##### 



Exhibit
10.3
 AMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENT
 AMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENT Amendment Fourth Amendment Effective Date Company UBS Agent
 RECITALS
 WHEREAS Existing Credit Agreement
 WHEREAS New Term Loans Repurchase
 WHEREAS Existing Term Loan Lender Continuing Lender Existing Term Loans
 WHEREAS Additional Lender
 WHEREAS




---



##### 



WHEREAS Amended Credit Agreement
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE
 Definitions
 Amendments to the Existing Credit Agreement
 Increase in Revolving Commitments; Consent to Extension of Revolving Commitment
Termination Date New Revolving Loan Commitments New
Revolving Loan Lenders Increased Amount Date
 2




---



##### 



Conditions Precedent
 Designated Senior Debt
 Representations and Warranties
   Survival of Representations and Warranties
 3




---



##### 



Reference to Agreement
 Governing Law
 Execution
 Limited Effect
 Certain Waivers provided
 signature pages follow
 4




---



##### 



KRATON POLYMERS LLCBy:


/s/   Raymond
K. GubaName:   Raymond K. GubaTitle:     Chief Financial OfficerGUARANTORS:POLYMER HOLDINGS LLCELASTOMERS HOLDINGS LLCKRATON POLYMERS U.S. LLCKRATON POLYMERS CAPITAL CORPORATIONBy:

    /s/   Raymond
K. GubaName:   Raymond
K. GubaTitle:     Chief Financial Officer




---



##### 



AGENT:UBS AG, STAMFORD BRANCHBy:
    /s/ Richard L. TavrowName:
Richard L. TavrowTitle:

    DirectorBanking Products
Services, USBy:


/s/ Irja
R. OtsaName:
Irja R. OtsaTitle:

    Associate DirectorBanking
Products Services, US




---



##### 



Schedule A
 Additional Lender
    
    Amount of New Term Loans funded on Fourth
Amendment Effective Date by Additional
LendersGoldman Sachs Credit Partners L.P.
    
    
    $129,557,102.53Total:
    
    
    $129,557,102.53




---



##### 



EXHIBIT A TO AMENDMENT NO. 4 TO
CREDIT AND GUARANTY AGREEMENT
 CREDIT AND GUARANTY AGREEMENT
 dated as of December 23, 2003
 as amended as of March 4, 2004,
as further amended as of October 21, 2004,
as further amended as of February 16, 2006,
as further amended as of May 12, 2006
 among
 KRATON POLYMERS LLC,
as Borrower,
 POLYMER HOLDINGS LLC and
 CERTAIN SUBSIDIARIES OF KRATON POLYMERS LLC,
as Guarantors,
 VARIOUS LENDERS,
 GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Lead Arranger,
 GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent,
 UBS AG, STAMFORD BRANCH,
as Administrative Agent and Collateral Agent,
 and
 MORGAN STANLEY SENIOR FUNDING INC., CREDIT SUISSE, CAYMAN ISLANDS
BRANCH and GENERAL ELECTRIC CAPITAL CORPORATION,
as Documentation Agents
 
 $445,000,000 Senior Secured Credit Facilities




---



##### 



TABLE OF CONTENTS
 PageSECTION 1. DEFINITIONS AND INTERPRETATION
    
    
    21.1. Definitions
    
    
    21.2. Accounting Terms
    
    
    311.3. Interpretation, etc.
    
    
    311.4. Interrelationship with the Existing Agreement
    
    
    31SECTION 2. LOANS AND LETTERS OF CREDIT
    
    
    322.1. Term Loan.
    
    
    322.2. Revolving Loans.
    
    
    332.3. Swing Line Loans.
    
    
    332.4. Issuance of Letters of Credit and Purchase of Participations Therein.
    
    
    362.5. Pro Rata Shares; Availability of Funds.
    
    
    392.6. Use of Proceeds.
    
    
    392.7. Evidence of Debt; Register; Lenders Books and Records; Notes.
    
    
    402.8. Interest on Loans.
    
    
    402.9. Conversion/Continuation.
    
    
    422.10. Default Interest.
    
    
    432.11. Fees
    
    
    432.12. Scheduled Payments
    
    
    442.13. Voluntary Prepayments/Commitment Reductions.
    
    
    452.14. Mandatory Prepayments/Commitment Reductions.
    
    
    482.15. Application of Prepayments/Reductions.
    
    
    492.16. General Provisions Regarding Payments.
    
    
    502.17. Ratable Sharing.
    
    
    512.18. Making or Maintaining Eurodollar Rate Loans.
    
    
    522.19. Increased Costs; Capital Adequacy.
    
    
    532.20. Taxes; Withholding, etc.
    
    
    552.21. Obligation to Mitigate.
    
    
    572.22. Defaulting Lenders.
    
    
    572.23. Removal or Replacement of a Lender.
    
    
    58SECTION 3. CONDITIONS PRECEDENT
    
    
    583.1. Closing Date.
    
    
    583.2. Conditions to Each Credit Extension.
    
    
    633.3. Conditions to the New Term Loan Commitments on the
Fourth Amendment Effective Date.
    
    
    643.4. Effect of Agreement on Other Credit Documents
    
    
    67SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    674.1. Organization; Requisite Power and Authority; Qualification.
    
    
    674.2. Capital Stock and Ownership.
    
    
    674.3. Due Authorization.
    
    
    684.4. No Conflict.
    
    
    684.5. Governmental Consents.
    
    
    684.6. Binding Obligation.
    
    
    684.7. Historical Financial Statements; Pro Forma Balance Sheets
    
    
    684.8. No Material Adverse Change.
    
    
    694.9. No Restricted Junior Payments.
    
    
    69




---



##### 



Page4.10. Adverse Proceedings, etc.
    
    
    694.11. Payment of Taxes.
    
    
    694.12. Properties.
    
    
    694.13. Environmental Matters.
    
    
    704.14. No Defaults.
    
    
    714.15. Material Contracts.
    
    
    714.16. Governmental Regulation.
    
    
    714.17. Margin Stock.
    
    
    724.18. Employee Matters.
    
    
    724.19. Employee Benefit Plans.
    
    
    724.20. Solvency.
    
    
    734.21. Related Agreements.
    
    
    734.22. Compliance with Statutes, etc.
    
    
    734.23. Disclosure.
    
    
    734.24. Insurance.
    
    
    734.25. Senior Indebtedness.
    
    
    744.26. Intellectual Property; Licenses, Etc.
    
    
    74SECTION 5. AFFIRMATIVE COVENANTS
    
    
    745.1. Financial Statements and Other Reports.
    
    
    745.2. Existence.
    
    
    775.3. Payment of Taxes and Claims.
    
    
    775.4. Maintenance of Properties.
    
    
    785.5. Insurance.
    
    
    785.6. Inspections.
    
    
    785.7. Compliance with Laws.
    
    
    785.8. Environmental.
    
    
    785.9. Subsidiaries.
    
    
    795.10. Additional Material Real Estate Assets.
    
    
    795.11. Intentionally Omitted.
    
    
    795.12. Further Assurances.
    
    
    80SECTION 6. NEGATIVE COVENANTS
    
    
    806.1. Indebtedness.
    
    
    806.2. Liens.
    
    
    826.3. Equitable Lien.
    
    
    846.4. No Further Negative Pledges.
    
    
    846.5. Restricted Junior Payments.
    
    
    846.6. Restrictions on Subsidiary Distributions.
    
    
    866.7. Investments.
    
    
    866.8. Financial Covenants.
    
    
    886.9. Fundamental Changes; Disposition of Assets; Acquisitions.
    
    
    896.10. Disposal of Subsidiary Interests.
    
    
    906.11. Sales and Lease-Backs.
    
    
    906.12. Transactions with Shareholders and Affiliates.
    
    
    916.13. Conduct of Business.
    
    
    916.14. Permitted Activities of Holdings.
    
    
    926.15. Amendments or Waivers of Certain Related Agreements and Constitutive
Documents.
    
    
    926.16. Amendments or Waivers of with respect to Subordinated Indebtedness.
    
    
    926.17. Fiscal Year.
    
    
    93




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##### 



PageSECTION 7. GUARANTY
    
    
    937.1. Guaranty of the Obligations.
    
    
    937.2. Contribution by Guarantors.
    
    
    937.3. Payment by Guarantors.
    
    
    947.4. Liability of Guarantors Absolute.
    
    
    947.5. Waivers by Guarantors.
    
    
    967.6. Guarantors Rights of Subrogation, Contribution, etc.
    
    
    967.7. Subordination of Other Obligations.
    
    
    977.8. Continuing Guaranty.
    
    
    977.9. Authority of Guarantors or Company.
    
    
    977.10. Financial Condition of Company and Guarantors.
    
    
    977.11. Bankruptcy, etc.
    
    
    977.12. Discharge of Guaranty Upon Sale of Guarantor.
    
    
    98SECTION 8. EVENTS OF DEFAULT
    
    
    988.1. Events of Default.
    
    
    98SECTION 9. AGENTS
    
    
    1019.1. Appointment of Agents.
    
    
    1019.2. Powers and Duties.
    
    
    1019.3. General Immunity.
    
    
    1019.4. Agents Entitled to Act as Lender.
    
    
    1029.5. Lenders Representations, Warranties and Acknowledgment.
    
    
    1029.6. Right to Indemnity.
    
    
    1039.7. Successor Administrative Agent and Swing Line Lender.
    
    
    1039.8. Collateral Documents and Guaranty.
    
    
    104SECTION 10. MISCELLANEOUS
    
    
    10410.1. Notices.
    
    
    10510.2. Expenses.
    
    
    10510.3. Indemnity.
    
    
    10510.4. Set-Off.
    
    
    10610.5. Amendments and Waivers
    
    
    10610.6. Successors and Assigns; Participations.
    
    
    10810.7. Independence of Covenants.
    
    
    11110.8. Survival of Representations, Warranties and Agreements.
    
    
    11110.9. No Waiver; Remedies Cumulative.
    
    
    11110.10. Marshalling; Payments Set Aside.
    
    
    11110.11. Severability.
    
    
    11210.12. Obligations Several; Independent Nature of Lenders Rights.
    
    
    11210.13. Headings.
    
    
    11210.14. APPLICABLE LAW.
    
    
    11210.15. CONSENT TO JURISDICTION.
    
    
    11210.16. WAIVER OF JURY TRIAL.
    
    
    11310.17. Confidentiality.
    
    
    11310.18. Usury Savings Clause.
    
    
    11410.19. Counterparts.
    
    
    11410.20. Effectiveness.
    
    
    114




---



##### 



APPENDICES:
    
    
    A
    
    


  Revolving CommitmentsB


   
    
    Notice AddressesSCHEDULES:
    
    
    1.1
    
    
    Certain Financial Definitions3.1(h


)(i)
    
    Closing Date Mortgaged Properties4.1
    
    
    Jurisdictions of Organization and Qualification4.2
    



    Capital Stock and Ownership4.7
    (a)
    


 Certain Liabilities4.10
    



    Certain Proceedings4.12
    (a)
    


  Owned Real Property4.12
    (b)
    


  Leased Real Property4.13
    



    Certain Environmental Matters4.18
    



    Certain Employee Matters4.19
    (a)
    


  Certain Employee Benefit Plans4.19
    (b)
    


  Certain Pension Plans4.22
    



    Compliance with Statutes6.1
    (b)
    


 Existing Interco Indebtedness6.2
    



    Certain Liens6.7
    



    Certain InvestmentsEXHIBITS:
    
    
    A-1
    



    Funding NoticeA-2
    



    Conversion/Continuation NoticeA-3
    



    Issuance NoticeB-1
    



    New Term Loan NoteB-2
    



    Revolving Loan NoteB-3
    



    Swing Line NoteC
    



    Compliance CertificateD
    



    Opinions of CounselE
    



    Assignment AgreementF
    



    Certificate Re Non-bank StatusG-1
    



    Fourth Amendment Effective Date

CertificateG-2
    



    Fourth Amendment Effective Date

Solvency CertificateH
    



    Counterpart AgreementI
    



    Pledge and Security

AgreementJ
    



    MortgageK
    



    Landlord Waiver and Consent

AgreementL
    



    Interco NoteM
    



    Interco Subordination

AgreementN
    



    Mortgage ModificationO
    



    Reaffirmation Agreement




---



##### 



CREDIT AND GUARANTY AGREEMENT
 CREDIT AND GUARANTY AGREEMENT AMENDMENT NO.
1 TO CREDIT AND GUARANTY AGREEMENT AMENDMENT NO.
2 TO CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT Existing Agreement Amended Credit Agreement Agreement KRATON POLYMERS LLC Company POLYMER HOLDINGS LLC Holdings CERTAIN
SUBSIDIARIES OF COMPANY GOLDMAN SACHS
CREDIT PARTNERS L.P. GSCP Lead
Arranger GOLDMAN SACHS CREDIT PARTNERS L.P. Syndication Agent UBS AG, STAMFORD BRANCH UBS Administrative Agent Collateral Agent MORGAN STANLEY SENIOR
FUNDING INC. Morgan Stanley , CREDIT SUISSE, CAYMAN ISLANDS BRANCH CS GENERAL ELECTRIC
CAPITAL CORPORATION GECC Documentation Agents
 RECITALS:
 WHEREAS,
 WHEREAS
 WHEREAS Repurchase
 WHEREAS,
 NOW, THEREFORE,
 1




---



##### 



SECTION 1. DEFINITIONS AND INTERPRETATION
 1.1. Definitions.
 Acquired Business
 Acquisition
 Additional Lender
 Adjusted Eurodollar Rate minus
 Administrative Agent
 Adverse Proceeding
 Affected Lender
 Affected Loans
 2




---



##### 



Affiliate
 Agent
 Aggregate Amounts Due
 Aggregate Payments
 Agreement
 Applicable Margin
 Applicable MarginLeverage
    
    for Eurodollar Rate RevolvingRatio
    
    Loans> 4.00:1.00
    
    2.50%3 4.00:1.00
    
    2.25%3 3.50:1.00< 3.50:1.00
    
    2.00%
  3




---



##### 



Applicable Reserve Requirement
 Asset Sale
 Assignment Agreement
 Authorized Officer
 Bankruptcy Code
 Base Rate 1 2
 Base Rate Loan
 Beneficiary
 4




---



##### 



Brazilian Guaranty
 Business Day Business Day
 Capital Lease
 Capital Stock
 Cash
 Cash Equivalents
 Certificate re Non-Bank Status
 Change of Control
 5




---



##### 



Class
 Closing Date
 Closing Date Mortgaged Property
 Closing Date Working Capital Adjustment
 Collateral
 Collateral Agent
 Collateral Documents
 Collateral Questionnaire
 Commitment
 Company
 6




---



##### 



Compliance Certificate
 Consolidated Adjusted EBITDA minus
 Consolidated Capital Expenditures
 Consolidated Cash Interest Expense
 Consolidated Excess Cash Flow
 7




---



##### 



minus
 Consolidated Interest Expense
 Consolidated Net Income minus
 8




---



##### 



Consolidated Total Debt
 Continuing Lenders
 Contractual Obligation
 Contributing Guarantors
 Conversion/Continuation Date
 Conversion/Continuation Notice
 Counterpart Agreement
 Credit Date
 Credit Document
 Credit Extension
 Credit Party
 9




---



##### 



Cure Amount
 Cure Right
 Currency Agreement
 Default
 Default Excess
 Default Period
 Defaulting Lender
 Defaulted Loan
 Deposit Account
 Documentation Agents
 Dollars $
 Domestic Subsidiary
 Earnout Payment
 10




---



##### 



Eligible Assignee provided
 Employee Benefit Plan provided however
 Environmental Claim
 Environmental Laws
 Equity Financing
 ERISA
 ERISA Affiliate
 11




---



##### 



ERISA Event
 Eurodollar Rate Loan
 Event of Default
 12




---



##### 



Exchange Act
 Excluded Event
 Existing Indebtedness
 Existing Term Loan
 Existing Term Loan Commitment New Term Loan Commitments
 Existing Term Loan Lender
 Facility
 Fair Share Contribution Amount
 Fair Share
 Fair Share Shortfall
 Federal Funds Effective Rate provided
 Financial Officer Certification
 13




---



##### 



Financial Performance Covenants
 Financial Plan
 Financing Transactions
 First Priority
 Fiscal Month
 Fiscal Quarter
 Fiscal Year
 Flood Hazard Property
 Foreign Jurisdiction Deposit
 Foreign Subsidiary
 Fourth Amendment
 Fourth Amendment Effective Date
 Fourth Amendment Effective Date Certificate
 Fourth Amendment Effective Date Solvency Certificate
 Funding Default
 Funding Guarantors
 14




---



##### 



Funding Notice
 GAAP
 Governmental Acts
 Governmental Authority
 Governmental Authorization
 GSCP
 Grantor
 Guaranteed Obligations
 Guarantor
 Guarantor Subsidiary
 Guaranty
 Hazardous Materials
 Hazardous Materials Activity
 Hedge Agreement
 Highest Lawful Rate
 15




---



##### 



Historical Financial Statements
 Holdings
 Holdings Notes
 Holdings Notes Indenture
 Increased-Cost Lenders
 Indebtedness
 16




---



##### 



provided
 Indemnified Liabilities
 Indemnitee
 Infineum Agreement
 Installment
 Installment Date
 Intercompany Indebtedness
 Interest Coverage Ratio
 Interest Payment Date
 17




---



##### 



provided
 Interest Period provided
 Interest Rate Agreement
 Interest Rate Determination Date
 Internal Revenue Code
 Investment
 IPO
 18




---



##### 



Issuance Notice
 Issuing Bank
 Joint Venture provided
 Landlord Personal Property Collateral Access Agreement
 Lead Arrangers
 Leasehold Property
 Lender Lenders provided
 Lender Counterparty
 Letter of Credit
 Letter of Credit Sublimit
 Letter of Credit Usage
 Leverage Ratio
 19




---



##### 



Lien
 Loan
 Management Services Agreement
 Margin Stock
 Material Adverse Effect
 Material Contract
 Material
Real Estate Asset
 Measurement Period
 Merger Agreement
 Moodys
 Mortgage
 Mortgage Modification
 20




---



##### 



Multiemployer Plan
 NAIC
 Net Asset Sale Proceeds minus provided
 Net Insurance/Condemnation Proceeds minus
 Net Working Capital
 New Term Loan
 21




---



##### 



New Term Loan Commitment New Term Loan Commitments
 New Term Loan Lender
 New Term Loan Note
 Non-US Lender
 Note
 Notice
 Obligations
 Obligee Guarantor
 Organizational Documents
 Owned Real Property
 Parent Company
 22




---



##### 



Payoff
 PBGC
 Pension Plan
 Permitted Acquisition provided
       Permitted Business
 23




---



##### 



Permitted Liens
 Permitted Option
 Permitted Refinancing
 Person
 Pledge and Security Agreement
 Post-Subject Transaction Period
 Prepayment Percentage
 Prime Rate The Wall Street Journal
 Principal Office
 24




---



##### 



Pro Forma Balance Sheets
 Pro Rata Share
 Reaffirmation Agreement
 Real Estate Asset
 Refunded Swing Line Loans
 Register
 Regulation D
 Reimbursement Date
 Related Agreements
 Related Fund
 Release
 Replacement Lender
 Repurchase
 25




---



##### 



Requisite Class Lenders
 Requisite Lenders
 Restricted Junior Payment
 Revolving Commitment Revolving Commitments
 Revolving Commitment Period
 Revolving Commitment Termination Date
 Revolving Exposure
 26




---



##### 



Revolving Loan
 Revolving Loan Note
 S&P
 Secured Parties
 Securities
 Securities Act
 Seller
 Senior Subordinated Indenture
 Senior Subordinated Notes
 Senior Subordinated Notes Documents
 Solvent
 27




---



##### 



Specified Cost Savings minus provided
 Specified Other Restructuring Charges plus provided plus
 Specified Severance-Related Restructuring Charges plus provided plus
 Sponsor
 28




---



##### 



Subject Transaction
 Subordinated Indebtedness
 Subordinated Management Fees
 Subsidiary provided
 Survey
 Swing Line Lender
 Swing Line Loan
 Swing Line Note
 Swing Line Sublimit
 Syndication Agent
 Tax provided
 29




---



##### 



Tender Offer
 Tender Offer Documents
 Term Loan
 Term Loan Commitment Term Loan
Commitments
 Term Loan Exposure provided
 Term Loan Maturity Date
 Terminated Lender
 Title Policy
 Total Utilization of Revolving Commitments
 Transaction Costs
 Transactions
 Type of Loan
 UBS
 UBSS
 UCC
 30




---



##### 



Unadjusted Eurodollar Rate Component
 1.2. Accounting Terms.
 1.3. Interpretation, etc.
 1.4. Interrelationship with the Existing Agreement
   31




---



##### 



SECTION 2. LOANS AND LETTERS OF CREDIT
 2.1. Term Loan.
 Loan Commitments provided
 Borrowing Mechanics for Term Loans
    32




---



##### 



2.2. Revolving Loans.
 Revolving Commitments provided
 Borrowing Mechanics for Revolving Loans
     2.3. Swing Line Loans.
 33




---



##### 



Swing Line Loans Commitments provided
 Borrowing Mechanics for Swing Line Loans
    Refunded Swing Line Loans
 34




---



##### 



provided
 35




---



##### 



2.4. Issuance of Letters of Credit and Purchase of Participations Therein.
 Letters of Credit provided provided provided further provided further
 Notice of Issuance
 Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments
 36




---



##### 



Reimbursement by Company of Amounts Drawn or Paid Under Letters of Credit Reimbursement
Date provided provided further
 37




---



##### 



Lenders Purchase of Participations in Letters of Credit
 Obligations Absolute provided
 38




---



##### 



Indemnification
 2.5. Pro Rata Shares; Availability of Funds.
 Pro Rata Shares
 Availability of Funds
 2.6. Use of Proceeds.
 39




---



##### 



provided however
 2.7. Evidence of Debt; Register; Lenders Books and Records; Notes.
 Lenders Evidence of Debt provided provided further
 Register Register provided
 Notes
 2.8. Interest on Loans.
   40




---



##### 



plus
 plus
 plus
  plus
 plus
    41




---



##### 



provided
 provided
   2.9. Conversion/Continuation.
  provided
 42




---



##### 



2.10. Default Interest. provided
 2.11. Fees
      43




---



##### 



2.12. Scheduled Payments. Installment Installment Date
 Installment Date
    
    InstallmentJune 30, 2006
    
    $
    962,500September 30, 2006
    
    $
    962,500December 31, 2006
    
    $
    962,500March 31, 2007
    
    $
    962,500June 30, 2007
    
    $
    962,500September 30, 2007
    
    $
    962,500December 31, 2007
    
    $
    962,500March 31, 2008
    
    $
    962,500June 30, 2008
    
    $
    962,500September 30, 2008
    
    $
    962,500December 31, 2008
    
    $
    962,500March 31, 2009
    
    $
    962,500June 30, 2009
    
    $
    962,500September 30, 2009
    
    $
    962,500December 31, 2009
    
    $
    962,500March 31, 2010
    
    $
    962,500June 30, 2010
    
    $
    962,500September 30, 2010
    
    $
    962,500December 31, 2010
    
    $
    962,500
 44




---



##### 



Installment Date
    
    InstallmentMarch 31, 2011
    
    $
    962,500June 30, 2011
    
    $
    962,500September 30, 2011
    
    $
    962,500December 31, 2011
    
    $
    962,500March 31, 2012
    
    $
    962,500June 30, 2012
    
    $
    962,500September 30, 2012
    
    $
    90,234,375December 31, 2012
    
    $
    90,234,375March 31, 2013
    
    $
    90,234,375Term Loan Maturity Date
    
    $
    90,234,375
  2.13. Voluntary Prepayments/Commitment Reductions.
    provided however
   45




---



##### 



Voluntary Commitment Reductions
 provided
  Certain Permitted Term Loan Repurchases
   46




---



##### 



provided
 Offer Offer Loans provided provided further
    47




---



##### 



2.14. Mandatory Prepayments/Commitment Reductions.
 Asset Sales provided provided further
 Insurance/Condemnation Proceeds provided provided further
 Issuance of Equity Securities provided
 Issuance of Debt
 48




---



##### 



Consolidated Excess Cash Flow minus provided minus
 Revolving Loans and Swing Loans first second
 Prepayment Certificate
 2.15. Application of Prepayments/Reductions.
 Application of Voluntary Prepayments by Type of Loans provided
 first
 second
 third
  49




---



##### 



Application of Mandatory Prepayments by Type of Loans
 first
 second
 third
 fourth
 fifth
 provided
 Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans
 2.16. General Provisions Regarding Payments.
    50




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2.17. Ratable Sharing. Aggregate Amounts Due
 51




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##### 



provided
 2.18. Making or Maintaining Eurodollar Rate Loans.
 Inability to Determine Applicable Interest Rate
 Illegality or Impracticability of Eurodollar Rate Loans Affected Lender Affected Loans
 52




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Compensation for Breakage or Non-Commencement of Interest Periods
 Booking of Eurodollar Rate Loans
 Assumptions Concerning Funding of Eurodollar Rate Loans provided however
 2.19. Increased Costs; Capital Adequacy.
 Compensation For Increased Costs and Taxes
 53




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Capital Adequacy Adjustment
 54




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##### 



Limitations on Compensation
 2.20. Taxes; Withholding, etc.
 Payments to Be Free and Clear
 Withholding of Taxes provided provided further
 55




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Evidence of Exemption From U.S. Withholding Tax Non-US Lender provided
 56




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2.21. Obligation to Mitigate. provided incremental
 2.22. Defaulting Lenders. Defaulting Lender Funding Default Defaulted Loan
 57




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2.23. Removal or Replacement of a Lender. Increased-Cost Lender Non-Consenting Lender Terminated Lender Replacement Lender provided provided provided
 SECTION 3. CONDITIONS PRECEDENT
 3.1. Closing Date.
 58




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Credit Documents
 Organizational Documents; Incumbency
 Organizational and Capital Structure
 Capitalization of Holdings and Company Equity Financing
 Consummation of Transactions Contemplated by Related Agreements
   59




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##### 



Existing Indebtedness Payoff
 Governmental Authorizations and Consents
 Real Estate Assets
 Closing Date Mortgaged Property
  60




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Title Policy
  Personal Property Collateral
    61




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Environmental Reports
 Evidence of Insurance
 Opinions of Counsel to Credit Parties
 Fees and Expenses
 Solvency Certificate; Solvency Appraisal
 Credit Rating
 Closing Date
 No Litigation
 62




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Completion of Proceedings
 Compliance With Applicable Legal Requirements
 No Material Adverse Change Excluded Event provided
 Post-Closing Letter
  3.2. Conditions to Each Credit Extension.
 Conditions Precedent
  63




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Notices provided
 3.3. Conditions to Obligation to Fund the New Term Loan Commitments on the Fourth
Amendment Effective Date.
 Credit Documents
 64




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Organizational Documents; Incumbency
 Tender Offer and Repurchase
 Funds Flow Memorandum
 Consents and Approvals
 Real Estate Assets; Collateral Questionnaire
  65




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Evidence of Insurance
 Opinions of Counsel to Credit Parties
 Fees
 Fourth Amendment Effective Date Solvency Certificate
 Fourth Amendment Effective Date Certificate
 No Litigation
 Completion of Proceedings
 66




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Payment of Interest
  3.4. Effect of Agreement on Other Credit Documents
 SECTION 4. REPRESENTATIONS AND WARRANTIES
  4.1. Organization; Requisite Power and Authority; Qualification.
 4.2. Capital Stock and Ownership.
 67




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4.3. Due Authorization.
 4.4. No Conflict.
 4.5. Governmental Consents.
 4.6. Binding Obligation.
 4.7. Historical Financial Statements; Pro Forma Balance Sheets
  68




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4.8. No Material Adverse Change.
 4.9. No Restricted Junior Payments.
 4.10. Adverse Proceedings, etc.
 4.11. Payment of Taxes. provided
 4.12. Properties.
  69




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Owned Real Property
  4.13. Environmental Matters.
   70




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##### 



4.14. No Defaults.
 4.15. Material Contracts.
 4.16. Governmental Regulation.
 71




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4.17. Margin Stock.
 4.18. Employee Matters.
 4.19. Employee Benefit Plans.
 72




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4.20. Solvency.
 4.21. Related Agreements.
 Delivery
 Governmental Approvals
 Conditions Precedent
 4.22. Compliance with Statutes, etc.
 4.23. Disclosure.
 4.24. Insurance.
 73




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4.25. Senior Indebtedness.
 4.26. Intellectual Property; Licenses, Etc.
 SECTION 5. AFFIRMATIVE COVENANTS
  5.1. Financial Statements and Other Reports.
 Quarterly Financial Statements
 Annual Financial Statements
 74




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##### 



Compliance Certificate
 Statements of Reconciliation after Change in Accounting Principles
 Notice of Default
 Notice of Litigation
 75




---



##### 



ERISA
 Financial Plan Financial Plan
 Insurance Report
 Environmental Reports and Audits
 Information Regarding Collateral
 76




---



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Annual Collateral Verification
 Other Information
 5.2. Existence. provided
 5.3. Payment of Taxes and Claims. provided
 77




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##### 



5.4. Maintenance of Properties.
 5.5. Insurance.
 5.6. Inspections.
 5.7. Compliance with Laws.
 5.8. Environmental.
  78




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5.9. Subsidiaries. provided
 5.10. Additional Material Real Estate Assets.
 5.11. Intentionally Omitted.
 79




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##### 



5.12. Further Assurances.
 SECTION 6. NEGATIVE COVENANTS
  6.1. Indebtedness.
  Intercompany Indebtedness provided
 provided
 80




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##### 



provided plus
    provided
    81




---



##### 



provided
 6.2. Liens.
     82




---



##### 



provided
 provided
 provided
     83




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##### 



6.3. Equitable Lien. provided
 6.4. No Further Negative Pledges. provided
 6.5. Restricted Junior Payments.
  84




---



##### 



provided provided further plus less provided further
  provided however
 85




---



##### 



6.6. Restrictions on Subsidiary Distributions.
 6.7. Investments.
  provided
 86




---



##### 



provided
       87




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##### 



6.8. Financial Covenants.
 Interest Coverage Ratio
 InterestFiscal Quarter
    
    Coverage RatioEach Fiscal Quarter of Fiscal Year 2004
    
    
    2.00:1.00Each Fiscal Quarter of Fiscal Year 2005
    
    
    2.00:1.00Each Fiscal Quarter of Fiscal Year 2006
    
    
    2.00:1.00Each Fiscal Quarter of Fiscal Year 2007
    
    
    2.25:1.00First Fiscal Quarter of Fiscal Year 2008
    
    
    2.25:1.00Second, Third and Fourth Fiscal Quarters of Fiscal Year 2008
    
    
    2.50:1.00Each Fiscal Quarter of Fiscal Year 2009
    
    
    2.75:1.00Each Fiscal Quarter of Fiscal Year 2010 and thereafter
    
    
    3.00:1.00
 Leverage Ratio
 Fiscal Quarter
    
    Leverage RatioEach Fiscal Quarter of Fiscal Year 2004
    
    
    5.95:1.00First, Second and Third Fiscal Quarters of Fiscal Year 2005
    
    
    6.95:1.00Fourth Fiscal Quarter of Fiscal Year 2005
    
    
    6.45:1.00First and Second Fiscal Quarters of Fiscal Year 2006
    
    
    6.45:1.00Third and Fourth Fiscal Quarters of Fiscal Year 2006
    
    
    5.95:1.00First and Second Fiscal Quarters of Fiscal Year 2007
    
    
    5.95:1.00Third and Fourth Fiscal Quarters of Fiscal Year 2007
    
    
    5.45:1.00First Fiscal Quarter of Fiscal Year 2008
    
    
    5.45:1.00Second, Third and Fourth Fiscal Quarters of Fiscal Year 2008
    
    
    4.95:1.00First, Second and Third Fiscal Quarters of Fiscal Year 2009
    
    
    4.45:1.00Fourth Fiscal Quarter of Fiscal Year 2009 and thereafter
    
    
    4.00:1.00
 Intentionally Omitted
 Certain Calculations
 88




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##### 



Right to Cure Financial Performance Covenants Cure Right Cure Amount
   6.9. Fundamental Changes; Disposition of Assets; Acquisitions.
 89




---



##### 



provided
   provided
    6.10. Disposal of Subsidiary Interests.
 6.11. Sales and Lease-Backs. provided
 90




---



##### 



6.12. Transactions with Shareholders and Affiliates. provided
      provided
   6.13. Conduct of Business.
 91




---



##### 



6.14. Permitted Activities of Holdings. provided
 6.15. Amendments or Waivers of Certain Related Agreements, Tender Offer Documents
and Constitutive Documents.
 6.16. Amendments or Waivers of with respect to Subordinated Indebtedness.
 92




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##### 



6.17. Fiscal Year.
 SECTION 7. GUARANTY
 7.1. Guaranty of the Obligations. Guaranteed Obligations
 7.2. Contribution by Guarantors. Contributing Guarantors Funding Guarantor Fair Share Fair Share Shortfall Fair Share Contribution Amount provided Fair Share Contribution Amount Aggregate Payments
 93




---



##### 



7.3. Payment by Guarantors.
 7.4. Liability of Guarantors Absolute.
      94




---



##### 



95




---



##### 



7.5. Waivers by Guarantors.
 7.6. Guarantors Rights of Subrogation, Contribution, etc.
 96




---



##### 



7.7. Subordination of Other Obligations. Obligee Guarantor
 7.8. Continuing Guaranty.
 7.9. Authority of Guarantors or Company.
 7.10. Financial Condition of Company and Guarantors.
 7.11. Bankruptcy, etc.
 97




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##### 



7.12. Discharge of Guaranty Upon Sale of Guarantor.
 SECTION 8. EVENTS OF DEFAULT
 8.1. Events of Default.
 Failure to Make Payments When Due
 Default in Other Agreements
 98




---



##### 



Breach of Certain Covenants
 Breach of Representations, etc.
 Other Defaults Under Credit Documents
 Involuntary Bankruptcy; Appointment of Receiver, etc.
 Voluntary Bankruptcy; Appointment of Receiver, etc.
 99




---



##### 



Judgments and Attachments
 Dissolution
 Employee Benefit Plans
 Change of Control
 Guaranties, Collateral Documents and other Credit Documents
 THEN
 100




---



##### 



provided
 SECTION 9. AGENTS
 9.1. Appointment of Agents.
 9.2. Powers and Duties.
 9.3. General Immunity.
 No Responsibility for Certain Matters
 101




---



##### 



Exculpatory Provisions
 9.4. Agents Entitled to Act as Lender.
 9.5. Lenders Representations, Warranties and Acknowledgment.
  102




---



##### 



9.6. Right to Indemnity. provided provided provided further
 9.7. Successor Administrative Agent and Swing Line Lender.
 103




---



##### 



9.8. Collateral Documents and Guaranty.
 Agents under Collateral Documents and Guaranty
 Right to Realize on Collateral and Enforce Guaranty
 SECTION 10. MISCELLANEOUS
 104




---



##### 



10.1. Notices. provided
 10.2. Expenses.
 10.3. Indemnity. Indemnitee provided
 105




---



##### 



10.4. Set-Off.
 10.5. Amendments and Waivers
 Requisite Lenders Consent
 Affected Lenders Consent
   106




---



##### 



Requisite Lenders Pro Rata Share; provided Requisite Lenders Pro Rata Share
   Other Consents
 provided
  Requisite Class Lenders provided Requisite Class Lenders
  107




---



##### 



provided
   Execution of Amendments, etc.
 10.6. Successors and Assigns; Participations.
 Generally
 Register
 Right to Assign provided however
 108




---



##### 



provided further
 Mechanics
 Notice of Assignment
 Representations and Warranties of Assignee
 109




---



##### 



Effect of Assignment provided
 Participations
 110




---



##### 



provided
 Certain Other Assignments provided provided further
 10.7. Independence of Covenants.
 10.8. Survival of Representations, Warranties and Agreements.
 10.9. No Waiver; Remedies Cumulative.
 10.10. Marshalling; Payments Set Aside.
 111




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##### 



10.11. Severability.
 10.12. Obligations Several; Independent Nature of Lenders Rights.
 10.13. Headings.
 10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
 10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT
PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS,
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND
CITY OF NEW YORK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY EXECUTING AND DELIVERING THIS
AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a)
ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE
APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING
 112




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##### 



SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT
PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
 10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER
OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED
IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY
HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER
THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS
OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
 10.17. Confidentiality. provided provided provided
 113




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##### 



10.18. Usury Savings Clause.
 10.19. Counterparts.
 10.20. Effectiveness.
 114