Exhibit 10.1 - Amended and Restated Credit Agreement


    Exhibit
      10.1

       

      CREDIT
        AGREEMENT

       

      


       

      Dated
        as of August 27, 2004

       

      


       

      As
        Amended and Restated on April 3, 2006

       

      


       

      among

       

      


       

      NORTEK,
        INC.

       

      (as
        successor to THL Buildco, Inc.),

       

      as
        the
        U.S. Borrower,

       

      


       

      The
        Canadian Borrowers Named Herein,

       

      


       

      NORTEK
        HOLDINGS, INC.,

       

      


       

      UBS
        AG, STAMFORD BRANCH,

       

      as
        U.S. Administrative Agent

       

      and
        as
        Canadian Administrative Agent,

       

      


       

      UBS
        AG
        CANADA BRANCH,

       

      as
        Canadian Swing Line Lender,

       

      


       

      BANK
        OF AMERICA, N.A.,

       

      as
        U.S. L/C Issuer,

       

      BANK
        OF AMERICA, N.A. (CANADA BRANCH),

       

      as
        Canadian L/C Issuer,

       

      


       

      UBS
        LOAN FINANCE LLC,

       

      as
        U.S. Swing Line Lender,

       

      


       

      The
        Other Lenders Party Hereto,

       

      


       

      UBS
        SECURITIES LLC and

       

      CREDIT
        SUISSE,

       

      as
        Joint Lead Arrangers and Joint Book Managers,

       

      


       

      CREDIT
        SUISSE,

       

      as
        Syndication Agent,

       

      


       

      and

       

      


       

      BANK
        OF AMERICA, N.A. and

       

      BEAR
        STEARNS CORPORATE LENDING INC.,

       

      as
        Co-Documentation Agents

       

      


       

       

      Cahill
        Gordon & Reindel llp

       

       

      80
        Pine
        Street

       

       

      New
        York,
        New York 10005

       

      



      TABLE
        OF CONTENTS

       

      Section Page

       

       

      ARTICLE
        I

       

       

      DEFINITIONS
        AND ACCOUNTING TERMS

       

      1.01 Defined
        Terms

      1.02 Other
        Interpretive Provisions

      1.03 Accounting
        Terms

      1.04 Rounding

      1.05 References
        to Agreements and Laws

      1.06 Times
        of
        Day

      1.07 Timing
        of
        Payment or Performance

      1.08 Currency
        Equivalents Generally

      1.09 Specified
        Transactions.

      1.10 Effect
        of
        this Agreement on the Original Credit Agreement and the Other Loan
        Documents.

       

      ARTICLE
        II

       

       

      THE
        COMMITMENTS AND CREDIT EXTENSIONS

       

      2.01 The
        Loans; Reallocation of Revolving Exposure

      2.02 Borrowings,
        Conversions and Continuations of Loans

      2.03 Letters
        of Credit

      2.04 Swing
        Line Loans

      2.05 Prepayments

      2.06 Termination,
        Reduction or Reallocation of Commitments

      2.07 Repayment
        of Loans

      2.08 Interest

      2.09 Fees

      2.10 Computation
        of Interest and Fees

      2.11 Evidence
        of Indebtedness

      2.12 Payments
        Generally

      2.13 Sharing
        of Payments

      2.14 Increase
        in Term Commitments

      2.15 Increase
        in Revolving Credit Commitments

      2.16 Canadian
        BAs

      2.17 Additional
        Canadian Borrowers

       

      ARTICLE
        III

       

       

      TAXES,
        INCREASED COSTS PROTECTION AND ILLEGALITY

       

      3.01 Taxes

      3.02 Illegality

      3.03 Inability
        To Determine Rates

      3.04 Increased
        Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate
        Loans

      3.05 Funding
        Losses

      3.06 Matters
        Applicable to All Requests for Compensation

      3.07 Replacement
        of Lenders Under Certain Circumstances

      3.08 Survival

       

      ARTICLE
        IV

       

       

      CONDITIONS
        PRECEDENT TO EFFECTIVENESS AND TO CREDIT EXTENSIONS

       

      The
        obligations of each Lender to make its initial Credit Extension under the
        Original Credit Agreement are set forth in Section 4.01 of the Original Credit
        Agreement. 

      4.01 Conditions
        to Effectiveness

      4.02 Conditions
        to All Credit Extensions

       

      ARTICLE
        V

       

       

      REPRESENTATIONS
        AND WARRANTIES

       

      5.01 Existence,
        Qualification and Power; Compliance with Laws

      5.02 Authorization;
        No Contravention

      5.03 Governmental
        Authorization; Other Consents

      5.04 Binding
        Effect

      5.05 Financial
        Statements; No Material Adverse Effect

      5.06 Litigation

      5.07 No
        Default

      5.08 Ownership
        of Property; Liens

      5.09 Environmental
        Compliance

      5.10 Insurance

      5.11 Taxes

      5.12 ERISA
        Compliance

      5.13 Subsidiaries;
        Equity Interests

      5.14 Margin
        Regulations; Investment Company Act;

      5.15 Disclosure

      5.16 Compliance
        with Laws

      5.17 Intellectual
        Property; Licenses, Etc.

      5.18 Solvency

      5.19 Casualty,
        Etc.

      5.20 Perfection,
        Etc.

      5.21 Tax
        Shelter Regulations

      5.22 Anti-Terrorism
        Law

       

      ARTICLE
        VI

       

       

      AFFIRMATIVE
        COVENANTS

       

      6.01 Financial
        Statements

      6.02 Certificates;
        Other Information

      6.03 Notices

      6.04 Payment
        of Obligations

      6.05 Preservation
        of Existence, Etc.

      6.06 Maintenance
        of Properties

      6.07 Maintenance
        of Insurance

      6.08 Compliance
        with Laws

      6.09 Books
        and
        Records

      6.10 Inspection
        Rights

      6.11 Use
        of
        Proceeds

      6.12 Covenant
        To Guarantee Obligations and Give Security

      6.13 Compliance
        with Environmental Laws

      6.14 Further
        Assurances

      6.15 Unrestricted
        Subsidiaries

       

      ARTICLE
        VII

       

       

      NEGATIVE
        COVENANTS

       

      7.01 Liens

      7.02 Investments

      7.03 Indebtedness

      7.04 Fundamental
        Changes

      7.05 Dispositions

      7.06 Restricted
        Payments

      7.07 Change
        in
        Nature of Business

      7.08 Transactions
        with Affiliates

      7.09 Burdensome
        Agreements

      7.10 Use
        of
        Proceeds

      7.11 Financial
        Covenants

      7.12 Amendments
        of Organization Documents, Etc

      7.13 Accounting
        Changes

      7.14 Prepayments,
        Etc. of Indebtedness

      7.15 Amendment
        of Acquisition Agreement

      7.16 Equity
        Interests of the U.S. Borrower and Subsidiaries

      7.17 Holding
        Company

      7.18 Designated
        Senior Debt

      7.19 Maintenance
        of Corporate Separateness

       

      ARTICLE
        VIII

       

       

      EVENTS
        OF
        DEFAULT AND REMEDIES

       

      8.01 Events
        of
        Default

      8.02 Remedies
        upon Event of Default

      8.03 Application
        of Funds

       

      ARTICLE
        IX

       

       

      ADMINISTRATIVE
        AGENT AND OTHER AGENTS

       

      9.01 Appointment
        and Authorization of Agents

      9.02 Delegation
        of Duties

      9.03 Liability
        of Agents

      9.04 Reliance
        by Agents

      9.05 Notice
        of
        Default

      9.06 Credit
        Decision; Disclosure of Information by Agents

      9.07 Indemnification
        of Agents

      9.08 Agents
        in
        Their Individual Capacities

      9.09 Successor
        Agents

      9.10 Administrative
        Agents May File Proofs of Claim

      9.11 Collateral
        and Guaranty Matters

      9.12 Other
        Agents; Arrangers and Managers

      9.13 Appointment
        of Supplemental Administrative Agents

       

      ARTICLE
        X

       

       

      MISCELLANEOUS

       

      10.01 Amendments,
        Etc.

      10.02 Notices
        and Other Communications; Facsimile Copies

      10.03 No
        Waiver; Cumulative Remedies

      10.04 Attorney
        Costs, Expenses and Taxes

      10.05 Indemnification
        by the Borrowers

      10.06 Payments
        Set Aside

      10.07 Successors
        and Assigns

      10.08 Confidentiality

      10.09 Setoff

      10.10 Interest
        Rate Limitation

      10.11 Counterparts

      10.12 Integration

      10.13 Survival
        of Representations and Warranties

      10.14 Severability

      10.15 Tax
        Forms

      10.16 Governing
        Law

      10.17 Waiver
        of
        Right to Trial by Jury

      10.18 Binding
        Effect

      10.19 Judgment
        Currency

      10.20 Collection
        Allocation Mechanism

      10.21 Covenant
        to Pay

      


      SIGNATURESS-1

      


      



      SCHEDULES

       

      I Guarantors

      5.05 Supplement
        to Interim Financial Statements

      5.13 Subsidiaries
        and Other Equity Investments 

      7.02 Existing
        Investments

      7.03(b) Existing
        Indebtedness

      10.02 Administrative
        Agent’s Office; Certain Addresses for Notices

       

      EXHIBIT
        A Form
        of
        First Revolving Credit Commitment Increase Lender Addendum

       

      



      AMENDED
        AND RESTATED CREDIT AGREEMENT

       

      This
        AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 3, 2006,
        among
        NORTEK, INC., a Delaware corporation (the “U.S.
        Borrower”)
        (as
        successor to THL Buildco, Inc.), BROAN-NUTONE CANADA INC., an Ontario
        corporation, and VENTROL AIR HANDLING SYSTEMS INC., a Canadian corporation,
        as
        Canadian Borrowers, NORTEK HOLDINGS, INC., a Delaware corporation (“Holdings”)
        (formerly named THL Buildco Holdings, Inc.), each lender from time to time
        party
        hereto which extends a Commitment or holds any Loan to the U.S. Borrower
        (the
“U.S.
        Lenders”),
        each
        lender from time to time a party hereto which extends a Commitment or holds
        any
        Loan to the Canadian Borrowers (the “Canadian
        Lenders”
and,
        together with the U.S. Lenders, the “Lenders”
and
        individually, a “Lender”),
        CREDIT SUISSE CAYMAN ISLANDS BRANCH (“CSFB”),
        as
        Syndication Agent, UBS SECURITIES LLC and CSFB, as Joint Lead Arrangers and
        Joint Book Managers, BANK OF AMERICA, N.A. and BEAR STEARNS CORPORATE LENDING
        INC., as Co-Documentation Agents, UBS AG, STAMFORD BRANCH, as U.S.
        Administrative Agent and as Canadian Administrative Agent, UBS AG CANADA
        BRANCH,
        as Canadian Swing Line Lender, UBS LOAN FINANCE LLC, as U.S. Swing Line Lender,
        BANK OF AMERICA, N.A., as U.S. L/C Issuer and BANK OF AMERICA, N.A. (CANADA
        BRANCH), as Canadian L/C Issuer.

       

      PRELIMINARY
        STATEMENTS

       

      WHEREAS,
        the U.S. Borrower (as successor to THL Buildco, Inc.), the Canadian Borrowers,
        Holdings (formerly named THL Buildco Holdings, Inc.), CSFB, as Syndication
        Agent, UBS SECURITIES LLC and CSFB, as Joint Lead Arrangers and Joint Book
        Managers, BANK OF AMERICA, N.A. and BEAR STEARNS CORPORATE LENDING INC.,
        as
        Co-Documentation Agents, UBS AG, STAMFORD BRANCH, as U.S. Administrative
        Agent
        and as Canadian Administrative Agent, UBS AG CANADA BRANCH, as Canadian Swing
        Line Lender, UBS LOAN FINANCE LLC, as U.S. Swing Line Lender, BANK OF AMERICA,
        N.A., as U.S. L/C Issuer and BANK OF AMERICA, N.A. (CANADA BRANCH), as Canadian
        L/C Issuer have previously entered into a Credit Agreement, dated as of August
        27, 2004 (the “Original
        Credit Agreement”
(which
        term shall, unless the context otherwise requires, include any amendment
        thereto
        prior to the Restatement Effective Date (as defined below));

       

      WHEREAS,
        pursuant to Amendment No. 1 (“Amendment
        No. 1”),
        dated
        as of March 29, 2005 (the “Amendment
        No. 1 Effective Date”),
        to
        the Original Credit Agreement, among other things, the Term Loans (as defined
        in
        the Original Credit Agreement) made under the Original Credit Agreement were
        converted into Term B Loans;

       

      WHEREAS,
        the parties wish to enter into this Agreement in order to incorporate the
        applicable terms of Amendment No. 1 and to further amend the Original Credit
        Agreement on the terms set forth herein;

       

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

       

      ARTICLE
        I  

       

      DEFINITIONS
        AND ACCOUNTING TERMS

       

      1.01  Defined
        Terms

       

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

       

      “Acceptance
        Note”
has
        the
        meaning specified in Section
        2.16(e).

       

      “Administrative
        Agents”
means
        the U.S. Administrative Agent and the Canadian Administrative Agent, or any
        successor administrative agent to either of the foregoing.

       

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

       

      “Affiliate”
means,
        with respect to any Person, another Person that, directly or indirectly through
        one or more intermediaries, Controls or is Controlled by or is under common
        Control with the Person specified. “Control”
means
        the possession, direct or indirect, of the power to direct or cause the
        direction of the management or policies of a Person, whether through the
        ability
        to exercise voting power, by contract or otherwise. “Controlling”
and
        “Controlled”
have
        meanings correlative thereto.

       

      “Agent-Related
        Persons”
means
        the Administrative Agents, together with their Affiliates, and the officers,
        directors, employees, agents and attorneys-in-fact of such Persons and
        Affiliates.

       

      “Agents”
means,
        collectively, the Administrative Agents, the Arrangers, the Syndication Agent,
        the Co-Documentation Agents and the Supplemental Administrative Agents (if
        any).

       

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

       

      “Agreement”
means
        this Amended and Restated Credit Agreement as further amended, amended and
        restated or otherwise modified from time to time.

       

      “Amendment
        No. 1”
has
        the
        meaning given such term in the preliminary statements hereto.

       

      “Amendment
        No. 1 Effective Date”
has
        the
        meaning given such term in the preliminary statements hereto.

       

      “Anti-Terrorism
        Laws”
has
        the
        meaning given to such term by Section
        5.22(a).

       

      “applicable”
shall
        mean, unless the context requires otherwise, when used with respect to (i)
        an
        Administrative Agent, the U.S. Administrative Agent with respect to matters
        relating to the U.S. Facility, U.S. Letters of Credit or U.S. Loans and the
        Canadian Administrative Agent with respect to matters relating to the Canadian
        Facility, Canadian Letters of Credit or Canadian Loans, (ii) an L/C Issuer,
        the
        U.S. L/C Issuer with respect to any matter relating to U.S. Letters of Credit
        and the Canadian L/C Issuer with respect to any matter relating to Canadian
        Letters of Credit, (iii) a Swing Line Lender, the U.S. Swing Line Lender
        with
        respect to any matter relating to U.S. Swing Line Loans and the Canadian
        Swing
        Line Lender with respect to any matter relating to Canadian Swing Line Loans,
        (iv) a Lender or Revolving Credit Lender, the U.S. Revolving Credit Lenders
        with
        respect to any matter relating to the U.S. Revolving Credit Facility and
        the
        Canadian Lenders with respect to the Canadian Revolving Credit Facilities,
        and
        (v) a Borrower, the U.S. Borrower with respect to matters relating to the
        U.S.
        Facility and one or more Canadian Borrowers with respect to the Canadian
        Facility.

       

      “Applicable
        Rate”
means
        a
        percentage per annum equal to:

       

      (a) with
        respect to Term B Loans, (A) if the Leverage Ratio is less than or
        equal to 4.50:1.00 as set forth in the most recent Compliance Certificate
        received by the Administrative Agent pursuant to Section 6.02(b)
        (or
        prior to delivery of a Compliance Certificate under this Agreement, Section 6.02(b)
        of the
        Original Credit Agreement), (1) for Eurodollar Rate Loans, 2.00% and
        (2) for Base Rate Loans, 1.00% and (B) if the Leverage Ratio is
        greater than 4.50:1.00 as set forth in the most recent Compliance Certificate
        received by the Administrative Agent pursuant to Section 6.02(b)
        (or
        prior to delivery of a Compliance Certificate under this Agreement, Section 6.02(b)
        of the
        Original Credit Agreement), (1) for Eurodollar Rate Loans, 2.25% and
        (2) for Base Rate Loans, 1.25%; provided,
        that
        the Applicable Rates referred to in clause (B) shall apply (x) as of the
        first Business Day after the date on which a Compliance Certificate was required
        to have been delivered but was not delivered, and shall continue to so apply
        to
        and including the date on which such Compliance Certificate is so delivered
        (and
        thereafter the Applicable Rates otherwise determined in accordance with this
        definition shall apply) and (y) at the option of the U.S. Administrative
        Agent or the Requisite Class Lenders holding Term B Loans, the Applicable
        Rates referred to in clause (B) shall apply as of the first Business Day
        after
        an Event of Default shall have occurred and be continuing, and shall continue
        to
        so apply to but excluding the date on which such Event of Default is cured
        or
        waived (and thereafter the Applicable Rates otherwise determined in accordance
        with this definition shall apply); and

       

      (b) with
        respect to the Revolving Credit Loans, Commitment Fees and Letters of Credit,
        the following percentages per annum, based upon the Leverage Ratio as set
        forth
        in the most recent Compliance Certificate received by the Administrative
        Agents
        pursuant to Section 6.02(b)
        (or
        prior to delivery of a Compliance Certificate under this Agreement, Section 6.02(b)
        of the
        Original Credit Agreement):

       

      
        	
                Applicable
                  Rate

              
	
                Pricing
                  Level

              	
                Leverage
                  Ratio

              	
                Eurodollar
                  Rate and Letters of Credit

              	
                Base
                  Rate

              	
                Commitment
                  Fees

              	
                Applicable
                  Canadian BA Stamping Fee

              
	
                1

              	
                <3.50:1

              	
                1.25%

              	
                0.25%

              	
                0.375%

              	
                1.25%

              
	
                2

              	
                >3.50:1
                  but <4.00:1

              	
                1.50%

              	
                0.50%

              	
                0.375%

              	
                1.50%

              
	
                3

              	
                >4.00:1
                  but <4.50:1

              	
                1.75%

              	
                0.75%

              	
                0.375%

              	
                1.75%

              
	
                4

              	
                >4.50:1
                  but <5.00:1

              	
                2.00%

              	
                1.00%

              	
                0.50%

              	
                2.00%

              
	
                5

              	
                >5.00:1

              	
                2.25%

              	
                1.25%

              	
                0.50%

              	
                2.25%

              


      

      


      Any
        increase or decrease in the Applicable Rate resulting from a change in the
        Leverage Ratio shall become effective as of the first Business Day immediately
        following the date a Compliance Certificate is delivered pursuant to
Section
        6.02(b);
        provided,
        that
        Pricing Level 5 shall apply (x) as of the first Business Day after the date
        on
        which a Compliance Certificate was required to have been delivered but was
        not
        delivered, and shall continue to so apply to and including the date on which
        such Compliance Certificate is so delivered (and thereafter the Pricing Level
        otherwise determined in accordance with this definition shall apply) and
        (y) at
        the option of the applicable Administrative Agent or the applicable Requisite
        Class Lenders, Pricing Level 5 shall apply as of the first Business Day
        after an Event of Default shall have occurred and be continuing, and shall
        continue to so apply to but excluding the date on which such Event of Default
        is
        cured or waived (and thereafter the Pricing Level otherwise determined in
        accordance with this definition shall apply).

       

      “Approved
        Domestic Bank”
has
        the
        meaning specified in clause
        (b)
        of the
        definition of “Cash Equivalents”.

       

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

       

      “Arrangers”
means
        UBS Securities LLC and CSFB, in their capacities as exclusive joint lead
        arrangers and exclusive joint book managers.

       

      “Assignment
        and Assumption”
means
        an Assignment and Assumption substantially in the form of Exhibit
        E
        to the
        Original Credit Agreement with such changes as the U.S. Administrative Agent
        may
        from time to time request.

       

      “Attorney
        Costs”
means
        and includes all reasonable fees, expenses and disbursements of any law firm
        or
        other external counsel.

       

      “Attributable
        Indebtedness”
means,
        on any date, (a) in respect of any Capitalized Lease of any Person, the
        capitalized amount thereof that would appear on a balance sheet of such Person
        prepared as of such date in accordance with GAAP, and (b) in respect of any
        Synthetic Lease Obligation, the capitalized amount of the remaining lease
        payments under the relevant lease that would appear on a balance sheet of
        such
        Person prepared as of such date in accordance with GAAP if such lease were
        accounted for as a capital lease.

       

      “Audited
        Financial Statements”
means
        the audited consolidated balance sheet of the U.S. Borrower and its Subsidiaries
        for the fiscal year ended December 31, 2005, and the related consolidated
        statements of income or operations, shareholders’ equity and cash flows for such
        fiscal year of the Target Company and its Subsidiaries, including the notes
        thereto.

       

      “Auto-Renewal
        Letter of Credit”
has
        the
        meaning specified in Section 2.03(b)(iii).

       

      “Base
        Rate”
means
        for any day a fluctuating rate per annum equal to (a) in the case of U.S.
        Loans, the higher of (i) the Federal Funds Rate plus 1/2 of 1% and
        (ii) the rate of interest in effect for such day as determined by the U.S.
        Administrative Agent as the U.S. corporate base rate, (b) in the case of
        Canadian Loans denominated in U.S. Dollars, the higher of (i) the Federal
        Funds Rate plus 1/2 of 1% and (ii) the rate of interest in effect for such
        day as determined by the Canadian Administrative Agent as the its reference
        rate
        for Dollar denominated loans in Canada and (c) in the case of Canadian
        Loans denominated in Canadian Dollars, the Canadian Prime Rate. The Base
        Rate is
        not necessarily the lowest rate charged by the U.S. Administrative Agent
        or the
        Canadian Administrative Agent to their customers. Any change in the Base
        Rate
        shall take effect at the opening of business on the day such change is
        effective.

       

      “Base
        Rate Loan”
means
        a
        Loan that bears interest based on the Base Rate.

       

      “Borrower
        Parties”
means
        the collective reference to the U.S. Borrower and its Restricted Subsidiaries,
        and “Borrower
        Party”
means
        any one of them.

       

      “Borrowers”
means
        the U.S. Borrower and each Canadian Borrower.

       

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

       

      “Business
        Day”
means
        any day other than a Saturday, Sunday or other day on which commercial banks
        are
        authorized to close under the Laws of, or are in fact closed in, relative
        to
        matters with respect to the U.S. Facility, the state where the U.S.
        Administrative Agent’s Office is located or relative to matters with respect to
        the Canadian Facility, the jurisdiction where the Canadian Administrative
        Agent’s principal Canadian lending Affiliate is located, and, if such day
        relates to any Eurodollar Rate Loan, is further limited to days on which
        dealings in Dollar deposits are conducted by and between banks in the London
        interbank eurodollar market.

       

      “CAM”
means
        the mechanism for the allocation and exchange of interests in the Loans,
        participations in Letters of Credit and collections thereunder established
        pursuant to Section
        10.20.

       

      “CAM
        Exchange”
means
        the exchange of the Lenders’ interests provided for in Section
        10.20.

       

      “CAM
        Exchange Date”
means
        the first date after the Closing Date on which there shall occur (a) any
        Event of Default under clause
        (f)
        or
(g)
        of
Section
        8.01
        with
        respect to Holdings or a Borrower or (b) an acceleration of Loans pursuant
        to Section
        8.02(b).

       

      “CAM
        Percentage”
means,
        as to each Lender, a fraction, expressed as a decimal, of which (a) the
        numerator shall be the sum, without duplication, of (i) the aggregate
        Outstanding Amount of Term B Loans, if any, owed to such Lender, (ii) the
        Canadian Revolving Exposure, if any, of such Lender, (iii) the U.S.
        Revolving Credit Exposure, if any, of such Lender and (iv) the aggregate
        amount
        of any other Obligations otherwise owed to such Lender pursuant to the Loan
        Documents, in each case immediately prior to the CAM Exchange Date, and
        (b) the denominator shall be the sum of (i) the Outstanding Amount of
        Term B Loans owed to all the Lenders, (ii) the aggregate U.S.
        Revolving Credit Exposure of all the Lenders, (iii) the aggregate Canadian
        Revolving Exposure of all Lenders and (iv) the aggregate amount of any other
        Obligations otherwise owed to any of the Lenders pursuant to the Loan Documents,
        in each case immediately prior to the CAM Exchange Date.

       

      “Canadian
        Administrative Agent”
means
        UBS AG, Stamford Branch, acting in its capacity as Canadian Administrative
        Agent
        under any of the Loan Documents, or any successor in such capacity.

       

      “Canadian
        Administrative Agent’s Office”
means
        the Canadian Administrative Agent’s address and, as appropriate, account as set
        forth on Schedule
        10.02,
        or such
        other address or account as the Canadian Administrative Agent may from time
        to
        time notify the Canadian Borrowers and the Canadian Lenders.

       

      “Canadian
        BA”
means
        a
        depository bill as defined in the Depository Bills and Notes Act (Canada)
        in
        Canadian Dollars that is in the form of an order signed by the applicable
        Canadian Borrower and accepted by a Canadian Lender pursuant to this Agreement
        or, for Canadian Lenders not participating in clearing services contemplated
        in
        that Act, a draft or bill of exchange in Canadian Dollars that is drawn by
        the
        applicable Canadian Borrower and accepted by a Canadian Lender pursuant to
        this
        Agreement. Orders that become depository bills, drafts and bills of exchange
        are
        sometimes collectively referred to in this Agreement as “drafts.” Canadian BAs
        shall have a term contemplated by the definition of Interest Period, shall
        be
        issued and payable only in Canada and shall have a face amount of an integral
        multiple of Cdn$100,000. In addition, to the extent the context shall require,
        each Acceptance Note shall be deemed to be a Canadian BA. 

       

      “Canadian
        BA Rate”
means,
        with respect to any Interest Period for any Canadian BA, the discount rate
        per
        annum, calculated on the basis of a year of 365 days, equal to (a) in the
        case of any Canadian Lender that is listed on Schedule I of the Bank Act
        (Canada), (i) the average rate per annum (rounded upward if necessary to
        the nearest 1/100th of 1%) for Canadian Dollar bankers’ acceptances having such
        Interest Period that appears on the Reuters Screen CDOR Page (or any successor
        page) as of 11:00 a.m., Toronto time, on the first day of such term as
        determined by the Canadian Administrative Agent, or (ii) if such rate is
        not available at such time, the average discount rate (rounded upward if
        necessary to the nearest 1/100th of 1%) for bankers’ acceptances (accepted by
        Canadian chartered banks agreed to by the Canadian Administrative Agent and
        the
        Canadian Borrowers) having such Interest Period as calculated by the Canadian
        Administrative Agent in accordance with normal market practice on such day
        or
        (b) in the case of all Canadian Lenders other than those listed on
        Schedule I of the Bank Act (Canada), the applicable rate set forth in
clause
        (a)
        above
        plus 0.10%. 

       

      “Canadian
        BA Rate Loan”
        means a
        Canadian Loan made to a Canadian Borrower by way of a Canadian BA or Canadian
        BAs on the terms set out herein.

       

      “Canadian
        BA Stamping Fee”
means,
        with respect to Canadian Loans maintained as Canadian BAs, the applicable
        percentage set forth under the column entitled “Applicable Canadian BA Stamping
        Fee” with respect thereto within the definition of “Applicable Rate” set forth
        above. 

       

      “Canadian
        Borrower”
means
        each of Broan-Nutone Canada Inc., an Ontario corporation, and Ventrol Air
        Handling Systems Inc., a Canadian corporation, and each other Subsidiary
        of the
        U.S. Borrower formed under the laws of Canada or any province thereof that
        becomes a Canadian Borrower pursuant to Section 2.17.

       

      “Canadian
        Borrower Hypothec”
has
        the
        meaning specified in Section
        9.01(d).

       

      “Canadian
        Borrowing”
means
        a
        borrowing consisting of simultaneous Canadian Loans of the same Type and
        denominated in the same currency.

       

      “Canadian
        Collateral”
means
        all assets and property of any Canadian Loan Party and interests therein
        upon
        which a Lien is granted to the Canadian Administrative Agent pursuant to
        any
        Loan Document that are or are required under the terms of the Loan Documents
        to
        be subject to Liens in favor of the Canadian Administrative Agent for the
        benefit of the Canadian Secured Parties.

       

      “Canadian
        Commitment Fee”
has
        the
        meaning specified in Section
        2.09(a).

       

      “Canadian
        Credit Commitments”
means,
        as to each Canadian Lender, its obligation to (a) make Canadian Loans to
        the
        Canadian Borrowers pursuant to Section
        2.01(b),
        (b)
        purchase participations in Canadian L/C Obligations and (c) purchase
        participations in Canadian Swing Line Loans, in an aggregate principal amount
        at
        any one time outstanding not to exceed the amount set forth opposite such
        Lender’s name on Schedule
        2.01
        to the
        Original Credit Agreement under the caption “Canadian Credit Commitment” or in
        the Assignment and Assumption Agreement pursuant to which such Lender becomes
        a
        party hereto, as applicable, as such amount may be adjusted in accordance
        with
        this Agreement. The aggregate Canadian Credit Commitments of all Canadian
        Lenders on the Closing Date and the Restatement Effective Date shall be
        $10,000,000.

       

      “Canadian
        Custodian”
has
        the
        meaning specified in Section
        9.01(d).

       

      “Canadian
        Dollar”
and
        “Cdn$”
each
        mean the lawful money of Canada. 

       

      “Canadian
        Existing Letters of Credit”
means
        the Letters of Credit previously issued for the account of the U.S. Borrower
        described on Schedule
        1.01(b)
        to the
        Original Credit Agreement under the heading “Existing Letters of Credit under
        the Canadian Facility”.

       

      “Canadian
        Exposure”
means,
        with respect to any Canadian Lender at any time, the Outstanding Amount of
        Canadian Loans of such Lender plus such Lender’s Pro Rata Share of the
        Outstanding Amount of L/C Obligations with respect to Canadian Letters of
        Credit
        plus such Lender’s Pro Rata Share of the Outstanding Amount of Canadian Swing
        Line Loans.

       

      “Canadian
        Facility”
means
        all Canadian Credit Commitments of the Canadian Lenders.

       

      “Canadian
        fondé de pouvoir”
has
        the
        meaning specified in Section 9.01(d).

       

      “Canadian
        Guarantor”
means
        the U.S. Borrower, each Canadian Borrower and each Canadian Subsidiary which
        has
        executed and delivered to the Canadian Administrative Agent the Canadian
        Guaranty (or a supplement thereto). 

       

      “Canadian
        Guaranty”
means
        collectively: (i) the Master Canadian Guaranty from the Canadian Borrowers
        and
        Venmar CES in favor of the Canadian Administrative Agent, dated as of August
        27,
        2004 and (ii) the Canadian Guaranty from Venmar Ventilation Inc., Innergy
        Tech
        Inc. and Venmar Ventilation (H.D.H.) Inc. in favor of the Canadian
        Administrative Agent, dated as of August 27, 2004, in each case, as amended,
        supplemented, amended and restated or otherwise modified from time to
        time.

       

      “Canadian
        L/C Issuer”
means
        Bank of America, N.A. (Canada Branch), in its capacity as issuer of Canadian
        Letters of Credit hereunder, or any successor issuer of Canadian Letters
        of
        Credit hereunder and solely with respect to the Canadian Existing Letters
        of
        Credit (and any amendment, renewal or extension thereof in accordance with
        this
        Agreement), Fleet National Bank.

       

      “Canadian
        Lender”
is
        defined in the preamble. 

       

      “Canadian
        Letter of Credit”
means
        a
        Letter of Credit issued under the Canadian Facility.

       

      “Canadian
        Loan”
is
        defined in Section
        2.01(b).
        

       

      “Canadian
        Loan Party”
means
        each Canadian Borrower and each Canadian Subsidiary which is a Canadian
        Guarantor.

       

      “Canadian
        Note”
means
        a
        promissory note of the Canadian Borrowers payable to any Canadian Lender,
        in the
        form of Exhibit
        C-3
        to the
        Original Credit Agreement (as such promissory note may be amended, endorsed
        or
        otherwise modified from time to time), evidencing the aggregate Indebtedness
        of
        the Canadian Borrowers to such Canadian Lender resulting from outstanding
        Canadian Loans, and also means all other promissory notes accepted from time
        to
        time in substitution therefor or renewal thereof. 

       

      “Canadian
        Obligations”
means
        all advances to, and debts, liabilities, obligations, covenants and duties
        of,
        any Canadian Loan Party arising under any Loan Document or otherwise with
        respect to any Canadian Loan, Canadian Swing Line Loan or Canadian Letter
        of
        Credit, whether direct or indirect (including those acquired by assumption),
        absolute or contingent, due or to become due, now existing or hereafter arising
        and including interest and fees that accrue after the commencement by or
        against
        any Canadian Loan Party of any proceeding under any Debtor Relief Laws naming
        such Person as the debtor in such proceeding, regardless of whether such
        interest and fees are allowed claims in such proceeding. Without limiting
        the
        generality of the foregoing, the Canadian Obligations include (a) the obligation
        to pay principal, interest, charges, expenses, fees, Attorney Costs, indemnities
        and other amounts payable by any Canadian Loan Party under any Loan Document
        and
        (b) the obligation of any Canadian Loan Party to reimburse any amount in
        respect of any of the foregoing that any Canadian Secured Party, in its sole
        discretion, may elect to pay or advance on behalf of such Canadian Loan Party
        in
        accordance with the terms of the Loan Documents.

       

      “Canadian
        Person”
means
        a
        Person that is not a non-resident of Canada for purposes of Part XIII of
        the
Income
        Tax Act
        (Canada) (or any successor provision thereto) in respect of the
        relevant amount paid or credited to it under the relevant Loan
        Document.

       

      “Canadian
        Prime Rate”
means
        on any date with respect to Canadian Prime Rate Loans, a fluctuating rate
        of
        interest per annum (rounded upward, if necessary, to the next highest 1/100
        of
        1%) equal to the higher of:

       

      (a) the
        rate
        of interest per annum determined by the Canadian Administrative Agent as
        its
        reference rate in effect on such day for determining interest rates for Canadian
        Dollar denominated commercial loans in Canada; and

       

      (b) the
        Canadian BA Rate most recently determined by the Canadian Administrative
        Agent
        for 30-days bankers’ acceptances plus 3/4 of 1%.

       

      “Canadian
        Prime Rate Loan”
means
        a
        Canadian Loan bearing interest at a fluctuating rate determined by reference
        to
        the Canadian Prime Rate.

       

      “Canadian
        Secured Parties”
means,
        collectively, the Canadian Administrative Agent, the Canadian Swing Line
        Lender,
        the Canadian L/C Issuer, the Canadian Lenders, the Supplemental Canadian
        Administrative Agent and each co-agent or sub-agent appointed by the Canadian
        Administrative Agent from time to time pursuant to Section
        9.01(c).
        

       

      “Canadian
        Security Agreement”
means,
        collectively, (i) the General Security Agreement, dated as of August 27,
        2004,
        by and among the Canadian Administrative Agent, Broan NuTone Canada Inc.
        and
        Venmar CES, Inc., (ii) each Deed of Hypothec and bond in favor of the Canadian
        Administrative Agent, dated as of August 27, 2004, by Ventrol Air Handling
        Systems Inc., Venmar Ventilation Inc., Innergy Tech Inc., Venmar Ventilation
        (H.D.H.) Inc. or Venmar CES, Inc. and (iii) each other security agreement,
        hypothec and/or bond executed and delivered by a Responsible Officer of any
        Canadian Loan Party pursuant to this Agreement as amended, supplemented,
        amended
        and restated or otherwise modified from time to time.

       

      “Canadian
        Security Agreement Supplement”
means
        any supplement to any of the documents listed in the definition of Canadian
        Security Agreement entered into for purposes of adding one or more Canadian
        Subsidiaries as a party thereto.

       

      “Canadian
        Subsidiary”
means
        each Subsidiary of the U.S. Borrower organized under the laws of Canada or
        any
        jurisdiction thereof. 

       

      “Canadian
        Supplemental Administrative Agent”
has
        the
        meaning specified in Section
        9.13(a).

       

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

       

      “Canadian
        Swing Line Lender”
means
        UBS AG Canada Branch in its capacity as provider of Canadian Swing Line Loans,
        or any successor swing line lender hereunder.

       

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

       

      “Canadian
        Swing Line Sublimit”
means
        an amount equal to the lesser of (a) $2,500,000 and (b) the Canadian
        Credit Commitments. The Canadian Swing Line Sublimit is part of, and not
        in
        addition to, the Canadian Credit Commitments.

       

      “Capital
        Expenditures”
means,
        as of any date for the applicable period then ended, all capital expenditures
        of
        the Borrower Parties on a consolidated basis for such period, as determined
        in
        accordance with GAAP, to the extent reflected on a statement of cash flows
        of
        the U.S. Borrower; provided,
        however,
        that Capital
        Expenditures
        shall
        not include any such expenditures which constitute (a) a Permitted
        Acquisition, (b) capital expenditures relating to the construction or
        acquisition of any property which has been transferred to a Person that is
        not a
        Borrower Party pursuant to a sale-leaseback transaction permitted under
Section 7.05(f),
        (c) to the extent permitted by this Agreement, a reinvestment of the Net
        Cash Proceeds of any Disposition in accordance with Section
        2.05(b)(iii)
        (other
        than any Dispositions
        under Sections
        7.05(b),
        (g),
        (h),
        (i)
        and
(k))
        or
        Casualty Event and the reinvestment of the net cash proceeds of any such
        Disposition or Casualty Event which is not subject to Section
        2.05(b)(iii)
        solely
        as a result of failing to meet the minimum threshold amount specified in
        Section
        2.05(b)(iii),
        (d)
Specified
        Issuance Proceeds Not Otherwise Applied, (e) the purchase price of equipment
        purchased substantially contemporaneously with the trade-in or sale of used
        or
        surplus existing equipment to the extent that the gross amount of such purchase
        price is reduced by the credit granted to the seller of such equipment (or
        for
        the net proceeds of such sale) for the equipment being traded in or sold
        at such
        time, or (f) capitalized interest relating to the construction of any fixed
        assets.

       

      “Capitalized
        Leases”
        means
        all
        leases that have been or should be, in accordance with GAAP, recorded as
        capitalized leases.

       

      “Cash
        Collateral”
has
        the
        meaning specified in the definition of Cash Collateralize.

       

      “Cash
        Collateral Account”
means
        a
        blocked deposit account at the U.S. Administrative Agent’s Office or Canadian
        Administrative Agent’s Office, as applicable (or another commercial bank
        selected in compliance with Section
        9.09),
        in the
        name of such Administrative Agent and under the sole dominion and control
        of
        such Administrative Agent, and otherwise established in a manner satisfactory
        to
        such Administrative Agent.

       

      “Cash
        Collateralize”
means
        to pledge and deposit with or deliver to the applicable Administrative Agent,
        for the benefit of the applicable L/C Issuers and Lenders, as collateral
        for the
        L/C Obligations of a Borrower or unmatured Canadian BA’s in accordance with
Section
        2.03(g)
        or
Section
        8.02,
        cash or
        deposit account balances (“Cash
        Collateral”)
        pursuant to documentation in form and substance reasonably satisfactory to
        the
        applicable Administrative Agent (and, in the case of a Cash Collateralization
        of
        L/C Obligations, the applicable L/C Issuer) (which documents are hereby
        consented to by the Lenders), and derivatives of such term have corresponding
        meanings.

       

      “Cash
        Equivalents”
means
        any of the following types of Investments, to the extent owned by the U.S.
        Borrower or any of its Restricted Subsidiaries:

       

      (a)  readily
        marketable obligations issued or directly and fully guaranteed or insured
        by the
        United States, Canada or any member nation of the European Union or any agency
        or instrumentality thereof having maturities of not more than three hundred
        sixty (360) days from the date of acquisition thereof; provided
        that the
        full faith and credit of the United States is pledged in support
        thereof;

       

      (b)  time
        deposits with, or insured certificates of deposit or bankers’ acceptances of,
        any commercial bank that (i) (A) is a Lender or (B) is organized under the
        laws
        of the United States, any state thereof or the District of Columbia or is
        the
        principal banking subsidiary of a bank holding company organized under the
        laws
        of the United States, any state thereof or the District of Columbia and is
        a
        member of the Federal Reserve System, and (ii) has combined capital and
        surplus of at least $500,000,000 (any such bank being an “Approved
        Domestic Bank”),
        in
        each case with maturities of not more than one year from the date of acquisition
        thereof;

       

      (c)  commercial
        paper and variable or fixed rate notes issued by an Approved Domestic Bank
        (or
        by the parent company thereof) or any variable or fixed rate note issued
        by, or
        guaranteed by a domestic corporation rated A-1 (or the equivalent thereof)
        or
        better by S&P or P-1 (or the equivalent thereof) or better by Moody’s, in
        each case with maturities of not more than one year from the date of acquisition
        thereof;

       

      (d)  repurchase
        agreements entered into by any Person with a bank or trust company (including
        any of the Lenders) or recognized securities dealer having capital and surplus
        in excess of $500,000,000 for direct obligations issued by or fully guaranteed
        by the United States in which such Person shall have a perfected first priority
        security interest (subject to no other Liens) and having, on the date of
        purchase thereof, a fair market value of at least 100% of the amount of the
        repurchase obligations;

       

      (e)  readily
        marketable direct obligations issued by any state of the United States or
        any
        political subdivision thereof having one of the two highest rating categories
        obtainable from either S&P or Moody’s with maturities of not more than
        twelve (12) months from the date of acquisition thereof;

       

      (f)  Investments,
        classified in accordance with GAAP as current assets of the U.S. Borrower
        or any
        of its Subsidiaries, in money market investment programs registered under
        the
        Investment Company Act of 1940, which are administered by financial institutions
        having capital of at least $500,000,000, and the portfolios of which are
        limited
        such that substantially all of such investments are of the character, quality
        and maturity described in clauses
        (a),
        (b),
        (c),
        (d)
        and
(e)
        of this
        definition; and

       

      (g)  instruments
        equivalent to those referred to in clauses (a) through (f) above denominated
        in
        Canadian Dollars, Euros or any other foreign currency, which are comparable
        in
        credit quality and tenor to those referred to above and customarily used
        by
        corporations for short term cash management purposes in any jurisdiction
        outside
        the United States to the extent reasonably required in connection with any
        business conducted by any Subsidiary organized in such
        jurisdiction.

       

      “Cash
        Management Bank”
means
        any party to a Cash Management Services Agreement with any U.S. Loan Party
        which
        party is or was an Arranger or a Lender or an Affiliate of an Arranger or
        a
        Lender at the time such Cash Management Services Agreement was entered into.
        

       

      “Cash
        Management Obligations”
means
        obligations owed by any U.S. Loan Party to any Cash Management Bank under
        any
        Cash Management Services Agreement.

       

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

       

      “Casualty
        Event”
means
        any event that gives rise to the receipt by Holdings, the U.S. Borrower or
        any
        of its Restricted Subsidiaries of any insurance proceeds or condemnation
        awards
        in respect of any equipment, fixed assets or real property (including any
        improvements thereon) to replace or repair such equipment, fixed assets or
        real
        property.

       

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

       

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

       

      “CES
        Hypothec”
has
        the
        meaning specified in Section 9.01(e).

       

      “Change
        of Control”
means
        the earlier to occur of:

       

      (a) the
        Equity Investors ceasing to have the power, directly or indirectly, to vote
        or
        direct the voting of securities having a majority of the ordinary voting
        power
        for the election of directors of Holdings; provided
        that the
        occurrence of the foregoing event shall not be deemed a Change of Control
        if

       

      (i) at
        any
        time prior to the consummation of a Qualifying IPO, (A) the Equity Investors
        otherwise have the right to designate (and do so designate) a majority of
        the
        board of directors of Holdings or (B) the Equity Investors own beneficially
        an amount of common stock of Holdings equal to more than fifty percent (50%)
        of
        the amount of common stock of Holdings owned by the Equity Investors of record
        and beneficially as of the Closing Date and such ownership by the Equity
        Investors represents the largest single block of voting securities of Holdings
        held by any “person” or “group” (as such terms are used in Sections 13(d)
        and 14(d) of the Securities Exchange Act of 1934, as amended, but excluding
        any
        employee benefit plan of such person and its subsidiaries, and any person
        or
        entity acting in its capacity as trustee, agent or other fiduciary or
        administrator of any such plan), or

       

      (ii) at
        any
        time after the consummation of a Qualifying IPO, (A) no “person” or “group”
(as defined above), excluding the Equity Investors, shall become the “beneficial
        owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly
        or indirectly, of more than the greater of (x) thirty-five percent (35%) of
        the outstanding voting stock of Holdings or (y) the percentage of the then
        outstanding voting stock of Holdings owned beneficially by the Equity Investors,
        (B) during any period of twelve (12) consecutive months, the board of
        directors of Holdings shall consist of a majority of the Continuing Directors
        or
        (C) the Equity Investors have the power, directly or indirectly, to vote
        or
        direct the voting of at least thirty percent (30%) of the voting of securities
        having a majority of the ordinary voting power for the election of directors
        of
        Holdings; or

       

      (b) any
        “Change of Control” (or any comparable term) in any document pertaining to any
        Junior Financing with an aggregate outstanding principal amount in excess
        of the
        Threshold Amount; or

       

      (c) the
        U.S.
        Borrower shall cease to be a wholly owned direct Subsidiary of Holdings;
        or

       

      (d) except
        as
        permitted by Section 7.04,
        any
        Canadian Borrower shall cease to be a wholly owned Subsidiary of the U.S.
        Borrower.

       

      “Closing
        Date”
means
        August 27, 2004.

       

      “Co-Documentation
        Agents”
means
        Bank of America, N.A. and Bear Stearns Corporate Lending Inc., as
        Co-Documentation Agents under the Loan Documents.

       

      “Code”
means
        the U.S. Internal Revenue Code of 1986.

       

      “Collateral”
means
        the U.S. Collateral and the Canadian Collateral.

       

      “Collateral
        Documents”
means,
        collectively, the U.S. Security Agreement, each Canadian Security Agreement,
        the
        Perfection Certificate, the Intellectual Property Security Agreement, the
        Mortgages, each of the mortgages, collateral assignments, Security Agreement
        Supplements, IP Security Agreement Supplements, security agreements, pledge
        agreements or other similar agreements delivered to the applicable
        Administrative Agent and the Lenders pursuant to Section
        6.12,
        and
        each of the other agreements, instruments or documents that creates or purports
        to create a Lien in favor of either Administrative Agent for the benefit
        of any
        of the Secured Parties.

       

      “Commitment”
means
        a
        U.S. Commitment or a Canadian Credit Commitment, as the context may
        require.

       

      “Commitment
        Fee”
has
        the
        meaning specified in Section
        2.09(a).

       

      “Committed
        Loan Notice”
means
        a
        notice of (a) a U.S. Revolving Credit Borrowing, (b) a Canadian
        Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a
        continuation of Eurodollar Rate Loans, pursuant to Section
        2.02(a),
        which,
        if in writing, shall be substantially in the form of Exhibit
        A-1
        to the
        Original Credit Agreement, in the case of a U.S. Loan, and Exhibit
        A-2
        to the
        Original Credit Agreement, in the case of a Canadian Loan or such other form
        as
        the U.S. Administrative Agent may from time to time provide.

       

      “Compensation
        Period”
has
        the
        meaning specified in Section
        2.12(c)(ii).

       

      “Compliance
        Certificate”
means
        a
        certificate substantially in the form of Exhibit D
        to the
        Original Credit Agreement or in such other form as the U.S. Borrower and
        the
        U.S. Administrative Agent shall reasonably agree.

       

      “Consolidated
        Assets”
means
        the total consolidated assets of the U.S. Borrower and its Restricted
        Subsidiaries, as determined in accordance with GAAP.

       

      “Consolidated
        Cash Taxes”
means,
        as of any date for the applicable period ending on such date with respect
        to the
        U.S. Borrower and its Restricted Subsidiaries on a consolidated basis, the
        aggregate of all income, franchise and similar taxes, as determined in
        accordance with GAAP, to the extent the same are payable in cash with respect
        to
        such period.

       

      “Consolidated
        Current Assets”
means,
        with respect to the U.S. Borrower and its Restricted Subsidiaries as of any
        date
        of determination, the total assets of the U.S. Borrower and its Restricted
        Subsidiaries which should properly be classified as current assets on a
        consolidated balance sheet in accordance with GAAP other than any cash or
        cash
        equivalents.

       

      “Consolidated
        Current Liabilities”
means,
        with respect to the U.S. Borrower and its Restricted Subsidiaries as of any
        date
        of determination, the total liabilities of the U.S. Borrower and its Restricted
        Subsidiaries which should properly be classified as current liabilities (other
        than the current portion of any long term indebtedness) on a consolidated
        balance sheet in accordance with GAAP.

       

      “Consolidated
        EBITDA”
means,
        as of any date for the applicable period ending on such date with respect
        to any
        Person and its Restricted Subsidiaries on a consolidated basis, the sum
        of

       

      (a) Consolidated
        Net Income, plus

       

      (b) an
        amount
        which, in the determination of Consolidated Net Income for such period, has
        been
        deducted for, without duplication,

       

      (i) total
        interest expense,

       

      (ii) income,
        franchise and similar taxes and any tax distributions permitted to be made
        pursuant to Sections
        7.06(f)(i)
        and
(iii),

       

      (iii) depreciation
        and amortization expense,

       

      (iv) letter
        of
        credit fees,

       

      (v) non-cash
        expenses resulting from any employee benefit or management compensation plan
        or
        the grant of stock and stock options to employees of Holdings, the U.S. Borrower
        or any of its Restricted Subsidiaries pursuant to a written plan or agreement
        or
        the treatment of such options under variable plan accounting,

       

      (vi) non-cash
        amortization of financing costs of such Person and its Restricted
        Subsidiaries,

       

      (vii) cash
        expenses incurred in connection with the Transaction or, to the extent permitted
        hereunder, any Investment permitted under Section 7.02,
        Equity
        Issuance or Debt Issuance (in each case, whether or not
        consummated),

       

      (viii) to
        the
        extent actually reimbursed, expenses incurred to the extent covered by
        indemnification provisions in any agreement in connection with a Permitted
        Acquisition,

       

      (ix) to
        the
        extent covered by insurance proceeds received by the Loan Parties, expenses
        with
        respect to liability or casualty events, business interruption or product
        recalls,

       

      (x) management
        fees permitted under Section
        7.08(d),

       

      (xi) any
        non-cash purchase accounting adjustment and any step-ups with respect to
        revaluing assets and liabilities in connection with the Transaction or any
        Investment permitted under Section
        7.02,

       

      (xii) non-cash
        losses from Joint Ventures and non-cash minority interest
        reductions,

       

      (xiii) reasonable
        fees and expenses in connection with the exchange of the Senior Subordinated
        Notes for registered notes with identical terms as contemplated by the Senior
        Subordinated Notes Indenture or exchanges or refinancings permitted by
Section
        7.14,

       

      (xiv) non-cash
        charges (other than any non-cash charge that results in an accrual of a reserve
        for cash charges in any future period),

       

      (xv) losses
        from discontinued operations not to exceed $2,000,000 during any period of
        four
        (4) consecutive fiscal quarters,

       

      (xvi) other
        expenses of such Person and its Subsidiaries reducing Consolidated Net Income
        which do not represent a cash item in such period or any future period,
        and

       

      (xvii) with
        respect to any Event of Default of any covenant set forth in Section
        7.11,
        the Net
        Cash Proceeds of any Permitted Equity Issuance to the Equity Investors solely
        to
        the extent that such Net Cash Proceeds (A) are actually received by the U.S.
        Borrower (through capital contribution of such Net Cash Proceeds by Holdings
        to
        the U.S. Borrower) no later than fifteen (15) Business Days after the delivery
        of a Notice of Intent to Cure, (B) do not exceed the aggregate amount
        necessary to cure such Event of Default under Section
        7.11
        for any
        applicable period and (C) were Not Otherwise Applied (any such issuance,
        a
“Permitted
        Cure Issuance”);
        provided
        that the
        provisions of this clause
        (xvii)
        may be
        relied on for purposes of determining Consolidated EBITDA no more than two
        (2)
        times in any twelve-month period; it being understood that this clause
        (xvii)
        may not
        be relied on for purposes of calculating any financial ratios other than
        as
        applicable to Section
        7.11;
        minus

       

      (c) all
        non-cash items increasing Consolidated Net Income during such period (other
        than
        items which represent the reversal of any accrual of, or cash reserve for,
        anticipated cash charges in any prior period) for such period;

       

      provided,
        that to
        the extent the receipt of any Net Cash Proceeds of any Permitted Cure Issuance
        is an effective addition to Consolidated EBITDA as contemplated by, and in
        accordance with, the provisions of clause
        (b)(xvii)
        above
        and, as a result thereof, any Event of Default of the covenants set forth
        in
Section
        7.11
        shall
        have been cured for any applicable period, such cure shall be deemed to be
        effective as of the last day of such applicable period and such addition
        to
        Consolidated EBITDA shall apply to any period of four (4) consecutive fiscal
        quarters that includes the fiscal quarter in respect of which such addition
        was
        made. 

       

      “Consolidated
        Funded Indebtedness”
means,
        with respect to any Person and its Restricted Subsidiaries on a consolidated
        basis, without duplication,

       

      (a)  all
        obligations of such Person for borrowed money,

       

      (b)  all
        obligations of such Person evidenced by bonds, debentures, notes or similar
        instruments,

       

      (c)  all
        obligations of such Person under conditional sale or other title retention
        agreements relating to property purchased by such Person (other than customary
        reservations or retentions of title under agreements with suppliers entered
        into
        in the ordinary course of business),

       

      (d)  all
        obligations of such Person issued or assumed as the deferred purchase price
        of
        property or services purchased by such Person (other than accrued expenses
        and
        trade debt incurred in the ordinary course of business) which would appear
        as
        liabilities on a balance sheet of such Person,

       

      (e)  all
        Consolidated Funded Indebtedness of others secured by (or for which the holder
        of such Consolidated Funded Indebtedness has an existing right, contingent
        or
        otherwise, to be secured by) any Lien on, or payable out of the proceeds
        of
        production from, property owned or acquired by such Person, whether or not
        the
        obligations secured thereby have been assumed,

       

      (f)  all
        Guarantees of such Person with respect to Consolidated Funded Indebtedness
        of
        another Person,

       

      (g)  the
        implied principal component of all obligations of such Person under Capitalized
        Leases,

       

      (h)  the
        amount of all standby letters of credit issued or bankers’ acceptances
        facilities created for the account of such Person required to be reflected
        as
        liabilities of such Person on a balance sheet prepared in accordance with
        GAAP,

       

      (i)  all
        Disqualified Equity Interests issued by such Person, unless the holder thereof
        is a U.S. Loan Party (or, in the case of any Disqualified Equity Interests
        issued by a Canadian Loan Party, any Loan Party) or, if the issuer thereof
        is a
        Restricted Subsidiary which is not a Loan Party, any other Restricted
        Subsidiary,

       

      (j)  the
        principal portion of all obligations of such Person under Synthetic Lease
        Obligations, and

       

      (k)  the
        Consolidated Funded Indebtedness of any partnership or unincorporated joint
        venture in which such Person is a general partner or a joint venturer to
        the
        extent such Consolidated Funded Indebtedness is recourse to such
        Person.

       

      Notwithstanding
        any other provision of this Agreement to the contrary, (i) the term
“Consolidated Funded Indebtedness” shall not be deemed to include (x) any
        post-closing payment adjustments or earn-out, non-competition or consulting
        obligations existing on the Closing Date or incurred in compliance with
Section
        7.03
        until
        such obligations become a liability on the balance sheet of the applicable
        Person or (y) Guarantees of Capitalized Leases except to the extent required
        to
        be reflected on a consolidated balance sheet of the U.S. Borrower and its
        Subsidiaries in accordance with Financial Accounting Standards Board
        Interpretation No. 45 and (ii) the amount of Consolidated Funded
        Indebtedness for which recourse is limited either to a specified amount or
        to an
        identified asset of such Person shall be deemed to be equal to such specified
        amount (or, if less, the fair market value of such identified
        asset).

       

      “Consolidated
        Interest Charges”
means,
        as
        of any
        date for the applicable period ending on such date
        with
        respect
        to any
        Person and its Subsidiaries
        on a
        consolidated basis,
        the
        excess of (A) interest expense (including the amortization of debt discount
        and
        premium, the interest component under Capitalized Leases and the implied
        interest component under Synthetic Lease Obligations, but excluding, to the
        extent included in interest expense, (i) fees and expenses associated with
        the consummation of the Transaction, (ii) annual agency fees paid to the
        Administrative Agent, (iii) costs associated with obtaining Swap Contracts
        and (iv) fees and expenses associated with any Investment permitted under
Section
        7.02,
        Equity
        Issuance or Debt Issuance (whether or not consummated)), as determined in
        accordance with GAAP,
        to the
        extent the same are payable
        in
        cash
        with respect to such period over (B) interest income, as determined in
        accordance with GAAP, for such period, to the extent received in cash with
        respect to such period.

       

      “Consolidated
        Net Income”
shall
        mean, with respect to any Person and its Subsidiaries for any period, the
        consolidated net income (or loss) of such Person and its Subsidiaries determined
        on a consolidated basis in accordance with GAAP; provided
        that:

       

      (a) the
        net
        income (or loss) of any Person (other than a Restricted Subsidiary of the
        U.S.
        Borrower) in which any Person other than the U.S. Borrower and its Restricted
        Subsidiaries has an ownership interest, shall be excluded, provided,
        that,
        to the extent not previously included, Consolidated Net Income shall be
        increased by the amount of dividends or distributions paid in cash to the
        specified Person or a Restricted Subsidiary;

       

      (b) the
        net
        income of any Subsidiary of the U.S. Borrower during such period shall be
        excluded to the extent that the declaration or payment of dividends or similar
        distributions by such Subsidiary of that income is not permitted by operation
        of
        the terms of its Organization Documents or any agreement, instrument, judgment,
        decree, order, statute, rule or regulation applicable to that Subsidiary
        during
        such period, unless such restriction with respect to the payment of dividends
        or
        similar distributions has been legally waived; provided
        that
        Consolidated Net Income of such Person shall be increased by the amount of
        dividends or distributions or other payments that are actually paid in cash
        (or
        to the extent converted into cash) to such Person or a Restricted
        Subsidiary;

       

      (c) any
        gain
        (or loss), together with any related provisions for taxes on any such gain
        (or
        the tax effect of any such loss), realized during such period by the U.S.
        Borrower or any of its Subsidiaries upon any Disposition (other than any
        Dispositions in the ordinary course of business) by the U.S. Borrower or
        any of
        its Subsidiaries and any gain (or loss) on extinguishment of any Indebtedness
        of
        the U.S. Borrower or any of its Subsidiaries shall be excluded;

       

      (d) unrealized
        gains and losses with respect to Swap Contracts for such period shall be
        excluded;

       

      (e) the
        cumulative effect of a change in accounting principles shall be
        excluded;

       

      (f) non-cash
        charges relating to employee benefit or other management compensation plans
        of
        Holdings or Investors LLC (to the extent such non-cash charges relate to
        plans
        of Investors LLC for the benefit of members of the Board of Directors of
        the
        U.S. Borrower (in their capacity as such) or employees of the U.S. Borrower
        and
        its Restricted Subsidiaries), the U.S. Borrower or any of its Restricted
        Subsidiaries or any non-cash compensation charge arising from any grant of
        stock, stock options or other equity-based awards of Holdings or Investors
        LLC
        (to the extent such non-cash charges relate to plans of Holdings or Investors
        LLC for the benefit of members of the Board of Directors of the U.S. Borrower
        (in their capacity as such) or employees of the U.S. Borrower and its Restricted
        Subsidiaries), the U.S. Borrower or any of its Restricted Subsidiaries
        (excluding in each case any non-cash charge to the extent that it represents
        an
        accrual of or reserve for cash expenses of the U.S. Borrower or any Restricted
        Subsidiary in any future period or amortization of a prepaid cash expense
        incurred in a prior period) in each case, to the extent that such non-cash
        charges are deducted in computing such Consolidated Net Income shall be
        excluded;

       

      (g) any
        non-cash goodwill or other impairment charges resulting from the application
        of
        Statement of Financial Accounting Standards No. 142 or No. 144, and non-cash
        charges relating to the amortization of intangibles resulting from the
        application of Statement of Financial Accounting Standards No. 141, shall
        be
        excluded;

       

      (h) any
        increase in cost of sales as a result of the step-up in inventory valuation
        arising from applying the purchase method of accounting in accordance with
        GAAP
        in connection with the Transaction or any acquisition consummated after the
        Closing Date, net of taxes, shall be excluded;

       

      (i) mark-to-market
        of Indebtedness denominated in foreign currencies resulting from the application
        of Statement of Financial Accounting Standards No. 52 shall be
        excluded;

       

      (j) non-recurring
        cash charges in an aggregate amount not to exceed $5,000,000 during any four
        (4)
        consecutive fiscal quarter period shall be excluded;

       

      (k) any
        gains, losses or charges of the U.S. Borrower and its Subsidiaries incurred
        in
        connection with the Transactions, including severance, bonus, change of control
        payments and other compensation charges arising therefrom together with any
        related provision for taxes on such gain, loss or charge, shall be excluded;
        and

       

      (l) any
        extraordinary gain (or extraordinary loss), together with any related provision
        for taxes on any such gain (or the tax effect of any such loss), recorded
        or
        recognized by the U.S. Borrower or any of its Subsidiaries during such period
        shall be excluded.

       

      “Consolidated
        Parties”
means
        the collective reference to Holdings, the U.S. Borrower and its Restricted
        Subsidiaries, and “Consolidated
        Party”
means
        any one of them.

       

      “Consolidated
        Revenues”
shall
        mean the consolidated revenues of the U.S. Borrower and its Restricted
        Subsidiaries, as determined in accordance with GAAP.

       

      “Consolidated
        Scheduled Funded Debt Payments”
means,
        as of any date for the applicable period ending on such date
        with
        respect
        to the
Borrower
        Parties
        on a
        consolidated basis, the sum of all scheduled payments of principal on
        Consolidated Funded Indebtedness during such period (including the implied
        principal component of payments due on Capitalized Leases during such period
        and
        Synthetic Lease Obligations, but excluding all voluntary prepayments or
        mandatory prepayments required pursuant to Section 2.05,
        in each
        case as applied pursuant to Section 2.05),
        as
        determined in accordance with GAAP.

       

      “Continuing
        Directors”
shall
        mean the directors of Holdings on the Closing Date, after giving effect to
        the
        Acquisition (as defined in the Original Credit Agreement) and the other
        transactions contemplated thereby, and each other director, if, in each case,
        such other director’s nomination for election to the board of directors of
        Holdings is or was recommended by a majority of the then Continuing Directors
        or
        such other director receives or received the vote of the Equity Investors
        in his
        or her election by the stockholders of Holdings.

       

      “Contractual
        Obligation”
means,
        as to any Person, any provision of any security issued by such Person or
        of any
        agreement, instrument or other undertaking to which such Person is a party
        or by
        which it or any of its property is bound.

       

      “Control”
has
        the
        meaning specified in the definition of “Affiliate”.

       

      “Covenant
        to Pay Party”
has
        the
        meaning specified in Section
        10.21.
        

       

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

       

      “Debt
        Issuance”
means
        the issuance by any Person and its Subsidiaries of any Indebtedness for borrowed
        money.

       

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

       

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

       

      “Default
        Rate”
means
        an interest rate equal to (a) the Base Rate plus
        (b) the
        Applicable Rate, if any, applicable to Base Rate Loans plus
        (c) 2.0%
        per annum; provided,
        however,
        that
        with respect to a Eurodollar Rate Loan, if greater, the Default Rate shall
        be an
        interest rate equal to the interest rate (including any Applicable Rate)
        otherwise applicable to such Loan plus 2.0% per annum, in each case, to the
        fullest extent permitted by applicable Laws.

       

      “Defaulting
        Lender”
means
        any Lender that (a) has failed to fund any portion of the Revolving Credit
        Loans, participations in L/C Obligations or participations in Swing Line
        Loans
        required to be funded by it hereunder within one (1) Business Day of the
        date
        required to be funded by it hereunder, (b) has otherwise failed to pay over
        to
        the applicable Administrative Agent or any other Lender any other amount
        required to be paid by it hereunder within one (1) Business Day of the date
        when
        due, unless the subject of a good faith dispute, or (c) has been deemed
        insolvent or become the subject of a bankruptcy or insolvency
        proceeding.

       

      “Disposition”
or
        “Dispose”
means
        the sale, transfer, license, lease or other disposition (including any sale
        and
        leaseback transaction and any sale or issuance of Equity Interests of a
        Subsidiary of the U.S. Borrower) of any property by any Person, including
        any
        sale, assignment, transfer or other disposal, with or without recourse, of
        any
        notes or accounts receivable or any rights and claims associated
        therewith;
        provided,
        however,
        that
“Disposition” and “Dispose” shall not be deemed to include any issuance by
        Holdings of any of its Equity Interests to another Person.

       

      “Disqualified
        Equity Interests”
means
        any Equity Interest which, by its terms (or by the terms of any security
        or
        other Equity Interests into which it is convertible or for which it is
        exchangeable), or upon the happening of any event or condition (a) matures
        or is
        mandatorily redeemable, pursuant to a sinking fund obligations or otherwise,
        (b)
        is redeemable at the option of the holder thereof, in whole or in part, (c)
        provides for the scheduled payments of dividends in cash, or (d) is or becomes
        convertible into or exchangeable for Indebtedness or any other Equity Interests
        that would constitute Disqualified Equity Interests, in each case, prior
        to the
        date that is ninety one (91) days after the Maturity Date of the Term B
        Facility;
        provided
        that if
        such Equity Interest is issued to any employee or to any plan for the benefit
        of
        employees of the U.S. Borrower or any of its Subsidiaries or by any such
        plan to
        such employees, such Equity Interest shall not constitute a Disqualified
        Equity
        Interest solely because it may be required to be repurchased by the U.S.
        Borrower or such Subsidiary in order to satisfy applicable statutory or
        regulatory obligations; and provided further
        that any
        Equity Interest that would constitute a Disqualified Equity Interest solely
        because the holders thereof have the right to require the U.S. Borrower to
        repurchase such Equity Interest upon the occurrence of a change of control
        or an
        asset sale shall not constitute a Disqualified Equity Interest if the terms
        of
        such Equity Interest provide that the U.S. Borrower may not repurchase or
        redeem
        any such Equity Interest pursuant to such provisions prior to the repayment
        in
        full of the Obligations.

       

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

       

      “Domestic
        Office”
means
        (a) relative to any U.S. Lender, the office of such Lender designated as
        its “U.S. Domestic Office” on Schedule
        2.01
        of the
        Original Credit Agreement or in an Assignment and Assumption, or such other
        office within the United States as may be designated from time to time by
        notice
        from such Lender to the Agents and the Borrowers; and (b) relative to any
        Canadian Lender, the office of such Lender designated as its “Canadian Domestic
        Office” on Schedule
        2.01
        of the
        Original Credit Agreement or in an Assignment and Assumption, or such other
        office within Canada as may be designated from time to time by notice from
        such
        Lender to the Agents and the Borrowers.

       

      “Domestic
        Subsidiary”
means
        any Subsidiary that is organized under the laws of the United States, any
        state
        thereof or the District of Columbia and any other Subsidiary that is not
        a
“controlled foreign corporation” under Section 957 of the Code.

       

      “Dutch
        Collateral”
means
        all issued share capital of any entity organized under the laws of The
        Netherlands, including, without limitation, all shares in the issued share
        capital of Nortek International Holdings B.V., upon which a Lien is granted
        to
        the U.S. Administrative Agent pursuant to any Loan Document that are or are
        required under the terms of the Loan Documents to be subject to Liens in
        favor
        of the U.S. Administrative Agent for the benefit of the Secured
        Parties.

       

      “Eligible
        Assignee”
means
        (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
        any
        other Person (other than a natural person) approved by (i) the applicable
        Administrative Agent, (ii) in the case of any assignment of a Revolving
        Credit Commitment, the applicable L/C Issuer and the applicable Swing Line
        Lender, and (iii) unless an Event of Default has occurred and is continuing
        (and except in the case of an assignment to an existing Lender or in the
        case of
        an assignment in connection with the initial syndication of the Facilities
        to
        institutions included on the list previously provided by the U.S. Administrative
        Agent to the U.S. Borrower), the U.S. Borrower (each such approval not to
        be
        unreasonably withheld or delayed).

       

      “Environmental
        Laws”
means
        any and all Federal, state, local, and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, licenses, and the
        common
        law relating to pollution or the protection of the environment (including
        ambient air, indoor air, surface wastes, groundwater, land and subsurface
        strata) and natural resources including those related to Release or threat
        of
        Release, or exposure to, or generation, storage, treatment, transport, handling,
        distribution or disposal of Hazardous Materials.

       

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

       

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

       

      “Equity
        Interests”
means,
        with respect to any Person, all of the shares, interests, rights, participations
        or other equivalents (however designated) of capital stock of (or other
        ownership or profit interests or units in) such Person and all of the warrants,
        options or other rights for the purchase, acquisition or exchange from such
        Person of any of the foregoing (including through convertible
        securities).

       

      “Equity
        Investors”
means
        the Sponsor, the Management Shareholders and the other members of Investors
        LLC
        as of the Closing Date.

       

      “Equity
        Issuance”
means
        any issuance for cash by any Person and its Subsidiaries to any other Person
        of
        (a) its Equity Interests, (b) any of its Equity Interests pursuant to
        the exercise of options or warrants, (c) any of its Equity Interests
        pursuant to the conversion of any debt securities to equity or (d) any
        options or warrants relating to its Equity Interests. A Disposition shall
        not be
        deemed to be an Equity Issuance.

       

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

       

      “ERISA
        Affiliate”
means
        any trade or business (whether or not incorporated) under common control
        with
        any Loan Party within the meaning of Section 414(b) or (c) of the Code (and
        Sections 414(m) and (o) of the Code for purposes of provisions relating to
        Section 412 of the Code).

       

      “ERISA
        Event”
means
        (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
        any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section
        4063 of ERISA during a plan year in which it was a substantial employer (as
        defined in Section 4001(a)(2) of ERISA) or a cessation of operations that
        is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
        or partial withdrawal by any Loan Party or any ERISA Affiliate from a
        Multiemployer Plan or notification that a Multiemployer Plan is insolvent
        or in
        reorganization; (d) the filing of a notice of intent to terminate, the treatment
        of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA,
        or
        the commencement of proceedings by the PBGC to terminate a Pension Plan or
        Multiemployer Plan; (e) an event or condition which constitutes grounds under
        Section 4042 of ERISA for the termination of, or the appointment of a trustee
        to
        administer, any Pension Plan or Multiemployer Plan; or (f) the imposition
        of any
        liability under Title IV of ERISA, other than for PBGC premiums due but not
        delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA
        Affiliate. 

       

      “Eurodollar
        Rate”
shall
        mean, with respect to any Eurodollar Rate Loan for any Interest Period, the
        rate
        per annum determined by the U.S. Administrative Agent to be the arithmetic
        mean
        (rounded upward, if necessary, to the nearest 1/100th of 1%) of the offered
        rates for deposits in Dollars with a term comparable to such Interest Period
        that appears on the Telerate British Bankers Assoc. Interest Settlement Rates
        Page (as defined below) at approximately 11:00 a.m., London, England time,
        on
        the second full Business Day preceding the first day of such Interest Period;
        provided,
        however,
        that
        (i) if no comparable term for an Interest Period is available, the Eurodollar
        Rate shall be determined using the weighted average of the offered rates
        for the
        two terms most nearly corresponding to such Interest Period and (ii) if there
        shall at any time no longer exist a Telerate British Bankers Assoc. Interest
        Settlements Rate Page, “Eurodollar Rate” shall mean, with respect to each day
        during each Interest Period pertaining to Eurodollar Rate Loans constituting
        a
        single Borrowing, the rate per annum equal to the rate at which such
        Administrative Agent is offered deposits in Dollars at approximately 11:00
        a.m.,
        London, England time, two Business Days prior to the first day of such Interest
        Period in the London interbank market for delivery on the first day of such
        Interest Period for the number of days comprised therein and in an amount
        comparable to the amount of such Borrowing to be outstanding during such
        Interest Period. “Telerate
        British Bankers Assoc. Interest Settlement Rates Page”
shall
        mean the display designated as Page 3750 on the Telerate System Incorporated
        Service (or such other page as may replace such page on such service for
        the
        purpose of displaying the rates at which Dollar deposits are offered by leading
        banks in the London interbank deposit market).

       

      “Eurodollar
        Rate Loan”
means
        a
        Loan that bears interest at a rate based on the Eurodollar Rate. Canadian
        Loans
        made in Canadian Dollars may not bear interest at the Eurodollar
        Rate.

       

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

       

      “Excess
        Cash Flow”
means,
        with respect to any Excess Cash Flow Period of the Borrower Parties on a
        consolidated basis, an amount equal to Consolidated EBITDA:

       

      (a) minus,
        without
        duplication, the following items for such Excess Cash Flow Period:

       

      (i) cash
        from
        operations used to make Capital Expenditures,

       

      (ii) total
        interest expense paid in cash,

       

      (iii) Consolidated
        Cash Taxes, including cash payments for federal, state and other income tax
        liabilities incurred prior to the Closing Date,

       

      (iv) Consolidated
        Scheduled Funded Debt Payments,

       

      (v) Restricted
        Payments made by the Borrower Parties permitted by Section 7.06(d)
        and
(f),

       

      (vi) voluntary
        prepayments of any Indebtedness (other than the Obligations); provided
        that
        (1) such prepayments are otherwise permitted hereunder and (2) if such
        Indebtedness consists of a revolving line of credit, the commitments under
        such
        line of credit are permanently reduced by the amount of such
        prepayment,

       

      (vii) letter
        of
        credit fees,

       

      (viii) proceeds
        received by the Borrower Parties from insurance claims with respect to casualty
        events, business interruption or product recalls which reimburse prior business
        expenses,

       

      (ix) cash
        payments made in satisfaction of non-current liabilities (including the current
        portion thereof),

       

      (x) cash
        expenses incurred in connection with the Transaction or, to the extent permitted
        hereunder, cash from operations used to consummate any Investment permitted
        by
Section 7.02
        (other
        than an Investment in the U.S. Borrower or a Restricted Subsidiary), Equity
        Issuance or Debt Issuance (whether or not consummated),

       

      (xi) fees
        and
        expenses in connection with the exchange of the Senior Subordinated Notes
        for
        registered notes with identical terms as contemplated by the Senior Subordinated
        Notes Indenture or exchanges or refinancings permitted by Section 7.14,

       

      (xii) cash
        indemnity payments received pursuant to indemnification provisions in any
        agreement in connection with a Permitted Acquisition (or in any similar
        agreement related to any other acquisition consummated prior to the Closing
        Date),

       

      (xiii) all
        non-recurring cash charges,

       

      (xiv) cash
        expenses incurred in connection with deferred compensation
        arrangements,

       

      (xv) management
        fees permitted by Section 7.08(d),

       

      (xvi) cash
        from
        operations used to consummate a Permitted Acquisition,

       

      (xvii) the
        Net
        Cash Proceeds of Permitted Cure Issuances,

       

      (xviii) extraordinary
        cash losses and cash losses from Dispositions,

       

      (xix) cash
        expenditures in respect of Swap Contracts,

       

      (xx) 
        cash
        losses from discontinued operations, and

       

      (xxi) the
        amount, if any, by which Working Capital increased during such Excess Cash
        Flow
        Period; 

       

      (b) plus,
        without
        duplication, the following items for such Excess Cash Flow Period:

       

      (i) cash
        income in respect of Swap Contracts, and

       

      (ii) the
        amount, if any, by which Working Capital decreased during such Excess Cash
        Flow
        Period.

       

      “Excess
        Cash Flow Period”
means
        each fiscal year of the U.S. Borrower.

       

      “Executive
        Order”
has
        the
        meaning specified in Section
        5.22(a).

       

      “Existing
        Increased Facility Lenders”
has
        the
        meaning specified in Section
        2.06(f).
        

       

      “Existing
        Letters of Credit”
means
        the Canadian Existing Letters of Credit and the U.S. Existing Letters of
        Credit.

       

      “Facility”
means
        the U.S. Facility and the Canadian Facility, as the context may
        require.

       

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

       

      “Fee
        Letter”
means
        the letter agreement, dated July 15, 2004, among the U.S. Borrower, the
        Arrangers and UBS Loan Finance LLC.

       

      “First
        Revolving Credit Commitment Increase Lender”
means
        each Person that has agreed to provide a First Increased Revolving Credit
        Commitment pursuant to a First Revolving Credit Commitment Increase Lender
        Addendum.

       

      “First
        Revolving Credit Commitment Increase Lender Addendum”
means
        a
        Lender Addendum, substantially in the form of Exhibit
        A
        signed
        by the U.S. Borrower, a First Revolving Credit Commitment Increase Lender
        and
        the U.S. Administrative Agent.

       

      “First
        Increased Revolving Credit Commitments”
means,
        with respect to any First Revolving Credit Commitment Increase Lender, such
        Lender’s commitment to provide an additional U.S. Revolving Credit Commitment
        (in addition to any such Lender’s U.S. Revolving Credit Commitment immediately
        prior to Restatement Effective Date) from and after the 

       

      Restatement
        Effective Date as set forth in Schedule I to the First Revolving Credit
        Commitment Increase Lender Addendum provided by such First Revolving Credit
        Commitment Increase Lender. The aggregate amount of First Increased Revolving
        Credit Commitments of all First Revolving Credit Commitment Increase Lenders
        shall be $100,000,000.

       

      “Foreign
        Lender”
has
        the
        meaning specified in Section
        10.15(a)(i).

       

      “Foreign
        Plan”
shall
        mean any employee benefit plan, program, policy, arrangement or agreement
        maintained or contributed to by, or entered into with, the U.S. Borrower
        or any
        Subsidiary with respect to employees employed outside the United
        States.

       

      “Foreign
        Subsidiary”
means
        any direct or indirect Subsidiary of the U.S. Borrower which is not a Domestic
        Subsidiary.

       

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

       

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

       

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

       

      “Governmental
        Authority”
means
        any nation or government, any state or other political subdivision thereof,
        any
        agency, authority, instrumentality, regulatory body, court, administrative
        tribunal, central bank or other entity exercising executive, legislative,
        judicial, taxing, regulatory or administrative powers or functions of or
        pertaining to government.

       

      “Granting
        Lender”
has
        the
        meaning specified in Section
        10.07(g).

       

      “Guarantee”
means,
        as to any Person, without duplication, (a) any obligation, contingent or
        otherwise, of such Person guaranteeing or having the economic effect of
        guaranteeing any Indebtedness or other obligation payable or performable
        by
        another Person (the “primary
        obligor”)
        in any
        manner, whether directly or indirectly, and including any obligation of such
        Person, direct or indirect, (i) to purchase or pay (or advance or supply
        funds
        for the purchase or payment of) such Indebtedness or other obligation, (ii)
        to
        purchase or lease property, securities or services for the purpose of assuring
        the obligee in respect of such Indebtedness or other obligation of the payment
        or performance of such Indebtedness or other obligation, (iii) to maintain
        working capital, equity capital or any other financial statement condition
        or
        liquidity or level of income or cash flow of the primary obligor so as to
        enable
        the primary obligor to pay such Indebtedness or other obligation, or (iv)
        entered into for the purpose of assuring in any other manner the obligee
        in
        respect of such Indebtedness or other obligation of the payment or performance
        thereof or to protect such obligee against loss in respect thereof (in whole
        or
        in part), or (b) any Lien on any assets of such Person securing any
        Indebtedness or other obligation of any other Person, whether or not such
        Indebtedness or other obligation is assumed by such Person (or any right,
        contingent or otherwise, of any holder of such Indebtedness to obtain any
        such
        Lien); provided that
        the
        term “Guarantee” shall not include guarantees of lease payments entered into in
        the ordinary course of business except to the extent required in accordance
        with
        GAAP to be reflected on a balance sheet in accordance with Financial Accounting
        Standards Board Interpretation No. 45. The amount of any Guarantee shall
        be
        deemed to be an amount equal to the stated or determinable amount of the
        related
        primary obligation, or portion thereof, in respect of which such Guarantee
        is
        made or, if not stated or determinable, the maximum reasonably anticipated
        liability in respect thereof as determined by the guaranteeing Person in
        good
        faith. The term “Guarantee”
as
        a
        verb has a corresponding meaning.

       

      “Guarantors”
means,
        collectively, Holdings, the U.S. Subsidiary Guarantors and each of the Canadian
        Guarantors. Each of the Guarantors on the Restatement Effective Date, other
        than
        Holdings and the U.S. Borrower, is listed on Schedule
        I.

       

      “Guaranty”
means,
        collectively, the Parent Guaranty, the U.S. Subsidiary Guaranty and the Canadian
        Guaranty.

       

      “Hazardous
        Materials”
means
        all pollutants, contaminants, chemicals, constituents substances, or wastes,
        including petroleum or petroleum products, asbestos or asbestos-containing
        materials, polychlorinated biphenyls, radon gas, infectious or medical wastes,
        of any nature regulated pursuant to or which can give rise to liability under
        any Environmental Law.

       

      “Hedge
        Bank”
means
        any Person that is an Arranger or a Lender or an Affiliate of an Arranger
        or a
        Lender, in its capacity as a party to a Secured Hedge Agreement.

       

      “Holdings”
has
        the
        meaning specified in the introductory paragraph to this Agreement.

       

      “Holdings
        Consolidated Leverage Ratio”
        means,
        with
        respect to the
        Consolidated Parties on a consolidated basis, as of the end of any fiscal
        quarter of the U.S. Borrower for the four (4) fiscal quarter period ending
        on
        such date, the ratio of (a) Consolidated Funded Indebtedness (net of the
        amount of Unrestricted Cash on hand on such date) of the Consolidated Parties
        on
        the last day of such period to (b) Consolidated EBITDA of the Consolidated
        Parties for such period.

       

      “Honor
        Date”
has
        the
        meaning specified in Section
        2.03(c)(i).

       

      “ICC”
has
        the
        meaning specified in Section
        2.03(h).

       

      “Increased
        Facility”
has
        the
        meaning set forth in Section 2.06(d).

       

      “Increased
        Lender”
has
        the
        meaning set forth in Section 2.06(d).

       

      “Incremental
        Term B Loans”
has
        the
        meaning set forth in Section
        2.14(a).

       

      “Indebtedness”
means,
        as to any Person at a particular time, without duplication, all of the
        following, whether or not included as indebtedness or liabilities in accordance
        with GAAP:

       

      (a)  all
        obligations of such Person for borrowed money and all obligations of such
        Person
        evidenced by bonds, debentures, notes, loan agreements or other similar
        instruments;

       

      (b)  the
        maximum amount (after giving effect to any prior drawings or permanent
        reductions which may have been reimbursed) of all letters of credit (including
        standby and commercial), bankers’ acceptances, bank guaranties, surety bonds,
        performance bonds and similar instruments issued or created by or for the
        account of such Person;

       

      (c)  net
        obligations of such Person under any Swap Contract;

       

      (d)  all
        obligations of such Person to pay the deferred purchase price of property
        or
        services (other than (i) accrued expenses and trade debt incurred in the
        ordinary course of business and (ii) deferred compensation) which would appear
        as liabilities on a balance sheet of such Person;

       

      (e)  indebtedness
        (excluding prepaid interest thereon) secured by a Lien on property owned
        or
        being purchased by such Person (including indebtedness arising under conditional
        sales or other title retention agreements and mortgage, industrial revenue
        bond,
        industrial development bond and similar financings), whether or not such
        indebtedness shall have been assumed by such Person or is limited in
        recourse;

       

      (f)  all
        Attributable Indebtedness;

       

      (g)  all
        obligations of such Person in respect of Disqualified Equity Interests;
        and

       

      (h)  all
        Guarantees of such Person in respect of any of the foregoing;

       

      provided,
        that
“Indebtedness” shall not include any post-closing payment adjustments or
        earn-out, non-competition or consulting obligations existing on the Restatement
        Effective Date or incurred in connection with Investments permitted under
        Section
        7.02
        until
        such obligations are required in accordance with GAAP to be reflected as
        a
        liability on the balance sheet of the applicable Person

       

      For
        all
        purposes hereof, the Indebtedness of any Person shall include the Indebtedness
        of any partnership or joint venture (other than a joint venture that is itself
        a
        corporation or limited liability company) in which such Person is a general
        partner or a joint venturer, unless such Indebtedness is expressly made
        non-recourse to such Person. The amount of any net obligation under any Swap
        Contract on any date shall be deemed to be the Swap Termination Value thereof
        as
        of such date. The amount of Indebtedness of any Person for purposes of
clause
        (e)
        shall be
        deemed to be equal to the lesser of (i) the aggregate unpaid amount of such
        Indebtedness and (ii) the fair market value of the property encumbered thereby
        as determined by such Person in good faith.

       

      “Indemnified
        Liabilities”
has
        the
        meaning set forth in Section
        10.05.

       

      “Indemnitees”
has
        the
        meaning set forth in Section
        10.05.

       

      “Information”
has
        the
        meaning specified in Section
        10.08.

       

      “Information
        Memorandum”
means
        the confidential information memorandum dated July 2004 used by the Arrangers
        in
        connection with the syndication of the Commitments.

       

      “Intellectual
        Property Security Agreement”
means,
        collectively, the intellectual property security agreement, substantially
        in the
        form of Exhibit I
        to the
        Original Credit Agreement together with each other intellectual property
        security agreement supplements executed and delivered pursuant to Section 6.12
        or the
        Security Agreement.

       

      “Intercompany
        Note”
means
        an intercompany note, substantially in the form of Exhibit L
        to the
        Original Credit Agreement, executed by Holdings and each of its Subsidiaries
        and
        endorsed in blank by each of the U.S. Loan Parties.

       

      “Interest
        Coverage Ratio”
        means,
        with
        respect to the
        Borrower
        Parties on
        a
        consolidated basis, as of the end of any fiscal quarter of the U.S. Borrower
        for
        the
        four (4) fiscal quarter period ending on such date
        with
        respect to the Borrower Parties on
        a
        consolidated basis, the ratio of (a) Consolidated EBITDA of the
Borrower
        Parties
        to
        (b) Consolidated Interest Charges of the Borrower
        Parties.

       

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

       

      “Interest
        Period”
means
        (i) as to each Eurodollar Rate Loan, the period commencing on the date such
        Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
        Rate Loan (whether pursuant to the Original Credit Agreement or this Agreement)
        and ending on the date one, two, three or six months thereafter, or to the
        extent available to all Term B Lenders, U.S. Revolving Lenders or Canadian
        Lenders, as applicable, nine or twelve months thereafter, as selected by
        a
        Borrower in its Committed Loan Notice and (ii) relative to any Canadian BA
        or
        Acceptance Note, the period beginning on (and including) the date on which
        such
        Canadian BA is accepted or rolled over pursuant to Article
        II
        or such
        Acceptance Note is issued pursuant to Article
        II
        and
        continuing to (but excluding) the date which is approximately 30, 60, 90
        or 180
        days thereafter (or, if requested by the relevant Canadian Borrower and
        available to each Canadian Lender, the date which is approximately 14 days,
        nine
        months or twelve months thereafter) as a Canadian Borrower may select in
        its
        relevant notice pursuant to Section
        2.02;
        provided
        that:

       

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

       

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

       

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

       

      “Investment”
means,
        as to any Person, any direct or indirect acquisition or investment by such
        Person, whether by means of (a) the purchase or other acquisition of Equity
        Interests or debt or other securities of another Person, (b) a loan,
        advance or capital contribution to, Guarantee or assumption of Indebtedness
        of,
        or purchase or other acquisition of any other Indebtedness or equity
        participation or interest in, another Person, including any partnership or
        joint
        venture interest in such other Person and any arrangement pursuant to which
        the
        investor incurs Indebtedness of the type referred to in clause (h)
        of the
        definition of “Indebtedness” set forth in this Section 1.01
        in
        respect of such Person, or (c) the purchase or other acquisition (in one
        transaction or a series of transactions) of all or substantially all of the
        property and assets or business of another Person or assets constituting
        a
        business unit, line of business or division of such Person. For purposes
        of
        covenant compliance, the amount of any Investment shall be the amount actually
        invested, without adjustment for subsequent increases or decreases in the
        value
        of such Investment, but net of any return of principal or capital in respect
        of
        such Investment.

       

      “Investors
        LLC”
means
        THL-Nortek Investors, LLC, a Delaware limited liability company.

       

      “IP
        Rights”
has
        the
        meaning set forth in Section
        5.17.

       

      “IP
        Security Agreement Supplement”
has
        the
        meaning specified in the Security Agreement.

       

      “IRS”
means
        the United States Internal Revenue Service.

       

      “Joint
        Venture”
means
        any Person which is not a Restricted Subsidiary of the U.S. Borrower in which
        the U.S. Borrower owns directly or indirectly more than 20% of the voting
        stock.

       

      “Junior
        Financing”
has
        the
        meaning specified in Section
        7.14.

       

      “Junior
        Financing Documentation”
means
        the Senior Subordinated Notes, the Senior Subordinated Notes Indenture, the
        Nortek Existing Senior Subordinated Notes and the indenture governing the
        Nortek
        Existing Senior Subordinated Notes and any documentation governing any other
        Junior Financing.

       

      “Landlord
        Consent”
has
        the
        meaning specified in Section
        6.16(b).
        

       

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

       

      “L/C
        Advance”
means
        (a) with respect to each U.S. Revolving Credit Lender, such Lender’s
        funding of its participation in any U.S. L/C Borrowing in accordance with
        its
        Pro Rata Share and (b) with respect to each Canadian Lender, such Canadian
        Lender’s funding of its participation in any Canadian L/C Borrowing in
        accordance with its Pro Rata Share.

       

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

       

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

       

      “L/C
        Issuer”
means
        the U.S. L/C Issuer or the Canadian L/C Issuer, as applicable.

       

      “L/C
        Obligations”
means,
        as at any date of determination, the aggregate amount available to be drawn
        under all outstanding Letters of Credit plus the aggregate of all Unreimbursed
        Amounts, including all L/C Borrowings. For purposes of computing the amount
        available to be drawn under any Letter of Credit, the amount of such Letter
        of
        Credit shall be determined in accordance with Section
        1.08.
        For all
        purposes of this Agreement, if on any date of determination a Letter of Credit
        has expired by its terms but any amount may still be drawn thereunder by
        reason
        of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
        deemed
        to be “outstanding” in the amount so remaining available to be
        drawn.

       

      “Lender”
means
        the U.S. Lenders and the Canadian Lenders and, as the context requires
        (including, without limitation, for purposes of Sections
        10.04
        and
10.05),
        includes the L/C Issuers and the Swing Line Lenders.

       

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

       

      “Letter
        of Credit”
means
        any letter of credit issued hereunder and shall include the Existing Letters
        of
        Credit. A Letter of Credit may be a commercial letter of credit or a standby
        letter of credit.

       

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

       

      “Letter
        of Credit Expiration Date”
means
        the day that is five (5) days prior to the scheduled Maturity Date then in
        effect for the Revolving Credit Facility (or, if such day is not a Business
        Day,
        the next preceding Business Day) under which such Letter of Credit was
        issued.

       

      “Leverage
        Ratio”
means,
        with respect to the Borrower Parties on a consolidated basis, as of the end
        of
        any fiscal quarter of the U.S. Borrower for the four (4) fiscal quarter period
        ending on such date, the ratio of (a) Consolidated Funded Indebtedness (net
        of
        the amount of Unrestricted Cash on hand on such date) of the Borrower Parties
        on
        the last day of such period to (b) Consolidated EBITDA of the Borrower Parties
        for such period.

       

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

       

      “Loan”
means
        a
        U.S. Loan, a Canadian Loan or a Canadian Swingline Loan and shall include
        without limitation all Canadian BAs in respect of which any Canadian Lender
        has
        not received payment in full. References herein to the “principal amount” of a
        Loan shall, when referring to a Canadian BA, mean the face amount thereof.
        

       

      “Loan
        Documents”
means,
        collectively, (a) for purposes of this Agreement and the Notes and any
        amendment, supplement or other modification hereof or thereof and for all
        other
        purposes other than for purposes of the Guaranty and the Collateral Documents,
        (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral
        Documents, (v) the Fee Letter, (vi) each Letter of Credit Application,
        (vii) the Acceptance Notes and (vii) Canadian BAs and (b) for
        purposes of the Guaranty and the Collateral Documents, (i) this Agreement,
        (ii)
        the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) each
        Letter of Credit Application, (vi) the Fee Letter and (vii) each Secured
        Hedge
        Agreement and each Secured Cash Management Agreement.

       

      “Loan
        Parties”
means,
        collectively, each Borrower and each Guarantor.

       

      “Management
        Shareholders”
means
        Richard L. Bready and the other members of management of the U.S. Borrower
        or
        its Subsidiaries who were investors in Investors LLC on the Closing
        Date.

       

      “Master
        Agreement”
has
        the
        meaning specified in the definition of “Swap Contract”.

       

      “Material
        Adverse Effect”
means
        (a) a material adverse effect on the condition (financial or otherwise),
        business, operations, assets or liabilities of the U.S. Borrower and its
        Subsidiaries, taken as a whole, (b) a material adverse effect on the
        ability of the U.S. Borrower or the Loan Parties (taken as a whole) to perform
        their respective obligations under the Loan Documents or (c) a material
        adverse effect on the rights and remedies of the Lenders under any Loan
        Document.

       

      “Material
        Disposition”
means
        any Disposition by the U.S. Borrower or any Restricted Subsidiary of property
        constituting all or substantially all the Equity Interests in any Subsidiary
        or
        any division, product line or facility used for operations of the U.S. Borrower
        or any of its Subsidiaries with a fair market value in excess of
        $5,000,000.

       

      “Material
        Real Estate”
means
        any parcel of real property that is fee owned by a U.S. Loan Party, other
        than
        any parcel of real property that (i) has a fair market value less than
        $2,000,000 or (ii) is subject to a Lien permitted by Section
        7.01(p)
        which
        prohibits the granting of a Lien to the U.S. Administrative Agent.

       

      “Maturity
        Date”
means
        (a) with respect to the U.S. Revolving Credit Facility, the earlier of
        (i) August 27, 2010 and (ii) the date of termination in whole of
        the Revolving Credit Commitments, the Letter of Credit Commitments, and the
        Swing Line Commitments pursuant to Section 2.06(a)
        or 8.02,
        (b)
        with respect to the Canadian Facility, the earlier of (i) August 27,
        2010 and (ii) the date of termination in whole of the Canadian Credit
        Commitments pursuant to Section 2.06(a)
        or 8.02,
        and (c)
        with respect to the Term B Facility, the earlier of
        (i) August 27, 2011 and (ii) the date of acceleration of the
        Term B Loans pursuant to Section 8.02.

       

      “Maximum
        Rate”
has
        the
        meaning specified in Section
        10.10.

       

      “Minority
        Lenders”
shall
        have the meaning assigned to such term in Section
        10.01.

       

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

       

      “Mortgage”
means,
        collectively, the deeds of trust, trust deeds and mortgages made by the Loan
        Parties in favor or for the benefit of the Administrative Agent for the benefit
        of the Secured Parties substantially in the form of Exhibit H-1
        or
H-2
        to the
        Original Credit Agreement, as applicable (with such changes as may be customary
        to account for local law matters), together with each other mortgage executed
        and delivered pursuant to Section
        6.12.

       

      “Multiemployer
        Plan”
means
        any employee benefit plan of the type described in Section 4001(a)(3) of
        ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated
        to
        make contributions, or, during the preceding five plan years, has made or
        been
        obligated to make contributions.

       

      “Net
        Cash Proceeds”
        means:

       

      (a)  with
        respect to the Disposition of any asset by Holdings, the U.S. Borrower or
        any of
        its Restricted Subsidiaries or any Casualty Event, the excess, if any, of
        (i)
        the sum of cash and Cash Equivalents received in connection with such
        Disposition or Casualty Event (including any cash or Cash Equivalents received
        by way of deferred payment pursuant to, or by monetization of, a note receivable
        or otherwise, but only as and when so received and, with respect to any Casualty
        Event, any insurance proceeds or condemnation awards in respect of such Casualty
        Event received by or paid to or for the account of Holdings, the U.S. Borrower
        or any of its Restricted Subsidiaries) over (ii) the sum of (A) the principal
        amount and premium, if any, of any Indebtedness that is secured by the asset
        subject to such Disposition or Casualty Event and that is repaid in connection
        with such Disposition or Casualty Event (other than Indebtedness under the
        Loan
        Documents), (B) the out-of-pocket expenses incurred by Holdings, the U.S.
        Borrower or such Restricted Subsidiary in connection with such Disposition
        or
        Casualty Event, (C) taxes paid or reasonably estimated to be actually
        payable in connection therewith, and (D) any reserve for adjustment in respect
        of (x) the sale price of such asset or assets established in accordance with
        GAAP and (y) any liabilities associated with such asset or assets and retained
        by Holdings, the U.S. Borrower or any of its Restricted Subsidiaries after
        such
        sale or other disposition thereof, including, without limitation, pension
        and
        other post-employment benefit liabilities and liabilities related to
        environmental matters or against any indemnification obligations associated
        with
        such transaction and it being understood that “Net Cash Proceeds” shall include,
        without limitation, any cash or Cash Equivalents (i) received upon the
        Disposition of any non-cash consideration received by Holdings, the U.S.
        Borrower or any of its Restricted Subsidiaries in any such Disposition and
        (ii)
        upon the reversal (without the satisfaction of any applicable liabilities
        in
        cash in a corresponding amount) of any reserve described in clause
        (D)
        of the
        preceding sentence or, if such liabilities have not been satisfied in cash
        and
        such reserve not reversed within three hundred and sixty-five (365) days
        after
        such Disposition or Casualty Event, the amount of such reserve;

       

      (b)  with
        respect to the issuance of any Equity Interest by Holdings or any of its
        Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents
        received in connection with such issuance over (ii) the investment banking
        fees,
        underwriting discounts and commissions, taxes and other out-of-pocket expenses
        and other customary expenses, incurred by Holdings or such Subsidiary in
        connection with such issuance; and

       

      (c)  with
        respect to the incurrence or issuance of any Indebtedness by Holdings, the
        U.S.
        Borrower or any of its Restricted Subsidiaries, the excess, if any, of
        (i) the sum of the cash received in connection with such sale over (ii) the
        investment banking fees, underwriting discounts and commissions, and other
        out-of-pocket expenses and other customary expenses, incurred by Holdings,
        the
        U.S. Borrower or such Restricted Subsidiary in connection with such
        sale.

       

      “Non-Guarantor
        Domestic Subsidiary”
means
        each Domestic Subsidiary listed on Schedule
        1.01(c)
        to the
        Original Credit Agreement and each other Domestic Subsidiary formed or acquired
        after the date hereof, in each case, for so long as (i) all property of such
        Subsidiary has a fair market value in the aggregate of less than $5,000,000,
        (ii) such Subsidiary does not have any Indebtedness (including by way of
        Guarantee) in respect of money borrowed, and (iii) such Subsidiary is not
        engaged in any substantial business activities.

       

      “Nonrenewal
        Notice Date”
has
        the
        meaning specified in Section
        2.03(b)(iii).

       

      “Nortek
        Existing Senior Subordinated Notes”
means
        all outstanding 9 7/8% Senior Subordinated Notes due 2011 issued by Nortek,
        Inc.
        pursuant to the Indenture, dated as of June 12, 2001, as amended and
        supplemented from time to time, by and among Nortek, Inc. and U.S. Bank National
        Association, as successor in interest to State Street Bank and Trust
        Company.

       

      “Not
        Otherwise Applied”
means,
        with reference to any amount of Net Cash Proceeds of any transaction or event
        or
        of Excess Cash Flow, that such amount (a) was not required to be applied
        to
        prepay the Loans pursuant to Section
        2.05(b)
        or
Section
        2.05(b)
        of the
        Original Credit Agreement, (b) was not previously included in a calculation
        of
“Consolidated EBITDA” pursuant to clause
        (b)(xvii)
        of the
        definition thereof or in such definition in the Original Credit Agreement
        and
        (c) was not previously applied in determining the permissibility of a
        transaction (including, without limitation, the making of an Investment,
        Restricted Payment, capital expenditure or refinancing of Junior Financing)
        under the Loan Documents (including, without limitation, the Original Credit
        Agreement) where such permissibility was (or may have been) contingent on
        receipt of such amount. The U.S. Borrower shall promptly notify the U.S.
        Administrative Agent of any application of such amount as contemplated by
        (c)
        above.

       

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

       

      “Notice
        of Intent to Cure”
has
        the
        meaning specified in Section
        6.02(b).

       

      “Notional
        BA Proceeds”
means,
        relative to a particular Canadian BA Rate Loan, the face amount of such Canadian
        BAs multiplied by the price (which product shall be rounded to the nearest
        full
        cent, with one-half cent being rounded upward), where the price is calculated
        by
        dividing one by the sum of one plus the product of (i) the Canadian BA Rate
        applicable thereto expressed as a decimal fraction, multiplied by (ii) a
        fraction, the numerator of which is the term of such Canadian BAs in days
        and
        the denominator of which is 365 (which price will be rounded to the nearest
        0.001%); less,
        the per
        annum Canadian BA Stamping Fee multiplied by the face amount of the applicable
        Canadian BAs, and multiplying the result by a fraction, the numerator of
        which
        is the actual number of days in the period commencing on the date of acceptance
        of such Canadian BAs and continuing to (but excluding) the maturity date
        of such
        Canadian BAs, and the denominator of which is 365 (such fee to be non-refundable
        and fully earned upon acceptance of such Canadian BAs).

       

      “NPL”
means
        the National Priorities List under CERCLA.

       

      “Obligations”
means
        all advances to, and debts, liabilities, obligations, covenants and duties
        of,
        any Loan Party (including for the avoidance of doubt, the Canadian Loan Parties)
        arising under any Loan Document or otherwise with respect to any Loan or
        Letter
        of Credit, whether direct or indirect (including those acquired by assumption),
        absolute or contingent, due or to become due, now existing or hereafter arising
        and including interest and fees that accrue after the commencement by or
        against
        any Loan Party of any proceeding under any Debtor Relief Laws naming such
        Person
        as the debtor in such proceeding, regardless of whether such interest and
        fees
        are allowed claims in such proceeding. Without limiting the generality of
        the
        foregoing, the Obligations of the Loan Parties under the Loan Documents include
        (a) the obligation to pay principal, interest, Letter of Credit commissions,
        charges, expenses, fees, Attorney Costs, indemnities and other amounts payable
        by any Loan Party under any Loan Document and (b) the obligation of any
        Loan Party to reimburse any amount in respect of any of the foregoing that
        any
        Lender, in its sole discretion, may elect to pay or advance on behalf of
        such
        Loan Party in accordance with the terms of the Loan Documents.

       

      “OFAC”
has
        the
        meaning given to such term by Section
        5.22(b).

       

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

       

      “Other
        Taxes”
has
        the
        meaning specified in Section
        3.01(b).

       

      “Outstanding
        Amount”
means
        (a) with respect to the Term B Loans, Revolving Credit Loans and Swing Line
        Loans on any date, the aggregate outstanding principal amount thereof after
        giving effect to any borrowings and prepayments or repayments of Term B
        Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid
        drawings under Letters of Credit or L/C Credit Extensions as a Revolving
        Credit
        Borrowing) and Swing Line Loans, as the case may be, occurring on such date
        (and
        calculated with respect to any Loans denominated in Canadian Dollars, at
        the
        U.S. Dollar Equivalent thereof as of the most recent Revaluation Date); and
        (b)
        with respect to any L/C Obligations on any date, the amount of such L/C
        Obligations on such date after giving effect to any L/C Credit Extension
        occurring on such date and any other changes in the aggregate amount of the
        L/C
        Obligations as of such date (calculated with respect to any Letters of Credit
        denominated in Canadian Dollars, at the U.S. Dollar Equivalent thereof as
        of the
        most recent Revaluation Date), including as a result of any reimbursements
        of
        outstanding unpaid drawings under any Letters of Credit (including any
        refinancing of outstanding unpaid drawings under Letters of Credit or L/C
        Credit
        Extensions as a Revolving Credit Borrowing) or any reductions in the maximum
        amount available for drawing under Letters of Credit taking effect on such
        date.

       

      “Parent
        Guaranty”
means
        the Parent Guaranty made by Holdings in favor of the Administrative Agents
        on
        behalf of the Lenders on the Closing Date.

       

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

       

      “PBGC”
means
        the Pension Benefit Guaranty Corporation.

       

      “Pension
        Plan”
means
        any “employee pension benefit plan” (as such term is defined in
        Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
        Title IV of ERISA and is sponsored or maintained by any Loan Party or any
        ERISA
        Affiliate or to which any Loan Party or any ERISA Affiliate contributes or
        has
        an obligation to contribute, or in the case of a multiple employer or other
        plan
        described in Section 4064(a) of ERISA, has made contributions at any time
        during
        the immediately preceding five (5) plan years.

       

      “Perfection
        Certificate”
shall
        mean a certificate in the form of Exhibit M-1
        to the
        Original Credit Agreement or any other form approved by the Administrative
        Agents, as the same shall be supplemented from time to time by a Perfection
        Certificate Supplement or otherwise.

       

      “Perfection
        Certificate Supplement”
shall
        mean a certificate supplement in the form of Exhibit M-2
        to the
        Original Credit Agreement or any other form approved by the Administrative
        Agents.

       

      “Permitted
        Acquisition”
has
        the
        meaning specified in Section
        7.02(h).

       

      “Permitted
        Cure Issuance”
has
        the
        meaning specified in clause
        (b)(xvii)
        of the
        definition of “Consolidated EBITDA”.

       

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

       

      “Permitted
        Equity Issuance”
means
        any sale or issuance of any Equity Interests (other than Disqualified Equity
        Interests) of Holdings to the extent (a) permitted hereunder and (b) the
        Net Cash Proceeds thereof are not required to be applied to the prepayment
        of
        the Loans pursuant to Section
        2.05(b)
        or
Section
        2.05(b)
        of the
        Original Credit Agreement.

       

      “Permitted
        Holdco Debt”
has
        the
        meaning specified in Section
        7.03(c)(ii).

       

      “Permitted
        Refinancing”
means,
        with respect to any Person, any modification, refinancing, refunding, renewal
        or
        extension of any Indebtedness of such Person; provided
        that (a)
        the principal amount (or accreted value, if applicable) thereof does not
        exceed
        the principal amount (or accreted value, if applicable) of the Indebtedness
        so
        modified, refinanced, refunded, renewed or extended except by an amount equal
        to
        a reasonable premium or other reasonable amount paid, and fees and expenses
        reasonably incurred, in connection with such modification, refinancing,
        refunding, renewal or extension and by an amount equal to any existing
        commitments unutilized thereunder (to the extent such commitments could be
        drawn
        at the time of such refinancing in compliance with the Credit Agreement)
        or as
        otherwise permitted pursuant to Section
        7.03,
        (b)
        such modification, refinancing, refunding, renewal or extension has a final
        maturity date equal to or later than the final maturity date of, and has
        a
        Weighted Average Life to Maturity equal to or greater than the Weighted Average
        Life to Maturity of, the Indebtedness being modified, refinanced, refunded,
        renewed or extended, (c) if the Indebtedness being modified, refinanced,
        refunded, renewed or extended is subordinated in right of payment to the
        Obligations, such modification, refinancing, refunding, renewal or extension
        is
        subordinated in right of payment to the Obligations on terms at least as
        favorable to the Lenders as those contained in the documentation governing
        the
        Indebtedness being modified, refinanced, refunded, renewed or extended, (d)
        the
        terms and conditions (including, if applicable, as to collateral) of any
        such
        modified, refinanced, refunded, renewed or extended Indebtedness are not
        materially less favorable to the Loan Parties or the Lenders than the terms
        and
        conditions of the Indebtedness being modified, refinanced, refunded, renewed
        or
        extended, (e) such modification, refinancing, refunding, renewal or extension
        is
        incurred and/or guaranteed by only the Persons who are the obligors on the
        Indebtedness being modified, refinanced, refunded, renewed or extended, and
        (f)
        at the time thereof, no Default shall have occurred and be
        continuing.

       

      “Permitted
        Subordinated Indebtedness”
means
        any unsecured Indebtedness of the U.S. Borrower that (a) is expressly
        subordinated to the prior payment in full in cash of the Obligations on terms
        and conditions no less favorable to the Lenders than the terms and conditions
        of
        the Senior Subordinated Notes, (b) will not mature prior to the date that
        is
        ninety-one (91) days after the Maturity Date of the Term B Facility, (c)
        has no
        scheduled amortization or payments of principal prior to the Maturity Date
        of
        the Term B Facility, and (d) has covenant, default and remedy provisions
        no more
        restrictive, or mandatory prepayment, repurchase or redemption provisions
        no
        more onerous or expansive in scope, than those contained in the Senior
        Subordinated Notes Indenture, taken as a whole; provided
        any such
        Indebtedness shall constitute Permitted Subordinated Indebtedness only if
        (i)
        both before and after giving effect to the issuance or incurrence thereof,
        no
        Default or Event of Default shall have occurred and be continuing, and (ii)
        if
        the amount of such Indebtedness issued or incurred in any fiscal quarter
        exceeds
        $5,000,000, the Chief Financial Officer of the U.S. Borrower shall have
        delivered an officer’s certificate demonstrating Pro Forma Compliance with the
        covenants set forth in Section
        7.11
        in form
        and substance reasonably satisfactory to the U.S. Administrative Agent, it
        being
        understood that any capitalized or paid-in-kind interest or accreted principal
        on such Indebtedness shall not constitute an issuance or incurrence of
        Indebtedness for purposes of this proviso.

       

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

       

      “Plan”
means
        any “employee benefit plan” (as such term is defined in Section 3(3) of
        ERISA) established by any Loan Party or, with respect to any such plan that
        is
        subject to Section 412 of the Code or Title IV of ERISA, any ERISA
        Affiliate.

       

      “Pledged
        Debt”
has
        the
        meaning set forth in the U.S. Security Agreement.

       

      “Pledged
        Interests”
has
        the
        meaning set forth in the U.S. Security Agreement.

       

      “Post-Increase
        Revolving Lenders”
has
        the
        meaning specified in Section
        2.15(b).

       

      “PPSA”
means
        the Personal
        Property Security Act
        (Ontario) and the regulations thereunder, as from time to time in effect;
        provided,
        however,
        if
        attachment, perfection or priority of any security interests in any Collateral
        is governed by the personal property security laws of any jurisdiction other
        than Ontario, “PPSA” shall mean those personal property security laws in such
        other jurisdiction relating to such attachment, perfection or priority of
        any
        security interests in any Collateral.

       

      “Pre-Increase
        Revolving Lenders”
has
        the
        meaning specified in Section
        2.15(b).

       

      “Pro
        Forma Basis,”
        “Pro
        Forma Compliance”
and
        “Pro
        Forma Effect”
mean,
        for purposes of calculating the Holdings Consolidated Leverage Ratio, the
        Interest Coverage Ratio and the Leverage Ratio for any period, that any
        Specified Transaction that has been consummated in such period and the following
        transactions in connection therewith shall be deemed to have occurred as
        of the
        first day of such period: (a) income statement items (whether positive or
        negative) attributable to the property or Person subject to such Specified
        Transaction, (i) in the case of a Material Disposition, shall be excluded,
        (ii)
        in the case of a Permitted Acquisition or Investment described in the definition
        of “Specified Transaction”, shall be included and (iii) in the case of a
        Permitted Acquisition, solely for purposes of calculating compliance with
        the
        financial covenants set forth in Section
        7.11,
        Pro
        Forma Cost Savings shall also be included, (b) any retirement of Indebtedness,
        and (c) any Indebtedness incurred or assumed by the U.S. Borrower or any
        of its
        Restricted Subsidiaries in connection therewith and if such Indebtedness
        has a
        floating or formula rate, shall have an implied rate of interest for the
        applicable period for purposes of this definition determined by utilizing
        the
        rate which is or would be in effect with respect to such Indebtedness as
        at the
        relevant date of determination; provided
        that the
        foregoing pro forma adjustments may be applied to the financial covenants
        set
        forth in Section
        7.11
        solely
        to the extent that such adjustments are consistent with the definition of
        Consolidated EBITDA and Consolidated Interest Expense and give effect to
        events
        that are (x) directly attributable to such transaction, (y) expected to
        have a continuing impact on the U.S. Borrower and its Restricted Subsidiaries
        and (z) factually supportable.

       

      “Pro
        Forma Cost Savings” means,
        with respect to any period, the reduction in net costs and related adjustments
        that (i) were directly attributable to a Permitted Acquisition or Investment
        included in the definition of Specified Transaction that occurred during
        the
        four-quarter period or after the end of the four-quarter period and on or
        prior
        to the date of determination and calculated on a basis that is consistent
        with
        Regulation S-X under the Securities Act as in effect and applied as of the
        Closing Date, (ii) were actually implemented by the business that was the
        subject of any such Specified Transaction within six months after the date
        of
        such Specified Transaction and prior to the date of determination that are
        supportable and quantifiable by the underlying accounting records of such
        business or (iii) relate to the business that is the subject of any such
        Specified Transaction and that the U.S. Borrower reasonably determines are
        probable based upon specifically identifiable actions to be taken within
        six
        months of the date of such Specified Transaction and, in the case of each
        of
        (i), (ii) and (iii), are described, as provided below, in a certificate of
        a
        Responsible Officer of the U.S. Borrower in form satisfactory to the U.S.
        Administrative Agent, as if all such reductions in costs had been effected
        as of
        the beginning of such period

       

      “Pro
        Rata Share”
means,
        with respect to each Lender at any time, a fraction (expressed as a percentage,
        carried out to the ninth decimal place), the numerator of which is the amount
        of
        the Commitments of such Lender under the applicable Facility or Facilities
        at
        such time and the denominator of which is the amount of the Aggregate
        Commitments under the applicable Facility or Facilities at such time;
provided
        that if
        the commitment of each Lender to make Loans and the obligation of each L/C
        Issuer to make L/C Credit Extensions have been terminated pursuant to
Section
        8.02,
        then
        the Pro Rata Share of each Lender shall be determined based on the Pro Rata
        Share of such Lender immediately prior to such termination and after giving
        effect to any subsequent assignments made pursuant to the terms hereof. The
        initial Pro Rata Share of each Lender is set forth opposite the name of such
        Lender on Schedule
        2.01
        to the
        Original Credit Agreement or in the Assignment and Assumption pursuant to
        which
        such Lender becomes a party hereto, as applicable.

       

      “Qualifying
        IPO”
means
        the
        issuance by Holdings of its common Equity Interests in an underwritten primary
        public offering (other than a public offering pursuant to a registration
        statement on Form S-8) pursuant to an effective registration statement filed
        with the SEC in accordance with the Securities Act (whether alone or in
        connection with a secondary public offering).

       

      “Real
        Properties”
means
        those U.S. properties listed on Schedule 1.01(a)
        and
Schedule
        6.16(b)
        to the
        Original Credit Agreement.

       

      “Reallocated
        Commitments”
has
        the
        meaning set forth in Section 2.06(d).

       

      “Reallocation
        Effectiveness Date”
shall
        have the meaning set forth in Section
        2.06(f).
        

       

      “Reduced
        Facility”
has
        the
        meaning set forth in Section 2.06(d).

       

      “Reduced
        Lender”
has
        the
        meaning set forth in Section 2.06(d).

       

      “Refinanced
        Term Loans”
has
        the
        meaning set forth in Section 10.01.

       

      “Register”
has
        the
        meaning set forth in Section
        10.07(c).

       

      “Release”
shall
        mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
        discharging, injecting, escaping, leaching, dumping, disposing or depositing
        in,
        into or onto the environment.

       

      “Remaining
        Reduced Facility Lenders”
shall
        have the meaning assigned to such term in Section
        2.06(f).
        

       

      “Replacement
        Term B Loans”
has
        the
        meaning set forth in Section 10.01.

       

      “Reportable
        Event”
means
        any of the events set forth in Section 4043(c) of ERISA, other than events
        for
        which the thirty (30) day notice period has been waived.

       

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

       

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

       

      “Requisite
        Class Lenders”
means,
        at any time of determination, (i) for the Term B Lenders, Lenders
        holding more than 50% of the aggregate unused Term B Commitments of all Lenders
        and Outstanding Amount of Term B Loans of all Lenders; (ii) for the
        U.S. Revolving Credit Lenders, Lenders holding more than 50% of the aggregate
        outstanding amount of all U.S. Revolving Loans, unused U.S. Revolving Credit
        Commitments and participations in U.S. Letters of Credit and U.S. Swing Line
        Loans of all Lenders; and (iii) for the Canadian Lenders, Lenders holding
        more than 50% of the aggregate Outstanding Amount of all Canadian Loans,
        unused
        Canadian Credit Commitments and participations in Canadian Letters of Credit
        and
        Canadian Swing Line Loans of all Lenders; provided
        that the
        Commitments, Loans and participations held by any Defaulting Lender shall
        be
        excluded for purposes of making a determination of the Requisite Class
        Lenders.

       

      “Responsible
        Officer”
means
        the chief executive officer, president, chief financial officer, controller,
        treasurer or assistant treasurer of a Loan Party and, as to any document
        delivered on the Closing Date, any vice president, secretary or assistant
        secretary. Any document delivered hereunder that is signed by a Responsible
        Officer of a Loan Party shall be conclusively presumed to have been authorized
        by all necessary corporate, partnership and/or other action on the part of
        such
        Loan Party and such Responsible Officer shall be conclusively presumed to
        have
        acted on behalf of such Loan Party.

       

      “Restatement
        Effective Date”
means
        the date on which this Agreement becomes effective pursuant to Section
        4.01.

       

      “Restricted
        Payment”
means
        (i) any dividend or other distribution (whether in cash, securities or
        other property) with respect to any Equity Interest of Holdings, the U.S.
        Borrower or any Restricted Subsidiary, or any payment (whether in cash,
        securities or other property), including any sinking fund or similar deposit,
        on
        account of the purchase, redemption, retirement, defeasance, acquisition,
        cancellation or termination of any such Equity Interest, or on account of
        any
        return of capital to Holdings or the U.S. Borrower’s stockholders, partners or
        members (or the equivalent Persons thereof) and (ii) at the election of the
        U.S. Borrower, any Investment not otherwise permitted by Section 7.02
        (other
        than under clause (i) of Section
        7.02).

       

      “Restricted
        Subsidiary”
means
        each Subsidiary of the U.S. Borrower that is not an Unrestricted
        Subsidiary.

       

      “Revaluation
        Date”
means
        (a) the CAM Exchange Date; (b) with respect to any Canadian Loan
        accruing interest at the Canadian Prime Rate and each Canadian BA, each of
        the
        following: (i) each date of a Borrowing of such Canadian Loan and (ii) such
        additional dates as the Canadian Administrative Agent shall determine or,
        following an Event of Default, the Requisite Class Lenders holding Canadian
        Credit Commitments shall require; and (c) with respect to Canadian Letters
        of
        Credit denominated in Canadian Dollars, each of the following: (i) the date
        of
        issuance of such Letter of Credit, (ii) each date of an amendment of any
        such
        Letter of Credit having the effect of increasing the amount thereof (solely
        with
        respect to the increased amount), (iii) each date of any payment by the Canadian
        L/C Issuer under any such Letter of Credit and (iv) such additional dates
        as the
        Canadian Administrative Agent or the Canadian L/C Issuer shall determine
        or,
        following an Event of Default, the Requisite Class Lenders holding Canadian
        Credit Commitments shall require.

       

      “Revolving
        Credit Borrowing”
means
        a
        U.S. Revolving Credit Borrowing and/or a Canadian Borrowing, as
        applicable.

       

      “Revolving
        Credit Commitment”
means
        the U.S. Revolving Credit Commitment and the Canadian Credit
        Commitment.

       

      “Revolving
        Credit Commitments Increase Effective Date”
has
        the
        meaning specified in Section 2.15(b).

       

      “Revolving
        Credit Exposure”
means
        at any time, the aggregate of Canadian Exposure of all Canadian Lenders plus
        the
        aggregate U.S. Revolving Credit Exposure of all U.S. Revolving Credit
        Lenders.

       

      “Revolving
        Credit Facility”
means
        the U.S. Revolving Credit Facility and the Canadian Facility.

       

      “Revolving
        Credit Lender”
means,
        as the context may require, a U.S. Revolving Credit Lender and/or a Canadian
        Lender.

       

      “Revolving
        Credit Loan”
means,
        as the context may require, a U.S. Revolving Credit Loan and/or a Canadian
        Loan.

       

      “Revolving
        Credit Note”
means,
        as the context may require, a U.S. Revolving Credit Note and/or a Canadian
        Note.

       

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

       

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

       

      “Secured
        Hedge Agreement”
means
        any interest rate Swap Contract relating to the Loans permitted under
Article
        -VII
        that is
        entered into by and between any Loan Party and any Hedge Bank.

       

      “Secured
        Obligations”
has
        the
        meaning specified in the U.S. Security Agreement.

       

      “Secured
        Parties”
means,
        collectively, the Administrative Agents, each other Agent, the Lenders, the
        Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent
        and each co-agent or sub-agent appointed by an Administrative Agent from
        time to
        time pursuant to Section 9.01(c).

       

      “Security
        Agreement”
means,
        as the context may require, the U.S. Security Agreement and the Canadian
        Security Agreement.

       

      “Security
        Agreement Supplement”
has
        the
        meaning specified in the applicable Security Agreement.

       

      “Senior
        Subordinated Notes”
means
        the 8.50% unsecured senior subordinated notes of the U.S. Borrower due 2014
        in
        an aggregate principal amount of $625,000,000 issued on the Closing Date,
        and
        any exchange notes issued in exchange therefor, in each case, pursuant to
        the
        Senior Subordinated Notes Indenture.

       

      “Senior
        Subordinated Notes Indenture”
means
        the Indenture dated as of August 27, 2004 among U.S. Bank National Association,
        the U.S. Borrower and the Guarantors, together with all instruments and other
        agreements in connection therewith, as may be amended, supplemented or otherwise
        modified from time to time in accordance with the terms thereof, but only
        to the
        extent permitted under the terms of the Loan Documents.

       

      “Solvent”
and
        “Solvency”
mean,
        with respect to any Person on any date of determination, that on such date
        (a) the fair value of the property of such Person is greater than the total
        amount of liabilities, including, 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.

       

      “SPC”
has
        the
        meaning specified in Section
        10.07(g).

       

      “Specified
        Equity Issuances”
means
        the
        sale
        or issuance by Holdings of any of its Equity Interests in a public offering
        or
        in a private placement or sale that is underwritten, managed, arranged, placed
        or initially purchased by an investment bank (it being understood that the
        Sponsor is not an investment bank), which, for the avoidance of doubt, does
        not
        include the sale or issuance of any such Equity Interests (a) to the Equity
        Investors, their Affiliates, related funds and limited partners, (b) to
        other Persons making additional equity investments together with the Equity
        Investors after the Restatement Effective Date, (c)
        the
        proceeds of which are used to fund Investments permitted by Section
        7.02
        or (d)
        issued as compensation to employees or consultants of Holdings, the U.S.
        Borrower or any of its Restricted Subsidiaries or to management of Holdings,
        the
        U.S. Borrower or any of its Restricted Subsidiaries in the ordinary course
        of
        business.

       

      “Specified
        Issuance Proceeds”
means
        the Net Cash Proceeds of (a) Permitted Equity Issuances (other than Permitted
        Cure Issuances) to the Equity Investors or to other Persons making additional
        equity investments together with the Equity Investors after the Restatement
        Effective Date, (b) the issuance of Permitted Holdco Debt after the Restatement
        Effective Date and (c) the issuance of Permitted Subordinated Indebtedness
        by
        the U.S. Borrower; provided,
        that
        for purposes of determining the amount of Specified Issuance Proceeds available
        to the U.S. Borrower or any of its Subsidiaries, in the case of clauses (a)
        and
        (b), such Net Cash Proceeds shall have been actually received by the U.S.
        Borrower (through capital contributions of such Net Cash Proceeds by Holdings
        to
        the U.S. Borrower).

       

      “Specified
        Transaction”
means,
        for any applicable period, the following transactions: (a) any Permitted
        Acquisition or any Investment (or series of related Investments) made pursuant
        to Section
        7.02(n)
        to the
        extent consisting of the contribution(s) or other transfer(s) of any property
        (other than cash) to a Joint Venture for consideration less than the fair
        market
        value of such property, (b) any Material Dispositions and (c) any redesignation
        of any Unrestricted Subsidiary as a Restricted Subsidiary.

       

      “Sponsor”
means
        Thomas H. Lee Partners, L.P. and its Affiliates.

       

      “Sponsor
        Management Agreement”
means
        the Management Agreement dated August 27, 2004 between THL Managers V, LLC
        and
        Holdings, as amended, supplemented or otherwise modified from time to time
        in
        accordance with the terms thereof, but only to the extent permitted under
        the
        terms of the Loan Documents.

       

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

       

      “Super
        Majority Lenders”
shall
        have the meaning assigned to such term in Section
        10.01.

       

      “Supplemental
        Administrative Agent”
has
        the
        meaning specified in Section
        9.13
        and
“Supplemental
        Administrative Agents”
shall
        have the corresponding meaning.

       

      “Swap
        Contract”
means
        (a) any and all rate swap transactions, basis swaps, credit derivative
        transactions, forward rate transactions, commodity swaps, commodity options,
        forward commodity contracts, equity or equity index swaps or options, bond
        or
        bond price or bond index swaps or options or forward bond or forward bond
        price
        or forward bond index transactions, interest rate options, forward foreign
        exchange transactions, cap transactions, floor transactions, collar
        transactions, currency swap transactions, cross-currency rate swap transactions,
        currency options, spot contracts, or any other similar transactions or any
        combination of any of the foregoing (including any options to enter into
        any of
        the foregoing), whether or not any such transaction is governed by or subject
        to
        any master agreement, and (b) any and all transactions of any kind, and the
        related confirmations, which are subject to the terms and conditions of,
        or
        governed by, any form of master agreement published by the International
        Swaps
        and Derivatives Association, Inc., any International Foreign Exchange Master
        Agreement, or any other master agreement (any such master agreement, together
        with any related schedules, a “Master
        Agreement”),
        including any such obligations or liabilities under any Master
        Agreement.

       

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

       

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

       

      “Swing
        Line Lender”
means
        the U.S. Swing Line Lender or the Canadian Swing Line Lender, as
        applicable.

       

      “Swing
        Line Loan”
has
        the
        meaning set forth in Section
        2.04(a)(ii).

       

      “Swing
        Line Notice”
means
        a
        notice of a Swing Line Borrowing pursuant to Section
        2.04(b),
        which,
        if in writing, shall be substantially in the form of Exhibit B-1
        to the
        Original Credit Agreement, with respect to any U.S. Swing Line Borrowing
        or
Exhibit
        B-2
        to the
        Original Credit Agreement, with respect to any Canadian Swing Line
        Borrowing.

       

      “Syndication
        Agent”
means
        Credit Suisse Cayman Islands Branch, as Syndication Agent under the Loan
        Documents.

       

      “Synthetic
        Lease Obligation”
means
        the monetary obligation of a Person under a so-called synthetic, off-balance
        sheet or tax retention lease.

       

      “Tax
        Reduction Amount”
has
        the
        meaning set forth in Section 7.06(d).

       

      “Taxes”
has
        the
        meaning specified in Section
        3.01(a).

       

      “Term
        B Borrowing”
means
        a
        borrowing consisting of simultaneous Term Loans (as defined in the Original
        Credit Agreement) of the same Type and, in the case of Eurodollar Rate Loans,
        having the same Interest Period made by each of the Term Lenders (as defined
        in
        the Original Credit Agreement) pursuant to Section
        2.01(a)
        of the
        Original Credit Agreement and converted into Term B Loans pursuant to Amendment
        No. 1.

       

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

       

      “Term
        B Lender”
means,
        at any time, any Lender that holds a Term B Loan at such time.

       

      “Term
        B Loan”
means
        a
        Loan that was converted to a Term B Loan on the Amendment No. 1
        Effective Date in accordance with Amendment No. 1.

       

      “Term
        B Note”
means
        a
        promissory note of the U.S. Borrower payable to any Term B Lender or its
        registered assigns, in substantially the form of Exhibit C-1
        to the
        Original Credit Agreement (except that references therein to the Term Loans
        shall be changed to the “Term B Loans”), evidencing the aggregate indebtedness
        of the U.S. Borrower to such Term B Lender under the Term B Loans of
        such Term B Lender.

       

      “Term
        Commitments Increase Effective Date”
has
        the
        meaning set forth in Section 2.14(b).

       

      “Threshold
        Amount”
means
        $20,000,000.

       

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

       

      “Tranche”
means,
        as the context may require, the Loans constituting Term B Loans, U.S.
        Revolving Credit Loans or Canadian Loans.

       

      “Transaction”
has
        the
        meaning provided in the Original Credit Agreement.

       

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

       

      “Uniform
        Commercial Code”
means
        the Uniform Commercial Code as the same may from time to time be in effect
        in
        the State of New York or the Uniform Commercial Code (or similar code or
        statute) of another jurisdiction, to the extent it may be required to apply
        to
        any item or items of Collateral.

       

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

       

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

       

      “Unrestricted
        Cash”
means
        any cash or Cash Equivalents that would not be required to be classified
        as
        restricted cash on a balance sheet prepared in accordance with
        GAAP.

       

      “Unrestricted Subsidiary”
means
        any Subsidiary of the U.S. Borrower, that, at the time of determination,
        shall
        be an Unrestricted Subsidiary (as designated by the board of directors of
        the
        U.S. Borrower, as provided below). The board of directors of the U.S. Borrower
        may designate any Subsidiary of the U.S. Borrower (including any newly acquired
        or newly formed Subsidiary at or prior to the time it is so formed or acquired),
        to be an Unrestricted Subsidiary if (a) no Default is existing or will
        occur as a consequence thereof, (b) such Subsidiary does not own any Equity
        Interest of, or own or hold any Lien on any property of, the U.S. Borrower
        or
        any of its Subsidiaries (other than Unrestricted Subsidiaries), (c) such
        Subsidiary and each of its Subsidiaries does not have at the time of
        designation, and does not thereafter, create, incur, issue, assume, guarantee,
        or otherwise become directly or indirectly liable with respect to, any
        Indebtedness pursuant to which the lender has recourse to any property of
        the
        U.S. Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries)
        except that, subject to Section
        7.02
        and
Section
        7.03,
        the
        U.S. Borrower and its Restricted Subsidiaries may have Investments by way
        of
        Guarantee of up to $50,000,000 of obligations with respect to Indebtedness
        of
        Unrestricted Subsidiaries in the aggregate at any time outstanding, and
        (d) either (A) at the time of such designation such Subsidiary shall not
        have more than de
        minimis assets
        or
        (B) the U.S. Borrower shall be permitted to make an Investment in such
        Subsidiary in an amount equal to the fair market value of the U.S. Borrower’s
        and its Restricted Subsidiaries’ Equity Interests in such Subsidiary pursuant to
Section
        7.02(o).
        Any
        Subsidiary of an Unrestricted Subsidiary shall be an Unrestricted Subsidiary
        for
        purposes of this Agreement. The board of directors of the U.S. Borrower may
        redesignate an Unrestricted Subsidiary of the U.S. Borrower to be a Restricted
        Subsidiary if (a) no Default is existing or will occur as a consequence
        thereof, (b) such Subsidiary is a wholly owned Subsidiary and becomes a
        party to applicable Guaranty and Security Agreement, (iii) after giving effect
        to such redesignation and the incurrence of any Indebtedness incurred by
        such
        Subsidiary since the last day of the immediately preceding fiscal quarter
        on a
        Pro Forma Basis as if it was incurred on the first day of the immediately
        preceding fiscal quarter (but tested as if the applicable ratio were the
        ratio
        for the next succeeding fiscal quarter), the U.S. Borrower would be in
        compliance with Sections
        7.11
        and
7.18,
        inclusive, and (iv) all Indebtedness, Liens and Investments of such
        Subsidiary outstanding immediately after such designation would, if incurred
        at
        such time, have been permitted to be incurred (and shall be deemed to have
        been
        incurred) for all purposes of this Agreement. Each such designation shall
        be
        evidenced by filing with the applicable Administrative Agent a certified
        copy of
        the resolution giving effect to such designation and an officer’s certificate
        certifying that such designation complied with the foregoing conditions.
        Any
        reference herein to an Unrestricted Subsidiary of Holdings shall be deemed
        to be
        a reference to an Unrestricted Subsidiary of U.S. Borrower.

       

      “U.S.
        Administrative Agent”
means
        UBS AG, Stamford Branch in its capacity as U.S. Administrative Agent under
        any
        of the Loan Documents, or any successor in such capacity.

       

      “U.S.
        Administrative Agent’s Office”
means
        the U.S. Administrative Agent’s address and, as appropriate, account as set
        forth on Schedule
        10.02,
        or such
        other address or account as the U.S. administrative agent may from time to
        time
        notify the U.S. Borrower and the Lenders.

       

      “U.S.
        Borrower”
is
        defined in the preamble.

       

      “U.S.
        Collateral”
means
        all assets and property and interests therein upon which a Lien is granted
        to
        the U.S. Administrative Agent pursuant to any Loan Document that are or are
        required under the terms of the Loan Documents to be subject to Liens in
        favor
        of the U.S. Administrative Agent for the benefit of the Secured
        Parties.

       

      “U.S.
        Commitments”
means
        the Term B Loan Commitments and the U.S. Revolving Credit
        Commitments.

       

      “U.S.
        Commitment Fee”
has
        the
        meaning specified Section
        2.09(a).
        

       

      “U.S.
        Custodian”
has
        the
        meaning specified in Section
        9.01(e).

       

       

      “U.S.
        Dollar Equivalent”
means,
        on any Revaluation Date, relative to any amount (the “Original
        Amount”)
        expressed in Canadian Dollars, the amount expressed in Dollars which would
        be
        required to buy the Original Amount of Canadian Dollars using the noon spot
        rate
        exchange for Canadian interbank transactions applied in converting Dollars
        into
        Canadian Dollars determined by the Canadian Administrative Agent (or with
        respect to any Canadian Letter of Credit by the Canadian L/C Issuer) for
        such
        Revaluation Date.

       

       

      “U.S.
        Existing Letters of Credit”
means
        the Letters of Credit previously issued for the account of the U.S. Borrower
        or
        any Subsidiary of the U.S. Borrower described on Schedule
        1.01(b)
        of the
        Original Credit Agreement under the heading “Existing Letters of Credit under
        the U.S. Revolving Credit Facility”.

       

      “U.S.
        Facility”
means
        the Term B Facility, the U.S. Revolving Credit Facility, the U.S. Swing
        Line Sublimit or the U.S. Letter of Credit Sublimit, as the context may require.
        

       

      “U.S.
        fondé de pouvoir”
has
        the
        meaning specified in Section
        9.01(e).

       

      “U.S.
        L/C Issuer”
means
        Bank of America, N.A., in its capacity as issuer of U.S. Letters of Credit
        hereunder, or any successor issuer of U.S. Letters of Credit hereunder and
        solely with respect to the U.S. Existing Letters of Credit (and any amendment,
        renewal or extension thereof in accordance with this Agreement), Fleet National
        Bank. 

       

      “U.S.
        Lender”
is
        defined in the preamble or, solely for purposes of Section 10.15(b),
        as
        defined therein.

       

      “U.S.
        Letter of Credit”
means
        a
        Letter of Credit issued under the U.S. Revolving Credit Facility.

       

      “U.S
        Letter of Credit Sublimit”
means
        an amount equal to $60,000,000. The U.S Letter of Credit Sublimit is part
        of,
        and not in addition to, the U.S. Revolving Credit Facility.

       

      “U.S.
        Loan”
means
        a
        Term B Loan, a U.S. Revolving Credit Loan or a U.S. Swing Line
        Loan.

       

      “U.S.
        Loan Party”
means
        the U.S. Borrower, Holdings and each U.S. Subsidiary Guarantor.

       

      “U.S.
        Pledged Debt”
has
        the
        meaning specified in the U.S. Security Agreement.

       

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

       

      “U.S.
        Revolving Credit Commitment”
means,
        as to each U.S. Revolving Credit Lender, its obligation to (a) make U.S.
        Revolving Credit Loans to the U.S. Borrower pursuant to Section
        2.01(b),
        (b) purchase participations in L/C Obligations with respect to U.S. Letters
        of Credit, and (c) purchase participations in U.S. Swing Line Loans, in an
        aggregate principal amount at any one time outstanding not to exceed the
        amount
        set forth opposite such Lender’s name on Schedule
        2.01
        to the
        Original Credit Agreement under the caption “U.S. Revolving Credit Commitment”
or in the Assignment and Assumption pursuant to which such Lender becomes
        a
        party to the Original Credit Agreement or this Agreement, as applicable,
        as such
        amount may be adjusted from time to time in accordance with this Agreement.
        The
        aggregate Commitment of all U.S. Revolving Credit Lenders shall be $90,000,000
        on the Restatement Effective Date, as such amount may be adjusted from time
        to
        time in accordance with the terms of this Agreement including by the amount
        of
        the First Increased Revolving Credit Commitments on the Restatement Effective
        Date.

       

      “U.S.
        Revolving Credit Exposure”
means,
        with respect to any U.S. Revolving Lender at any time, the Outstanding Amount
        of
        such Lender’s U.S. Revolving Credit Loans plus such Lender’s Pro Rata Share of
        the Outstanding Amount of L/C Obligations with respect to U.S. Letters of
        Credit
        plus such Lender’s Pro Rata Share of the Outstanding Amount of U.S. Swing Line
        Loans.

       

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

       

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

       

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

       

      “U.S.
        Revolving Credit Note”
means
        a
        promissory note of the U.S. Borrower payable to any U.S. Revolving Credit
        Lender
        or its registered assigns, in substantially the form of Exhibit C-2
        to the
        Original Credit Agreement (with such modifications as the U.S. Administrative
        Agent may agree to from time to time), evidencing the aggregate indebtedness
        of
        the U.S. Borrower to such U.S. Revolving Credit Lender resulting from the
        U.S.
        Revolving Credit Loans made by such U.S. Revolving Credit Lender.

       

      “U.S.
        Security Agreement”
means,
        collectively, the U.S. Security Agreement executed by the U.S. Loan Parties,
        substantially in the form of Exhibit
        G-1
        to the
        Original Credit Agreement, together with each other security agreement
        supplement executed and delivered pursuant to Section
        6.12
        to the
        Original Credit Agreement. 

       

      “U.S.
        Subsidiary Guarantor”
means,
        collectively, the U.S. Subsidiaries of the U.S. Borrower that are
        Guarantors.

       

      “U.S.
        Subsidiary Guaranty”
means,
        collectively, the U.S. Subsidiary Guaranty, dated as of August 27, 2004,
        made by
        the U.S. Subsidiary Guarantors in favor of the U.S. Administrative Agent
        on
        behalf of the Lenders, together with each other guaranty and guaranty supplement
        delivered pursuant to Section
        6.12.
        

       

      “U.S.
        Supplemental Administrative Agent”
has
        the
        meaning specified Section
        9.13.
        

       

      “U.S.
        Swing Line Lender”
means
        UBS Loan Finance LLC in its capacity as provider of U.S. Swing Line Loans,
        or
        any successor swing line lender hereunder.

       

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

       

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

       

      “Weighted
        Average Life to Maturity”
means,
        when applied to any Indebtedness at any date, the number of years obtained
        by
        dividing: (i) the sum of the products obtained by multiplying (a) the
        amount of each then remaining installment, sinking fund, serial maturity
        or
        other required payments of principal, including payment at final maturity,
        in
        respect thereof, by (b) the number of years (calculated to the nearest
        one-twelfth) that will elapse between such date and the making of such payment;
        by (ii) the then outstanding principal amount of such
        Indebtedness.

       

      “wholly
        owned”
means,
        with respect to a Subsidiary of a Person, a Subsidiary of such Person all
        of the
        outstanding Equity Interests of which (other than (x) director’s qualifying
        shares and (y) shares issued to foreign nationals to the extent required
        by
        applicable law) are owned by such Person and/or by one or more wholly owned
        Subsidiaries of such Person.

       

      “Working
        Capital”
means,
        with respect to the U.S. Borrower and its Subsidiaries, at of any date, the
        excess of Consolidated Current Assets on such date over Consolidated Current
        Liabilities on such date.

       

      1.02  Other
        Interpretive Provisions

       

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

       

      (a)  The
        meanings of defined terms are equally applicable to the singular and plural
        forms of the defined terms.

       

      (b)  (i)
        The
        words “herein,”
        “hereto,”
        “hereof”
and
        “hereunder”
and
        words of similar import when used in any Loan Document shall refer to such
        Loan
        Document as a whole and not to any particular provision thereof.

       

      (ii) Article,
        Section, Exhibit and Schedule references are to the Loan Document in which
        such
        reference appears.

       

      (iii) The
        term
“including”
is
        by
        way of example and not limitation.

       

      (iv) The
        term
“documents”
        includes any and all instruments, documents, agreements, certificates, notices,
        reports, financial statements and other writings, however evidenced, whether
        in
        physical or electronic form.

       

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

       

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

       

      1.03  Accounting
        Terms

       

      .

       

      (a)  All
        accounting terms not specifically or completely defined herein shall be
        construed in conformity with, and all financial data (including financial
        ratios
        and other financial calculations) required to be submitted pursuant to this
        Agreement shall be prepared in conformity with, GAAP, as in effect from time
        to
        time, applied in a manner consistent with that used in preparing the Audited
        Financial Statements, except
        as
        otherwise specifically prescribed herein. All references herein to specified
        opinions, statements or pronouncements of the Financial Accounting Standards
        Board or any other accounting body will be deemed to include all opinions,
        statements or pronouncements replacing, amending or supplementing such specified
        opinions, statements or pronouncements.

       

      (b)  If
        at any
        time any change in GAAP would affect the computation of any financial ratio
        or
        requirement set forth in any Loan Document, and either the U.S. Borrower
        or the
        Required Lenders shall so request, the U.S. Administrative Agent and the
        U.S.
        Borrower shall negotiate in good faith to amend such ratio or requirement
        to
        preserve the original intent thereof in light of such change in GAAP (subject
        to
        the approval of the Required Lenders); provided
        that,
        until so amended, (i) such ratio or requirement shall continue to be computed
        in
        accordance with GAAP prior to such change therein and (ii) the U.S.
        Borrower shall provide to the U.S. Administrative Agent and the Lenders a
        written reconciliation in form and substance reasonably satisfactory to the
        U.S.
        Administrative Agent, between calculations of such ratio or requirement made
        before and after giving effect to such change in GAAP.

       

      1.04  Rounding

       

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

       

      1.05  References
        to Agreements and Laws

       

      .
        Unless
        otherwise expressly provided herein, (a) references to Organization Documents,
        agreements (including the Loan Documents) and other contractual instruments
        shall be deemed to include all subsequent amendments, restatements, extensions,
        supplements and other modifications thereto, but only to the extent that
        such
        amendments, restatements, extensions, supplements and other modifications
        are
        permitted by any Loan Document; and (b) references to any Law shall include
        all
        statutory and regulatory provisions consolidating, amending, replacing,
        supplementing or interpreting such Law.

       

      1.06  Times
        of Day

       

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

       

      1.07  Timing
        of Payment or Performance

       

      .
        When
        the payment of any obligation or the performance of any covenant, duty or
        obligation is stated to be due or performance required on a day which is
        not a
        Business Day, the date of such payment (other than as described in the
        definition of Interest Period) or performance shall extend to the immediately
        succeeding Business Day.

       

      1.08  Currency
        Equivalents Generally

       

      .
        Any
        amount specified in this Agreement (other than in Articles
        II,
        IX
        and
X)
        or any
        of the other Loan Documents to be in Dollars shall also include the equivalent
        of such amount in any currency other than Dollars, such equivalent amount
        to be
        determined at the rate of exchange quoted by UBS AG, Stamford Branch, at
        the
        close of business on the Business Day immediately preceding any date of
        determination thereof, to prime banks in New York, New York for the spot
        purchase in the New York foreign exchange market of such amount in Dollars
        with
        such other currency. Any amount of the Canadian Obligations with respect
        to
        Canadian Loans or Canadian Letters of Credit which are denominated in Canadian
        Dollars shall be converted to Dollars for purposes of determining compliance
        with this Agreement at the U.S. Dollar Equivalent thereof as of the most
        recent
        Revaluation Date. Unless otherwise specified herein, the amount of a Letter
        of
        Credit denominated in Canadian Dollars at any time shall be deemed to be
        the
        Dollar Equivalent of the stated amount of such Letter of Credit in effect
        at
        such time; provided,
        however,
        that
        with respect to any Letter of Credit that, by its terms or the terms of any
        agreement entered into with the L/C Issuer related thereto, provides for
        one or
        more automatic increases in the stated amount thereof, the amount of such
        Letter
        of Credit shall be deemed to be the Dollar Equivalent of the maximum stated
        amount of such Letter of Credit after giving effect to all such increases,
        whether or not such maximum stated amount is in effect at such
        time.

       

      1.09  Specified
        Transactions.

       

      Notwithstanding
        anything to the contrary herein, solely for purposes of determining the Holdings
        Consolidated Leverage Ratio, the Interest Coverage Ratio and the Leverage
        Ratio
        with respect to any period during which any Specified Transaction occurs,
        such
        ratios shall be calculated with respect to such period and such Specified
        Transaction (and all other Specified Transactions that have been consummated
        during such period) on a Pro Forma Basis.

       

      1.10  Effect
        of this Agreement on the Original Credit Agreement and the Other Loan
        Documents.

       

      Upon
        satisfaction of the conditions precedent to the effectiveness of this Agreement
        set forth in Section 4.01(a), this Agreement shall be binding on the Borrowers,
        the Agents, the Lenders and the other parties hereto and the provisions of
        the
        Original Credit Agreement shall be replaced by the provisions of this Agreement;
        provided,
        that
        (i) all Loans, Letters of Credit or other Credit Extensions outstanding under
        the Original Credit Agreement shall continue as Loans, Letters of Credit
        or
        other Credit Extensions, as applicable, under this Agreement (and, in the
        case
        of Eurodollar Loans, with the same Interest Periods as were applicable to
        such
        Eurodollar Loans immediately prior to the Restatement Effective Date), (ii)
        all
        amounts owing by the Borrowers under the Original Credit Agreement to any
        Person
        in respect of accrued and unpaid interest and fees on the Loans, Commitments
        and
        Letters of Credit shall continue to be due and owing on such Loans, Commitments
        and Letters of Credit under this Agreement and (iii) any Person entitled
        to the
        benefits of Article
        III
        or
Section
        10.05
        of the
        Original Credit Agreement shall continue to be entitled to the benefits of
        the
        corresponding provisions of this Agreement. Upon the effectiveness of this
        Agreement in accordance with Section 4.01(a), each Loan Document that was
        in
        effect immediately prior to the Restatement Effective Date shall continue
        to be
        effective and, unless the context otherwise requires, any reference to the
        Original Credit Agreement contained therein shall be deemed to refer to this
        Agreement and any reference to the Term Loans shall be deemed to refer to
        the
        Term B Loans.

       

      


       

      ARTICLE
        II  

       

      THE
        COMMITMENTS AND CREDIT EXTENSIONS

       

      2.01  The
        Loans;
        Reallocation of Revolving Exposure

       

      . 

       

      (a)  The
        Term B Borrowings.
        On the
        Closing Date, the Term Loans (as defined in the Original Credit Agreement)
        were
        made to the U.S. Borrower. On the Amendment No. 1 Effective Date, such Term
        Loans were converted into Term B Loans pursuant to Amendment No. 1. Amounts
        borrowed under this Section
        2.01(a)
        and
        repaid or prepaid may not be re-borrowed. Term B Loans may be Base Rate Loans
        or
        Eurodollar Rate Loans, as further provided herein.

       

      (b)  The
        Revolving Credit Borrowings.
        Subject
        to the terms and conditions set forth herein, (i) each U.S. Revolving
        Credit Lender severally agrees to make loans denominated in Dollars (each
        such
        loan, a “U.S.
        Revolving Credit Loan”)
        to the
        U.S. Borrower from time to time, on any Business Day until the Maturity Date,
        in
        an aggregate amount not to exceed at any time outstanding the amount of such
        Lender’s U.S. Revolving Credit Commitment; provided,
        however,
        that
        after giving effect to any Revolving Credit Borrowing, the U.S. Revolving
        Credit
        Exposure of each U.S. Lender, shall not exceed such Lender’s U.S. Revolving
        Credit Commitment, and (ii) each Canadian Lender severally agrees that it
        will make loans denominated in U.S. Dollars or Canadian Dollars or accept
        Canadian BAs (relative to such Lender, its “Canadian
        Loans”)
        to any
        Canadian Borrower from time to time, on any Business Day prior to the Maturity
        Date; provided,
        however,
        that
        after giving effect to any Canadian Borrowing, the Canadian Exposure of each
        Canadian Lender, shall not exceed such Canadian Lender’s Canadian Credit
        Commitment. Within the limits of the applicable Revolving Credit Commitments,
        and subject to the other terms and conditions hereof, the Borrowers may borrow
        under this Section
        2.01(a),
        prepay
        (except in the case of Canadian BAs) under Section
        2.05,
        and
        re-borrow under this Section
        2.01(b).
        U.S.
        Revolving Credit Loans shall be Base Rate Loans or Eurodollar Rate Loans
        and
        Canadian Loans shall be Base Rate Loans, Eurodollar Rate Loans (with respect
        to
        Dollar denominated Canadian Loans only) or Canadian BA Rate Loans. 

       

      (c)  Reallocation
        of Revolving Exposure on Restatement Effective Date.
        On the
        Restatement Effective Date, each of the Lenders having a U.S. Revolving Credit
        Commitment prior to the Restatement Effective Date (the “Pre-First
        Revolving Credit Commitment Increase Lender”)
        shall
        assign to each First Revolving Credit Commitment Increase Lender, and each
        such
        First Revolving Credit Commitment Increase Lender shall purchase from each
        Pre-First Revolving Credit Commitment Increase Lender, at the principal amount
        thereof, such interests in the U.S. Revolving Loans and participation interests
        in U.S. L/C Obligations and U.S. Swing Line Loans outstanding on the Restatement
        Effective Date as shall be necessary in order that, after giving effect to
        all
        such assignments and purchases, such U.S. Revolving Loans and participation
        interests in U.S. L/C Obligations and U.S. Swing Line Loans will be held
        by
        Pre-First Revolving Credit Commitment Lenders and First Revolving Credit
        Commitment Increase Lenders ratably in accordance with their U.S. Revolving
        Credit Commitments after giving effect to the First Increased Revolving Credit
        Commitments. The payment of accrued interest on the first Interest Payment
        Date
        after the Restatement Effective Date to the U.S. Revolving Credit Lenders
        and
        the payment of the U.S. Commitment Fee and Letter of Credit fee for each
        U.S.
        Letter of Credit to the U.S. Revolving Credit Lenders on the first payment
        date
        after the Restatement Effective Date shall be made after giving effect to
        the
        purchase made on the Restatement Effective Date set forth in the prior
        sentence.

       

      2.02  Borrowings,
        Conversions and Continuations of Loans

       

      .

       

      (a)  Each
        Revolving Credit Borrowing, each conversion of Term B Loans or Revolving
        Credit Loans from one Type to the other, and each continuation of Eurodollar
        Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to
        the applicable Administrative Agent, which may be given by telephone. Each
        such
        notice must be received by the applicable Administrative Agent not later
        than
        12:30 p.m. (New York City time) (i) three (3) Business Days prior to the
        requested date of any Borrowing of or continuation of Eurodollar Rate Loans
        or
        any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) one
        (1) Business Day before the requested date of any Borrowing of Base Rate
        Loans.
        Each telephonic notice by the applicable Borrower pursuant to this Section
        2.02(a)
        must be
        confirmed promptly by delivery to the applicable Administrative Agent of
        a
        written Committed Loan Notice, appropriately completed and signed by a
        Responsible Officer of the applicable Borrower. Each Borrowing of, conversion
        to
        or continuation of Eurodollar Rate Loans shall be in a principal amount of
        $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as
        provided in Sections 2.03(c)
        and
2.04(c),
        each
        Borrowing of or conversion to Base Rate Loans shall be in a principal amount
        of
        $500,000 or a whole multiple of $100,000 in excess thereof (or in the case
        of
        Canadian Loans denominated in Canadian Dollars, Cdn$500,000 or a whole multiple
        of Cdn$100,000 in excess thereof). Each Committed Loan Notice (whether
        telephonic or written) shall specify the Borrower requesting such Borrowing,
        conversion or continuation and (i) whether such Borrower is requesting a
        U.S.
        Revolving Credit Borrowing, a Canadian Loan, a conversion of Term B Loans,
        U.S. Revolving Credit Loans or Canadian Loans from one Type to the other,
        or a
        continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing,
        conversion or continuation, as the case may be (which shall be a Business
        Day),
        (iii) the principal amount of Loans to be borrowed, converted or continued
        (and in the case of any Canadian Loan, the currency thereof), (iv) the Type
        of Loans to be borrowed or to which existing Term B Loans, U.S. Revolving
        Credit Loans or Canadian Loans are to be converted, (v) if applicable, the
        duration of the Interest Period with respect thereto (which shall be a period
        permitted by the definition of “Interest Period”), (vi) the location and
        number of the applicable Borrower’s account to which funds are to be disbursed
        and (vii) that the conditions specified in clauses
        (a)
        through
(c)
        of
Section
        4.02
        have
        been satisfied as of the date of such notice. If the applicable Borrower
        fails
        to specify a Type of Loan in a Committed Loan Notice or if the applicable
        Borrower fails to give a timely notice requesting a conversion or continuation,
        then the applicable Term B Loans, U.S. Revolving Credit Loans or Canadian
        Loans shall be made as, or converted to, Base Rate Loans. Any such automatic
        conversion to Base Rate Loans shall be effective as of the last day of the
        Interest Period then in effect with respect to the applicable Eurodollar
        Rate
        Loans or Canadian BA Rate Loans. If a Borrower requests a Borrowing of,
        conversion to, or continuation of Eurodollar Rate Loans in any such Committed
        Loan Notice, but fails to specify an Interest Period, it will be deemed to
        have
        specified an Interest Period of one (1) month. If a Canadian Borrower requests
        a
        Borrowing of, conversion to, or continuation of Canadian BA Rate Loans in
        any
        such Committed Notice, but fails to specify an Interest Period, it will be
        deemed to have specified an Interest Period of thirty (30) days.

       

      (b)  Following
        receipt of a Committed Loan Notice, the applicable Administrative Agent shall
        promptly notify each applicable Lender of the amount of its Pro Rata Share
        of
        the U.S. Revolving Credit Loans or Canadian Loans to be made, and if no timely
        notice of a conversion or continuation is provided by the applicable Borrower,
        the applicable Administrative Agent shall notify each applicable Lender of
        the
        details of any automatic conversion to Base Rate Loans described in Section
        2.02(a).
        In the
        case of a Revolving Credit Borrowing, each applicable Lender shall make the
        amount of its Loan available to the applicable Administrative Agent in
        immediately available funds at the applicable Administrative Agent’s Office not
        later than 1:00 p.m. (New York City time) on the Business Day specified in
        the
        applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
        set forth in Section 4.02,
        the
        applicable Administrative Agent shall make all funds so received available
        to
        the applicable Borrower in like funds as received by the applicable
        Administrative Agent either by (i) crediting the account of the applicable
        Borrower on the books of the applicable Administrative Agent with the amount
        of
        such funds or (ii) wire transfer of such funds, in each case in accordance
        with
        instructions provided to (and reasonably acceptable to) the applicable
        Administrative Agent by the applicable Borrower in the Committed Loan Notice;
        provided,
        however,
        that
        if, on the date the Committed Loan Notice with respect to such Borrowing
        is
        given by the applicable Borrower, there are Swing Line Loans or L/C Borrowings
        outstanding, then the proceeds of such Borrowing shall be applied, first,
        to the
        payment in full of any such L/C Borrowings of such Borrower, second,
        to the
        payment in full of any such Swing Line Loans of such Borrower, and third,
        to the
        applicable Borrower as provided above.

       

      (c)  Except
        as
        otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
        only on the last day of an Interest Period for such Eurodollar Rate Loan
        unless
        the applicable Borrower pays the amount due under Section 3.05
        in
        connection therewith. During the existence of an Event of Default, no Loans
        may
        be requested as, converted to or continued as Eurodollar Rate Loans without
        the
        consent of the Requisite Class Lenders.

       

      (d)  The
        applicable Administrative Agent shall promptly notify the applicable Borrower
        and the applicable Lenders of the interest rate applicable to any Interest
        Period for Eurodollar Rate Loans upon determination of such interest rate.
        The
        determination of the Eurodollar Rate by the applicable Administrative Agent
        shall be conclusive in the absence of manifest error. At any time that Base
        Rate
        Loans are outstanding, the applicable Administrative Agent shall notify the
        applicable Borrower and the applicable Lenders of any change in the applicable
        Administrative Agent’s corporate base rate (or other reference rate) used in
        determining the Base Rate promptly following the public announcement of such
        change.

       

      (e)  After
        giving effect to all Revolving Credit Borrowings, all conversions of Term
        B
        Loans or Revolving Credit Loans from one Type to the other, and all
        continuations of Term B Loans or Revolving Credit Loans as the same Type,
        there
        shall not be more than fifteen (15) Interest Periods in effect.

       

      (f)  The
        failure of any Lender to make the Loan 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 Loan on the date of such Borrowing, but no Lender shall be responsible
        for
        the failure of any other Lender to make the Loan to be made by such other
        Lender
        on the date of any Borrowing.

       

      (g)  If
        a
        Canadian Borrower has, by delivery of a Committed Loan Notice to the Canadian
        Administrative Agent in accordance with this Section
        2.02,
        requested the Canadian Lenders to accept its drafts to replace all or a portion
        of an outstanding Canadian Loan, then each Canadian Lender shall, on the
        date of
        conversion or continuation, as applicable, and concurrent with the payment
        by
        such Canadian Borrower to the Canadian Administrative Agent on behalf of
        the
        Canadian Lenders of an amount equal to the difference between the principal
        or
        face amount of such outstanding Canadian Loan or the portion thereof which
        is
        being converted or continued and the aggregate Notional BA Proceeds with
        respect
        to the drafts to be accepted by the Canadian Lenders, accept the Canadian
        Borrower’s draft or drafts having an aggregate face amount equal to its Pro Rata
        Share of the aggregate principal or face amount of such Canadian Loan or
        the
        portion thereof which is being converted or continued, such acceptance to
        be in
        accordance with Section
        2.16.

       

      (h)  If
        a
        Canadian Borrower has, by giving notice to the Canadian Administrative Agent
        in
        accordance with this Section
        2.02,
        requested a Canadian Lender to convert all or a portion of outstanding maturing
        Canadian BAs into a Canadian Prime Rate Loan, such Canadian Lender shall,
        upon
        the end of the current Interest Period with respect to such Canadian BAs
        and the
        payment by such Canadian Lender to the holders of such Canadian BAs of the
        aggregate face amount thereof, be deemed to have made to such Canadian Borrower
        the Canadian Prime Rate Loan into which the matured Canadian BAs or a portion
        thereof are converted in the aggregate principal amount equal to its Pro
        Rata
        Share of the aggregate face amount of the matured Canadian BAs or the portion
        thereof which are being converted.

       

      2.03  Letters
        of Credit

       

      . 

       

      (a)  The
        Letter of Credit Commitment.
        

       

      (i)  Subject
        to the terms and conditions set forth herein, (A) the U.S. L/C Issuer agrees,
        in
        reliance upon the agreements of the other U.S. Revolving Credit Lenders set
        forth in this Section
        2.03,
        (1)
        from time to time on any Business Day during the period from the Closing
        Date
        until the Letter of Credit Expiration Date, to issue U.S. Letters of Credit
        denominated in Dollars for the account of the U.S. Borrower (or any Subsidiary,
        subject to clause (G)
        of
Section 2.03(b)(i))
        and to
        amend or renew U.S. Letters of Credit previously issued by it, in accordance
        with Section
        2.03(b),
        and (2)
        to honor drafts under the U.S. Letters of Credit; (B) the U.S. Revolving
        Credit
        Lenders severally agree to participate in U.S. Letters of Credit issued for
        the
        account of the U.S. Borrower; provided
        that the
        U.S. L/C Issuer shall not be obligated to make any L/C Credit Extension with
        respect to any U.S. Letter of Credit, and no Lender shall be obligated to
        participate in any U.S. Letter of Credit if as of the date of such L/C Credit
        Extension, (x) the aggregate U.S. Revolving Credit Exposure of any U.S.
        Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit
        Commitment, or (y) the Outstanding Amount of the L/C Obligations with respect
        to
        U.S. Letters of Credit would exceed the U.S. Letter of Credit Sublimit; (C)
        the
        Canadian L/C Issuer agrees, in reliance upon the agreements of the other
        Canadian Lenders set forth in this Section
        2.03,
        (1)
        from time to time on any Business Day during the period from the Closing
        Date
        until the Letter of Credit Expiration Date, to issue Canadian Letters of
        Credit
        denominated in Dollars or Canadian Dollars for the account of any Canadian
        Borrower and to amend or renew Canadian Letters of Credit previously issued
        by
        it, in accordance with Section
        2.03(b),
        and (2)
        to honor drafts under the Canadian Letters of Credit; and (D) the Canadian
        Lenders severally agree to participate in Canadian Letters of Credit issued
        for
        the account of the Canadian Borrowers; provided
        that the
        Canadian L/C Issuer shall not be obligated to make any L/C Credit Extension
        with
        respect to any Canadian Letter of Credit, and no Lender shall be obligated
        to
        participate in any Canadian Letter of Credit if as of the date of such L/C
        Credit Extension, the aggregate Canadian Exposure of any Lender would exceed
        such Lender’s Canadian Credit Commitment. Within the foregoing limits, and
        subject to the terms and conditions hereof, the Borrowers’ ability to obtain
        Letters of Credit shall be fully revolving, and accordingly the Borrowers
        may,
        during the foregoing period, obtain Letters of Credit to replace Letters
        of
        Credit that have expired or that have been drawn upon and reimbursed. Each
        of
        the Existing Letters of Credit shall be deemed to be a U.S. Letter of Credit
        issued hereunder for all purposes of the Loan Documents and from and after
        the
        Closing Date shall be subject to and governed by the terms and conditions
        hereof.

       

      (ii)  No
        L/C
        Issuer shall be under any obligation to issue any Letter of Credit
        if:

       

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

       

      (B) subject
        to Section
        2.03(b)(iii),
        the
        expiry date of such requested Letter of Credit would occur more than twelve
        months after the date of issuance or last renewal, unless the applicable
        Requisite Class Lenders and such L/C Issuer have approved such expiry
        date;

       

      (C) the
        expiry date of such requested Letter of Credit would occur after the Letter
        of
        Credit Expiration Date, unless all the Revolving Credit Lenders and such
        L/C
        Issuer have approved such expiry date;

       

      (D) the
        issuance of such Letter of Credit would violate one or more policies of such
        L/C
        Issuer; or

       

      (E) such
        Letter of Credit is in an initial amount less than $250 (or, in the case
        of any
        Canadian Letter of Credit denominated in Canadian Dollars, Cdn$250), in the
        case
        of a commercial Letter of Credit, or $250 (or, in the case of any Canadian
        Letter of Credit denominated in Canadian Dollars, Cdn$250), in the case of
        a
        standby Letter of Credit, or is to be denominated in a currency other than
        Dollars (with respect to U.S. Letter of Credit) or Dollars or Canadian Dollars
        (with respect to any Canadian Letter of Credit).

       

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

       

      (b)  Procedures
        for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of
        Credit.
        

       

      (i)  Each
        Letter of Credit shall be issued or amended, as the case may be, upon the
        request of the applicable Borrower delivered to the applicable L/C Issuer
        (with
        a copy to the applicable Administrative Agent) in the form of a Letter of
        Credit
        Application, appropriately completed and signed by a Responsible Officer
        of such
        Borrower. Such Letter of Credit Application must be received by the applicable
        L/C Issuer and the applicable Administrative Agent not later than 12:30 p.m.
        (New York City time) at least two (2) Business Days (or such later date and
        time
        as such L/C Issuer may agree in a particular instance in its sole discretion)
        prior to the proposed issuance date or date of amendment, as the case may
        be. In
        the case of a request for an initial issuance of a Letter of Credit, such
        Letter
        of Credit Application shall specify in form and detail reasonably satisfactory
        to the applicable L/C Issuer: (A) the proposed issuance date of the requested
        Letter of Credit (which shall be a Business Day); (B) the amount thereof;
        (C)
        the expiry date thereof (which shall not be later than the Letter of Credit
        Expiration Date); (D) the name and address of the beneficiary thereof; (E)
        the
        documents to be presented by such beneficiary in case of any drawing thereunder;
        (F) the full text of any certificate to be presented by such beneficiary
        in case
        of any drawing thereunder; (G) whether such Letter of Credit is to be issued
        for
        its own account or for the account of one of its Subsidiaries; provided
        that the
        U.S. Borrower shall be liable with respect to each Letter of Credit issued
        for
        the account of a Subsidiary; (H) in the case of any Canadian Letter of
        Credit, whether such Letter of Credit is to be denominated in Dollars or
        Canadian Dollars; and (I) such other matters as the applicable L/C Issuer
        may
        reasonably request. In the case of a request for an amendment of any outstanding
        Letter of Credit, such Letter of Credit Application shall specify in form
        and
        detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter
        of
        Credit to be amended; (B) the proposed date of amendment thereof (which shall
        be
        a Business Day); (C) the nature of the proposed amendment; and (D) such other
        matters as the applicable L/C Issuer may reasonably request. If requested
        by the
        applicable L/C Issuer, the applicable Borrower shall also submit a letter
        of
        credit application on the applicable L/C Issuer’s standard form in connection
        with any request for the issuance or amendment of a Letter of
        Credit.

       

      (ii)  Promptly
        after receipt of any Letter of Credit Application, the applicable L/C Issuer
        will confirm with the applicable Administrative Agent (by telephone or in
        writing) that such Administrative Agent has received a copy of such Letter
        of
        Credit Application from the applicable Borrower and, if not, the applicable
        L/C
        Issuer will provide such Administrative Agent with a copy thereof. Upon receipt
        by the applicable L/C Issuer of confirmation from the applicable Administrative
        Agent that the requested issuance or amendment is permitted in accordance
        with
        the terms hereof, then, subject to the terms and conditions hereof, the
        applicable L/C Issuer shall, on the requested date, issue a Letter of Credit
        for
        the account of the applicable Borrower or enter into the applicable amendment,
        as the case may be. Immediately upon the issuance of each U.S. Letter of
        Credit,
        each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably
        and
        unconditionally agrees to, purchase from the U.S. L/C Issuer a risk
        participation in such Letter of Credit in an amount equal to the product
        of such
        Lender’s Pro Rata Share times
        the
        amount of such U.S. Letter of Credit and immediately upon the issuance of
        each
        Canadian Letter of Credit, each Canadian Lender shall be deemed to, and hereby
        irrevocably and unconditionally agrees to, purchase from the Canadian L/C
        Issuer, a risk participation in such Letter of Credit in an amount equal
        to the
        product of such Lender’s Pro Rata Share times
        the
        amount of such Canadian Letter of Credit.

       

      (iii)  If
        a
        Borrower so requests in any applicable Letter of Credit Application, the
        applicable L/C Issuer may, in its sole and absolute discretion, agree to
        issue a
        Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal
        Letter of Credit”);
        provided
        that any
        such Auto-Renewal Letter of Credit must permit such L/C Issuer to prevent
        any
        such renewal at least once in each twelve-month period (commencing with the
        date
        of issuance of such Letter of Credit) by giving prior notice to the beneficiary
        thereof not later than a day (the “Nonrenewal
        Notice Date”)
        in
        each such twelve-month period to be agreed upon at the time such Letter of
        Credit is issued. Unless otherwise directed by the applicable L/C Issuer,
        the
        applicable Borrower shall not be required to make a specific request to the
        applicable L/C Issuer for any such renewal. Once an Auto-Renewal Letter of
        Credit has been issued, the applicable Lenders shall be deemed to have
        authorized (but may not require) the applicable L/C Issuer to permit the
        renewal
        of such Letter of Credit at any time to an expiry date not later than the
        earlier of (x) one year from the date of such renewal and (y) the Letter
        of
        Credit Expiration Date; provided,
        however,
        that no
        L/C Issuer shall permit any such renewal if (A) such L/C Issuer has
        determined that it would have no obligation at such time to issue such Letter
        of
        Credit in its renewed form under the terms hereof (by reason of the provisions
        of Section
        2.03(a)(ii)
        or
        otherwise), or (B) it has received notice (which may be by telephone or in
        writing) on or before the day that is five (5) Business Days before the
        Nonrenewal Notice Date (1) from any Administrative Agent that the Required
        Lenders have elected not to permit such renewal or (2) from any
        Administrative Agent, any Lender or any Borrower that one or more of the
        applicable conditions specified in Section
        4.02
        are not
        then satisfied.

       

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

       

      (c)  Drawings
        and Reimbursements; Funding of Participations.
        

       

      (i)  Upon
        receipt from the beneficiary of any Letter of Credit of any notice of a drawing
        under such Letter of Credit, the applicable L/C Issuer shall notify the U.S.
        Borrower and the applicable Administrative Agent thereof. In the case of
        a
        Letter of Credit denominated in Canadian Dollars (other than the Canadian
        Existing Letter of Credit, which unless the Canadian L/C Issuer otherwise
        specified, shall be reimbursed by the U.S. Borrower in Dollars based on the
        Dollar Equivalent), the applicable Borrower shall reimburse the Canadian
        L/C
        Issuer in Canadian Dollars, unless (A) the Canadian L/C Issuer (at its option)
        shall have specified in such notice that it will require reimbursement in
        Dollars, or (B) in the absence of any such requirement for reimbursement
        in
        Dollars, the applicable Borrower shall have notified the Canadian L/C Issuer
        promptly following receipt of the notice of drawing that such Borrower will
        reimburse the Canadian L/C Issuer in Dollars. In the case of any such
        reimbursement in Dollars of a drawing under a Canadian Letter of Credit
        denominated in Canadian Dollars, the Canadian L/C Issuer shall notify the
        applicable Canadian Borrower (or the U.S. Borrower with respect to the Canadian
        Existing Letter of Credit) of the Dollar Equivalent of the amount of the
        drawing
        promptly following the determination thereof. Not later than 11:00 a.m. (New
        York City time) on the date of any payment by the applicable L/C Issuer under
        a
        Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the
        date
        of any payment by such L/C Issuer under a Letter of Credit to be reimbursed
        in
        Canadian Dollars (each such date, an “Honor
        Date”),
        the
        applicable Borrower shall reimburse the applicable L/C Issuer through the
        applicable Administrative Agent in an amount equal to the amount of such
        drawing
        and in the applicable currency. If the applicable Borrower fails to so reimburse
        such L/C Issuer by such time, such Administrative Agent shall promptly notify
        each applicable Lenders of the Honor Date, the amount of the unreimbursed
        drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof
        in
        the case of a Letter of Credit denominated in Canadian Dollars) (the
“Unreimbursed
        Amount”),
        and
        the amount of such Lender’s Pro Rata Share thereof. In such event, the
        applicable Borrower shall be deemed to have requested a Committed Borrowing
        of
        Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
        Unreimbursed Amount, without regard to the minimum and multiples specified
        in
Section
        2.02
        for the
        principal amount of Base Rate Loans, but subject to the amount of the unutilized
        portion of the applicable Revolving Credit Commitments and the conditions
        set
        forth in Section
        4.02
        (other
        than the delivery of a Committed Loan Notice). Any notice given by an L/C
        Issuer
        or Administrative Agent pursuant to this Section
        2.03(c)(i)
        may be
        given by telephone if immediately confirmed in writing; provided that the
        lack
        of such an immediate confirmation shall not affect the conclusiveness or
        binding
        effect of such notice.

       

      (ii)  Each
        U.S.
        Revolving Credit Lender (including the Lender acting as U.S. L/C Issuer)
        shall
        upon any notice pursuant to Section
        2.03(c)(i)
        make
        funds available to the U.S. Administrative Agent for the account of the U.S.
        L/C
        Issuer at the U.S. Administrative Agent’s Office in an amount equal to its Pro
        Rata Share of the Unreimbursed Amount with respect to any U.S. Letter of
        Credit
        not later than 2:00 p.m. (New York City time) on the Business Day on which
        such
        notice is provided (or, if such Lender has received such notice later than
        12:00
        noon (New York City time) on any day, no later than 11:00 a.m. (New York
        City
        time) on the immediately following Business Day), whereupon, subject to the
        provisions of Section
        2.03(c)(iii),
        each
        U.S. Revolving Credit Lender that so makes funds available shall be deemed
        to
        have made a Base Rate Loan to the U.S. Borrower in such amount. Each Canadian
        Lender (including the Canadian Lender acting as Canadian L/C Issuer) shall
        upon
        any notice pursuant to Section
        2.03(c)(i)
        make
        funds in the applicable currency (which, in the case of the Canadian Existing
        Letter of Credit, unless otherwise specified by the Canadian L/C Issuer,
        shall
        be Dollars based on the Dollar Equivalent thereof) available to the Canadian
        Administrative Agent for the account of the Canadian L/C Issuer at the Canadian
        Administrative Agent’s Office in an amount equal to its Pro Rata Share of the
        Unreimbursed Amount with respect to any Canadian Letter of Credit not later
        than
        2:00 p.m. (New York City time) on the Business Day on which such notice is
        provided (or, if such Lender has received such notice later than 12:00 noon
        (New
        York City time) on any day, no later than 11:00 a.m. (New York City time)
        on the
        immediately following Business Day), whereupon, subject to the provisions
        of
Section
        2.03(c)(iii),
        each
        Canadian Lender that so makes funds available shall be deemed to have made
        a
        Base Rate Loan in the applicable currency to the applicable Canadian Borrower
        in
        such amount. The applicable Administrative Agent shall remit the funds so
        received to the applicable L/C Issuer.

       

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

       

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

       

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

       

      (vi)  If
        any
        Lender fails to make available to the applicable Administrative Agent for
        the
        account of the applicable L/C Issuer any amount required to be paid by such
        Lender pursuant to the foregoing provisions of this Section
        2.03(c)
        by the
        time specified in Section
        2.03(c)(ii),
        the
        applicable L/C Issuer shall be entitled to recover from such Lender (acting
        through the applicable Administrative Agent), on demand, such amount with
        interest thereon for the period from the date such payment is required to
        the
        date on which such payment is immediately available to such L/C Issuer at
        a rate
        per annum equal to the Federal Funds Rate (or with respect to any Canadian
        Letter of Credit denominated in Canadian Dollars, the Canadian Prime Rate)
        from
        time to time in effect or, if greater, a rate determined by the applicable
        Administrative Agent in accordance with banking industry rules on interbank
        compensation. A certificate of any L/C Issuer submitted to any Lender (through
        the applicable Administrative Agent) with respect to any amounts owing under
        this Section
        2.03(c)(vi)
        shall be
        conclusive absent manifest error.

       

      (d)  Repayment
        of Participations.

       

      (i)  If,
        at
        any time after an L/C Issuer has made a payment under any Letter of Credit
        and
        has received from any Lender such Lender’s L/C Advance in respect of such
        payment in accordance with Section
        2.03(c),
        the
        applicable Administrative Agent receives for the account of such L/C Issuer
        any
        payment in respect of the related Unreimbursed Amount or interest thereon
        (whether directly from the applicable Borrower or otherwise, including proceeds
        of Cash Collateral applied thereto by such Administrative Agent), such
        Administrative Agent will distribute to such Lender its Pro Rata Share thereof
        (appropriately adjusted, in the case of interest payments, to reflect the
        period
        of time during which such Lender’s L/C Advance was outstanding) in the same
        funds as those received by such Administrative Agent.

       

      (ii)  If
        any
        payment received by an Administrative Agent for the account of any L/C Issuer
        pursuant to Section
        2.03(c)(i)
        is
        required to be returned under any of the circumstances described in Section
        10.06
        (including pursuant to any settlement entered into by such L/C Issuer in
        its
        discretion), each U.S. Revolving Credit Lender (with respect to any U.S.
        Letter
        of Credit) or each Canadian Lender (with respect to any Canadian Letter of
        Credit) shall pay to the applicable Administrative Agent for the account
        of such
        L/C Issuer its Pro Rata Share thereof on demand of the applicable Administrative
        Agent, plus interest thereon from the date of such demand to the date such
        amount is returned by such Lender, at a rate per annum equal to the Federal
        Funds Rate (or with respect to any Canadian Letter of Credit denominated
        in
        Canadian Dollars, the Canadian Prime Rate) from time to time in effect or,
        if
        greater, a rate determined by the applicable Administrative Agent in accordance
        with banking industry rules on interbank compensation.

       

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

       

      (i)  any
        lack
        of validity or enforceability of such Letter of Credit, this Agreement, or
        any
        other agreement or instrument relating thereto;

       

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

       

      (iii)  any
        draft, demand, certificate or other document presented under such Letter
        of
        Credit proving to be forged, fraudulent, invalid or insufficient in any respect
        or any statement therein being untrue or inaccurate in any respect; or any
        loss
        or delay in the transmission or otherwise of any document required in order
        to
        make a drawing under such Letter of Credit;

       

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

       

      (v)  any
        exchange, release or nonperfection of any Collateral, or any release or
        amendment or waiver of or consent to departure from the Guaranty or any other
        guarantee, for all or any of the Obligations of such Borrower in respect
        of such
        Letter of Credit; or

       

      (vi)  any
        other
        circumstance or happening whatsoever, whether or not similar to any of the
        foregoing, including any other circumstance that might otherwise constitute
        a
        defense available to, or a discharge of, such Borrower.

       

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

       

      (f)  Role
        of L/C Issuers.
        Each
        Lender and each Borrower agree that, in paying any drawing under a Letter
        of
        Credit, no L/C Issuer shall have any responsibility to obtain any document
        (other than any sight draft, certificates and documents expressly required
        by
        the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
        of any such document or the authority of the Person executing or delivering
        any
        such document. No L/C Issuer, any Agent-Related Person nor any of the respective
        correspondents, participants or assignees of such L/C Issuer shall be liable
        to
        any Lender for (i) any action taken or omitted in connection herewith at
        the
        request or with the approval of the Lenders or the Required Lenders, as
        applicable; (ii) any action taken or omitted in the absence of gross negligence
        or willful misconduct; or (iii) the due execution, effectiveness, validity
        or
        enforceability of any document or instrument related to any Letter of Credit
        or
        Letter of Credit Application. Each Borrower hereby assumes all risks of the
        acts
        or omissions of any beneficiary or transferee with respect to its use of
        any
        Letter of Credit; provided,
        however,
        that
        this assumption is not intended to, and shall not, preclude a Borrower’s
        pursuing such rights and remedies as it may have against the beneficiary
        or
        transferee at law or under any other agreement. No L/C Issuer, any Agent-Related
        Person, nor any of the respective correspondents, participants or assignees
        of
        such L/C Issuer, shall be liable or responsible for any of the matters described
        in clauses
        (i)
        through
(v)
        of
Section
        2.03(e);
        provided,
        however,
        that
        anything in such clauses to the contrary notwithstanding, a Borrower may
        have a
        claim against an L/C Issuer, and an L/C Issuer may be liable to a Borrower,
        to
        the extent, but only to the extent, of any direct, as opposed to consequential
        or exemplary, damages suffered by such Borrower which such Borrower proves
        were
        caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C
        Issuer’s willful or grossly negligent failure to pay under any Letter of Credit
        after the presentation to it by the beneficiary of a sight draft and
        certificate(s) strictly complying with the terms and conditions of a Letter
        of
        Credit. In furtherance and not in limitation of the foregoing, any L/C Issuer
        may accept documents that appear on their face to be in order, without
        responsibility for further investigation, regardless of any notice or
        information to the contrary, and no L/C Issuer shall be responsible for the
        validity or sufficiency of any instrument transferring or assigning or
        purporting to transfer or assign a Letter of Credit or the rights or benefits
        thereunder or proceeds thereof, in whole or in part, which may prove to be
        invalid or ineffective for any reason.

       

      (g)  Cash
        Collateral for L/C Obligations and Canadian BAs.
        (i)
        Upon the request of the applicable Administrative Agent, if an L/C Issuer
        has
        honored any full or partial drawing request under any Letter of Credit and
        such
        drawing has resulted in an L/C Borrowing and the conditions set forth in
        Section 4.02
        to a
        Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter
        of
        Credit Expiration Date, any Letter of Credit issued for any Borrower may
        for any
        reason remain outstanding and partially or wholly undrawn, or (iii) if any
        Borrower is required to Cash Collateralize L/C Obligations or Canadian BAs
        pursuant to Section
        8.02,
        such
        Borrower shall immediately Cash Collateralize the then Outstanding Amount
        of all
        of its L/C Obligations (in an amount equal to 100% of the Outstanding Amount
        of
        L/C Obligations with respect to Letters of Credit denominated in Dollars
        and
        105% of the Outstanding Amount of L/C Obligations denominated in Canadian
        Dollars determined as of the date of such L/C Borrowing or Letter of Credit
        Expiration Date) and the face amount of its Canadian BAs. The U.S. Borrower
        hereby grants to the U.S. Administrative Agent, for the benefit of the U.S.
        Lender and the U.S. Revolving Credit Lenders, and each Canadian Borrower
        hereby
        grants to the Canadian Administrative Agent, for the benefit of the Canadian
        L/C
        Issuer and each Canadian Lender, a security interest in any Cash Collateral
        Account established for such Obligations of such Borrower and in all cash,
        Cash
        Equivalents, deposits and balances and all proceeds of the foregoing. Cash
        Collateral shall be maintained in blocked deposit accounts at the applicable
        Administrative Agent’s Office and pending application or release as herein
        provided, shall be invested in Cash Equivalents (which, (i) in the case of
        L/C
        Obligations, shall be denominated in the same currency as the L/C Obligations
        with respect to which such Cash Collateral was deposited and (ii) in the
        case of
        Canadian BAs, shall be denominated in Canadian Dollars and shall be invested
        such that such Cash Equivalents shall mature in amounts sufficient to repay
        the
        face amount of the outstanding Canadian BAs at the scheduled maturity thereof)
        reasonably acceptable to the applicable Administrative Agent; provided
        that no
        Administrative Agent or L/C Issuer shall be liable to any Borrower for any
        investment losses suffered by any Borrower, including as a result of any
        sale of
        any such Cash Equivalents prior to the scheduled maturity thereof. If at
        any
        time an Administrative Agent determines that any funds held as Cash Collateral
        are subject to any right or claim of any Person other than such Administrative
        Agent or that the total amount of such funds in the applicable Cash Collateral
        Account is less than the aggregate Outstanding Amount of all L/C Obligations
        with respect to Letters of Credit issued under the applicable Revolving Credit
        Facility (or, in the case of L/C Obligations with respect to Canadian Letters
        of
        Credit denominated in Canadian Dollars, 105% of the Outstanding Amount thereof)
        and the face amount at maturity of all Canadian BAs of such Borrower, the
        applicable Borrower will, forthwith upon demand by such Administrative Agent,
        pay to such Administrative Agent, as additional funds to be deposited and
        held
        in the deposit accounts at such Administrative Agent’s Office as aforesaid, an
        amount equal to the excess of (a) such aggregate Outstanding Amount and
        face amount over (b) the total amount of funds, if any, then held as Cash
        Collateral for such Borrower’s L/C Obligations and the face amount of such
        Borrower’s Canadian BAs that such Administrative Agent determines to be free and
        clear of any such right and claim. Upon the drawing of any Letter of Credit
        and
        at the maturity of any Canadian BA for which funds are on deposit as Cash
        Collateral, such funds shall be applied, to the extent permitted under
        applicable law, to reimburse the applicable L/C Issuer or holder of a Canadian
        BA. To the extent the amount of any Cash Collateral exceeds the then Outstanding
        Amount of L/C Obligations and the face amount of Canadian BAs of a Borrower
        and
        so long as no Event of Default has occurred and is continuing, the excess
        shall
        be refunded to the applicable Borrower.

       

      (h)  Applicability
        of ISP98 and UCP.
        Unless
        otherwise expressly agreed by the applicable L/C Issuer and the applicable
        Borrower when a Letter of Credit is issued (including any such agreement
        applicable to an Existing Letter of Credit), (i) the rules of the “International
        Standby Practices 1998” published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
        issuance) shall apply to each standby Letter of Credit, and (ii) the rules
        of
        the Uniform Customs and Practice for Documentary Credits, as most recently
        published by the International Chamber of Commerce (the “ICC”)
        at the
        time of issuance shall apply to each commercial Letter of Credit.

       

      (i)  Letter
        of Credit Fees.
        The
        U.S. Borrower shall pay to the U.S. Administrative Agent for the account
        of each
        U.S. Revolving Credit Lender in accordance with its Pro Rata Share a Letter
        of
        Credit fee for each U.S. Letter of Credit equal to the Applicable Rate
times
        the
        daily maximum amount then available to be drawn under such Letter of Credit
        (whether or not such maximum amount is then in effect under such Letter of
        Credit if such maximum amount increases periodically pursuant to the terms
        of
        such Letter of Credit) and the Canadian Borrowers shall pay to the Canadian
        Administrative Agent for the account of each Canadian Lender in accordance
        with
        its Pro Rata Share a Letter of Credit fee for each Canadian Letter of Credit
        equal to the Applicable Rate times
        the
        daily maximum amount then available to be drawn under each such Letter of
        Credit
        (whether or not such maximum amount is then in effect under such Letter of
        Credit if such maximum amount increases periodically pursuant to the terms
        of
        such Letter of Credit). Such letter of credit fees shall be computed on a
        quarterly basis in arrears. Such letter of credit fees shall be due and payable
        on the first Business Day after the end of each March, June, September and
        December, commencing with the first such date to occur after the issuance
        of
        such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
        on
        demand. If there is any change in the Applicable Rate during any quarter,
        the
        daily maximum amount of each Letter of Credit shall be computed and multiplied
        by the Applicable Rate separately for each period during such quarter that
        such
        Applicable Rate was in effect.

       

      (j)  Fronting
        Fee and Documentary and Processing Charges Payable to L/C
        Issuers.
        The
        U.S. Borrower shall pay directly to the U.S. L/C Issuer for its own account
        a
        fronting fee with respect to each U.S. Letter of Credit, which shall accrue
        at
        the rate of 0.125% per annum (computed on the average daily amount of the
        Outstanding Amount of all L/C Obligations with respect to U.S. Letters of
        Credit
        (excluding any portion thereof attributable to Unreimbursed Amounts)) and
        the
        Canadian Borrowers shall pay directly to the Canadian L/C Issuer for its
        own
        account a fronting fee with respect to each Canadian Letter of Credit, which
        shall accrue at the rate of 0.125% per annum (computed on the average daily
        amount of the Outstanding Amount of all L/C Obligations with respect to Canadian
        Letters of Credit (excluding any portion thereof attributable to Unreimbursed
        Amounts)) during the period from and including the Closing Date to but excluding
        the later of the Letter of Credit Expiration Date and the date on which the
        Outstanding Amount of such L/C Obligations has been reduced to zero. Accrued
        fronting fees shall be payable in arrears (i) on the last Business Day of
        March,
        June, September and December of each year, commencing on the first such date
        to
        occur after the Closing Date, (ii) on the Letter of Credit Expiration Date
        and
        (iii) following the Letter of Credit Expiration Date, on demand. All fronting
        fees shall be paid in Dollars and, once paid, shall be nonrefundable. In
        addition, each Borrower shall pay directly to the applicable L/C Issuer for
        its
        own account such L/C Issuing Bank’s customary issuance, presentation, amendment
        and other processing fees (with respect to each Letter of Credit computed,
        on
        the U.S. Dollar Equivalent of the amount of such Letter of Credit, and payable
        upon the issuance thereof, and with respect to any amendment of a commercial
        Letter of Credit increasing the amount of such Letter of Credit, at a rate
        separately agreed between the applicable Borrower and the applicable L/C
        Issuer,
        computed on the U.S. Dollar Equivalent of the amount of such increase, and
        payable upon the effectiveness of such amendment), and other standard costs
        and
        charges, of such L/C Issuer relating to letters of credit as from time to
        time
        in effect. Such customary fees and standard costs and charges are due and
        payable within five (5) Business Days of demand and are
        nonrefundable.

       

      (k)  Conflict
        with Letter of Credit Application.
        In the
        event of any conflict between the terms hereof and the terms of any Letter
        of
        Credit Application, the terms hereof shall control.

       

      2.04  Swing
        Line
        Loans

       

      . 

       

      (a)  The
        U.S. Swing Line.
        

       

      (i)  Subject
        to the terms and conditions set forth herein, the U.S. Swing Line Lender
        agrees
        to make loans (each such loan, a “U.S.
        Swing Line Loan”)
        to the
        U.S. Borrower from time to time on any Business Day until the Maturity Date
        in
        an aggregate amount not to exceed at any time outstanding the amount of the
        U.S.
        Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans,
        when aggregated with the Pro Rata Share of the Outstanding Amount of Loans
        and
        L/C Obligations of the Lender acting as U.S. Swing Line Lender, may exceed
        the
        amount of such Lender’s Commitment; provided,
        however,
        that
        after giving effect to any U.S. Swing Line Loan, (A) the aggregate Outstanding
        Amount of the U.S. Revolving Credit Loans of any Lender, plus
        such
        Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations with
        respect to U.S. Letters of Credit, plus
        such
        Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans
        shall not exceed such Lender’s U.S. Revolving Credit Commitment; provided,
        further,
        that
        the U.S. Borrower shall not use the proceeds of any U.S. Swing Line Loan
        to
        refinance any outstanding U.S. Swing Line Loan. Within the foregoing limits,
        and
        subject to the other terms and conditions hereof, the U.S. Borrower may borrow
        under this Section
        2.04,
        prepay
        under Section
        2.05,
        and
        reborrow under this Section
        2.04.
        Each
        U.S. Swing Line Loan shall be a Base Rate Loan. Immediately upon the making
        of a
        U.S. Swing Line Loan, each U.S. Revolving Credit Lender shall be deemed to,
        and
        hereby irrevocably and unconditionally agrees to, purchase from the U.S.
        Swing
        Line Lender a risk participation in such U.S. Swing Line Loan in an amount
        equal
        to the product of such Lender’s Pro Rata Share times
        the
        amount of such U.S. Swing Line Loan.

       

      (ii)  Subject
        to the terms and conditions set forth herein, the Canadian Swing Line Lender
        agrees to make loans (each such loan, a “Canadian
        Swing Line Loan”
and
        together with the U.S. Swing Line Loans, the “Swing
        Line Loans”)
        to the
        Canadian Borrowers from time to time on any Business Day until the Maturity
        Date
        in Dollars or Canadian Dollars in an aggregate amount not to exceed at any
        time
        outstanding the amount of the Canadian Swing Line Sublimit, notwithstanding
        the
        fact that such Canadian Swing Line Loans, when aggregated with the Pro Rata
        Share of the Outstanding Amount of Loans and L/C Obligations of the Lender
        acting as Canadian Swing Line Lender, may exceed the amount of such Lender’s
        Commitment; provided,
        however,
        that
        after giving effect to any Canadian Swing Line Loan, the aggregate Outstanding
        Amount of the Canadian Loans of any Lender plus
        such
        Lender’s Pro Rata Share of the Outstanding Amount of all Canadian L/C
        Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all
        Canadian Swing Line Loans shall not exceed such Lender’s Canadian Credit
        Commitment; provided,
        further,
        that no
        Canadian Borrower shall use the proceeds of any Canadian Swing Line Loan
        to
        refinance any outstanding Canadian Swing Line Loan. Within the foregoing
        limits,
        and subject to the other terms and conditions hereof, the Canadian Borrowers
        may
        borrow under this Section
        2.04,
        prepay
        under Section
        2.05,
        and
        reborrow under this Section
        2.04.
        Each
        Canadian Swing Line Loan shall be a Base Rate Loan. Immediately upon the
        making
        of a Canadian Swing Line Loan, each Canadian Lender shall be deemed to, and
        hereby irrevocably and unconditionally agrees to, purchase from the Canadian
        Swing Line Lender a risk participation in such Canadian Swing Line Loan in
        an
        amount equal to the product of such Lender’s Pro Rata Share times
        the
        amount of such Canadian Swing Line Loan.

       

      (b)  Borrowing
        Procedures.
        Each
        Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable
        notice to the applicable Swing Line Lender and the applicable Administrative
        Agent, which may be given by telephone. Each such notice must be received
        by the
        applicable Swing Line Lender and the applicable Administrative Agent not
        later
        than 1:00 p.m. (New York City time) on the requested borrowing date, and
        shall
        specify (i) the amount to be borrowed, which shall be a minimum of $100,000
        (or, in the case of a Canadian Swing Line Borrowing denominated in Canadian
        Dollars, Cdn$100,000), and (ii) the requested borrowing date, which shall
        be a Business Day. Each such telephonic notice must be confirmed promptly
        by
        delivery to the applicable Swing Line Lender and the applicable Administrative
        Agent of a written Swing Line Loan Notice, appropriately completed and signed
        by
        a Responsible Officer of the applicable Borrower. Promptly after receipt
        by a
        Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line
        Lender will confirm with the applicable Administrative Agent (by telephone
        or in
        writing) that such Administrative Agent has also received such Swing Line
        Loan
        Notice and, if not, such Swing Line Lender will notify such Administrative
        Agent
        (by telephone or in writing) of the contents thereof. Unless the applicable
        Swing Line Lender has received notice (by telephone or in writing) from the
        applicable Administrative Agent (including at the request of any Lender)
        prior
        to 2:00 p.m. (New York City time) on the date of the proposed Swing Line
        Borrowing (A) directing such Swing Line Lender not to make such Swing Line
        Loan as a result of the limitations set forth in the proviso to the first
        sentence of Section 2.04(a),
        or
        (B) that one or more of the applicable conditions specified in Section 4.02
        is not
        then satisfied, then, subject to the terms and conditions hereof, such Swing
        Line Lender will, not later than 3:00 p.m. (New York City time) on the borrowing
        date specified in such Swing Line Loan Notice, make the amount of its Swing
        Line
        Loan available to the requesting Borrower.

       

      (c)  Refinancing
        of Swing Line Loans.

       

      (i)  Any
        Swing
        Line Lender at any time in its sole and absolute discretion may request,
        on
        behalf of the U.S. Borrower (in the case of any U.S. Swing Line Borrowing)
        or
        any Canadian Borrower (in the case of any Canadian Swing Line Borrowing)
        (and
        each Borrower hereby irrevocably authorizes the applicable Swing Line Lender
        to
        so request on its behalf), that each U.S. Revolving Credit Lender (in the
        case
        of any U.S. Swing Line Borrowing) or each Canadian Lender (in the case of
        any
        Canadian Swing Line Borrowing) make a Base Rate Loan in an amount equal to
        such
        Lender’s Pro Rata Share of the amount of such Swing Line Loans then outstanding.
        Such request shall be made in writing (which written request shall be deemed
        to
        be a Committed Loan Notice from the applicable Borrower for purposes hereof)
        and
        in accordance with the requirements of Section 2.02,
        without
        regard to the minimum and multiples specified therein for the principal amount
        of Base Rate Loans, but subject to the unutilized portion of the aggregate
        U.S.
        Revolving Credit Commitments and Canadian Credit Commitments and the conditions
        set forth in Section
        4.02.
        The
        applicable Swing Line Lender shall furnish the applicable Borrower with a
        copy
        of the applicable Committed Loan Notice promptly after delivering such notice
        to
        the applicable Administrative Agent. Each U.S. Revolving Credit Lender (in
        the
        case of any U.S. Swing Line Borrowing) and each Canadian Lender (in the case
        of
        any Canadian Swing Line Borrowing) shall make an amount equal to its Pro
        Rata
        Share of the amount specified in such Committed Loan Notice available to
        the
        applicable Administrative Agent in immediately available funds for the account
        of the applicable Swing Line Lender at the applicable Administrative Agent’s
        Office not later than 1:00 p.m. (New York City time) on the day specified
        in
        such Committed Loan Notice, whereupon, subject to Section
        2.04(c)(ii),
        each
        Lender that so makes funds available shall be deemed to have made a Base
        Rate
        Loan to the applicable Borrower in such amount. The applicable Administrative
        Agent shall remit the funds so received to the applicable Swing Line
        Lender.

       

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

       

      (iii)  If
        any
        Lender fails to make available to the applicable Administrative Agent for
        the
        account of the applicable Swing Line Lender any amount required to be paid
        by
        such Lender pursuant to the foregoing provisions of this Section
        2.04(c)
        by the
        time specified in Section
        2.04(c)(i),
        the
        applicable Swing Line Lender shall be entitled to recover from such Lender
        (acting through the applicable Administrative Agent), on demand, such amount
        with interest thereon for the period from the date such payment is required
        to
        the date on which such payment is immediately available to such Swing Line
        Lender at a rate per annum equal to the Federal Funds Rate (or with respect
        to
        any Canadian Swing Line Loan denominated in Canadian Dollars, the Canadian
        Prime
        Rate) from time to time in effect or, if greater, a rate determined by the
        applicable Administrative Agent in accordance with banking industry rules
        on
        interbank compensation. A certificate of the applicable Swing Line Lender
        submitted to any Lender (through the U.S. Administrative Agent) with respect
        to
        any amounts owing under this clause
        (iii)
        shall be
        conclusive absent manifest error.

       

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

       

      (d)  Repayment
        of Participations.

       

      (i)  At
        any
        time after any Lender has purchased and funded a risk participation in a
        Swing
        Line Loan, if the applicable Swing Line Lender receives any payment on account
        of such Swing Line Loan, such Swing Line Lender will distribute to such Lender
        its Pro Rata Share of such payment (appropriately adjusted, in the case of
        interest payments, to reflect the period of time during which such Lender’s risk
        participation was funded) in the same funds as those received by such Swing
        Line
        Lender.

       

      (ii)  If
        any
        payment received by any Swing Line Lender in respect of principal or interest
        on
        any Swing Line Loan is required to be returned by such Swing Line Lender
        under
        any of the circumstances described in Section
        10.06
        (including pursuant to any settlement entered into by such Swing Line Lender
        in
        its discretion), each applicable Lender shall pay to such Swing Line Lender
        its
        Pro Rata Share thereof on demand of the applicable Administrative Agent,
        plus
        interest thereon from the date of such demand to the date such amount is
        returned, at a rate per annum equal to the Federal Funds Rate (or with respect
        to any Canadian Swing Line Loan denominated in Canadian Dollars, the Canadian
        Prime Rate) or, if greater, a rate determined by the applicable Administrative
        Agent in accordance with banking industry rules on interbank compensation.
        The
        applicable Administrative Agent will make such demand upon the request of
        the
        Swing Line Lender.

       

      (e)  Interest
        for Account of Swing Line Lender.
        Each
        Swing Line Lender shall be responsible for invoicing the applicable Borrower
        for
        interest on the Swing Line Loans made by it. Until each applicable Revolving
        Credit Lender funds its Base Rate Loan or risk participation pursuant to
        this
Section
        2.04
        to
        refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in
        respect of such Pro Rata Share shall be solely for the account of the Swing
        Line
        Lender making such Swing Line Loan.

       

      (f)  Payments
        Directly to Swing Line Lenders.
        Each
        Borrower shall make all payments of principal and interest in respect of
        the
        Swing Line Loans made to it directly to the Swing Line Lender making such
        Swing
        Line Loan.

       

      2.05  Prepayments

       

      . 

       

      (a)  Optional.
        

       

      (i)  Each
        Borrower may, upon notice to the applicable Administrative Agent, at any
        time or
        from time to time voluntarily prepay Loans (other than Canadian BAs) in whole
        or
        in part without premium or penalty; provided
        that (1)
        such notice must be received by the applicable Administrative Agent not later
        than 12:30 p.m. (New York City time) (A) three (3) Business Days prior to
        any date of prepayment of Eurodollar Rate Loans and (B) on the date of
        prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans
        shall be in a principal amount of $2,000,000 or a whole multiple of $500,000
        in
        excess thereof; and (3) any prepayment of Base Rate Loans shall be in a
        principal amount of $500,000 (or, in the case of Canadian Loans denominated
        in
        Canadian Dollars Cdn$500,000) or a whole multiple of $100,000 (or, in the
        case
        of Canadian Loans denominated in Canadian Dollars Cdn$100,000) in excess
        thereof
        or, in each case, if less, the entire principal amount thereof then outstanding
        and (4) any such prepayment of Revolving Credit Loans of any Tranche shall
        be made pro rata among the Revolving Credit Loans of such Tranche of the
        same
        Type of all Lenders that have made such Revolving Credit Loans. Each such
        notice
        shall specify the date and amount of such prepayment and the Type(s) of Loans
        to
        be prepaid. The applicable Administrative Agent will promptly notify each
        applicable Lender of its receipt of each such notice, and of the amount of
        such
        Lender’s Pro Rata Share of such prepayment. If such notice is given by a
        Borrower, such Borrower shall make such prepayment and the payment amount
        specified in such notice shall be due and payable on the date specified therein.
        Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
        interest thereon, together with any additional amounts required pursuant
        to
Section
        3.05.
        Each
        prepayment of the outstanding Term B Loans pursuant to this Section
        2.05(a)
        shall be
        applied to any principal repayment installments thereof in direct order of
        maturity.

       

      (ii)  Each
        Borrower may, upon notice to the applicable Swing Line Lender (with a copy
        to
        the applicable Administrative Agent), at any time or from time to time,
        voluntarily prepay its Swing Line Loans in whole or in part without premium
        or
        penalty; provided
        that (1)
        such notice must be received by the applicable Swing Line Lender and
        Administrative Agent not later than 1:00 p.m. (New York City time) on the
        date
        of the prepayment, and (2) any such prepayment shall be in a minimum principal
        amount of $100,000 (or, in the case of Canadian Swing Line Loans denominated
        in
        Canadian Dollars, Cdn$100,000). Each such notice shall specify the date and
        amount of such prepayment. If such notice is given by a Borrower, such Borrower
        shall make such prepayment and the payment amount specified in such notice
        shall
        be due and payable on the date specified therein.

       

      (iii)  Notwithstanding
        anything to the contrary contained in this Agreement, the applicable Borrower
        may rescind any notice of prepayment under Section 2.05(a)(i)
        or
(a)(ii)
        if such
        prepayment would have resulted from a refinancing of all of the Facilities,
        which refinancing shall not be consummated or shall otherwise be
        delayed.

       

      (b)  Mandatory.

       

      (i)  [intentionally
        omitted].

       

      (ii)  Within
        five (5) Business Days after financial statements are required to be delivered
        pursuant to Section
        6.01(a)
        and the
        related Compliance Certificate has been delivered pursuant to Section
        6.02(b),
        the
        U.S. Borrower shall prepay an aggregate principal amount of Term B Loans
        in
        accordance with Section 2.05(b)(vii)
        in an
        amount equal to the excess of (A) 50% of Excess Cash Flow for the Excess
        Cash Flow Period covered by such financial statements commencing with the
        Excess
        Cash Flow Period ending December 31, 2005 over (B) the amount of Term
        B Loans repaid pursuant to Section 2.05(a)
        during
        such Excess Cash Flow Period; provided
        that
        such percentage shall be reduced to (A) 25% if the Leverage Ratio as of the
        last day of the prior fiscal year was less than 4.00:1.00 and (B) 0% if the
        Leverage Ratio as of the last day of the prior fiscal year was less than
        3.50:1.00.

       

      (iii)  (A)
        If
        (x) Holdings, the U.S. Borrower or any of its Restricted Subsidiaries Disposes
        of any property or assets (other than any Disposition of any property or
        assets
        permitted by Section
        7.05(a),
        (b),
        (c),
        (d)
        (to the
        extent constituting a Disposition by any Restricted Subsidiary that is not
        a
        Loan Party to a Loan Party), (e),
        (f)
        (but only with respect to any sale-leaseback transaction effected within
        two
        hundred seventy (270) days after the acquisition of the property that is
        the
        subject of such Transaction and only if such property was not acquired with
        the
        Net Cash Proceeds of a Disposition or Casualty Event), (g),
        (h),
        (i),
        (k)
        or
(l))
        or (y)
        any Casualty Event occurs, which in the aggregate for any transaction or
        series
        of related transactions results in the realization or receipt by Holdings,
        the
        U.S. Borrower or such Restricted Subsidiary of aggregate Net Cash Proceeds
        in
        excess of $5,000,000, the U.S. Borrower shall (1) give written notice to
        the
        Administrative Agents thereof on or prior to the date of the realization
        or
        receipt of such Net Cash Proceeds and (2) except to the extent the U.S. Borrower
        elects in such notice to reinvest all or a portion of such Net Cash Proceeds
        in
        accordance with Section
        2.05(b)(iii)(B)
        (which
        election may only be made if no Event of Default has occurred and is then
        continuing), prepay an aggregate principal amount of Term B Loans in an amount
        equal to 100% of all Net Cash Proceeds received therefrom within the earlier
        of
        (A) two (2) Business Days of receipt thereof by Holdings, the U.S. Borrower
        or any Domestic Subsidiary which is a Restricted Subsidiary or (B) ten (10)
        Business Days of receipt thereof by any Foreign Subsidiary which is a Restricted
        Subsidiary.

       

      (B) With
        respect to any Net Cash Proceeds realized or received with respect to any
        Disposition (other than as specifically excluded in Section
        2.05(b)(iii)(A))
        or
        any Casualty Event, at the option of the U.S. Borrower or such Restricted
        Subsidiary, and so long as no Event of Default shall have occurred and be
        continuing, the U.S. Borrower may reinvest all or any portion of such Net
        Cash
        Proceeds in assets useful for its business no later than the later of
        (x) three hundred and sixty-five (365) days following receipt of such Net
        Cash Proceeds or (y) if the U.S. Borrower or such Restricted Subsidiary enters
        into a binding contract to reinvest such Net Cash Proceeds within three hundred
        and sixty-five (365) days of the receipt thereof, one hundred and eighty
        (180)
        days after the date of such contract (or if earlier, two Business Days after
        such contract is terminated following such 365th day); provided,
        however,
        that if
        any Net Cash Proceeds are no longer intended to be so reinvested at any time
        after delivery of a notice of reinvestment election, an amount equal to any
        such
        Net Cash Proceeds shall be immediately applied to the prepayment of the Loans
        as
        set forth in this Section
        2.05;
        provided,
        further,
        however,
        that no
        such Net Cash Proceeds of a Casualty Event shall be reinvested for the repair
        or
        replacement of property damaged or lost in such Casualty Event if the net
        book
        value of such property exceeds $5,000,000 unless, after giving Pro Forma
        Effect
        to any Indebtedness to be incurred in connection with such replacement or
        restoration, the Loan Parties would be in compliance with the financial
        covenants set forth in Section
        7.11
        as of
        the most recent fiscal quarter end preceding the date of
        determination.

       

      (iv)  The
        U.S.
        Borrower shall prepay an aggregate principal amount of Term B Loans in an
        amount
        equal to 50% of all Net Cash Proceeds received from any Specified Equity
        Issuance promptly, but in any event within five (5) Business Days after receipt
        thereof by Holdings, the U.S. Borrower or any of its Restricted Subsidiaries;
        provided
        that
        such percentage shall be reduced to (A) 25% if the Leverage Ratio as of the
        last
        day of the prior fiscal quarter was less than 4.00:1.00 and (B) 0% if the
        Leverage Ratio as of the last day of the prior fiscal quarter was less than
        3.50:1.00.

       

      (v)  Upon
        the
        incurrence or issuance by Holdings, the U.S. Borrower or any of its Restricted
        Subsidiaries of (A) any Indebtedness incurred in violation of Section
        7.03
        or (B)
        any Permitted Subordinated Indebtedness under Section 7.03(a)(ii)(B),
        the
        U.S. Borrower shall prepay an aggregate principal amount of Term B Loans
        in an
        amount equal to 100% of all Net Cash Proceeds received therefrom immediately
        upon receipt thereof by Holdings, the U.S. Borrower or such Restricted
        Subsidiary.

       

      (vi)  If
        (A)
        for any reason the aggregate U.S. Revolving Credit Exposure exceeds the U.S.
        Revolving Credit Commitments then in effect, the U.S. Borrower shall immediately
        prepay U.S. Revolving Credit Loans and U.S. Swing Line Loans and/or Cash
        Collateralize L/C Obligations with respect to U.S. Letters of Credit in an
        aggregate amount equal to such excess; provided,
        however,
        that
        the U.S. Borrower shall not be required to Cash Collateralize the L/C
        Obligations pursuant to this Section
        2.05(b)(v)
        except
        to the extent that after the prepayment in full of the U.S. Revolving Credit
        Loans and the Swing Line Loans, the Outstanding Amount of L/C Obligations
        with
        respect to U.S. Letters of Credit exceeds the U.S. Revolving Credit Commitments
        then in effect.

       

      (B) On
        each
        date when the aggregate Canadian Exposure exceeds the Canadian Credit Commitment
        Amount as then in effect, the Canadian Borrowers shall prepay Canadian Loans
        (other than Canadian BAs) and Canadian Swing Line Loans and/or Cash
        Collateralize Canadian Letters of Credit in an aggregate amount equal to
        such
        excess; provided,
        however,
        that
        the Canadian Borrower shall not be required to Cash Collateralize the L/C
        Obligations with respect to Canadian Letters of Credit pursuant to this
Section
        2.05(b)(vi)
        except
        to the extent that after the prepayment in full of the Canadian Loans (other
        than Canadian BAs) and the Canadian Swing Line Loans, the Outstanding Amount
        of
        L/C Obligations with respect to Canadian Letters of Credit exceeds the Canadian
        Credit Commitments then in effect.

       

      (vii)  Each
        prepayment of Term B Loans pursuant to this Section
        2.05(b)
        required
        to be made by U.S. Borrower shall be applied, in direct order of maturities,
        to
        any principal repayment installments of the Term B Facility.

       

      (viii)  All
        prepayments under this Section
        2.05
        shall be
        made together with, in the case of any such prepayment of a Eurodollar Rate
        Loan
        on a date other than the last day of an Interest Period therefor, any amounts
        owing in respect of such Eurodollar Rate Loan pursuant to Section
        3.05.
        Notwithstanding any of the other provisions of Section
        2.05(b),
        so long
        as no Event of Default shall have occurred and be continuing, if any prepayment
        of Eurodollar Rate Loans is required to be made under this Section
        2.05(b),
        other
        than on the last day of the Interest Period therefor, the applicable Borrower
        may, in its sole discretion, deposit the amount of any such prepayment otherwise
        required to be made thereunder into a Cash Collateral Account until the last
        day
        of such Interest Period, at which time the U.S. Administrative Agent shall
        be
        authorized (without any further action by or notice to or from the applicable
        Borrower or any other Loan Party) to apply such amount to the prepayment
        of such
        Loans in accordance with this Section
        2.05(b).
        Upon
        the occurrence and during the continuance of any Event of Default, the
        applicable Administrative Agent shall also be authorized (without any further
        action by or notice to or from the applicable Borrower or any other Loan
        Party)
        to apply such amount to the prepayment of the outstanding Loans of the
        applicable Borrower in accordance with this Section
        2.05(b).

       

      2.06  Termination,
        Reduction or Reallocation of Commitments

       

      .

       

      (a)  Optional.
        The
        Borrowers may, upon written notice to each Administrative Agent, terminate
        the
        unused portions of the U.S. Letter of Credit Sublimit, the unused U.S. Revolving
        Credit Commitments, or Canadian Credit Commitment or from time to time
        permanently reduce the unused portions of the U.S. Letter of Credit Sublimit,
        or
        the unused Revolving Credit Commitments; provided
        that (i)
        any such notice shall be received by each Administrative Agent three (3)
        Business Days prior to the date of termination or reduction, (ii) any such
        partial reduction shall be in an aggregate amount of $500,000 or any whole
        multiple of $100,000 in excess thereof and (iii) the Borrowers shall not
        terminate or reduce the unused portions of the U.S. Letter of Credit Sublimit,
        or the unused Revolving Credit Commitments if, after giving effect thereto
        and
        to any concurrent prepayments hereunder, the aggregate U.S. Revolving Credit
        Exposure would exceed the aggregate U.S. Revolving Credit Commitments or
        the
        aggregate Canadian Exposure would exceed the aggregate Canadian Credit
        Commitments. Notwithstanding the foregoing, the U.S. Borrower may rescind
        or
        postpone any notice of termination of the Commitments if such termination
        would
        have resulted from a refinancing of all of the Facilities, which refinancing
        shall not be consummated or otherwise shall be delayed.

       

      (b)  Mandatory.
        

       

      (i)  If
        after
        giving effect to any reduction or termination of unused U.S. Revolving Loan
        Commitments under this Section
        2.06,
        the
        U.S. Letter of Credit Sublimit or the U.S. Swing Line Sublimit exceeds the
        amount of the U.S. Revolving Credit Facility, such Sublimit shall be
        automatically reduced by the amount of such excess.

       

      (ii)  If
        after
        giving effect to any reduction or termination of unused Canadian Credit
        Commitments under this Section
        2.06,
        the
        Canadian Swing Line Sublimit exceeds the amount of the Canadian Revolving
        Credit
        Facility, such Sublimit shall be automatically reduced by the amount of such
        excess.

       

      (c)  Application
        of Commitment Reductions; Payment of Fees.
        The
        applicable Administrative Agent will promptly notify the applicable Lenders
        of
        any termination or reduction of unused portions of the U.S. Letter of Credit
        Sublimit, or the unused U.S. Revolving Credit Commitment or unused Canadian
        Credit Commitment under this Section
        2.06.
        Upon
        any reduction of unused Commitments under a Facility, the Commitment of each
        Lender under such Facility shall be reduced by such Lender’s Pro Rata Share of
        the amount by which such Facility is reduced (other than the termination
        of the
        Commitment of any Lender as provided in Section
        3.07).
        All
        commitment fees accrued until the effective date of any termination of the
        Revolving Credit Commitments shall be paid on the effective date of such
        termination.

       

      (d)  Subject
        to the satisfaction of the conditions set forth in paragraph (e) below, the
        U.S.
        Borrower, upon at least thirty (30) days prior written notice (or such shorter
        notice as to which the Administrative Agents may consent) to each Administrative
        Agent, may reallocate all or a portion of a Lender’s Revolving Credit Commitment
        once at any time during each fiscal quarter of the U.S. Borrower in accordance
        with the following procedures. In the case of any such reallocation, the
        total
        U.S. Revolving Credit Commitments (in the case of a reallocation of a U.S.
        Revolving Credit Commitment) or the total Canadian Credit Commitments (in
        the
        case of a reallocation of a Canadian Credit Commitment), as the case may
        be,
        shall be reduced by the amount of the reallocated Commitment (the “Reallocated
        Commitment”)
        and
        the total Canadian Credit Commitments (if the Reallocated Commitment was
        a U.S.
        Revolving Credit Commitment) or the total U.S. Revolving Credit Commitments
        (if
        the Reallocated Commitment was a Canadian Credit Commitment) shall be increased
        by an amount equal to the Reallocated Commitment. Any such reallocation shall
        be
        subject to execution of documentation with respect thereto by the Borrowers,
        the
        Administrative Agents, the Lender whose Commitment is reduced pursuant to
        such
        reallocation (the “Reduced
        Lender”)
        and
        the Lender that will assume the increased Commitment resulting from such
        reallocation, which may be the Reduced Lender or an affiliate of the Reduced
        Lender (the “Increased
        Lender”).
        The
        Administrative Agents shall notify the Revolving Credit Lenders of any such
        reallocation. Any such reallocation shall not require any consent or approval
        of
        any Lender other than the Reduced Lender and the Increased Lender and the
        amounts of the respective Revolving Credit Commitments of such other Lenders
        shall not be changed by any such reallocation. In the event of any such
        reallocation (i) the credit facility comprised of the Reallocated Commitment,
        the other Revolving Credit Commitments of the same Tranche and the Loans
        and
        other Credit Extensions hereunder in respect of such Commitments is referred
        to
        herein as the “Reduced
        Facility”,
        and
        (ii) the credit facility comprised of the Commitment of the Increased Lender,
        the other Commitments of the same Tranche and the Loans and other Credit
        Extensions hereunder in respect of such Commitments is referred to herein
        as the
“Increased
        Facility”.

       

      (e)  The
        consummation of any reallocation pursuant to paragraph (d) above shall be
        subject to satisfaction of the following conditions on the date of such
        consummation:

       

      (i)  the
        conditions to each Credit Extension set forth in Section
        4.02
        shall be
        satisfied at the time;

       

      (ii)  each
        of
        the Administrative Agents, each L/C Issuer, the Reduced Lender and the Increased
        Lender shall have consented in writing to such reallocation;

       

      (iii)  such
        reallocation shall not result in the prepayment of any Canadian BA;

       

      (iv)  after
        giving effect to such reallocation, the aggregate Canadian Commitments would
        not
        exceed $35,000,000;

       

      (v)  after
        giving effect to such reallocation and the satisfaction of the conditions
        specified above, (A) the aggregate U.S. Revolving Credit Exposure shall not
        exceed the aggregate U.S. Revolving Credit Commitment and (B) the aggregate
        Canadian Exposure shall not exceed the aggregate Canadian Credit Commitment;
        and

       

      (vi)  if
        the
        Increased Lender is not already a Lender, such Increased Lender shall have
        executed a joinder agreement in form satisfactory to the applicable
        Administrative Agent and the U.S. Borrower pursuant to which it shall have
        become a Lender hereunder.

       

      (f)  On
        each
        date of effectiveness of any reallocation of any Commitment pursuant to
clause
        (d)
        above (a
“Reallocation
        Effectiveness Date”),
        (i)
        each of the Lenders having a Revolving Credit Commitment under the Reduced
        Facility after giving effect to such reallocation (the “Remaining
        Reduced Facility Lenders”)
        shall
        purchase from the Reduced Lender and the Reduced Lender shall sell to each
        Remaining Reduced Facility Lender, at the principal amount thereof, such
        interests in the Revolving Loans and participation interests in L/C Obligations
        and Swing Line Loans outstanding under the Reduced Facility on such Reallocation
        Effectiveness Date as shall be necessary in order that, after giving effect
        to
        all such assignments and purchases, such Revolving Loans and participation
        interests in L/C Obligations and Swing Line Loans under the Reduced Facility
        will be held by each Remaining Reduced Facility Lender ratably in accordance
        with its respective Pro Rata Share of the aggregate Commitments under the
        Reduced Facility and (ii) each of the Lenders having a Revolving Credit
        Commitment under the Increased Facility (the “Existing
        Increased Facility Lenders”)
        shall
        sell to the Increased Lender and the Increased Lender shall purchase from
        each
        Existing Increased Facility Lender, at the principal amount thereof, such
        interests in the Revolving Loans and participation interests in L/C Obligations
        and Swing Line Loans outstanding under the Increased Facility on such
        Reallocation Effectiveness Date as shall be necessary in order that, after
        giving effect to all such assignments and purchases, such Revolving Loans
        and
        participation interests in L/C Obligations and Swing Line Loans will be held
        by
        each Existing Increased Facility Lender and the Increased Lender ratably
        in
        accordance with its respective Pro Rata Share of the aggregate Commitments
        under
        the Increased Facility.

       

      2.07  Repayment
        of Loans

       

      . 

       

      (a)  Term
        B
        Loans.
        The
        U.S. Borrower shall repay to the U.S. Administrative Agent for the ratable
        account of the Term B Lenders the aggregate principal amount of all Term
        B Loans
        outstanding in twenty-eight (28) consecutive quarterly installments as follows
        (which installments shall be reduced as a result of the application of
        prepayments in accordance with the order of priority set forth in Section
        2.05
        or
        increased as a result of any increase in the amount of Term B Loans pursuant
        to
Section
        2.14
        (such
        increased amortization payments to be calculated in the same manner (and
        on the
        same basis) as the schedule set forth below for the Term B Loans made as
        of the
        Closing Date)):

       

      
        	
                Date

              	
                Term
                  B Loan Principal Amortization Payment

              
	
                November
                  27, 2004

              	
                $1,750,000

              
	
                February
                  27, 2005

              	
                $1,750,000

              
	
                May
                  27, 2005

              	
                $1,750,000

              
	
                August
                  27, 2005

              	
                $1,750,000

              
	
                November
                  27, 2005

              	
                $1,750,000

              
	
                February
                  27, 2006

              	
                $1,750,000

              
	
                May
                  27, 2006

              	
                $1,750,000

              
	
                August
                  27, 2006

              	
                $1,750,000

              
	
                November
                  27, 2006

              	
                $1,750,000

              
	
                February
                  27, 2007

              	
                $1,750,000

              
	
                May
                  27, 2007

              	
                $1,750,000

              
	
                August
                  27, 2007

              	
                $1,750,000

              
	
                November
                  27, 2007

              	
                $1,750,000

              
	
                February
                  27, 2008

              	
                $1,750,000

              
	
                May
                  27, 2008

              	
                $1,750,000

              
	
                August
                  27, 2008

              	
                $1,750,000

              
	
                November
                  27, 2008

              	
                $1,750,000

              
	
                February
                  27, 2009

              	
                $1,750,000

              
	
                May
                  27, 2009

              	
                $1,750,000

              
	
                August
                  27, 2009

              	
                $1,750,000

              
	
                November
                  27, 2009

              	
                $1,750,000

              
	
                February
                  27, 2010

              	
                $1,750,000

              
	
                May
                  27, 2010

              	
                $1,750,000

              
	
                August
                  27, 2010

              	
                $1,750,000

              
	
                November
                  27, 2010

              	
                $164,500,000

              
	
                February
                  27, 2011

              	
                $164,500,000

              
	
                May
                  27, 2011

              	
                $164,500,000

              
	
                August
                  27, 2011

              	
                $164,500,000

              


      

       

      provided,
        however,
        that
        the final principal repayment installment of the Term B Loans shall be repaid
        on
        the Maturity Date and in any event shall be in an amount equal to the aggregate
        principal amount of all Term B Loans outstanding on such date.

       

      (b)  Revolving
        Credit Loans.
        The
        applicable Borrower shall repay to the applicable Administrative Agent for
        the
        ratable account of the applicable Revolving Credit Lenders on the Maturity
        Date
        the aggregate principal amount of all U.S. Revolving Credit Loans and Canadian
        Loans outstanding on such date.

       

      (c)  Swing
        Line Loans.
        Each
        Borrower shall repay each of its Swing Line Loans on the earlier to occur
        of (i)
        the date five (5) Business Days after such Swing Line Loan is made and
        (ii) the Maturity Date.

       

      2.08  Interest

       

      .

       

      (a)  Subject
        to the provisions of Section
        2.08(b),
        (i)
        each Eurodollar Rate Loan shall bear interest on the outstanding principal
        amount thereof for each Interest Period at a rate per annum equal to the
        Eurodollar Rate for such Interest Period plus
        the
        Applicable Rate; (ii) each Base Rate Loan shall bear interest on the
        outstanding principal amount thereof from the applicable borrowing date at
        a
        rate per annum equal to the Base Rate plus
        the
        Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the
        outstanding principal amount thereof from the applicable borrowing date at
        a
        rate per annum equal to the Base Rate plus
        the
        Applicable Rate for Revolving Credit Loans maintained as Base Rate
        Loans.

       

      (b)  Any
        past
        due amount of the Obligations shall accrue interest at a fluctuating rate
        per
        annum at all times equal to the Default Rate to the fullest extent permitted
        by
        applicable Laws. Accrued and unpaid interest on past due amounts (including
        interest on past due interest) shall be due and payable upon
        demand.

       

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

       

      (d)  For
        the
        purposes of the Interest Act (Canada), whenever interest payable pursuant
        to
        this Agreement is calculated with respect to any monetary Obligation relating
        to
        the Canadian Facility on the basis of a period other than a calendar year
        (the
“Calculation
        Period”),
        each
        rate of interest determined pursuant to such calculation expressed as an
        annual
        rate is equivalent to such rate as so determined, multiplied by the actual
        number of days in the calendar year in which the same is to be ascertained
        and
        divided by the number of days in the Calculation Period. The principle of
        deemed
        reinvestment of interest with respect to any monetary Obligation relating
        to the
        Canadian Facility shall not apply to any interest calculation under this
        Agreement. The rates of interest with respect to any monetary Obligation
        relating to the Canadian Facility stipulated in this Agreement are intended
        to
        be nominal rates and not effective rates or yields.

       

      2.09  Fees

       

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

       

      (a)  Commitment
        Fee.
        The
        U.S. Borrower shall pay to the U.S. Administrative Agent for the account
        of each
        Revolving Credit Lender in accordance with its Pro Rata Share, a commitment
        fee
        (“U.S.
        Commitment Fee”)
        equal
        to the Applicable Rate per annum, times
        the
        actual daily amount by which the aggregate U.S. Revolving Credit Commitments
        exceed the sum of (A) the Outstanding Amount of U.S. Revolving Credit Loans
        and
        (B) the Outstanding Amount of L/C Obligations with respect to U.S. Letters
        of
        Credit and the Canadian Borrowers shall pay to the Canadian Administrative
        Agent
        for the account of each Canadian Lender in accordance with its Pro Rata Share,
        a
        Commitment Fee (“Canadian Commitment
        Fee”
and
        together with the U.S. Commitment Fee, the “Commitment
        Fees”)
        equal
        to the Applicable Rate per annum, times
        the
        actual daily amount by which the aggregate Canadian Credit Commitments exceed
        the sum of (A) the Outstanding Amount of Canadian Loans and (B) the Outstanding
        Amount of L/C Obligations with respect to Canadian Letters of Credit.
        Notwithstanding the foregoing, any Commitment Fee accrued with respect to
        any of
        the Commitments of a Defaulting Lender during the period prior to the time
        such
        Lender became a Defaulting Lender and unpaid at such time shall not be payable
        by any Borrower so long as such Lender shall be a Defaulting Lender except
        to
        the extent that such Commitment Fee shall otherwise have been due and payable
        by
        such Borrower prior to such time; and provided,
        however,
        that no
        Commitment Fees shall accrue on any of the Commitments of a Defaulting Lender
        so
        long as such Lender shall be a Defaulting Lender. Subject to the foregoing
        restrictions, the Commitment Fees shall accrue at all times from the date
        hereof
        until the Maturity Date, including at any time during which one or more of
        the
        conditions in Article
        IV
        are not
        met, and shall be due and payable quarterly in arrears on the last Business
        Day
        of each March, June, September and December, commencing with the first such
        date
        to occur after the Closing Date, and on the Maturity Date. The Commitment
        Fees
        shall be calculated quarterly in arrears, and if there is any change in the
        Applicable Rate during any quarter, the actual daily amount shall be computed
        and multiplied by the Applicable Rate separately for each period during such
        quarter that such Applicable Rate was in effect.

       

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

       

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

       

      2.10  Computation
        of Interest and Fees

       

      .
        All
        computations of interest for Base Rate Loans shall be made on the basis of
        a
        year of three hundred and sixty-five (365) or three hundred and sixty-six
        (366)
        days, as the case may be, and actual days elapsed. All other computations
        of
        fees and interest shall be made on the basis of a three hundred and sixty
        (360)
        day year and actual days elapsed (which results in more fees or interest,
        as
        applicable, being paid than if computed on the basis of a three hundred and
        sixty-five (365) day year). Interest shall accrue on each Loan for the day
        on
        which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
        for the day on which the Loan or such portion is paid in accordance with
        the
        terms of this Agreement; provided
        that any
        Loan that is repaid on the same day on which it is made shall, subject to
        Section
        2.12(a),
        bear
        interest for one (1) day. Each determination by the applicable Administrative
        Agent of an interest rate or fee hereunder shall be conclusive and binding
        for
        all purposes, absent manifest error.

       

      2.11  Evidence
        of Indebtedness

       

      .

       

      (a)  The
        Credit Extensions made by each Lender shall be evidenced by one or more accounts
        or records maintained by such Lender and evidenced by one or more entries
        in the
        Register maintained by each Administrative Agent (and the U.S. Administrative
        Agent shall act solely for purposes of Treasury Regulation
        Section 5f.103-1(c), as agent for the U.S. Borrower), in each case in the
        ordinary course of business. The accounts or records maintained by the
        applicable Administrative Agent and each Lender shall be prima facie
        evidence
        absent manifest error of the amount of the Credit Extensions made by the
        Lenders
        to the applicable Borrower and the interest and payments thereon. Any failure
        to
        so record or any error in doing so shall not, however, limit or otherwise
        affect
        the obligation of any Borrower hereunder to pay any amount owing with respect
        to
        the Obligations. In the event of any conflict between the accounts and records
        maintained by any Lender and the accounts and records of the applicable
        Administrative Agent in respect of such matters, the accounts and records
        of the
        applicable Administrative Agent shall control in the absence of manifest
        error.
        Upon the request of any Lender made through the applicable Administrative
        Agent,
        the applicable Borrower or Borrower(s) shall execute and deliver to such
        Lender
        (through the applicable Administrative Agent) a Note payable to such Lender,
        which shall evidence such Lender’s Loans in addition to such accounts or
        records. Each Lender may attach schedules to its Note and endorse thereon
        the
        date, Type (if applicable), amount and maturity of its Loans and payments
        with
        respect thereto.

       

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

       

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

       

      2.12  Payments
        Generally

       

      .

       

      (a)  All
        payments to be made by the Borrowers shall be made without condition or
        deduction for any counterclaim, defense, recoupment or setoff. Except as
        otherwise expressly provided herein, all payments by any Borrower hereunder
        shall be made to the applicable Administrative Agent, for the account of
        the
        respective Lenders to which such payment is owed, at the applicable
        Administrative Agent’s Domestic Office. All payments shall be made in U.S.
        Dollars, except that all payments with respect to Canadian Loans, Canadian
        Swing
        Line Loans and Canadian Letters of Credit denominated in Canadian Dollars
        (and,
        for the avoidance of doubt, Canadian Commitment Fees shall be paid in U.S.
        Dollars) shall be made in Canadian Dollars not later than 2:00 p.m. (New
        York
        City time) on the date specified herein. The applicable Administrative Agent
        will promptly distribute to each applicable Lender its Pro Rata Share (or
        other
        applicable share as provided herein) of such payment in like funds as received
        by wire transfer to such Lender’s Lending Office. All payments received by an
        Administrative Agent after 2:00 p.m. (New York City time) shall be deemed
        received on the next succeeding Business Day and any applicable interest
        or fee
        shall continue to accrue.

       

      (b)  If
        any
        payment to be made by any Borrower shall come due on a day other than a Business
        Day, payment shall be made on the next following Business Day, and such
        extension of time shall be reflected in computing interest or fees, as the
        case
        may be; provided,
        however,
        that,
        if such extension would cause payment of interest on or principal of Eurodollar
        Rate Loans to be made in the next succeeding calendar month, such payment
        shall
        be made on the immediately preceding Business Day.

       

      (c)  Unless
        a
        Borrower or any Lender has notified the applicable Administrative Agent,
        prior
        to the date any payment is required to be made by it to an Administrative
        Agent
        hereunder, that such Borrower or Lender, as the case may be, will not make
        such
        payment, the applicable Administrative Agent may assume that such Borrower
        or
        Lender, as the case may be, has timely made such payment and may (but shall
        not
        be so required to), in reliance thereon, make available a corresponding amount
        to the Person entitled thereto. If and to the extent that such payment was
        not
        in fact made to the applicable Administrative Agent in immediately available
        funds, then:

       

      (i)  if
        the
        applicable Borrower failed to make such payment, each Lender shall forthwith
        on
        demand repay to the applicable Administrative Agent the portion of such assumed
        payment that was made available to such Lender in immediately available funds,
        together with interest thereon in respect of each day from and including
        the
        date such amount was made available by the applicable Administrative Agent
        to
        such Lender to the date such amount is repaid to the applicable Administrative
        Agent in immediately available funds at the Federal Funds Rate (or the Canadian
        Prime Rate, in the case of payments with respect to Canadian Dollar denominated
        Canadian Loans, Canadian Swing Line Loans or Canadian Letters of Credit)
        from
        time to time in effect or, if greater, a rate determined by the applicable
        Administrative Agent in accordance with banking industry rules on interbank
        compensation; and

       

      (ii)  if
        any
        Lender failed to make such payment, such Lender shall forthwith on demand
        pay to
        the applicable Administrative Agent the amount thereof in immediately available
        funds, together with interest thereon for the period from the date such amount
        was made available by the applicable Administrative Agent to the applicable
        Borrower to the date such amount is recovered by the applicable Administrative
        Agent (the “Compensation
        Period”)
        at a
        rate per annum equal to the Federal Funds Rate (or the Canadian Prime Rate,
        in
        the case of payments with respect to Canadian Dollar denominated Canadian
        Loans,
        Canadian Swing Line Loans or Canadian Letters of Credit) from time to time
        in
        effect or, if greater, a rate determined by the applicable Administrative
        Agent
        in accordance with banking industry rules on interbank compensation. When
        such
        Lender makes payment to the applicable Administrative Agent (together with
        all
        accrued interest thereon), then such payment amount (excluding the amount
        of any
        interest which may have accrued and been paid in respect of such late payment)
        shall constitute such Lender’s Loan included in the applicable Borrowing. If
        such Lender does not pay such amount forthwith upon the applicable
        Administrative Agent’s demand therefor, the applicable Administrative Agent may
        make a demand therefor upon the applicable Borrower, and the applicable Borrower
        shall pay such amount to the applicable Administrative Agent, together with
        interest thereon for the Compensation Period at a rate per annum equal to
        the
        rate of interest applicable to the applicable Borrowing. Nothing herein shall
        be
        deemed to relieve any Lender from its obligation to fulfill its Commitment
        or to
        prejudice any rights which the applicable Administrative Agent or the applicable
        Borrower may have against any Lender as a result of any default by such Lender
        hereunder.

       

      A
        notice
        of the applicable Administrative Agent to any Lender or any Borrower with
        respect to any amount owing under this Section
        2.12(c)
        shall be
        conclusive, absent manifest error.

       

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

       

      (e)  The
        obligations of the Lenders hereunder to make Loans and to fund participations
        in
        Letters of Credit and Swing Line Loans are several and not joint. The failure
        of
        any Lender to make any Loan or to fund any such participation on any date
        required hereunder shall not relieve any other Lender of its corresponding
        obligation to do so on such date, and no Lender shall be responsible for
        the
        failure of any other Lender to so make its Loan or purchase its
        participation.

       

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

       

      (g)  Whenever
        any payment received by an Administrative Agent under this Agreement or any
        of
        the other Loan Documents is insufficient to pay in full all amounts due and
        payable to such Administrative Agent and the applicable Lenders under or
        in
        respect of this Agreement and the other Loan Documents on any date, such
        payment
        shall be distributed by such Administrative Agent and applied by such
        Administrative Agent and the Lenders in the order of priority set forth in
        Section
        8.03.
        If an
        Administrative Agent receives funds for application to the Obligations of
        the
        Loan Parties under or in respect of the Loan Documents under circumstances
        for
        which the Loan Documents do not specify the manner in which such funds are
        to be
        applied, such Administrative Agent shall distribute such funds to each of
        the
        applicable Lenders in accordance with such Lender’s Pro Rata Share of the sum of
        (a) the Outstanding Amount of all applicable Loans outstanding at such time
        and
        (b) the Outstanding Amount of all applicable L/C Obligations outstanding
        at such
        time, in repayment or prepayment of such of the outstanding applicable Loans
        or
        other applicable Obligations then owing to such Lender.

       

      2.13  Sharing
        of Payments

       

      .
        If,
        other than as expressly provided elsewhere herein, any Lender shall obtain
        on
        account of the Loans made by it, or the participations in L/C Obligations
        or in
        Swing Line Loans held by it, any payment (whether voluntary, involuntary,
        through the exercise of any right of setoff, or otherwise) in excess of its
        ratable share (or other share contemplated hereunder) thereof, such Lender
        shall
        immediately (a) notify each Administrative Agent of such fact, and
        (b) purchase from the other Lenders such participations in the Loans made
        by them and/or such subparticipations in the participations in L/C Obligations
        or Swing Line Loans held by them, as the case may be, as shall be necessary
        to
        cause such purchasing Lender to share the excess payment in respect of such
        Loans or such participations, as the case may be, pro rata with each of them;
        provided
        that
        prior to the CAM Exchange Date, each Lender shall only purchase participations
        in Loans, L/C Obligations and Swing Line Loans under the Facility with respect
        to which they hold a Commitment; provided,
        further,
        however,
        that if
        all or any portion of such excess payment is thereafter recovered from the
        purchasing Lender under any of the circumstances described in Section
        10.06
        (including pursuant to any settlement entered into by the purchasing Lender
        in
        its discretion), such purchase shall to that extent be rescinded and each
        other
        Lender shall repay to the purchasing Lender the purchase price paid therefor,
        together with an amount equal to such paying Lender’s ratable share (according
        to the proportion of (i) the amount of such paying 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, without further interest thereon. Each Borrower
        agrees that any Lender so purchasing a participation from another Lender
        may, to
        the fullest extent permitted by law, exercise all its rights of payment
        (including the right of setoff, but subject to Section
        10.09)
        with
        respect to such participation as fully as if such Lender were the direct
        creditor of the applicable Borrower in the amount of such participation.
        The
        applicable Administrative Agent will keep records (which shall be conclusive
        and
        binding in the absence of manifest error) of participations purchased under
        this
Section 2.13
        and will
        in each case notify the Lenders following any such purchases or repayments.
        Each
        Lender that purchases a participation pursuant to this Section
        2.13
        shall
        from and after such purchase have the right to give all notices, requests,
        demands, directions and other communications under this Agreement with respect
        to the portion of the Obligations purchased to the same extent as though
        the
        purchasing Lender were the original owner of the Obligations
        purchased.

       

      2.14  Increase
        in Term Commitments

       

      .

       

      (a)  Provided
        there exists no Default, upon notice to the U.S. Administrative Agent (which
        shall promptly notify the Term B Lenders), the U.S. Borrower may on up to
        six
        (6) different occasions (in the aggregate with Section
        2.15),
        request additional Term B Loans (the “Incremental
        Term B Loans” and
        the
        related commitments, the “Incremental
        Term Commitments”)
        in an
        amount not exceeding $200,000,000; provided
        that
        (i) after giving effect to any such Incremental Term Commitments, the
        aggregate amount of Incremental Term Commitments and increased U.S. Revolving
        Credit Commitments that have been effected pursuant to this Section 2.14
        and
Section 2.15,
        respectively, shall not exceed $200,000,000 at any time, (ii) any such
        increase shall be in an aggregate amount of $500,000 or any whole multiple
        of
        $100,000 in excess thereof, (iii) the Incremental Term B Loans (A) shall
        rank pari passu or junior in right of payment and right of security in respect
        of the Collateral with the Loans existing immediately prior thereto,
        (B) other than amortization, pricing or maturity date, shall have the same
        terms as Term B Loans existing immediately prior to the effectiveness of
        the
        applicable Incremental Facility Amendment; provided
        that
        (x) if the interest rate spreads relating to such new Incremental Term B
        Loans exceeds the Applicable Rate for the Term B Loans (for the corresponding
        pricing levels) (or any Incremental Term B Loans previously borrowed) by
        more
        than 0.50%, then the Applicable Rate for the Term B Loans (and any Incremental
        Term B Loans previously borrowed) shall be adjusted to be equal to such interest
        rate spreads minus
        0.50%,
        (y) the Incremental Term B Loans shall not have a final maturity date
        earlier than the Maturity Date of the Term B Loans and (iv) the Incremental
        Term B Loans shall not have a Weighted Average Life to Maturity that is shorter
        than that of the then-remaining Weighted Average Life to Maturity of the
        Term B
        Loans and any previously borrowed Incremental Term B Loans. At the time of
        the
        sending of such notice, the U.S. Borrower (in consultation with the U.S.
        Administrative Agent) shall specify the time period within which each Lender
        is
        requested to respond (which shall in no event be less than ten (10) Business
        Days from the date of delivery of such notice to the Lenders). Each Lender
        with
        a Term B Loan shall notify the U.S. Administrative Agent within such time
        period
        whether or not it agrees to such Incremental Term Commitment and, if so,
        whether
        by an amount equal to, greater than, or less than its Pro Rata Share of the
        total Incremental Term B Loans so requested. Any Lender not responding within
        such time period shall be deemed to have declined to increase its Term
        Commitment and, to the extent any Term B Lender declines to make available
        its
        Pro Rata share of such increase the U.S. Borrower may also invite additional
        Eligible Assignees to become Lenders. The U.S. Administrative Agent shall
        notify
        the U.S. Borrower and each Term B Loan Lender of the Lenders’ responses to each
        request made hereunder. Any Term B Lender or additional bank or financial
        institution electing to make available an Incremental Term Commitment (an
        “Additional
        Term Lender”)
        shall
        become a Lender or make its Incremental Term Commitment available, as the
        case
        may be, under this Agreement, pursuant to an amendment (an “Incremental
        Facility Amendment”)
        to
        this Agreement, giving effect to the modifications permitted by this
Section 2.14,
        and, as
        appropriate, the other Loan Documents, executed by, the U.S. Loan Parties,
        each
        Additional Term Lender and the U.S. Administrative Agent. An Incremental
        Facility Amendment may, without the consent of any other Lenders, effect
        such
        amendments to this Agreement and the other Loan Documents as may be necessary
        or
        appropriate, in the opinion of the U.S. Administrative Agent, to effect the
        provisions of this Section (including voting provisions applicable to the
        Additional Term Lenders as a separate Tranche with respect to matters relating
        to such Incremental Term B Loans).

       

      (b)  If
        any
        Incremental Term Commitments are made in accordance with this Section
        2.14,
        the
        U.S. Administrative Agent and the U.S. Borrower shall determine the effective
        date (the “Term
        Commitments Increase Effective Date”)
        and
        the final allocation of such increase. The U.S. Administrative Agent shall
        promptly notify the U.S. Borrower and the Lenders of the final allocation
        of
        such increase and the Term Commitments Increase Effective Date. As a condition
        precedent to such increase, the U.S. Borrower shall deliver to the U.S.
        Administrative Agent a certificate of each Loan Party dated as of the Term
        Commitments Increase Effective Date signed by a Responsible Officer of such
        Loan
        Party (i) certifying and attaching (A) the resolutions adopted by such Loan
        Party approving or consenting to such increase and (B) a pro forma
        Compliance Certificate demonstrating that, upon after giving Pro Forma Effect
        to
        such increase, the Loan Parties would be in compliance with the financial
        covenants set forth in Section 7.11,
        and
        (ii) in the case of the U.S. Borrower, certifying that, before and after
        giving
        effect to such increase, (A) the representations and warranties contained
        in
Article
        V
        and the
        other Loan Documents are true and correct in all material respects on and
        as of
        the Term Commitments Increase Effective Date, except to the extent that such
        representations and warranties specifically refer to an earlier date, in
        which
        case they are true and correct in all material respects as of such earlier
        date,
        and except that for purposes of this Section 2.14,
        the
        representations and warranties contained in subsections (a) and (b) of
Section 5.05
        shall be
        deemed to refer to the most recent statements furnished pursuant to subsections
        (a) and (b), respectively, of Section
        6.01,
        and (B)
        no Default exists.

       

      (c)  This
        Section shall supersede any provisions in Section 10.01
        to the
        contrary.

       

      2.15  Increase
        in Revolving Credit Commitments

       

      .

       

      (a)  Provided
        there exists no Default, upon notice to the U.S. Administrative Agent (which
        shall promptly notify the Lenders), the U.S. Borrower may on up to six (6)
        different occasions (in the aggregate with Section
        2.14)
        request
        an increase in the U.S. Revolving Credit Commitments on the same terms as
        the
        U.S. Revolving Credit Commitments on the Closing Date by an amount not exceeding
        $100,000,000; provided
        that
        (i) after giving effect to any such increase in the U.S. Revolving Credit
        Commitments, the aggregate amount of increased Commitments that have been
        effected pursuant to Section 2.14
        and this
Section 2.15
        shall
        not exceed $200,000,000 at any time and (ii) any such increase shall be in
        an aggregate amount of $500,000 or any whole multiple of $100,000 in excess
        thereof. At the time of the sending of such notice, the U.S. Borrower (in
        consultation with the U.S. Administrative Agent) shall specify the time period
        within which each Lender is requested to respond (which shall in no event
        be
        less than ten (10) Business Days from the date of delivery of such notice
        to the
        Lenders). Each Lender with a U.S. Revolving Loan Commitment shall notify
        the
        U.S. Administrative Agent within such time period whether or not it agrees
        to
        increase its U.S. Revolving Credit Commitment and, if so, whether by an amount
        equal to, greater than, or less than its Pro Rata Share of such requested
        increase. Any Lender not responding within such time period shall be deemed
        to
        have declined to increase its U.S. Revolving Credit Commitment and, to the
        extent any such Lender declines to accept its Pro Rata Share of such increase,
        the U.S. Borrower may also invite additional Eligible Assignees to become
        U.S.
        Revolving Credit Lenders. Any new U.S. Revolving Credit Lender shall become
        a
        Lender hereunder pursuant to a joinder agreement in form and substance
        reasonably satisfactory to the U.S. Administrative Agent and its counsel,
        which
        joinder shall not require the consent of any Lenders other than those
        participating in the incremental Revolving Credit Commitments. The U.S.
        Administrative Agent shall notify the U.S. Borrower and each Lender of the
        Lenders’ responses to each request made hereunder. 

       

      (b)  If
        the
        U.S. Revolving Credit Commitments are increased in accordance with this
Section
        2.15,
        the
        U.S. Administrative Agent and the U.S. Borrower shall determine the effective
        date (the “Revolving
        Credit Commitments Increase Effective Date”)
        and
        the final allocation of such increase. The U.S. Administrative Agent shall
        promptly notify the U.S. Borrower and the Lenders of the final allocation
        of
        such increase and the Revolving Credit Commitments Increase Effective Date.
        As a
        condition precedent to such increase, the U.S. Borrower shall deliver to
        the
        U.S. Administrative Agent a certificate of each Loan Party dated as of the
        Revolving Credit Commitments Increase Effective Date signed by a Responsible
        Officer of such Loan Party (i) certifying and attaching (A) the
        resolutions adopted by such Loan Party approving or consenting to such increase
        and (B) a pro forma Compliance Certificate demonstrating that, after giving
        pro forma effect to such increase, the Loan Parties would be in compliance
        with
        the financial covenants set forth in Section 7.11,
        and
        (ii) in the case of the U.S. Borrower, certifying that, before and after
        giving effect to such increase, (A) the representations and warranties
        contained in Article
        V
        and the
        other Loan Documents are true and correct in all material respects on and
        as of
        the Revolving Credit Commitments Increase Effective Date, except to the extent
        that such representations and warranties specifically refer to an earlier
        date,
        in which case they are true and correct in all material respects as of such
        earlier date, and except that for purposes of this Section
        2.15,
        the
        representations and warranties contained in subsections (a) and (b) of
Section
        5.05
        shall be
        deemed to refer to the most recent statements furnished pursuant to subsections
        (a) and (b), respectively, of Section
        6.01,
        and (B)
        no Default exists. On each Revolving Credit Commitments Increase Effective
        Date,
        each of the Lenders having a U.S. Revolving Credit Commitment prior to such
        Revolving Credit Commitments Increase Effective Date (the “Pre-Increase
        Revolving Lenders”)
        shall
        assign to any Lender which is acquiring a new or additional Revolving Credit
        Commitment on the Revolving Credit Commitments Increase Effective Date (the
        “Post-Increase
        Revolving Lenders”),
        and
        such Post-Increase Revolving Lenders shall purchase from each Pre-Increase
        Revolving Lenders, at the principal amount thereof, such interests in the
        U.S.
        Revolving Loans and participation interests in U.S. L/C Obligations and U.S.
        Swing Line Loans outstanding on such Revolving Credit Commitments Increase
        Effective Date as shall be necessary in order that, after giving effect to
        all
        such assignments and purchases, such U.S. Revolving Loans and participation
        interests in U.S. L/C Obligations and U.S. Swing Line Loans will be held
        by
        Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably
        in
        accordance with their U.S. Revolving Credit Commitments after giving effect
        to
        such increased U.S. Revolving Credit Commitments. 

       

      (c)  This
        Section
        2.15
        shall
        supersede any provisions in Section 10.01
        to the
        contrary.

       

      (d)  For
        the
        avoidance of doubt, the First Increased Revolving Credit Commitments shall
        not
        be deemed to have been incurred pursuant to this Section
        2.15
        for any
        purpose under this Agreement.

       

      2.16  Canadian
        BAs

       

      .

       

      (a)  Not
        in
        limitation of any other provision of this Agreement, but in furtherance thereof,
        the provisions of this Section
        2.16
        shall
        further apply to the acceptance, rolling over and conversion of Canadian
        BAs.

       

      (b)  If
        the
        Canadian Administrative Agent receives a Committed Loan Notice from a Canadian
        Borrower requesting a Borrowing or a rollover of or a conversion into a Canadian
        Loan by way of Canadian BAs, the Canadian Administrative Agent shall notify
        each
        of the applicable Canadian Lenders, prior to 11:00 a.m., New York City time,
        on
        the second Business Day prior to the date of such Credit Extension, of such
        request and of each such Canadian Lender’s Pro Rata Share of such Canadian Loan.
        Each applicable Canadian Lender shall, not later than 11:00 a.m., New York
        City
        time, on the date of each Canadian Loan by way of Canadian BAs (whether in
        respect of the Credit Extension or pursuant to a rollover or conversion),
        accept
        drafts of a Canadian Borrower which are presented to it for acceptance and
        which
        have an aggregate face amount equal to such Canadian Lender’s Pro Rata Share of
        the total Credit Extension being made available by way of Canadian BAs on
        such
        date. With respect to each drawdown of, rollover of or conversion into Canadian
        BAs, each such Canadian Lender shall not be required to accept any draft
        which
        has a face amount which is not in an integral multiple of Cdn$100,000. It
        shall
        be the responsibility of each Canadian Lender to arrange, in accordance with
        normal market practice, for the sale on the date of each Canadian Loan by
        way of
        Canadian BAs of the Canadian BAs issued by the applicable Canadian Borrower
        and
        to be accepted by that Canadian Lender, failing which such Canadian Lender
        shall purchase such Canadian BAs in accordance with normal market practice
        at or
        about 10:00 a.m. (New York City time) on the date of such Canadian Loan (and
        for
        greater certainty, all such references in this Agreement to the “acceptance” of
        Canadian BAs shall be deemed to include the “purchase” of Canadian BAs, as the
        context may require). Concurrent with the acceptance of drafts of a Canadian
        Borrower as aforesaid, each applicable Canadian Lender shall make available
        to
        the Canadian Administrative Agent the aggregate Notional BA Proceeds with
        respect to the Canadian BAs being accepted and sold or purchased by such
        Canadian Lender (net of the aggregate amount required to repay such Canadian
        Lender’s outstanding Canadian BAs that are maturing on such date and/or Canadian
        Prime Rate Loans of such Canadian Lender that are being converted on such
        date).
        The Canadian Administrative Agent shall, upon fulfillment by a Canadian Borrower
        of the applicable terms and conditions set forth in Article
        IV,
        make
        such amount, if any, received from the applicable Canadian Lenders available
        to
        a Canadian Borrower on the date of such Credit Extension by crediting the
        designated account of the Canadian Borrower. Each Canadian BA to be accepted
        by
        any Canadian Lender shall be accepted by such Canadian Lender at its Domestic
        Office located in Canada.

       

      (c)  To
        facilitate the acceptance of Canadian BAs hereunder, each Canadian Borrower
        hereby appoints each Canadian Lender as its attorney to sign and endorse
        on its
        behalf, as and when considered necessary by the Canadian Lender, an appropriate
        number of drafts in the form prescribed by that Canadian Lender. Each Canadian
        Lender may, at its option, execute any draft in handwriting or by the facsimile
        or mechanical signature of any of its authorized officers, and the Canadian
        Lenders are hereby authorized to accept or pay, as the case may be, any draft
        of
        a Canadian Borrower which purports to bear such a signature notwithstanding
        that
        any such individual has ceased to be an authorized officer of the Canadian
        Lender, in which case any such draft or Canadian BA shall be as valid as
        if he
        or she were an authorized officer at the date of issue of the draft or Canadian
        BA. Any drafts or Canadian BA signed by a Canadian Lender as attorney for
        a
        Canadian Borrower, whether signed in handwriting or by the facsimile or
        mechanical signature of an authorized officer of a Canadian Lender, may be
        dealt
        with by the Canadian Administrative Agent or any Canadian Lender to all intents
        and purposes and shall bind the Canadian Borrower as if duly signed and issued
        by a Canadian Borrower. The receipt by the Canadian Administrative Agent
        of a
        request for a Borrowing by way of Canadian BAs shall be each applicable Canadian
        Lender’s sufficient authority to execute, and each applicable Canadian Lender
        shall, subject to the terms and conditions of this Agreement, execute drafts
        in
        accordance with such request and the advice of the Canadian Revolving
        Administrative Agent given pursuant to this Section
        2.16
        and the
        drafts so executed shall thereupon be deemed to have been presented for
        acceptance.

       

      (d)  Each
        Canadian Borrower and each applicable Canadian Lender hereby acknowledge
        and
        agree that from time to time certain Canadian Lenders may not be authorized
        to
        or may, as a matter of general corporate policy, elect not to accept Canadian
        BA
        drafts, and the Canadian Borrower and each applicable Canadian Lender agrees
        that any such Canadian Lender may purchase Acceptance Notes of a Canadian
        Borrower in accordance with the provisions of Section
        2.16(e)
        in lieu
        of accepting Canadian BAs for its account.

       

      (e)  In
        the
        event that any Canadian Lender described in Section
        2.16(d)
        above
        is unable to, or elects as a matter of general corporate policy not to, accept
        Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs
        hereunder, but rather, if a Canadian Borrower requests the acceptance of
        such
        Canadian BAs, such Canadian Borrower shall deliver to such Canadian Lender
        non-interest bearing promissory notes (each, an “Acceptance
        Note”)
        of
        such Canadian Borrower, substantially in the form of Exhibit N
        to the
        Original Credit Agreement, having the same maturity as the Canadian BAs that
        would otherwise be accepted by such Canadian Lender and in an aggregate
        principal amount equal to the undiscounted face amount of such Canadian BAs.
        Each such Canadian Lender hereby agrees to purchase each Acceptance Note
        from
        any Canadian Borrower at a purchase price equal to the Notional BA Proceeds
        for
        a Lender which would have been applicable if a Canadian BA draft had been
        accepted by such Lender and such Acceptance Notes shall be governed by the
        provisions of this Article
        II
        as if
        they were Canadian BAs. Each
        Canadian Borrower and each applicable Canadian Lender hereby acknowledge
        and
        agree that from time to time certain Canadian Lenders may elect not
        to receive any Acceptance Notes, and each Canadian Borrower and each
        applicable Canadian Lender agree that with respect to any such Canadian
        Lender, in lieu of receiving Acceptance Notes, the applicable Canadian
        Loan may be evidenced by a loan account which such Canadian Lender shall
        maintain in its name, and in such event such loan account shall be entitled
        to
        all the benefits of Acceptance Notes.

       

      (f)  On
        the
        date of maturity of each Canadian BA, the applicable Canadian Borrower shall
        pay
        to the Canadian Administrative Agent, for the account of the holder of such
        Canadian BA, Canadian Dollars in an amount equal to the face amount of such
        Canadian BA, provided that the applicable Canadian Borrower may, at its option,
        so reimburse the applicable Canadian Lenders, in whole or in part, by delivering
        to the Canadian Administrative Agent a Committed Loan Notice contemplated
        in
Section
        2.02(g).
        The
        obligation of the applicable Canadian Borrower to make such payment shall
        not be
        prejudiced by the fact that the holder of any such Canadian BA is the Canadian
        Lender that accepted such Canadian BA. No days of grace shall be claimed
        by the
        Canadian Borrower for the payment at maturity of any Canadian BA. If the
        applicable Canadian Borrower does not make such payment and has not given
        such
        conversion notice, the amount of such required payment shall be deemed to
        be a
        Canadian Prime Rate Loan made to the applicable Canadian Borrower by the
        Canadian Lenders that accepted such Canadian BA or purchased such Acceptance
        Note. The Canadian Borrowers hereby confirm the application of the proceeds
        of
        such Canadian Prime Rate Loan in payment of the liability of such Canadian
        Borrower with respect to the related Canadian BA or Acceptance
        Note.

       

      2.17  Additional
        Canadian Borrowers

       

      .
        The
        U.S. Borrower may, at its sole option, elect to cause any Canadian Subsidiary
        of
        the U.S. Borrower to become a Canadian Borrower hereunder by executing and
        delivering to the U.S. Administrative Agent (in each case to the extent not
        previously executed and delivered by such Canadian Subsidiary) a joinder
        agreement to this Agreement, the Canadian Guaranty and the applicable Collateral
        Documents, in each case, in form and substance satisfactory to the Canadian
        Administrative Agent, together with such customary opinions and other documents
        as the Canadian Administrative Agent may reasonably request.

       

      ARTICLE
        III  

       

      TAXES,
        INCREASED COSTS PROTECTION AND ILLEGALITY

       

      3.01  Taxes

       

      .

       

      (a)  Except
        as
        provided in this Section
        3.01
        or as
        otherwise expressly provided in this Agreement, any and all payments by the
        Borrowers to or for the account of any Agent or any Lender under any Loan
        Document shall be made free and clear of and without reduction for or on
        account
        of any and all present or future taxes, duties, levies, imposts, deductions,
        assessments, fees, withholdings or similar charges, and all liabilities
        (including additions to tax, penalties and interest) with respect thereto,
        excluding,
        in the
        case of each Agent and each Lender, taxes imposed on or measured by its net
        income (including branch profits), and capital and franchise (and similar)
        taxes
        imposed on it in lieu of net income taxes, by the jurisdiction (or any political
        subdivision thereof) under the Laws of which such Agent or such Lender, as
        the
        case may be, is organized or maintains a lending office, and all liabilities
        (including additions to tax, penalties and interest) with respect thereto
        (all
        such non-excluded taxes, duties, levies, imposts, deductions, assessments,
        fees,
        withholdings or similar charges, and liabilities being hereinafter referred
        to
        as “Taxes”).
        If
        the Borrowers shall be required by any Laws to deduct or withhold any Taxes
        from
        or in respect of any sum payable under any Loan Document to any Agent or
        any
        Lender, (i) the sum payable shall be increased as necessary so that after
        making
        all required deductions or withholdings (including amounts applicable to
        additional sums payable under this Section
        3.01),
        each
        of such Agent and such Lender receives an amount equal to the sum it would
        have
        received had no such deductions or withholdings been made, (ii) the Borrowers
        shall make such deductions, (iii) the Borrowers shall pay the full amount
        deducted or withheld to the relevant taxation authority or other authority
        in
        accordance with applicable Laws, and (iv) within thirty (30) days after the
        date
        of such payment, the Borrowers shall furnish to such Agent or Lender (as
        the
        case may be) the original or a certified copy of a receipt evidencing payment
        thereof to the extent such a receipt is issued therefor, or other written
        proof
        of payment thereof that is reasonably satisfactory to the applicable
        Administrative Agent.

       

      (b)  In
        addition, each Borrower agrees to pay any and all present or future stamp,
        court
        or documentary taxes and any other excise, sales, goods and services, property,
        intangible or mortgage recording taxes or charges or similar levies which
        arise
        from any payment made under any Loan Document or from the execution, delivery,
        performance, enforcement or registration of, or otherwise with respect to
        the
        exercise by an Agent or a Lender of its rights under, any Loan Document
        (hereinafter referred to as “Other
        Taxes”).

       

      (c)  Each
        Borrower agrees to indemnify each Agent and each Lender for (i) the full
        amount
        of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted
        by any jurisdiction on amounts payable under this Section
        3.01)
        paid by
        such Agent or such Lender, and (ii) any liability (including additions to
        tax,
        penalties, interest and expenses) arising therefrom or with respect thereto,
        in
        each case whether or not such Taxes or Other Taxes were correctly or legally
        imposed or asserted by the relevant Governmental Authority; provided
        such
        Agent or Lender, as the case may be, provides applicable Borrower with a
        written
        statement thereof setting forth in reasonable detail the basis and calculation
        of such amounts. Payment under this Section
        3.01(c)
        shall be
        made within thirty (30) days after the date such Lender or such Agent makes
        a
        written demand therefor.

       

      (d)  No
        Borrower shall be required pursuant to this Section
        3.01
        to pay
        any additional amount to, or to indemnify, any Lender or Agent, as the case
        may
        be, to the extent that such Lender or such Agent becomes subject to Taxes
        subsequent to the Closing Date (or, if later, the date such Lender or Agent
        becomes a party to this Agreement) as a result of a change in the place of
        organization of such Lender or Agent or a change in the lending office of
        such
        Lender, except to the extent that any such change is requested or required
        by a
        Borrower (and provided
        that
        nothing in this clause
        (d)
        shall be
        construed as relieving any Borrower from any obligation to make such payments
        or
        indemnification (i) in accordance with Section
        3.04
        in the
        event of a change that is a change in Law and (ii) in accordance with the
        other
        provisions of this Section
        3.01
        in
        connection with an assignment made pursuant to a CAM Exchange).

       

      (e)  If
        the
        forms provided by a Lender or an Agent pursuant to Section 10.15(a)
        at the
        time such Lender or such Agent, as the case may be, first becomes a party
        to
        this Agreement (or first becomes a U.S. Lender other than as a result of
        a CAM
        Exchange) indicate a United States withholding tax rate in excess of zero,
        United States withholding tax at such rate shall be considered excluded from
        Taxes unless and until such Lender or Agent, as the case may be, 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 forms; provided,
        however,
        that,
        if at the date of the Assignment and Acceptance pursuant to which a Lender
        becomes a party to this Agreement, the Lender assignor was entitled to payments
        under clause (a)
        of this
Section
        3.01
        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
        United
        States 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.

       

      (f)  Notwithstanding
        any provision of this Section
        3.01
        (except
        the last sentence of this Section
        3.01(f)),
        no
        Canadian Loan Party shall have any obligation to gross-up, pay or indemnify
        any
        Secured Party (including, for such purpose, any L/C Issuer, Participant or
        SPC),
        their successors and assigns, that is not a Canadian Person for Taxes imposed
        pursuant to Part XIII of the Income
        Tax Act
        (Canada)
        (or any successor provision thereto) as a result of such Secured Party not
        being
        a Canadian Person, unless such Canadian Loan Party otherwise agrees in writing
        to do so, and each Canadian Loan Party shall deduct or withhold any such
        Taxes
        required by any Laws to be deducted or withheld by it. Each Secured Party
        (including any L/C Issuer, Participant or SPC) shall, upon request by a Canadian
        Loan Party, confirm to the Canadian Loan Party if it is or is not a Canadian
        Person and indemnify each Canadian Loan Party in respect of any inaccuracy
        of
        such confirmation. This Section
        3.01(f)
        shall
        not apply to any Secured Party (including any L/C Issuer, Participant or
        SPC)
        which becomes a Secured Party (including any L/C Issuer, Participant or SPC)
        as
        a result of an assignment made in connection with a CAM Exchange.

       

      (g)  If
        any
        Lender or Agent determines that it has received a refund or overpayment credit
        in respect of any Taxes or Other Taxes as to which indemnification or additional
        amounts have been paid to it by the Borrowers pursuant to this Section 3.01,
        it
        shall promptly remit the amount of such refund or credit (including any interest
        included in such refund or credit) to the applicable Borrower (to
        the
        extent that it reasonably determines that it can do so without prejudice
        to the
        retention of the refund or credit),
        net of
        all out-of-pocket expenses of the Lender or Agent, as the case may be;
provided,
        however,
        that
        the applicable Borrower, upon the request of the Lender or Agent, as the
        case
        may be, agrees promptly to return such refund or credit to such party in
        the
        event such party is required to repay such refund or credit to the relevant
        taxing authority. Such Lender or Agent, as the case may be, shall, at the
        applicable Borrower’s request, provide the applicable Borrower with a copy of
        any notice of assessment or other evidence of the requirement to repay such
        refund or credit received from the relevant taxing authority (provided
        that
        such Lender or Agent may delete any information therein that such Lender
        or
        Agent deems confidential). Nothing
        herein contained shall interfere with the right of a Lender or Agent to arrange
        its tax affairs in whatever manner it thinks fit nor oblige any Lender or
        Agent
        to claim any tax refund or to disclose any information relating to its tax
        affairs or any computations in respect thereof or require any Lender or Agent
        to
        do anything that would prejudice its ability to benefit from any other refunds,
        credits, reliefs, remissions or repayments to which it may be
        entitled.

       

      (h)  Each
        Lender agrees that, upon the occurrence of any event giving rise to the
        operation of Section
        3.01(a)
        or
(c)
        with
        respect to such Lender it will, if requested by any Borrower, use commercially
        reasonable efforts (subject to such Lender’s overall internal policies of
        general application and legal and regulatory restrictions) to avoid the
        consequences of such event, including to designate another Lending Office
        for
        any Loan or Letter of Credit affected by such event; provided
        that
        such efforts are made on terms that, in the reasonable judgment of such Lender,
        cause such Lender and its Lending Office(s) to suffer no material economic,
        legal or regulatory disadvantage; and provided,
        further,
        that
        nothing in this Section
        3.01(h)
        shall
        affect or postpone any of the Obligations of any Borrower or the rights of
        such
        Lender pursuant to Sections
        3.01(a)
        and
(c).

       

      3.02  Illegality

       

      .
        If any
        Lender determines that any Law has made it unlawful, or that any Governmental
        Authority has asserted that it is unlawful, for any Lender or its applicable
        Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
        or charge interest rates based upon the Eurodollar Rate, then, on notice
        thereof
        by such Lender to the U.S. Borrower through the applicable Administrative
        Agent,
        any obligation of such Lender to make or continue Eurodollar Rate Loans or
        to
        convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until
        such
        Lender notifies the applicable Administrative Agent and the applicable Borrower
        that the circumstances giving rise to such determination no longer exist.
        Upon
        receipt of such notice, the applicable Borrower shall, upon demand from such
        Lender (with a copy to the applicable Administrative Agent), prepay or, if
        applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
        Loans,
        either on the last day of the Interest Period therefor, if such Lender may
        lawfully continue to maintain such Eurodollar Rate Loans to such day, or
        immediately, if such Lender may not lawfully continue to maintain such
        Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable
        Borrower shall also pay accrued interest on the amount so prepaid or converted.
        Each Lender agrees to designate a different Lending Office if such designation
        will avoid the need for such notice and will not, in the good faith judgment
        of
        such Lender, otherwise be materially disadvantageous to such
        Lender.

       

      3.03  Inability
        To Determine Rates

       

      .

       

      (a)  If
        the
        applicable Requisite Class Lenders determine that for any reason adequate
        and
        reasonable means do not exist for determining the Eurodollar Rate for any
        requested Interest Period with respect to a proposed Eurodollar Rate Loan,
        or
        that the Eurodollar Rate for any requested Interest Period with respect to
        a
        proposed Eurodollar Rate Loan does not adequately and fairly reflect the
        cost to
        such Lenders of funding such Loan, or that Dollar deposits are not being
        offered
        to banks in the London interbank eurodollar market for the applicable amount
        and
        the Interest Period of such Eurodollar Rate Loan, the applicable Administrative
        Agent will promptly so notify the applicable Borrower and each Lender.
        Thereafter, the obligation of the Lenders to make or maintain Eurodollar
        Rate
        Loans shall be suspended until the applicable Administrative Agent (upon
        the
        instruction of the applicable Requisite Class Lenders) revokes such notice.
        Upon
        receipt of such notice, the applicable Borrower may revoke any pending request
        for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans
        or,
        failing that, will be deemed to have converted such request into a request
        for a
        Borrowing of Base Rate Loans in the amount specified therein.

       

      (b)  If
        the
        Canadian Administrative Agent shall have determined in good faith that by
        reason
        of circumstances affecting the Canadian money market, there is no market
        for
        Canadian BAs, then the right of the Canadian Borrowers to request the acceptance
        of Canadian BAs and the acceptance thereof shall be suspended until the Canadian
        Administrative Agent determines that the circumstances causing such suspension
        no longer exist and the Canadian Administrative Agent so notifies the Canadian
        Borrowers.

       

      3.04  Increased
        Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate
        Loans

       

      .

       

      (a)  If
        any
        Lender determines that as a result of the introduction of or any change in
        or in
        the interpretation of any Law, in each case after the date hereof, or such
        Lender’s compliance therewith, there shall be any increase in the cost to such
        Lender of agreeing to make or making, funding or maintaining Eurodollar Rate
        Loans or issuing or participating in Letters of Credit or accepting and
        purchasing or selling any Canadian BA, or a reduction in the amount received
        or
        receivable by such Lender in connection with any of the foregoing (excluding
        for
        purposes of this Section
        3.04(a)
        any such
        increased costs or reduction in amount resulting from (i) Taxes or Other
        Taxes
        (as to which Section
        3.01
        shall
        govern), (ii) changes in the basis of taxation of net income or gross income
        (including branch profits), capital and franchise (and similar) taxes imposed
        in
        lieu of net income taxes, by the United States or any foreign jurisdiction
        or
        any political subdivision of either thereof under the Laws of which such
        Lender
        is organized or maintains a lending office, and (iii) reserve requirements
        contemplated by Section
        3.04(c)),
        then
        from time to time upon demand of such Lender setting forth in reasonable
        detail
        such increased costs (with a copy of such demand to the applicable
        Administrative Agent given in accordance with Section 3.06),
        the
        U.S. Borrower (in the case of any payment to any U.S. Lender) or the Canadian
        Borrowers (in the case of any payment to a Canadian Lender) shall pay to
        such
        Lender such additional amounts as will compensate such Lender for such increased
        cost or reduction.

       

      (b)  If
        any
        Lender determines that the introduction of any Law regarding capital adequacy,
        reserve requirements or similar requirements or any change therein or in
        the
        interpretation thereof, in each case after the date hereof, or compliance
        by
        such Lender (or its Lending Office) therewith, has the effect of reducing
        the
        rate of return on the capital of such Lender or any corporation controlling
        such
        Lender as a consequence of such Lender’s obligations hereunder (taking into
        consideration its policies with respect to capital adequacy and such Lender’s
        desired return on capital), then from time to time upon demand of such Lender
        setting forth in reasonable detail the charge and the calculation of such
        reduced rate of return (with a copy of such demand to the applicable
        Administrative Agent given in accordance with Section 3.06),
        the
        U.S. Borrower (in the case of any payment to any U.S. Lender) or the Canadian
        Borrowers (in the case of any payment to a Canadian Lender) shall pay to
        such
        Lender such additional amounts as will compensate such Lender for such
        reduction.

       

      (c)  The
        U.S.
        Borrower (in the case of any payment to any U.S. Lender) or the Canadian
        Borrowers (in the case of any payment to a Canadian Lender) shall pay to
        each
        Lender, as long as such Lender shall be required to maintain reserves with
        respect to liabilities or assets consisting of or including Eurocurrency
        funds
        or deposits (currently known as “Eurocurrency
        liabilities”),
        additional interest on the unpaid principal amount of each Eurodollar Rate
        Loan
        equal to the actual costs of such reserves allocated to such Loan by such
        Lender
        (as determined by such Lender in good faith, which determination shall be
        conclusive in the absence of manifest error), which shall be due and payable
        on
        each date on which interest is payable on such Loan; provided
        the
        applicable Borrower shall have received at least fifteen (15) days’ prior notice
        (with a copy to the applicable Administrative Agent) of such additional interest
        from such Lender. If a Lender fails to give notice fifteen (15) days prior
        to
        the relevant Interest Payment Date, such additional interest shall be due
        and
        payable fifteen (15) days from receipt of such notice.

       

      (d)  No
        Borrower shall be required to compensate a Lender pursuant to Section
        3.04(a),
        (b),
        (c)
        or
(d)
        for any
        such increased cost or reduction incurred more than one hundred eighty (180)
        days prior to the date that such Lender demands, or notifies such Borrower
        of
        its intention to demand, compensation therefor; provided
        that, if
        the circumstance giving rise to such increased cost or reduction is retroactive,
        then such 180-day period referred to above shall be extended to include the
        period of retroactive effect thereof.

       

      (e)  If
        any
        Lender requests compensation under this Section
        3.04,
        then
        such Lender will, if requested by the U.S. Borrower, use commercially reasonable
        efforts to designate another Lending Office for any Loan or Letter of Credit
        affected by such event; provided
        that
        such efforts are made on terms that, in the reasonable judgment of such Lender,
        do not cause such Lender and its Lending Office(s) to suffer to material
        economic, legal or regulatory disadvantage, and provided further
        that
        nothing in this Section
        3.04(e)
        shall
        affect or postpone any of the Obligations of any Borrower or the rights of
        such
        Lender pursuant to Section
        3.04(a),
        (b)
        or
(c).

       

      3.05  Funding
        Losses

       

      . Upon
        demand of any Lender (with a copy to the U.S.
        Administrative
        Agent) from time to time, the U.S.
        Borrower
        shall promptly compensate such Lender for and hold such Lender harmless from
        any
        loss, cost or expense incurred by it as a result of:

       

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

       

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

       

      including
        any
        loss
or
        expense arising from the liquidation or reemployment of funds obtained by
        it to
        maintain such Loan or from fees payable to terminate the deposits from which
        such funds were obtained.

       

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

       

      3.06  Matters
        Applicable to All Requests for Compensation

       

      .

       

      (a)  A
        certificate of any Agent or any Lender claiming compensation under this
Article
        III
        and
        setting forth the additional amount or amounts to be paid to it hereunder
        shall
        be conclusive in the absence of manifest error. In determining such amount,
        such
        Agent or such Lender may use any reasonable averaging and attribution
        methods.

       

      (b)  With
        respect to any Lender’s claim for compensation under Section
        3.01,
        3.02,
        3.03
        or
3.04,
        no
        Borrower shall be required to compensate such Lender for any amount incurred
        more than one hundred eighty (180) days prior to the date that such Lender
        notifies such Borrower of the event that gives rise to such claim; provided
        that, if
        the circumstances giving rise to such claim are retroactive, then such 180-day
        period shall be extended to include the period of retroactive effect thereof.
        If
        any
        Lender requests compensation by any Borrower under Section 3.04,
        such
        Borrower may, by notice to such Lender (with a copy to the applicable
        Administrative Agent), suspend the obligation of such Lender to make or continue
        from one Interest Period to another Eurodollar Rate Loans, or to convert
        Base
        Rate Loans into Eurodollar Rate Loans, until the event or condition giving
        rise
        to such request ceases to be in effect (in which case the provisions of
Section
        3.06(c)
        shall be
        applicable); provided
        that
        such suspension shall not affect the right of such Lender to receive the
        compensation so requested.

       

      (c)  If
        the
        obligation of any Lender to make or continue
        from one Interest Period to another
        any
        Eurodollar Rate Loan, or to convert Base Rate Loans into Eurodollar Rate
        Loans
        shall be suspended pursuant to Section
        3.06(b)
        hereof,
        such Lender’s Eurodollar Rate Loans shall be automatically converted into Base
        Rate Loans on the last day(s) of the then current Interest Period(s) for
        such
        Eurodollar Rate Loans (or, in the case of an immediate conversion required
        by
Section
        3.02,
        on such
        earlier date as required by Law) and, unless and until such Lender gives
        notice
        as provided below that the circumstances specified in Section
        3.01,
        3.02,
        3.03
        or
3.04
        hereof
        that gave rise to such conversion no longer exist:

       

      (i)  to
        the
        extent that such Lender’s Eurodollar Rate Loans have been so converted, all
        payments and prepayments of principal that would otherwise be applied to
        such
        Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans;
        and

       

      (ii)  all
        Loans
        that would otherwise be made or continued
        from one Interest Period to another
        by such
        Lender as Eurodollar Rate Loans shall be made or continued instead as Base
        Rate
        Loans, and all Base Rate Loans of such Lender that would otherwise be converted
        into Eurodollar Rate Loans shall remain as Base Rate Loans.

       

      (d)  If
        any
        Lender gives notice to any Borrower (with a copy to the Agent) that the
        circumstances specified in Section
        3.01,
        3.02,
        3.03
        or
3.04
        hereof
        that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant
        to this Section
        3.06
        no
        longer exist (which such Lender agrees to do promptly upon such circumstances
        ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders
        are
        outstanding, such Lender’s Base Rate Loans shall be automatically converted, on
        the first day(s) of the next succeeding Interest Period(s) for such outstanding
        Eurodollar Rate Loans, to the extent necessary so that, after giving effect
        thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and
        by such
        Lender are held pro rata (as to principal amounts, interest rate basis, and
        Interest Periods) in accordance with their respective Commitments.

       

      3.07  Replacement
        of Lenders Under Certain Circumstances

       

      .

       

      (a)  If
        at any
        time (i) any Borrower becomes obligated to pay additional amounts or
        indemnity payments described in Section
        3.01
        or
3.04
        as a
        result of any condition described in such Sections or any Lender ceases to
        make
        Eurodollar Rate Loans as a result of any condition described in Section 3.02
        or
3.03,
        or (ii)
        any Lender becomes a Defaulting Lender, then the applicable Borrower may,
        on ten
        (10) Business Days’ prior written notice to the applicable Administrative Agent
        and such Lender, either (i) replace such Lender by causing such Lender to
        (and such Lender shall be obligated to) assign pursuant to Section 10.07(b)
        (with
        the assignment fee to be paid by the applicable Borrower in such instance)
        all
        of its rights and obligations under this Agreement to one or more Eligible
        Assignees; provided
        that no
        Administrative Agent or Lender shall have any obligation to such Borrower
        to
        find a replacement Lender or other such Person or (ii) terminate the
        Commitment of such Lender and repay all obligations of such Borrower owing
        to
        such Lender relating to the Loans and participations held by such Lender
        as of
        such termination date.

       

      (b)  Any
        Lender being replaced pursuant to Section
        3.07(a)
        above
        shall (i) execute and deliver an Assignment and Assumption with respect to
        such Lender’s Commitment and outstanding Loans and participations in L/C
        Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing
        such Loans to the applicable Borrower(s) or applicable Administrative Agent.
        Pursuant to such Assignment and Assumption, (i) the assignee Lender shall
        acquire all or a portion, as the case may be, of the assigning Lender’s
        Commitment and outstanding Loans and participations in L/C Obligations and
        Swing
        Line Loans, (ii) all obligations of the applicable Borrower(s) owing to the
        assigning Lender relating to the Loans and participations so assigned shall
        be
        paid in full by the assignee Lender to such assigning Lender concurrently
        with
        such assignment and assumption and (iii) upon such payment and, if so
        requested by the assignee Lender, delivery to the assignee Lender of the
        appropriate Note or Notes executed by the applicable Borrower or Borrowers,
        the
        assignee Lender shall become a Lender hereunder and the assigning Lender
        shall
        cease to constitute a Lender hereunder with respect to such assigned Loans,
        Commitments and participations, except with respect to indemnification
        provisions under this Agreement, which shall survive as to such assigning
        Lender.

       

      (c)  Notwithstanding
        anything to the contrary contained above, (i) no Lender that acts as an L/C
        Issuer may be replaced hereunder at any time that it has any Letter of Credit
        outstanding hereunder unless arrangements satisfactory to such L/C Issuer
        (including the furnishing of a back-up standby letter of credit in form and
        substance, and issued by an issuer reasonably satisfactory to such L/C Issuer
        or
        the depositing of cash collateral into a cash collateral account in amounts
        and
        pursuant to arrangements reasonably satisfactory to such L/C Issuer) have
        been
        made with respect to such outstanding Letter of Credit and (ii) the Lenders
        that
        act as the Administrative Agents may not be replaced hereunder except in
        accordance with the terms of Section
        9.09.

       

      3.08  Survival

       

      .
        All of
        the Borrowers’ obligations under this Article
        III
        shall
        survive termination of the Aggregate Commitments and repayment of all other
        Obligations hereunder.

       

      ARTICLE
        IV  

       

      CONDITIONS
        PRECEDENT TO EFFECTIVENESS
        AND TO CREDIT EXTENSIONS

       

      The
        obligations of each Lender to make its initial Credit Extension under the
        Original Credit Agreement are set forth in Section
        4.01
        of the
        Original Credit Agreement.

       

      4.01  Conditions
        to
        Effectiveness

       

      (a)  .
        This
        Agreement and the First Increased Revolving Credit Commitment shall become
        effective when each of the conditions set forth below shall have been
        satisfied:

       

      (i)  The
        U.S.
        Administrative Agent shall have received from each Loan Party, either (x)
        a
        counterpart of this Agreement signed on behalf of such party or (y) written
        evidence satisfactory to the Administrative Agent (which may include telecopy
        transmission of a signed signature page of this Amendment) that such party
        has
        signed a counterpart of this Agreement;

       

      (ii)  The
        U.S.
        Administrative Agent shall have received signed counterparts (which need
        not be
        originals) of a consent to this Agreement from Lenders under the Original
        Credit
        Agreement constituting the Required Lenders under the Original Credit Agreement;
        

       

      (iii)  All
        corporate and other proceedings taken or to be taken in connection with this
        Agreement and all documents
        incidental thereto, whether or not referred to herein, shall be satisfactory
        in
        form and substance to the Administrative Agent; and 

       

      (iv)  The
        U.S.
        Administrative Agent shall have received an officer’s certificate from a duly
        authorized officer of the U.S. Borrower stating that:

       

      
        	 	
                (x)

              	
                the
                  representations and warranties of each Borrower and each other
                  Loan Party
                  contained in Article
                  V
                  of
                  the Original Credit Agreement (immediately prior to the effectiveness
                  of
                  this Agreement), Article
                  V
                  of
                  this Agreement (immediately after the effectiveness of this Agreement)
                  or
                  any other Loan Document are true and correct in all material respects
                  on
                  and as of the Restatement Effective Date, except to the extent
                  that such
                  representations and warranties specifically refer to an earlier
                  date, in
                  which case they shall be true and correct in all material respects
                  as of
                  such earlier date; and

              


      

       

      
        	 	
                (y)

              	
                immediately
                  after the effectiveness of this Agreement, no Default or Event
                  of Default
                  has occurred and is continuing.

              


      

       

      (v)  The
        U.S.
        Administrative Agent shall have received from First Revolving Credit Commitment
        Increase Lenders having First Increased Revolving Credit Commitments signed
        copies of First Revolving Credit Commitment Increase Lender Addendum signed
        by
        the applicable First Revolving Credit Commitment Increase Lender, the U.S.
        Administrative Agent and the U.S. Borrower for First Increased Revolving
        Credit
        Commitments of $100,000,000;

       

      (vi)  the
        U.S.
        Borrower shall cause the applicable U.S. Loan Parties to deliver the following
        items to the U.S. Administrative Agent:

       

      (A) with
        respect to each Mortgage encumbering any Real Property, a mortgage amendment
        (a
“Mortgage
        Amendment”)
        duly
        executed and acknowledged by the applicable Loan Party, and in form for
        recording in the recording office where each such Mortgage was recorded,
        together with such certificates, affidavits, questionnaires or returns as
        shall
        be required in connection with the recording or filing thereof under applicable
        law, in each case in form and substance reasonably satisfactory to the U.S.
        Administrative Agent;

       

      (B) with
        respect to each Mortgage Amendment, an endorsement with respect to the existing
        mortgage title insurance policy (collectively, the “Mortgage
        Policy”)
        relating to the Mortgage encumbering such Real Property assuring the U.S.
        Administrative Agent that the Mortgage, as amended by the Mortgage Amendment
        is
        a valid and subsisting lien on such Real Property in favor of the U.S.
        Administrative Agent for the benefit of the Secured Parties free and clear
        of
        all defects and encumbrances and liens except Permitted Encumbrances and
        Permitted Liens (as defined in the applicable Mortgage), and such Mortgage
        Policy shall otherwise be in form and substance reasonably satisfactory to
        the
        U.S. Administrative Agent; and

       

      (C) with
        respect to each Mortgage Amendment, opinions of local counsel to the Loan
        Parties, which opinions (x) shall be addressed to the U.S. Administrative
        Agent and each of the Lenders, (y) shall cover the enforceability of the
        respective Mortgage as amended by the Mortgage Amendment and such other matters
        incident to the transactions contemplated herein as the U.S. Administrative
        Agent may reasonably request and (z) shall be in form and substance
        reasonably satisfactory to the U.S. Administrative Agent;

       

      (vii)  The
        Administrative Agent shall have received a legal opinion, in form and substance
        reasonably satisfactory to the Administrative Agent, from Ropes & Gray LLP,
        counsel to the U.S. Borrower;

       

      (viii)  The
        representations and warranties of each Borrower and each other Loan Party
        contained in Article
        V
        or any
        other Loan Document shall be true and correct in all material respects on
        and as
        of the Restatement Effective Date, except to the extent that such
        representations and warranties specifically refer to an earlier date, in
        which
        case they shall be true and correct in all material respects as of such earlier
        date;

       

      (ix)  No
        Default or Event of Default has occurred and is continuing; 

       

      (x)  Nortek
        International Holdings B.V. shall have pledged the Equity Interests of Broan
        Nutone Canada Inc. to the Administrative Agent; and

       

      (xi)  The
        U.S.
        Administrative Agent shall have received the U.S. Borrower’s audited
        consolidated financial statements for the year ended
        December 31, 2005.

       

      4.02  Conditions
        to All Credit Extensions

       

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

       

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

       

      (b)  No
        Default shall exist, or would result from such proposed Credit Extension
        or from
        the application of the proceeds therefrom.

       

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

       

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

       

      ARTICLE
        V  

       

      REPRESENTATIONS
        AND WARRANTIES

       

      Each
        of
        Holdings and each Borrower represents and warrants to the Agents and the
        Lenders
        that:

       

      5.01  Existence,
        Qualification and Power; Compliance with Laws

       

      .
        Each
        Loan Party and each of its Subsidiaries (a) is a Person duly organized or
        formed, validly existing and in good standing under the Laws of the jurisdiction
        of its incorporation or organization, (b) has all requisite power and authority
        to (i) own or lease its assets and carry on its business and (ii) execute,
        deliver and perform its obligations under the Loan Documents to which it
        is a
        party, and (c) is duly qualified and in good standing under the Laws of each
        jurisdiction where its ownership, lease or operation of properties or the
        conduct of its business requires such qualification, except in each case
        referred to in clause
        (c)
        to the
        extent that failure to do so could not reasonably be expected to have a Material
        Adverse Effect.

       

      5.02  Authorization;
        No Contravention

       

      .
        The
        execution, delivery and performance by each Loan Party of each Loan Document
        to
        which such Person is a party is within such Loan Party’s corporate or other
        powers, have been duly authorized by all necessary corporate or other
        organizational action, and do not and will not (a) contravene the terms of
        any of such Person’s Organization Documents, (b) conflict with or result in
        any breach or contravention of, or the creation of any Lien under (other
        than as
        permitted by Section 7.01),
        or
        require any payment to be made under (i) any Contractual Obligation to which
        such Person is a party or affecting such Person or the properties of such
        Person
        or any of its Subsidiaries or (ii) any order, injunction, writ or decree
        of any
        Governmental Authority or any arbitral award to which such Person or its
        property is subject; or (c) violate any Law; except with respect to any breach
        or contravention or payment (but not creation of Liens) referred to in
clause
        (b)(i),
        to the
        extent that such conflict, breach, contravention or payment could not reasonably
        be expected to have a Material Adverse Effect.

       

      5.03  Governmental
        Authorization; Other Consents

       

      .
        No
        material approval, consent, exemption, authorization, or other action by,
        or
        notice to, or filing with, any Governmental Authority or any other Person
        is
        necessary or required in connection with (a) the execution, delivery or
        performance by, or enforcement against, any Loan Party of this Agreement
        or any
        other Loan Document, (b) the grant by any Loan Party of the Liens granted
        by it pursuant to the Collateral Documents, (c) the perfection or
        maintenance of the Liens created under the Collateral Documents (including
        the
        priority thereof) or (d) the exercise by any Administrative Agent or any
        Lender of its rights under the Loan Documents or the remedies in respect
        of the
        Collateral pursuant to the Collateral Documents, except for (i) filings
        necessary to perfect the Liens on the Collateral granted by the Loan Parties
        in
        favor of the Administrative Agent (which filings are disclosed in the Perfection
        Certificate) or (ii) the approvals, consents, exemptions, authorizations,
        actions, notices and filings which have been duly obtained, taken, given
        or made
        and are in full force and effect. 

       

      5.04  Binding
        Effect

       

      .
        This
        Agreement and each other Loan Document has been duly executed and delivered
        by
        each Loan Party that is party thereto. This Agreement and each other Loan
        Document constitutes, a legal, valid and binding obligation of such Loan
        Party,
        enforceable against each Loan Party that is party thereto in accordance with
        its
        terms, except as such enforceability may be limited by bankruptcy insolvency,
        reorganization, receivership, moratorium or other laws affecting creditors’
rights generally and by general principles of equity.

       

      5.05  Financial
        Statements; No Material Adverse Effect

       

      .

       

      (a)  The
        Audited Financial Statements fairly present in all material respects the
        financial condition of the U.S. Borrower and its consolidated Subsidiaries
        as of
        the date thereof and their results of operations for the period covered thereby
        in accordance with GAAP consistently applied throughout the period covered
        thereby, except as otherwise expressly noted therein. During the period from
        December 31, 2005 to and including the Restatement Effective Date, there
        has
        been (i) no sale, transfer or other disposition by the U.S. Borrower or any
        of its consolidated Subsidiaries of any material part of the business or
        property of the U.S. Borrower and its consolidated Subsidiaries, taken as
        a
        whole and (ii) no purchase or other acquisition by any of them of any business
        or property (including any Equity Interests of any other Person) material
        in
        relation to the consolidated financial condition of the U.S. Borrower and
        its
        consolidated Subsidiaries, taken as a whole, in each case, which is not
        reflected in the foregoing financial statements or in the notes thereto or
        has
        not otherwise been disclosed in writing to the Lenders prior to the Restatement
        Effective Date.

       

      (b)  From
        December 31, 2005 to the Restatement Effective Date, except as set forth
        on
Schedule 5.05,
        Holdings, the U.S. Borrower and their respective Subsidiaries have not incurred
        any material Indebtedness or other liabilities, direct or contingent, that,
        in
        accordance with GAAP, would be required to be disclosed in the U.S. Borrower’s
        financial statements.

       

      (c)  Since
        the
        date of the Audited Financial Statements, there has been no event or
        circumstance, either individually or in the aggregate, that has had or could
        reasonably be expected to result in a material adverse change in the condition
        (financial or otherwise), business, operations, assets or liabilities of
        the
        U.S. Borrower and its Subsidiaries taken as a whole.

       

      (d)  The
        consolidated forecasted balance sheets, statements of income and statements
        of
        cash flows of Holdings and its Subsidiaries for, and as of the end of, each
        fiscal year commencing after December 31, 2005 and ending on or prior to
        December 31, 2011 delivered prior to the Closing Date were prepared in good
        faith on the basis of the assumptions stated therein, which assumptions were
        reasonable in light of the conditions existing at the time of delivery of
        such
        forecasts; it being understood that actual results may vary from such forecasts
        and that such variations may be material.

       

      5.06  Litigation

       

      .
        Except
        as set forth on Schedule
        5.06
        to the
        Original Credit Agreement, there are no actions, suits, proceedings, claims
        or
        disputes pending or, to the knowledge of Holdings or any Borrower, threatened
        or
        contemplated, at law, in equity, in arbitration or before any Governmental
        Authority, by or against Holdings, the U.S. Borrower or any of its Subsidiaries
        or against any of their properties or revenues that (a) purport to affect
        or
        pertain to this Agreement, any other Loan Document or (b) either individually
        or
        in the aggregate, could reasonably be expected to have a Material Adverse
        Effect.

       

      5.07  No
        Default

       

      .
        None of
        Holdings, the U.S. Borrower or any Subsidiary is in default under or with
        respect to, or a party to, any Contractual Obligation that could, either
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect.

       

      5.08  Ownership
        of Property; Liens

       

       

      .

       

      (a)  Each
        Loan
        Party and each of its Subsidiaries has good record and indefeasible title
        in fee
        simple to, or valid leasehold interests in, all real property necessary in
        the
        ordinary conduct of its business, free and clear of all Liens except for
        minor
        defects in title that do not materially interfere with its ability to conduct
        its business or to utilize such assets for their intended purposes and Liens
        permitted by clauses (a),
        (c),
        (d),
        (g),
        (h),
        (i),
        (j)
        and
(v)
        of
Section
        7.01.

       

      (b)  Set
        forth
        on Schedule 5.08(b)
        of the
        Original Credit Agreement is a complete and accurate list of all real property
        owned by any U.S. Loan Party or any of its Subsidiaries located in the United
        States, as of the Closing Date, showing as of the date hereof the street
        address
        (to the extent available), county or other relevant jurisdiction, state and
        record owner.

       

      (c)  Set
        forth
        on Schedule 5.08(c)
        of the
        Original Credit Agreement is a complete and accurate list of all leases of
        real
        property material to the conduct of the business of the Loan Parties under
        which
        any Loan Party or any of its Subsidiaries is the lessee as of the Closing
        Date,
        showing as of the date hereof the street address (to the extent available),
        county or other relevant jurisdiction, state, lessor and lessee.

       

      5.09  Environmental
        Compliance

       

      .

       

      (a)  Each
        Loan
        Party and each of its Subsidiaries, and each Subsidiary of their operations
        and
        properties is in compliance with all applicable Environmental Laws except
        to the
        extent any non-compliance could not reasonably be expected to result in a
        Material Adverse Effect.

       

      (b)  Except
        as
        specifically disclosed on Schedule 5.09
        of the
        Original Credit Agreement, there are no actions, claims, notices of violation
        or
        potential responsibility, or proceedings alleging liability under or
        non-compliance with any Environmental Law on the part of any Loan Party or
        any
        of its Subsidiaries that could, individually or in the aggregate, reasonably
        be
        expected to have a Material Adverse Effect.

       

      (c)  Except
        as
        specifically disclosed in Schedule
        5.09
        of the
        Original Credit Agreement, or except as could not reasonably be expected
        to have
        a Material Adverse Effect, (i) none of the properties currently or, to the
        knowledge of any Loan Party formerly, owned or operated by any Loan Party
        or any
        of its Subsidiaries is listed or proposed for listing on the NPL or on the
        CERCLIS or any analogous foreign, state or local list; (ii) there are no
        and never have been any underground or aboveground storage tanks or any surface
        impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials
        are being or have been treated, stored or disposed on any property currently
        owned or operated by any Loan Party or any of its Subsidiaries or, to its
        knowledge, on any property formerly owned or operated by any Loan Party or
        any
        of its Subsidiaries; (iii) there is no asbestos or asbestos-containing
        material on any property currently owned or operated by any Loan Party or
        any of
        its Subsidiaries; and (iv) Hazardous Materials have not been Released on,
        under or from any property currently or formerly owned or operated by any
        Loan
        Party or any of its Subsidiaries except for such releases, discharges or
        disposal that were in material compliance with Environmental Laws.

       

      (d)  The
        Properties do not contain any Hazardous Materials in amounts or concentrations
        which (i) constitute a violation of, (ii) require any action or
        inaction under, or (iii) could give rise to liability under, Environmental
        Laws, which violations, actions and liabilities, in the aggregate, could
        reasonably be expected to result in a Material Adverse Effect.

       

      (e)  Except
        as
        disclosed in Schedule
        5.09
        of the
        Original Credit Agreement, neither the U.S. Borrower nor any of its Subsidiaries
        is undertaking, and has not completed, either individually or together with
        other potentially responsible parties, any investigation or assessment or
        response or other corrective action relating to any actual or threatened
        Release, Hazardous Materials at, on, under or from any location, either
        voluntarily or pursuant to the order of any Governmental Authority or the
        requirements of any Environmental Law except for any such action that, in
        the
        aggregate, could not reasonably be expected to result in a Material Adverse
        Effect.

       

      (f)  Except
        as
        disclosed on Schedule
        5.09
        of the
        Original Credit Agreement, all Hazardous Materials generated, used, treated,
        handled or stored at, or transported to or from, any property currently or
        formerly owned or operated by any Loan Party or any of its Subsidiaries have
        been disposed of in a manner which would not reasonably expected to result
        in a
        Material Adverse Effect.

       

      5.10  Insurance

       

      .
        The
        properties of U.S. Borrower and its Restricted Subsidiaries are insured with
        financially sound and reputable insurance companies, in such amounts (after
        giving effect to any self-insurance reasonable and customary for similarly
        situated Persons engaged in the same or similar businesses as U.S. Borrower
        and
        its Restricted Subsidiaries) with such deductibles and covering such risks
        as
        are customarily carried by prudent companies engaged in similar businesses
        and
        owning similar properties in localities where U.S. Borrower or the applicable
        Restricted Subsidiary operates.

       

      5.11  Taxes

       

      .
        The U.S.
        Borrower and its Subsidiaries have filed all Federal and material state,
        foreign
        and other tax returns and reports required to be filed, and have paid all
        Federal and material state and other taxes, assessments, fees and other
        governmental charges levied or imposed upon them or their properties, income
        or
        assets otherwise due and payable, except those (a) which are not overdue
        by more
        than thirty (30) days or (b) which are being contested in good faith by
        appropriate proceedings diligently conducted and for which adequate reserves
        have been provided in accordance with GAAP or (c) with respect to which the
        failure to make such filing or payment could not reasonably be expected to
        have
        a Material Adverse Effect.

       

      5.12  ERISA
        Compliance

       

      .

       

      (a)  Each
        Plan
        is in compliance in all material respects with the applicable provisions
        of
        ERISA, the Code and other applicable Federal or state Laws. Each Plan that
        is
        intended to qualify under Section 401(a) of the Code has received a favorable
        determination letter from the IRS, or has been established pursuant to a
        prototype plan that has received a favorable opinion letter from the IRS
        or an
        application for such a letter is currently being processed by the IRS with
        respect thereto and, to the knowledge of any Borrower or Holdings, nothing
        has
        occurred which would prevent, or cause the loss of, such qualification. Each
        Loan Party and each ERISA Affiliate have made all required contributions
        to each
        Plan subject to Section 412 of the Code, and no application for a funding
        waiver
        or an extension of any amortization period pursuant to Section 412 of the
        Code has been made with respect to any Plan.

       

      (b)  There
        are
        no pending or, to the knowledge of any Borrower or Holdings, threatened claims,
        actions or lawsuits, or action by any Governmental Authority, with respect
        to
        any Plan that could be reasonably be expected to have a Material Adverse
        Effect.
        There has been no prohibited transaction or violation of the fiduciary
        responsibility rules with respect to any Plan that has resulted or could
        reasonably be expected to result in a Material Adverse Effect.

       

      (c)  (i)
        No
        ERISA Event has occurred within the prior 2 years or is reasonably expected
        to
        occur; (ii) no Pension Plan has an “accumulated funding deficiency” (as
        defined in Section 412 of the Code), whether or not waived, and no application
        for a waiver of the minimum funding standard has been filed with respect
        to any
        Pension Plan; (iii) neither any Loan Party nor any ERISA Affiliate has incurred,
        or reasonably expects to incur, any liability under Title IV of ERISA with
        respect to any Pension Plan (other than premiums due and not delinquent under
        Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate
        has
        incurred, or reasonably expects to incur, any liability (and no event has
        occurred which, with the giving of notice under Section 4219 of ERISA,
        would result in such liability) under Sections 4201 or 4243 of ERISA with
        respect to a Multiemployer Plan; (v) neither any Loan Party nor any ERISA
        Affiliate has engaged in a transaction that could be subject to Sections
        4069 or
        4212(c) of ERISA; and (vi) the present value of all accumulated benefit
        obligations of all underfunded Pension Plans (based on the assumptions used
        for
        purposes of Statement of Financial Accounting Standards No. 87) did not,
        as of
        the date of the most recent financial statements reflecting such amounts,
        exceed
        by more than $80,000,000 the fair market value of the assets of all such
        underfunded Pension Plans; except, with respect to each of the foregoing
        clauses
        of this Section
        5.12(c),
        as
        could not reasonably be expected, individually or in the aggregate, to result
        in
        a Material Adverse Effect.

       

      (d)  Except
        where noncompliance would not reasonably be expected to result in a Material
        Adverse Effect, each Foreign Plan has been maintained in substantial compliance
        with its terms and with the requirements of any and all applicable laws,
        statutes, rules, regulations and orders and has been maintained, where required,
        in good standing with applicable Governmental Authorities, and neither the
        U.S.
        Borrower nor any Subsidiary have incurred any material obligation in connection
        with the termination of or withdrawal from any Foreign Plan.

       

      5.13  Subsidiaries;
        Equity Interests

       

      .
        As of
        the Closing Date, each Loan Party has no Subsidiaries other than those
        specifically disclosed in Schedule
        5.13,
        and all
        of the outstanding Equity Interests in such Subsidiaries have been validly
        issued, are fully paid and non-assessable and are owned by a Loan Party free
        and
        clear of all Liens except (i) those created under the Collateral Documents
        and (ii) any nonconsensual Lien that is permitted under Section
        7.01.

       

      5.14  Margin
        Regulations; Investment Company Act;

       

      .

       

      (a)  The
        Borrowers are not engaged and will not engage, principally or as one of their
        important activities, in the business of purchasing or carrying margin stock
        (within the meaning of Regulation U issued by the FRB), or extending credit
        for
        the purpose of purchasing or carrying margin stock and no Credit Extension
        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.

       

      (b)  None
        of
        the U.S. Borrower, any Person Controlling the U.S. Borrower or any Subsidiary
        is
        or is required to be registered as an “investment company” under the Investment
        Company Act of 1940. Neither the making of any Credit Extension, nor the
        application of the proceeds or repayment thereof by any 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
        SEC thereunder.

       

      5.15  Disclosure

       

      .
        No
        report, financial statement, certificate or other information (including,
        without limitation, the Information Memorandum) furnished (whether in writing
        or
        orally) by or on behalf of any Loan Party to any Agent or any Lender in
        connection with the transactions contemplated hereby and the negotiation
        of this
        Agreement or delivered hereunder or any other Loan Document (as modified
        or
        supplemented by other information so furnished) contains any material
        misstatement of fact or omits to state any material fact necessary to make
        the
        statements therein, in the light of the circumstances under which they were
        made, not materially misleading; provided
        that,
        with respect to projected financial information, the U.S. Borrower represents
        only that such information was prepared in good faith based upon assumptions
        believed to be reasonable at the time of preparation; it being understood
        that
        such projections may vary from actual results and that such variances may
        be
        material.

       

      5.16  Compliance
        with Laws

       

      .
        Each
        Loan Party and its Subsidiaries is in compliance in all material respects
        with
        the requirements of all Laws and all orders, writs, injunctions and decrees
        applicable to it or to its properties, except in such instances in which
        (a) such requirement of Law or order, writ, injunction or decree is being
        contested in good faith by appropriate proceedings diligently conducted or
        (b) the failure to comply therewith, either individually or in the
        aggregate, could not reasonably be expected to have a Material Adverse
        Effect.

       

      5.17  Intellectual
        Property; Licenses, Etc.

       

      Each
        Loan
        Party and its Subsidiaries own, or possess the right to use, all of the
        trademarks, service marks, trade names, copyrights, patents, patent rights,
        franchises, licenses and other intellectual property rights (collectively,
        “IP
        Rights”)
        that
        are reasonably necessary for the operation of their respective businesses,
        without conflict with the rights of any other Person, except to the extent
        such
        conflicts or failures to own or possess such rights, either individually
        or in
        the aggregate, could not reasonably be expected to have a Material Adverse
        Effect. To the knowledge of the Borrowers, no slogan or other advertising
        device, product, process, method, substance, part or other material now
        employed, or now contemplated to be employed, by any Loan Party or any
        Subsidiary infringes upon any rights held by any other Person except for
        such
        infringements, individually or in the aggregate, which could not reasonably
        be
        expected to have a Material Adverse Effect. No claim or litigation regarding
        any
        of the foregoing is pending or, to the knowledge of the Borrowers, threatened,
        which, either individually or in the aggregate, could reasonably be expected
        to
have
        a
        Material Adverse Effect.

       

      5.18  Solvency

       

      .
        Each of
        the Borrowers, on a consolidated basis with its Subsidiaries, is
        Solvent.

       

      5.19  Casualty,
        Etc.

       

      Neither
        the business nor the properties of any Loan Party or any of its Subsidiaries
        are
        affected by any fire, explosion, accident, strike, lockout or other labor
        dispute, drought, storm, hail, earthquake, embargo, act of God or of the
        public
        enemy or other casualty (whether or not covered by insurance) that could
        reasonably be expected to have a Material Adverse Effect.

       

      5.20  Perfection,
        Etc.

       

      All
        filings and other actions necessary or desirable to perfect and protect the
        Liens in the Collateral created under the Collateral Documents and to render
        such Liens opposable to third parties have been or will be, during the periods
        required by the Loan Documents, duly made or taken and are in full force
        and
        effect, and the Collateral Documents create in favor of (i) the U.S.
        Administrative Agent for the benefit of the Secured Parties and (ii) the
        Canadian Administrative Agent for the benefit of the Canadian Secured Parties,
        a
        valid and, together with such filings and other actions, perfected first
        priority Lien in the U.S. Collateral and the Canadian Collateral, respectively,
        securing the payment of the Secured Obligations (in the case of the U.S.
        Collateral) and the Canadian Obligations (in the case of the Canadian
        Collateral), subject to Liens permitted by Section 7.01.
        The
        Loan Parties are the legal and beneficial owners of the Collateral free and
        clear of any Lien, except for the Liens created or permitted under the Loan
        Documents.

       

      5.21  Tax
        Shelter Regulations

       

      .
        The
        U.S. Borrower does not intend to treat the Loans and/or Letters of Credit
        and
        related transactions as being a “reportable transaction” (within the meaning of
        Treasury Regulation Section 1.6011-4). In the event the U.S. Borrower determines
        to take any action inconsistent with such intention, it will promptly notify
        the
        U.S. Administrative Agent thereof. If the U.S. Borrower so notifies the U.S.
        Administrative Agent, the U.S. Borrower acknowledges that one or more of
        the
        Lenders may treat its Loans and/or its interest in Swing Line Loans and/or
        Letters of Credit as part of a transaction that is subject to Treasury
        Regulation Section 301.6112-1, and such Lender or Lenders, as applicable,
        may
        maintain the lists and other records required by such Treasury
        Regulation.

       

      5.22  Anti-Terrorism
        Law

       

      .

       

      (a)  No
        Loan
        Party and, to the knowledge of Holdings and the Borrowers, none of their
        Affiliates is in violation of any laws relating to terrorism or money laundering
        (“Anti-Terrorism
        Laws”),
        including Executive Order No. 13224 on Terrorist Financing, effective
        September 24, 2001 (the “Executive
        Order”),
        the
        Uniting and Strengthening America by Providing Appropriate Tools Required
        to
        Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 or the Proceeds
        of Crime (Money-Laundering) and Terrorist Financing Act (Canada).

       

      (b)  No
        Loan
        Party and to the knowledge of the Loan Parties, no Affiliate or broker or
        other
        agent of any Loan Party acting or benefiting in any capacity in connection
        with
        the Loans is any of the following:

       

      (i)  a
        person
        that is listed in the annex to, or is otherwise subject to the provisions
        of,
        the Executive Order;

       

      (ii)  a
        person
        owned or controlled by, or acting for or on behalf of, any person that is
        listed
        in the annex to, or is otherwise subject to the provisions of, the Executive
        Order;

       

      (iii)  a
        person
        with which any Lender is prohibited from dealing or otherwise engaging in
        any
        transaction by any Anti-Terrorism Law;

       

      (iv)  a
        person
        that commits, threatens or conspires to commit or supports “terrorism” as
        defined in the Executive Order; or

       

      (v)  a
        person
        that is named as a “specially designated national and blocked person” on the
        most current list published by the U.S. Treasury Department Office of Foreign
        Assets Control (“OFAC”)
        at its
        official website or any replacement website or other replacement official
        publication of such list.

       

      (c)  No
        Loan
        Party and, to the knowledge of Holdings and the Borrowers, no broker or other
        agent of any Loan Party acting in any capacity in connection with the Loans
        (i) conducts any business or engages in making or receiving any
        contribution of funds, goods or services to or for the benefit of any person
        described in paragraph (b) above, (ii) deals in, or otherwise engages
        in any transaction relating to, any property or interests in property blocked
        pursuant to the Executive Order, or (iii) engages in or conspires to engage
        in any transaction that evades or avoids, or has the purpose of evading or
        avoiding, or attempts to violate, any of the prohibitions set forth in any
        Anti-Terrorism Law.

       

      ARTICLE
        VI  

       

      AFFIRMATIVE
        COVENANTS

       

      So
        long
        as any Lender shall have any Commitment hereunder, any Loan or other Obligation
        hereunder which is accrued or payable remains unpaid or unsatisfied, or any
        Letter of Credit shall remain outstanding, each of Holdings and the Borrowers
        shall, and shall (except in the case of the covenants set forth in Sections
        6.01,
        6.02
        and
6.03)
        cause
        each Restricted Subsidiary to:

       

      6.01  Financial
        Statements

       

      .
        Deliver
        to the Administrative Agents for further distribution to each
        Lender:

       

      (a)  as
        soon
        as available, but in any event within ninety (90) days after the end of each
        fiscal year of the U.S. Borrower (or, if earlier, the date on which the U.S.
        Borrower’s Form 10-K would be required to be filed with the SEC whether or not
        it is then subject to Section 13(d) or 15 of the Exchange Act), a
        consolidated balance sheet of the U.S. Borrower and its Subsidiaries as at
        the
        end of such fiscal year, and the related consolidated statements of income
        or
        operations, shareholders’ equity and cash flows for such fiscal year, setting
        forth in each case in comparative form the figures for the previous fiscal
        year,
        all in reasonable detail and prepared in accordance with GAAP, audited and
        accompanied by a report and opinion of Ernst & Young, LLP or any other
        independent certified public accountant of nationally recognized standing,
        which
        report and opinion shall be prepared in accordance with generally accepted
        auditing standards and shall not be subject to any “going concern” or like
        qualification or exception or any qualification or exception as to the scope
        of
        such audit, together with the related unaudited consolidating balance sheet
        and
        statement of income or operations reflecting the adjustments necessary to
        eliminate the accounts of Unrestricted Subsidiaries (if any) from such
        consolidated financial statements;

       

      (b)  as
        soon
        as available, but in any event within forty-five (45) days after the end
        of each
        of the first three (3) fiscal quarters of each fiscal year of the U.S. Borrower
        (or, if earlier, the date on which the U.S. Borrower’s 10-Q would be required to
        be filed with the SEC whether or not it is then subject to Section 13(d)
        or 15
        of the Exchange Act), a consolidated balance sheet of the U.S. Borrower and
        its
        Subsidiaries as at the end of such fiscal quarter, and the related consolidated
        statements of income or operations, shareholders’ equity and cash flows for such
        fiscal quarter and for the portion of the fiscal year then ended, setting
        forth
        in each case in comparative form the figures for the corresponding fiscal
        quarter of the previous fiscal year and the corresponding portion of the
        previous fiscal year, all in reasonable detail and certified by a Responsible
        Officer of the U.S. Borrower as fairly presenting in all material respects
        the
        financial condition, results of operations, shareholders’ equity and cash flows
        of the U.S. Borrower and its Subsidiaries in accordance with GAAP, subject
        only
        to normal year-end audit adjustments and the absence of footnotes, together
        with
        the related unaudited consolidating balance sheet and statement of income
        or
        operations reflecting the adjustments necessary to eliminate the accounts
        of
        Unrestricted Subsidiaries (if any) from such consolidated financial
        statements;

       

      (c)  at
        the
        time of delivery of the financial statements provided for in Sections
        6.01(a)
        and
(b)
        above, a
        management’s discussion and analysis of the financial condition and results of
        operation for such fiscal quarter or fiscal year, as the case may be, as
        compared to the previous fiscal period; provided
        that a
        copy of the U.S. Borrower’s Form 10-K or Form 10-Q for the applicable period
        shall be deemed to satisfy such requirement; and

       

      (d)  as
        soon
        as available, but in any event no later than seventy-five (75) days after
        the
        end of each fiscal year, forecasts prepared by management of the U.S. Borrower,
        in form reasonably satisfactory to the U.S. Administrative Agent, of
        consolidated balance sheets, income statements and cash flow statements of
        the
        U.S. Borrower and its Subsidiaries. All forecasts delivered hereunder shall
        be
        prepared on an annual basis for the fiscal year following such fiscal year
        then
        ended.

       

      6.02  Certificates;
        Other Information

       

      .
        Deliver
        to the Administrative Agents for further distribution to each Lender, in
        form
        and detail reasonably satisfactory to the Administrative Agents and the Required
        Lenders:

       

      (a)  no
        later
        than five (5) days after the delivery of the financial statements referred
        to in
Section 6.01(a),
        a
        certificate of its independent certified public accountants certifying such
        financial statements and stating that in making the examination necessary
        therefor no knowledge was obtained of any Event of Default under Section 7.11
        or, if
        any such Event of Default shall exist, stating the nature and status of such
        event;

       

      (b)  concurrently
        with the delivery of the financial statements referred to in Sections 6.01(a)
        and
(b),
        (i) a duly completed Compliance Certificate signed by a Responsible Officer
        of U.S. Borrower and, if such Compliance Certificate demonstrates an Event
        of
        Default of any covenant under Section
        7.11,
        the
        Equity Investors may deliver, together with such Compliance Certificate,
        notice
        of their intent to cure (a “Notice
        of Intent to Cure”)
        such
        Event of Default through capital contributions or the purchase of Equity
        Interests as contemplated pursuant to clause
        (b)(xviii)
        and the
        final proviso of the definition of “Consolidated EBITDA”; provided
        that the
        delivery of a Notice of Intent to Cure shall in no way affect or alter the
        occurrence, existence or continuation of any such Event of Default or the
        rights, benefits, powers and remedies of the Administrative Agents and the
        Lenders under any Loan Document and (ii) a description of each event, condition
        or circumstance during the last fiscal quarter covered by such Compliance
        Certificate requiring a mandatory prepayment under Section
        2.05(b);

       

      (c)  promptly
        after the same are available, (i) copies of each annual report, proxy or
        financial statement or other report or communication sent to the stockholders
        of
        the U.S. Borrower or Holdings, (ii) copies of all annual, regular, periodic
        and special reports and registration statements which the U.S. Borrower or
        Holdings may file or be required to file, copies of any report, filing or
        communication with the SEC under Section 13 or 15(d) of the Securities Exchange
        Act of 1934, or with any Governmental Authority that may be substituted
        therefor, or with any national securities exchange, and (iii) a copy of any
        “management letter” received by any Loan Party from its certified public
        accountants identifying any significant deficiencies in the design or operation
        of internal controls which could materially adversely affect the U.S. Borrower’s
        or Holdings’ ability to record, process, summarize and report financial data,
        and the management’s responses thereto (provided
        that
        such disclosure by the U.S. Borrower is authorized by such accountants (and
        the
        U.S. Borrower agrees to request that such certified public accountants permit
        such disclosure));

       

      (d)  promptly
        after the furnishing thereof, copies of any requests or notices received
        by any
        Loan Party (other than in the ordinary course of business) from, or statements
        or reports furnished to, any holder of debt securities of any Loan Party
        or of
        any of its Subsidiaries pursuant to the terms of any Junior Financing
        Documentation in a principal amount greater than the Threshold Amount and
        not
        otherwise required to be furnished to the Lenders pursuant to any other clause
        of this Section 6.02;

       

      (e)  promptly
        after the receipt thereof by any Loan Party or any of its Subsidiaries, copies
        of each notice or other correspondence received from the SEC (or comparable
        agency in any applicable non-U.S. jurisdiction) concerning any material
        investigation or other material inquiry by such agency regarding financial
        or
        other operational results of any Loan Party or any of its
        Subsidiaries;

       

      (f)  promptly
        after the assertion or occurrence thereof, notice of any occurrence, event
        or
        action that could result in Environmental Liability on the part of any Loan
        Party or any of its Subsidiaries or of any noncompliance by any Loan Party
        or
        any of its Subsidiaries with any Environmental Law or Environmental Permit,
        in
        each case that could reasonably be expected to have a Material Adverse
        Effect;

       

      (g)  concurrently
        with any delivery of financial statements under Section 6.01(a),
        a
        certificate of a Responsible Officer setting forth the information required
        pursuant to the Perfection Certificate Supplement or confirming that there
        has
        been no change in such information since the date of the Perfection Certificate
        or latest Perfection Certificate Supplement;

       

      (h)  promptly
        after the furnishing thereof, copies of all financial statements, forecasts,
        budgets or other similar information of Holdings furnished to the lenders
        or
        holders of any Permitted Holdco Debt;

       

      (i)  promptly
        after U.S. Borrower has notified the U.S. Administrative Agent of any intention
        by U.S. Borrower to treat the Loans and/or Letters of Credit and related
        transactions as being a “reportable transaction” (within the meaning of Treasury
        Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any
        successor form; 

       

      (j)  upon
        request by the U.S. Administrative Agent, copies of: (i) each
        Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
        filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service
        with respect to each Pension Plan; (ii) the most recent actuarial valuation
        report for each Pension Plan; (iii) all notices received by any Loan Party
        or
        ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency
        concerning an ERISA Event; and (iv) such other documents or governmental
        reports
        or filings relating to any Plan as the U.S. Administrative Agent shall
        reasonably request; and

       

      (k)  promptly,
        such additional information regarding the business, legal, financial or
        corporate affairs of any Loan Party or any Subsidiary, or compliance with
        the
        terms of the Loan Documents, as any Administrative Agent or any Lender may
        from
        time to time reasonably request.

       

      Documents
        required to be delivered pursuant to Section
        6.01(a),
        (b),
        (c)
        or
(d)
        or
Section
        6.02(d)
        (to the
        extent any such documents are included in materials otherwise filed with
        the
        SEC) may be delivered electronically and if so delivered, shall be deemed
        to
        have been delivered on the date (i) on which the U.S. Borrower posts such
        documents, or provides a link thereto on the U.S. Borrower’s website on the
        Internet at the website address listed on Schedule
        10.02;
        or (ii)
        on which such documents are posted on the U.S. Borrower’s behalf on
        IntraLinks/ IntraAgency
        or another relevant website, if any, to which each Lender and each
        Administrative Agent have access (whether a commercial, third-party website
        or
        whether sponsored by an Administrative Agent); provided
        that (i)
        the U.S. Borrower shall deliver paper copies of such documents to the
        Administrative Agents for further distribution to each Lender until a written
        request to cease delivering paper copies is given by the each Administrative
        Agent or such Lender and (ii) the U.S. Borrower shall notify (which may be
        by
        facsimile or electronic mail) each Administrative Agent of the posting of
        any
        such documents and provide to each Administrative Agent by electronic mail
        electronic versions (i.e.,
        soft
        copies) of such documents. Notwithstanding anything contained herein, in
        every
        instance U.S. Borrower shall be required to provide paper copies of the
        Compliance Certificates required by Section
        6.02(b)
        to the
        Administrative Agents. Except for such Compliance Certificates, the
        Administrative Agents shall have no obligation to request the delivery or
        to
        maintain copies of the documents referred to above, and in any event shall
        have
        no responsibility to monitor compliance by any Borrower with any such request
        for delivery, and each Lender shall be solely responsible for requesting
        delivery to it or maintaining its copies of such documents.

       

      6.03  Notices

       

      .
        Promptly
        after obtaining knowledge thereof notify the Administrative Agents for further
        distribution to each Lender:

       

      (a)  of
        the
        occurrence of any Default; and

       

      (b)  of
        any
        matter that has resulted or could reasonably be expected to result in a Material
        Adverse Effect, including arising out of or resulting from (i) breach or
        non-performance of, or any default under, a Contractual Obligation of any
        Loan
        Party or any Subsidiary, (ii) any dispute, litigation, investigation,
        proceeding or suspension between any Loan Party or any Subsidiary and any
        Governmental Authority, (iii) the commencement of, or any material development
        in, any litigation or proceeding affecting any Loan Party or any Subsidiary,
        including pursuant to any applicable Environmental Laws and or in respect
        of IP
        Rights, or (iv) the occurrence of any ERISA Event.

       

      Each
        notice pursuant to this Section shall be accompanied by a statement of a
        Responsible Officer of the U.S. Borrower setting forth details of the occurrence
        referred to therein and stating what action the U.S. Borrower has taken and
        proposes to take with respect thereto. Each notice pursuant to Section
        6.03(a)
        shall
        describe with particularity any and all provisions of this Agreement and
        any
        other Loan Document that have been breached.

       

      6.04  Payment
        of Obligations

       

      .
        Pay,
        discharge or otherwise satisfy as the same shall become due and payable,
        all its
        obligations and liabilities, including (a) all tax liabilities, assessments
        and
        governmental charges or levies upon it or its properties or assets, unless
        the
        same are being contested in good faith by appropriate proceedings diligently
        conducted and adequate reserves in accordance with GAAP are being maintained
        by
        the U.S. Borrower or such Subsidiary; (b) all lawful claims which, if unpaid,
        would by law become a Lien upon its property, unless the same are being
        contested in good faith by appropriate proceedings diligently conducted and
        adequate reserves in accordance with GAAP are being maintained by the U.S.
        Borrower or such Subsidiary; and (c) all Indebtedness, as and when due and
        payable, but subject to any subordination provisions contained in any instrument
        or agreement evidencing such Indebtedness except, in each case, to the extent
        the failure to pay or discharge the same could not reasonably be expected
        to
        have a Material Adverse Effect.

       

      6.05  Preservation
        of Existence, Etc.

       

      (a) Preserve,
        renew and maintain in full force and effect its legal existence under the
        Laws
        of the jurisdiction of its organization except in a transaction permitted
        by
Section
        7.04
        or
7.05,
        (b) take all reasonable action to maintain all rights, privileges
        (including its good standing), permits, licenses and franchises necessary
        or
        desirable in the normal conduct of its business, except to the extent that
        failure to do so could not reasonably be expected to have a Material Adverse
        Effect, and (c) preserve or renew all of its registered patents, trademarks,
        trade names and service marks, the non-preservation of which could reasonably
        be
        expected to have a Material Adverse Effect.

       

      6.06  Maintenance
        of Properties

       

      .
        (a) Maintain, preserve and protect all of its material properties and
        equipment necessary in the operation of its business in good working order,
        repair and condition, ordinary wear and tear excepted and casualty or
        condemnation excepted, and (b) make all necessary renewals, replacements,
        modifications, improvements, upgrades, extensions and additions thereof or
        thereto in accordance with prudent industry practice.

       

      6.07  Maintenance
        of Insurance

       

      .
        Maintain
        with financially sound and reputable insurance companies, insurance with
        respect
        to its properties and business against loss or damage of the kinds customarily
        insured against by Persons engaged in the same or similar business, of such
        types and in such amounts (after giving effect to any self-insurance reasonable
        and customary for similarly situated Persons engaged in the same or similar
        businesses as the U.S. Borrower and its Restricted Subsidiaries) as are
        customarily carried under similar circumstances by such other
        Persons.

       

      6.08  Compliance
        with Laws

       

      .
        Comply
        in all material respects with the requirements of all Laws and all orders,
        writs, injunctions and decrees applicable to it or to its business or property,
        except if the failure to comply therewith could not reasonably be expected
        to
        have a Material Adverse Effect.

       

      6.09  Books
        and Records

       

      .
        Maintain
        proper books of record and account, in which full, true and correct entries
        in
        conformity with GAAP consistently applied shall be made of all financial
        transactions and matters involving the assets and business of the U.S. Borrower
        or such Restricted Subsidiary, as the case may be.

       

      6.10  Inspection
        Rights

       

      .
        Permit
        representatives and independent contractors of the Administrative Agents
        and
        each Lender to visit and inspect any of its properties, to examine its
        corporate, financial and operating records, and make copies thereof or abstracts
        therefrom, and to discuss its affairs, finances and accounts with its directors,
        officers, and independent public accountants, all at the expense of the
        Borrowers and at such reasonable times during normal business hours and as
        often
        as may be reasonably desired, upon reasonable advance notice to the U.S.
        Borrower; provided that,
        excluding any such visits and inspections during the continuation of an Event
        of
        Default, the Lenders shall not exercise such rights more often than two times
        during any calendar year absent the existence of an Event of Default and
        only
        one (1) such time shall be at the Borrowers’ expense; provided,
        further
        that
        when
        an Event of Default exists the Administrative Agent or any Lender (or any
        of
        their respective representatives or independent contractors) may do any of
        the
        foregoing at the expense of the Borrowers at any time during normal business
        hours and upon reasonable notice. The Administrative Agent and the Lenders
        shall
        give the Borrowers the opportunity to participate in any discussions with
        the
        Borrowers’ accountants.

       

      6.11  Use
        of
        Proceeds

       

      .
        The
        Borrowers will use the proceeds of any Credit Extension for general corporate
        purposes not in contravention of any Law or of any Loan Document.

       

      6.12  Covenant
        To Guarantee Obligations and Give Security

       

      .

       

      (a)  Upon
        the
        formation or acquisition of any new direct or indirect Restricted Subsidiaries
        by any U.S. Loan Party or upon any Domestic Subsidiary ceasing to meet the
        definition of Non-Guarantor Domestic Subsidiary or upon the redesignation
        of any
        Unrestricted Subsidiary as a Restricted Subsidiary or the acquisition of
        any
        Material Real Estate, the U.S. Borrower shall promptly notify the Administrative
        Agents thereof and if such property, in the reasonable judgment of the U.S.
        Administrative Agent, shall not already be subject to a perfected Lien in
        favor
        of the U.S. Administrative Agent for the benefit of the Secured Parties,
        then
        the U.S. Borrower shall, in each case at the U.S. Borrower’s
        expense:

       

      (i)  in
        connection with the formation or acquisition of a Restricted Subsidiary or
        upon
        any Domestic Subsidiary which was a Non-Guarantor Domestic Subsidiary ceasing
        for any reason to meet the definition thereof or the redesignation of any
        Unrestricted Subsidiary as a Restricted Subsidiary, within thirty (30) days
        after such formation, acquisition, or change of status or such longer period
        as
        the Administrative Agent may agree in its sole discretion, (A) cause each
        such
        Restricted Subsidiary that is not a Foreign Subsidiary (or a Subsidiary of
        a
        Foreign Subsidiary) to duly execute and deliver to the U.S. Administrative
        Agent
        a guaranty or guaranty supplement, in form and substance reasonably satisfactory
        to the U.S. Administrative Agent, guaranteeing the other Loan Parties’
obligations under the Loan Documents, and (B) deliver all certificates
        representing the Pledged Interests of each such Restricted Subsidiary owned
        by a
        U.S. Loan Party, accompanied by undated stock powers or other appropriate
        instruments of transfer executed in blank, and all instruments evidencing
        the
        Pledged Debt of each such Restricted Subsidiary owned by a U.S. Loan Party,
        indorsed in blank to the U.S. Administrative Agent, together with, if requested
        by the U.S. Administrative Agent, supplements to the U.S. Security Agreement
        with respect to the pledge of any Equity Interests or Indebtedness; provided
        that
        only 65% of Equity Interests of any Foreign Subsidiary owned by a U.S. Loan
        Party shall be required to be pledged as Collateral,

       

      (ii)  within
        ten (10) days after such request, formation or acquisition, or such longer
        period as the U.S. Administrative Agent may agree in its sole discretion,
        furnish to the U.S. Administrative Agent a Perfection Certificate
        Supplement,

       

      (iii)  within
        thirty (30) days after such request, formation or acquisition or change of
        status, or such longer period as the U.S. Administrative Agent may agree
        in its
        sole discretion, duly execute and deliver, and cause each such Restricted
        Subsidiary that is not a Foreign Subsidiary (or a Subsidiary of a Foreign
        Subsidiary) to duly execute and deliver, to the U.S. Administrative Agent
        Mortgages encumbering Material Real Estate, Security Agreement Supplements,
        IP
        Security Agreement Supplements and other security agreements, as specified
        by
        and in form and substance reasonably satisfactory to the U.S. Administrative
        Agent (consistent with the U.S. Security Agreement, IP Security Agreement
        and
        Mortgages), securing payment of all the Obligations and constituting Liens
        on
        all such properties,

       

      (iv)  within
        thirty (30) days after such request, formation, acquisition or change of
        status,
        or such longer period, not to exceed an additional sixty (60) days, as the
        U.S.
        Administrative Agent may agree in its sole discretion, take, and cause such
        Restricted Subsidiary that is not a Foreign Subsidiary (or a Subsidiary of
        a
        Foreign Subsidiary) to take, whatever action (including, without limitation,
        the
        recording of Mortgages on Material Real Estate, the filing of Uniform Commercial
        Code financing statements, the giving of notices and the endorsement of notices
        on title documents and delivery of stock and membership interest certificates)
        may be necessary or advisable in the reasonable opinion of the U.S.
        Administrative Agent to vest in the U.S. Administrative Agent (or in any
        representative of the U.S. Administrative Agent designated by it) valid and
        subsisting Liens on the properties purported to be subject to the Mortgages
        on
        Material Real Estate, Security Agreement Supplements, IP Security Agreement
        Supplements and security agreements delivered pursuant to this Section 6.12,
        enforceable against all third parties in accordance with their
        terms,

       

      (v)  within
        thirty (30) days after the request of the U.S. Administrative Agent, deliver
        to
        the U.S. Administrative Agent, a signed copy of an opinion, addressed to
        the
        U.S. Administrative Agent and the other Secured Parties, of counsel for the
        Loan
        Parties reasonably acceptable to the U.S. Administrative Agent as to such
        matters as the U.S. Administrative Agent may reasonably request,

       

      (vi)  as
        promptly as practicable after the request of the Administrative Agent, to
        the
        applicable Administrative Agent with respect to each parcel of real property
        on
        which Mortgages on Material Real Estate that is the subject of such request,
        title reports in scope, form and substance reasonably satisfactory to the
        applicable Administrative Agent and, to the extent available, surveys and
        environmental assessment reports, and

       

      (vii)  at
        any
        time and from time to time, promptly execute and deliver any and all further
        instruments and documents and take all such other action as the applicable
        Administrative Agent in its reasonable judgment may deem necessary or desirable
        in obtaining the full benefits of, or in perfecting and preserving the Liens
        of,
        such guaranties, Mortgages, Security Agreement Supplements, IP Security
        Agreement Supplements and security agreements; and

       

      (b)  Upon
        the
        formation or acquisition of any new direct or indirect Restricted Subsidiaries
        that are Canadian Subsidiaries by any Canadian Loan Party, or upon the
        redesignation of any Unrestricted Subsidiary that is a Canadian Subsidiary
        as a
        Restricted Subsidiary, the Canadian Borrowers shall promptly notify the
        Administrative Agents thereof and the Canadian Borrowers shall, in each case
        at
        the Canadian Borrowers’ expense:

       

      (i)  in
        connection with the formation or acquisition of a Restricted Subsidiary or
        the
        redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary,
        within
        thirty (30) days after such formation, acquisition or change of status or
        such longer period as the Canadian Administrative Agent may agree in its
        sole
        discretion, cause each such Restricted Subsidiary (if it has not already
        done
        so) to duly execute and deliver to the Canadian Administrative Agent a guaranty
        or guaranty supplement, in form and substance reasonably satisfactory to
        the
        Canadian Administrative Agent, guaranteeing the other Canadian Loan Parties’
obligations under the Loan Documents,

       

      (ii)  within
        ten (10) days after such request, formation or acquisition, or such longer
        period as the U.S. Administrative Agent may agree in its sole discretion,
        furnish to each Administrative Agent a Perfection Certificate
        Supplement,

       

      (iii)  within
        thirty (30) days after such request, formation or acquisition or change of
        status, or such longer period as the Canadian Administrative Agent may agree
        in
        its sole discretion, duly execute and deliver, and cause each such Restricted
        Subsidiary that is a Canadian Subsidiary to duly execute and deliver, to
        the
        Canadian Administrative Agent new Canadian Security Agreements and/or Canadian
        Security Agreement Supplements and other security agreements charging
        a Lien in such Restricted Subsidiaries’ personal property,
        as
        specified by and in form and substance reasonably satisfactory to the Canadian
        Administrative Agent (consistent with the Canadian Security Agreement), securing
        payment of all the Canadian Obligations under the Loan Documents and
        constituting Liens on all such properties,

       

      (iv)  within
        thirty (30) days after such request, formation, acquisition or change of
        status,
        or such longer period, not to exceed an additional sixty (60) days, as the
        Canadian Administrative Agent may agree in its sole discretion, take, and
        cause
        such Subsidiary that is a Canadian Subsidiary or such parent to take, whatever
        action (including, without limitation, the filing of PPSA financing statements
        and other similar filings in all applicable jurisdictions) may be necessary
        or
        advisable in the reasonable opinion of the Canadian Administrative Agent
        to vest
        in the Canadian Administrative Agent (or in any representative of the Canadian
        Administrative Agent designated by it) valid and subsisting Liens on the
        personal properties purported to be subject to the Canadian Security Agreement
        Supplements and other security agreements delivered pursuant to this
Section 6.12,
        enforceable against all third parties in accordance with their terms,
        and

       

      (v)  within
        thirty (30) days after the request of the Canadian Administrative Agent,
        deliver
        to the Canadian Administrative Agent a signed copy of an opinion, addressed
        to
        the Canadian Administrative Agent and the other Canadian Secured Parties,
        of
        counsel for the Loan Parties reasonably acceptable to the Canadian
        Administrative Agent as to such matters as the Canadian Administrative Agent
        may
        reasonably request.

       

      (c)  If
        on
        June 30, 2007 the applicable U.S. Loan Party has not sold the real property
        located at 150 Bonnie Drive, Butler, Pennsylvania; or 4820 Red Bank Road,
        Cincinnati, Ohio, such Loan Party shall deliver or shall cause to be delivered,
        within sixty (60) Business Days of such date, unless waived or extended by
        the
        U.S. Administrative Agent in its sole discretion, a Mortgage encumbering
        such
        real property together with such other items required by Sections
        4.01(a)(xi)(A)
        through
(E)
        of the
        Original Credit Agreement, 4.01(a)(xv)
        and
4.01(a)(xx)
        of the
        Original Credit Agreement, as well as copies of all leases required by
Section
        6.16(d)(iii)
        of the
        Original Credit Agreement.

       

      (d)  Prior
        to
        the 60th
        day
        following the Restatement Effective Date, the applicable U.S. Loan Party
        shall
        deliver or shall cause to be delivered, unless waived or extended by the
        U.S.
        Administrative Agent in its sole discretion, a Mortgage encumbering the real
        property located at 4501 Gustine Avenue, St. Louis, Missouri and 4501R Gustine
        Avenue, St. Louis, Missouri together with such other items required by
Sections
        4.01(a)(xi)(A)
        through
(E)
        of the
        Original Credit Agreement, 4.01(a)(xv)
        and
4.01(a)(xx)
        of the
        Original Credit Agreement, as well as copies of all leases required by
Section
        6.16(d)(iii)
        of the
        Original Credit Agreement.

       

      (e)  Notwithstanding
        the foregoing, (x) the Administrative Agents shall not take a security interest
        in any assets as to which such Administrative Agent shall determine, in its
        reasonable discretion, that the cost of obtaining such Lien (including any
        mortgage, stamp, intangibles or other tax) are excessive in relation to the
        benefit to the Secured Parties of the security afforded thereby, (y) the
        Loan
        Parties shall not be required to take any action to pledge any Equity Interests
        of a Foreign Subsidiary unless such Foreign Subsidiary has either (i) revenues
        (on a consolidated basis with its Subsidiaries) of at least $5,000,000 for
        its
        most recently ended fiscal year for which financial statements are available
        or
        (ii) total assets (on a consolidated basis with its Subsidiaries) of at least
        $2,500,000 as of the end of its most recently completed fiscal year for which
        financial statements are available and (z) in no event shall any Loan Party
        be
        required to take any action in order to pledge any Equity Interests of any
        Subsidiary organized under the laws of the People’s Republic of
        China.

       

      6.13  Compliance
        with Environmental Laws

       

      .

       

      (a)  Except,
        in each case, to the extent that the failure to do so could not reasonably
        be
        expected to have a Material Adverse Effect, comply, and cause all lessees
        and
        other Persons operating or occupying its properties to comply with all
        applicable Environmental Laws and Environmental Permits; obtain and renew
        all
        Environmental Permits necessary for its operations and properties; and conduct
        any investigation, study, sampling and testing, and undertake any cleanup,
        removal, remedial or other action necessary to address Hazardous Materials
        at,
        on, under or emanating from any of its properties, in accordance with the
        requirements of all applicable Environmental Laws.

       

      (b)  If
        a
        Default caused by reason of a breach of Section 5.09
        or
Section
        6.13(a)
        shall
        have occurred and be continuing for more than 20 days without the Borrower
        Parties commencing activities reasonably likely to cure such Default, at
        the
        written request of the U.S. Administrative Agent, provide to the Lenders
        within
        45 days after such request, at the expense of the Loan Party, an environmental
        assessment report for any property owned or operated by any Borrower Party
        regarding the matters which are the subject of such Default, including, where
        appropriate, any soil and/or groundwater sampling, prepared by an environmental
        consulting firm and, in the form and substance, reasonably acceptable to
        the
        applicable Administrative Agent and indicating the presence or absence of
        Hazardous Materials and the estimated cost to address any non-compliance
        with or
        conduct any response or other corrective action with respect to such Hazardous
        Material required under any Environmental Law.

       

      6.14  Further
        Assurances

       

      .
        Promptly upon request by either Administrative Agent, or any Lender through
        either Administrative Agent, (i) correct any material defect or error that
        may be discovered in the execution, acknowledgment, filing or recordation
        of any
        Loan Document or other document or instrument relating to any Collateral,
        and
        (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file,
        register and re-register any and all such further acts, deeds, certificates,
        assurances and other instruments as either Administrative Agent, or any Lender
        through either Administrative Agent, may reasonably require from time to
        time in
        order to carry out more effectively the purposes of the Loan
        Documents.

       

      6.15  Unrestricted
        Subsidiaries

       

      .
        Ensure
        that all financial statements of each Unrestricted Subsidiary distributed
        to any
        creditor of an Unrestricted Subsidiary clearly states the separateness of
        such
        Unrestricted Subsidiary from the Loan Parties.

       

      ARTICLE
        VII  

       

      NEGATIVE
        COVENANTS

       

      So
        long
        as any Lender shall have any Commitment hereunder, any Loan or other Obligation
        hereunder which is accrued or payable shall remain unpaid or unsatisfied,
        or any
        Letter of Credit shall remain outstanding, Holdings and each Borrower shall
        not,
        nor shall they permit any of their Restricted Subsidiaries to, directly or
        indirectly, following the Closing Date:

       

      7.01  Liens

       

      .
        Create,
        incur, assume or suffer to exist any Lien upon any of its property, assets
        or
        revenues, whether now owned or hereafter acquired, or sign or file or authorize
        the filing under the Uniform Commercial Code, the PPSA, the Civil Code of
        Quebec
        or similar law of any jurisdiction a financing statement or similar filing
        or
        registration that names Holdings, U.S. Borrower or any of its Restricted
        Subsidiaries as debtor, or sign any security agreement authorizing any secured
        party thereunder to file such financing statement or similar filing or
        registration, other than the following:

       

      (a)  Liens
        pursuant to any Loan Document;

       

      (b)  Liens
        existing on the Closing Date and listed on Schedule
        7.01
        of the
        Original Credit Agreement and any modifications, replacements, renewals or
        extensions thereof; provided
        that (i)
        the Lien does not extend to any additional property other than (A)
        after-acquired property that is affixed or incorporated into the property
        covered by such Lien and (B) proceeds and products thereof and (ii) the renewal,
        extension or refinancing of the obligations secured or benefited by such
        Liens
        is permitted by Section
        7.03;

       

      (c)  Liens
        for
        taxes, assessments or governmental charges which are not required to be paid
        pursuant to Section
        6.04;

       

      (d)  statutory
        Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen
        or
        other like Liens arising in the ordinary course of business which secure
        amounts
        not overdue for a period of more than thirty (30) days or if more than thirty
        (30) days overdue, are unfiled and no other action has been taken to enforce
        such Lien or which are being contested in good faith and by appropriate
        proceedings diligently conducted which proceedings have the effect of preventing
        the forfeiture or sale of the property subject to such Lien, if adequate
        reserves with respect thereto are maintained on the books of the applicable
        Person;

       

      (e)  (i) pledges
        or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
        other than any Lien imposed by ERISA and (ii) pledges and deposits in the
        ordinary course of business securing liability for reimbursement or
        indemnification obligations of (including obligations in respect of letters
        of
        credit or bank guarantees for the benefit of) insurance carriers providing
        property, casualty or liability insurance to Holdings, the U.S. Borrower
        or any
        of its Subsidiaries;

       

      (f)  deposits
        to secure the performance of bids, trade contracts, governmental contracts
        and
        leases (other than Indebtedness for borrowed money), statutory obligations,
        surety, stay, customs and appeal bonds, performance bonds and other obligations
        of a like nature incurred in the ordinary course of business and not in
        connection with Indebtedness for money borrowed;

       

      (g)  easements,
        rights-of-way, restrictions, encroachments, protrusions and other similar
        encumbrances and minor title defects affecting real property which, in the
        aggregate, do not in any case materially interfere with the ordinary conduct
        of
        the business of the applicable Person;

       

      (h)  Liens
        securing judgments for the payment of money not constituting an Event of
        Default
        under Section
        8.01(h)
        and not
        yet required to be paid pursuant to Section
        6.04;

       

      (i)  Liens
        securing Indebtedness permitted under Section
        7.03(b)(v);
        provided
        that (i)
        such Liens attach concurrently with or within one hundred eighty (180) days
        after the acquisition, repair, replacement or improvement (as applicable)
        of the
        property subject to such Liens, (ii) such Liens do not at any time encumber
        any
        property other than the property financed by such Indebtedness and the proceeds
        and the products thereof and (iii) with respect to Capitalized Leases, such
        Liens do not at any time extend to or cover any assets other than the assets
        subject to such Capitalized Leases; provided
        that
        individual financings of equipment provided by one lender may be
        cross-collateralized to other financings of equipment provided by such lender
        on
        customary terms;

       

      (j)  leases,
        licenses, subleases or sublicenses granted to others in the ordinary course
        of
        business and not interfering in any material respect with the business of
        the
        U.S. Borrower or any of its material Restricted Subsidiaries so long as any
        such
        leases or subleases on any Real Property are subordinated to the Liens granted
        pursuant to the Loan Documents;

       

      (k)  Liens
        in
        favor of customs and revenue authorities arising as a matter of law to secure
        payment of customs duties in connection with the importation of goods in
        the
        ordinary course of business;

       

      (l)  Liens
        (i)
        of a collection bank arising under Section 4-210 of the Uniform Commercial
        Code on items in the course of collection, (ii) attaching to commodity trading
        accounts or other commodities brokerage accounts incurred in the ordinary
        course
        of business; and (iii) in favor of a banking institution arising as a matter
        of
        law encumbering deposits (including the right of set-off) and which are within
        the general parameters customary in the banking industry;

       

      (m)  Liens
        (i) on cash advances in favor of the seller of any property to be acquired
        in an Investment permitted pursuant to Sections 7.02(h)
        and
(n)
        to be
        applied against the purchase price for such Investment, and (ii) consisting
        of an agreement to Dispose of any property in a Disposition permitted under
        Section
        7.05,
        in each
        case, solely to the extent such Investment or Disposition, as the case may
        be,
        would have been permitted on the date of the creation of such Lien;

       

      (n)  Liens
        on
        property of any Foreign Subsidiary (other than a Canadian Subsidiary) securing
        Indebtedness of such Foreign Subsidiary to the extent permitted under
Section 7.03(b)(vi);

       

      (o)  Liens
        in
        favor of the U.S. Borrower or a Subsidiary of the U.S. Borrower securing
        Indebtedness permitted under Section
        7.03(b)(iv);
        provided
        that if
        such Liens are on any property of a U.S. Loan Party, such Liens are in favor
        of
        a U.S. Loan Party and if such Liens are on any property of a Canadian Loan
        Party, such Liens are in favor of a Loan Party;

       

      (p)  Liens
        existing on property at the time of its acquisition or existing on the property
        of any Person that becomes a Restricted Subsidiary after the date hereof
        (other
        than Liens on the Equity Interests of any Person that becomes a Restricted
        Subsidiary); provided
        that
        (i) such Lien was not created in contemplation of such acquisition or such
        Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to
        or cover any other assets or property (other than the proceeds or products
        thereof), and (iii) the Indebtedness secured thereby is permitted under
Section 7.03(b)(v),
        (ix)
        or
(xii);

       

      (q)  Liens
        arising from precautionary UCC financing statement (or the foreign equivalent
        thereof) filings regarding leases entered into by U.S. Borrower or any of
        its
        Restricted Subsidiaries in the ordinary course of business;

       

      (r)  any
        interest or title of a lessor, sublessor, licensee, sublicensee, licensor
        or
        sublicensor under any lease or license agreement in the ordinary course of
        business permitted by this Agreement;

       

      (s)  Liens
        arising out of conditional sale, title retention, consignment or similar
        arrangements for sale of goods entered into by the U.S. Borrower or any of
        its
        Restricted Subsidiaries in the ordinary course of business permitted by this
        Agreement;

       

      (t)  Liens
        deemed to exist in connection with Investments in repurchase agreements
        permitted under Section 7.02;

       

      (u)  Liens
        encumbering reasonable customary initial deposits and margin deposits and
        similar Liens attaching to commodity trading accounts or other brokerage
        accounts incurred in the ordinary course of business and not for speculative
        purposes;

       

      (v)  Permitted
        Encumbrances; and

       

      (w)  other
        Liens securing Indebtedness outstanding in an aggregate principal amount
        not to
        exceed $37,500,000.

       

      7.02  Investments

       

      .
        Make or
        hold any Investments, except:

       

      (a)  Investments
        held by the U.S. Borrower or such Restricted Subsidiary in the form of Cash
        Equivalents;

       

      (b)  loans
        or
        advances to officers, directors and employees of the U.S. Borrower and
        Restricted Subsidiaries in an aggregate amount not to exceed $5,000,000 at
        any time outstanding;

       

      (c)  Investments
        (i) by Holdings, the U.S. Borrower or any of its Restricted Subsidiaries
        in any
        U.S. Loan Party (including any new Restricted Subsidiary which becomes a
        U.S.
        Loan Party), (ii) by any Canadian Loan Party (x) in any other Canadian
        Loan Party and (y) in any Foreign Subsidiary that is a Restricted
        Subsidiary but not a Loan Party in an amount not to exceed $35,000,000 at
        any
        time outstanding, (iii) by any Restricted Subsidiary that is not a Loan
        Party in any other such Restricted Subsidiary, (iv) Investment by the U.S.
        Borrower or any Restricted Subsidiary that is a Loan Party in any Restricted
        Subsidiary that is not a U.S. Loan Party in an aggregate amount not to exceed
        $50,000,000 at any time outstanding plus any Specified Issuance Proceeds
        Not
        Otherwise Applied, and (v) by the U.S. Borrower or any Restricted Subsidiary
        in
        any Foreign Subsidiary consisting of (A) the contribution of Equity
        Interests of any other Foreign Subsidiary held directly by the U.S. Borrower
        or
        such Restricted Subsidiary in exchange for Indebtedness, Equity Interests
        or a
        combination thereof of the Foreign Subsidiary to which such contribution
        is
        made
        provided
        that if
        such Equity Interests are of a Canadian Loan Party either (x) such contribution
        is to a Canadian Loan Party or (y) the Restricted Subsidiary receiving such
        Equity Interests pledges such Equity Interests to secure the Canadian
        Obligations; or (B) the exchange of Equity Interests in any Foreign Subsidiary
        for Indebtedness of such Foreign Subsidiary;

       

      (d)  Investments
        consisting of extensions of credit in the nature of accounts receivable or
        notes
        receivable arising from the grant of trade credit in the ordinary course
        of
        business, and Investments received in satisfaction or partial satisfaction
        thereof from financially troubled account debtors;

       

      (e)  Investments
        arising out of transactions expressly permitted under Sections
        7.01,
        7.03(b)(iv)
        (other
        than subclause
        (C)(2)
        thereof)
        and (c)(iii),
        7.05
        (other
        than clauses (b),
        (d),
        (g),
        (h)
        and
(l)
        thereof)
        and 7.06;

       

      (f)  Investments
        existing on the Restatement Effective Date and set forth on Schedule
        7.02
        and any
        modification, replacement, renewal or extension thereof; provided
        that the
        amount of the original Investment is not increased except as otherwise permitted
        by this Section
        7.02;

       

      (g)  Investments
        in Swap Contracts permitted under Section 7.03;

       

      (h)  the
        purchase or other acquisition of all or substantially all of the property
        and
        assets or business of, any Person or of assets constituting a business unit,
        a
        line of business or division of such Person, or of at least 80% of the Equity
        Interests in a Person that, upon the consummation thereof, will be owned
        directly by the U.S. Borrower or one or more of its wholly owned Restricted
        Subsidiaries (including, without limitation, as a result of a merger or
        consolidation); provided
        that,
        with respect to each purchase or other acquisition made pursuant to this
        Section
        7.02(h)
        (each, a
“Permitted
        Acquisition”):

       

      (A) each
        applicable Loan Party and any such newly created or acquired Subsidiary shall
        comply with the applicable requirements of Section
        6.12;

       

      (B) 
        (1)
        immediately before and immediately after giving Pro Forma 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,
        (x) Holdings and its Subsidiaries shall be in Pro Forma Compliance with all
        of
        the covenants set forth in Section
        7.11,
        such
        compliance to be determined on the basis of the financial information most
        recently delivered to the Administrative Agents and the Lenders pursuant
        to
Section
        6.01(a)
        or
(b)
        as
        though such purchase or other acquisition had been consummated as of the
        first
        day of the fiscal period covered thereby and evidenced by a certificate from
        the
        Chief Financial Officer of the U.S. Borrower demonstrating such compliance
        calculation in reasonable detail, (y) at least $25,000,000 of the U.S. Revolving
        Credit Facility shall be available for the borrowing of Revolving Credit
        Loans;

       

      (C) the
        U.S.
        Borrower shall have delivered to the U.S. Administrative Agent, on behalf
        of the
        Lenders, at least one (1) Business Day prior to the date on which any such
        purchase or other acquisition is to be consummated, a certificate of a
        Responsible Officer, in form and substance reasonably satisfactory to the
        U.S.
        Administrative Agent, certifying that all of the requirements set forth in
        this
clause
        (h)
        have
        been satisfied or will be satisfied on or prior to the consummation of such
        purchase or other acquisition; and

       

      (D) except
        to
        the extent the purchase price therefor is paid by a Foreign Subsidiary, the
        fair
        market value of all property acquired in Permitted Acquisitions which is
        contributed to or owned by Subsidiaries that are not U.S. Loan Parties shall
        be
        deemed to be an Investment permitted only to the extent made pursuant to
        Section 7.02(c)(iv);

       

      (i)  Investments
        that U.S. Borrower has elected to be treated as Restricted Payments that
        are
        permitted by Section
        7.06;

       

      (j)  Investments
        in the ordinary course of business consisting of (i) endorse-ments for
        collection or deposit and (ii) customary trade arrangements with customers
        consistent with past practices;

       

      (k)  Investments
        (including debt obligations and Equity Interests) received in connection
        with
        the bankruptcy or reorganization of suppliers and customers and in settlement
        of
        delinquent obligations of, and other disputes with, customers and suppliers
        arising in the ordinary course of business and upon the foreclosure with
        respect
        to any secured Investment or other transfer of title with respect to any
        secured
        Investment;

       

      (l)  the
        licensing, sublicensing or contribution of IP Rights pursuant to joint marketing
        arrangements with Persons other than Holdings and its Restricted Subsidiaries
        in
        the ordinary course of business;

       

      (m)  loans
        and
        advances to Holdings in lieu of, and not in excess of the amount of (after
        giving effect to any other loans, advances or Restricted Payments in respect
        thereof), Restricted Payments to the extent permitted to be made to Holdings
        in
        accordance with Section
        7.06;
        

       

      (n)  so
        long
        as immediately after giving effect to any such Investment, (i) no Event of
        Default has occurred and is continuing and (ii) at least $25,000,000 of the
        U.S.
        Revolving Credit Facility shall be available for the borrowing of Revolving
        Credit Loans, other Investments by the U.S. Borrower and its Restricted
        Subsidiaries (or which are immediately contributed to the U.S. Borrower or
        its
        Subsidiaries) not exceeding $25,000,000 in any fiscal year (with a prorated
        amount available for the period from the Closing Date to December 31, 2004
        plus
        the amount of Specified Issuance Proceeds Not Otherwise Applied; provided,
        however,
        that
        (i) such $25,000,000 annual amount shall be increased to (A) $30,000,000,
        for so
        long as the Leverage Ratio as of the last day of the immediately preceding
        four
        fiscal quarters was less than 4.5:1 and (B) $35,000,000 for so long as the
        Leverage Ratio as of the last day of the immediately preceding four fiscal
        quarters was less than 4.0:1 and (ii) any unutilized amounts may be carried
        over
        to subsequent years; provided,
        further,
        that,
        to the extent that any such Investment (or series of related Investments)
        made
        pursuant to this clause (n)
        consists
        of the contribution(s) or other transfer(s) of property (other than cash)
        having
        an aggregate net book value in excess of $5,000,000 to a Joint Venture for
        consideration less than the fair market value of such property, then the
        U.S.
        Borrower shall have delivered to the U.S. Administrative Agent a pro forma
        Compliance Certificate demonstrating that, upon after giving Pro Forma Effect
        to
        such Investment(s), the Loan Parties would be in compliance with the financial
        covenants set forth in Section
        7.11;
        and

       

      (o)  Investments
        by the U.S. Borrower or any Restricted Subsidiary deemed to occur upon the
        designation of any Restricted Subsidiary as an Unrestricted Subsidiary;
provided
        that the
        aggregate amount of all Investments made by the U.S. Borrower and its Restricted
        Subsidiaries pursuant to this Section
        7.02(o)
        (measured based on the fair market value of each such Investment on the date
        of
        designation without giving effect to any subsequent changes in fair market
        value) does not exceed $25,000,000.

       

      7.03  Indebtedness

       

      .
        Create,
        incur, assume or suffer to exist any Indebtedness, except:

       

      (a)  in
        the
        case of the U.S. Borrower:

       

      (i)  the
        Nortek Existing Senior Subordinated Notes; and

       

      (ii)  Permitted
        Subordinated Indebtedness (A) in an aggregate amount not to exceed
        $50,000,000 at any time outstanding, and (B) in an aggregate amount in
        excess of $50,000,000 solely to the extent that such excess amounts are applied
        to prepay the Loans pursuant to Section
        2.05(b)(v);

       

      (b)  in
        the
        case of U.S. Borrower and its Restricted Subsidiaries:

       

      (i)  Indebtedness
        of the Loan Parties under the Loan Documents;

       

      (ii)  Indebtedness
        (other than with respect to the Senior Subordinated Notes) outstanding on
        the
        Restatement Effective Date and listed on Schedule 7.03(b)
        and any
        modifications, refinancings, refundings, renewals or extensions thereof;
        provided
        that (A)
        the amount of such Indebtedness is not increased at the time of such
        modification, refinancing, refunding, renewal or extension except by an amount
        equal to a reasonable premium or other reasonable amount paid, and fees and
        expenses reasonably incurred, in connection with such refinancing or as
        otherwise permitted pursuant to this Section
        7.03,
        and (B)
        the terms and conditions (including, if applicable, as to collateral and
        subordination) of any such modified, extending, refunding or refinancing
        Indebtedness are not materially less favorable to the Loan Parties or the
        Lenders than the terms and conditions of the Indebtedness being modified,
        extended, refunded or refinanced;

       

      (iii)  Guarantees
        of the U.S. Borrower and its Restricted Subsidiaries in respect of Indebtedness
        of the U.S. Borrower or such Restricted Subsidiary otherwise permitted under
        this Section
        7.03(b);
        provided
        that (i)
        if such Guarantee is a Guarantee of Indebtedness of a U.S. Loan Party by
        any
        Restricted Subsidiary, such Restricted Subsidiary is a U.S. Loan Party or
        such
        Restricted Subsidiary shall have also provided a Guarantee of the Obligations
        substantially on the terms set forth in the U.S. Subsidiary Guaranty,
        (ii) if such Guarantee is a Guarantee of Indebtedness of a Canadian Loan
        Party by any Restricted Subsidiary, such Restricted Subsidiary is a Loan
        Party
        or such Restricted Subsidiary shall have also provided a Guarantee of the
        Canadian Obligations substantially on the terms set forth in the Canadian
        Guaranty and (iii) if such Indebtedness is subordinated to the Obligations,
        such
        Guarantee shall be also be subordinated to the Obligations on terms no less
        favorable to the Lenders;

       

      (iv)  Indebtedness
        of (A) any U.S. Loan Party owing to any other U.S. Loan Party, (B) any
        Canadian Loan Party owing to any other Loan Party, (C) any Restricted Subsidiary
        that is not a Loan Party owing to (1) any other Restricted Subsidiary that
        is not a Loan Party or (2) Holdings or a Loan Party in respect of an Investment
        permitted under Section 7.02(c)
        or
(n),
        and (D)
        any Loan Party owing to any Restricted Subsidiary which is not a Loan Party;
        provided
        that all
        such Indebtedness of any Loan Party in this clause
        (iv)(D)
        must be
        expressly subordinated to the Obligations or the Canadian Obligations, as
        applicable and be represented by the Intercompany Note;

       

      (v)  Attributable
        Indebtedness and purchase money obligations (including obligations in respect
        of
        mortgage, industrial revenue bond, industrial development bond and similar
        financings) to finance the purchase, repair or improvement of fixed or capital
        assets within the limitations set forth in Section 7.01(i)
        and any
        Permitted Refinancing thereof; provided,
        however,
        that
        the aggregate amount of all such Indebtedness at any one time outstanding
        shall
        not exceed $30,000,000;

       

      (vi)  Indebtedness
        of Foreign Subsidiaries (x) in an aggregate principal amount at any time
        outstanding for all such Persons taken together not exceeding $50,000,000
        less
        the
        aggregate amount of the Canadian Credit Commitments at such time and (y)
        incurred prior to September 30, 2006 for the purpose of making investments
        in
        Poland operations of the Foreign Subsidiaries in an amount not to exceed
        $15,000,000;

       

      (vii)  Indebtedness
        in respect of Swap Contracts designed to hedge against foreign exchange rates
        or
        commodities pricing risks incurred in the ordinary course of business and
        not
        for speculative purposes;

       

      (viii)  Indebtedness
        (other than for borrowed money) subject to Liens permitted under Section
        7.01;

       

      (ix)  Indebtedness
        (A) of the U.S. Borrower or a Restricted Subsidiary assumed in connection
        with
        any Permitted Acquisition (and not created in contemplation thereof) or (B)
        Indebtedness of the U.S. Borrower owed to the seller of any property acquired
        in
        a Permitted Acquisition on an unsecured subordinated basis (on terms no less
        favorable to the Lenders than the terms of the Senior Subordinated Notes),
        in
        each case, so long as both immediately prior and after giving effect thereto,
        (x) no Event of Default shall exist or result therefrom, and (y) U.S.
        Borrower and its Subsidiaries will be in Pro Forma Compliance with the covenants
        set forth in Section 7.11,
        after
        giving effect to such Permitted Acquisition and the incurrence or issuance
        of
        such Indebtedness and any Permitted Refinancing thereof; provided
        that the
        aggregate principal amount of Indebtedness incurred pursuant to clause
        (B)
        that
        matures prior to the Maturity Date of all of the Facilities shall not exceed
        $100,000,000 at any time outstanding;

       

      (x)  [intentionally
        omitted];

       

      (xi)  Indebtedness
        consisting of promissory notes issued by any Loan Party to current or former
        officers, directors and employees, their respective estates, spouses or former
        spouses to finance the purchase or redemption of Equity Interests of Holdings
        or
        Investors LLC permitted by Section 7.06;

       

      (xii)  Indebtedness
        incurred by the U.S. Borrower or its Restricted Subsidiaries in a Permitted
        Acquisition or Disposition under agreements providing for customary adjustments
        of the purchase price;

       

      (xiii)  [intentionally
        omitted];

       

      (xiv)  Cash
        Management Obligations and other Indebtedness in respect of endorsements
        for
        collection or deposit, netting services, overdraft protections and similar
        arrangements in each case in connection with deposit accounts; 

       

      (xv)  Indebtedness
        in an aggregate principal amount not to exceed $75,000,000 at any time
        outstanding;

       

      (xvi)  Indebtedness
        evidenced by the Senior Subordinated Notes and any Permitted Refinancing
        thereof; 

       

      (xvii)  Indebtedness
        consisting of (a) the financing of insurance premiums, (b) take-or-pay
        obligations contained in supply arrangements and (c) customary indemnification
        obligations, in each case, incurred in the ordinary course of business and
        not
        in connection with debt for money borrowed;

       

      (xviii)  Indebtedness
        incurred by the U.S. Borrower or any of its Restricted Subsidiaries constituting
        reimbursement obligations with respect to letters of credit issued in the
        ordinary course of business in respect of workers compensation claims, health,
        disability or other employee benefits or property, casualty or liability
        insurance or self-insurance or other Indebtedness with respect to
        reimbursement-type obligations regarding workers compensation claims in the
        ordinary course of business; provided
        that
        upon the drawing of such letters of credit or the incurrence of such
        Indebtedness, such obligations are reimbursed within 30 days following such
        drawing or incurrence; and

       

      (xix)  obligations
        in respect of performance and surety bonds and performance and completion
        guarantees provided by the U.S. Borrower or any of its Restricted Subsidiaries
        or obligations in respect of letters of credit related thereto, in each case
        in
        the ordinary course of business consistent with past practice and not in
        connection with debt for money borrowed; and

       

      (c)  in
        the
        case of Holdings:

       

      (i)  Indebtedness
        under the Loan Documents;

       

      (ii)  unsecured
        Indebtedness of Holdings that (“Permitted
        Holdco Debt”)
        (A) is not subject to any Guarantee by the U.S. Borrower or any of its
        Restricted Subsidiaries, (B) will not mature prior to the date that is
        ninety-one (91) after the Maturity Date of the Term B Facility, (C) has no
        amortization, mandatory prepayment events or payments of principal,
        (D) does not permit any payments in cash of interest or other amounts in
        respect of the principal thereof for at least five (5) years from the date
        of
        the issuance or incurrence thereof, and (E) has mandatory prepayment
        (including any original issue discount catch-up payment not earlier than
        the
        first scheduled interest payment following the fifth anniversary of the date
        of
        issuance), repurchase or redemption, covenant, default and remedy provisions
        customary for senior discount notes of an issuer that is the parent of a
        borrower under senior secured credit facilities, and in any event, with respect
        to covenant, default and remedy provisions, no more restrictive than those
        contained in the Senior Subordinated Notes Indenture, taken as a whole (other
        than provisions customary for senior discount notes of a holding company);
        provided
        any such
        Indebtedness shall constitute Permitted Holdco Debt only if (i) both before
        and after giving effect to the issuance or incurrence thereof, no Default
        or
        Event of Default shall have occurred and be continuing, and (ii) after
        giving Pro Forma Effect to the issuance or incurrence thereof, the Holdings
        Consolidated Leverage Ratio shall be less than 6.00:1.00 and the Leverage
        Ratio
        shall be less than 4.25:1.00;

       

      (iii)  [intentionally
        omitted]

       

      (iv)  Indebtedness
        permitted to be incurred by Holdings pursuant to clause
        (b)(iv)
        above;

       

      (v)  Indebtedness
        which is owed to the seller of any property acquired in a Permitted Acquisition
        on an unsecured subordinated basis (on terms no less favorable to the Lenders
        than those set forth in the Senior Subordinated Notes) so long as (A) the
        Holdings Consolidated Leverage Ratio shall be less than 6.00:1.00 and (B)
        if
        applicable, Holdings complies with the proviso in Section 7.06(f)(v)
        (whether
        or not any Restricted Payment is made to Holdings); and

       

      (vi)  Indebtedness
        of the type described in Sections 7.03(b)(viii),
        (xi), (xii), (xvii)(a)
        and
(xix).

       

      7.04  Fundamental
        Changes

       

      .
        Merge,
        dissolve, liquidate, amalgamate, consolidate with or into another Person,
        or
        Dispose of (whether in one transaction or in a series of transactions) all
        or
        substantially all of its assets (whether now owned or hereafter acquired)
        to or
        in favor of any Person, except that, so long as no Default exists or would
        result therefrom:

       

      (a)  any
        Restricted Subsidiary may merge with (i) the U.S. Borrower (including a merger,
        the purpose of which is to reorganize the U.S. Borrower into a new jurisdiction
        which is a State of the United States of America), provided
        that the
        U.S. Borrower shall be the continuing or surviving Person or the surviving
        Person shall expressly assume the obligations of the U.S. Borrower pursuant
        to
        documents reasonably acceptable to the U.S. Administrative Agent, or (ii)
        any
        one or more other Restricted Subsidiaries, provided
        that
        when any U.S. Guarantor is merging with another Restricted Subsidiary, the
        U.S.
        Guarantor shall be the continuing or surviving Person;

       

      (b)  any
        Canadian Subsidiary may merge or amalgamate with (i) a Canadian Borrower
        (including a merger or amalgamation, the purpose of which is to reorganize
        a
        Canadian Borrower into a new jurisdiction which is a province of Canada),
        provided
        that
        such Canadian Borrower shall be the continuing or surviving Person or the
        surviving Person shall expressly assume the obligations of such Canadian
        Borrower pursuant to documents reasonably acceptable to the Canadian
        Administrative Agent, or (ii) any one or more other Restricted Subsidiaries,
        provided
        that
        when any Canadian Guarantor is merging or amalgamating with another Restricted
        Subsidiary, a Guarantor shall be the continuing or surviving
        Person;

       

      (c)  any
        Restricted Subsidiary may Dispose of all or substantially all of its assets
        (upon voluntary liquidation or otherwise) to (i) the U.S. Borrower or to
        another Restricted Subsidiary; provided
        that if
        the transferor in such a transaction is a Guarantor, then the transferee
        must
        either be the U.S. Borrower or a U.S. Guarantor or (ii) a Canadian Borrower
        or
        another Restricted Subsidiary; provided
        that if
        the transferor in such transaction is a Canadian Loan Party, then the transferee
        must be a Loan Party;

       

      (d)  any
        Restricted Subsidiary may merge or amalgamate with or Dispose of all or
        substantially all of its assets to any other Person in order to effect an
        Investment permitted pursuant to Section
        7.02;
        provided
        that if
        the continuing or surviving Person shall be a Restricted Subsidiary, such
        Restricted Subsidiary and each of its Restricted Subsidiaries shall have
        complied with the applicable requirements of Section
        6.12;

       

      (e)  [intentionally
        omitted]; and

       

      (f)  a
        merger,
        dissolution, liquidation, consolidation or Disposition, the purpose of which
        is
        to effect a Disposition permitted pursuant to Section
        7.05
        (other
        than clause
        (e)
        thereof).

       

      7.05  Dispositions

       

      . Make
        any
        Disposition or enter into any agreement to make any Disposition,
        except:

       

      (a)  Dispositions
        of obsolete or worn out property, whether now owned or hereafter acquired,
        in
        the ordinary course of business and Dispositions of property no longer used
        in
        the conduct of the business of the U.S. Borrower and its Restricted
        Subsidiaries;

       

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

       

      (c)  Dispositions
        of property to the extent that (i) such property is exchanged for credit
        against
        the purchase price of similar replacement property or (ii) the proceeds of
        such
        Disposition are promptly applied to the purchase price of such replacement
        property;

       

      (d)  Dispositions
        of property by any Restricted Subsidiary to the U.S. Borrower or to a Restricted
        Subsidiary; provided
        that
        (A) if the transferor of such property is a U.S. Loan Party either
        (i) the transferee is a U.S. Loan Party or (ii) to the extent such
        transaction constitutes an Investment, such transaction is permitted under
        Section 7.02
        and (B)
        if the transferor of such property is a Canadian Loan Party either (i) the
        transferee is a Loan Party or (ii) to the extent such transaction constitutes
        an
        Investment, such transaction is permitted under Section
        7.02;

       

      (e)  Dispositions
        permitted by Sections
        7.04
        and
        7.06
        (solely
        with respect to reissuances of Equity Interests of treasury stock of
        Holdings);

       

      (f)  Dispositions
        by the U.S. Borrower and its Restricted Subsidiaries of property pursuant
        to
        sale-leaseback transactions; provided
        that (i)
        the fair market value of all property so Disposed of shall not exceed
        $25,000,000 from and after the Closing Date and (ii) the purchase price for
        such
        property shall be paid to the U.S. Borrower or such Restricted Subsidiary
        for
        not less than 75% cash consideration;

       

      (g)  Dispositions
        of Cash Equivalents;

       

      (h)  Dispositions
        of accounts receivable in connection with the collection or compromise
        thereof;

       

      (i)  licensing
        or sublicensing of IP Rights in the ordinary course of business on customary
        terms;

       

      (j)  Dispositions
        of assets listed on Schedule 7.05(j)
        to the
        Original Credit Agreement; 

       

      (k)  leases,
        subleases, licenses or sublicenses of property in the ordinary course of
        business and which do not materially interfere with the business of Holdings
        and
        its Subsidiaries;

       

      (l)  transfers
        of property subject to Casualty Events upon receipt of the Net Cash Proceeds
        of
        such Casualty Event; and

       

      (m)  Dispositions
        by the U.S. Borrower and its Restricted Subsidiaries not otherwise permitted
        under this Section
        7.05;
        provided
        that (i)
        at the time of such Disposition, no Event of Default shall exist or would
        result
        from such Disposition, (ii) the aggregate fair market value of all property
        Disposed of in reliance on this clause
        (m)
        shall
        not exceed $75,000,000 since the Restatement Effective Date (excluding any
        property Disposed of in a Disposition or series of related Dispositions
        involving property with an aggregate fair market value of less than $5,000,000),
        and (iii) the purchase price for such property shall be paid to the U.S.
        Borrower or such Subsidiary for not less than 75% cash consideration;

       

      provided,
        however,
        that
        (x) any Disposition of any property pursuant to this Section
        7.05
        (except
        pursuant to Sections 7.05(d)(A)(i),
        (d)(B)(i),
        (e),
        (h)
        and
(j)),
        shall
        be for no less than the fair market value of such property at the time of
        such
        Disposition and (y) if (A) such Disposition constitutes a Material Disposition
        and (B) at least $25,000,000 in Material Dispositions pursuant to Section
        7.05(m)
        have
        been made in the aggregate following the Closing Date, prior to any Disposition
        of such property pursuant to Section
        7.05(m),
        the
        U.S. Borrower shall deliver to the Administrative Agents a pro forma Compliance
        Certificate demonstrating that, upon giving effect on a Pro Forma Basis to
        such
        transaction, the Loan Parties would be in compliance with the financial
        covenants set forth in Section
        7.11.
        To the
        extent any Collateral is Disposed of as expressly permitted by this Section
        7.05
        (other
        than to a Loan Party), such Collateral shall be sold free and clear of the
        Liens
        created by the Loan Documents, and the Administrative Agents shall be authorized
        to take any actions deemed appropriate in order to effect the
        foregoing.

       

      7.06  Restricted
        Payments

       

      .
        Declare
        or make, directly or indirectly, any Restricted Payment, except:

       

      (a)  each
        Restricted Subsidiary may make Restricted Payments to the U.S. Borrower and
        to
        Restricted Subsidiaries (and, in the case of a Restricted Payment by a
        non-wholly-owned Restricted Subsidiary, to the U.S. Borrower and any Restricted
        Subsidiary and to each other owner of Equity Interests of such Restricted
        Subsidiary based on their relative ownership interests);

       

      (b)  Holdings
        and each Restricted Subsidiary may declare and make dividend payments or
        other
        distributions payable solely in the Equity Interests (other than Disqualified
        Equity Interests) of such Person;

       

      (c)  so
        long
        as no Default shall have occurred and be continuing or would result therefrom,
        Holdings and the Borrower may make Restricted Payments with the Net Cash
        Proceeds from any Permitted Equity Issuance
        or
        Permitted Holdco Debt (in each case, to the extent constituting Specified
        Issuance Proceeds) or up to $25,000,000 of Permitted Subordinated Debt since
        the
        Closing Date, in each case, to the extent Not Otherwise Applied;

       

      (d)  the
        U.S.
        Borrower may make Restricted Payments in an amount equal to any reduction
        in
        taxes realized by the U.S. Borrower and its Restricted Subsidiaries in the
        form
        of refunds or deductions realized in connection with the Transactions (the
        “Tax
        Reduction Amount”)
        minus the amount used to prepay, redeem, purchase or defease Junior
        Financing pursuant to Section
        7.14(a)(i)(B)
        in
        reliance on this Section
        7.06(d);
        provided
        that,
        (x) prior to making a Restricted Payment pursuant to this Section
        7.06(d),
        a
        Responsible Officer of the U.S. Borrower shall have delivered an officer’s
        certificate to the U.S. Administrative Agent setting forth a reasonably detailed
        calculation of the Tax Reduction Amount realized by the U.S. Borrower as
        of the
        date of such officer’s certificate and the amount of Restricted Payments and the
        amount of prepayments, redemptions, purchases and defeasances of Junior
        Financing previously made in reliance on this Section
        7.06(d)
        (or
Section 7.06(d)
        of the
        Original Credit Agreement) and demonstrating Pro Forma Compliance with each
        of
        the covenants set forth in Section 7.11;

       

      (e)  to
        the
        extent constituting Restricted Payments, the U.S. Borrower and its Restricted
        Subsidiaries may enter into transactions expressly permitted by Section
        7.04
        or
7.08;

       

      (f)  any
        Restricted Subsidiary of Holdings may make Restricted Payments to Holdings
        (and
        Holdings may make the Restricted Payments referred to in paragraph (iv)
        of this
clause
        (f)):

       

      (i)  the
        proceeds of which will be used to pay the tax liability for the relevant
        jurisdiction in respect of consolidated, combined, unitary or affiliated
        returns
        for the relevant jurisdiction of Holdings attributable to the U.S. Borrower
        and
        its Restricted Subsidiaries determined as if the U.S. Borrower and its
        Restricted Subsidiaries filed separately;

       

      (ii)  the
        proceeds of which shall be used by Holdings to pay its (or to make a Restricted
        Payment to any direct or indirect parent company of the U.S. Borrower to
        enable
        it to pay) operating expenses incurred in the ordinary course of business
        and
        other corporate overhead costs and expenses (including, without limitation,
        administrative, legal, accounting and similar expenses provided by third
        parties), which are reasonable and customary and incurred in the ordinary
        course
        of business, in an aggregate amount not to exceed $3,000,000 in any fiscal
        year
plus
        any
        reasonable and customary indemnification claims made by directors or officers
        of
        Holdings or any direct or indirect parent company of the U.S. Borrower
        attributable to the ownership or operations of the U.S. Borrower and its
        Restricted Subsidiaries;

       

      (iii)  the
        proceeds of which shall be used by Holdings to pay (or to make a Restricted
        Payment to any direct or indirect parent company of the U.S. Borrower to
        enable
        it to pay to enable it to pay) its franchise taxes;

       

      (iv)  the
        proceeds of which will be used to repurchase the Equity Interests of Holdings
        from, or to make a Restricted Payment to any direct or indirect parent company
        of the U.S. Borrower to enable it to repurchase its Equity Interests from,
        directors, employees or members of management of Holdings or any direct or
        indirect parent company of the U.S. Borrower, the U.S. Borrower or any
        Restricted Subsidiary (or their estate, family members, spouse and/or former
        spouse), in an aggregate amount not in excess of $7,500,000 in any calendar
        year
plus
        the
        proceeds of any key-man life insurance maintained by Holdings, the U.S. Borrower
        or any of its Restricted Subsidiaries; provided
        that the
        U.S. Borrower may carry-over and make in any subsequent calendar year or
        years,
        in addition to the amount for such calendar year, the amount not utilized
        in the
        prior calendar year or years up to a maximum of $15,000,000;

       

      (v)  to
        finance any Investment permitted to be made pursuant to Section
        7.02;
        provided
        that (A)
        such Restricted Payment shall be made concurrently with the closing of such
        Investment and (B) Holdings shall, immediately following the closing
        thereof, cause (1) all property acquired (whether assets or Equity Interests)
        to
        be contributed to the U.S. Borrower or its Restricted Subsidiaries or (2)
        the
        merger (to the extent permitted in Section
        7.04)
        of the
        Person formed or acquired into the U.S. Borrower or its Subsidiaries in order
        to
        consummate such Permitted Acquisition; or

       

      (vi)  the
        proceeds of which shall be used by Holdings or any direct or indirect parent
        company of the U.S. Borrower to pay fees and expenses (other than to Affiliates)
        related to any unsuccessful equity or debt offering;

       

      (g)  in
        addition to the foregoing Restricted Payments, so long as no Default shall
        have
        occurred and is continuing or would result therefrom, the U.S. Borrower may
        make
        additional Restricted Payments to Holdings the proceeds of which may be utilized
        by Holdings to make additional Restricted Payments in an aggregate amount
        not to
        exceed (A) $10,000,000 since the Closing Date (such amount to be increased
        to (x) $20,000,000 for so long as at the Leverage Ratio at the time of
        determination is less than 4.00:1.00 as of the end of the most recent fiscal
        quarter for which financial statements were required to be delivered pursuant
        to
Sections
        6.01(a)
        and
6.01(b)
        and
        (y) $30,000,000 for so long as at the Leverage Ratio is less than 3.50:1.00
        as of the end of the most recent fiscal quarter for which financial statements
        were required to be delivered pursuant to Sections
        6.01(a)
        and
6.01(b))
        plus
        (B) without duplication, 50% of Consolidated Net Income for the period
        (taken as one accounting period) commencing with the start of the U.S.
        Borrower’s 2005 fiscal year and ending on the date of the U.S. Borrower’s most
        recently ended fiscal quarter for which financial statements required to
        be
        delivered pursuant to Section
        6.01(a)
        or
(b)
        are
        available at the time of such Restricted Payment (or, if Consolidated Net
        Income
        for such period is negative, less 100% of such deficit) minus (C) the
        amount used to prepay, redeem, purchase or defease Junior Financing pursuant
        to
Section
        7.14(a)(i)(B);
        and

       

      (h)  repurchases
        of Equity Interests of Holdings deemed to occur upon the non-cash exercise
        of
        stock options and warrants.

       

      7.07  Change
        in Nature of Business

       

      .
        Engage
        in any material line of business substantially different from those lines
        of
        business conducted by the U.S. Borrower and its Restricted Subsidiaries on
        the
        date hereof or any business reasonably related or ancillary
        thereto.

       

      7.08  Transactions
        with Affiliates

       

      .
        Enter
        into any transaction of any kind with any Affiliate of the U.S. Borrower,
        whether or not in the ordinary course of business, other than
        (a) transactions (i) between or among U.S. Loan Parties,
        (ii) between or among Canadian Loan Parties, (iii) between or among
        Canadian Loan Parties and U.S. Loan Parties on terms substantially as favorable
        to the U.S. Loan Parties as would be obtainable by the U.S. Loan Parties
        at the
        time in a comparable arm’s-length transaction with a Person other than an
        Affiliate, (iv) between or among Canadian Loan Parties and Subsidiaries that
        are
        not Loan Parties on terms substantially as favorable to the Canadian Loan
        Parties as would be obtainable by the Canadian Loan Parties at the time in
        a
        comparable arm’s-length transaction with a Person other than an Affiliate, (v)
        between or among Restricted Subsidiaries that are not Loan Parties and
        (vi) between or among the Loan Parties, the Restricted Subsidiaries and/or
        any joint venture in which any of them owns an interest, in each case, in
        the
        ordinary course of business, (b) on fair and reasonable terms substantially
        as favorable to the applicable Borrower or such Restricted Subsidiary as
        would
        be obtainable by the applicable Borrower or such Restricted Subsidiary at
        the
        time in a comparable arm’s-length transaction with a Person other than an
        Affiliate, (c) the payment of fees, expenses and other payments made in
        connection with the consummation of the Transactions, (d) so long as no
        Event of Default shall have occurred and be continuing under Section 8.01(f),
        the
        payment of fees to the Sponsor pursuant to the Sponsor Management Agreement,
        (e) equity issuances by Holdings permitted under Section
        7.06,
        (f)
        loans and other transactions by Holdings and its Restricted Subsidiaries
        to the
        extent permitted under Section
        7.06 or
        clauses (b),
        (c),
        (e)
        and
(m)
        of
Section
        7.02,
        (g) customary fees may be paid to any directors of Holdings and
        reimbursement of reasonable out-of-pocket costs of the directors of Holdings,
        (h) Holdings and its Restricted Subsidiaries may enter into employment and
        severance arrangements with officers and employees in the ordinary course
        of
        business, (i) the payment of customary fees and reasonable out-of-pocket
        cost to, and indemnities provided on behalf of, directors, officers, employees
        and consultants of the Holdings, the U.S. Borrower and the Subsidiaries in
        the
        ordinary course of business to the extent attributable to the ownership or
        operation of the U.S. Borrower and its Restricted Subsidiaries, as determined
        in
        good faith by the board of directors of the U.S. Borrower or senior management
        thereof, (j) transactions pursuant to permitted agreements in existence on
        the
        Closing Date and set forth on Schedule
        7.08
        to the
        Original Credit Agreement or any amendment thereto to the extent such an
        amendment is not adverse to the Lenders in any material respect,
        (k) dividends, redemptions and repurchases permitted under Section
        7.06,
        and (l)
        payments by Holdings, the U.S. Borrower and any Restricted Subsidiaries to
        the
        Sponsor made for any customary financial advisory, financing, underwriting
        or
        placement services or in respect of other investment banking activities,
        including in connection with acquisitions or divestitures, which payments
        are
        (A) pursuant to the Sponsor Management Agreement as in effect on the
        Closing Date and (B) approved by the majority of the members of the board
        of directors or a majority of the disinterested members of the board of
        directors of the U.S. Borrower, in each case in good faith.

       

      7.09  Burdensome
        Agreements

       

      . Enter
        into or permit to exist any Contractual Obligation (other than this Agreement
        or
        any other Loan Document) that limits the ability (a) of any Restricted
        Subsidiary of the U.S. Borrower to make Restricted Payments to the U.S. Borrower
        or any Guarantor or to otherwise transfer property to or invest in the Borrower
        or any Guarantor, except for any agreement in effect (i) (x) on the date
        hereof and (y) to the extent Contractual Obligations permitted by clause
        (x) are
        set forth in an agreement evidencing Indebtedness, are set forth in any
        agreement evidencing any permitted renewal, extension or refinancing of such
        Indebtedness so long as such renewal, extension or refinancing does not expand
        the scope of such Contractual Obligation, (ii) at the time any Subsidiary
        becomes a Restricted Subsidiary, so long as such agreement was not entered
        into
        solely in contemplation of such Person becoming a Restricted Subsidiary,
        (iii)
        representing Indebtedness of a Restricted Subsidiary which is not a Loan
        Party
        which is permitted by Section
        7.03,
        or (iv)
        in connection with any Disposition permitted by Section
        7.05
        relating
        solely to the assets to be disposed of, and (b) of the U.S. Borrower or any
        Loan
        Party to create, incur, assume or suffer to exist Liens on property of such
        Person for the benefit of the Lenders with respect to the Facilities and
        the
        Obligations or under the Loan Documents except for (i) negative pledges and
        restrictions on Liens in favor of any holder of Indebtedness permitted under
        Section 7.03
        but
        solely to the extent any negative pledge relates to the property subject
        to a
        Lien permitted by Section
        7.01
        or
        (ii) customary restrictions on leases, subleases, licenses or asset sale
        agreements otherwise permitted hereby so long as such restrictions may relate
        to
        the assets subject thereto; provided,
        however,
        that
        clauses (a) and (b) shall not prohibit Contractual Obligations that (i) are
        customary provisions in joint venture agreements and other similar agreements
        applicable to joint ventures permitted under Section
        7.02
        and
        applicable solely to such joint venture entered into in the ordinary course
        of
        business, or (ii) apply only to the property or assets securing Indebtedness
        permitted to be secured by such property or assets by Section
        7.01
        and
Section
        7.03,
        (iii)
        are customary provisions restricting subletting or assignment of any lease
        governing a leasehold interest, (iv) are customary provisions restricting
        assignment of any agreement entered into in the ordinary course of business
        and
        (v) are restrictions on cash or other deposits imposed by customers under
        contracts entered into in the ordinary course of business.

       

      7.10  Use
        of
        Proceeds

       

      .
        Use the
        proceeds of any Credit Extension, whether directly or indirectly, to purchase
        or
        carry margin stock (within the meaning of Regulation U of the FRB) or to
        extend
        credit to others for the purpose of purchasing or carrying margin stock or
        to
        refund Indebtedness originally incurred for such purpose.

       

      7.11  Financial
        Covenants

       

      . 

       

      (a)  Leverage
        Ratio.
        Permit
        the Leverage Ratio as of the end of any fiscal quarter of the U.S. Borrower
        set
        forth below to be greater than the ratio set forth below opposite such
        period:

       

      
        	
                Fiscal
                  Year

              	
                March
                  31

              	
                June
                  30

              	
                September
                  30

              	
                December
                  31

              
	
                2005

              	
                N/A

              	
                N/A

              	
                N/A

              	
                6.35:1:00

              
	
                2006

              	
                6.25:1:00

              	
                6.25:1:00

              	
                6.25:1:00

              	
                6.10:1:00

              
	
                2007

              	
                6.10:1:00

              	
                6.10:1:00

              	
                6.10:1:00

              	
                5.85:1:00

              
	
                2008

              	
                5.85:1:00

              	
                5.60:1:00

              	
                5.60:1:00

              	
                5.25:1:00

              
	
                2009

              	
                5.25:1:00

              	
                5.25:1:00

              	
                5.00:1:00

              	
                5.00:1:00

              
	
                2010

              	
                5.00:1:00

              	
                5.00:1:00

              	
                5.00:1:00

              	
                4.75:1:00

              
	
                2011

              	
                4.50:1:00

              	
                4.50:1:00

              	
                N/A

              	
                N/A

              


      

      (b)  Interest
        Coverage Ratio.
        Permit
        the Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower
        as set forth below to be less than the ratio set forth below opposite such
        fiscal quarter:

       

      
        	
                Fiscal
                  Year

              	
                March
                  31

              	
                June
                  30

              	
                September
                  30

              	
                December
                  31

              
	
                2005

              	
                N/A

              	
                N/A

              	
                N/A

              	
                1.75:1:00

              
	
                2006

              	
                1.85:1:00

              	
                1.85:1:00

              	
                1.95:1:00

              	
                1.95:1:00

              
	
                2007

              	
                2.00:1:00

              	
                2.00:1:00

              	
                2.10:1:00

              	
                2.10:1:00

              
	
                2008

              	
                2.20:1:00

              	
                2.20:1:00

              	
                2.20:1:00

              	
                2.20:1:00

              
	
                2009

              	
                2.30:1:00

              	
                2.30:1:00

              	
                2.30:1:00

              	
                2.30:1:00

              
	
                2010

              	
                2.30:1:00

              	
                2.30:1:00

              	
                2.30:1:00

              	
                2.30:1:00

              
	
                2011

              	
                2.30:1:00

              	
                2.30:1:00

              	
                N/A

              	
                N/A

              


      

      (c)  Limitation
        on Capital Expenditures.
        Permit
        the aggregate amount of Capital Expenditures made in any period set forth
        below
        to exceed the amount set forth opposite such period below:

       

      
        	
                Test
                  Period

              	
                Amount
                  

              
	
                 

                Closing
                  Date - December
                  31, 2004

                 

              	
                 

                $22,000,000

                 

              
	
                 

                January
                  1, 2005 - December
                  31, 2005

                 

              	
                 

                $40,000,000

                 

              
	
                 

                January
                  1, 2006 - December
                  31, 2006

                 

              	
                 

                $45,000,000

                 

              
	
                 

                January
                  1, 2007 - December
                  31, 2007

                 

              	
                 

                $45,000,000

                 

              
	
                 

                January
                  1, 2008 - December
                  31, 2008

                 

              	
                 

                $45,000,000    

                 

              
	
                 

                January
                  1, 2009 - December
                  31, 2009

                 

              	
                 

                $50,000,000

                 

              
	
                 

                January
                  1, 2010 - December
                  31, 2010

                 

              	
                 

                $50,000,000

                 

              
	
                 

                January
                  1, 2011 - August
                  27, 2011

                 

              	
                 

                $33,333,333

                 

              


      

      


      ;
        provided,
        however,
        that
        (x) if the aggregate amount of Capital Expenditures made in any test period
        set forth above shall be less than the maximum amount of Capital Expenditures
        permitted under this Section 7.11(c)
        for such
        test period (after giving effect to any carryover), then an amount of such
        shortfall not exceeding 50% of such maximum amount (before giving effect
        to any
        carryover) may be added to the amount of Capital Expenditures permitted under
        this Section 7.11(c)
        for the
        immediately succeeding (but not any other) test period and (y) in
        determining whether any amount is available for carryover, the amount expended
        in any fiscal year shall first be deemed to be from the amount allocated
        to
        carryover for such fiscal year.

       

      7.12  Amendments
        of Organization Documents,
        Etc

       

       

      .
        Amend
        any of its Organization Documents, the Sponsor Management Agreement or the
        documentation governing the Equity Contribution (as defined in the Original
        Credit Agreement) in a manner materially adverse to the Administrative Agents
        or
        the Lenders.

       

      7.13  Accounting
        Changes

       

      .
        Make
        any change in the periods covered by the U.S. Borrower’s fiscal
        year.

       

      7.14  Prepayments,
        Etc. of Indebtedness

       

      .
        (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the
        scheduled maturity thereof in any manner any of the Senior Subordinated Notes,
        the Nortek Existing Senior Subordinated Notes, Indebtedness incurred pursuant
        to
Section
        7.03(b)(ix)(B)
        or
Section
        7.03(c)(v)
        any
        Permitted Subordinated Indebtedness and any Permitted Holdco Debt (collectively,
        “Junior
        Financing”)
        or
        make any payment in violation of any subordination terms of any Junior Financing
        Documentation, except so long as no Default shall have occurred and is
        continuing or would result therefrom (i) the prepayment, redemption,
        purchase or defeasance thereof with (A) the Net Cash Proceeds of any
        Specified Issuance Proceeds Not Otherwise Applied or (B) amounts available
        to make Restricted Payments pursuant to Section
        7.06 (d)(ii)(B) or
        (g),
        (ii) the conversion of any Junior Financing to Equity Interests (other than
        Disqualified Equity Interests), and (iii) scheduled mandatory payments of
        applicable high yield discount by Holdings on Junior Financing of Holdings
        on
        the date that is not prior to the first scheduled interest payment date
        thereunder after the fifth anniversary of the issuance date or (b) amend,
        modify or change in any manner materially adverse to the interests of the
        Administrative Agent or the Lenders any term or condition of any Junior
        Financing Documentation.

       

      7.15  Amendment
        of Acquisition
        Agreement

       

      .
        Amend,
        modify or supplement the Acquisition Agreement (as defined in the Original
        Credit Agreement) or waive or otherwise consent to any change or departure
        from
        any of the terms or conditions of the Acquisition Agreement in any manner
        materially adverse to the Administrative Agents or the Lenders.

       

      7.16  Equity
        Interests of the U.S. Borrower and Subsidiaries

       

      .
        

       

      (a)  (i)
        Permit the U.S. Borrower or any of its Restricted Subsidiaries to own directly
        or indirectly less than 80% of the Equity Interests of any of the Domestic
        Subsidiaries except as a result of or in connection with a dissolution, merger,
        consolidation or Disposition of a Subsidiary permitted by Section
        7.04
        or
7.05
        or an
        Investment in any Person permitted under Section
        7.02;
        or

       

      (b)  Permit
        the U.S. Borrower or any of its Restricted Subsidiaries to own directly or
        indirectly less than 80% of the Equity Interests of any of the Foreign
        Subsidiaries which are Restricted Subsidiaries except (A) to qualify
        directors where required by applicable Law or to satisfy other requirements
        of
        applicable Law with respect to the ownership of Equity Interests of Foreign
        Subsidiaries or (B) as a result of or in connection with a dissolution,
        merger, consolidation or disposition of a Subsidiary permitted by Section
        7.04
        and
7.05
        or an
        Investment in any Person permitted under Section
        7.02;
        or

       

      (c)  Create,
        incur, assume or suffer to exist any Lien on any Equity Interests of any
        Borrower (other than Liens pursuant to the Loan Documents and non-consensual
        Liens arising solely by operation of law and customary restrictions in joint
        venture agreements).

       

      7.17  Holding
        Company

       

      .

       

      (a)  In
        the
        case of Holdings, (i) conduct, transact or otherwise engage in any business
        or operations other than those incidental to its ownership of the Equity
        Interests of the U.S. Borrower, the performance of the Loan Documents and
        any
        transactions that Holdings is permitted to enter into or consummate under
        this
Article
        VII
        or
        (ii) incur any Indebtedness other than Indebtedness permitted pursuant to
Section 7.03(c);

       

      (b)  Permit
        the U.S. Borrower to be a Subsidiary that is not wholly owned by Holdings;
        or

       

      (c)  Except
        as
        permitted by Section
        7.04,
        permit
        any Canadian Borrower to be a Subsidiary that is not wholly owned (directly
        or
        indirectly) by the U.S. Borrower.

       

      7.18  Designated
        Senior Debt

       

      .
        Designate any other Indebtedness of the U.S. Borrower or any of its Restricted
        Subsidiaries as “Designated Senior Debt” (or any comparable term) under, and as
        defined in, the Senior Subordinated Notes Indenture or any other applicable
        Junior Financing Documentation.

       

      7.19  Maintenance
        of Corporate Separateness

       

      .
        Permit
        any Unrestricted Subsidiary to (a) fail to satisfy customary corporate
        formalities, including (i) the holding of regular board of directors’ and
        shareholders’ meetings, (ii) the maintenance of separate corporate records
        and (iii) the maintenance of separate bank accounts in its own name;
        (b) fail to act solely in its own corporate name and through its authorized
        officers and agents; (c) commingle any of its money or other assets with
        any
        money or other assets of any Loan Party; or (d) take any action, or conduct
        its affairs in a manner which is reasonably likely to result in the separate
        corporate existence of the Loan Parties from the Unrestricted Subsidiaries
        to be
        ignored or the assets and liabilities of any Unrestricted Subsidiary being
        substantively consolidated with those of any Loan Party in any bankruptcy,
        insolvency proceeding; or permit any Loan Party to make any payment to any
        creditor of any Unrestricted Subsidiary or provide any direct or indirect
        Guarantee for any Indebtedness or other obligations of any Unrestricted
        Subsidiary except to the extent permitted by the definition of “Unrestricted
        Subsidiary”.

       

      ARTICLE
        VIII  

       

      EVENTS
        OF
        DEFAULT AND REMEDIES

       

      8.01  Events
        of Default

       

      .
        Any of
        the following shall constitute an Event of Default:

       

      (a)  Non-Payment.
        Any
        Borrower or any other Loan Party fails to pay (i) when and as required to
        be paid herein, any amount of principal of any Loan or Unreimbursed Amount,
        or
        (ii) within five (5) Business Days after the same becomes due, any interest
        on any Loan or any other amount payable hereunder or with respect to any
        other
        Loan Document; or

       

      (b)  Specific
        Covenants.
        Any
        Borrower fails to perform or observe any term, covenant or agreement contained
        in any of Sections
        6.03(a),
        6.05
        (solely
        with respect to Holdings and the Borrowers) or 6.11
        or
Article
        VII;
        provided
        that any
        Event of Default under Section 7.11
        is
        subject to cure as contemplated by the last proviso set forth in the definition
        of “Consolidated EBITDA”; or

       

      (c)  Other
        Defaults.
        Any
        Loan Party fails to perform or observe any other covenant or agreement (not
        specified in Section
        8.01(a)
        or
(b)
        above)
        contained in any Loan Document on its part to be performed or observed and
        such
        failure continues for thirty (30) days after notice thereof by either
        Administrative Agent to the U.S. Borrower; or

       

      (d)  Representations
        and Warranties.
        Any
        representation, warranty, certification or statement of fact made or deemed
        made
        by or on behalf of the U.S. Borrower or any other Loan Party herein, in any
        other Loan Document, or in any document required to be delivered in connection
        herewith or therewith shall be incorrect or misleading in any material respect
        when made or deemed made; or

       

      (e)  Cross-Default.
        Any
        Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond
        the
        applicable grace period with respect thereto, if any (whether by scheduled
        maturity, required prepayment, acceleration, demand, or otherwise) in respect
        of
        any Indebtedness (other than Indebtedness hereunder) having an aggregate
        principal amount of more than the Threshold Amount, or (B) fails to observe
        or
        perform any other agreement or condition relating to any such Indebtedness
        or
        any other event occurs, the effect of which default or other event is to
        cause,
        or to permit the holder or holders of such Indebtedness (or a trustee or
        agent
        on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
        with the giving of notice if required, such Indebtedness to become due or
        to be
        repurchased, prepaid, defeased or redeemed (automatically or otherwise),
        or an
        offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
        prior to its stated maturity; provided that
        this
        clause (e)(B) shall not apply to Indebtedness secured by a Lien on any asset
        which is permitted by Section
        7.02
        that
        becomes due solely as a result of the voluntary sale or transfer of the property
        or assets securing such Indebtedness, to the extent such sale or transfer
        is
        permitted hereunder and under the documents governing such Indebtedness and
        the
        proceeds thereof are applied in accordance with this Agreement and the terms
        of
        such Indebtedness; or

       

      (f)  Insolvency
        Proceedings, Etc.
        Any
        Loan Party or any of its Subsidiaries institutes or consents to the institution
        of any proceeding under any Debtor Relief Law, or makes an assignment for
        the
        benefit of creditors; or applies for or consents to the appointment of any
        receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
        officer for it or for all or any material part of its property; or any receiver,
        trustee, custodian, conservator, liquidator, rehabilitator or similar officer
        is
        appointed without the application or consent of such Person and the appointment
        continues undischarged or unstayed for sixty (60) calendar days; or any
        proceeding under any Debtor Relief Law relating to any such Person or to
        all or
        any material part of its property is instituted without the consent of such
        Person and continues undismissed or unstayed for sixty (60) calendar days,
        or an
        order for relief is entered in any such proceeding; or

       

      (g)  Inability
        to Pay Debts; Attachment.
        (i) Any Loan Party or any Subsidiary becomes unable or admits in writing
        its inability or fails generally to pay its debts as they become due, or
        (ii)
        any writ or warrant of attachment or execution or similar process is issued
        or
        levied against all or any material part of the property of any such Person
        and
        is not released, vacated or fully bonded within sixty (60) days after its
        issue
        or levy; or

       

      (h)  Judgments.
        There
        is entered against any Loan Party or any Restricted Subsidiary a final judgment
        or order for the payment of money in an aggregate amount exceeding the Threshold
        Amount (to the extent not covered by independent third-party insurance as
        to
        which the insurer has been notified of such judgment or order and does not
        deny
        coverage) and there is a period of sixty (60) consecutive days during which
        a
        stay of enforcement of such judgment, by reason of a pending appeal or
        otherwise, is not in effect; or

       

      (i)  ERISA.
        (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
        Plan, or similar event of noncompliance with respect to a Foreign Plan, which
        has resulted or could reasonably be expected to result in liability of any
        Loan
        Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
        the PBGC in an aggregate amount in excess of the Threshold Amount, or
        (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the
        expiration of any applicable grace period, installment payments with respect
        to
        its withdrawal liability under Section 4201 of ERISA under a Multiemployer
        Plan in an aggregate amount in excess of the Threshold Amount; or

       

      (j)  Invalidity
        of Loan Documents.
        Any
        provision of any Loan Document, at any time after its execution and delivery
        and
        for any reason other than as expressly permitted hereunder or thereunder
        (including as a result of a transaction permitted under Section
        7.04
        or
7.05)
        or
        satisfaction in full of all the Obligations, ceases to be in full force and
        effect; or any Loan Party contests in writing the validity or enforceability
        of
        any provision of any Loan Document; or any Loan Party denies that it has
        any or
        further liability or obligation under any Loan Document (other than as a
        result
        of repayment in full of the Obligations and termination of the Aggregate
        Commitments), or purports to revoke or rescind any Loan Document;
        or

       

      (k)  Change
        of Control.
        There
        occurs any Change of Control; or

       

      (l)  Collateral
        Document.
        Any
        Collateral Document after delivery thereof pursuant to Section 4.01
        or
6.12
        shall
        for any reason (other than pursuant to the terms thereof including as a result
        of a transaction permitted under Section
        7.04
        or
7.05)
        cease
        to, or shall be asserted in writing by any Loan Party not to, create a valid
        and
        perfected first priority lien on and security interest in the Collateral
        covered
        thereby, subject to Liens permitted under Section
        7.01
        (except
        to the extent that any such loss of perfection or priority results from the
        failure of an Administrative Agent to make filings, renewals and continuations
        (or other equivalent filings) which the U.S. Borrower has indicated in the
        Perfection Certificate or pursuant to Section
        6.02(g)
        are
        required to be made or the failure of an Administrative Agent to maintain
        possession of certificates actually delivered to it representing securities
        pledged under the Collateral Documents (it being understood that, if requested
        by an Administrative Agent, the U.S. Borrower shall use reasonable efforts
        to
        replace any such lost certificate)); or

       

      (m)  Junior
        Financing Documentation.
        (i) Any of the Obligations of the Loan Parties under the Loan Documents for
        any reason shall cease to be “Designated Senior Debt” (or any comparable term)
        or “Senior Debt” (or any comparable term) under, and as defined in, the Senior
        Subordinated Notes Indenture and any other applicable Junior Financing
        Documentation or (ii) the subordination provisions set forth in the Senior
        Subordinated Notes Indenture (or comparable provisions in any other Junior
        Financing Documentation) shall, in whole or in part, cease to be effective
        or
        cease to be legally valid, binding and enforceable against the holders of
        the
        Senior Subordinated Notes or any other Junior Financing, if
        applicable.

       

      Solely
        for the purpose of determining whether a Default has occurred under clause
        (f)
        or
(g)
        of this
Section
        8.01,
        any
        reference in any such clause to any Subsidiary or Loan Party shall be deemed
        not
        to include any Subsidiary affected by any event or circumstances referred
        to in
        any such clause that did not, as of the last day of the most recent completed
        fiscal quarter of the U.S. Borrower, in the case of any single Subsidiary,
        have
        assets with a value in excess of 5% of the Consolidated Assets of the U.S.
        Borrower and its Subsidiaries or did not, as of the four quarter period ending
        on the last day of such fiscal quarter, have revenues exceeding 5% of the
        Consolidated Revenues of the U.S. Borrower and its Subsidiaries (it being
        agreed
        that each Subsidiary affected by any event or circumstance referred to in
        any
        such clause shall be considered to be a single consolidated Subsidiary for
        purposes of determining whether the condition specified above is
        satisfied).

       

      8.02  Remedies
        upon Event of Default

       

      .
        If any
        Event of Default occurs and is continuing, the Administrative Agents may,
        and
        shall at the request of the Required Lenders, take any or all of the following
        actions:

       

      (a)  declare
        the commitment of each Lender to make Loans and any obligation of the L/C
        Issuers to make L/C Credit Extensions to be terminated, whereupon such
        commitments and obligation shall be terminated;

       

      (b)  declare
        the unpaid principal amount of all outstanding Loans, all interest accrued
        and
        unpaid thereon, and all other amounts owing or payable hereunder or under
        any
        other Loan Document to be immediately due and payable, without presentment,
        demand, protest or other notice of any kind, all of which are hereby expressly
        waived by the Borrowers;

       

      (c)  require
        that the applicable Borrowers Cash Collateralize the applicable L/C Obligations
        and Canadian BAs (in an amount equal to the then Outstanding Amount thereof)
        of
        such Borrowers; and

       

      (d)  exercise
        on behalf of itself and the Lenders all rights and remedies available to
        it and
        the Lenders under the Loan Documents or applicable Law;

       

      provided,
        however,
        that
        upon the occurrence of an Event of Default of the type referred to in
Section
        8.01(f)
        with
        respect to Holdings or any Borrower, the obligation of each Lender to make
        Loans
        and any obligation of any L/C Issuer to make L/C Credit Extensions shall
        automatically terminate, the unpaid principal amount of all outstanding Loans
        and all interest and other amounts as aforesaid shall automatically become
        due
        and payable, and the obligation of the Borrowers to Cash Collateralize the
        L/C
        Obligations and Canadian BAs as aforesaid shall automatically become effective,
        in each case without further act of any Administrative Agent or any
        Lender.

       

      8.03  Application
        of Funds

       

      .

       

      (a)  After
        the
        exercise of remedies provided for in Section
        8.02
        (or
        after the Loans have automatically become immediately due and payable and
        the
        L/C Obligations have automatically been required to be Cash Collateralized
        as
        set forth in the proviso to Section
        8.02),
        subject to Section
        10.20
        any
        amounts received on account of the Obligations from any U.S. Loan Party shall
        be
        applied by the U.S. Administrative Agent in the following order:

       

      First,
        to
        payment of that portion of the Obligations constituting fees, indemnities,
        expenses and other amounts (other than principal and interest, including
        Attorney Costs payable under Section
        10.04
        and
        amounts payable under Article
        III)
        payable
        to the Administrative Agents in their capacities as such or to the
        Administrative Agents in their capacities as Canadian fondé de pouvoir and
        Canadian Custodian and U.S. fondé de pouvoir and U.S. Custodian,
        respectively;

       

      Second,
        to
        payment of that portion of the Obligations constituting fees, indemnities
        and
        other amounts (other than principal and interest) payable to the Lenders
        (including Attorney Costs payable under Section
        10.05
        and
        amounts payable under Article
        III),
        ratably among them in proportion to the amounts described in this clause
        Second
        payable
        to them;

       

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

       

      Fourth,
        to
        payment of that portion of the Obligations constituting unpaid principal
        of the
        Loans and L/C Borrowings and the termination value under Secured Hedge
        Agreements and, to the extent remaining unpaid after application pursuant
        to
        this clause, the Cash Management Obligations, ratably among the Lenders in
        proportion to the respective amounts described in this clause Fourth
        held by
        them;

       

      Fifth,
        to the
        Administrative Agent for the account of the L/C Issuers, to Cash Collateralize
        that portion of the applicable L/C Obligations comprised of the aggregate
        undrawn amount of Letters of Credit issued under the applicable Tranche of
        the
        Revolving Credit Facility;

       

      Sixth,
        to the
        payment of all other Obligations of the Loan Parties owing under or in respect
        of the Loan Documents that are due and payable to the Administrative Agents
        and
        the other Secured Parties on such date, ratably based upon the respective
        aggregate amounts of all such Obligations owing to the Administrative Agent
        and
        the other Secured Parties on such date; and

       

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

       

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

       

      (b)  After
        the
        exercise of remedies provided for in Section
        8.02
        (or
        after the Loans have automatically become immediately due and payable and
        the
        L/C Obligations have automatically been required to be Cash Collateralized
        as
        set forth in the proviso to Section
        8.02),
        subject to Section
        10.20
        any
        amounts received from the Canadian Loan Parties on account of the Canadian
        Obligations shall be applied by the Canadian Administrative Agent in the
        following order:

       

      First,
        to
        payment of that portion of the Canadian Obligations constituting fees,
        indemnities, expenses and other amounts (including Attorney Costs payable
        under
Section
        10.04
        and
        amounts payable under Article
        III)
        payable
        to the Canadian Administrative Agent in its capacity as such or as Canadian
        fondé de pouvoir or Canadian Custodian;

       

      Second,
        to
        payment of that portion of the Canadian Obligations constituting fees,
        indemnities and other amounts (other than principal and interest) payable
        to the
        Canadian Lenders (including Attorney Costs payable under Section
        10.05
        and
        amounts payable under Article
        III),
        ratably among them in proportion to the amounts described in this clause
        Second
        payable
        to them;

       

      Third,
        to
        payment of that portion of the Canadian Obligations constituting accrued
        and
        unpaid interest on the Loans and L/C Borrowings in respect of Canadian Letters
        of Credit, ratably among the Lenders in proportion to the respective amounts
        described in this clause Third
        payable
        to them;

       

      Fourth,
        to
        payment of that portion of the Canadian Obligations constituting unpaid
        principal of the Canadian Loans and L/C Borrowings in respect of Canadian
        Letters of Credit, ratably among the Lenders in proportion to the respective
        amounts described in this clause Fourth
        held by
        them;

       

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

       

      Sixth,
        to the
        payment of all other Canadian Obligations of the Canadian Loan Parties owing
        under or in respect of the Loan Documents that are due and payable to the
        Canadian Administrative Agent and the other Canadian Secured Parties on such
        date, ratably based upon the respective aggregate amounts of all such
        Obligations owing to the Canadian Administrative Agent and the other Canadian
        Secured Parties on such date; and

       

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

       

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

       

      ARTICLE
        IX  

       

      ADMINISTRATIVE
        AGENT
        AND
        OTHER AGENTS

       

      9.01  Appointment
        and Authorization of Agents

       

      .

       

      (a)  Each
        Lender hereby irrevocably appoints, designates and authorizes the Administrative
        Agents to take such action on its behalf under the provisions of this Agreement
        and each other Loan Document and to exercise such powers and perform such
        duties
        as are expressly delegated to them by the terms of this Agreement or any
        other
        Loan Document, together with such powers as are reasonably incidental thereto.
        Notwithstanding any provision to the contrary contained elsewhere herein
        or in
        any other Loan Document, (i) no Agent shall have any duties or responsibilities,
        except those expressly set forth herein, nor shall any Agent have or be deemed
        to have any fiduciary relationship with any Lender or participant, and no
        implied covenants, functions, responsibilities, duties, obligations or
        liabilities shall be read into this Agreement or any other Loan Document
        or
        otherwise exist against any Agent, (ii) no Agent shall have any duty to
        take any discretionary action or exercise any discretionary powers, except
        discretionary rights and powers expressly contemplated by the Loan Documents
        that such Agent is required to exercise in writing by the Required Lenders
        or
        the Requisite Class Lenders (or such greater number of Lenders as may be
        expressly required hereby in any instance), (iii) except as expressly set
        forth in the Loan Documents, no Agent shall have any duty to disclose or
        shall
        be liable for the failure to disclose, any information relating to any Loan
        Party or any of its Subsidiaries that is communicated to or obtained by the
        bank
        serving as such Agent or any of its Affiliates in any capacity and (iv) no
        Agent
        shall be liable to any Secured Party for any action taken or not taken by
        it
        with the consent or at the request of the Required Lenders or the Requisite
        Class Lenders (or such greater number of Lenders as may be expressly required
        hereby in any instance) or in the absence of its own gross negligence or
        willful
        misconduct. Without limiting the generality of the foregoing sentence, the
        use
        of the term “agent” herein and in the other Loan Documents with reference to any
        Agent is not intended to connote any fiduciary or other implied (or express)
        obligations arising under agency doctrine of any applicable Law. Instead,
        such
        term is used merely as a matter of market custom, and is intended to create
        or
        reflect only an administrative relationship between independent contracting
        parties.

       

      (b)  The
        L/C
        Issuers shall act on behalf of the applicable Lenders with respect to any
        Letters of Credit issued by them and the documents associated therewith,
        and
        each L/C Issuer shall have all of the benefits and immunities (i) provided
        to the Agents in this Article
        IX
        with
        respect to any acts taken or omissions suffered by such L/C Issuer in connection
        with Letters of Credit issued by it or proposed to be issued by it and the
        applications and agreements for letters of credit pertaining to such Letters
        of
        Credit as fully as if the term “Agent” as used in this Article
        IX
        and in
        the definition of “Agent-Related Person” included the L/C Issuer with respect to
        such acts or omissions, and (ii) as additionally provided herein with
        respect to such L/C Issuer.

       

      (c)  The
        U.S.
        Administrative Agent with respect to the U.S. Collateral and the Canadian
        Administrative Agent with respect to the Canadian Collateral shall also act
        as
        the “collateral agent” under the Loan Documents, and each of the Lenders (in its
        capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if
        applicable) and a potential Hedge Bank) hereby irrevocably appoints and
        authorizes each Administrative Agent to act as the agent of such Lender for
        purposes of acquiring, holding and enforcing any and all Liens on Collateral
        granted by any of the Loan Parties to secure any of the Secured Obligations,
        together with such powers and discretion as are reasonably incidental thereto
        (and agrees for the benefit of the Agents and the Lenders (but not for the
        benefit of the Loan Parties) that it will not attempt to enforce the Liens
        on
        the Collateral without the consent of the applicable Administrative Agent).
        In
        this connection, the applicable Administrative Agent, as “collateral agent” (and
        any co-agents, sub-agents and attorneys-in-fact appointed by such Administrative
        Agent pursuant to Section
        9.02
        for
        purposes of holding or enforcing any Lien on the Collateral (or any portion
        thereof) granted under the Collateral Documents, or for exercising any rights
        and remedies thereunder at the direction of such Administrative Agent), shall
        be
        entitled to the benefits of all provisions of this Article
        IX
        (including, without limitation, Section 9.07,
        as
        though such co-agents, sub-agents and attorneys-in-fact were the “collateral
        agent” under the Loan Documents) as if set forth in full herein with respect
        thereto.

       

      (d)  Without
        prejudice to the foregoing, each Canadian Lender, for itself and on behalf
        of
        each of its Affiliates, hereby irrevocably appoints and authorizes the Canadian
        Administrative Agent (and any successor acting as the Canadian Administrative
        Agent) to act as the person holding the power of attorney (in such capacity,
        the
“Canadian
        fondé de pouvoir”)
        of
        each Canadian Lender and each Canadian Secured Party as contemplated under
        Article 2692 of the Civil Code of Quebec, and to enter into, to take and
        to hold
        on their behalf, and for their benefit, each hypothec granted by the Canadian
        Borrower or any Canadian Guarantor under the Civil Code of Quebec (a
“Canadian
        Borrower Hypothec”),
        and
        to exercise such powers and duties which are conferred upon the Canadian
        fondé
de pouvoir under each Canadian Borrower Hypothec. Moreover, without prejudice
        to
        such appointment and authorization to act as the Person holding the power
        of
        attorney as aforesaid, each Canadian Lender, for itself and on behalf of
        each of
        its Affiliates referred to above, hereby irrevocably appoints and authorizes
        the
        Canadian Administrative Agent (and any successor acting as the Canadian
        Administrative Agent) (in such capacity, the “Canadian Custodian”)
        to act
        as agent and custodian for and on behalf of the Canadian Lenders and other
        such
        Canadian Secured Parties to hold and to be the sole registered holder of
        any
        debenture or bond which may be issued under any Canadian Borrower Hypothec,
        the
        whole notwithstanding Section 32 of the Act
        Respecting the Special Powers of Legal Persons
        (Quebec)
        or any other applicable Law. In this respect, (i) (as specified in Section
        2.11)
        records
        shall be kept indicating the names and addresses of, and the pro rata portion
        of
        the obligations and indebtedness secured by any pledge of any such debenture
        or
        bond and owing to, each Canadian Lender and other Canadian Secured Party,
        and
        (ii) each Canadian Lender and other such Canadian Secured Party will be entitled
        to the benefits of any collateral covered by any Canadian Borrower Hypothec
        and
        will participate in the proceeds of realization of any such collateral, the
        whole in accordance with the terms hereof.

       

      Each
        of
        the Canadian fondé de pouvoir and the Canadian Custodian shall (a) exercise, in
        accordance with the terms hereof, all rights and remedies given to the Canadian
        fondé de pouvoir and the Canadian Custodian (as applicable) with respect to the
        collateral under any Canadian Borrower Hypothec, any debenture or bond or
        pledge
        thereof relating to any Canadian Borrower Hypothec, applicable Laws or
        otherwise, (b) benefit from and be subject to all provisions hereof with
        respect
        to the Administrative Agents mutatis mutandis,
        including, without limitation, all such provisions with respect to the liability
        or responsibility to and indemnification by the Lenders, and (c) be entitled
        to
        delegate from time to time any of its powers or duties under any Canadian
        Borrower Hypothec, any debenture or bond or pledge thereof relating to any
        Canadian Borrower Hypothec, applicable Laws or otherwise and on such terms
        and
        conditions as it may determine from time to time. Any Person who becomes
        a
        Canadian Lender or a Canadian Secured Party, for itself and on behalf of
        its
        Affiliates referred to above, shall be deemed to have consented to and
        confirmed: (i) the Canadian fondé de pouvoir as the Person holding the power of
        attorney as aforesaid, and to have ratified, as of the date it becomes a
        Canadian Lender or a Canadian Secured Party, all actions taken by the Canadian
        fondé de pouvoir as the Person holding the power of attorney as aforesaid; and
        (ii) the Canadian Custodian as the agent and custodian as aforesaid and to
        have
        ratified, as the date it becomes a Canadian Lender or a Canadian Secured
        Party,
        all actions taken by the Canadian Custodian in such capacity.

       

      The
        Canadian Administrative Agent accepts the foregoing appointments as Canadian
        fondé de pouvoir and Canadian Custodian and agrees to act in such
        capacities.

       

      (e)  Without
        prejudice to the foregoing, each Lender, for itself and on behalf of each
        of its
        Affiliates, hereby irrevocably appoints and authorizes the U.S. Administrative
        Agent (and any successor acting as the U.S. Administrative Agent) to act
        as the
        Person holding the power of attorney (in such capacity, the “U.S.
        fondé de pouvoir”)
        of
        each Lender and each Secured Party as contemplated under Article 2692 of
        the
        Civil Code of Quebec, and to enter into, to take and to hold on their behalf,
        and for their benefit, each hypothec granted by Commercial Environmental
        Systems
        Group, Inc. under the Civil Code of Quebec (a “CES
        Hypothec”),
        and
        to exercise such powers and duties which are conferred upon the U.S. fondé de
        pouvoir under each CES Hypothec. Moreover, without prejudice to such appointment
        and authorization to act as the Person holding the power of attorney as
        aforesaid, each Lender, for itself and on behalf of each of its Affiliates
        referred to above, hereby irrevocably appoints and authorizes the U.S.
        Administrative Agent (and any successor acting as the U.S. Administrative
        Agent)
        (in such capacity, the “U.S.
        Custodian”)
        to act
        as agent and custodian for and on behalf of the Lenders and other such Secured
        Parties to hold and to be the sole registered holder of any debenture or
        bond
        which may be issued under any CES Hypothec, the whole notwithstanding Section
        32
        of the Act
        Respecting the Special Powers of Legal Persons
        (Quebec)
        or any other applicable Law. In this respect, (i) (as specified in Section
        2.11)
        records
        shall be kept indicating the names and addresses of, and the pro rata portion
        of
        the obligations and indebtedness secured by any pledge of any such debenture
        or
        bond and owing to each Lender and other Secured Party, and (ii) each Lender
        and
        other such Secured Party will be entitled to the benefits of any collateral
        covered by any CES Hypothec and will participate in the proceeds of realization
        of any such collateral, the whole in accordance with the terms
        hereof.

       

      Each
        of
        the U.S. fondé de pouvoir and the U.S. Custodian shall (a) exercise, in
        accordance with the terms hereof, all rights and remedies given to the U.S.
        fondé de pouvoir and the U.S. Custodian (as applicable) with respect to the
        collateral under any CES Hypothec, any debenture or bond or pledge thereof
        relating to any CES Hypothec, applicable Laws or otherwise, (b) benefit from
        and
        be subject to all provisions hereof with respect to the Administrative Agents
        mutatis mutandis,
        including, without limitation, all such provisions with respect to the liability
        or responsibility to and indemnification by the Lenders, and (c) be entitled
        to
        delegate from time to time any of its powers or duties under any CES Hypothec,
        any debenture or bond or pledge thereof relating to any CES Hypothec, applicable
        Laws or otherwise and on such terms and conditions as it may determine from
        time
        to time. Any Person who becomes a Lender or a Secured Party, for itself and
        on
        behalf of its Affiliates referred to above, shall be deemed to have consented
        to
        and confirmed: (i) the U.S. fondé de pouvoir as the Person holding the power of
        attorney as aforesaid, and to have ratified, as of the date it becomes a
        Lender
        or a Secured Party, all actions taken by the U.S. fondé de pouvoir as the Person
        holding the power of attorney as aforesaid; and (ii) the U.S. Custodian as
        the
        agent and custodian as aforesaid and to have ratified, as the date it becomes
        a
        Lender or a Secured Party, all actions taken by the U.S. Custodian in such
        capacity.

       

      The
        U.S.
        Administrative Agent accepts the foregoing appointments as U.S. fondé de pouvoir
        and U.S. Custodian and agrees to act in such capacities.

       

      9.02  Delegation
        of Duties

       

      .
        Each
        Administrative Agent may execute any of its duties under this Agreement or
        any
        other Loan Document (including for purposes of holding or enforcing any Lien
        on
        the Collateral (or any portion thereof) granted under the Collateral Documents
        or of exercising any rights and remedies thereunder) by or through
        agents
        (including appointing CIBC Mellon Trust Company or any other Person to hold
        the
        documents representing the bonds referred to in Sections 9.01(d) and (e),
        in
        which event CIBC Mellon Trust Company or such other Person shall be deemed
        to be
        an Agent-Related Person for the purposes of Sections 9.03,
        9.06,
        9.07
        and
10.05
        hereof),
        employees or attorneys-in-fact and shall be entitled to advice of counsel
        and
        other consultants or experts concerning all matters pertaining to such duties.
        No Administrative Agent shall be responsible for the negligence or misconduct
        of
        any agent or attorney-in-fact that they select in the absence of gross
        negligence or willful misconduct.

       

      9.03  Liability
        of Agents

       

      .
        No
        Agent-Related Person shall (a) be liable for any action taken or omitted
        to be
        taken by any of them under or in connection with this Agreement or any other
        Loan Document or the transactions contemplated hereby (except for its own
        gross
        negligence or willful misconduct in connection with its duties expressly
        set
        forth herein), or (b) be responsible in any manner to any Lender or participant
        for any recital, statement, representation or warranty made by any Loan Party
        or
        any officer thereof, contained herein or in any other Loan Document, or in
        any
        certificate, report, statement or other document referred to or provided
        for in,
        or received by an Administrative Agent under or in connection with, this
        Agreement or any other Loan Document, or the validity, effectiveness,
        genuineness, enforceability or sufficiency of this Agreement or any other
        Loan
        Document, or the perfection or priority of any Lien or security interest
        created
        or purported to be created under the Collateral Documents, or for any failure
        of
        any Loan Party or any other party to any Loan Document to perform its
        obligations hereunder or thereunder. No Agent-Related Person shall be under
        any
        obligation to any Lender or participant to ascertain or to inquire as to
        the
        observance or performance of any of the agreements contained in, or conditions
        of, this Agreement or any other Loan Document, or to inspect the properties,
        books or records of any Loan Party or any Affiliate thereof.

       

      9.04  Reliance
        by Agents

       

      .

       

      (a)  Each
        Agent shall be entitled to rely, and shall be fully protected in relying,
        upon
        any writing, communication, signature, resolution, representation, notice,
        consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
        message, electronic mail message, statement or other document or conversation
        believed by it to be genuine and correct and to have been signed, sent or
        made
        by the proper Person or Persons, and upon advice and statements of legal
        counsel
        (including counsel to any Loan Party), independent accountants and other
        experts
        selected by such Agent. Except for their express obligations to the Loan
        Parties
        under the Loan Documents, each Agent shall be fully justified in failing
        or
        refusing to take any action under any Loan Document unless it shall first
        receive such advice or concurrence of the Required Lenders as it deems
        appropriate and, if it so requests, it shall first be indemnified to its
        satisfaction by the Lenders against any and all liability and expense which
        may
        be incurred by it by reason of taking or continuing to take any such action.
        Each Agent shall in all cases be fully protected in acting, or in refraining
        from acting, under this Agreement or any other Loan Document in accordance
        with
        a request or consent of the Required Lenders (or such greater number of Lenders
        as may be expressly required hereby in any instance) and such request and
        any
        action taken or failure to act pursuant thereto shall be binding upon all
        the
        Lenders.

       

      (b)  For
        purposes of determining compliance with the conditions specified in Section
        4.01,
        each
        Lender that has signed this Agreement shall be deemed to have consented to,
        approved or accepted or to be satisfied with, each document or other matter
        required thereunder to be consented to or approved by or acceptable or
        satisfactory to a Lender unless the Administrative Agent shall have received
        notice from such Lender prior to the proposed Closing Date specifying its
        objection thereto.

       

      9.05  Notice
        of Default

       

      .
        No
        Administrative Agent shall be deemed to have knowledge or notice of the
        occurrence of any Default, except with respect to defaults in the payment
        of
        principal, interest and fees required to be paid to such Administrative Agent
        for the account of the Lenders, unless such Administrative Agent shall have
        received written notice from a Lender or the U.S. Borrower referring to this
        Agreement, describing such Default and stating that such notice is a “notice of
        default.” The applicable Administrative Agent will notify the Lenders of its
        receipt of any such notice. The Administrative Agents shall take such action
        with respect to any Event of Default as may be directed by the Required Lenders
        in accordance with Article
        VIII;
        provided,
        however,
        that
        unless and until an Administrative Agent has received any such direction,
        either
        Administrative Agent may (but shall not be obligated to) take such action,
        or
        refrain from taking such action, with respect to such Event of Default as
        it
        shall deem advisable or in the best interest of the Lenders.

       

      9.06  Credit
        Decision; Disclosure of Information by Agents

       

      .
        Each
        Lender acknowledges that no Agent-Related Person or any other Lender has
        made
        any representation or warranty to it, and that no act by any Agent hereafter
        taken, including any consent to and acceptance of any assignment or review
        of
        the affairs of any Loan Party or any Affiliate thereof, shall be deemed to
        constitute any representation or warranty by any Agent-Related Person or
        any
        other Lender to any Lender as to any matter, including whether Agent-Related
        Persons or other Lenders have disclosed material information in their
        possession. Each Lender represents to each Agent that it has, independently
        and
        without reliance upon any Agent-Related Person or any other Lender and based
        on
        such documents and information as it has deemed appropriate, made its own
        appraisal of and investigation into the business, prospects, operations,
        property, financial and other condition and creditworthiness of the Loan
        Parties
        and their respective Subsidiaries, and all applicable bank or other regulatory
        Laws relating to the transactions contemplated hereby, and made its own decision
        to enter into this Agreement and to extend credit to the Borrowers and the
        other
        Loan Parties hereunder. Each Lender also represents that it will, independently
        and without reliance upon any Agent-Related Person 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 analysis, appraisals and decisions in taking
        or
        not taking action under this Agreement and the other Loan Documents, and
        to make
        such investigations as it deems necessary to inform itself as to the business,
        prospects, operations, property, financial and other condition and
        creditworthiness of the Borrowers and the other Loan Parties. Except for
        notices, reports and other documents expressly required to be furnished to
        the
        Lenders by any Agent herein, such Agent shall not have any duty or
        responsibility to provide any Lender with any credit or other information
        concerning the business, prospects, operations, property, financial and other
        condition or creditworthiness of any of the Loan Parties or any of their
        respective Affiliates which may come into the possession of any Agent-Related
        Person.

       

      9.07  Indemnification
        of Agents

       

      .
        Whether
        or not the transactions contemplated hereby are consummated, the Lenders
        shall
        indemnify upon demand each Agent-Related Person (to the extent not reimbursed
        by
        or on behalf of any Loan Party and without limiting the obligation of any
        Loan
        Party to do so), pro rata, and hold harmless each Agent-Related Person from
        and
        against any and all Indemnified Liabilities incurred by it; provided,
        however,
        that no
        Lender shall be liable for the payment to any Agent-Related Person of any
        portion of such Indemnified Liabilities to the extent determined in a final,
        nonappealable judgment by a court of competent jurisdiction to have resulted
        from such Agent-Related Person’s own gross negligence or willful misconduct;
provided,
        however,
        that no
        action taken in accordance with the directions of the Required Lenders shall
        be
        deemed to constitute gross negligence or willful misconduct for purposes
        of this
Section
        9.07;
        provided,
        further,
        that to
        the extent an L/C Issuer is entitled to indemnification under this Section
        9.07
        solely
        in its capacity and role as L/C Issuer, only the Revolving Credit Lenders
        holding Commitments under the Tranche under which such L/C Issuer is acting
        in
        such capacity shall be required to indemnify such L/C Issuer in accordance
        with
        this Section
        9.07.
        In the
        case of any investigation, litigation or proceeding giving rise to any
        Indemnified Liabilities, this Section
        9.07
        applies
        whether any such investigation, litigation or proceeding is brought by any
        Lender or any other Person. Without limitation of the foregoing, each Lender
        shall reimburse the Administrative Agents upon demand for their ratable share
        of
        any costs or out-of-pocket expenses (including Attorney Costs) incurred by
        the
        Administrative Agents in connection with the preparation, execution, delivery,
        administration, modification, amendment or enforcement (whether through
        negotiations, legal proceedings or otherwise) of, or legal advice in respect
        of
        rights or responsibilities under, this Agreement, any other Loan Document,
        or
        any document contemplated by or referred to herein, to the extent that either
        Administrative Agent is not reimbursed for such expenses by or on behalf
        of the
        Borrowers. The undertaking in this Section
        9.07
        shall
        survive termination of the Aggregate Commitments, the payment of all other
        Obligations and the resignation of either Administrative Agent.

       

      9.08  Agents
        in Their Individual Capacities

       

      .
        UBS AG,
        Stamford Branch and its Affiliates may make loans to, issue letters of credit
        for the account of, accept deposits from, acquire Equity Interests in and
        generally engage in any kind of banking, trust, financial advisory, underwriting
        or other business with each of the Loan Parties and their respective Affiliates
        as though UBS AG, Stamford Branch were not the U.S. Administrative Agent
        or the
        Canadian Administrative Agent hereunder and without notice to or consent
        of the
        Lenders. The Lenders acknowledge that, pursuant to such activities, UBS AG,
        Stamford Branch or its Affiliates may receive information regarding any Loan
        Party or its Affiliates (including information that may be subject to
        confidentiality obligations in favor of such Loan Party or such Affiliate)
        and
        acknowledge that the Administrative Agents shall be under no obligation to
        provide such information to them. With respect to its Loans, UBS AG, Stamford
        Branch and its Affiliates shall have the same rights and powers under this
        Agreement as any other Lender and may exercise such rights and powers as
        though
        it were not the U.S. Administrative Agent and the Canadian Administrative
        Agent,
        and the terms “Lender” and “Lenders” include UBS AG, Stamford Branch in its
        individual capacity.

       

      9.09  Successor
        Agents

       

      .
        Either
        Administrative Agent may resign as an Administrative Agent upon thirty (30)
        days’ notice to the Lenders. If an Administrative Agent resigns under this
        Agreement, the Required Lenders (or the Requisite Class Lenders holding Canadian
        Commitments, with respect to a resignation by the Canadian Administrative
        Agent)
        shall appoint from among the Lenders a successor agent for such Lenders,
        which
        successor agent shall be consented to by the U.S. Borrower at all times other
        than during the existence of an Event of Default under Section 8.01(a)
        or
(f)
        (which
        consent of the U.S. Borrower shall not be unreasonably withheld or delayed).
        If
        no successor agent is appointed prior to the effective date of the resignation
        of an Administrative Agent, such Administrative Agent may appoint, after
        consulting with the Lenders and the U.S. Borrower, a successor agent from
        among
        the applicable Lenders. Upon the acceptance of its appointment as successor
        agent hereunder, the Person acting as such successor agent shall succeed
        to all
        the rights, powers and duties of the retiring applicable Administrative Agent
        and the term “U.S. Administrative Agent,” or “Canadian Administrative Agent,” as
        the case may be shall mean such successor administrative agent and/or
        supplemental administrative agent, as the case may be, and the applicable
        retiring Administrative Agent’s appointment, powers and duties as the applicable
        Administrative Agent shall be terminated. After the applicable retiring
        Administrative Agent’s resignation hereunder as the applicable Administrative
        Agent, the provisions of this Article
        IX
        and
Sections 10.04
        and
10.05
        shall
        inure to its benefit as to any actions taken or omitted to be taken by it
        while
        it was the applicable Administrative Agent under this Agreement. If no successor
        agent has accepted appointment as the applicable Administrative Agent by
        the
        date which is thirty (30) days following the applicable retiring Administrative
        Agent’s notice of resignation, such retiring Administrative Agent’s resignation
        shall nevertheless thereupon become effective and the Lenders shall perform
        all
        of the duties of such Administrative Agent hereunder until such time, if
        any, as
        the Required Lenders (or the Requisite Class Lenders holding Canadian
        Commitments, with respect to a resignation by the Canadian Administrative
        Agent)
        appoint a successor agent as provided for above. Upon the acceptance of any
        appointment as an Administrative Agent hereunder by a successor every successor
        Administrative Agent shall thereupon succeed to and become vested with all
        the
        rights, powers, discretion, privileges, and duties of such retiring
        Administrative Agent, and such retiring Administrative Agent shall be discharged
        from its duties and obligations under the Loan Documents. After an
        Administrative Agent’s resignation hereunder as an Administrative Agent, the
        provisions of this Article
        IX
        shall
        continue in effect for its benefit in respect of any actions taken or omitted
        to
        be taken by it while it was acting as Administrative Agent.

       

      9.10  Administrative
        Agents May File Proofs of Claim

       

      .
        In case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other judicial
        proceeding relative to any Loan Party, the Administrative Agents (irrespective
        of whether the principal of any Loan or L/C Obligation shall then be due
        and
        payable as herein expressed or by declaration or otherwise and irrespective
        of
        whether an Administrative Agent shall have made any demand on any Borrower)
        shall be entitled and empowered, by intervention in such proceeding or
        otherwise:

       

      (a)  to
        file
        and prove a claim for the whole amount of the principal and interest owing
        and
        unpaid in respect of the Loans, L/C Obligations and all other Obligations
        that
        are owing and unpaid and to file such other documents as may be necessary
        or
        advisable in order to have the claims of the Lenders and the Administrative
        Agents (including any claim for the reasonable compensation, expenses,
        disbursements and advances of the Lenders and the Administrative Agents and
        their respective agents and counsel and all other amounts due the Lenders
        and
        the Administrative Agents under Sections
        2.03(i)
        and
(j),
        2.09
        and
10.04)
        allowed
        in such judicial proceeding; and

       

      (b)  to
        collect and receive any monies or other property payable or deliverable on
        any
        such claims and to distribute the same;

       

      and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Lender to make such payments to the Administrative Agents and, in the event
        that
        the Administrative Agents shall consent to the making of such payments directly
        to the Lenders, to pay to the Administrative Agents any amount due for the
        reasonable compensation, expenses, disbursements and advances of the Agents
        and
        their respective agents and counsel, and any other amounts due the
        Administrative Agents under Sections 2.09
        and
10.04.

       

      Nothing
        contained herein shall be deemed to authorize the Administrative Agents to
        authorize or consent to or accept or adopt on behalf of any Lender any plan
        of
        reorganization, arrangement, adjustment or composition affecting the Obligations
        or the rights of any Lender or to authorize the Administrative Agents to
        vote in
        respect of the claim of any Lender in any such proceeding.

       

      9.11  Collateral
        and Guaranty Matters

       

      .
        The
        Lenders irrevocably authorize the Administrative Agents, at their option
        and in
        their discretion,

       

      (a)  to
        release any Lien on any property granted to or held by such Administrative
        Agent
        under any Loan Document (i) upon termination of the Aggregate Commitments
        and
        payment in full of all Obligations (other than (x) obligations under Secured
        Hedge Agreements, (y) Cash Management Obligations not yet due and payable
        and
        (z)contingent indemnification obligations not yet accrued and payable) and
        the
        expiration or termination of all Letters of Credit, (ii) that is transferred
        or
        to be transferred as part of or in connection with any Disposition permitted
        hereunder or under any other Loan Document (other than to a Loan Party),
        (iii) subject to Section
        10.01,
        if
        approved, authorized or ratified in writing by the Required Lenders or (iv)
        owned by a Guarantor upon release of such Guarantor from its obligations
        under
        its Guaranty pursuant to clause
        (c)
        below;

       

      (b)  to
        subordinate any Lien on any property granted to or held by the applicable
        Administrative Agent under any Loan Document to the holder of any Lien on
        such
        property that is permitted by Section 7.01(i);
        and

       

      (c)  to
        release any Guarantor from its obligations under the Guaranty if such Person
        ceases to be a Restricted Subsidiary as a result of a transaction permitted
        hereunder.

       

      Upon
        request by either Administrative Agent at any time, the Required Lenders
        will
        confirm in writing such Administrative Agent’s authority to release its interest
        in particular types or items of property, or to release any Guarantor from
        its
        obligations under the Guaranty pursuant to this Section
        9.11.
        In each
        case as specified in this Section
        9.11,
        the
        applicable Administrative Agent will, at the U.S. Borrower’s expense, execute
        and deliver to the applicable Loan Party such documents as such Loan Party
        may
        reasonably request to evidence the release of such item of Collateral from
        the
        assignment and security interest granted under the Collateral Documents,
        or to
        release such Guarantor from its obligations under the Guaranty, in each case
        in
        accordance with the terms of the Loan Documents and this Section
        9.11.

       

      9.12  Other
        Agents; Arrangers and Managers

       

      .
        None of
        the Lenders or other Persons identified on the facing page or signature pages
        of
        this Agreement as a “syndication agent”, “documentation agent”, “co-agent”,
“co-book manager” or “co-arranger” shall have any obligation, liability,
        responsibility or duty under this Agreement other than those applicable to
        all
        Lenders as such. Without limiting the foregoing, none of the Lenders or other
        Persons so identified shall have or be deemed to have any fiduciary relationship
        with any Lender. Each Lender acknowledges that it has not relied, and will
        not
        rely, on any of the Lenders or other Persons so identified in deciding to
        enter
        into this Agreement or in taking or not taking action hereunder.

       

      9.13  Appointment
        of Supplemental Administrative Agents

       

      .

       

      (a)  It
        is the
        purpose of this Agreement and the other Loan Documents that there shall be
        no
        violation of any Law of any jurisdiction denying or restricting the right
        of
        banking corporations or associations to transact business as agent or trustee
        in
        such jurisdiction. It is recognized that in case of litigation under this
        Agreement or any of the other Loan Documents, and in particular in case of
        the
        enforcement of any of the Loan Documents, or in case either Administrative
        Agent
        deems that by reason of any present or future Law of any jurisdiction it
        may not
        exercise any of the rights, powers or remedies granted herein or in any of
        the
        other Loan Documents or take any other action which may be desirable or
        necessary in connection therewith, either Administrative Agent is hereby
        authorized to appoint an additional individual or institution selected by
        such
        Administrative Agent in its sole discretion as a separate trustee, co-trustee,
        administrative agent, collateral agent, administrative sub-agent or
        administrative co-agent (any such additional individual or institution being
        referred to herein individually as a “U.S.
        Supplemental Administrative Agent”
or
        the
“Canadian
        Supplemental Administrative Agent,”
as
        applicable, and collectively as “Supplemental
        Administrative Agents”).

       

      (b)  In
        the
        event that either Administrative Agent appoints a Supplemental Administrative
        Agent with respect to any Collateral, (i) each and every right, power, privilege
        or duty expressed or intended by this Agreement or any of the other Loan
        Documents to be exercised by or vested in or conveyed to such Administrative
        Agent with respect to such Collateral shall be exercisable by and vest in
        such
        Supplemental Administrative Agent to the extent, and only to the extent,
        necessary to enable such Supplemental Administrative Agent to exercise such
        rights, powers and privileges with respect to such Collateral and to perform
        such duties with respect to such Collateral, and every covenant and obligation
        contained in the Loan Documents and necessary or related to the exercise
        or
        performance thereof by such Supplemental Administrative Agent shall run to
        and
        be enforceable by either such Administrative Agent or such Supplemental
        Administrative Agent, and (ii) the provisions of this Article
        IX
        and of
Section
        9.07
        (obligating the U.S. Borrower to pay the Administrative Agents’ expenses and to
        indemnify the Administrative Agents) that refer to such Administrative Agent
        shall inure to the benefit of such Supplemental Administrative Agent and
        all
        references therein to such Administrative Agent shall be deemed to be references
        to such Administrative Agent and/or such Supplemental Administrative Agent,
        as
        the context may require.

       

      (c)  Should
        any instrument in writing from the U.S. Borrower, Holdings or any other Loan
        Party be required by any Supplemental Administrative Agent so appointed by
        an
        Administrative Agent for more fully and certainly vesting in and confirming
        to
        him or it such rights, powers, privileges and duties, the U.S. Borrower or
        Holdings, as applicable, shall, or shall cause such Loan Party to, execute,
        acknowledge and deliver any and all such instruments promptly upon request
        by
        such Administrative Agent. In case any Supplemental Administrative Agent,
        or a
        successor thereto, shall die, become incapable of acting, resign or be removed,
        all the rights, powers, privileges and duties of such Supplemental
        Administrative Agent, to the extent permitted by Law, shall vest in and be
        exercised by such Administrative Agent until the appointment of a new
        Supplemental Administrative Agent.

       

      ARTICLE
        X  

       

      MISCELLANEOUS

       

      10.01  Amendments,
        Etc.

       

      No
        amendment or waiver of any provision of this Agreement or any other Loan
        Document, and no consent to any departure by the Borrowers or any other Loan
        Party therefrom, shall be effective unless in writing signed by the Required
        Lenders and the Borrowers or the applicable Loan Party, as the case may be,
        and
        each such waiver or consent shall be effective only in the specific instance
        and
        for the specific purpose for which given; provided,
        however,
        that no
        such amendment, waiver or consent shall:

       

      (a)  extend
        or
        increase the Commitment of any Lender without the written consent of each
        Lender
        directly affected thereby (it being understood that a waiver of any condition
        precedent set forth in Section
        4.02
        or the
        waiver of any Event of Default or mandatory prepayment or mandatory reduction
        of
        the Commitments pursuant to Section
        2.05
        shall
        not constitute an extension or increase of any Commitment of any
        Lender);

       

      (b)  postpone
        any date scheduled for any payment of principal, interest or fees under
Section
        2.07,
        2.08
        or
2.09
        without
        the written consent of each Lender directly affected thereby, it being
        understood that the waiver of any mandatory prepayment of the Term B Loans
        pursuant to Section
        2.05
        shall
        not constitute a postponement of any date scheduled for the payment of principal
        or interest;

       

      (c)  reduce
        or
        forgive the principal of, or the rate of interest specified herein on, any
        Loan
        or L/C Borrowing, or (subject to clause
        (iii)
        of the
        second proviso to this Section
        10.01)
        any
        fees or other amounts payable hereunder or under any other Loan Document
        without
        the written consent of each Lender directly affected thereby, it being
        understood that any change to the definition of Leverage Ratio or in the
        component definitions thereof shall not constitute a reduction in the rate;
        provided,
        however,
        that
        only the consent of the Required Lenders shall be necessary to amend the
        definition of “Default Rate” or to waive any obligation of a Borrower to pay
        interest at the Default Rate;

       

      (d)  change
        the order of application of any reduction in the Commitments or any prepayment
        of Loans between the Facilities from the application thereof set forth in
        the
        applicable provisions of Section
        2.05(b)
        or
2.06(b),
        respectively, in any manner that materially and adversely affects the Lenders
        under such Facilities without the written consent of the Requisite Class
        Lenders
        of each affected Tranche;

       

      (e)  change
        any provision of this Section
        10.01
        or the
        definition of “Required Lenders” without the written consent of each Lender or
        change any other provision of any Loan Document specifying the number or
        percentage of Lenders (or the Lenders under any Tranche, as the case may
        be)
        required to waive, amend or modify any rights thereunder or make any
        determination or grant any consent thereunder, without the written consent
        of
        such specified number or percentage of the Lenders (or the Lenders under
        such
        Tranche, as the case may be);

       

      (f)  release
        all or substantially all of the Collateral in any transaction or series of
        related transactions, without the written consent of each Lender; 

       

      (g)  other
        than in connection with a transaction permitted under Section
        7.04
        or
7.05,
        release
        all or substantially all of the value of the Guaranty, without the written
        consent of each Lender; or

       

      (h)  change
        the application of proceeds provisions of Section
        8.03,
        the pro
        rata treatment provisions of Section
        2.12,
        or the
        sharing of payment provisions of Section
        2.13
        without
        the consent of each Lender adversely affected thereby;

       

      and
        provided,
        further,
        that
        (i) no amendment, waiver or consent shall, unless in writing and signed by
        the
        applicable L/C Issuer in addition to the Lenders required above, affect the
        rights or duties of such L/C Issuer under this Agreement or any Letter of
        Credit
        Application relating to any Letter of Credit issued or to be issued by it;
        (ii)
        no amendment, waiver or consent shall, unless in writing and signed by the
        applicable Swing Line Lender in addition to the Lenders required above, affect
        the rights or duties of such Swing Line Lender under this Agreement; (iii)
        no
        amendment, waiver or consent shall, unless in writing and signed by the
        Administrative Agent to be effected thereby in addition to the Lenders required
        above, affect the rights or duties of, or any fees or other amounts payable
        to,
        such Administrative Agent under this Agreement or any other Loan Document;
        (iv)
Section
        10.07(g)
        may not
        be amended, waived or otherwise modified without the consent of each Granting
        Lender all or any part of whose Loans are being funded by an SPC at the time
        of
        such amendment, waiver or other modification; (v) the Fee Letter may be amended,
        or rights or privileges thereunder waived, in a writing executed only by
        the
        parties thereto; (vi) no amendment may be made to the Loan Documents prior
        to
        the completion of syndication of the Commitments and the Loans (as determined
        by
        the Arrangers) without the prior consent of UBS AG, Stamford Branch and CSFB
        and
        (vii) the definition of “Super Majority Lenders” may not be amended without
        the written consent of the Super Majority Lenders. Notwithstanding anything
        to
        the contrary herein, no Defaulting Lender shall have any right to approve
        or
        disapprove any amendment, waiver or consent hereunder, except that the
        Commitment of such Lender may not be increased or extended without the consent
        of such Lender (it being understood that any Commitments or Loans held or
        deemed
        held by any Defaulting Lender shall be excluded for a vote of the Lenders
        hereunder requiring any consent of the Lenders).

       

      Notwithstanding
        the foregoing, this Agreement may be amended (or amended and restated) with
        the
        written consent of the Required Lenders, the Administrative Agents, Holdings
        and
        the Borrowers (a) to add one or more additional credit facilities to this
        Agreement and to permit the extensions of credit from time to time outstanding
        thereunder and the accrued interest and fees in respect thereof to share
        ratably
        in the benefits of this Agreement and the other Loan Documents with the Term
        B
        Loans and the applicable Revolving Credit Loans and the accrued interest
        and
        fees in respect thereof and (b) to include appropriately the Lenders
        holding such credit facilities in any determination of the Required
        Lenders.

       

      In
        addition, notwithstanding the foregoing, this Agreement may be amended with
        the
        written consent of the Administrative Agents, Holdings, the Borrowers and
        the
        Lenders providing the relevant Replacement Term B Loans (as defined below)
        to
        permit the refinancing of all outstanding Term B Loans (“Refinanced
        Term Loans”)
        with a
        replacement Term B Loan tranche hereunder (“Replacement
        Term Loans”);
        provided
        that
        (a) the aggregate principal amount of such Replacement Term Loans shall not
        exceed the aggregate principal amount of such Refinanced Term Loans,
        (b) the Applicable Rate for such Replacement Term Loans shall not be higher
        than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted
        Average Life to Maturity of such Replacement Term Loans shall not be shorter
        than the Weighted Average Life to Maturity of such Refinanced Term Loans
        at the
        time of such refinancing (except to the extent of nominal amortization for
        periods where amortization has been eliminated as a result of prepayment
        of the
        Term B Loans) and (d) all other terms applicable to such Replacement Term
        Loans shall be substantially identical to, or less favorable to the Lenders
        providing such Replacement Term Loans than, those applicable to such Refinanced
        Term Loans, except to the extent necessary to provide for covenants and other
        terms applicable to any period after the latest final maturity of the Term
        B
        Loans in effect immediately prior to such refinancing.

       

      Notwithstanding
        anything to the contrary contained in Section 10.01, in the event that the
        Borrowers request that this Agreement be modified or amended in a manner
        that
        would require the unanimous consent of all of the Lenders and such modification
        or amendment is agreed to by the Super Majority Lenders (as hereinafter
        defined), then with the consent of the Borrowers and the Super Majority Lenders,
        the Borrowers and the Super Majority Lenders shall be permitted to amend
        the
        Agreement without the consent of the Lender or Lenders that did not agree
        to the
        modification or amendment requested by the Borrowers (such Lender or Lenders,
        collectively the “Minority
        Lenders”)
        to
        provide for (w) the termination of the Commitment of each of the Minority
        Lenders, (x) the addition to this Agreement of one or more other financial
        institutions (each of which shall be an Eligible Assignee and shall consent
        to
        the requested modification or amendment), or an increase in the Commitment
        of
        one or more of the Super Majority Lenders (with the written consent thereof),
        so
        that the total Commitment after giving effect to such amendment shall be
        in the
        same amount as the total Commitment immediately before giving effect to such
        amendment (provided
        that in
        the case of such an assignment to an Eligible Assignee, such assignee shall
        pay
        the processing and recordation fee referred to in Section 10.07(b)),
        (y) if any Loans are outstanding at the time of such amendment, the making
        of such additional Loans by such new financial institutions or Super Majority
        Lender or Lenders, as the case may be, as may be necessary to repay in full,
        at
        par, the outstanding Loans of and interest and fees payable to the Minority
        Lenders immediately before giving effect to such amendment and (z) such
        other modifications to this Agreement as may be appropriate to effect the
        foregoing clauses (w), (x) and (y). As used herein, the term “Super
        Majority Lenders”
shall
        mean, as of any date of determination, Lenders having more than 66 2/3% of
        the sum of the (a) Total Outstandings (with the aggregate amount of each
        Lender’s risk participation and funded participation in L/C Obligations and
        Swing Line Loans (in each case, based on the U.S. Dollar Equivalent thereof
        to
        the extent denominated in Canadian Dollars) being deemed “held” by such Lender
        for purposes of this definition); (b) aggregate unused Term Commitments and
        (c) aggregate unused Revolving Credit Commitments; provided
        that the
        unused Term Commitment, unused Revolving Credit Commitment of, and the portion
        of the Total Outstandings held or deemed held by, any Defaulting Lender shall
        be
        excluded for purposes of making a determination of Super Majority
        Lenders.

       

      10.02  Notices
        and Other Communications; Facsimile Copies

       

      .

       

      (a)  General.
        Unless
        otherwise expressly provided herein, all notices and other communications
        provided for hereunder or any other Loan Document shall be in writing (including
        by facsimile transmission). All such written notices shall be mailed, faxed
        or
        delivered to the applicable address, facsimile number or (subject to
Section
        10.02(c))
        electronic mail address, and all notices and other communications expressly
        permitted hereunder to be given by telephone shall be made to the applicable
        telephone number, as follows:

       

      (i)  if
        to a
        Borrower, an Administrative Agent, an L/C Issuer or a Swing Line Lender,
        to the
        address, facsimile number, electronic mail address or telephone number specified
        for such Person on Schedule
        10.02
        or to
        such other address, facsimile number, electronic mail address or telephone
        number as shall be designated by such party in a notice to the other parties;
        and

       

      (ii)  if
        to any
        other Lender, to the address, facsimile number, electronic mail address or
        telephone number specified in its Administrative Questionnaire or to such
        other
        address, facsimile number, electronic mail address or telephone number as
        shall
        be designated by such party in a notice to the applicable Borrowers, the
        applicable Administrative Agent, the applicable L/C Issuer and the applicable
        Swing Line Lender.

       

      All
        such
        notices and other communications shall be deemed to be given or made upon
        the
        earlier to occur of (i) actual receipt by the relevant party hereto and (ii)
        (A)
        if delivered by hand or by courier, when signed for by or on behalf of the
        relevant party hereto; (B) if delivered by mail, four (4) Business Days after
        deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
        sent
        and receipt has been confirmed by telephone; and (D) if delivered by electronic
        mail (which form of delivery is subject to the provisions of Section
        10.02(c)),
        when
        delivered; provided,
        however,
        that
        notices and other communications to an Administrative Agent, L/C Issuer or
        Swing
        Line Lender pursuant to Article
        II
        shall
        not be effective until actually received by such Person; provided,
        further,
        that
        failure to deliver courtesy copies of notices and other communications shall
        in
        no event affect the validity or effectiveness of such notices and other
        communications. In no event shall a voicemail message be effective as a notice,
        communication or confirmation hereunder.

       

      (b)  Effectiveness
        of Facsimile Documents and Signatures.
        Loan
        Documents may be transmitted and/or signed by facsimile. The effectiveness
        of
        any such documents and signatures shall, subject to applicable Law, have
        the
        same force and effect as manually-signed originals and shall be binding on
        all
        Loan Parties, the Agents and the Lenders. The Administrative Agent may also
        require that any such documents and signatures be confirmed by a manually-signed
        original thereof; provided,
        however,
        that
        the failure to request or deliver the same shall not limit the effectiveness
        of
        any facsimile document or signature.

       

      (c)  Limited
        Use of Electronic Mail.
        Electronic mail and Internet and intranet websites may be used only to
        distribute routine communications, such as financial statements and other
        information as provided in Section
        6.02,
        and to
        distribute Loan Documents for execution by the parties thereto, and may not
        be
        used for any other purpose.

       

      (d)  Reliance
        by Agents and Lenders.
        The
        Administrative Agents and the Lenders shall be entitled to rely and act upon
        any
        notices (including telephonic Committed Loan Notices and Swing Line Loan
        Notices) purportedly given by or on behalf of the Borrowers even if (i) such
        notices were not made in a manner specified herein, were incomplete or were
        not
        preceded or followed by any other form of notice specified herein, or (ii)
        the
        terms thereof, as understood by the recipient, varied from any confirmation
        thereof. The Borrowers shall indemnify each Agent-Related Person and each
        Lender
        from all losses, costs, expenses and liabilities resulting from the reliance
        by
        such Person on each notice purportedly given by or on behalf of the Borrowers
        in
        the absence of gross negligence or willful misconduct. All telephonic notices
        to
        an Administrative Agent may be recorded by such Administrative Agent, and
        each
        of the parties hereto hereby consents to such recording.

       

      10.03  No
        Waiver; Cumulative Remedies

       

      .
        No
        failure by any Lender or an Administrative Agent to exercise, and no delay
        by
        any such Person in exercising, any right, remedy, power or privilege hereunder
        or under any other Loan Document shall operate as a waiver thereof; nor shall
        any single or partial exercise of any right, remedy, power or privilege
        hereunder preclude any other or further exercise thereof or the exercise
        of any
        other right, remedy, power or privilege. The rights, remedies, powers and
        privileges herein provided, and provided under each other Loan Document,
        are
        cumulative and not exclusive of any rights, remedies, powers and privileges
        provided by Law.

       

      10.04  Attorney
        Costs, Expenses and Taxes

       

      .
        The U.S.
        Borrower agrees (a) to pay or reimburse the Agents for all reasonable costs
        and
        expenses incurred in connection with the preparation, negotiation, syndication
        and execution of the commitments to provide the Credit Extensions hereunder,
        this Agreement and the other Loan Documents, and any actual or proposed
        amendment, waiver, consent or other modification of the provisions hereof
        and
        thereof (whether or not the transactions contemplated thereby are consummated),
        and the consummation and administration of the transactions contemplated
        hereby
        and thereby, including all Attorney Costs of Cahill Gordon &
Reindel llp
        and
        local counsel,
        and (b)
        to pay or reimburse the Agents and each Lender for all reasonable costs and
        expenses incurred in connection with the enforcement of any rights or remedies
        under this Agreement or the other Loan Documents (including all such costs
        and
        expenses incurred during any legal proceeding, including any proceeding under
        any Debtor Relief Law), including all Attorney Costs of counsel to the Agents.
        The foregoing costs and expenses shall include all search, filing, recording,
        title insurance and appraisal charges and fees and taxes related thereto
        and all
        other expenses relating to the perfection, preservation or enforcement of
        the
        Liens on Collateral, and other out-of-pocket expenses incurred by any Agent.
        All
        amounts due under this Section
        10.04
        shall be
        paid within twenty (20) Business Days after invoiced or demand therefor.
        The
        agreements in this Section
        10.04
        shall
        survive the termination of the Aggregate Commitments and repayment of all
        other
        Obligations. If any Loan Party fails to pay when due any costs, expenses
        or
        other amounts payable by it hereunder or under any Loan Document, such amount
        may be paid on behalf of such Loan Party by the Administrative Agent or any
        Lender, in its sole discretion.

       

      10.05  Indemnification
        by the Borrowers

       

      .
        Whether
        or not the transactions contemplated hereby are consummated, the Borrowers
        shall
        indemnify and hold harmless each Agent-Related Person, each Lender and their
        respective Affiliates, directors, officers, employees, counsel, agents and,
        in
        the case of any funds, trustees and advisors and attorneys-in-fact (collectively
        the “Indemnitees”)
        from
        and against any and all liabilities, obligations, losses, damages, penalties,
        claims, demands, actions, judgments, suits, costs, expenses and disbursements
        (including Attorney Costs (which shall be limited to one (1) counsel to the
        Administrative Agents and the Lenders (plus any local counsel), unless
        (x) the interests of the Administrative Agents and the Lenders are
        sufficiently divergent, in which case one (1) additional counsel may be
        appointed, and (y) if the interests of any Lender or group of Lenders
        (other than all of the Lenders) are distinctly or disproportionately affected,
        one (1) additional counsel for such Lender or group of Lenders)) of any kind
        or
        nature whatsoever which may at any time be imposed on, incurred by or asserted
        against any such Indemnitee in any way relating to or arising out of or in
        connection with (a) the execution, delivery, enforcement, performance or
        administration of any Loan Document or any other agreement, letter or instrument
        delivered in connection with the transactions contemplated thereby or the
        consummation of the transactions contemplated thereby, (b) any Commitment,
        Loan
        or Letter of Credit or the use or proposed use of the proceeds therefrom
        (including any refusal by an L/C Issuer to honor a demand for payment under
        a
        Letter of Credit if the documents presented in connection with such demand
        do
        not strictly comply with the terms of such Letter of Credit), or (c) any
        actual
        or alleged presence, Release or threatened Release of Hazardous Materials
        at,
        under, on or from any property currently or formerly owned or operated by
        the
        U.S. Borrower, any Subsidiary or any other Loan Party, or any Environmental
        Liability related in any way to the U.S. Borrower, any Subsidiary or any
        other
        Loan Party, or (d) any actual or prospective claim, litigation, investigation
        or
        proceeding relating to any of the foregoing, whether based on contract, tort
        or
        any other theory (including any investigation of, preparation for, or defense
        of
        any pending or threatened claim, investigation, litigation or proceeding)
        and
        regardless of whether any Indemnitee is a party thereto (all the foregoing,
        collectively, the “Indemnified
        Liabilities”),
        in
        all cases, whether or not caused by or arising, in whole or in part, out
        of the
        negligence of the Indemnitee; provided
        that
        such indemnity shall not, as to any Indemnitee, be available to the extent
        that
        such liabilities, obligations, losses, damages, penalties, claims, demands,
        actions, judgments, suits, costs, expenses or disbursements are determined
        by a
        court of competent jurisdiction by final and nonappealable judgment to have
        resulted from the gross negligence or willful misconduct of such Indemnitee
        or
        breach of the Loan Documents by such Indemnitee. No Indemnitee shall be liable
        for any damages arising from the use by others of any information or other
        materials obtained through IntraLinks or other similar information transmission
        systems in connection with this Agreement, nor shall any Indemnitee or any
        Loan
        Party have any liability for any special, punitive, indirect or consequential
        damages relating to this Agreement or any other Loan Document or arising
        out of
        its activities in connection herewith or therewith (whether before or after
        the
        Closing Date). In the case of an investigation, litigation or other proceeding
        to which the indemnity in this Section
        10.05
        applies,
        such indemnity shall be effective whether or not such investigation, litigation
        or proceeding is brought by any Loan Party, its directors, shareholders or
        creditors or an Indemnitee or any other Person, whether or not any Indemnitee
        is
        otherwise a party thereto and whether or not any of the transactions
        contemplated hereunder or under any of the other Loan Documents is consummated.
        All amounts due under this Section
        10.05
        shall be
        payable within twenty (20) Business Days after demand therefor; provided
        that any
        Indemnitee shall promptly refund amounts paid to such Indemnitee pursuant
        to
        this Section
        10.05
        to the
        extent that a court of competent jurisdiction determines in a final,
        nonappealable judgment that such Indemnitee was not entitled to indemnification
        with respect to such payment pursuant to the express terms of this Section
        10.05.
        The
        agreements in this Section
        10.05
        shall
        survive the resignation of either Administrative Agent, the replacement of
        any
        Lender, the termination of the Aggregate Commitments and the repayment,
        satisfaction or discharge of all the other Obligations.

       

      10.06  Payments
        Set Aside

       

      .
        To the
        extent that any payment by or on behalf of any Borrower is made to any Agent
        or
        any Lender, or any Agent or any Lender exercises its right of setoff, and
        such
        payment or the proceeds of such setoff or any part thereof is subsequently
        invalidated, declared to be fraudulent or preferential, set aside or required
        (including pursuant to any settlement entered into by such Agent or such
        Lender
        in its discretion) to be repaid to a trustee, receiver or any other party,
        in
        connection with any proceeding under any Debtor Relief Law or otherwise,
        then
        (a) to the extent of such recovery, the obligation or part thereof originally
        intended to be satisfied shall be revived and continued in full force and
        effect
        as if such payment had not been made or such setoff had not occurred, and
        (b)
        each Lender severally agrees to pay to the applicable Administrative Agent
        upon
        demand its applicable share of any amount so recovered from or repaid by
        any
        Agent, plus interest thereon from the date of such demand to the date such
        payment is made at a rate per annum equal to the Federal Funds Rate (to the
        extent such amount was required to be paid in Dollars) or the Canadian Prime
        Rate (to the extent such amount was required to be paid in Canadian Dollars)
        from time to time in effect.

       

      10.07  Successors
        and Assigns

       

      .

       

      (a)  The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby,
        except that Holdings and the Borrowers may not assign or otherwise transfer
        any
        of their rights or obligations hereunder (except as expressly permitted by
        Article VII)
        without
        the prior written consent of each Lender and no Lender may assign or otherwise
        transfer any of its rights or obligations hereunder except (i) to an Eligible
        Assignee in accordance with the provisions of Section
        10.07(b),
        (ii) by
        way of participation in accordance with the provisions of Section
        10.07(d),
        (iii)
        by way of pledge or assignment of a security interest subject to the
        restrictions of Section
        10.07(f)
        or
(h)
        or (iv)
        to an SPC in accordance with the provisions of Section
        10.07(g)
        (and any
        other attempted assignment or transfer by any party hereto shall be null
        and
        void). Nothing in this Agreement, expressed or implied, shall be construed
        to
        confer upon any Person (other than the parties hereto, their respective
        successors and assigns permitted hereby, Participants to the extent provided
        in
Section 10.07(d)
        and, to
        the extent expressly contemplated hereby, the Indemnitees) any legal or
        equitable right, remedy or claim under or by reason of this
        Agreement.

       

      (b)  Any
        Lender may at any time assign to one or more Eligible Assignees all or a
        portion
        of its rights and obligations under this Agreement (including all or a portion
        of its Commitment and the Loans (including for purposes of this Section
        10.07(b),
        participations in L/C Obligations and in Swing Line Loans) at the time owing
        to
        it); provided
        that (i)
        the aggregate amount of the Commitment (which for this purpose includes Loans
        outstanding thereunder) or, if the applicable Commitment is not then in effect,
        the outstanding principal balance of the Loan of the assigning
        Lender subject
        to each such assignment, determined as of the date the Assignment and Assumption
        with respect to such assignment is delivered to the Administrative Agent
        or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
        Date, shall not be less than $5,000,000, in the case of any assignment in
        respect of the U.S. Revolving Credit Facility or the Canadian Facility, or
        $1,000,000, in the case of any assignment in respect of the Term B Facility,
        except in the case of an assignment of the entire remaining amount of the
        assigning Lender’s Commitment and the Loans at the time owing to it or in the
        case of an assignment to a Lender or an Affiliate of a Lender or an Approved
        Fund with respect to a Lender, unless
        each of the applicable Administrative Agent and, so long as no Default has
        occurred and is continuing, the U.S. Borrower otherwise consents (each such
        consent not to be unreasonably withheld or delayed); (ii) each partial
        assignment shall be made as an assignment of a proportionate part of all
        the
        assigning Lender’s rights and obligations under this Agreement with respect to
        the Loans or the Commitment assigned, except that this clause
        (ii)
        shall
        not (x) apply to rights in respect of Swing Line Loans or (y) prohibit any
        Lender from assigning all or a portion of its rights and obligations among
        separate Facilities on a non-pro rata basis; (iii) any assignment of a U.S.
        Revolving Credit Commitment must be approved by the U.S. Administrative Agent,
        the U.S. L/C Issuer and the U.S. Swing Line Lender, and any assignment of
        a
        Canadian Credit Commitment must be approved by the Canadian Administrative
        Agent, the Canadian Swing Line Lender and the Canadian L/C Issuer, in each
        case
        unless the Person that is the proposed assignee is itself a Revolving Credit
        Lender of the applicable Facility (whether or not the proposed assignee would
        otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment
        shall execute and deliver to the applicable Administrative Agent an Assignment
        and Assumption, together with a processing and recordation fee of $3,500;
        and
        (v) the assigning Lender shall deliver any Notes evidencing such Loans to
        the U.S. Borrower or the applicable Administrative Agent; provided,
        further,
        that in
        the case of an assignment to an Affiliate of the assigning Lender, such
        assignment shall be effective as between such Lender and its Affiliate
        immediately without compliance with the conditions for assignment under this
        Section
        10.07(b)
        or
Section
        10.07(d),
        but
        shall not be effective with respect to any Borrower, Administrative Agent,
        L/C
        Issuer, Swing Line Lender or any other Lender, and each Borrower, Administrative
        Agent, L/C Issuer, Swing Line Lender or other Lender shall be entitled to
        deal
        solely with (and continue to treat as the Lender hereunder for all purposes)
        such assigning Lender under any such assignment, in each case, until the
        conditions for assignment under this Section
        10.07(b)
        and
Section
        10.07(c)
        have
        been complied with.
        Subject
        to acceptance and recording thereof by the applicable Administrative Agent
        pursuant to Section
        10.07(c),
        from
        and after the effective date specified in each Assignment and Assumption,
        the
        Eligible Assignee thereunder shall be a party to this Agreement and, to the
        extent of the interest assigned by such Assignment and Assumption, have the
        rights and obligations of a Lender under this Agreement, and the assigning
        Lender thereunder shall, to the extent of the interest assigned by such
        Assignment and Assumption, be released from its obligations under this Agreement
        (and, in the case of an Assignment and Assumption covering all of the assigning
        Lender’s rights and obligations under this Agreement, such Lender shall cease to
        be a party hereto but shall continue to be entitled to the benefits of
Sections
        3.01,
        3.04,
        3.05,
        10.04
        and
10.05
        with
        respect to facts and circumstances occurring prior to the effective date
        of such
        assignment). Upon request, and the surrender by the assigning Lender of its
        Note, the applicable Borrowers (at its expense) shall execute and deliver
        a Note
        to the assignee Lender. Any assignment or transfer by a Lender of rights
        or
        obligations under this Agreement that does not comply with this clause
        (b)
        shall be
        treated for purposes of this Agreement as a sale by such Lender of a
        participation in such rights and obligations in accordance with Section
        10.07(d).

       

      (c)  Each
        Administrative Agent, acting solely for this purpose as an agent of the
        Borrowers, shall maintain at its Administrative Agent’s Office a copy of each
        Assignment and Assumption relating to the Canadian Loans in the case of the
        Canadian Administrative Agent and relating to the U.S. Loans in the case
        of the
        U.S. Administrative Agent delivered to it and a register for the recordation
        of
        the names and addresses of the applicable Lenders, and the applicable
        Commitments of, and principal amounts (and related interest amounts) of the
        applicable Loans, applicable L/C Obligations (specifying the Unreimbursed
        Amounts), L/C Borrowings and amounts due under Section 2.03,
        owing
        to, each Lender pursuant to the terms hereof from time to time (each, a
“Register”).
        The
        entries in the applicable Register shall be conclusive, absent manifest error,
        and the Borrowers, the Agents and the Lenders shall treat each Person whose
        name
        is recorded in such Register pursuant to the terms hereof as a Lender hereunder
        for all purposes of this Agreement, notwithstanding notice to the contrary.
        The
        Registers shall be available for inspection by the Borrowers, any Agent and
        any
        Lender, at any reasonable time and from time to time upon reasonable prior
        notice.

       

      (d)  Any
        Lender may at any time, without the consent of, or notice to, the Borrower
        or
        the Administrative Agent, sell participations to any Person (other than a
        natural person) (each, a “Participant”)
        in all
        or a portion of such Lender’s rights and/or obligations under this Agreement
        (including all or a portion of its Commitment and/or the Loans (including
        such
        Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
        it); provided
        that
        (i) such Lender’s obligations under this Agreement shall remain unchanged,
        (ii) such Lender shall remain solely responsible to the other parties
        hereto for the performance of such obligations and (iii) the Borrowers, the
        Agents 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. Any agreement or instrument pursuant to which a Lender sells such
        a
        participation shall provide that such Lender shall retain the sole right
        to
        enforce this Agreement and to approve any amendment, modification or waiver
        of
        any provision of this Agreement; provided
        that
        such agreement or instrument may provide that such Lender will not, without
        the
        consent of the Participant, agree to any amendment, waiver or other modification
        described in the first proviso to Section
        10.01
        that
        directly affects such Participant. Subject to Section
        10.07(e),
        the
        Borrowers agree that each Participant shall be entitled to the benefits of
        Sections
        3.01,
        3.04
        and
3.05 to
        the
        same extent as if it were a Lender and had acquired its interest by assignment
        pursuant to Section
        10.07(b)
        but
        shall not be entitled to recover greater amounts under such Sections
        than the
        selling Lender would have been entitled to recover. To the extent permitted
        by
        law, each Participant also shall be entitled to the benefits of Section 10.09 as
        though
        it were a Lender, provided
        such
        Participant agrees to be subject to Section
        2.13
        as
        though it were a Lender.

       

      (e)  A
        Participant shall not be entitled to receive any greater payment under
Section
        3.01,
        3.04
        or
3.05 than
        the
        applicable Lender would have been entitled to receive with respect to the
        participation sold to such Participant, unless the sale of the participation
        to
        such Participant is made with the applicable Borrower’s prior written consent. A
        Participant shall not be entitled to the benefits of Section 3.01
        unless
        the applicable Borrower is notified of the participation sold to such
        Participant and such Participant agrees, for the benefit of the applicable
        Borrower, to comply with Section 10.15
        as
        though it were a Lender.

       

      (f)  Any
        Lender may at any time pledge or assign a security interest in all or any
        portion of its rights under this Agreement (including under its Note, if
        any) to
        secure obligations of such Lender, including any pledge or assignment to
        secure
        obligations to a Federal Reserve Bank; provided
        that no
        such pledge or assignment shall release such Lender from any of its obligations
        hereunder or substitute any such pledgee or assignee for such Lender as a
        party
        hereto.

       

      (g)  Notwithstanding
        anything to the contrary contained herein, any Lender (a “Granting
        Lender”)
        may
        grant to a special purpose funding vehicle identified as such in writing
        from
        time to time by the Granting Lender to the applicable Administrative Agent
        and
        the applicable Borrower (an “SPC”)
        the
        option to provide all or any part of any Loan that such Granting Lender would
        otherwise be obligated to make pursuant to this Agreement; provided
        that (i)
        nothing herein shall constitute a commitment by any SPC to fund any Loan,
        and
        (ii) if an SPC elects not to exercise such option or otherwise fails to make
        all
        or any part of such Loan, the Granting Lender shall be obligated to make
        such
        Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i)
        neither the grant to any SPC nor the exercise by any SPC of such option shall
        increase the costs or expenses or otherwise increase or change the obligations
        of the Borrowers under this Agreement (including their obligations under
        Section 3.01
        or
3.04),
        (ii)
        no SPC shall be liable for any indemnity or similar payment obligation under
        this Agreement for which a Lender would be liable, and (iii) the Granting
        Lender
        shall for all purposes, including the approval of any amendment, waiver or
        other
        modification of any provision of any Loan Document, remain the lender of
        record
        hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment
        of the Granting Lender to the same extent, and as if, such Loan were made
        by
        such Granting Lender. Notwithstanding anything to the contrary contained
        herein,
        any SPC may (i) with notice to, but without prior consent of the U.S.
        Borrower and the applicable Administrative Agent and with the payment of
        a
        processing fee of $3,500, assign all or any portion of its right to receive
        payment with respect to any Loan to the Granting Lender and (ii) disclose
        on a
        confidential basis any non-public information relating to its funding of
        Loans
        to any rating agency, commercial paper dealer or provider of any surety or
        Guarantee or credit or liquidity enhancement to such SPC.

       

      (h)  Notwithstanding
        anything to the contrary contained herein, any Lender that is a Fund may
        create
        a security interest in all or any portion of the Loans owing to it and the
        Note,
        if any, held by it to the trustee for holders of obligations owed, or securities
        issued, by such Fund as security for such obligations or securities;
provided
        that
        unless and until such trustee actually becomes a Lender in compliance with
        the
        other provisions of this Section
        10.07,
        (i) no
        such pledge shall release the pledging Lender from any of its obligations
        under
        the Loan Documents and (ii) such trustee shall not be entitled to exercise
        any
        of the rights of a Lender under the Loan Documents even though such trustee
        may
        have acquired ownership rights with respect to the pledged interest through
        foreclosure or otherwise.

       

      (i)  Notwithstanding
        anything to the contrary contained herein, if at any time Bank of America,
        N.A.
        or UBS Loan Finance LLC assigns all of its U.S. Commitments and U.S. Loans
        pursuant to Section
        10.07(b),
        Bank of
        America, N.A. or UBS Loan Finance LLC may, (i) upon thirty (30) days’ notice to
        the U.S. Borrower and the applicable U.S. Lenders, resign as a U.S. L/C Issuer
        and/or (ii) upon thirty (30) days’ notice to the U.S. Borrower, resign as U.S.
        Swing Line Lender. In the event of any such resignation as U.S. L/C Issuer
        or
        U.S. Swing Line Lender, the U.S. Borrower shall be entitled to appoint from
        among the U.S. Lenders a successor U.S. L/C Issuer or U.S. Swing Line Lender
        under the U.S. Revolving Credit Facility hereunder; provided,
        however,
        that no
        failure by the U.S. Borrower to appoint any such successor shall affect the
        resignation of Bank of America, N.A. or UBS Loan Finance LLC, as applicable,
        as
        a U.S. L/C Issuer or U.S. Swing Line Lender, as the case may be. If Bank
        of
        America, N.A. resigns as U.S. L/C Issuer, it shall retain all the rights
        and
        obligations of the U.S. L/C Issuer hereunder with respect to all U.S. Letters
        of
        Credit issued by it that are outstanding as of the effective date of its
        resignation as a U.S. L/C Issuer and all U.S. L/C Obligations with respect
        thereto (including the right to require the applicable Lenders to make Base
        Rate
        Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section
        2.03(c)).
        If UBS
        Loan Finance LLC resigns as U.S. Swing Line Lender, it shall retain all the
        rights of the U.S. Swing Line Lender provided for hereunder with respect
        to U.S.
        Swing Line Loans made by it and outstanding as of the effective date of such
        resignation, including the right to require the Lenders to make Base Rate
        Loans
        or fund risk participations in outstanding U.S. Swing Line Loans pursuant
        to
Section
        2.04(c).

       

      (j)  Notwithstanding
        anything to the contrary contained herein, if at any time Bank of America,
        N.A.
        (Canada Branch) or UBS AG Canada Branch assigns all of its Canadian Commitments
        and Canadian Loans pursuant to Section
        10.07(b),
        Bank of
        America, N.A. (Canada Branch) or UBS AG Canada Branch may, (i) upon thirty
        (30)
        days’ notice to the Canadian Borrower and the applicable Canadian Lenders,
        resign as a Canadian L/C Issuer and/or (ii) upon thirty (30) days’ notice to the
        Canadian Borrower, resign as Canadian Swing Line Lender. In the event of
        any
        such resignation as Canadian L/C Issuer or Canadian Swing Line Lender, the
        Canadian Borrowers shall be entitled to appoint from among the Canadian Lenders
        a successor Canadian L/C Issuer or Canadian Swing Line Lender under the Canadian
        Facility hereunder; provided,
        however,
        that no
        failure by the Canadian Borrowers to appoint any such successor shall affect
        the
        resignation of Bank of America, N.A. (Canada Branch) or UBS AG Canada Branch,
        as
        applicable, as a Canadian L/C Issuer or Canadian Swing Line Lender, as the
        case
        may be. If Bank of America, N.A. (Canada Branch) resigns as Canadian L/C
        Issuer,
        it shall retain all the rights and obligations of the Canadian L/C Issuer
        hereunder with respect to all Canadian Letters of Credit issued by it that
        are
        outstanding as of the effective date of its resignation as a Canadian L/C
        Issuer
        and all Canadian L/C Obligations with respect thereto (including the right
        to
        require the applicable Lenders to make Base Rate Loans or fund risk
        participations in Unreimbursed Amounts pursuant to Section
        2.03(c)).
        If UBS
        AG Canada Branch, resigns as Canadian Swing Line Lender, it shall retain
        all the
        rights of the Canadian Swing Line Lender provided for hereunder with respect
        to
        Canadian Swing Line Loans made by it and outstanding as of the effective
        date of
        such resignation, including the right to require the Lenders to make Base
        Rate
        Loans or fund risk participations in outstanding Canadian Swing Line Loans
        pursuant to Section
        2.04(c).

       

      (k)  For
        the
        avoidance of doubt any reallocation of Loans as contemplated by Article
        II
        shall
        not be subject to the provisions of this Section
        10.07.

       

      10.08  Confidentiality

       

      .
        Each of
        the Agents and the Lenders agrees to maintain the confidentiality of the
        Information, except that Information may be disclosed (a) to its directors,
        officers, employees and agents, including accountants, legal counsel and
        other
        advisors (it being understood that the Persons to whom such disclosure is
        made
        will be informed of the confidential nature of such Information and instructed
        to keep such Information confidential); (b) to the extent requested by any
        regulatory authority; (c) to the extent required by applicable Laws or
        regulations or by any subpoena or similar legal process; (d) to any other
        party
        to this Agreement; (e) subject to an agreement containing provisions
        substantially the same as those of this Section
        10.08
        (or as
        may otherwise be reasonably acceptable to the Borrower), to any Eligible
        Assignee of or Participant in, or any prospective Eligible Assignee of or
        Participant in, any of its rights or obligations under this Agreement; (f)
        with
        the consent of any Borrower; (g) to the extent such
        Information becomes publicly available other than as a result of a breach
        of this Section
        10.08;
        (h) to
        any state, provincial, Federal or foreign authority or examiner (including
        the
        National Association of Insurance Commissioners or any other similar
        organization) regulating any Lender; (i) to any rating agency when required
        by
        it (it being understood that, prior to any such disclosure, such rating agency
        shall undertake to preserve the confidentiality of any Information relating
        to
        the Loan Parties received by it from such Lender) or (j) in connection with
        the
        exercise of any remedy hereunder or any suit, action or proceeding relating
        to
        this Agreement or any other Loan Document or the enforcement of rights hereunder
        or thereunder. In addition, the Agents and the Lenders may disclose the
        existence of this Agreement and information about this Agreement to market
        data
        collectors, similar service providers to the lending industry, and service
        providers to the Agents and the Lenders in connection with the administration
        and management of this Agreement, the other Loan Documents, the Commitments,
        and
        the Credit Extensions. For the purposes of this Section 10.08,
        “Information”
means
        all information received from any Loan Party relating to any Loan Party or
        its
        business, other than any such information that is publicly available to any
        Agent or any Lender prior to disclosure by any Loan Party other than as a
        result
        of a breach of this Section 10.08;
        provided
        that, in
        the case of information received from a Loan Party after the date hereof,
        such
        information is clearly identified at the time of delivery as confidential.
        Any
        Person required to maintain the confidentiality of Information as provided
        in
        this Section
        10.08
        shall be
        considered to have complied with its obligation to do so if such Person has
        exercised the same degree of care to maintain the confidentiality of such
        Information as such Person would accord to its own confidential information.
        

       

      10.09  Setoff

       

      .
        In
        addition to any rights and remedies of the Lenders provided by Law, upon
        the
        occurrence and during the continuance of any Event of Default, each Lender
        is
        authorized at any time and from time to time, without prior notice to the
        Borrowers or any other Loan Party, any such notice being waived by the Borrowers
        (on their own behalf and on behalf of each Loan Party) 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 by, and other
        Indebtedness at any time owing by, such Lender to or for the credit or the
        account of the respective Loan Parties against any and all Obligations owing
        to
        such Lender hereunder or under any other Loan Document, now or hereafter
        existing, irrespective of whether or not such Agent or such Lender shall
        have
        made demand under this Agreement or any other Loan Document and although
        such
        Obligations may be contingent or unmatured or denominated in a currency
        different from that of the applicable deposit or Indebtedness; provided
        that, in
        the case of any such deposits or other Indebtedness for the credit or the
        account of any Canadian Subsidiary, such set off may only be against any
        Canadian Obligations. Each Lender agrees promptly to notify the applicable
        Borrower and the applicable Administrative Agent after any such setoff and
        application made by such Lender; provided,
        however,
        that
        the failure to give such notice shall not affect the validity of such setoff
        and
        application. The rights of the Administrative Agents and each Lender under
        this
Section 10.09
        are in
        addition to other rights and remedies (including, without limitation, other
        rights of setoff) that the Administrative Agents and such Lender may have.
        Notwithstanding anything herein or in any other Loan Document to the contrary,
        in no event shall the assets of any Foreign Subsidiary constitute security,
        or
        shall the proceeds of such assets be available for, payment of the Obligations
        with respect to the U.S. Facility, it being understood that (a) the Equity
        Interests of any Foreign Subsidiary owned directly by a U.S. Loan Party do
        not
        constitute such an asset and (b) the provisions hereof shall not limit,
        reduce or otherwise diminish in any respect the U.S. Borrower’s obligations to
        make any mandatory prepayment pursuant to Section 2.05(b)(ii).

       

      10.10  Interest
        Rate Limitation

       

      .

       

      (a)  Notwithstanding
        anything to the contrary contained in any Loan Document, the interest paid
        or
        agreed to be paid under the Loan Documents shall not exceed the maximum rate
        of
        non-usurious interest permitted by applicable Law (the “Maximum
        Rate”).
        If
        any Agent or any Lender shall receive interest in an amount that exceeds
        the
        Maximum Rate, the excess interest shall be applied to the principal of the
        Loans
        or, if it exceeds such unpaid principal, refunded to the applicable Borrower.
        In
        determining whether the interest contracted for, charged, or received by
        an
        Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
        permitted by applicable Law, (a) characterize any payment that is not principal
        as an expense, fee, or premium rather than interest, (b) exclude voluntary
        prepayments and the effects thereof, and (c) amortize, prorate, allocate,
        and
        spread in equal or unequal parts the total amount of interest throughout
        the
        contemplated term of the Obligations hereunder.

       

      (b)  In
        addition to the provisions of Section
        10.10(a),
        if any
        provision of this Agreement or of any of the other Loan Documents would obligate
        a Canadian Borrower or any other Canadian Loan Party to make any payment
        of
        interest or other amount payable to the Canadian Lender in an amount or
        calculated at a rate which would be prohibited by law or would result in
        a
        receipt by a Canadian Lender of interest at a criminal rate (as such terms
        are
        construed under the Criminal
        Code
        (Canada)), then, notwithstanding such provisions, such amount or rate shall
        be
        deemed to have been adjusted with retroactive effect to the maximum amount
        or
        rate of interest, as the case may be, as would not be so prohibited by law
        or so
        result in a receipt by such Canadian Lender of interest at a criminal rate,
        such
        adjustment to be effected, to the extent necessary, as follows: (1) firstly,
        by
        reducing the amount or rate of interest required to be paid to such Lender
        under
        this Section
        10.10(b),
        and (2)
        thereafter, by reducing any fees, commissions, premiums and other amounts
        required to be paid to the Canadian Lender which would constitute “interest” for
        purposes of Section 347 of the Criminal
        Code
        (Canada). Notwithstanding the foregoing, and after giving effect to all
        adjustments contemplated thereby, if the Canadian Lender shall have received
        an
        amount in excess of the maximum permitted by that section of the Criminal
        Code
        (Canada), the excess shall be applied in accordance with Section
        10.10(a).
        Any
        amount or rate of interest referred to in this Section
        10.10(b)
        shall be
        determined in accordance with generally accepted actuarial practices and
        principles as an effective annual rate of interest over the term that the
        applicable Canadian Loan remains outstanding on the assumption that any charges,
        fees or expenses that fall within the meaning of “interest” (as defined in the
Criminal
        Code
        (Canada)) shall, if they relate to a specific period of time, be prorated
        over
        that period of time and otherwise be prorated over the period from the Closing
        Date to the Maturity Date and, in the event of a dispute, a certificate of
        a
        Fellow of the Canadian Institute of Actuaries appointed by Canadian
        Administrative Agent shall be conclusive for the purposes of such
        determination.

       

      10.11  Counterparts

       

      .
        This
        Agreement and each other Loan Document may be executed in one or more
        counterparts, each of which shall be deemed an original, but all of which
        together shall constitute one and the same instrument. Delivery by telecopier
        of
        an executed counterpart of a signature page to this Agreement and each other
        Loan Document shall be effective as delivery of an original executed counterpart
        of this Agreement and such other Loan Document. The Agents may also require
        that
        any such documents and signatures delivered by telecopier be confirmed by
        a
        manually-signed original thereof; provided
        that the
        failure to request or deliver the same shall not limit the effectiveness
        of any
        document or signature delivered by telecopier.

       

      10.12  Integration

       

      .
        This
        Agreement, together with the other Loan Documents, comprises the complete
        and
        integrated agreement of the parties on the subject matter hereof and thereof
        and
        supersedes all prior agreements, written or oral, on such subject matter.
        In the
        event of any conflict between the provisions of this Agreement and those
        of any
        other Loan Document, the provisions of this Agreement shall control;
provided
        that the
        inclusion of supplemental rights or remedies in favor of the Agents or the
        Lenders in any other Loan Document shall not be deemed a conflict with this
        Agreement. Each Loan Document was drafted with the joint participation of
        the
        respective parties thereto and shall be construed neither against nor in
        favor
        of any party, but rather in accordance with the fair meaning
        thereof.

       

      10.13  Survival
        of Representations and Warranties

       

      .
        All
        representations and warranties made hereunder and in any other Loan Document
        or
        other document delivered pursuant hereto or thereto or in connection herewith
        or
        therewith shall survive the execution and delivery hereof and thereof. Such
        representations and warranties have been or will be relied upon by each Agent
        and each Lender, regardless of any investigation made by any Agent or any
        Lender
        or on their behalf and notwithstanding that any Agent or any Lender may have
        had
        notice or knowledge of any Default at the time of any Credit Extension, and
        shall continue in full force and effect as long as any Loan or any other
        Obligation hereunder shall remain unpaid or unsatisfied or any Letter of
        Credit
        shall remain outstanding.

       

      10.14  Severability

       

      .
        If any
        provision of this Agreement or the other Loan Documents is held to be illegal,
        invalid or unenforceable, the legality, validity and enforceability of the
        remaining provisions of this Agreement and the other Loan Documents shall
        not be
        affected or impaired thereby. The invalidity of a provision in a particular
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      10.15  Tax
        Forms

       

      .

       

      (a)  (i)
        Except in connection with a CAM Exchange (in which case each Foreign Lender
        shall comply with Section
        10.15(a)(i)
        to the
        extent practicable) each Lender and Agent that is not a “United States person”
within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign
        Lender”)
        shall
        deliver to the U.S. Borrower and the U.S. Administrative Agent, prior to
        receipt
        of any payment subject to withholding under the Code (or upon accepting an
        assignment of an interest herein), two duly signed, properly completed copies
        of
        either IRS Form W-8BEN or any successor thereto (relating to such Foreign
        Lender
        and entitling it to an exemption from, or reduction of, United States
        withholding tax on all payments to be made to such Foreign Lender by the
        U.S.
        Borrower or any other Loan Party pursuant to this Agreement or any other
        Loan
        Document) or IRS Form W-8ECI or any successor thereto (relating to all payments
        to be made to such Foreign Lender by the U.S. Borrower or any other Loan
        Party
        pursuant to this Agreement or any other Loan Document) or such other evidence
        reasonably satisfactory to the U.S. Borrower and the U.S. Administrative
        Agent
        that such Foreign Lender is entitled to an exemption from, or reduction of,
        United States withholding tax, including any exemption pursuant to Section
        881(c) of the Code, and in the case of a Foreign Lender claiming such an
        exemption under Section 881(c) of the Code, a certificate that establishes
        in
        writing to the U.S. Borrower and the U.S. Administrative Agent that such
        Foreign
        Lender is not (i) a “bank” as described in Section 881(c)(3)(A) of the Code,
        (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B)
        of the
        Code, and (iii) a controlled foreign corporation related to the U.S. Borrower
        with the meaning of Section 864(d) of the Code. Thereafter and from time
        to
        time, each such Foreign Lender shall (A) promptly submit to the U.S. Borrower
        and the U.S. Administrative Agent such additional duly completed and signed
        copies of one or more of such forms or certificates (or such successor forms
        or
        certificates as shall be adopted from time to time by the relevant United
        States
        taxing authorities) as may then be available under then current United States
        laws and regulations to avoid, or such evidence as is reasonably satisfactory
        to
        the U.S. Borrower and the U.S. Administrative Agent of any available exemption
        from, or reduction of, United States withholding taxes in respect of all
        payments to be made to such Foreign Lender by the U.S. Borrower or other
        Loan
        Party pursuant to this Agreement, or any other Loan Document, in each case,
        (1) on or before the date that any such form, certificate or other evidence
        expires or becomes obsolete, (2) after the occurrence of any event
        requiring a change in the most recent form, certificate or evidence previously
        delivered by it to the U.S. Borrower and the U.S. Administrative Agent and
        (3) from time to time thereafter if reasonably requested by the U.S.
        Borrower or the U.S. Administrative Agent, and (B) promptly notify the U.S.
        Borrower and the U.S. Administrative Agent of any change in circumstances
        which
        would modify or render invalid any claimed exemption or reduction.

       

      (ii) Each
        Foreign Lender, to the extent it does not act or ceases to act for its own
        account with respect to any portion of any sums paid or payable to such Foreign
        Lender under any of the Loan Documents (for example, in the case of a typical
        participation by such Foreign Lender), shall deliver to the applicable Borrower
        and the applicable Administrative Agent on the date when such Foreign Lender
        ceases to act for its own account with respect to any portion of any such
        sums
        paid or payable, and at such other times as may be necessary in the
        determination of the applicable Borrower or the applicable Administrative
        Agent
        (in either case, in the reasonable exercise of its discretion), (A) two duly
        signed completed copies of the forms or statements required to be provided
        by
        such Foreign Lender as set forth above, to establish the portion of any such
        sums paid or payable with respect to which such Foreign Lender acts for its
        own
        account that is not subject to United States withholding tax, and (B) two
        duly signed completed copies of IRS Form W-8IMY (or any successor thereto),
        together with any information such Foreign Lender chooses to transmit with
        such
        form, and any other certificate or statement of exemption required under
        the
        Code, to establish that such Foreign Lender is not acting for its own account
        with respect to a portion of any such sums payable to such Foreign
        Lender.

       

      (iii) The
        Borrowers shall not be required to pay any additional amount or any indemnity
        payment under Section 3.01
        to
        (A) any Foreign Lender with respect to any Taxes required to be deducted or
        withheld on the basis of the information, certificates or statements of
        exemption such Lender transmits with an IRS Form W-8IMY pursuant to this
        Section
        10.15(a),
        (B) any Foreign Lender by reason of such Foreign Lender failing to satisfy
        the foregoing provisions of this Section
        10.15(a),
        or
        (C) any U.S. Lender by reason of such U.S. Lender failing to satisfy the
        provisions of Section 10.15(b);
        provided
        that if
        such Lender shall have satisfied the requirement of this Section 10.15(a)
        or
Section 10.15(b),
        as
        applicable, on the date such Lender became a Lender or ceased to act for
        its own
        account with respect to any payment under any of the Loan Documents, nothing
        in
        this Section
        10.15(a)
        or
Section 10.15(b)
        shall
        relieve the Borrowers of their obligation to pay any amounts pursuant to
        Section
        3.01
        in the
        event that, as a result of any change in any applicable Law, treaty or
        governmental rule, regulation or order, or any change in the interpretation,
        administration or application thereof, such Lender is no longer properly
        entitled to deliver forms, certificates or other evidence at a subsequent
        date
        establishing the fact that such Lender or other Person for the account of
        which
        such Lender receives any sums payable under any of the Loan Documents is
        not
        subject to withholding or is subject to withholding at a reduced
        rate.

       

      (iv) Either
        Administrative Agent may deduct and withhold any taxes required by any Laws
        to
        be deducted and withheld from any payment under any of the Loan Documents
        and
        shall promptly provide notice to the applicable Borrower if it does so. If
        an
        Administrative Agent deducts or withholds any such taxes, the obligations
        of any
        Loan Party to gross-up or indemnify, or the rights of any Loan Party to not
        gross-up or indemnify, for such taxes or related amounts shall be as otherwise
        stated in this Agreement. 

       

      (b)  Each
        Lender and Agent that is a “United States person” within the meaning of Section
        7701(a)(30) of the Code (each, only for the purposes of this Section 10.15,
        a
“U.S.
        Lender”)
        shall
        deliver to the Administrative Agent and the Borrower two duly signed, properly
        completed copies of IRS Form W-9 on or prior to the Closing Date (or on or
        prior
        to the date it becomes a party to this Agreement), certifying that such U.S.
        Lender is entitled to an exemption from United States backup withholding
        tax, or
        any successor form. If such U.S. Lender fails to deliver such forms, then
        the
        Administrative Agent may withhold from any payment to such U.S. Lender an
        amount
        equivalent to the applicable backup withholding tax imposed by the
        Code.

       

      (c)  Each
        Canadian Lender shall deliver to the Canadian Borrowers and the Canadian
        Administrative Agent, at the time such Canadian Lender first becomes party
        to
        this Agreement, such certificates as are reasonably satisfactory to the Canadian
        Borrowers and the Canadian Administrative Agent that such Canadian Lender
        is not
        subject to, or, if applicable, is entitled to a reduction of, Canadian
        withholding tax in respect of amounts paid or credited to it pursuant to
        the
        Loan Documents, and thereafter from time to time each such Canadian Lender
        shall
        promptly submit to the Canadian Borrowers and the Canadian Administrative
        Agent
        (i) after the occurrence of an event requiring a change in the most recent
        certificate previously delivered by it pursuant to this section (including
        any
        event whereby the Canadian Lender ceases to act for its own account with
        respect
        to any amounts payable to it under any of the Loan Documents) and (ii) upon
        request of the Canadian Borrowers or the Canadian Administrative Agent, such
        additional duly completed and signed certificates as needed to determine
        the
        eligibility of Canadian withholding tax, or the rate thereof, and in any
        event
        shall promptly notify the Canadian Borrowers and the Canadian Administrative
        Agent of any change in circumstances which would modify or render invalid
        a
        previously delivered certificate. The Canadian Borrowers confirm that following
        certificates shall be satisfactory to them for the purposes of this Section
        10.15(c):
        (x) in
        the case of certifying that a Canadian Lender is not subject to Canadian
        withholding tax, a certificate signed by an authorized representative of
        such
        Canadian Lender certifying (in such person’s capacity as a representative and
        not in his or her personal capacity) that such Canadian Lender is
        a
        Canadian Person;
        and (y)
        in the case of certifying that a Canadian Lender is entitled to a reduction
        of
        Canadian withholding tax, a certification in the form provided in Canada
        Revenue
        Agency Information Circular 76-12R5.

       

      10.16  Governing
        Law

       

      .

       

      (a)  THIS
        AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED
        IN
        ACCORDANCE WITH, THE
        LAW
        OF THE
        STATE OF NEW YORK.

       

      (b)  ANY
        LEGAL
        ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
        MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
        CITY
        OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY
        EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER, EACH AGENT
        AND EACH
        LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
        JURISDICTION OF THOSE COURTS. THE BORROWER, EACH AGENT
        AND EACH
        LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
        OF VENUE OR BASED ON THE GROUNDS OF FORUM
        NON CONVENIENS,
        WHICH
        IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING
        IN SUCH
        JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED
        THERETO.

       

      10.17  Waiver
        of Right to Trial by Jury

       

      .
        EACH
        PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
        OF
        ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT
        OR
        IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
        PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
        TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
        ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
        HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
        ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
        TO
        THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
        10.17
        WITH ANY
        COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
        WAIVER
        OF THEIR RIGHT TO TRIAL BY JURY.

       

      10.18  Binding
        Effect

       

      .
        This
        Agreement shall become effective when it shall have been executed by the
        parties
        hereto and thereafter shall be binding upon and inure to the benefit of the
        Borrowers, each Agent and each Lender and their respective successors and
        assigns, except that the Borrowers shall not have the right to assign their
        rights hereunder or any interest herein without the prior written consent
        of the
        Lenders except as permitted by Section
        7.04.

       

      10.19  Judgment
        Currency

       

      .

       

      (a)  Each
        Borrower’s obligation hereunder and under the other Loan Documents to make
        payments in Dollars or Canadian Dollars, as specified in Article II,
        shall
        not be discharged or satisfied by any tender or recovery pursuant to any
        judgment expressed in or converted into any currency other than Dollars or
        Canadian Dollars, as applicable, except to the extent that such tender or
        recovery results in the effective receipt by the applicable Administrative
        Agent
        or the respective Lender of the full amount of Dollars or Canadian Dollars,
        as
        applicable, expressed to be payable to such Administrative Agent or such
        Lender
        under this Agreement or the other Loan Documents. If, for the purpose of
        obtaining or enforcing judgment against a Borrower in any court or in any
        jurisdiction, it becomes necessary to convert into or from any currency other
        than the currency specified herein as the currency to be paid (such other
        currency being hereinafter referred to as the “Judgment
        Currency”)
        an
        amount due in dollars, the conversion shall be made at the rate of exchange
        (as
        quoted by the applicable Administrative Agent or if such Administrative Agent
        does not quote a rate of exchange on such currency, by a known dealer in
        such
        currency designated by such Administrative Agent) determined, in each case,
        as
        of the Business Day immediately preceding the day on which the judgment is
        given
        (such Business Day being hereinafter referred to as the “Judgment
        Currency Conversion Date”).

       

      (b)  If
        there
        is a change in the rate of exchange prevailing between the Judgment Currency
        Conversion Date and the date of actual payment of the amount due, each Borrower
        covenants and agrees to pay, or cause to be paid, such additional amounts,
        if
        any (but in any event not a lesser amount) as may be necessary to ensure
        that
        the amount paid in the Judgment Currency, when converted at the rate of exchange
        prevailing on the date of payment, will produce the amount of Dollars or
        Canadian Dollars, as applicable, which could have been purchased with the
        amount
        of Judgment Currency stipulated in the judgment or judicial award at the
        rate of
        exchange prevailing on the Judgment Currency Conversion Date.

       

      (c)  For
        purposes of determining any rate of exchange for this Section 10.19,
        such
        amounts shall include any premium and costs payable in connection with the
        purchase of Dollars or Canadian Dollars, as applicable.

       

      10.20  Collection
        Allocation Mechanism

       

      .

       

      (a)  On
        the
        CAM Exchange Date, (i) each U.S. Revolving Credit Lender shall immediately
        be deemed to have acquired (and shall promptly make payment therefor to the
        U.S.
        Administrative Agent in accordance with Section 2.04(c)(ii))
        participations in the U.S. Swing Line Loans in an amount equal to such U.S.
        Revolving Lender’s Pro Rata Share of each U.S. Swing Line Loan outstanding on
        such date, (ii) each U.S. Revolving Credit Lender shall immediately be
        deemed to have acquired (and shall promptly make payment therefor to the
        U.S.
        Administrative Agent in accordance with Section 2.03(c)(i))
        participations in the Outstanding Amount of L/C Obligations with respect
        to each
        U.S. Letter of Credit in an amount equal to such U.S. Revolving Credit Lender’s
        Pro Rata Share of the aggregate amount available to be drawn under such U.S.
        Letter of Credit, (iii) each Canadian Lender shall immediately be deemed
        to have
        acquired (and shall promptly make payment therefor to the Canadian
        Administrative Agent in accordance with Section
        2.04(c)(ii))
        participations in the Canadian Swing Line Loans in an amount equal to such
        Canadian Lender’s Pro Rata Share of each Canadian Swing Line Loan outstanding on
        such date, (iv) each Canadian Lender shall immediately be deemed to have
        acquired (and shall promptly make payment therefor to the Canadian
        Administrative Agent in accordance with Section 2.03(c)(i))
        participations in the Outstanding Amount of L/C Obligations with respect
        to each
        Canadian Letter of Credit in an amount equal to such Canadian Lender’s Pro Rata
        Share of the aggregate amount available to be drawn under such Canadian Letter
        of Credit, (v) simultaneously with the automatic conversions pursuant to
        clause (vi) below, the Lenders shall automatically and without further act
        (and without regard to the provisions of Section 10.04)
        be
        deemed to have exchanged interests in the Loans (other than the Swing Line
        Loans) and Canadian BAs and participations in the Swing Line Loans and Letters
        of Credit, such that in lieu of the interest of each Lender in each Loan,
        Canadian BA and L/C Obligations in which it shall participate as of such
        date
        (including such Lender’s interest in the Obligations, Guaranty and Collateral of
        each Loan Party in respect of each such Loan, Canadian BA and L/C Obligations),
        such Lender shall hold an interest in every one of the Loans (other than
        the
        Swing Line Loans) and Canadian BAs and a participation in every one of the
        Swing
        Line Loans and all of the L/C Obligations (including the Obligations, Guaranty
        and Collateral of each Loan Party in respect of each such Loan), whether
        or not
        such Lender shall previously have participated therein, equal to such Lender’s
        CAM Percentage thereof and (vi) simultaneously with the deemed exchange of
        interests pursuant to clause (v) above, the interest in the Loans and
        Canadian BAs denominated in Canadian Dollars to be received in such deemed
        exchange shall be converted into Obligations denominated in Dollars and on
        and
        after such date all amounts accruing and owed to Lenders in respect of such
        Obligations shall accrue and be payable in Dollars at the rates otherwise
        applicable hereunder. It is understood and agreed that Lenders holding interests
        in Canadian BAs on the CAM Exchange Date shall discharge the obligations
        to such
        Canadian BAs at maturity in exchange for the interests acquired by such Lenders
        in the CAM Exchange. Each Lender and each Loan Party hereby consents and
        agrees
        to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be
        binding upon its successors and assigns and any person that acquires a
        participation in its interests in any Loan or Canadian BA or any participation
        in any Swingline Loan or Letter of Credit. Each Loan Party agrees from time
        to
        time to execute and deliver to the applicable Administrative Agent all such
        promissory notes and other instruments and documents as the applicable
        Administrative Agent shall reasonably request to evidence and confirm the
        respective interests of the Lenders after giving effect to the CAM Exchange,
        and
        each Lender agrees to surrender any promissory notes originally received
        by it
        in connection with its Loans hereunder to the applicable Administrative Agent
        against delivery of any promissory notes evidencing its interests in the
        Loans
        and Canadian BAs so executed and delivered; provided,
        however,
        that
        the failure of any Loan Party to execute or deliver or of any Lender to accept
        any such promissory note, instrument or document shall not affect the validity
        or effectiveness of the CAM Exchange.

       

      (b)  As
        a
        result of the CAM Exchange, upon and after the CAM Exchange Date, each payment
        received by any Administrative Agent pursuant to any Loan Document in respect
        of
        any of the Obligations, and each distribution made by any Administrative
        Agent
        in respect of the Obligations, shall be distributed to the Lenders pro rata
        in
        accordance with their respective CAM Percentages. Any direct payment received
        by
        a Lender upon or after the CAM Exchange Date, including by way of setoff,
        in
        respect of an Obligation shall be paid over to the U.S. Administrative Agent
        for
        distribution to the Lenders in accordance herewith.

       

      10.21  Covenant
        to Pay

       

      .

       

      (a)  For
        value
        received, each
        U.S.
        Loan Party (collectively the “Covenant
        to Pay Parties”
and
        each a “Covenant
        to Pay Party”)
        hereby
        agrees and covenants with the U.S. Administrative Agent that it shall pay
        to the
        U.S. Administrative Agent on first demand, if and when such amounts become
        due
        and payable, amounts equal to all amounts which such Covenant to Pay Party
        is
        now or may at any time and from time to time hereafter be obligated to pay
        to
        the Secured Parties or any one or more of them under any of the Loan Documents
        to which such Covenant to Pay Party is now or may at any time become a party
        (such agreement and covenant is hereafter referred to as a “Covenant
        Obligation”).

       

      (b)  If,
        after
        foreclosure of all Dutch Collateral in which a Lien is granted by any Covenant
        to Pay Party, the proceeds are not sufficient to satisfy and discharge such
        Covenant to Pay Party’s Covenant Obligation, the remainder of such Covenant
        Obligation shall then cease to exist, but without prejudice to any other
        Obligations which such Covenant to Pay Party may have and without prejudice
        to
        any other remedies which the Secured Parties may have under any of the Loan
        Documents.

       

      (c)  Each
        of
        the Covenant to Pay Parties and the U.S. Administrative Agent agree and
        acknowledge that (i) each Covenant to Pay Party’s Covenant Obligation
        consists of obligations and liabilities of such Covenant to Pay Party to
        UBS AG,
        Stamford Branch, as U.S. Administrative Agent, separate and independent from
        and
        without prejudice to the other Obligations which such Covenant to Pay Party
        has
        or may have at any time to the Secured Parties (or any of them) (including
        UBS
        AG, Stamford Branch) under this Agreement or any of the other Loan Documents
        or
        otherwise, and (ii) each such Covenant to Pay Party’s Covenant Obligation
        represents the U.S. Administrative Agent’s own claim (i.e., “vordering
        op naam”)
        to
        receive payment of such Covenant to Pay Party’s Covenant Obligation, separate
        and independent from any claims of the Secured Parties on such Covenant to
        Pay
        Party, provided
        that the
        total liability of each Covenant to Pay Party under its Covenant Obligation
        shall be decreased from time to time to the extent that such Covenant to
        Pay
        Party, or any other applicable Loan Party, shall have permanently paid any
        amounts due under this Agreement or any of the other Loan Documents with
        respect
        to its other Obligations. Consequently, the total liability of each Covenant
        to
        Pay Party under its Obligations shall be decreased from time to time to the
        extent that such Covenant to Pay Party, or any other applicable Loan Party,
        shall have fully and finally paid any amounts due under this Agreement or
        any of
        the other Loan Documents with respect to its Covenant Obligation.

       

      (d)  Without
        limitation of the foregoing provisions of this Section
        10.21,
        nothing
        contained in this Section shall in any way negate or affect any Obligations
        other than the Covenant Obligation which any of the Covenant to Pay Parties
        has
        or at any time may have under the Loan Documents or otherwise to any Secured
        Party, including the U.S. Administrative Agent and all payments pursuant
        to this
Section
        10.21
        shall be
        applied in the manner set forth in Section
        8.03.
        This
Section
        10.21
        shall no
        longer apply, and cease to have any force or effect, after all Dutch Collateral
        has been foreclosed upon or other Disposed of in accordance with the Loan
        Documents, but shall become effective at any subsequent time that a Lien
        is
        granted under the Loan Documents with respect to any Dutch
        Collateral.

       

      [THE
        REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

      


       


      IN
        WITNESS WHEREOF, the
        parties hereto have caused this Agreement to be duly executed as of the date
        first above written.

       

      NORTEK,
        INC.

       

       

      By:  

       

       

      Name:

       

       

      Title:

       

      NORTEK
        HOLDINGS, INC.

       

      By:  

       

       

      Name:

       

       

      Title:

       

      BROAN-NUTONE
        CANADA INC.

       

      By:  

       

       

      Name:

       

       

      Title:

       

      VENTROL
        AIR HANDLING SYSTEMS INC.

       

      By:  

       

       

      Name:

       

       

      Title:

       

      UBS
        AG,
        STAMFORD BRANCH, as U.S. Administrative Agent and Canadian Administrative
        Agent

       

      By:  

       

       

      Name:

       

       

      Title:

       

       

      By:  

       

       

      Name:

       

       

      Title:

       

       

      :