the Company
      and its Subsidiaries in the ordinary course of business and (iv) Investments
      consisting of guarantees by the Company or its Subsidiaries of Debt or other
      obligations of joint ventures of the Company and its Subsidiaries in an
      aggregate amount not to exceed $75,000,000 at any time outstanding.

     

    (i) Reporting
      Requirements.
      Furnish
      to the Lenders:

     

    (i) as
      soon
      as available and in any event within 10 days after the date the Company is
      required to file its Form 10-Q with the Securities and Exchange Commission
      (without giving effect to any extension of such due date, whether obtained
      by
      filing the notification permitted by Rule 12b-25 or any successor provision
      or
      otherwise), the Consolidated balance sheet of the Company and its Subsidiaries
      as of the end of such quarter and Consolidated statements of income and cash
      flows of the Company and its Subsidiaries for the period commencing at the
      end
      of the previous fiscal year and ending with the end of such quarter, duly
      certified (subject to year-end audit adjustments) by the chief financial
      officer, controller or treasurer of the Company as having been prepared in
      accordance with generally accepted accounting principles and certificates of
      the
      chief financial officer, controller or treasurer of the Company as to compliance
      with the terms of this Agreement and setting forth in reasonable detail the
      calculations necessary to demonstrate compliance with Section 5.03,
provided
      that in
      the event of any change in generally accepted accounting principles used in
      the
      preparation of such financial statements, the Company shall also provide, if
      necessary for the determination of compliance with Section 5.03, a
      statement of reconciliation conforming such financial statements to
      GAAP;

     

    (ii) as
      soon
      as available and in any event within 10 days after the date the Company is
      required to file its Form 10-K with the Securities and Exchange Commission
      (without giving effect to any extension of such due date, whether obtained
      by
      filing the notification permitted by Rule 12b-25 or any successor provision
      or
      otherwise), a copy of the annual audit report for such year for the Company
      and
      its Subsidiaries, containing the Consolidated balance sheet of the Company
      and
      its Subsidiaries as of the end of such fiscal year and Consolidated statements
      of income and cash flows of the Company and its Subsidiaries for such fiscal
      year, in each case accompanied by an opinion by KPMG LLP or other nationally
      recognized independent public accountants without any going concern
      qualification and certificates of the chief financial officer, controller or
      treasurer of the Company as to compliance with the terms of this Agreement
      and
      setting forth in reasonable detail the calculations necessary to demonstrate
      compliance with Section 5.03, provided
      that in
      the event of any change in generally accepted accounting principles used in
      the
      preparation of such financial statements, the Company shall also provide, if
      necessary for the determination of compliance with Section 5.03, a statement
      of
      reconciliation conforming such financial statements to GAAP;

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (iii) as
      soon
      as available and in any event within 75 days after the beginning of each fiscal
      year of the Company the budget for such fiscal year of the Company for such
      fiscal year certified by the chief financial officer, controller or treasurer
      of
      the Company;

     

    (iv) as
      soon
      as possible and in any event within five days after the occurrence of each
      Default continuing on the date of such statement, a statement of the chief
      financial officer of the Company setting forth details of such Default and
      the
      action that the Company has taken and proposes to take with respect
      thereto;

     

    (v) promptly
      after the sending or filing thereof, copies of all reports that the Company
      sends to any of its securityholders, and copies of all reports and registration
      statements that the Company or any Subsidiary files with the Securities and
      Exchange Commission or any national securities exchange;

     

    (vi) promptly
      after the commencement thereof, notice of all actions and proceedings before
      any
      court, governmental agency or arbitrator affecting the Company or any of its
      Subsidiaries of the type described in Section 4.01(i); and

     

    (vii) such
      other information respecting the Company or any of its Subsidiaries as any
      Lender through the Agent may from time to time reasonably request.

     

    (j) Covenant
      to Guarantee Obligations and Provide Security.
      Upon
      (x) the formation or acquisition of any new direct or indirect Subsidiaries
      by
      any Loan Party or (y) the commencement of the Security Period, then at the
      Company's expense:

     

    (i) within
      10
      Business Days after such formation or acquisition, cause each such Subsidiary
      that is not (A) a controlled foreign corporation of the Company under Section
      957 of the Internal Revenue Code (a “CFC”),
      (B) a
      Subsidiary that engages in no other activity other than the ownership of the
      equity of one or more CFCs (a “CFC
      Holdco”),
      (C) a
      special purpose corporation formed in connection with a securitization
      transaction or (D) a captive insurance company (each of the Subsidiaries
      described in clauses (A), (B), (C) and (D) being an “Excluded
      Subsidiary”),
      to
      duly execute and deliver to the Agent a guaranty or guaranty supplement, in
      form
      and substance reasonably satisfactory to the Agent, guaranteeing the other
      Loan
      Parties' obligations under the Loan Documents,

    

      (ii) within
        30
        days after the commencement of the Security Period, execute, and cause each
        Subsidiary that is not an Excluded Subsidiary to execute and deliver pledges,
        assignments and other security agreements as specified by, and in form and
        substance reasonably satisfactory to, the Agent to create Liens securing
        payment
        of all of the “Secured Obligations” (as such term is defined in the Amended and
        Restated Pledge Agreement dated as of July 31, 2007 made by the Borrower
        and the
        Pledgors referred to therein, as such agreement may be further amended, amended
        and restated, modified or otherwise supplemented) in favor of the Agent for
        the
        benefit of the Lenders on the equity interests of each of the Company's
        Subsidiaries; provided
        that (A)
        the stock of any Subsidiary held by a CFC or a CFC Holdco shall not be required
        to be pledged and (B) if such new property is equity interests in a CFC or
        a CFC
        Holdco, no more than 66% of the equity interests in a CFC or a CFC Holdco
        shall
        be pledged in favor of the Agent and the Lenders,

    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (iii) if
      the
      Security Period is in effect, within 30 days after such formation or acquisition
      of any new Subsidiary duly execute and deliver and cause such Subsidiary and
      each Loan Party acquiring equity interests in such Subsidiary to duly execute
      and deliver to the Agent documents as specified in clause (ii)
      above,

     

    (iv) within
      60
      days after such formation or acquisition or the commencement of the Security
      Period, as the case may be, deliver to the Agent, upon the request of the Agent
      in its sole discretion, a signed copy of a favorable opinion, addressed to
      the
      Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable
      to
      the Agent as to (1) the matters contained in clauses (i), (ii) and (iii)
      above, (2) such guaranties, guaranty supplements, pledges, assignments and
      security agreements being legal, valid and binding obligations of each Loan
      Party party thereto enforceable in accordance with their terms, (3) such
      pledges, assignments, security agreements and other actions being sufficient
      to
      create valid perfected Liens on such equity interests and (4) such other matters
      as the Agent may reasonably request,

     

    (v) at
      any
      time and from time to time, promptly execute and deliver, and cause each Loan
      Party and each newly acquired or newly formed Subsidiary (other than any
      Excluded Subsidiary) to execute and deliver, any and all further instruments
      and
      documents and take, and cause each Loan Party and each newly acquired or newly
      formed Subsidiary (other than any Excluded Subsidiary) to take, all such other
      action as the Agent may deem necessary or desirable in obtaining the full
      benefits of, or in perfecting and preserving the Liens of, such guaranties,
      pledges, assignments, and security agreements.

     

    Upon
      the
      termination of the Security Period and at the request and sole expense of the
      Company, the security interests shall terminate on and subject to the terms
      of
      the Collateral Documents, and the parties shall take such further action all
      as
      provided therein.

     

    (k) Further
      Assurances.
      Promptly upon request by the Agent, or any Lender through the Agent, do,
      execute, acknowledge, deliver, record, re-record, file, re-file, register and
      re-register any and all such further acts, pledge agreements, assignments,
      financing statements and continuations thereof, termination statements, notices
      of assignment, transfers, certificates, assurances and other instruments as
      the
      Agent, or any Lender through the Agent, may reasonably require from time to
      time
      in order to (i) carry out more effectively the purposes of the Loan
      Documents, (ii) to the fullest extent permitted by applicable law, subject
      any Loan Party's or any of its Subsidiaries' properties, assets, rights or
      interests to the Liens now or hereafter intended to be covered by any of the
      Collateral Documents, (iii) perfect and maintain the validity,
      effectiveness and priority of any of the Collateral Documents and any of the
      Liens intended to be created thereunder and (iv) assure, convey, grant,
      assign, transfer, preserve, protect and confirm more effectively unto the
      Secured Parties the rights granted or now or hereafter intended to be granted
      to
      the Secured Parties under any Loan Document or under any other instrument
      executed in connection with any Loan Document to which any Loan Party or any
      of
      its Subsidiaries is or is to be a party, and cause each of its Subsidiaries
      to
      do so.

     

    (l) Legal
      Opinions With Respect to Designated Subsidiaries.
      With
      respect to each Subsidiary of the Company that on or prior to December 31,
      2005
      (i) becomes a Designated Subsidiary and (ii) receives an initial Advance or
      Drawing, the Company shall deliver or cause to be delivered, on or prior to
      January 15, 2006, to the Agent, in form and substance reasonably satisfactory
      to
      the Agent, a favorable opinion of counsel (which may be in-house counsel) to
      such Designated Subsidiary.

     

    
      
        
        

      

      
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    SECTION
      5.02. Negative
      Covenants.
      So long
      as any Advance shall remain unpaid, any Bankers’ Acceptance, BA Equivalent Note
      or Letter of Credit is outstanding or any Lender shall have any Commitment
      hereunder, the Company will not:

     

    (a) Liens,
      Etc.
      Create
      or suffer to exist, or permit any of its Subsidiaries to create or suffer to
      exist, any Lien on or with respect to any of its properties, whether now owned
      or hereafter acquired, or assign, or permit any of its Subsidiaries to assign,
      any right to receive income, other than:

     

    (i) Permitted
      Liens and Liens, if any, created under the Loan Documents (including, if
      applicable, Liens that are required by the terms of the applicable indentures
      existing on the date hereof to secure equally and ratably the Debt issued under
      such indentures),

     

    (ii) purchase
      money Liens upon or in any real property or equipment acquired or held by the
      Company or any Subsidiary in the ordinary course of business to secure the
      purchase price of such property or equipment or to secure Debt incurred solely
      for the purpose of financing the acquisition of such property or equipment,
      or
      Liens existing on such property or equipment at the time of its acquisition
      (other than any such Liens created in contemplation of such acquisition that
      were not incurred to finance the acquisition of such property) or extensions,
      renewals or replacements of any of the foregoing for the same or a lesser
      amount, provided,
      however,
      that no
      such Lien shall extend to or cover any properties of any character other than
      the real property or equipment being acquired, and no such extension, renewal
      or
      replacement shall extend to or cover any properties not theretofore subject
      to
      the Lien being extended, renewed or replaced, provided further
      that the
      aggregate principal amount of the indebtedness secured by the Liens referred
      to
      in this clause (ii) shall not exceed $100,000,000 at any time
      outstanding,

     

    (iii) the
      Liens
      existing on the Effective Date and described on Schedule 5.02(a) hereto and
      other Liens aggregating not more than $10,000,000 existing on the Effective
      Date
      on assets of Subsidiaries of the Company organized outside of the United
      States,

     

    (iv) Liens
      on
      property of a Person existing at the time such Person is merged into or
      consolidated with the Company or any Subsidiary of the Company or becomes a
      Subsidiary of the Company; provided
      that
      such Liens were not created in contemplation of such merger, consolidation
      or
      acquisition and do not extend to any assets other than those of the Person
      so
      merged into or consolidated with the Company or such Subsidiary or acquired
      by
      the Company or such Subsidiary,

     

    (v) assignments
      of the right to receive income (including factoring of accounts receivable)
      or
      Liens that arise in connection with receivables securitization programs, in
      an
      aggregate principal amount not to exceed $500,000,000 at any time outstanding
      (for purposes of this clause (v), the “principal amount” of a receivables
      securitization program shall mean the amount invested by investors that are
      not
      Affiliates of the company and paid to the Company or its Subsidiaries, as
      reduced by the aggregate amounts received by such investors from the payment
      of
      receivables and applied to reduce such invested amounts)), 

     

    (vi) other
      Liens securing obligations in an aggregate principal amount not to exceed
      $200,000,000 at any time outstanding ,

     

    (vii) Liens
      securing Hedge Agreements in an amount not to exceed $10,000,000 at any time
      outstanding, and 

     

    (viii) the
      replacement, extension or renewal of any Lien permitted by clause (iii) and
      clause (iv) above upon or in the same property theretofore subject thereto
      or
      the replacement, extension or renewal (without increase in the amount or change
      in any direct or contingent obligor) of the Debt secured thereby.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (b) Mergers,
      Etc.
      Merge
      into or consolidate with any Person or permit any Person to merge into it,
      or
      permit any of its Subsidiaries to do so, except that:

     

    (i) the
      Company may consummate the Acquisition;

     

    (ii) any
      Subsidiary of the Company may merge into or consolidate with any other
      Subsidiary of the Company; provided
      that, in
      the case of any such merger or consolidation, the Person formed by such merger
      or consolidation shall be a Wholly-Owned Subsidiary of the Company; and
provided further
      that, in
      the case of any such merger or consolidation to which a Subsidiary Guarantor
      is
      a party, the Person formed by such merger or consolidation shall be a Subsidiary
      Guarantor; 

     

    (iii) as
      part
      of any acquisition permitted under Section 5.02(g), any Subsidiary of the
      Company may merge into or consolidate with any other Person or permit any other
      Person to merge into or consolidate with it; provided
      that the
      Person surviving such merger shall be a Wholly-Owned Subsidiary of the Company;
      and provided further
      that, in
      the case of any merger or consolidation to which a Subsidiary Guarantor is
      a
      party, the Person formed by such merger or consolidation shall be a Subsidiary
      Guarantor;

     

    (iv) as
      part
      of any sale or other disposition permitted under Section 5.02(f) (other than
      clause (ii) thereof), any Subsidiary of the Company may merge into or
      consolidate with any other Person or permit any other Person to merge into
      or
      consolidate with it; and

     

    (v) any
      of
      the Company's Subsidiaries may merge into the Company;

     

    provided,
      however,
      that in
      each case, immediately before and after giving effect thereto, no Default shall
      have occurred and be continuing and, in the case of any such merger to which
      the
      Company is a party, the Company is the surviving corporation.

     

    (c) Accounting
      Changes.
      Make or
      permit, or permit any of its Subsidiaries to make or permit, any change in
      accounting policies or reporting practices, except as required or permitted
      by
      generally accepted accounting principles.

     

    (d) Subsidiary
      Debt.
      Permit
      any of its Subsidiaries that are not Subsidiary Guarantors to create or suffer
      to exist, any Debt other than:

     

    (i) Debt
      owed
      to the Company or to a Wholly-Owned Subsidiary of the Company or Debt arising
      under the Loan Documents,

     

    (ii) Debt
      existing on the Effective Date and described on Schedule 5.02(d) hereto
      (the “Existing
      Debt”),
      and
      any Debt extending the maturity of, or refunding or refinancing, in whole or
      in
      part, the Existing Debt, provided
      that the
      principal amount of such Existing Debt shall not be increased above the
      principal amount thereof outstanding immediately prior to such extension,
      refunding or refinancing, and the direct and contingent obligors therefor shall
      not be changed, as a result of or in connection with such extension, refunding
      or refinancing,

     

    (iii) Debt
      secured by Liens permitted by Section 5.02(a)(ii) or (iv),

     

    (iv) Debt
      arising in connection with receivables securitization programs to the extent
      permitted by Section 5.02(a)(v), 

     

    (v) Debt
      of a
      Person existing at the time such Person is merged into or consolidated with
      the
      Company or any Subsidiary of the Company or becomes a Subsidiary of the Company;
      provided
      that
      such Debt was not created in contemplation of such merger, consolidation or
      acquisition,

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (vi) Debt
      consisting of guarantees of Debt which is otherwise permitted by this Section
      5.02(d),

     

    (vii) Hedge
      Agreements permitted under Section 5.02(k) having an aggregate unrealized net
      loss position, if any, on a marked to market basis determined as of any date
      of
      determination of Covenant Debt not to exceed $10,000,000, 

     

    (viii) other
      Debt (whether secured or unsecured) to the extent such Debt would be permitted
      to be secured under Section 5.02(a)(vi), and

     

    (ix) endorsement
      of negotiable instruments for deposit or collection or similar transactions
      in
      the ordinary course of business.

     

    (e) Lease
      Obligations.
      Create,
      incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
      incur, assume or suffer to exist, any obligations as lessee for the rental
      or
      hire of real or personal property of any kind under sale and leaseback
      arrangements that would cause the direct and contingent liabilities of the
      Company and its Subsidiaries, on a Consolidated basis, in respect of all such
      obligations to exceed $50,000,000 payable in any period of 12 consecutive months
      prior to the Investment Grade Rating Date, and not to exceed $100,000,000
      payable in any period of 12 consecutive months on or after the Investment Grade
      Rating Date.

     

    (f) Sales,
      Etc. of Assets.
      Until
      either (x) the Company has an Investment Grade Rating or (y) (1) the Public
      Debt
      Ratings are at least BB+ by S&P and Ba1 by Moody's and (2) the ratio of
      Covenant Debt of the Company and its Subsidiaries at such date to Consolidated
      EBITDA of the Company and its Subsidiaries for the most recently completed
      four
      consecutive fiscal quarters is less than 3.00 to 1.00, sell, lease, transfer
      or
      otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer
      or otherwise dispose of, any assets, or grant any option or other right to
      purchase, lease or otherwise acquire any assets (unless such option is
      conditioned upon approval of the Required Lenders or termination of this
      Agreement), except (i) sales of inventory in the ordinary course of its
      business, (ii) in a transaction authorized by subsection (b) of this
      Section, (iii) in transactions between or among the Company and its Wholly-Owned
      Subsidiaries, (iv) dispositions of obsolete or worn-out tools, equipment or
      other property no longer used or useful in business and sales of intellectual
      property determined to be uneconomical, negligible or obsolete, (v) licenses
      and
      sub-licenses of intellectual property incurred in the ordinary course of
      business, (vi) dispositions of Marketable Securities, (vii) sales of accounts
      receivable to the extent permitted by Section 5.02(a)(v), (viii) leases of
      real
      property and (ix) (1) sales of the Organic Peroxides business, the EPDM and
      Rubber Chemicals business and certain other businesses identified to the Lenders
      in a letter from the Company dated May 16, 2007 (so
      long
      as, to the extent that there are Advances outstanding, the net cash proceeds
      of
      the sales of the businesses referred to in this clause (1) are used to prepay
      such Advances),
      and
      (2) other sales of assets for fair value in an aggregate amount not to exceed
      $250,000,000 in any year, provided
      that in
      the case of the sale of any asset in a single transaction or a series of related
      transactions pursuant to this clause (ix)(2) in an aggregate amount exceeding
      $50,000,000, the fair value of such asset shall have been determined in good
      faith by the Board of Directors of the Company.

     

    (g) Investments
      in Other Persons.
      Until
      the Company has an Investment Grade Rating, make or hold, or permit any of
      its
      Subsidiaries to make or hold, any Investment in any Person other
      than:

     

    (i) (A)
      Investments by the Company and its Subsidiaries in their Subsidiaries
      outstanding on the date hereof, (B) additional Investments by the Company and
      its Subsidiaries in Subsidiary Guarantors, (C) additional Investments by
      Subsidiaries of the Company that are not Loan Parties in other Subsidiaries
      that
      are not Subsidiary Guarantors and (D) additional Investments by the Loan Parties
      in Wholly-Owned Subsidiaries that are not Loan Parties in an aggregate amount
      invested from the date hereof not to exceed $100,000,000;

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    (ii) loans
      and
      advances to employees in the ordinary course of the business of the Company
      and
      its Subsidiaries as presently conducted in an aggregate principal amount not
      to
      exceed $5,000,000 at any time outstanding;

     

    (iii) Investments
      existing on the date hereof, including those listed on Schedule 5.02(g), and
      Investments in Marketable Securities;

     

    (iv) Investments
      consisting of intercompany Debt;

     

    (v) Investments
      received in settlement of claims against another Person in connection with
      a
      bankruptcy proceeding against such Person;

     

    (vi) Investments
      arising in connection with receivables securitization programs to the extent
      permitted by Section 5.02(a)(v), 

     

    (vii) the
      purchase or other acquisition of all of the equity interests in any Person
      that,
      upon the consummation thereof, will be a Wholly-Owned Subsidiary of the Company
      or one or more of its Wholly-Owned Subsidiaries (including, without limitation,
      as a result of a merger or consolidation) and the purchase or other acquisition
      by the Company or one or more of its Wholly-Owned Subsidiaries of all or
      substantially all of the property and assets of any Person; provided
      that,
      with respect to each purchase or other acquisition made pursuant to this clause
      (vii):

     

    (A) the
      Loan
      Parties and any such newly created or acquired Subsidiary shall comply with
      the
      requirements of Section 5.01(j);

     

    (B) the
      lines
      of business of the Person to be (or the property and assets of which are to
      be)
      so purchased or otherwise acquired shall be substantially the same lines of
      business as one or more of the principal businesses of the Company and its
      Subsidiaries in the ordinary course or complimentary to such lines of
      business;

     

    (C) the
      total
      cash consideration (including, without limitation, earnouts and other contingent
      payment obligations to, and the aggregate amounts paid or to be paid under
      noncompete, consulting and other affiliated agreements with, the sellers of
      such
      Person or assets and all assumptions of debt, liabilities and other obligations
      in connection therewith) paid by or on behalf of the Company and its
      Subsidiaries after July 31, 2007 for any such purchase or other acquisition,
      when aggregated with the total cash consideration paid by or on behalf of the
      Company and its Subsidiaries for all other purchases and other acquisitions
      made
      by the Company and its Subsidiaries pursuant to this clause (vii), shall not
      exceed $150,000,000;

     

    (D) (1)
      immediately before and immediately after giving effect to any such purchase
      or
      other acquisition, no Default shall have occurred and be continuing and (2)
      immediately after giving effect to such purchase or other acquisition, the
      Company and its Subsidiaries shall be in pro forma compliance with all of the
      covenants set forth in Section 5.03, such compliance to be determined on the
      basis of financial statements of such Person or assets as though such purchase
      or other acquisition had been consummated as of the first day of the fiscal
      period covered thereby; and

     

    (E) the
      Company shall have delivered to the Agent, on behalf of the Lenders, at least
      five Business Days prior to the date on which any such purchase or other
      acquisition is to be consummated, a certificate of the chief financial officer,
      controller or treasurer of the Company, in form and substance reasonably
      satisfactory to the Agent, certifying that all of the requirements set forth
      in
      this clause (vii) have been satisfied or will be satisfied on or prior to the
      consummation of such purchase or other acquisition; and

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    (viii) Investments
      by the Company and its Subsidiaries after July 31, 2007 which are not otherwise
      permitted under this Section 5.02(g) in an aggregate amount not to exceed
      $100,000,000; provided
      that,
      with respect to each Investment made after the date hereof pursuant to this
      clause (viii):

     

    (A) such
      Investment shall be in property and assets which are part of, or in lines of
      business that are, substantially the same lines of business as one or more
      of
      the principal businesses of the Company and its Subsidiaries in the ordinary
      course or complimentary lines of business;

     

    (B) any
      determination of the amount of such Investment shall include all cash
      consideration (including, without limitation, earnouts and other contingent
      payment obligations to, and the aggregate amounts paid or to be paid under
      noncompete, consulting and other affiliated agreements with, the sellers of
      such
      investment and all assumptions of debt, liabilities and other obligations in
      connection therewith) paid by or on behalf of the Company and its Subsidiaries
      in connection with such Investment; and

     

    (C) (1)
      immediately before and immediately after giving effect to any such purchase
      or
      other acquisition, no Default shall have occurred and be continuing and (2)
      immediately after giving effect to such purchase or other acquisition, the
      Company and its Subsidiaries shall be in pro forma compliance with all of the
      covenants set forth in Section 5.03, such compliance to be determined on the
      basis of financial statements for such Investment as though such Investment
      had
      been consummated as of the first day of the fiscal period covered
      thereby.

     

    (h) Change
      in Nature of Business.
      (i)
      Make, or permit any of its Subsidiaries to make, any material change in the
      nature of its business as carried on at the date hereof; (ii) permit any entity
      created as a special purpose entity in connection with any receivables
      securitization program to own any material assets or have any material
      liabilities other than in connection with its activities as a special purpose
      vehicle to facilitate such receivables securitization program; and (iii) permit
      Crompton International Corp. to engage in any material operations, or own any
      material assets or have any material liabilities other than its ownership of
      the
      equity interests of Subsidiaries of the Company organized in jurisdictions
      outside of the United States, in each case so long as Crompton International
      Corp. is not a Subsidiary Guarantor.

     

    (i) Negative
      Pledge.
      Enter
      into or suffer to exist, or permit any of its Subsidiaries to enter into or
      suffer to exist, any agreement prohibiting or conditioning the creation or
      assumption of any Lien upon any of its property or assets except
      (i) agreements in favor of the Lenders or (ii) prohibitions or
      conditions under (A) indentures, agreements or instruments in effect on the
      date hereof and any similar indentures, agreements or instruments that are
      no
      more restrictive as to the ability of the Company or its Subsidiaries to incur
      Liens than such existing indentures, agreements or instruments, (B) any
      purchase money Debt solely to the extent that the agreement or instrument
      governing such Debt prohibits a Lien on the property acquired with the proceeds
      of such Debt, (C) any Capitalized Lease solely to the extent that such
      Capitalized Lease prohibits a Lien on the property subject thereto, (D) any
      agreement in effect on the date any Person first becomes a Subsidiary of the
      Company (so long as such agreement was not entered into solely in contemplation
      of such Person becoming a Subsidiary of the Company), (E) any restrictions
      consisting of customary provisions restricting assignment, subletting or other
      transfers contained in leases, licenses and other agreements entered into in
      the
      ordinary course of business so long as such restrictions do not extend to assets
      other than those that are the subject of such lease, license or other agreement
      or (F) restrictions with respect to any asset pending the close of the sale
      of
      such asset.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    (j) Partnerships,
      Etc.
      Until
      the Company has an Investment Grade Rating, become a general partner in any
      general or limited partnership or joint venture, or permit any of its
      Subsidiaries to do so, other than any Subsidiary the sole assets of which
      consist of its interest in such partnership or joint venture.

     

    (k) Speculative
      Transactions.
      Engage,
      or permit any of its Subsidiaries to engage, in any transaction involving
      commodity options or futures contracts or any similar speculative transactions
      (including, without limitation, take-or-pay contracts) solely for speculative
      purposes or other than for the purpose of hedging risks associated with the
      businesses of the Company and its Subsidiaries in the ordinary course of such
      businesses.

     

    (l) Payment
      Restrictions Affecting Subsidiaries.
      Directly or indirectly, enter into or suffer to exist, or permit any of its
      Subsidiaries to enter into or suffer to exist, any agreement or arrangement
      limiting the ability of any of its Subsidiaries to declare or pay dividends
      or
      other distributions in respect of its Equity Interests or repay or prepay any
      Debt owed to, make loans or advances to, or otherwise transfer assets to or
      make
      Investments in, the Company or any Subsidiary of the Company (whether through
      a
      covenant restricting dividends, loans, asset transfers or investments, a
      financial covenant or otherwise), except (i) the Loan Documents, (ii) any
      indenture, agreement or instrument existing on the date hereof and any similar
      indentures, agreements or instruments that are no more restrictive as to the
      ability of the Company or its Subsidiaries to declare or pay dividends or other
      distributions in respect of its Equity Interests or repay or prepay any Debt
      than such existing indentures, agreements or instruments, (iii) any agreement
      in
      effect at the time a Person first became a Subsidiary of the Company, so long
      as
      such agreement was not entered into solely in contemplation of such Person
      becoming a Subsidiary of the Company, (iv) any restrictions consisting of
      customary provisions restricting assignment, subletting or other transfers
      contained in leases, licenses and other agreements entered into in the ordinary
      course of business so long as such restrictions do not extend to assets other
      than those that are the subject of such lease, license or other agreement,
      (v)
      restrictions with respect to any asset pending the close of the sale of such
      asset, (vi) any restriction or encumbrance on the transfer of any assets subject
      to the Liens permitted by Section 5.02(a)(ii) or (v), or (vii) under applicable
      law.

     

    SECTION
      5.03. Financial
      Covenants.
      So long
      as any Advance shall remain unpaid, any Letter of Credit is outstanding or
      any
      Lender shall have any Commitment hereunder, the Company will:

     

    (a) Leverage
      Ratio.
      Maintain, as of any date, a ratio of Covenant Debt of the Company and its
      Subsidiaries at such date to Consolidated EBITDA of the Company and its
      Subsidiaries for the most recently completed four consecutive fiscal quarters
      of
      not greater than the amount set forth below for each period set forth
      below:

     

    
      	
              Quarter

              Ending
                On

            	 	
               

              Ratio

            
	
              June
                30, 2005

            	 	
              4.00
                : 1.00

            
	
              September
                30, 2005

            	 	
              4.00
                : 1.00

            
	
              December
                31, 2005

            	 	
              3.25
                : 1.00

            
	
              March
                31, 2006

            	 	
              3.25
                : 1.00

            
	
              June
                30, 2006

            	 	
              3.25
                : 1.00

            
	
              September
                30, 2006

            	 	
              3.25
                : 1.00

            
	
              December
                31, 2006 

            	 	
              3.00
                : 1.00

            
	
              March
                31, 2007

            	 	
              3.70
                :1.00

            
	
              June
                30, 2007

            	 	
              3.70
                :1.00

            
	
              September
                30, 2007

            	 	
              3.00
                :1.00

            
	
              December
                31, 2007 and thereafter

            	 	
              3.00
                :1.00

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    (b) Interest
      Coverage Ratio.
      Maintain a ratio of Consolidated EBITDA of the Company and its Subsidiaries
      to
      Interest Expense of the Company and its Subsidiaries, in each case for the
      period of four consecutive financial quarters most recently ended of not less
      than the amount set forth below for each period set forth below:

    


    
      	
              Quarter

              Ending
                On

            	 	
               

              Ratio

            
	
              June
                30, 2005

            	 	
              3.75
                : 1.00

            
	
              September
                30, 2005

            	 	
              3.75
                : 1.00

            
	
              December
                31, 2005

            	 	
              4.00
                : 1.00

            
	
              March
                31, 2006

            	 	
              4.00
                : 1.00

            
	
              June
                30, 2006

            	 	
              4.00
                : 1.00

            
	
              September
                30, 2006

            	 	
              4.00
                : 1.00

            
	
              December
                31, 2006 

            	 	
              4.00
                : 1.00

            
	
              March
                31, 2007 

            	 	
              3.80
                : 1.00

            
	
              June
                30, 2007

            	 	
              4.00
                : 1.00

            
	
              September
                30, 2007 and thereafter

            	 	
              4.50
                : 1.00

            


    

    


     

    ARTICLE
      VI

     

    EVENTS
      OF
      DEFAULT

     

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

     

    (a) The
      Company or any other Borrower shall fail to pay any principal of any Advance
      when the same becomes due and payable; or the Company or any other Borrower
      shall fail to pay any interest on any Advance or make any other payment of
      fees
      or other amounts payable under this Agreement or any Note within three Business
      Days after the same becomes due and payable; or

     

    (b) Any
      representation or warranty made by any Loan Party herein or by any Loan Party
      (or any of its officers) in connection with this Agreement or by any Designated
      Subsidiary in the Designation Agreement pursuant to which such Designated
      Subsidiary became a Borrower hereunder shall prove to have been incorrect in
      any
      material respect when made; or

     

    (c) (i) The
      Company shall fail to perform or observe any term, covenant or agreement
      contained in Section 5.01(d), (e), (h) or (i), 5.02 or 5.03, or
      (ii) the Company shall fail to perform or observe any other term, covenant
      or agreement contained in this Agreement on its part to be performed or observed
      if such failure shall remain unremedied for 30 days after written notice thereof
      shall have been given to the Company by the Agent or any Lender; or

     

    (d) The
      Company or any of its Subsidiaries shall fail to pay any principal of or premium
      or interest on any Debt that is outstanding in a principal or notional amount
      of
      at least $25,000,000 in the aggregate (but excluding Debt outstanding hereunder)
      of the Company or such Subsidiary (as the case may be), when the same becomes
      due and payable (whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise), and such failure shall continue after the
      applicable grace period, if any, specified in the agreement or instrument
      relating to such Debt; or any other event shall occur or condition shall exist
      under any agreement or instrument relating to any such Debt and shall continue
      after the applicable grace period, if any, specified in such agreement or
      instrument, if the effect of such event or condition is to accelerate, or to
      permit the acceleration of, the maturity of such Debt; or any such Debt shall
      be
      declared to be due and payable, or required to be prepaid or redeemed (other
      than by a regularly scheduled required prepayment or redemption), purchased
      or
      defeased, or an offer to prepay, redeem, purchase or defease such Debt shall
      be
      required to be made (other than prepayments on customary terms in connection
      with sales of assets), in each case prior to the stated maturity thereof;
      or

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    (e) The
      Company or any of its Subsidiaries shall generally not pay its debts as such
      debts become due, or shall admit in writing its inability to pay its debts
      generally, or shall make a general assignment for the benefit of creditors;
      or
      any proceeding shall be instituted by or against the Company or any of its
      Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement, adjustment, protection,
      relief, or composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an
      order for relief or the appointment of a receiver, trustee, custodian or other
      similar official for it or for any substantial part of its property and, in
      the
      case of any such proceeding instituted against it (but not instituted by it),
      either such proceeding shall remain undismissed or unstayed for a period of
      60
      days, or any of the actions sought in such proceeding (including, without
      limitation, the entry of an order for relief against, or the appointment of
      a
      receiver, trustee, custodian or other similar official for, it or for any
      substantial part of its property) shall occur; or the Company or any of its
      Subsidiaries shall take any corporate action to authorize any of the actions
      set
      forth above in this subsection (e); or

     

    (f) Judgments
      or orders for the payment of money in excess of $25,000,000 in the aggregate
      shall be rendered against the Company or any of its Subsidiaries and either
      (i) enforcement proceedings shall have been commenced by any creditor upon
      such judgment or order and not been stayed or (ii) there shall be any
      period of 10 consecutive days during which a stay of enforcement of such
      judgment or order, by reason of a pending appeal or otherwise, shall not be
      in
      effect; provided,
      however,
      that
      any such judgment or order shall not be an Event of Default under this
      Section 6.01(f) if and for so long as (i) the amount of such judgment
      or order is covered by a valid and binding policy of insurance between the
      defendant and the insurer covering payment thereof and (ii) such insurer,
      which shall be rated at least “A” by A.M. Best Company, has been notified of,
      and has not disputed in writing the claim made for payment of, the amount of
      such judgment or order; or

     

    (g) (i) Any
      Person or two or more Persons acting in concert shall have acquired beneficial
      ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
      Commission under the Securities Exchange Act of 1934), directly or indirectly,
      of Voting Stock of the Company (or other securities convertible into such Voting
      Stock) representing 35% or more of the combined voting power of all Voting
      Stock
      of the Company; or (ii) during any period of up to 24 consecutive months,
      commencing after the date of this Agreement, individuals who at the beginning
      of
      such 24-month period were directors of the Company, together with individuals
      who were either (x) elected by a majority of the remaining members of the board
      of directors of the Company or (y) nominated for election by a majority of
      the
      remaining members of the board of directors of the Company, shall cease for
      any
      reason to constitute a majority of the board of directors of the Company;
      or

     

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

     

    (i) any
      Guaranty or any Collateral Document after delivery thereof pursuant to
      Section 3.01 or 5.01(j) shall for any reason cease to be valid and binding
      on or enforceable against any Loan Party party to it, or any such Loan Party
      shall so state in writing; 

     

    then,
      and
      in any such event, the Agent (i) shall at the request, or may with the
      consent, of the Required Lenders, by notice to the Borrowers, declare the
      obligation of each Lender to make Advances (other than Advances to be made
      by an
      Issuing Bank or a Lender pursuant to Section 2.03(c)), each Canadian Lender
      to
      accept and/or purchase Bankers’ Acceptances and/or make BA Equivalent Notes and
      of the Issuing Banks to issue Letters of Credit to be terminated, whereupon
      the
      same shall forthwith terminate, and (ii) shall at the request, or may with
      the consent, of the Required Lenders, by notice to the Borrowers, declare the
      Advances, the Bankers’ Acceptances and the BA Equivalent Notes, all interest
      thereon and all other amounts payable under this Agreement to be forthwith
      due
      and payable, whereupon the Advances, the Bankers’ Acceptances and the BA
      Equivalent Notes, all such interest and all such amounts shall become and be
      forthwith due and payable, without presentment, demand, protest or further
      notice of any kind, all of which are hereby expressly waived by each Borrower;
      provided,
      however,
      that in
      the event of an actual or deemed entry of an order for relief with respect
      to
      the Company or any other Borrower under any Bankruptcy Law, (A) the
      obligation of each Lender to make Advances (other than Advances to be made
      by an
      Issuing Bank or a Lender pursuant to Section 2.03(c)), each Canadian Lender
      to
      accept and/or purchase Bankers’ Acceptances and/or make BA Equivalent Notes and
      of the Issuing Banks to issue Letters of Credit shall automatically be
      terminated and (B) the Advances, the Bankers’ Acceptances and the BA
      Equivalent Notes, all such interest and all such amounts shall automatically
      become and be due and payable, without presentment, demand, protest or any
      notice of any kind, all of which are hereby expressly waived by each
      Borrower.

     

    
      
        
        

      

      
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    SECTION
      6.02. Actions
      in Respect of the Letters of Credit upon Default.
      If any
      Event of Default shall have occurred and be continuing, the Agent may with
      the
      consent, or shall at the request, of the Required Lenders, irrespective of
      whether it is taking any of the actions described in Section 6.01 or otherwise,
      make demand upon the Borrowers to, and forthwith upon such demand the Borrowers
      will, (a) pay to the Agent on behalf of the Lenders in same day funds at the
      Agent's office designated in such demand, for deposit in the L/C Cash Deposit
      Account, an amount equal to the aggregate Available Amount of all Letters of
      Credit then outstanding or (b) make such other arrangements in respect of the
      outstanding Letters of Credit as shall be acceptable
      to the Required Lenders and not more disadvantageous to the Borrowers than
      clause (a);
      provided,
      however,
      that in
      the event of an actual or deemed entry of an order for relief with respect
      to
      any Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate
      Available Amount of all outstanding Letters of Credit shall be immediately
      due
      and payable to the Agent for the account of the Lenders without notice to or
      demand upon the Borrowers, which are expressly waived by each Borrower, to
      be
      held in the L/C Cash Deposit Account. If at any time an Event of Default is
      continuing the Agent determines that any funds held in the L/C Cash Deposit
      Account are subject to any right or claim of any Person other than the Agent
      and
      the Lenders or that the total amount of such funds is less than the aggregate
      Available Amount of all Letters of Credit, the Borrowers will, forthwith upon
      demand by the Agent, pay to the Agent, as additional funds to be deposited
      and
      held in the L/C Cash Deposit Account, an amount equal to the excess of (a)
      such
      aggregate Available Amount over (b) the total amount of funds, if any, then
      held
      in the L/C Cash Deposit Account that the Agent determines to be free and clear
      of any such right and claim. Upon the drawing of any Letter of Credit, to the
      extent funds are on deposit in the L/C Cash Deposit Account, such funds shall
      be
      applied to reimburse the Issuing Banks to the extent permitted by applicable
      law. After all such Letters of Credit shall have expired or been fully drawn
      upon and all other obligations of the Borrowers hereunder and under the Notes
      shall have been paid in full, the balance, if any, in such L/C Cash Deposit
      Account shall be returned to the Borrowers.

     

    ARTICLE
      VII

     

    GUARANTY

     

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

     

    
      
        
        

      

      
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    (b) Each
      Guarantor, and by its acceptance of this Guaranty, the Agent and each Lender,
      hereby confirms that it is the intention of all such Persons that this Guaranty
      and the obligations of each
      Subsidiary Guarantor hereunder not constitute a fraudulent transfer or
      conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
      Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or
      state law to the extent applicable to this Guaranty and the obligations of
      each
      Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the
      Agent, the Lenders and the Guarantors hereby irrevocably agree that the
      obligations of each Subsidiary Guarantor under this Guaranty at any time shall
      be limited to the maximum amount as will result in the obligations of such
      Guarantor under this Guaranty not constituting a fraudulent transfer or
      conveyance.

     

    (c) Each
      Guarantor hereby unconditionally and irrevocably agrees that in the event any
      payment shall be required to be made to the Agent or any Lender under this
      Guaranty or any other guaranty, such Guarantor will contribute, to the maximum
      extent permitted by law, such amounts to each other Guarantor and each other
      guarantor so as to maximize the aggregate amount paid to the Agent and the
      Lenders under or in respect of the Loan Documents.

     

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

     

    (a) any
      lack
      of validity or enforceability of any Loan Document or any agreement or
      instrument relating thereto;

     

    (b) any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations or any other obligations of any other
      Loan
      Party under or in respect of the Loan Documents, or any other amendment or
      waiver of or any consent to departure from any Loan Document, including, without
      limitation, any increase in the Guaranteed Obligations resulting from the
      extension of additional credit to any Loan Party or any of its Subsidiaries
      or
      otherwise;

     

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

     

    (d) any
      manner of application of any collateral, or proceeds thereof, to all or any
      of
      the Guaranteed Obligations, or any manner of sale or other disposition of any
      collateral for all or any of the Guaranteed Obligations or any other obligations
      of any Loan Party under the Loan Documents or any other assets of any Loan
      Party
      or any of its Subsidiaries;

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      7.04. Subrogation.
      Each
      Guarantor hereby unconditionally and irrevocably agrees not to exercise any
      rights that it may now have or hereafter acquire against any other Loan Party
      or
      any other insider guarantor that arise from the existence, payment, performance
      or enforcement of such Guarantor's obligations under or in respect of this
      Guaranty or any other Loan Document, including, without limitation, any right
      of
      subrogation, reimbursement, exoneration, contribution or indemnification and
      any
      right to participate in any claim or remedy of the Agent or any Lender against
      any other Loan Party or any other insider guarantor or any collateral, whether
      or not such claim, remedy or right arises in equity or under contract, statute
      or common law, including, without limitation, the right to take or receive
      from
      any other Loan Party or any other insider guarantor, directly or indirectly,
      in
      cash or other property or by set-off or in any other manner, payment or security
      on account of such claim, remedy or right, unless and until all of the
      Guaranteed Obligations and all other amounts payable under this Guaranty shall
      have been paid in full in cash, all Letters of Credit shall have expired or
      been
      terminated and the Commitments shall have expired or been terminated. If any
      amount shall be paid to any Guarantor in violation of the immediately preceding
      sentence at any time prior to the latest of (a) the payment in full in cash
      of the Guaranteed Obligations and all other amounts payable under this Guaranty,
      (b) the Termination Date and (c) the latest date of expiration or
      termination of all Letters of Credit, such amount shall be received and held
      in
      trust for the benefit of the Agent and the Lenders, shall be segregated from
      other property and funds of such Guarantor and shall forthwith be paid or
      delivered to the Agent in the same form as so received (with any necessary
      endorsement or assignment) to be credited and applied to the Guaranteed
      Obligations and all other amounts payable under this Guaranty, whether matured
      or unmatured, in accordance with the terms of the Loan Documents, or to be
      held
      as collateral for any Guaranteed Obligations or other amounts payable under
      this
      Guaranty thereafter arising. If (i) any Guarantor shall make payment to the
      Agent or any Lender of all or any part of the Guaranteed Obligations,
      (ii) all of the Guaranteed Obligations and all other amounts payable under
      this Guaranty shall have been paid in full in cash, (iii) the Termination
      Date shall have occurred and (iv) all Letters of Credit shall have expired
      or been terminated, the Agent and the Lenders will, at such Guarantor's request
      and expense, execute and deliver to such Guarantor appropriate documents,
      without recourse and without representation or warranty, necessary to evidence
      the transfer by subrogation to such Guarantor of an interest in the Guaranteed
      Obligations resulting from such payment made by such Guarantor pursuant to
      this
      Guaranty.

     

    
      
        
        

      

      
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    SECTION
      7.05. Subordination.
      Each
      Guarantor hereby subordinates any and all debts, liabilities and other
      obligations owed to such Guarantor by each other Loan Party (the “Subordinated
      Obligations”)
      to the
      Guaranteed Obligations to the extent and in the manner hereinafter set forth
      in
      this Section 7.05:

     

    (a) Prohibited
      Payments, Etc.
      Except
      during the continuance of an Event of Default under Section 6.01(a) or (e)
      (including the commencement and continuation of any proceeding under any
      Bankruptcy Law relating to such Loan Party), each Guarantor may receive
      regularly scheduled payments from such Loan Party on account of the Subordinated
      Obligations. After the occurrence and during the continuance of any Event of
      Default under Section 6.01(a) or (e) (including the commencement and
      continuation of any proceeding under any Bankruptcy Law relating to such Loan
      Party), however, unless the Required Lenders otherwise agree, no Guarantor
      shall
      demand, accept or take any action to collect any payment on account of the
      Subordinated Obligations.

     

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

     

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

     

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

     

    SECTION
      7.06. Guaranty
      Supplements.
      Upon
      the
      execution and delivery by any Person of a guaranty supplement in substantially
      the form of Exhibit F hereto (each, a “Guaranty
      Supplement”),
      (a) such Person shall be referred to as an “Additional
      Guarantor”
and
      shall become and be a Guarantor hereunder, and each reference in this Guaranty
      to a “Guarantor” shall also mean and be a reference to such Additional
      Guarantor, and each reference in any other Loan Document to a “Subsidiary
      Guarantor” shall also mean and be a reference to such Additional Guarantor, and
      (b) each reference herein to “this Guaranty,” “hereunder,” “hereof” or
      words of like import referring to this Guaranty, and each reference in any
      other
      Loan Document to the “Guaranty,” “thereunder,” “thereof” or words of like import
      referring to this Guaranty, shall mean and be a reference to this Guaranty
      as
      supplemented by such Guaranty Supplement.

     

    
      
        
        

      

      
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    SECTION
      7.07. Continuing
      Guaranty; Assignments.
      This
      Guaranty is a continuing guaranty and shall (a) remain in full force and
      effect until the latest of (i) the payment in full in cash of the
      Guaranteed Obligations and all other amounts payable under this Guaranty, (ii)
      the Termination Date and (iii) the latest date of expiration or termination
      of all Letters of Credit, (b) be binding upon each Guarantor, its
      successors and assigns and (c) inure to the benefit of and be enforceable
      by the Agent and the Lenders and their successors, transferees and assigns.
      Without limiting the generality of clause (c) of the immediately preceding
      sentence, the Agent or any Lender may assign or otherwise transfer all or any
      portion of its rights and obligations under this Agreement (including, without
      limitation, all or any portion of its Commitments, the Advances owing to it
      and
      any Note or Notes held by it) to any other Person, and such other Person shall
      thereupon become vested with all the benefits in respect thereof granted to
      the
      Agent or such Lender herein or otherwise, in each case as and to the extent
      provided in Section 9.07. No Guarantor shall have the right to assign its
      rights hereunder or any interest herein without the prior written consent of
      the
      Lenders.

     

    ARTICLE
      VIII

     

    THE
      AGENT

     

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

     

    SECTION
      8.02. Agent's
      Reliance, Etc.
      Neither
      the Agent nor any of its directors, officers, agents or employees shall be
      liable for any action taken or omitted to be taken by it or them under or in
      connection with any Loan Document, except for its or their own gross negligence
      or willful misconduct. Without limitation of the generality of the foregoing,
      the Agent: (i) may treat the Lender
      that made any Advance as the holder of the Debt resulting therefrom until the
      Agent receives and accepts an Assumption Agreement entered into by an Assuming
      Lender as provided in Section 2.18 or an Assignment and Acceptance entered
      into
      by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided
      in Section 9.07; (ii) may consult with legal counsel (including
      counsel for the Company), independent public accountants and other experts
      selected by it and shall not be liable for any action taken or omitted to be
      taken in good faith by it in accordance with the advice of such counsel,
      accountants or experts; (iii) makes no warranty or representation to any
      Lender and shall not be responsible to any Lender for any statements, warranties
      or representations (whether written or oral) made in or in connection with
      any
      Loan Document; (iv) shall not have any duty to ascertain or to inquire as
      to the performance, observance or satisfaction of any of the terms, covenants
      or
      conditions of any Loan Document on the part of any Loan Party or the existence
      at any time of any Default or to inspect the property (including the books
      and
      records) of the Company or any other Loan Party; (v) shall not be
      responsible to any Lender for the due execution, legality, validity,
      enforceability, genuineness, sufficiency or value of, or the perfection or
      priority of any lien or security interest created or purported to be created
      under or in connection with, any Loan Document or any other instrument or
      document furnished pursuant hereto; and (vi) shall incur no liability under
      or in respect of any Loan Document by acting upon any notice, consent,
      certificate or other instrument or writing (which may be by telecopier or
      telegram) believed by it to be genuine and signed or sent by the proper party
      or
      parties.

     

    
      
        
        

      

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

     

    SECTION
      8.04. Lender
      Credit Decision.
      Each
      Lender acknowledges that it has, independently and without reliance upon the
      Agent or any other Lender and based on the financial statements referred to
      in
      Section 4.01 and such other documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement. Each Lender also acknowledges that it will, independently and without
      reliance upon the Agent or any other Lender and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit decisions in taking or not taking action under this Agreement.


     

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

     

    (b) Each
      Lender severally agrees to indemnify the Issuing Banks (to the extent not
      promptly reimbursed by the Company) from and against such Lender's Ratable
      Share
      of any and all liabilities, obligations, losses, damages, actions, judgments,
      suits, costs, expenses or disbursements of any kind or nature whatsoever that
      may be imposed on, incurred by, or asserted against any such Issuing Bank in
      any
      way relating to or arising out of the Loan Documents or any action taken or
      omitted by such Issuing Bank in its capacity as such hereunder or in connection
      herewith; provided,
      however,
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, actions, judgments, suits, costs, expenses or disbursements resulting
      from such Issuing Bank's gross negligence or willful misconduct. Without
      limitation of the foregoing, each Lender agrees to reimburse any such Issuing
      Bank promptly upon demand for its Ratable Share of any costs and expenses
      (including, without limitation, fees and expenses of counsel) payable by the
      Company under Section 9.04, to the extent that such Issuing Bank is not promptly
      reimbursed for such costs and expenses by the Company.

     

    (c) The
      failure of any Lender to reimburse the Agent or any Issuing Bank promptly upon
      demand for its Ratable Share of any amount required to be paid by the Lenders
      to
      the Agent as provided herein shall not relieve any other Lender of its
      obligation hereunder to reimburse the Agent or any Issuing Bank for its Ratable
      Share of such amount, but no Lender shall be responsible for the failure of
      any
      other Lender to reimburse the Agent or any Issuing Bank for such other Lender's
      Ratable Share of such amount. Without prejudice to the survival of any other
      agreement of any Lender hereunder, the agreement and obligations of each Lender
      contained in this Section 8.05 shall survive the payment in full of principal,
      interest and all other amounts payable hereunder and under the Notes. Each
      of
      the Agent and each Issuing Bank agrees to return to the Lenders their respective
      Ratable Shares of any amounts paid under this Section 8.05 that are subsequently
      reimbursed by the Company.

     

    
      
        
        

      

      
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    SECTION
      8.06. Successor
      Agent.
      The
      Agent may resign at any time by giving written notice thereof to the Lenders
      and
      the Company and may be removed at any time with or without cause by the Required
      Lenders. Upon any such resignation or removal, the Required Lenders shall have
      the right to appoint a successor Agent with the consent of the Company, so
      long
      as no Event of Default shall have occurred and be continuing and which consent
      shall not be unreasonably withheld or delayed. If no successor Agent shall
      have
      been so appointed by the Required Lenders, and shall have accepted such
      appointment, within 30 days after the retiring Agent's giving of notice of
      resignation or the Required Lenders' removal of the retiring Agent, then the
      retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
      shall be a commercial bank organized under the laws of the United States of
      America or of any State thereof and having a combined capital and surplus of
      at
      least $500,000,000. Upon the acceptance of any appointment as Agent hereunder
      by
      a successor Agent, such successor Agent shall thereupon succeed to and become
      vested with all the rights, powers, discretion, privileges and duties of the
      retiring Agent, and the retiring Agent shall be discharged from its duties
      and
      obligations under this Agreement. After any retiring Agent's resignation or
      removal hereunder as Agent, the provisions of this Article VIII shall inure
      to its benefit as to any actions taken or omitted to be taken by it while it
      was
      Agent under this Agreement.

     

    SECTION
      8.07. Sub-Agent.
      The
      Sub-Agent has been designated under this Agreement to carry out duties of the
      Agent. The Sub-Agent shall be subject to each of the obligations in this
      Agreement to be performed by the Sub-Agent, and each of the Company, each other
      Borrower, the Lenders and the Canadian Lenders agrees that the Sub-Agent shall
      be entitled to exercise each of the rights and shall be entitled to each of
      the
      benefits of the Agent under this Agreement as relate to the performance of
      its
      obligations hereunder. References in Sections 2.14 and 2.19 to the Agent shall
      also include the Sub-Agent.

     

    SECTION
      8.08. Other
      Agents.
      Each
      Lender hereby acknowledges that none of the syndication agents, the
      documentation agents nor any other Lender designated as any “Agent” on the
      signature pages hereof has any liability hereunder other than in its capacity
      as
      a Lender.

     

    ARTICLE
      IX

     

    MISCELLANEOUS

     

    SECTION
      9.01. Amendments,
      Etc.
      No
      amendment or waiver of any provision of this Agreement or the Notes, nor consent
      to any departure by any Borrower therefrom, shall in any event be effective
      unless the same shall be in writing and signed by the Required Lenders, and
      then
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which given; provided,
      however,
      that no
      amendment, waiver or consent shall, unless in writing and signed by all the
      Lenders, do any of the following: (a) waive any of the conditions specified
      in Section 3.01, (b) increase the Commitments of the Lenders other
      than in accordance with Section 2.18, (c) reduce the principal of, or
      interest on, the Advances, the Face Amount of any Bankers’ Acceptances or BA
      Equivalent Notes or any fees or other amounts payable hereunder,
      (d) postpone any date fixed for any payment of principal of, or interest
      on, the Advances, the Face Amount of any Bankers’ Acceptances or BA Equivalent
      Notes or any fees or other amounts payable hereunder, (e) change the
      percentage of the Commitments or of the aggregate unpaid principal amount of
      the
      Advances, the Face Amount of any Bankers’ Acceptances or BA Equivalent Notes, or
      the number of Lenders, that shall be required for the Lenders or any of them
      to
      take any action hereunder, (f) release one or more Guarantors (or otherwise
      limit such Guarantors' liability with respect to the obligations owing to the
      Agent and the Lenders under the Guaranties) if such release or limitation is
      in
      respect of all or substantially all of the value of the Guaranties to the
      Lenders, (g) during the Security Period, release all or substantially all of
      the
      Collateral in any transaction or series of related transactions, (h) amend
      this
      Section 9.01, or (i) extend the Termination Date; and provided further
      that (x)
      no amendment, waiver or consent shall, unless in writing and signed by the
      Agent
      in addition to the Lenders required above to take such action, affect the rights
      or duties of the Agent under this Agreement or any Note and (y) no amendment,
      waiver or consent shall, unless in writing and signed by the Canadian Lenders
      or
      the Issuing Banks, as the case may be, in addition to the Lenders required
      above
      to take such action, adversely affect the rights or obligations of the Canadian
      Lenders or the Issuing Banks, as the case may be, in their capacities as such
      under this Agreement.

     

    SECTION
      9.02. Notices,
      Etc.
      (a) All
      notices and other communications provided for hereunder shall be either (x)
      in
      writing (including telecopier or telegraphic communication) and mailed,
      telecopied, telegraphed or delivered or (y) as and to the extent set forth
      in
      Section 9.02(b) and in the proviso to this Section 9.02(a), if to the Company
      or
      any other Borrower, at the Company's address at 199 Benson Road, Middlebury,
      Connecticut 06749, Attention: Treasurer, with a copy to General Counsel; if
      to
      any Initial Lender, at its Domestic Lending Office specified opposite its name
      on Schedule I hereto; if to any other Lender, at its Domestic Lending
      Office specified in the Assumption Agreement or the Assignment and Acceptance
      pursuant to which it became a Lender; and if to the Agent, at its address at
      Two
      Penns Way, New Castle, 19720, Attention: Bank Loan Syndications Department;
      or,
      as to the Company or the Agent, at such other address as shall be designated
      by
      such party in a written notice to the other parties and, as to each other party,
      at such other address as shall be designated by such party in a written notice
      to the Company and the Agent, provided
      that
      materials required to be delivered pursuant to Section 5.01(i)(i), (ii) or
      (v)
      shall be delivered to the Agent as specified in Section 9.02(b) or as otherwise
      specified to the Company by the Agent. All such notices and communications
      shall, when mailed, telecopied, telegraphed or e-mailed, be effective when
      deposited in the mails, telecopied, delivered to the telegraph company or
      confirmed by e-mail, respectively, except that notices and communications to
      the
      Agent pursuant to Article II, III or VIII shall not be effective until
      received by the Agent. Delivery by telecopier of an executed counterpart of
      any
      amendment or waiver of any provision of this Agreement or the Notes or of any
      Exhibit hereto to be executed and delivered hereunder shall be effective as
      delivery of a manually executed counterpart thereof.

     

    
      
        
        

      

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

     

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

     

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

     

    SECTION
      9.04. Costs
      and Expenses.
      (a) The
      Company agrees to pay on demand all reasonable and documented costs and expenses
      of the Agent in connection with the preparation, execution, delivery,
      administration, modification and amendment of the Loan Documents and the other
      documents to be delivered hereunder, including, without limitation, (A) all
      due diligence, syndication (including printing, distribution and bank meetings),
      transportation, computer, duplication, appraisal, consultant, and audit expenses
      and (B) the reasonable fees and expenses of counsel for the Agent with
      respect thereto and with respect to advising the Agent as to its rights and
      responsibilities under the Loan Documents. The Company further agrees to pay
      on
      demand all costs and expenses of the Agent and the Lenders, if any (including,
      without limitation, reasonable counsel fees and expenses), in connection with
      the enforcement (whether through negotiations, legal proceedings or otherwise)
      of the Loan Documents, including, without limitation, reasonable fees and
      expenses of counsel for the Agent and each Lender in connection with the
      enforcement of rights under this Section 9.04(a).

     

    
      
        
        

      

      
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    (b) The
      Company agrees to indemnify and hold harmless the Agent and each Lender and
      each
      of their Affiliates and their officers, directors, employees, agents and
      advisors (each, an “Indemnified
      Party”)
      from
      and against any and all claims, damages, losses, liabilities and expenses
      (including, without limitation, reasonable fees and expenses of counsel)
      incurred by or asserted or awarded against any Indemnified Party, in each case
      arising out of or in connection with or by reason of (including, without
      limitation, in connection with any investigation, litigation or proceeding
      or
      preparation of a defense in connection therewith) (i) any Loan Document,
      any of the transactions contemplated herein or the actual or proposed use of
      the
      proceeds of the Advances, the Bankers’ Acceptances, BA Equivalent Notes or
      Letters of Credit or (ii) the actual or alleged presence of Hazardous
      Materials on any property of the Company or any of its Subsidiaries or any
      Environmental Action relating in any way to the Company or any of its
      Subsidiaries, except to the extent such claim, damage, loss, liability or
      expense is found in a final, non-appealable judgment by a court of competent
      jurisdiction to have resulted from such Indemnified Party's gross negligence
      or
      willful misconduct. In the case of an investigation, litigation or other
      proceeding to which the indemnity in this Section 9.04(b) applies, such
      indemnity shall be effective whether or not such investigation, litigation
      or
      proceeding is brought by the Company, its directors, equityholders or creditors
      or an Indemnified Party or any other Person, whether or not any Indemnified
      Party is otherwise a party thereto and whether or not the transactions
      contemplated hereby are consummated. The Company and the Indemnified Parties
      agree not to assert any claim for special, indirect, consequential or punitive
      damages against any Indemnified Party or the Company, on any theory of
      liability, arising out of or otherwise relating to any Loan Document, any of
      the
      transactions contemplated herein or the actual or proposed use of the proceeds
      of the Advances or the Bankers’ Acceptances or BA Equivalent Notes. The Company
      further agrees to pay any civil penalty or fine assessed by OFAC against the
      Agent or any Lender and all reasonable costs and expenses (including, without
      limitation, reasonable counsel fees and expenses) incurred in connection with
      the defense thereof, as a result of conduct by any Borrower that violates a
      sanction enforced by OFAC. 

     

    (c) If
      any
      payment of principal of, or Conversion of, any Eurocurrency Rate Advance is
      made
      by any Borrower to or for the account of a Lender (i) other than on the last
      day
      of the Interest Period for such Advance, as a result of a payment or Conversion
      pursuant to Section 2.08, 2.10 or 2.12, acceleration of the maturity of the
      Advances pursuant to Section 6.01 or for any other reason, or by an
      Eligible Assignee to a Lender other than on the last day of the Interest Period
      for such Advance upon an assignment of rights and obligations under this
      Agreement pursuant to Section 9.07 as a result of a demand by the Company
      pursuant to Section 9.07(a) or (ii) as a result of a payment or Conversion
      pursuant to Section 2.08, 2.10 or 2.12, such Borrower shall, upon demand by
      such
      Lender (with a copy of such demand to the Agent), pay to the Agent for the
      account of such Lender any amounts required to compensate such Lender for any
      additional losses, costs or expenses that it may reasonably incur as a result
      of
      such payment or Conversion, including, without limitation, any loss (excluding
      loss of anticipated profits), cost or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by any Lender
      to
      fund or maintain such Advance. If the amount of the Committed Currency purchased
      by any Lender in the case of a Conversion or exchange of Advances in the case
      of
      Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender's liability
      in respect of such Advances, such Lender agrees to remit to the applicable
      Borrower such excess.

     

    (d) Without
      prejudice to the survival of any other agreement of the Borrowers hereunder,
      the
      agreements and obligations of the Borrowers contained in Sections 2.11,
      2.14 and 9.04 shall survive the payment in full of principal, interest and
      all
      other amounts payable hereunder and under the Notes.

     

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

     

    
      
        
        

      

      
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    SECTION
      9.06. Binding
      Effect.
      This
      Agreement shall become effective (other than Section 2.01, which shall only
      become effective upon satisfaction of the conditions precedent set forth in
      Section 3.01) when it shall have been executed by the Company and the other
      Loan Parties to be party hereto as of the date hereof and the Agent and when
      the
      Agent shall have been notified by each Initial Lender that such Initial Lender
      has executed it and thereafter shall be binding upon and inure to the benefit
      of
      the Company, the other Loan Parties, the Agent and each Lender and their
      respective successors and assigns, except that neither the Company nor any
      other
      Loan Party shall have the right to assign its rights hereunder or any interest
      herein without the prior written consent of the Lenders.

     

    SECTION
      9.07. Assignments
      and Participations.
      (a)
      Each Lender may with the consent of each Issuing Bank (which consent shall
      not
      be unreasonably withheld or delayed) and, if demanded by the Company (so long
      as
      no Default shall have occurred and be continuing and following (w) the refusal
      of such Lender to approve any request for an amendment, waiver or consent,
      (x) a
      demand by such Lender pursuant to Section 2.11 or 2.14, (y) an assertion of
      illegality by such Lender pursuant to Section 2.12 or (z) the failure of such
      Lender to perform its obligations hereunder) upon at least five Business Days'
      notice to such Lender and the Agent, will assign to one or more Persons all
      or a
      portion of its rights and obligations under this Agreement (including, without
      limitation, all or a portion of its Revolving Credit Commitment, its Unissued
      Letter of Credit Commitment, the Advances owing to it, its participations in
      Letters of Credit and the Note or Notes held by it); provided,
      however,
      that
      (i) each such assignment shall be of a constant, and not a varying,
      percentage of all rights and obligations under this Agreement, (ii) except
      in the case of an assignment to a Person that, immediately prior to such
      assignment, was a Lender or an assignment of all of a Lender's rights and
      obligations under this Agreement, the amount of (x) the Revolving Credit
      Commitment of the assigning Lender being assigned pursuant to each such
      assignment (determined as of the date of the Assignment and Acceptance with
      respect to such assignment) shall in no event be less than $5,000,000 or an
      integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter
      of
      Credit Commitment of the assigning Lender being assigned pursuant to each such
      assignment (determined as of the date of the Assignment and Acceptance with
      respect to such assignment) shall in no event be less than $5,000,000 or an
      integral multiple of $1,000,000 in excess thereof, in each case, unless the
      Company and the Agent otherwise agree, (iii) each such assignment shall be
      to an Eligible Assignee, (iv) each such assignment made as a result of a demand
      by the Company pursuant to this Section 9.07(a) shall be arranged by the
      Company after consultation with the Agent and shall be either an assignment
      of
      all of the rights and obligations of the assigning Lender under this Agreement
      or an assignment of a portion of such rights and obligations made concurrently
      with another such assignment or other such assignments that together cover
      all
      of the rights and obligations of the assigning Lender under this Agreement,
      (v) no Lender shall be obligated to make any such assignment as a result of
      a demand by the Company pursuant to this Section 9.07(a) unless and until
      such Lender shall have received one or more payments from either the Borrowers
      or one or more Eligible Assignees in an aggregate amount at least equal to
      the
      aggregate outstanding principal amount of the Advances owing to such Lender,
      together with accrued interest thereon to the date of payment of such principal
      amount and all other amounts payable to such Lender under this Agreement, and
      (vi) the parties to each such assignment shall execute and deliver to the
      Agent, for its acceptance and recording in the Register, an Assignment and
      Acceptance, together with any Note subject to such assignment and a processing
      and recordation fee of $3,500 payable by the parties to each such assignment,
      provided,
      however,
      that in
      the case of each assignment made as a result of a demand by the Company, such
      recordation fee shall be payable by the Company except that no such recordation
      fee shall be payable in the case of an assignment made at the request of the
      Company to an Eligible Assignee that is an existing Lender. Upon such execution,
      delivery, acceptance and recording, from and after the effective date specified
      in each Assignment and Acceptance, (x) the assignee thereunder shall be a
      party hereto and, to the extent that rights and obligations hereunder have
      been
      assigned to it pursuant to such Assignment and Acceptance, have the rights
      and
      obligations of a Lender hereunder and (y) the Lender assignor thereunder
      shall, to the extent that rights and obligations hereunder have been assigned
      by
      it pursuant to such Assignment and Acceptance, relinquish its rights (other
      than
      its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder
      relates to an event arising prior to such assignment) and be released from
      its
      obligations (other than its obligations under Section 8.05 to the extent any
      claim thereunder relates to an event arising prior to such assignment) under
      this Agreement (and, in the case of an Assignment and Acceptance covering all
      or
      the remaining portion of an assigning Lender's rights and obligations under
      this
      Agreement, such Lender shall cease to be a party hereto).

     

    
      
        
        

      

      
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    (b) By
      executing and delivering an Assignment and Acceptance, the Lender assignor
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Acceptance, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or
      the execution, legality, validity, enforceability, genuineness, sufficiency
      or
      value of, or the perfection or priority of any lien or security interest created
      or purported to be created under or in connection with, this Agreement or any
      other instrument or document furnished pursuant hereto; (ii) such assigning
      Lender makes no representation or warranty and assumes no responsibility with
      respect to the financial condition of the Company or any other Borrower or
      the
      performance or observance by the Company or any other Borrower of any of its
      obligations under this Agreement or any other instrument or document furnished
      pursuant hereto; (iii) such assignee confirms that it has received a copy
      of this Agreement, together with copies of the financial statements referred
      to
      in Section 4.01 and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into such
      Assignment and Acceptance; (iv) such assignee will, independently and
      without reliance upon the Agent, such assigning Lender or any other Lender
      and
      based on such documents and information as it shall deem appropriate at the
      time, continue to make its own credit decisions in taking or not taking action
      under this Agreement; (v) such assignee confirms that it is an Eligible
      Assignee; (vi) such assignee appoints and authorizes the Agent to take such
      action as agent on its behalf and to exercise such powers and discretion under
      this Agreement as are delegated to the Agent by the terms hereof, together
      with
      such powers and discretion as are reasonably incidental thereto; and
      (vii) such assignee agrees that it will perform in accordance with their
      terms all of the obligations that by the terms of this Agreement are required
      to
      be performed by it as a Lender.

     

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

     

    (d) The
      Agent
      shall maintain at its address referred to in Section 9.02 a copy of each
      Assumption Agreement and each Assignment and Acceptance delivered to and
      accepted by it and a register for the recordation of the names and addresses
      of
      the Lenders and the Commitment of, and principal amount of the Advances owing
      to, each Lender from time to time (the “Register”).
      The
      entries in the Register shall be conclusive and binding for all purposes, absent
      manifest error, and the Company and the other Borrowers, the Agent and the
      Lenders shall treat each Person whose name is recorded in the Register as a
      Lender hereunder for all purposes of this Agreement. No Assumption Agreement
      or
      Assignment and Acceptance shall be effective unless and until entered in the
      Register. The Register shall be available for inspection by the Company or
      any
      Lender at any reasonable time and from time to time upon reasonable prior
      notice.

     

    (e) Each
      Lender may sell participations to one or more banks or other entities (other
      than the Company or any of its Affiliates) in or to all or a portion of its
      rights and obligations under this Agreement (including, without limitation,
      all
      or a portion of its Commitment, the Advances owing to it and any Note or Notes
      held by it); provided,
      however,
      that
      (i) such Lender's obligations under this Agreement (including, without
      limitation, its Commitment to the Borrowers hereunder) shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations, (iii) such Lender shall
      remain the holder of any such Note for all purposes of this Agreement,
      (iv) the Company, the other Borrowers, the Agent and the other Lenders
      shall continue to deal solely and directly with such Lender in connection with
      such Lender's rights and obligations under this Agreement and (v) no
      participant under any such participation shall have any right to approve any
      amendment or waiver of any provision of this Agreement or any Note, or any
      consent to any departure by the Company or any other Borrower therefrom, except
      to the extent that such amendment, waiver or consent would reduce the principal
      of, or interest on, the Notes or any fees or other amounts payable hereunder,
      in
      each case to the extent subject to such participation, or postpone any date
      fixed for any payment of principal of, or interest on, the Notes or any fees
      or
      other amounts payable hereunder, in each case to the extent subject to such
      participation or release all or substantially all of the Collateral or the
      value
      of the Guaranties.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    (f) Any
      Lender may, in connection with any assignment or participation or proposed
      assignment or participation pursuant to this Section 9.07, disclose to the
      assignee or participant or proposed assignee or participant, any information
      relating to the Company furnished to such Lender by or on behalf of the Company;
      provided
      that,
      prior to any such disclosure, the assignee or participant or proposed assignee
      or participant shall agree to preserve the confidentiality of any Company
      Information relating to the Company received by it from such
      Lender.

     

    (g) Notwithstanding
      any other provision set forth in this Agreement, any Lender may at any time
      create a security interest in all or any portion of its rights under this
      Agreement (including, without limitation, the Advances owing to it and any
      Note
      or Notes held by it) in favor of any Federal Reserve Bank in accordance with
      Regulation A of the Board of Governors of the Federal Reserve
      System.

     

    (h) No
      Lender
      will assign its rights and obligations hereunder, or sell participations, to
      any
      Person who is (i) listed on the Specially Designated Nationals and Blocked
      Persons List maintained by OFAC and/or on any other similar list maintained
      by
      the OFAC pursuant to any authorizing statute, executive order or regulation,
      or
      (ii) either (A) included within the term “designated national” as defined in the
      Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under
      Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg.
      49079 (published September 25, 2001) or similarly designated under any related
      enabling legislation or any other similar executive orders.

     

    SECTION
      9.08. Confidentiality.
      Neither
      the Agent nor any Lender may disclose to any Person any confidential,
      proprietary or non-public information of the Company furnished to the Agent
      or
      the Lenders by the Company (such information being referred to collectively
      herein as the “Company
      Information”),
      except that each of the Agent and each of the Lenders may disclose Company
      Information (i) to its and its affiliates' employees, officers, directors,
      agents and advisors (it being understood that the Persons to whom such
      disclosure is made will be informed of the confidential nature of such Company
      Information and instructed to keep such Company Information confidential on
      substantially the same terms as provided herein), (ii) to the extent
      requested by any regulatory or self-regulatory authority, (iii) to the
      extent required by applicable laws or regulations or by any subpoena or similar
      legal process, provided,
      to the
      extent practicable under the circumstances, the Agent or such Lender shall
      provide the Company with prompt notice of such requested disclosure so that
      the
      Company may seek a protective order prior to the time when the Agent or such
      Lender is required to make such disclosure, (iv) to any other party to this
      Agreement, (v) in connection with the exercise of any remedies hereunder or
      any suit, action or proceeding relating to this Agreement or the enforcement
      of
      rights hereunder, (vi) subject to an agreement containing provisions
      substantially the same as those of this Section 9.08, to any assignee or
      participant or prospective assignee or participant, (vii) to the extent such
      Company Information (A) is or becomes generally available to the public on
      a
      non-confidential basis other than as a result of a breach of this Section 9.08
      by the Agent or such Lender, or (B) is or becomes available to the Agent or
      such
      Lender on a nonconfidential basis from a source other than the Company and
      (viii) with the consent of the Company.

     

    SECTION
      9.09. Designated
      Subsidiaries.
      (a)
Designation.
      The
      Company may at any time, and from time to time, by delivery to the Agent of
      a
      Designation Agreement duly executed by the Company and the respective Subsidiary
      and substantially in the form of Exhibit E hereto, designate such
      Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such
      Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this
      Agreement and, as such, shall have all of the rights and obligations of a
      Borrower hereunder. The Agent shall promptly notify each Lender of each such
      designation by the Company and the identity of the respective
      Subsidiary.

     

    (b) Termination.
      Upon
      the indefeasible payment and performance in full of all of the indebtedness,
      liabilities and obligations under this Agreement of any Designated Subsidiary
      then, so long as at the time no Notice of Borrowing or Notice of Issuance in
      respect of such Designated Subsidiary is outstanding, such Subsidiary's status
      as a “Designated Subsidiary” shall terminate upon notice to such effect from the
      Agent to the Lenders (which notice the Agent shall give promptly, and only
      upon
      its receipt of a request therefor from the Company). Thereafter, the Lenders
      shall be under no further obligation to make any Advance hereunder to such
      Designated Subsidiary.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    (c) Obligations
      of Designated Subsidiaries.
      A
      Designated Subsidiary shall be obligated solely for its own obligations under
      the Loan Documents, and not for the obligations of any
      Borrower that is a U.S. entity.

     

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

     

    SECTION
      9.11. Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement. Delivery of an executed counterpart of a signature page to
      this
      Agreement by telecopier shall be effective as delivery of a manually executed
      counterpart of this Agreement.

     

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

     

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

     

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

     

    SECTION
      9.13. Jurisdiction,
      Etc.
      (a)
      Each of the parties hereto and the Designated Subsidiaries hereby irrevocably
      and unconditionally submits, for itself and its property, to the nonexclusive
      jurisdiction of any New York State court or federal court of the United
      States of America sitting in New York City, and any appellate court from
      any thereof, in any action or proceeding arising out of or relating to this
      Agreement or the Notes, or for recognition or enforcement of any judgment,
      and
      each of the parties hereto hereby irrevocably and unconditionally agrees that
      all claims in respect of any such action or proceeding may be heard and
      determined in any such New York State court or, to the extent permitted by
      law, in such federal court. Each Designated Subsidiary hereby agrees that
      service of process in any such action or proceeding brought in the any such
      New
      York State court or in such federal court may be made upon the Company and
      each
      Designated Subsidiary hereby irrevocably appoints the Company its authorized
      agent to accept such service of process, and agrees that the failure of the
      Company to give any notice of any such service shall not impair or affect the
      validity of such service or of any judgment rendered in any action or proceeding
      based thereon. The Company and each Designated Subsidiary hereby further
      irrevocably consent to the service of process in any action or proceeding in
      such courts by the mailing thereof by any parties hereto by registered or
      certified mail, postage prepaid, to the Company at its address specified
      pursuant to Section 9.02. Each of the parties hereto agrees that a final
      judgment in any such action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law. Nothing in this Agreement shall affect any right that any
      party
      may otherwise have to bring any action or proceeding relating to this Agreement
      or the Notes in the courts of any jurisdiction. To the extent that each
      Designated Subsidiary has or hereafter may acquire 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) with respect to itself or its property, each Designated Subsidiary
      hereby irrevocably waives such immunity in respect of its obligations under
      this
      Agreement.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      9.14. Substitution
      of Currency.
      If a
      change in any Committed Currency occurs pursuant to any applicable law, rule
      or
      regulation of any governmental, monetary or multi-national authority, this
      Agreement (including, without limitation, the definition of Eurocurrency Rate)
      will be amended to the extent determined by the Agent (acting reasonably and
      in
      consultation with the Company) to be necessary to reflect the change in currency
      and to put the Lenders and the Borrowers in the same position, so far as
      possible, that they would have been in if no change in such Committed Currency
      had occurred.

     

    SECTION
      9.15. No
      Liability of the Issuing Banks.
      The
Borrowers
      assume all risks of the acts or omissions of any beneficiary or transferee
      of
      any Letter of Credit with respect to its use of such Letter of Credit. Neither
      an Issuing Bank nor any of its officers or directors shall be liable or
      responsible for: (a) the use that may be made of any Letter of Credit or any
      acts or omissions of any beneficiary or transferee in connection therewith;
      (b)
      the validity, sufficiency or genuineness of documents, or of any endorsement
      thereon, even if such documents should prove to be in any or all respects
      invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
      against presentation of documents that do not comply with the terms of a Letter
      of Credit, including failure of any documents to bear any reference or adequate
      reference to the Letter of Credit; or (d) any other circumstances whatsoever
      in
      making or failing to make payment under any Letter of Credit, except that the
      applicable Borrower shall have a claim against such Issuing Bank, and such
      Issuing Bank shall be liable to such Borrower, to the extent of any direct,
      but
      not consequential, damages suffered by such Borrower that such Borrower proves
      were caused by such Issuing Bank's willful misconduct or gross negligence
when
      determining whether drafts and other documents presented under a Letter of
      Credit comply with the terms thereof.
      In
      furtherance and not in limitation of the foregoing, such Issuing Bank may accept
      documents that appear on their face to be in order, without responsibility
      for
      further investigation, regardless of any notice or information to the contrary;
      provided
      that
      nothing herein shall be deemed to excuse such Issuing Bank if it acts with
      gross
      negligence or willful misconduct in accepting such documents.

     

    SECTION
      9.16. Patriot
      Act Notice.
      Each
      Lender and the Agent (for itself and not on behalf of any Lender) hereby
      notifies each Borrower that pursuant to the requirements of the Patriot Act,
      it
      is required to obtain, verify and record information that identifies each
      Borrower, which information includes the name and address of each Borrower
      and
      other information that will allow such Lender or the Agent, as applicable,
      to
      identify each Borrower in accordance with the Patriot Act. Each Borrower shall
      provide such information and take such actions as are reasonably requested
      by
      the Agent or any Lenders in order to assist the Agent and the Lenders in
      maintaining compliance with the Patriot Act.

     

    SECTION
      9.17. Power
      of Attorney.
      Each
      Subsidiary of the Company may from time to time authorize and appoint the
      Company as its attorney-in-fact to execute and deliver (a) any amendment, waiver
      or consent in accordance with Section 9.01 on behalf of and in the name of
      such
      Subsidiary and (b) any notice or other communication hereunder, on behalf of
      and
      in the name of such Subsidiary. Such authorization shall become effective as
      of
      the date on which such Subsidiary delivers to the Agent a power of attorney
      enforceable under applicable law and any additional information to the Agent
      as
      necessary to make such power of attorney the legal, valid and binding obligation
      of such Subsidiary.

     

    SECTION
      9.18. Lender
      Representation and Undertaking.
      Each
      Lender (a) (i) represents and warrants on the date hereof that it is a
      Professional Market Party; (ii) expressly (A) acknowledges that it is a
      requirement pursuant to the Dutch Act on the Supervision of Credit Institutions
      1992 (Wet
      toezicht kredietwezen 1992)
      that the
      Borrowers may only borrow monies from an entity that qualifies as a Professional
      Market Party or within a closed circle (besloten
      kring),
      (B)
      declares that it is fully aware of the consequences of the incorporation
      Professional Market Party status set out in this Section 9.18 under clause
      (i)
      above, and (C) acknowledges that each of the Borrowers may rely on the
      representation concerning its Professional Market Party status set out in this
      Section 9.18 under clause (i) above and (b) agrees, that for so long as it
      is a
      requirement under Dutch law that any Lender hereunder needs to be a Professional
      Market Party, such Lender will not assign its rights and obligations hereunder,
      or sell participations to any Person who (i) does not qualify as a Professional
      Market Party; (ii) has not expressly confirmed the Professional Market Party
      representation and information undertaking set out in Section 9.18(a) above;
      and
      (iii) has not acknowledged that the Borrowers may rely upon the representations
      regarding the Lender's Professional Market Party status.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    


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

     

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

    
      	 	 	 
	 	
              CHEMTURA
                CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              CITIBANK,
                N.A.,

              
                as
                  Agent and as a Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              CITIBANK,
                N.A., Canadian Branch,

              as
                a Canadian Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              BANK
                OF AMERICA, N.A., 

              
                as
                  a Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              BANK
                OF AMERICA, N.A., 

              
                Canada
                  Branch,

              

              
                as
                  a Canadian Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              ABN
                AMRO BANK N.V., 

              
                as
                  a Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              ABN
                AMRO BANK N.V., CANADA BRANCH,

              
                as
                  a Canadian Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

    


    
      	 	 	 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              CREDIT
                SUISSE, CAYMAN ISLANDS BRANCH, 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              CREDIT
                SUISSE, TORONTO BRANCH, 

              as
                a Canadian Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

     

      	 	 	 
	 	
              MORGAN
                STANLEY BANK., 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              THE
                ROYAL BANK OF SCOTLAND PLC., 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION., 

              
                as
                  a Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              CALYON
                NEW YORK BRANCH., 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              DEUTSCHE
                BANK AG NEW YORK BRANCH., 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              ING
                CAPITAL LLC., 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              SUMITOMO
                MITSUI BANKING CORP., 

              NEW
                YORK., 

              
                as
                  a Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              BANCA
                INTESA S.P.A. NEW YORK BRANCH., 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              BANCA
                NAZIONALE DEL LAVOR SPA, 

              NEW
                YORK BRANCH., 

              as
                a Lender

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              THE
                BANK OF TOKYO-MITSUBISHI TRUST 
                COMPANY.,
                  

                
                  as
                    a Lender

                

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:

            


    

     

    
      	 	 	 
	 	
              COMMERZBANK
                AG, NEW YORK AND 

              
                GRAND
                  CAYMAN BRANCHES.,

              

              
                as
                  a Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Title:
                

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              UFJ
                BANK LIMITED,

              
                as
                  a Lender

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	
            	
              

              Title:

            


    

     

    
      
        
        

      

      
        72