Exhibit 10.1


 


EXECUTION COPY


 


FIFTH AMENDMENT TO CREDIT
AGREEMENT


 


THIS FIFTH AMENDMENT TO
CREDIT AGREEMENT dated as of March 16, 2009 (the “Amendment”) is
entered into among Georgia Gulf Corporation, a Delaware corporation (“GGC”),
Royal Group, Inc. (formerly known as Royal Group Technologies Limited), a
Canadian federal corporation (the “Canadian Borrower”; together with
GGC, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of
America, National Association, as Domestic Administrative Agent and Bank of
America, National Association acting through its Canada branch, as Canadian
Administrative Agent.  All capitalized
terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Borrowers, the
Guarantors, the Lenders, Bank of America, National Association, as Domestic
Administrative Agent, Domestic Collateral Agent and Domestic L/C Issuer, Bank
of America, National Association acting through its Canada branch, as Canadian
Administrative Agent, Canadian Collateral Agent and Canadian L/C Issuer and The
Bank of Nova Scotia, as Canadian Swing Line Lender entered into that certain
Credit Agreement dated as of October 3, 2006 (as amended from time to time,
the “Credit Agreement”); and


 


WHEREAS, GGC has requested
that the Lenders amend the Credit Agreement as set forth below;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.               Amendments.


 


(a)           The following definitions
are hereby added to Section 1.01 of the Credit Agreement in the
appropriate alphabetical order:


 


“Consolidated Interest
Charges” means, for any period, for GGC and its Subsidiaries on a
consolidated basis, interest expense of GGC and its Subsidiaries for that
period.


 


“Disqualified Equity
Interests” means, with respect to any Person, any Equity Interest that by
its terms (or by the terms of any other Equity Interest into which it is
convertible or exchangeable) or otherwise (a) matures or is subject to
mandatory redemption or repurchase (other than solely for Equity Interests that
are not Disqualified Equity Interests) pursuant to a sinking fund obligation or
otherwise (except as a result of a change of control or asset sale so long as
any rights of the holder thereof upon the occurrence of a change of control or
asset sale event shall be subject to the prior payment in full of the
Obligations (other than any Obligations which expressly survive termination)
and termination of the Domestic Revolving Commitment and Canadian Revolving
Commitment); or (b) is convertible into or exchangeable or exercisable for
Indebtedness or any Disqualified Equity Interest at the option of the holder
thereof; or (c) may be required to be redeemed or repurchased at the
option of the holder thereof (other than solely for Equity Interests that are
not Disqualified Equity Interests), in whole or in part, in each case on or
prior to the date that is 120 days after the Term Loan Maturity Date; or (d) provides
for scheduled payments of dividends to be made in cash.


 

















 


“Excess Amount”, at
any time, means (x) (i) the Aggregate Domestic Revolving Commitments
plus (ii) the Aggregate Canadian Revolving Commitments at such time minus
(y) (i) the Total Domestic Revolving Outstandings plus (ii) the
Total Canadian Revolving Outstandings at such time.


 


“Exchange Obligations”
means (i) Equity Interests (other than Disqualified Equity Interests) and (ii) obligations
in respect of senior or senior subordinated notes and/or senior or senior
subordinated term loans, in each case issued or incurred by GGC on or after the
Fifth Amendment Effective Date and on or before September 30, 2009, in
exchange for 2003 Senior Notes, 2006 Senior Notes and/or 2006 Senior
Subordinated Notes; provided that such Exchange Obligations shall have a
final maturity date that is not earlier than 120 days after the Term Loan
Maturity Date and shall have no mandatory principal payments prior to such
date, shall not be secured by Liens on any assets other than the Domestic
Collateral (and any Liens on the Domestic Collateral securing such Exchange
Obligations shall be subordinated to the Liens securing the Obligations
pursuant to the Intercreditor Agreement), and shall otherwise satisfy the
conditions (including with respect to the issuance thereof) set forth on
Schedule 1 to the Fifth Amendment.


 


“Exchange Offer”
means a transaction pursuant to which Exchange Obligations consisting of Equity
Interests (other than Disqualified Equity Interests) and/or Indebtedness
permitted under Section 8.03(p) shall be issued in exchange for 2003
Senior Notes, 2006 Senior Notes and/or 2006 Senior Subordinated Notes.


 


“Fifth Amendment”
means the Fifth Amendment to Credit Agreement, dated as of March 16, 2009,
executed by the Borrowers, the Guarantors, the Domestic Administrative Agent,
the Canadian Administrative Agent and the Lenders party thereto.


 


“Fifth Amendment
Effective Date” means the date on which all of the conditions set forth in Section 2
of the Fifth Amendment are satisfied (such date to be communicated to the
Lenders and the Borrowers by the Administrative Agents promptly upon its
occurrence).


 


“Intercreditor Agreement”
means an intercreditor agreement substantially in the form set forth in Exhibit A
to the Fifth Amendment, executed and delivered by the parties thereto on or
before the first date on which Exchange Obligations of the type described in
clause (ii) of the definition thereof are issued or incurred.


 


“Minimum Excess Amount”
means $75,000,000 or such lesser amount as shall be agreed by both the Required
Canadian Revolving Lenders and the Required Domestic Revolving Lenders.


 


(b)           The definition of “Applicable
Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as
follows:


 


“Applicable Rate”
means with respect to all Loans (including, for the avoidance of doubt,
Revolving Loans and the Term Loan), Bankers’ Acceptance Advances and Letters of
Credit and Commitment Fees, the following percentages per annum,


 


2

















 


	
  Commitment

  Fees

  	
   

  	
  Eurodollar Rate Loans and

  Letter of Credit Fee

  	
   

  	
  Bankers Acceptance

  Advances

  	
   

  	
  Base Rate

  Loans

  	
   

  
	
  1.00%

  	
   

  	
  6.50%

  	
   

  	
  6.50%

  	
   

  	
  5.50%

  	
   

  



 


(c)           The definition of “Canadian
Letter of Credit Sublimit” in Section 1.01 of the Credit Agreement is
hereby amended by replacing “US$80,000,000” with “US$56,000,000”.


 


(d)           The definition of “Change of
Control” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting
“or” at the end of clause (c), (ii) replacing “.” with “; or” at the end
of clause (d) and (iii) inserting a new clause (e) immediately
following clause (d), as follows:


 


(e)           the occurrence of a “Change
of Control” (or any comparable term) under, and as defined in, the documents
governing the Exchange Obligations.


 


(e)           Clause (b)(i) in the
definition of “Consolidated Cash Interest Charges” in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:


 


(i)            to the extent included in
such consolidated interest expense for such period, non-cash expenses
attributable to the amortization or write-off of capitalized financing costs
previously paid, plus


 


(f)            The definition of “Consolidated
EBITDA” in Section 1.01 of the Credit Agreement is hereby amended by (i) replacing
“and” with “,” at the end of clause (b)(v) and (ii) inserting new
clauses (b)(vii), (b)(viii) and (b)(ix) immediately after clause
(b)(vi), as follows:


 


(vii)         the fees and expenses of the
financial advisory firm retained by the Administrative Agents pursuant to Section 7.10(e),


 


(viii)        for the fiscal quarters
ended March 31, 2009 and June 30, 2009 only, cash restructuring
charges and expenses in an aggregate amount not to exceed $13,600,000 and


 


(ix)           the fees and expenses
incurred in connection with obtaining the appraisals pursuant to Section 7.10(d).


 


(g)           The definition of “Domestic
Collateral Documents” in Section 1.01 of the Credit Agreement is hereby
amended by inserting “, the Intercreditor Agreement” immediately after “Collateral
Assignment Documents”.


 


(h)           The definition of “Material
Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended to
read as follows:


 


“Material Subsidiary”
means any Subsidiary other than a Subsidiary that (i) is not actively
engaged in any business activities, (ii) generated revenues of less than
$5,000 for the period of four consecutive fiscal quarters ending as of the end
of the immediately preceding fiscal quarter and (iii) had assets of less
than $100,000 as of the end of the immediately preceding fiscal quarter; provided,
that the aggregate assets of all Subsidiaries meeting the criteria set forth in
the preceding clauses (i), (ii) and (iii) shall not exceed $2,000,000.


 


3

















 


(i)            A new paragraph is hereby
added immediately following Section 2.03(a)(iv)(F) of the Credit
Agreement, as follows:


 


Each L/C Issuer acknowledges
and agrees that the granting of cash collateral by the Borrowers in an amount
equal to (i) 100% of any Defaulting Lender’s Applicable Percentage of the
Outstanding Amount of L/C Obligations in respect of each Letter of Credit
issued on or after the Fifth Amendment Effective Date plus (ii) (x) at
all times prior to June 30, 2009, 50% of any Defaulting Lender’s
Applicable Percentage of the Outstanding Amount of L/C Obligations in respect
of each Letter of Credit issued prior to the Fifth Amendment Effective Date or (y) at
all times on or after June 30, 2009, 100% of any Defaulting Lender’s
Applicable Percentage of the Outstanding Amount of L/C Obligations in respect
of each Letter of Credit issued prior to the Fifth Amendment Effective Date,
shall constitute “satisfactory arrangements” under Section 2.03(a)(iv)(F).  For purposes of this paragraph, the
extension, renewal or modification of a Letter of Credit issued prior to the
Fifth Amendment Effective Date shall not be deemed an “issuance” of such Letter
of Credit.


 


(j)            A new Section 2.05(b)(i)(C) of
the Credit Agreement is hereby added, as follows:


 


(C)           Minimum Excess Amount.  If for any reason the Excess Amount at any
time is less than the Minimum Excess Amount at such time, the Borrowers shall
immediately prepay the Domestic Revolving Loans and/or the Canadian Revolving
Loans (other than the Bankers’ Acceptance Advances) and/or Cash Collateralize
the Domestic L/C Obligations and/or Canadian L/C Obligations and/or Bankers’
Acceptance Advances in an aggregate amount sufficient to cause the Excess
Amount to be greater than or equal to the Minimum Excess Amount.


 


(k)           Section 2.05(b)(ii)(A) of
the Credit Agreement is hereby amended by (i) replacing “$5,000,000” with “$1,000,000”
and (ii) inserting the following proviso at the end of the first sentence
thereof:


 


; provided that the
requirements of this Section 2.05(b)(ii)(A) shall not apply to any
Disposition in connection with a Securitization Transaction permitted under
clause (d) of Section 8.05, to the extent the Indebtedness
related thereto is permitted under Section 8.03(i).


 


(l)            Section 2.05(b)(iv) of
the Credit Agreement is hereby amended by replacing “50%” with “100%”.


 


(m)          Section 2.05(b)(v) of
the Credit Agreement is hereby amended by replacing “75%” with “100%”.


 


(n)           A new Section 2.05(b)(vi)(A)(3) of
the Credit Agreement is hereby added, as follows:


 


(3)           with respect to all amounts
prepaid pursuant to Section 2.05(b)(i)(C), first, pro rata
to Domestic Revolving Loans, Canadian Revolving Loans (other than the Bankers’
Acceptance Advances) and Canadian Swing Line Loans until all such Loans have
been repaid in full and second, to (i) Cash Collateralize the
Domestic L/C Obligations and the Canadian L/C Obligations and (ii) to a
cash collateral account in respect of the Bankers’ Acceptance Advances, in each
case on a pro rata basis; or


 


4

















 


(o)           Section 5.02 of the
Credit Agreement is hereby amended by (i) replacing “Sections 5.02(a) and
(b)” in the last sentence thereof with “Sections 5.02(a), (b) and
(d)” and (ii) inserting new clause (d) immediately after
clause (c), as follows:


 


(d)           After giving effect to such
Credit Extension, the Excess Amount shall be greater than or equal to the
Minimum Excess Amount.


 


(p)           Section 7.02 of the
Credit Agreement is hereby amended by (i) deleting “and” at the end of
clause (j), (ii) replacing “.” with “; and” at the end of clause (k) and
(iii) inserting a new clause (l) immediately after clause (k), as
follows:


 


(l)            within five (5) Business
Days after the end of each calendar month, a cash flow forecast for GGC and its
Subsidiaries (on a consolidated basis) for the following 13-week period; provided
that the first such forecast shall be due on May 7, 2009.


 


(q)           Section 7.03(b) of
the Credit Agreement is hereby amended by replacing “five (5) Business
Days” with “three (3) Business Days”.


 


(r)            Section 7.10 of the
Credit Agreement is hereby amended by inserting new clauses (d) and (e) at
the end thereof, as follows:


 


(d)           Deliver to the
Administrative Agents no later than July 1, 2009 (provided, that
the Administrative Agents may, in their reasonable discretion, provide up to
three 30-day extensions of the time required for compliance with this Section 7.10(d)),
asset appraisal reports with respect to each fee and each leasehold interest in
real property of GGC and its Subsidiaries that, together with any associated
property, plant and equipment (whether owned or leased), has an estimated fair
market value in excess of $25,000,000 (such estimate to be determined by the
Borrowers in their commercially reasonable judgment and in consultation with
the Administrative Agents), prepared by one or more appraisal firms reasonably
satisfactory to the Administrative Agents (it being understood and agreed that
the appraisal reports required to be delivered pursuant to this Section 7.10(d) shall
cover all of such real property and associated plant and equipment).


 


(e)           (i) Permit the
Administrative Agents or counsel thereto to retain a financial advisory firm at
the expense of GGC to advise the Administrative Agents and the Lenders
regarding the Loan Parties’ financial and operational plans and (ii) cooperate
with, and cause its representatives and advisors to cooperate with, such
financial advisory firm in connection with the foregoing.


 


(s)           Section 7.12 is hereby
further amended (i) to correct a scrivener’s error, by replacing “(b)”
preceding the third paragraph thereof with “(c)”, (ii) amending
paragraph (c) by inserting “, the Exchange Obligations” immediately
after “the 2006 Senior Notes” and (iii) by inserting a new paragraph at
the end thereof, as follows:


 


Notwithstanding the
foregoing, within ten (10) Business Days after the Fifth Amendment
Effective Date (or such longer period as the Administrative Agent shall agree
in its reasonable discretion), GGC shall cause each Domestic Subsidiary and
each Canadian Subsidiary that is a Material Subsidiary and that is not a
Guarantor as of the Fifth Amendment Effective Date (other than (x) any SPV
and (y) any Material Subsidiary that is not a Wholly Owned Subsidiary) to (A) become
a Domestic Guarantor or 


 


5

















 


Canadian
Guarantor, as applicable, by executing and delivering to the Administrative
Agent a Joinder Agreement or such other documents as the Administrative Agent
shall deem appropriate for such purpose, and (B) except with respect to
any assets constituting Excluded Domestic Property or Excluded Canadian
Property, deliver to the Administrative Agent and Collateral Agent documents of
the types referred to in Sections 5.01(e) and (f) and favorable
opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to in clause (A) above), all in form, content and scope
reasonably satisfactory to the Administrative Agent and Collateral Agent; provided,
that documents of the type referred to in Section 5.01(f) shall not
be required to be delivered until the 30th day after the
Fifth Amendment Effective Date (or such longer period as the Administrative
Agent and the Collateral Agent shall agree in their reasonable discretion).


 


(t)            Section 7.18 of the
Credit Agreement is hereby amended by (i) designating the existing
paragraph as paragraph (a), (ii) inserting “; provided that
the Administrative Agents shall have the right to require GGC to modify the
required scope of such financial advisory firm’s engagement from time to time
thereafter, including (but not limited to) as specified in Section 7.18(b);
and” at the end of paragraph (a) and (iii) inserting a new
paragraph (b), as follows:


 


(b)           On or before the date 30
days after the Fifth Amendment Effective Date (i) expand the scope of work
being undertaken by the financial advisory firm retained pursuant to Section 7.18(a) to
an extent reasonably satisfactory to the Administrative Agents (such scope to
include, without limitation, a review of the financial and operational plans
for GGC and all of its North American and Canadian Subsidiaries) and (ii) provide
the Administrative Agents with a copy of any new or amended engagement letter
with such financial advisory firm to reflect the foregoing (it being understood
that such engagement letter shall authorize such financial advisory firm to
communicate directly with the Lenders upon request of the Administrative Agents
or any Lender).


 


(u)           A new Section 7.19 of
the Credit Agreement is hereby added, as follows:


 


7.19        Control of Accounts.


 


On or before the date 45
days after the Fifth Amendment Effective Date (or such later date as the
Domestic Collateral Agent shall agree in its reasonable discretion), execute
and deliver customary account control agreements, in form and substance
reasonably satisfactory to the applicable Collateral Agent, with respect to all
deposit accounts and all securities accounts of GGC and the other Domestic Loan
Parties, it being understood that nothing in this Section 7.19 shall limit
or otherwise affect the obligations of GGC and the other Domestic Loan Parties
pursuant to Section 5(e) of the Domestic Security Agreement.


 


(v)           A new Section 7.20 of
the Credit Agreement is hereby added, as follows:


 


7.20        Field Work with Respect to
Receivables and Inventory.


 


Upon the request of the
Administrative Agent (it being understood and agreed that the Administrative
Agent shall not make any such request more than once per fiscal year unless an
Event of Default exists, in which case the Administrative Agent may make as
many such requests as it deems necessary), permit the Administrative Agent or
professionals (including without limitation, 


 


6

















 


internal
and third party consultants, accountants and appraisers) retained by the
Administrative Agent or its professionals, at GGC’s expense, to update the
evaluations and appraisals of the accounts receivable and inventory of GGC and
its Subsidiaries that were completed prior to the Fifth Amendment Effective
Date.


 


(w)          A new Section 7.21 of
the Credit Agreement is hereby added, as follows:


 


7.21        Agent or Advisor with
Respect to Exchange Offer.


 


On or before the date 15
days after the Fifth Amendment Effective Date, retain a financial advisor,
dealer manager and/or exchange agent of national standing reasonably
satisfactory to the Administrative Agents to assist GGC in its efforts to structure
and complete an Exchange Offer.


 


(x)            Section 8.01 of the
Credit Agreement is hereby amended by (i) deleting “and” at the end of
clause (t), (ii) replacing “.” with “;” at the end of clause (u) and (iii) inserting
new clauses (v) and (w) at the end thereof, as follows:


 


(v)           Liens on the Domestic
Collateral securing Indebtedness permitted under Section 8.03(p); provided
that such Liens shall be subordinated to the Liens securing the Obligations
pursuant to the Intercreditor Agreement; and


 


(w)          Liens on cash collateral
securing the obligations of any Defaulting Lender pursuant to any Letter of
Credit.


 


(y)           Section 8.02(j) of
the Credit Agreement is hereby amended by replacing “$25,000,000” with “$17,000,000”.


 


(z)            Section 8.03(f) of
the Credit Agreement is hereby amended by inserting the following proviso at
the end thereof:


 


; provided that such
amount shall be reduced by the aggregate principal amount of 2003 Senior Notes
that are exchanged for Exchange Obligations;


 


(aa)         Section 8.03(g) of
the Credit Agreement is hereby amended by inserting the following proviso at
the end thereof:


 


; provided that such
amount shall be reduced by the aggregate principal amount of 2006 Senior Notes
that are exchanged for Exchange Obligations;


 


(bb)         Section 8.03(h) of
the Credit Agreement is hereby amended by inserting the following proviso at
the end thereof:


 


; provided that such
amount shall be reduced by the aggregate principal amount of 2006 Senior
Subordinated Notes that are exchanged for Exchange Obligations;


 


(cc)         Section 8.03(i) of
the Credit Agreement is hereby amended to read in its entirety, as follows:


 


7

















 


(i)            non-recourse Indebtedness
and other obligations of GGC and its Subsidiaries in connection with any Securitization
Transaction; provided that (x) the aggregate principal amount for
all such Securitization Transactions entered into by GGC and its Subsidiaries
at any one time outstanding shall not exceed $200,000,000 and (y) substantially
all of the proceeds of any such non-recourse Indebtedness are used by the
applicable SPV to purchase the assets securing such Indebtedness;


 


(dd)         Section 8.03 of the
Credit Agreement is hereby further amended by:


 


(i)     inserting “or
any Exchange Obligations issued in exchange therefor (to the extent such
Exchange Obligations are subordinated)” after “2006 Senior Subordinated Notes”
in clause (l);


 


(ii)    inserting “and
(p)” after “(a) through (k)” in clause (l);


 


(iii)   replacing “5.0%
of Consolidated Net Worth; and” with “$10,000,000;” in clause (n);


 


(iv)   replacing “.”
with “; and” at the end of clause (o); and


 


(v)    inserting a new
clause (p) at the end thereof, as follows:


 


                (p)           Indebtedness consisting of Exchange Obligations.


 


(ee)         Section 8.05 of the
Credit Agreement is hereby amended by


 


(i)     replacing “and”
with “,” at the end of clause (c);


 


(ii)    inserting a new
clause (d) immediately after clause (c) to read as follows: “(d) the
sale of accounts receivable and related rights pursuant to a permitted
Securitization Transaction and”; and


 


(iii)   redesignating
clause (d) as clause (e);


 


(iv)   in the
re-designated clause (e) and deleting “(A)”, deleting “and (B) the
sale of accounts receivable pursuant to a permitted Securitization Transaction”;
and


 


(v)    in the
re-designated clause (e), replacing “this clause (d)” with “this
clause (e)”.


 


(ff)           Section 8.06
of the Credit Agreement is hereby amended by


 


(i)     replacing “$5,000,000”
with “$2,500,000” in clause (d); and


 


(ii)    inserting the
following proviso at the end of clause (e):


 


; provided that no
Restricted Payments shall be permitted to be made pursuant to this Section 8.06(e) on
or after the Fifth Amendment Effective Date.


 


(gg)         Clause (vi) of
Section 8.09(a) of the Credit Agreement is hereby amended by (i) replacing
“or” with “,” at the end of subclause (G), (ii) replacing “.” with “or”
at the end of 


 


8

















 


subclause (H) and (iii) inserting a new
subclause (I) immediately after subclause (H) to read as
follows:


 


(I)  the documents
governing the Exchange Obligations.


 


(hh)         Section 8.09(b) of
the Credit Agreement is hereby amended by (i) replacing “and” with “,” at
the end of clause (viii), (ii) replacing “.” with “ and” at the end of
clause (ix) and (iii) inserting a new clause (x) immediately
after clause (ix) to read as follows:


 


(x)  the documents
governing the Exchange Obligations.


 


(ii)           Section 8.11 is hereby
amended to read as follows:


 


8.11        Financial Covenants.


 


(a)           Consolidated Interest
Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of GGC
to be less than the ratio set forth opposite such fiscal quarter below:


 


	
   

  	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Interest

  Coverage Ratio

  	
   

  
	
   

  	
  March 31,
  2009

  	
   

  	
  1.30:1.0

  	
   

  
	
   

  	
  June 30,
  2009

  	
   

  	
  1.00:1.0

  	
   

  
	
   

  	
  September 30,
  2009

  	
   

  	
  1.10:1.0

  	
   

  
	
   

  	
  December 31,
  2009

  	
   

  	
  1.15:1.0

  	
   

  
	
   

  	
  March 31,
  2010 and thereafter

  	
   

  	
  3.00:1.0

  	
   

  



 


(b)           Consolidated Leverage Ratio.  Permit
the Consolidated Leverage Ratio as of the end of any fiscal quarter of GGC to
be greater than the ratio set forth opposite such fiscal quarter below:


 


	
   

  	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Leverage Ratio

  	
   

  
	
   

  	
  March 31,
  2009

  	
   

  	
  8.25:1.0

  	
   

  
	
   

  	
  June 30,
  2009

  	
   

  	
  10.30:1.0

  	
   

  
	
   

  	
  September 30,
  2009

  	
   

  	
  9.25:1.0

  	
   

  
	
   

  	
  December 31,
  2009

  	
   

  	
  8.75:1.0

  	
   

  
	
   

  	
  March 31,
  2010 and thereafter

  	
   

  	
  3.50:1.0

  	
   

  



 


(c)           Consolidated EBITDA.  Permit Consolidated EBITDA for each of the
four consecutive fiscal quarter periods ending on the dates set forth in the
table below to be less than the amount specified for such four consecutive
fiscal quarter period:


 


	
   

  	
  Four Consecutive Fiscal Quarter Period

  Ending

  	
   

  	
  Consolidated EBITDA

  	
   

  
	
   

  	
  March 31,
  2009

  	
   

  	
  $179,000,000

  	
   

  
	
   

  	
  June 30,
  2009

  	
   

  	
  $140,000,000

  	
   

  
	
   

  	
  September 30,
  2009

  	
   

  	
  $161,000,000

  	
   

  
	
   

  	
  December 31,
  2009

  	
   

  	
  $167,000,000

  	
   

  



 


(jj)           Section 8.12(a) of
the Credit Agreement is hereby amended by inserting “documents governing
Exchange Obligations,” immediately after “the 2006 Senior Subordinated Notes
Documents”.


 


9

















 


(kk)         Section 8.12(b) of
the Credit Agreement is hereby amended by inserting “Exchange Obligations,”
immediately after “the 2006 Senior Subordinated Notes”.


 


(ll)           The proviso to Section 8.12(b) of
the Credit Agreement is hereby amended to read in its entirety as follows:


 


; provided, that
nothing in this Section 8.12(b) shall prohibit GGC or any of its
Subsidiaries from (x) paying the Consent Fee (as defined in and as
contemplated by the Settlement Agreement) to holders of the 2003 Notes, in an
aggregate amount not to exceed $1,500,000, (y) entering into the Fourth
Supplemental Indenture or (z) issuing or incurring Exchange Obligations.


 


(mm)       Section 8.15 of the
Credit Agreement is hereby amended to read as follows:


 


8.15        Capital Expenditures.


 


(a)           Permit Consolidated Capital
Expenditures during any fiscal year to exceed an amount equal to the amount set
forth opposite such fiscal year below:


 


	
   

  	
  Fiscal Year

  	
   

  	
  Consolidated Capital

  Expenditures

  	
   

  
	
   

  	
  2009

  	
   

  	
  $35,000,000

  	
   

  
	
   

  	
  2010

  	
   

  	
  $55,000,000

  	
   

  
	
   

  	
  2011
  and thereafter

  	
   

  	
  $135,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)           Permit Consolidated
  Capital Expenditures during any fiscal quarter set forth below to exceed an
  amount equal to the amount set forth opposite such fiscal quarter below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Capital

  Expenditures

  	
   

  
	
   

  	
  March 31,
  2009

  	
   

  	
  $15,000,000

  	
   

  
	
   

  	
  June 30,
  2009

  	
   

  	
  $11,000,000

  	
   

  
	
   

  	
  September 30,
  2009

  	
   

  	
  $6,000,000

  	
   

  
	
   

  	
  December 31,
  2009

  	
   

  	
  $3,000,000

  	
   

  
	
   

  	
  March 31,
  2010

  	
   

  	
  $15,000,000

  	
   

  
						



 


; provided, however,
that so long as no Default has occurred and is continuing or would result from
such expenditure, any portion of any amount set forth in the table above in
this clause (b), if not expended in the fiscal quarter for which it is
permitted above, may be carried over for expenditure in the next following
fiscal quarter (any such carried over amount, an “Unused Capex Amount”);
and provided, further, that any Unused Capex Amount (x) shall
be deemed used before the amount set forth in the table above opposite such
next following fiscal quarter has been used and (y) shall not be carried
over into any subsequent fiscal quarters (it being understood that any Unused
Capex Amount for the fiscal quarter ending December 31, 2008 may be
carried over for expenditure in the fiscal quarter ending March 31, 2009
in accordance with this Section 8.15(b)).


 


(nn)         Section 9.01(b) of
the Credit Agreement is hereby amended by inserting “7.10(d),”
immediately after “7.10(a)”.


 


10














 


(oo)         Section 9.01(g) of
the Credit Agreement is hereby amended by replacing each reference to “sixty
(60) calendar days” with “forty-five (45) calendar days”.


 


(pp)         Section 9.01(h) of
the Credit Agreement is hereby amended by replacing “sixty (60) calendar
days” with “forty-five (45) calendar days”.


 


(qq)         Section 9.01(i)(ii) of
the Credit Agreement is hereby amended by replacing “sixty (60) calendar
days” with “forty-five (45) calendar days”.


 


(rr)           Section 9.01 of the
Credit Agreement is hereby further amended by (i) replacing “.” with “; or”
at the end of clause (q) and (ii) inserting a new clause (r) as
follows:


 


(r)            Exchange Obligations.  There shall occur an “Event of Default” (or
any comparable term) under, and as defined in, the documents governing the
Exchange Obligations.


 


(ss)         Section 10.01(a) of
the Credit Agreement is hereby amended by inserting the following sentence at
the end thereof:


 


Without limiting the
generality of the foregoing, each of the Lenders and the L/C Issuers hereby
irrevocably appoints the Domestic Administrative Agent to act as its agent
under the Intercreditor Agreement and authorizes the Domestic Administrative
Agent to execute the Intercreditor Agreement on its behalf.


 


(tt)           Section 11.01(i) of
the Credit Agreement is hereby amended by inserting “, (b)(i)(C)”
immediately after “2.05(b)(i)(A)”.


 


(uu)         Section 11.01(j) of
the Credit Agreement is hereby amended by inserting “, (b)(i)(C)”
immediately after “2.05(b)(i)(B)”.


 


(vv)         Section 11.04(a) of
the Credit Agreement is hereby amended by inserting “(whether or not a Default
or Event of Default has occurred or is continuing)” at the end thereof.


 


Section 2.               Conditions Precedent.  This Amendment shall be effective upon
satisfaction of the following conditions precedent (the date on which such
conditions have been satisfied, the “Amendment Effective Date”):


 


(a)           Receipt by the Domestic
Administrative Agent of counterparts of this Amendment duly executed by the
Borrowers, the Guarantors, the Required Lenders, the Required Domestic Revolving
Lenders, the Required Canadian Revolving Lenders, each Domestic L/C Issuer and
Bank of America, N.A., as Administrative Agent;


 


(b)           Receipt by the Domestic
Administrative Agent (i) for the account of (x) each Lender that
has the right under the Credit Agreement to approve this Amendment and that has
executed this Amendment on or prior to 2:00 p.m., New York City time, on March 16,
2009 and (y) each other Lender that has not been given the opportunity to
access this Amendment and consent thereto (each of the Lenders described in the
foregoing clauses (x) and (y) a “Consenting Lender”), a fee
equal to 1.00% of the aggregate amount of each such Consenting Lender’s (A) Canadian
Revolving Commitment, (B) Canadian Swing Line Commitment, (C) Domestic
Revolving Commitment and (D) portion of the Term Loan outstanding and (ii) any
fees and 


 


11

















 


expenses of the Administrative Agents (including
reasonable attorneys’ fees of the Administrative Agents) in connection with the
Loan Documents;


 


(c)           Receipt by BAS of all fees,
expenses and other amounts that have become due and payable to BAS, in its
capacity as arranger of the Amendment, on or prior to the Amendment Effective
Date pursuant to that certain letter agreement dated as of March 9, 2009
between GGC and BAS;


 


(d)           Receipt by any
Administrative Agent of such other documents, instruments, agreements and
information as reasonably requested by such Administrative Agent; and


 


(e)           GGC’s new U.S. and Canadian
accounts receivable securitization facility shall have become effective (or
shall become effective substantially simultaneously with the effectiveness of
this Amendment).


 


Section 3.               Release.


 


(a)           Each Loan Party and its
respective successors, assigns and legal representatives (collectively, the “Releasors”),
releases, acquits and forever discharges each Administrative Agent and each
Lender (collectively, the “Lender Parties”), and their respective
subsidiaries, parents, affiliates, officers, directors, employees, agents,
attorneys, advisors, successors and assigns, both present and former
(collectively, the “Lender Party Affiliates”), from any and all manner
of losses, costs, defenses, damages, liabilities, deficiencies, actions, causes
of action, suits, debts, controversies, damages, judgments, executions, claims,
demands and out-of-pocket expenses whatsoever, asserted or unasserted, known or
unknown, foreseen or unforeseen, in contract, tort, law or equity (generically,
“Claims”), that any Releasor has or may have against any of the Lender
Parties and/or the Lender Party Affiliates by reason of any action, failure to
act, event, statement, accusation, assertion, matter or thing whatsoever
arising from or based on facts occurring prior to the Amendment Effective Date
that arises out of or is connected to the Loan Documents, the Loans and the
Letters of Credit, including but not limited to any Claims or defense that
relates to, in whole or in part, directly or indirectly: (i) the Credit
Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the
making of any Loans or issuance of Letters of Credit under the Loan Documents; (iii) any
actual or proposed use by the Loan Parties of the proceeds of the Loans or
Letters of Credit; (iv) any actions or omissions of any Lender Party or
Lender Party Affiliate in connection with the initiation or continuing exercise
of any right or remedy contained in the Loan Documents at law or in equity; (v) the
making or administration of the Loans, including without limitation, any such
claims and defenses based on fraud, mistake, duress, usury or
misrepresentation, or any other claim based on so-called “lender liability
theories”; (vi) any covenants, agreements, duties or obligations set forth
in the Loan Documents; (vii) lost profits, (viii) loss of business
opportunity, (ix) increased financing costs, (x) increased legal or
other administrative fees or (xi) damages to business reputation.


 


(b)           Each Loan Party, on behalf
of itself and its successors, assigns, and other legal representatives, hereby
unconditionally and irrevocably agrees that it will not sue any Lender Party or
Lender Party Affiliate on the basis of any Claim released, remised and
discharged by such Loan Party pursuant to this Section 3.  If any Loan Party or any of their respective
successors, assigns or other legal representatives violates the foregoing
covenant, each Loan Party, for itself and its successors, assigns and legal
representatives, agrees to pay, in addition to such other damages as any Lender
Party or Lender Party Affiliate may sustain as a result of such 


 


12

















 


violation, all reasonable and documented attorneys’
fees and costs incurred by any Lender Party or Lender Party Affiliate as a result
of such violation.


 


Section 4.               Miscellaneous.


 


(a)           The Borrowers will, not
later than 30 days after the Fifth Amendment Effective Date, deliver to the
Administrative Agent:


 


(i)            a legal organization chart
for GGC and its Subsidiaries, as of the Fifth Amendment Effective Date;


 


(ii)           a schedule setting forth
each Subsidiary of GGC, including its jurisdiction of formation and the number
and percentage of each class of Equity Interests of each such Subsidiary owned
directly or indirectly by GGC or any Subsidiary, as of the Fifth Amendment
Effective Date;


 


(iii)          a schedule setting forth all
real property locations owned or leased by the Loan Parties located in the
United States and Canada as of the Fifth Amendment Effective Date;


 


(iv)          a schedule setting forth all
locations in the United States and Canada where tangible personal property is
held as of the Fifth Amendment Effective Date;


 


(v)           a schedule setting forth all
material IP Rights registered or pending registration in the United States
Copyright Office, the United States Patent and Trademark Office or the Canadian
Intellectual Property Office and owned by each Loan Party as of the Fifth
Amendment Effective Date; and


 


(vi)          a schedule setting forth all
commercial tort claims held by each Loan Party as of the Fifth Amendment
Effective Date.


 


(b)           This Amendment shall
constitute a Loan Document for purposes of Section 9.01(d) of the
Credit Agreement.


 


(c)           The Credit Agreement, and
the obligations of the Loan Parties thereunder and under the other Loan Documents,
are hereby ratified and confirmed and shall remain in full force and effect
according to their terms.


 


(d)           Each Guarantor (a) acknowledges
and consents to all of the terms and conditions of this Amendment, (b) affirms
all of its obligations under the Loan Documents and (c) agrees that this
Amendment and all documents executed in connection herewith do not operate to
reduce or discharge its obligations under the Credit Agreement or the Loan
Documents.


 


(e)           The Borrowers and the
Guarantors hereby represent and warrant as follows:


 


(i)            Each Loan Party has taken
all necessary action to authorize the execution, delivery and performance of
this Amendment.


 


(ii)           This Amendment has been duly
executed and delivered by the Loan Parties and constitutes each of the Loan
Parties’ legal, valid and binding obligations, enforceable in accordance with
its terms, except as such enforceability may be limited by 


 


13

















 


Debtor Relief Laws and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


(iii)          No consent, approval,
authorization or order of, or filing, registration or qualification with, any
court or governmental authority or third party is required in connection with
the execution, delivery or performance by any Loan Party of this Amendment.


 


(f)            The Loan Parties represent
and warrant to the Lenders that (i) the representations and warranties of
the Loan Parties set forth in Article VI of the Credit Agreement and in
each other Loan Document are true and correct in all material respects as of
the date hereof and will be true and correct in all material respects as of the
Amendment Effective Date with the same effect as if made on and as of such
dates, except to the extent such representations and warranties expressly
relate solely to an earlier date and (ii) no event has occurred and is
continuing which constitutes a Default or an Event of Default.


 


(g)           Without prejudice to the
amendment to the Credit Agreement to be effected pursuant to Section 1(t) or
to the rights of the Domestic Collateral Agent pursuant to Section 5(e) of
the Domestic Security Agreement, the effectiveness of this Amendment shall
constitute a request by the Domestic Collateral Agent, pursuant to Section 5(e) of
the Domestic Security Agreement, that the Domestic Loan Parties take such
actions as are required for the purpose of causing the Domestic Collateral
Agent to obtain control, within the meaning of the Uniform Commercial Code, of
the Deposit Accounts and the Securities Accounts of the Domestic Loan Parties.


 


(h)           Each Loan Party hereby
ratifies and confirms the security interest in and to all Collateral granted to
the Collateral Agent pursuant to the Collateral Documents and the perfected,
first priority status of such security interest as set forth therein (subject
only to liens which are permitted by the terms of the Loan Documents to be
prior to the Lien of the Collateral Agent).


 


(i)            This Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the
same instrument.  Delivery of an executed
counterpart of this Amendment by telecopy shall be effective as an original and
shall constitute a representation that an executed original shall be delivered.


 


(j)            THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


[remainder of page intentionally left blank]


 


14

















 


Each
of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.


 


	
  BORROWERS:

  	
  GEORGIA GULF CORPORATION,

  
	
   

  	
  a
  Delaware corporation, as a Borrower and, with

  
	
   

  	
  respect
  to the Canadian Obligations, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL GROUP, INC. (formerly known as ROYAL GROUP
  TECHNOLOGIES LIMITED),

  
	
   

  	
  a
  Canadian federal corporation, as a Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 

















 


	
  DOMESTIC GUARANTORS:

  	
   

  
	
   

  	
   

  
	
   

  	
  GEORGIA GULF CHEMICALS &
  VINYLS, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEORGIA GULF LAKE CHARLES, LLC, a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT RIVER OIL & GAS
  CORPORATION, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROME DELAWARE CORP., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL PLASTICS GROUP (U.S.A.)
  LIMITED, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLASTIC TRENDS, INC., a Michigan
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  ROYAL OUTDOOR PRODUCTS, INC., an Indiana
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ROYAL WINDOW AND DOOR PROFILES
  PLANT 12 INC., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ROYAL WINDOW AND DOOR PROFILES
  PLANT 13 INC., a Pennsylvania corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ROYAL WINDOW AND DOOR PROFILES
  PLANT 14 INC., a Washington corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ROYAL WINDOW COVERINGS (USA) L.P., a Texas
  limited partnership

  
	
   

  	
   

  
	
   

  	
  By: NOVO
  MANAGEMENT, INC.,

  
	
   

  	
  a Nevada corporation, its Managing Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ROYAL MOULDINGS LIMITED, a Nevada
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
  CANADIAN GUARANTORS:

  	
   

  
	
   

  	
   

  
	
   

  	
  ROME ACQUISITION HOLDING CORP., a Nova
  Scotia unlimited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Thompson

  
	
   

  	
  Name: 

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  6632149 CANADA INC.,

  
	
   

  	
  a Canadian federal corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name: 

  	
  Gregory
  Thompson

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
  DOMESTIC

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  as
  Domestic Administrative Agent and Domestic Collateral Agent 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin
  M. Behan

  
	
   

  	
  Name: 

  	
  Kevin
  M. Behan

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
  CANADIAN

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  acting through its Canada branch, as Canadian
  Administrative Agent and Canadian Collateral Agent 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Medina
  Sales de Andrade

  
	
   

  	
  Name: 

  	
  Medina
  Sales de Andrade

  
	
   

  	
  Title:

  	
  Vice
  President

  



 














 


	
  LENDERS

  	
   

  	
   

  
	
  AND L/C
  ISSUERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO
  BANK, N.V.

  	
   

  	
  AMERIPRISE
  CERTIFICATE COMPANY 

  
	
  as a Canadian Revolving
  Lender

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David W. Stack

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  David W. Stack

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title: 

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Neil J. Bivona

  	
   

  	
   

  
	
  Name:

  	
  Neil J. Bivona

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMMC CLO
  III, LIMITED

  	
   

  	
  AMMC CLO
  IV, LIMITED

  
	
  By:
  American Money Management Corp.,

  as Collateral Manager as a Lender

  	
   

  	
  By:
  American Money Management Corp., as

  Collateral Manager as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David P. Meyer

  	
   

  	
  By:

  	
  /s/ David P. Meyer

  
	
  Name:

  	
  David P. Meyer

  	
   

  	
  Name:

  	
  David P. Meyer

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  AMMC CLO
  VI, LIMITED

  	
   

  	
  AMMC VII,
  LIMITED

  
	
  By:
  American Money Management Corp.,

  as Collateral Manager as a Lender

  	
   

  	
  By:
  American Money Management Corp., as

  Collateral Manager as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David P. Meyer

  	
   

  	
  By:

  	
  /s/ David P. Meyer

  
	
  Name:

  	
  David P. Meyer

  	
   

  	
  Name:

  	
  David P. Meyer

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  AMMC
  VIII, LIMITED

  	
   

  	
  AIG
  ANNUNITY INSURANCE COMPANY

  
	
  By:
  American Money Management Corp.,

  as Collateral Manager as a Lender

  	
   

  	
  By: AIG
  GLOBAL INVESTMENT CORP.,

  Its Investment Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David P. Meyer

  	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
  Name:

  	
  David P. Meyer

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
  AIG-BANK
  LOAN FUND LTD,

  	
   

  	
  GALAXY X
  CLO, LTD

  
	
  By: AIG
  GLOBAL INVESTMENT CORP.,

  Its Investment Manager

  	
   

  	
  By: AIG
  GLOBAL INVESTMENT CORP.,

  Its Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Steven S. Oh

  	
   

  	
  By:

  	
  /s/ Steven S. Oh

  
	
  Name:

  	
  Steven S. Oh

  	
   

  	
  Name:

  	
  Steven S. Oh

  
	
  Title:

  	
  Managing Director

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
  SUNAMERICA
  SENIOR FLOATING

  RATE FUND, INC.

  By: AIG GLOBAL INVESTMENT CORP.,

  Investment Sub-Advisor

  	
   

  	
  THE
  ASSETS MANAGEMENT

  COMMITTEE OF THE COCA-COLA

  COMPANY MASTER RETIREMENT

  TRUST, BY: PYRAMIS GLOBAL

  
	
   

  	
   

  	
  ADVISORS
  TRUST COMPANY, AS

  
	
  By:

  	
  /s/ Steven S. Oh

  	
   

  	
  INVESTMENT
  MANAGER UNDER

  
	
  Name:

  	
  Steven S. Oh

  	
   

  	
  POWER OF
  ATTORNEY as a
  Lender

  
	
  Title:

  	
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dave Censorio

  
	
   

  	
   

  	
  Name:

  	
  Dave Censorio

  
	
   

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  
	
  ARIZONA
  STATE RETIREMENT

  SYSTEM, BY: PYRAMIS GLOBAL

  	
   

  	
  BANK OF
  AMERICA, N.A.

  as Lender and Domestic / Canadian L/C Issuer

  
	
  ADVISORS
  TRUST COMPANY, AS

  	
   

  	
   

  
	
  INVESTMENT
  MANAGER UNDER

  	
   

  	
  By:

  	
  /s/ Kevin M. Behan

  
	
  POWER OF
  ATTORNEY as a
  Lender

  	
   

  	
  Name:

  	
  Kevin M. Behan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
  By:

  	
  /s/ Dave Censorio

  	
   

  	
   

  
	
  Name:

  	
  Dave Censorio

  	
   

  	
   

  
	
  Title:

  	
  VP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK
  OF NOVA SCOTIA as
  a Lender 

  	
   

  	
  LENDER as a Lender and a Canadian L/C Issuer

  
	
  and a Canadian L/C Issuer

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Medina Sales de Andrade

  
	
  By:

  	
  /s/ Kathryn Kiplinger

  	
   

  	
  Name:

  	
  Medina Sales de Andrade

  
	
  Kathryn Kiplinger

  	
   

  	
  Title:

  	
  Vice President

  
	
  Co-Head, US Corporate
  Banking & Head,

  	
   

  	
   

  
	
  Risk Assessment &
  Execution

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF
  TOKYO-MITSUBISHI UFJ

  	
   

  	
  BACCHUS
  (US) 2006-1, LTD.
  as a Lender

  
	
  TRUST
  COMPANY as a
  Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David Snyder

  
	
  By:

  	
  /s/ David Noda

  	
   

  	
  Name:

  	
  David Snyder

  
	
  Name:

  	
  David Noda

  	
   

  	
  Title:

  	
  President

  
	
  Title:

  	
  Vice President and Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BABSON
  CLO LTD. 2004-I

  	
   

  	
  BALTIC
  FUNDING LLC as
  a Lender

  
	
  BABSON
  CLO LTD. 2005-I

  	
   

  	
   

  
	
  BABSON
  CLO LTD. 2005-II

  	
   

  	
  By:

  	
  /s/ Tara E. Kenny

  
	
  BABSON
  CLO LTD. 2005-III

  	
   

  	
  Name:

  	
  Tara E. Kenny

  
	
  BABSON
  CLO LTD. 2006-II

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
  BABSON
  CLO LTD. 2007-I

  	
   

  	
   

  
	
  SAPPHIRE
  VALLEY CDO I, LTD.

  	
   

  	
   

  
	
  SUFFIELD
  CLO, LIMITED as
  Lenders

  	
   

  	
   

  
	
  By: Babson Capital
  Management LLC as

  	
   

  	
  BARCLAYS
  BANK PLC as a
  Lender

  
	
  Collateral Manager

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/  Maria Lund

  
	
  By:

  	
  /s/ Geoffrey Takacs

  	
   

  	
  Name:

  	
  Maria Lund

  
	
  Name:

  	
  Geoffrey Takacs

  	
   

  	
  Title:

  	
  Vice President

  
	
  Title:

  	
  Director

  	
   

  	
   

  



 

















 


	
  MAPLEWOOD
  (CAYMAN) LIMITED
  as a 

  	
   

  	
  BASSO
  MULTI-STRATEGY HOLDING 

  
	
  Lender

  	
   

  	
  FUND LTD. as a Lender

  
	
   

  	
   

  	
   

  
	
  By: Babson Capital
  Management LLC as 

  	
   

  	
  By:

  	
  /s/ John Lepore

  
	
  Investment Manager

  	
   

  	
  Name:

  	
  John Lepore

  
	
   

  	
   

  	
  Title:

  	
  Authorized signatory

  
	
  By:

  	
  /s/ Geoffrey Takacs

  	
   

  	
   

  
	
  Name:

  	
  Geoffrey Takacs

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  	
  BLACK
  DIAMOND CLO 2005-2 Ltd.

  
	
   

  	
   

  	
  By: Black
  Diamond CLO 2005-2 Adviser, 

  
	
  JFIN CLO
  2007 LTD. as a
  Lender

  	
   

  	
  L.L.C.,
  As its Collateral Manager

  
	
  By: Jefferies Finance LLC
  as Collateral 

  	
   

  	
   

  
	
  Manager

  	
   

  	
  By:

  	
  /s/ Stephen H. Deckoff

  
	
   

  	
   

  	
  Name:

  	
  Stephen H. Deckoff

  
	
  By:

  	
  /s/ Andrew Lennon

  	
   

  	
  Title:

  	
  Managing Principal

  
	
  Name:

  	
  Andrew Lennon

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CENTURION
  CDO VI, LTD.

  	
   

  	
  CENTURION
  CDO VII, LIMITED

  
	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  	
   

  	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Director of Operations

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  
	
  CENTURION
  CDO 8, LIMITED

  	
   

  	
  CENTURION
  CDO 9, LTD.

  
	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  	
   

  	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Director of Operations

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  
	
  CENT CDO
  10, LTD.

  	
   

  	
  CENT CDO
  XI, LIMITED

  
	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  	
   

  	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Director of Operations

  	
   

  	
  Title:

  	
  Director of Operations

  



 

















 


	
  CENT CDO
  12 LIMITED

  	
   

  	
  CENT CDO
  14 LIMITED

  
	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  	
   

  	
  By:
  RiverSource Investments, LLC as

  Collateral Manager
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Director of Operations

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  
	
  CENT CDO
  15 LIMITED

  	
   

  	
  CITIBANK
  N.A. as a
  Lender

  
	
  By:
  RiverSource Investments, LLC as

  	
   

  	
   

  
	
  Collateral
  Manager as a
  Lender

  	
   

  	
  By:

  	
  /s/ Brian Blessing

  
	
   

  	
   

  	
  Name:

  	
  Brian Blessing

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  Title:

  	
  Attorney-In-Fact

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
   

  
	
  Title:

  	
  Director of Operations

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COA CLO
  FINANCING LTD,

  	
   

  	
  COMMONWEALTH
  OF 

  
	
  By: FS
  COA Management, LLC, as 

  	
   

  	
  MASSACHUSETTS
  PENSION RESERVES 

  
	
  Portfolio
  Manager as a
  Lender

  	
   

  	
  INVESTMENT
  MANAGEMENT BOARD, 

  
	
   

  	
   

  	
  BY:
  PYRAMIS GLOBAL ADVISORS 

  
	
  By:

  	
  /s/ John W. Fraser

  	
   

  	
  TRUST
  COMPANY, AS INVESTMENT 

  
	
  Name:

  	
  John W. Fraser

  	
   

  	
  MANAGER
  UNDER POWER OF 

  
	
  Title:

  	
  Manager

  	
   

  	
  ATTORNEY as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dave Censorio

  
	
   

  	
   

  	
  Name:

  	
  Dave Censorio

  
	
   

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  
	
  CONTINENTAL
  CASUALTY COMPANY 

  	
   

  	
  DENARIUS
  FUNDING, as a
  Lender

  
	
  as a Lender

  	
   

  	
  By: The Royal Bank of
  Scotland plc, As 

  
	
   

  	
   

  	
  Attorney-in-Fact

  
	
  By:

  	
  /s/ Marilou R. McGirr

  	
   

  	
  By: Greenwich Capital
  Markets, Inc., As its 

  
	
  Name:

  	
  Marlilou R. McGirr

  	
   

  	
  agent

  
	
  Title:

  	
  Vice President and
  Assistant Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin Q. Stuebe

  
	
   

  	
   

  	
  Name:

  	
  Kevin Q. Stuebe

  
	
   

  	
   

  	
  Title:

  	
  V.P.

  
	
   

  	
   

  	
   

  
	
  DENARIUS
  FUNDING II, as
  a Lender

  By: The Royal Bank of Scotland plc As 

  	
   

  	
  FIDELITY
  CENTRAL INVESTMENT

  PORTFOLIOS LLC: FIDELITY HIGH 

  
	
  Attorney-in-Fact

  	
   

  	
  INCOME
  CENTRAL FUND 2
  as a Lender

  
	
  By: Greenwich Capital
  Markets, Inc., Its agent

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
  By:

  	
  /s/ Kevin Q. Stuebe

  	
   

  	
  Name:

  	
  Gary Ryan

  
	
  Name:

  	
  Kevin Q. Stuebe

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
  Title:

  	
  V.P.

  	
   

  	
   

  



 

















 


	
  FIDELITY
  SUMMER STREET TRUST: 

  FIDELITY HIGH INCOME FUND as a

  Lender

  	
   

  	
  FIDELITY SECURITIES
  FUND: FIDELITY

  LEVERAGED COMPANY STOCK FUND as

  a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gary Ryan

  	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
  Name:

  	
  Gary Ryan

  	
   

  	
  Name:

  	
  Gary Ryan

  
	
  Title:

  	
  Assistant Treasurer

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIDELITY
  ADVISOR SERIES I:

  FIDELITY ADVISOR LEVERAGED

  COMPANY STOCK FUND
  as a Lender

  	
   

  	
  FIDELITY
  ADVISOR SERIES I: FIDELITY

  ADVISOR HIGH INCOME ADVANTAGE

  FUND as a
  Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gary Ryan

  	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
  Name:

  	
  Gary Ryan

  	
   

  	
  Name:

  	
  Gary Ryan

  
	
  Title:

  	
  Assistant Treasurer

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
  THE
  FOOTHILL GROUP, LLC as a Lender

  	
   

  	
  FORTRESS
  CREDIT INVESTMENTS I 

  
	
   

  	
   

  	
  LTD. as a Lender

  
	
  By:

  	
  /s/ Dennis Ascher

  	
   

  	
   

  
	
  Name:

  	
  Dennis Ascher

  	
   

  	
  By:

  	
  /s/ Glenn P. Cummins

  
	
  Title:

  	
  SVP

  	
   

  	
  Name:

  	
  Glenn P. Cummins

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
  FORTRESS
  CREDIT INVESTMENTS II

  LTD. as a
  Lender

  	
   

  	
  GALLATIN
  FUNDING I LTD.

  By: Bear Stearns Asset Management Inc. as 

  
	
   

  	
   

  	
  its
  Collateral Manager
  as a Lender

  
	
  By:

  	
  /s/ Glenn P. Cummins

  	
   

  	
   

  
	
  Name:

  	
  Glenn P. Cummins

  	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
  Title:

  	
  Authorized Signatory

  	
   

  	
  Name:

  	
  Justin Driscoll

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing Director

  
	
   

  	
   

  	
   

  
	
  GALLATIN
  CLO II 2005-1 LTD.

  By: Bear Stearns Asset Management Inc. as 

  	
   

  	
  GALLATIN
  CLO III 2007-1 LTD. As

  Assignee

  
	
  its
  Collateral Manager
  as a Lender

  	
   

  	
  By: Bear
  Stearns Asset Management, Inc. as 

  
	
   

  	
   

  	
  its
  Collateral Manager
  as a Lender

  
	
  By:

  	
  /s/ Justin Driscoll

  	
   

  	
   

  
	
  Name:

  	
  Justin Driscoll

  	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
  Title:

  	
  Senior Managing Director

  	
   

  	
  Name:

  	
  Justin Driscoll

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing Director

  
	
   

  	
   

  	
   

  
	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION as
  a Lender

  	
   

  	
  GOLDMAN
  SACHS LENDING PARTNERS

  LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rebecca A. Ford

  	
   

  	
  By:

  	
  /s/ Andrew Caditz

  
	
  Name:

  	
  Rebecca A. Ford

  	
   

  	
  Name:

  	
  Andrew Caditz

  
	
  Title:

  	
  Duly Authorized Signatory

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
  GRAND
  CENTRAL ASSET TRUST, BDC

  SERIES as a
  Lender

  	
   

  	
  GRAND
  CENTRAL ASSET TRUST, REG

  SERIES as a
  Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam Jacobs

  	
   

  	
  By:

  	
  /s/ Adam Jacobs

  
	
  Name:

  	
  Adam Jacobs

  	
   

  	
  Name:

  	
  Adam Jacobs

  
	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
  GRAYSON
  CLO II 2004-1 LTD.

  By: Bear Stearns Asset Management, Inc.,

  	
   

  	
  GULF
  STREAM-SEXTANT CLO 2006-I

  LTD

  
	
  as its
  Collateral Manager as a Lender

  	
   

  	
  By: Gulf
  Stream Asset Management LLC As 

  
	
   

  	
   

  	
  Collateral
  Manager

  
	
  By:

  	
  /s/ Justin Driscoll

  	
   

  	
   

  
	
  Name:

  	
  Justin Driscoll

  	
   

  	
  GULF
  STREAM-RASHINBAN CLO 2006-I 

  
	
  Title:

  	
  Senior Managing Director

  	
   

  	
  LTD

  
	
   

  	
   

  	
  By: Gulf
  Stream Asset Management LLC As

  Collateral Manager (Sumitomo Deal)

  
	
   

  	
   

  	
   

  
	
  HALBIS
  DISTRESSED OPPORTUNITIES 

  	
   

  	
  GULF
  STREAM-SEXTANT CLO 2007-I LTD

  
	
  MASTER
  FUND LTD. as a
  Lender

  	
   

  	
  By: Gulf
  Stream Asset Management LLC As 

  
	
   

  	
   

  	
  Collateral
  Manager

  
	
  By:

  	
  /s/ Peter Sakon

  	
   

  	
   

  
	
  Name:

  	
  Peter Sakon

  	
   

  	
  GULF
  STREAM-COMPASS CLO 2007 LTD

  
	
  Title:

  	
  VP

  	
   

  	
  By: Gulf
  Stream Asset Management LLC As 

  
	
   

  	
   

  	
  Collateral
  Manager

  
	
   

  	
   

  	
   

  
	
  JHYF 1
  LOAN FUNDING LLC
  as a Lender

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam Jacobs

  	
   

  	
  By:

  	
  /s/ Mark Abrahm

  
	
  Name:

  	
  Adam Jacobs

  	
   

  	
  Name:

  	
  Mark Abrahm

  
	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
  Title:

  	
  Head of Trading

  
	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK, N.A.
  as a 

  	
   

  	
  KS
  CAPITAL PARTNERS, L.P. as a Lender

  
	
  Lender and a Domestic L/C Issuer

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jack Swain

  
	
  JPMORGAN
  CHASE BANK, N.A.,

  	
   

  	
  Name:

  	
  Jack Swain

  
	
  TORONTO
  BRANCH as a
  Lender

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stacey Haimes

  	
   

  	
   

  
	
  Name:

  	
  Stacey Haimes

  	
   

  	
  KS
  INTERNATIONAL, INC. as a Lender

  
	
  Title:

  	
  Executive Director

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jack Swain

  
	
   

  	
   

  	
  Name:

  	
  Jack Swain

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  
	
  MALIBU
  CBNA LOAN FUNDING LLC,

  for itself or as agent for MALIBU CFPI 

  	
   

  	
  MERRILL
  LYNCH CAPITAL CANADA

  INC. as a
  Lender

  
	
  LOAN
  FUNDING LLC as
  a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Marcelo Corna

  
	
  By:

  	
  /s/ Adam Jacobs

  	
   

  	
  Name:

  	
  Marcelo Corna

  
	
  Name:

  	
  Adam Jacobs

  	
   

  	
  Title:

  	
  Vice President

  
	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
   

  



 

















 


	
  MERRILL
  LYNCH CAPITAL SERVICES,

  INC. as a
  Lender

  	
   

  	
  MIZUHO
  CORPORATE BANK, LTD. as a

  Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Neyda Darias

  	
   

  	
  By:

  	
  /s/ Leon Mo

  
	
  Name:

  	
  Neyda Darias

  	
   

  	
  Name:

  	
  Leon Mo

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  NAVIGARE
  FUNDING I CLO LTD

  	
   

  	
  NAVIGARE
  FUNDING II CLO LTD

  
	
  By:
  Navigare Partners LLC Its collateral

  manager,  as a Lender

  	
   

  	
  By:
  Navigare Partners LLC, as collateral

  manager,  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joel G. Serebransky

  	
   

  	
  By:

  	
  /s/ Joel G. Serebransky

  
	
  Name:

  	
  Joel G. Serebransky

  	
   

  	
  Name:

  	
  Joel G. Serebransky

  
	
  Title:

  	
  Managing Director

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
  NAVIGARE
  FUNDING III CLO LTD

  	
   

  	
  NUVEEN
  DIVERSIFIED DIVIDEND AND 

  
	
  By:
  Navigare Partners LLC as collateral

  manager,  as a Lender

  	
   

  	
  INCOME
  FUND as a
  Lender

  By: Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joel G. Serebransky

  	
   

  	
   

  
	
  Name:

  	
  Joel G. Serebransky

  	
   

  	
  By:

  	
  /s/ Gunther Stein

  
	
  Title:

  	
  Managing Director

  	
   

  	
  Name:

  	
  Gunther Stein

  
	
   

  	
   

  	
  Title:

  	
  Director of Fixed Income

  
	
   

  	
   

  	
   

  
	
  NUVEEN
  MULTI-STRATEGY INCOME

  AND GROWTH FUND 2
  as a Lender

  	
   

  	
  NUVEEN
  TAX ADVANTAGED TOTAL

  RETURN STRATEGY FUND as a Lender

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
  By:
  Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gunther Stein

  	
   

  	
   

  
	
  Name:

  	
  Gunther Stein

  	
   

  	
  By:

  	
  /s/ Gunther Stein

  
	
  Title:

  	
  Director of Fixed Income

  	
   

  	
  Name:

  	
  Gunther Stein

  
	
   

  	
   

  	
  Title:

  	
  Director of Fixed Income

  
	
   

  	
   

  	
   

  
	
  PPM
  SHADOW CREEK FUNDING LLC as

  a Lender

  	
   

  	
  PRESIDENT &
  FELLOWS OF HARVARD

  COLLEGE

  
	
   

  	
   

  	
  By:
  Regiment Capital Management, LLC its

  
	
  By:

  	
  /s/ Tara E. Kenny

  	
   

  	
  Investment
  Advisor

  
	
  Name:

  	
  Tara E. Kenny

  	
   

  	
  By:
  Regiment Capital Advisors, LP its

  
	
  Title:

  	
  Assistant Vice President

  	
   

  	
  Manager
  and pursuant to delegated authority

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William J. Heffron

  
	
   

  	
   

  	
  Name:

  	
  William J. Heffron

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
  PYRAMIS
  HIGH YIELD FUND, LLC, BY:

  PYRAMIS GLOBAL ADVISORS TRUST

  COMPANY, AS INVESTMENT

  MANAGER UNDER POWER OF

  ATTORNEY as a
  Lender

  	
   

  	
  REGIMENT
  CAPITAL, LTD.

  By: Regiment Capital Advisors, L.P. its

  Managing Member

  By: Regiment Capital Advisors, LLC its 

  General Partner

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dave Censorio

  	
   

  	
  By:

  	
  /s/ William J. Heffron

  
	
  Name:

  	
  Dave Censorio

  	
   

  	
  Name:

  	
  William J. Heffron

  
	
  Title:

  	
  VP

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
  RIVERSOURCE
  LIFE INSURANCE

  COMPANY as a
  Lender

  	
   

  	
  RIVERSOURCE
  STRATEGIC

  ALLOCATION SERIES, INC. —

  
	
   

  	
   

  	
  RIVERSOURCE
  STRATEGIC INCOME

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  ALLOCATION
  FUND as a
  Lender

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
   

  
	
  Title:

  	
  Assistant Vice President

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
  SANKATY
  ADVISORS, LLC, as Collateral

  Manager for Castle Hill I — INGOTS, Ltd.,

  as Term Lender
  as a Lender

  	
   

  	
  SANKATY
  ADVISORS, LLC, as Collateral

  Manager for Castle Hill III CLO. Limited, as

  Term Lender as
  a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Alan K. Halfenger

  	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
  Name:

  	
  Alan K. Halfenger

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  
	
  Title:

  	
  Chief Compliance Officer

  Assistant Secretary

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
  SANKATY
  ADVISORS, LLC, as Collateral

  Manager for Loan Funding XI LLC, as

  	
   

  	
  KATONAH
  III, LTD. by Sankaty Advisors LLC as Sub-Advisors as a Lender

  
	
  Term
  Lender as a
  Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
  By:

  	
  /s/ Alan K. Halfenger

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  
	
  Name:

  	
  Alan K. Halfenger

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  
	
  Title:

  	
  Chief Compliance Officer

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
  Assistant Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KATONAH
  IV, LTD.

  by Sankaty Advisors, LLC as Sub-Advisors 

  	
   

  	
  SANKATY
  ADVISORS, LLC as Collateral

  Manager for Race Point CLO, Limited, as 

  
	
  as a Lender

  	
   

  	
  Term
  Lender as a
  Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Alan K. Halfenger

  	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
  Name:

  	
  Alan K. Halfenger

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  
	
  Title:

  	
  Chief Compliance Office

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  
	
   

  	
  Assistant Secretary

  	
   

  	
   

  	
  Assistant Secretary

  



 

















 


	
  SANKATY
  ADVISORS, LLC as Collateral

  Manager for Race Point II CLO, Limited, as

  Term Lender as
  a Lender

  	
   

  	
  RACE
  POINT IV CLO, LTD,

  By: Sankaty Advisors, LLC as Collateral

  Manager as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Alan K. Halfenger

  	
   

  	
  By:

  	
  /s/ Alan K. Halfenger

  
	
  Name:

  	
  Alan K. Halfenger

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  
	
  Title:

  	
  Chief Compliance Officer

  Assistant Secretary 

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  Assistant Secretary 

  
	
   

  	
   

  	
   

  
	
  SERVES
  2006-1, Ltd.

  	
   

  	
  SILVERMINE
  CAPITAL MANAGEMENT, 

  
	
   

  	
   

  	
  LLC, as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Chris Kappas

  	
   

  	
  COMSTOCK
  FUNDING LTD

  
	
  PPM
  America, Inc., as Collateral Manager 

  	
   

  	
  Silvermine
  Capital Management, LLC As 

  
	
  Chris Kappas

  	
   

  	
  Collateral
  Manager

  
	
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Aaron A. Meyer

  
	
   

  	
   

  	
  Name:

  	
  Aaron A. Meyer

  
	
   

  	
   

  	
  Title:

  	
  Principal Silvermine
  Capital

  Management, LLC

  
	
   

  	
   

  	
   

  
	
  SILVERMINE
  CAPITAL

  MANAGEMENT, LLC
  as a Lender

  	
   

  	
  SYMPHONY
  CLO I as a
  Lender

  By: Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
  CANNINGTON
  FUNDING LTD.

  	
   

  	
  By:

  	
  /s/ Gunther Stein

  
	
  Silvermine
  Capital Management LLC As 

  	
   

  	
  Name:

  	
  Gunther Stein

  
	
  Investment
  Manager

  	
   

  	
  Title:

  	
  Director of Fixed Income

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Aaron A. Meyer

  	
   

  	
   

  
	
  Name:

  	
  Aaron A. Meyer

  	
   

  	
   

  
	
  Title:

  	
  Principal Silvermine
  Capital

  Management, LLC 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SYMPHONY
  CLO II as a
  Lender

  	
   

  	
  SYMPHONY
  CLO III as a
  Lender

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
  By:
  Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gunther Stein

  	
   

  	
  By:

  	
  /s/ Gunther Stein

  
	
  Name:

  	
  Gunther Stein

  	
   

  	
  Name:

  	
  Gunther Stein

  
	
  Title:

  	
  Director of Fixed Income

  	
   

  	
  Title:

  	
  Director of Fixed Income

  
	
   

  	
   

  	
   

  
	
  SYMPHONY
  CLO IV as a
  Lender

  	
   

  	
  XL RE LTD

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
  By:
  Regiment Capital Management LLC as 

  
	
   

  	
   

  	
  its
  Investment Advisor

  
	
  By:

  	
  /s/ Gunther Stein

  	
   

  	
  By:
  Regiment Capital Advisors, LP its 

  
	
  Name:

  	
  Gunther Stein

  	
   

  	
  Manager
  and pursuant to delegated authority

  
	
  Title:

  	
  Director of Fixed Income

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William J. Heffron

  
	
   

  	
   

  	
  Name:

  	
  William J. Heffron

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
  WACHOVIA
  BANK, NATIONAL

  ASSOCIATION as
  a Lender

  	
   

  	
  WACHOVIA
  CAPITAL FINANCE

  CORPORATION (CANADA) as a Canadian 

  
	
   

  	
   

  	
  Revolving Lender

  
	
  By:

  	
  /s/ C. Mark Hedrick

  	
   

  	
   

  
	
  Name:

  	
  C. Mark Hedrick

  	
   

  	
  By:

  	
  /s/ Raymond Eghobamien

  
	
  Title:

  	
  Managing Director

  	
   

  	
  Name:

  	
  Raymond Eghobamien

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
  Wachovia Capital Finance
  Corporation

  (Canada)

  
	
   

  	
   

  	
   

  
	
  ZOHAR
  III, LIMITED as
  a Lender

  By: Patriarch Partners XV, LLC, its 

  	
   

  	
  INDIVIDUALLY,
  AND SEVERALLY NOT

  JOINTLY as a
  Lender:

  
	
  Collateral
  Manager

  	
   

  	
  ·

  	
  HISCOX
  INSURANCE COMPANY 

  
	
   

  	
   

  	
   

  	
  (Bermuda)
  Ltd

  
	
  By:

  	
  /s/ Lynn Tilton

  	
   

  	
  ·

  	
  HISCOX
  SYNDICATE 33

  
	
  Name:

  	
  Lynn Tilton

  	
   

  	
  ·

  	
  GENERAL
  BOARD OF PENSION AND 

  
	
  Title:

  	
  Manager

  	
   

  	
   

  	
  HEALTH
  BENEFITS OF THE UNITED 

  
	
   

  	
   

  	
   

  	
  METHODIST
  CHURCH, 

  
	
   

  	
   

  	
   

  	
  INCORPORATED
  IN MISSOURI

  
	
   

  	
   

  	
  ·

  	
  WELLINGTON
  TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE COMMON TRUST FUNDS TRUST,
  OPPORTUNISTIC INVESTMENT PORTFOLIO

  
	
   

  	
   

  	
  ·

  	
  WELLINGTON
  TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE COLLECTIVE INVESTMENT FUNDS
  TRUST, OPPORTUNISTIC INVESTMENT PORTFOLIO

  
	
   

  	
   

  	
  By:

  	
  Wellington
  Management Company, LLP as Investment Adviser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John E. Bruno

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  John E. Bruno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President and Counsel

  
							



 

















 


SCHEDULE 1


 


Additional Requirements for Exchange Obligations


 


In addition to the
requirements set forth in the definition of “Exchange Obligations”, any
Exchange Obligations consisting of obligations of the type described in clause (ii) of
the definition of “Exchange Obligations” (a) shall bear interest, if at
all, at a fixed rate (which fixed rate may be adjustable solely as a result of
the passage of time), (b) shall not contain any financial covenants and
shall not contain any other covenants (other than the limitation on liens
covenant), events of default or grace periods that are more restrictive or
adverse to GGC and its Subsidiaries than those contained in the 2006 Senior
Notes Documents, (c) shall not contain a limitation on liens covenant that
is more restrictive or adverse to GGC and its Subsidiaries than Section 8.01
of the Credit Agreement (provided, that such limitation on liens
covenant shall permit Liens securing Indebtedness under the First Priority
Agreement (as defined in the Intercreditor Agreement) in an amount not less
than the Cap Amount (as defined in the Intercreditor Agreement), (d) shall
not cross default to any Event of Default under the Credit Agreement (other
than any Event of Default that has resulted in the acceleration of the
Indebtedness outstanding under the Credit Agreement) until the expiration of a
30 day grace period after the occurrence of such Event of Default, (e) shall
result in (i) Consolidated Interest Charges calculated on a pro forma
basis for the most recently ending four fiscal quarter period for which
financial statements are available prior to the issuance or incurrence of such
Exchange Obligations (such pro forma calculation to be made as if all Exchange
Obligations, whenever issued or incurred, had been issued or incurred on the
first day of such period, and adjusted only for Indebtedness incurred or
extinguished as a result of the issuance or incurrence of Exchange
Obligations), being less than Consolidated Interest Charges for such four
fiscal quarter period (calculated without giving effect to the issuance or
incurrence of any Exchange Obligations) by an amount not less than $20,000,000,
and (ii) Consolidated Interest Charges calculated on a pro forma basis for
the most recently ending four fiscal quarter period for which financial
statements are available prior to the issuance or incurrence of such Exchange
Obligations (such pro forma calculation to be made as if such Exchange
Obligations had been issued or incurred on the first day of such period, and adjusted
only for Indebtedness incurred or extinguished as a result of the issuance or
incurrence of such Exchange Obligations), being not greater than Consolidated
Interest Charges for such period, and (f) shall not exceed US$250,000,000
in aggregate principal amount (including, for the avoidance of doubt, any
amounts capitalized in respect of interest payable in kind) at any time
outstanding.  For purposes of the
calculation contemplated under clause (e) above, (i) Consolidated
Interest Charges shall include only amounts paid or payable in cash and (ii) Consolidated
Interest Charges in respect of Exchange Obligations issued or incurred (to the
extent such Exchange Obligations consist of Indebtedness) shall be calculated
using the highest non-default contractual interest rate provided for in the
documents governing the Exchange Obligations.


 














 


EXHIBIT A


 


FORM OF INTERCREDITOR
AGREEMENT


 


Intercreditor Agreement
(this “Agreement”) dated as of
                       ,
20    , among BANK OF
AMERICA, N.A., as Domestic Collateral Agent (in such capacity, with its
successors and assigns, the “First Priority
Representative”) for the First Priority Secured Parties
(as defined below),
                                        ,
as
                                      
(in such capacity, with its successors and assigns, the “Second
Priority Representative”) for the Second Priority Secured Parties
(as defined below), GEORGIA GULF CORPORATION (the “Borrower”), and
each of the other Loan Parties (as defined below) party hereto.


 


WHEREAS, the Borrower, the
other Loan Parties, the First Priority Representative and certain financial
institutions (with their respective successors and assigns, the “First Priority Lenders”) are parties to a Credit Agreement
dated as of October 3, 2006 (as amended, supplemented, restated or
otherwise modified from time to time, the “Existing First Priority
Agreement”), pursuant to which such financial institutions have
agreed to make loans and extend other financial accommodations to the Borrower;
and


 


WHEREAS, the Borrower, the
other Loan Parties, the Second Priority Representative and certain financial
institutions shall become parties on the date hereof to a [describe agreement]
dated as of
                                 ,
20     (as the same may be amended, supplemented, restated
or otherwise modified from time to time, the “Existing
Second Priority Agreement”); and


 


WHEREAS, the Borrower and
the other Loan Parties have granted to the First Priority Representative
security interests in the Common Collateral as security for payment and
performance of the First Priority Obligations; and


 


WHEREAS, pursuant to the
terms of the Existing First Priority Agreement the Borrower and the other Loan
Parties may not grant additional security interests in the Common Collateral
without the consent of the requisite number of First Priority Lenders thereunder;
and


 


WHEREAS, the Borrower and
the other Loan Parties propose to grant to the Second Priority Representative
junior security interests in the Common Collateral as security for payment and
performance of the Second Priority Obligations; and


 


WHEREAS, the requisite
number of First Priority Lenders under the Existing First Priority Agreement
have agreed to permit the grant of such junior security interests on the terms
and conditions of this Intercreditor Agreement;


 


NOW THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained and
other good and valuable consideration, the existence and sufficiency of which
is expressly recognized by all of the parties hereto, the parties agree as
follows:


 

















 


SECTION
1.  Definitions.


 


The following terms, as used
herein, have the following meanings:


 


“Adequate
Protection Liens” means any Liens (including, for the avoidance of
doubt, any replacement Liens) granted in any Insolvency Proceeding to any
Secured Party as adequate protection for the First Priority Secured Obligations
or Second Priority Secured Obligations, as applicable, held by such Secured
Party.


 


“Bankruptcy
Code” means Title 11 of the United States Code (11 U.S.C.
§ 101 et seq.), as amended from time to time.


 


“Cap Amount”
means, at any time, (x) $1,110,000,000 minus (y) the amount of
indebtedness of the Borrower and its subsidiaries in respect of Securitization
Transactions (as defined in the Existing First Priority Agreement)
outstanding at such time to the extent such indebtedness is permitted under Section 8.03(i) of
the Existing First Priority Agreement plus (z) all Obligations of
pursuant to Swap Contracts and Treasury Management Agreements at such time
(each of the capitalized terms in this clause (z) having the meaning set
forth in the Existing First Priority Agreement).


 


“Common
Collateral” means all assets that are both First Priority Collateral
and Second Priority Collateral.


 


“Comparable
Second Lien Security Document” means, in relation to any Common
Collateral subject to any First Priority Security Document, that Second
Priority Security Document that creates a security interest in the same Common
Collateral, granted by the same Loan Party, as applicable.


 


“Enforcement
Action” means, with respect to the First Priority Obligations or the
Second Priority Obligations, any demand for payment or acceleration thereof,
the exercise of any rights and remedies with respect to any Common Collateral
securing such obligations or the commencement or prosecution of enforcement of any
of the rights and remedies under, as applicable, the First Priority Documents
or the Second Priority Documents, or applicable law, including without
limitation the exercise of any rights of set-off or recoupment, and the
exercise of any rights or remedies of a secured creditor under the Uniform
Commercial Code of any applicable jurisdiction or under the Bankruptcy Code.


 


“Existing
First Priority Agreement” has the meaning set forth in the first
WHEREAS clause of this Agreement.


 


“Existing
Second Priority Agreement” has the meaning set forth in the second
WHEREAS clause of this Agreement.


 


“First
Priority Agreement” means (i) the Existing First Priority
Agreement and (ii) any other credit agreement, loan agreement, note
agreement, promissory note, indenture or other agreement or instrument
evidencing or governing the terms of any indebtedness or other financial
accommodation that has been incurred to extend, replace, refinance or refund in
whole or in part the indebtedness and other obligations outstanding under the
Existing First Priority 


 


2

















 


Agreement
or any other agreement or instrument referred to in this clause (ii) unless
such agreement or instrument expressly provides that it is not intended to be and
is not a First Priority Agreement hereunder. 
Any reference to the First Priority Agreement hereunder shall be deemed
a reference to any First Priority Agreement then extant.


 


“First
Priority Collateral” means all assets, whether now owned or
hereafter acquired by the Borrower or any other Loan Party, in which a Lien is
granted or purported to be granted to any First Priority Secured Party as
security for any First Priority Obligation.


 


“First
Priority Documents” means the First Priority Agreement and each
First Priority Security Document.


 


“First
Priority Lenders” has the meaning set forth in the first WHEREAS
clause of this Agreement.


 


“First
Priority Lien” means any Lien on Common Collateral securing the
First Priority Obligations.


 


“First
Priority Obligations” means all Obligations (as defined in the First
Priority Agreement) and shall include, without limitation, all Post-Petition
Interest; provided, that the principal amount of
Obligations that shall constitute First Priority Obligations at any time shall
not exceed the Cap Amount at such time. 
To the extent any payment with respect to any First Priority Obligation
(whether by or on behalf of any Loan Party, as proceeds of security,
enforcement of any right of setoff or otherwise) is declared to be a fraudulent
conveyance or a preference in any respect, set aside or required to be paid to
a debtor in possession, any Second Priority Secured Party, receiver or similar
Person, then the obligation or part thereof originally intended to be satisfied
shall, for the purposes of this Agreement and the rights and obligations of the
First Priority Secured Parties and the Second Priority Secured Parties, be
deemed to be reinstated and outstanding as if such payment had not occurred.


 


“First
Priority Obligations Payment Date” means the first date on which (i) the
First Priority Obligations (other than those that constitute Unasserted
Contingent Obligations) have been indefeasibly paid in cash in full (or cash
collateralized or defeased to the satisfaction of the First Priority
Representative), (ii) all commitments to extend credit under the First
Priority Documents have been terminated, (iii) there are no outstanding
letters of credit or similar instruments issued under the First Priority
Documents (other than such as have been cash collateralized or defeased to the
satisfaction of the First Priority Representative), and (iv) the First
Priority Representative has delivered a written notice to the Second Priority
Representative stating that the events described in clauses (i), (ii) and (iii) have
occurred to the satisfaction of the First Priority Secured Parties.


 


“First
Priority Representative” has the meaning set forth in the
introductory paragraph hereof.


 


“First
Priority Secured Parties” means the holders of the First Priority
Obligations.


 


3

















 


“First
Priority Security Documents” means the “Domestic Collateral
Documents” as defined in the First Priority Agreement, and any other documents
that are designated under the First Priority Agreement as “First Priority
Security Documents” for purposes of this Agreement.


 


“Insolvency
Proceeding” means any proceeding in respect of bankruptcy,
insolvency, winding up, receivership, dissolution or assignment for the benefit
of creditors, under any “Debtor Relief Laws” (as defined in the Existing First
Priority Agreement).


 


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


 


“Loan Party”
means each Domestic Loan Party (as defined in the Existing First Priority
Agreement).


 


“Mortgage”
means a mortgage, deed of trust, leasehold mortgage, assignment of leases and
rents, modification or any other agreement, document or instrument pursuant to
which any Lien on real property is granted to secure any First Priority
Obligations or Second Priority Obligations or under which rights or remedies
with respect to any such Lien are governed.


 


“Person”
means any person, individual, sole proprietorship, partnership, joint venture,
corporation, limited liability company, unincorporated organization,
association, institution, entity, party, including any government and any
political subdivision, agency or instrumentality thereof.


 


“Post-Petition
Interest” means any interest, fees, expenses or other amount that
accrues or would have accrued after the commencement of any Insolvency
Proceeding, whether or not allowed or allowable in any such Insolvency
Proceeding.


 


“Second
Priority Agreement” means (i) the Existing Second Priority
Agreement and (ii) any other credit agreement, loan agreement, note
agreement, promissory note, indenture, or other agreement or instrument
evidencing or governing the terms of any indebtedness or other financial
accommodation that has been incurred to extend, replace, refinance or refund in
whole or in part the indebtedness and other obligations outstanding under the
Existing Second Priority Agreement or other agreement or instrument referred to
in this clause (ii).  Any reference to
the Second Priority Agreement hereunder shall be deemed a reference to any
Second Priority Agreement then extant.


 


“Second
Priority Collateral” means all assets, whether now owned or
hereafter acquired by the Borrower or any other Loan Party, in which a Lien is
granted or purported to be granted to any Second Priority Secured Party as
security for any Second Priority Obligation.


 


“Second
Priority Documents” means each Second Priority Agreement and each
Second Priority Security Document.


 


4

















 


“Second
Priority Lien” means any Lien on Common Collateral securing the
Second Priority Obligations.


 


“Second
Priority Obligations” means (i) all principal of and interest
(including without limitation any Post-Petition Interest) and premium (if any)
on all indebtedness under the Second Priority Agreement, and (ii) all
fees, expenses and other amounts payable from time to time pursuant to the
Second Priority Documents, in each case whether or not allowed or allowable in
an Insolvency Proceeding.  To the extent
any payment with respect to any Second Priority Obligation (whether by or on
behalf of any Loan Party, as proceeds of security, enforcement of any right of
setoff or otherwise) is declared to be a fraudulent conveyance or a preference
in any respect, set aside or required to be paid to a debtor in possession, any
First Priority Secured Party, receiver or similar Person, then the obligation
or part thereof originally intended to be satisfied shall, for the purposes of
this Agreement and the rights and obligations of the First Priority Secured
Parties and the Second Priority Secured Parties, be deemed to be reinstated and
outstanding as if such payment had not occurred.


 


“Second
Priority Representative” has the meaning set forth in the
introductory paragraph hereof.


 


“Second
Priority Secured Party” means the Second Priority Representative and
any holders of the Second Priority Obligations.


 


“Second
Priority Security Documents” means all documents pursuant to which a
lien is granted to secure the Second Priority Obligations.


 


“Secured
Parties” means the First Priority Secured Parties and the Second
Priority Secured Parties.


 


“Standstill
Period” has the meaning set forth in Section 3.1(b).


 


“Unasserted
Contingent Obligations” shall mean, at any time, First Priority
Obligations for taxes, costs, indemnifications, reimbursements, damages and
other liabilities (excluding (i) the principal of, and interest and
premium (if any) on, and fees and expenses relating to, any First Priority
Obligation and (ii) contingent reimbursement obligations in respect of
amounts that may be drawn under outstanding letters of credit) in respect of
which no assertion of liability (whether oral or written) and no claim or
demand for payment (whether oral or written) has been made (and, in the case of
First Priority Obligations for indemnification, no notice for indemnification
has been issued by the indemnitee) at such time.


 


“UCC” shall mean the Uniform Commercial Code as in effect from
time to time in the State of New York.


 


SECTION
2.  Lien
Priorities.


 


2.1           Subordination of Liens.  (a) Any
and all Liens now existing or hereafter created or arising in favor of any
Second Priority Secured Party securing the Second Priority Obligations,
regardless of how acquired, whether by grant, statute, operation of law,
subrogation or otherwise, are expressly junior in priority, operation and
effect to any and all Liens now existing or 


 


5

















 


hereafter created or arising in favor of the First
Priority Secured Parties securing the First Priority Obligations,
notwithstanding (i) anything to the contrary contained in any agreement or
filing to which any Second Priority Secured Party may now or hereafter be a
party, and regardless of the time, order or method of grant, attachment,
recording or perfection of any financing statements or other security
interests, assignments, pledges, deeds, mortgages and other liens, charges or
encumbrances or any defect or deficiency or alleged defect or deficiency in any
of the foregoing, (ii) any provision of the UCC or any applicable law or
any First Priority Document or Second Priority Document or any other
circumstance whatsoever and (iii) the fact that any such Liens in favor of
any First Priority Secured Party securing any of the First Priority Obligations
are (x) subordinated to any Lien securing any obligation of any Loan Party
other than the Second Priority Obligations or (y) otherwise subordinated,
voided, avoided, invalidated or lapsed.


 


(b)           No First Priority Secured Party or Second
Priority Secured Party shall object to or contest, or support any other Person
in contesting or objecting to, in any proceeding (including without limitation,
any Insolvency Proceeding), the validity, extent, perfection or enforceability
of any security interest in the Common Collateral granted to the other, and no
Second Priority Secured Party shall object to or contest, or support any other
Person in contesting or objecting to, in any proceeding in any proceeding
(including without limitation, any Insolvency Proceeding), the priority of any
security interest in the Common Collateral granted to any First Priority
Secured Party.  Notwithstanding any
failure by any First Priority Secured Party or Second Priority Secured Party to
perfect its security interests in the Common Collateral or any avoidance,
invalidation or subordination by any third party or court of competent
jurisdiction of the security interests in the Common Collateral granted to the
First Priority Secured Parties or the Second Priority Secured Parties, the
priority and rights as between the First Priority Secured Parties and the
Second Priority Secured Parties with respect to the Common Collateral shall be
as set forth herein.


 


2.2           Nature of First Priority Obligations. 
The Second Priority Representative on behalf of itself and the other
Second Priority Secured Parties acknowledges that a portion of the First
Priority Obligations are revolving in nature and that the amount thereof that
may be outstanding at any time or from time to time may be increased or reduced
and subsequently reborrowed, and that the terms of the First Priority
Obligations may be modified, extended or amended from time to time, and that
the aggregate amount of the First Priority Obligations may be increased,
replaced or refinanced, in each event, without notice to or consent by the
Second Priority Secured Parties and without affecting the provisions
hereof.  The Lien priorities provided in Section 2.1
shall not be altered or otherwise affected by any such amendment, modification,
supplement, extension, repayment, reborrowing, increase, replacement, renewal,
restatement or refinancing of either the First Priority Obligations or the
Second Priority Obligations, or any portion thereof.


 


2.3           Agreements Regarding Actions to Perfect
Liens.  (a) The First Priority Representative
agrees, on behalf of itself and the other First Priority Secured Parties, that
the Second Priority Representative or any other Second Priority Secured Party
(or any agent or representative thereof) may enter into control agreements (any
such control agreement shall prohibit the Second Priority Representative from
giving instructions with respect to such account prior to the First Priority
Obligations Payment Date unless consented to by the First Priority 


 


6

















 


Representative), file or record UCC-1 financing
statements, Mortgages, patent, trademark or copyright filings or other filings
or recordings, in each case, to create or perfect the Liens in the Common
Collateral in favor of the Second Priority Secured Parties securing the Second
Priority Obligations in a manner consistent with the provisions of this
Agreement, provided that
each such control agreement, filing or recording shall be in form satisfactory
to the First Lien Representative and shall be submitted to the First Priority
Representative for review prior to execution, filing or recordation.


 


(b)           The First Priority Representative hereby
acknowledges that, to the extent that it holds, or a third party holds on its
behalf, physical possession of or “control” (as defined in the UCC) over Common
Collateral pursuant to the First Priority Security Documents, such possession
or control is also for the benefit of the Second Priority Representative and
the other Second Priority Secured Parties solely to the extent required to
perfect their security interest in such Common Collateral.  Nothing in the preceding sentence shall be
construed to impose any duty on the First Priority Representative (or any third
party acting on its behalf) with respect to such Common Collateral or provide
the Second Priority Representative or any other Second Priority Secured Party
with any rights with respect to such Common Collateral beyond those specified
in this Agreement and the Second Priority Security Documents, provided
that subsequent to the occurrence of the First Priority Obligations Payment
Date, the First Priority Representative shall (x) deliver to the Second
Priority Representative, at the Borrower’s sole cost and expense, the Common
Collateral in its possession or control together with any necessary
endorsements to the extent required by the Second Priority Documents or (y) direct
and deliver such Common Collateral as a court of competent jurisdiction
otherwise directs, and provided further that the provisions of this
Agreement are intended solely to govern the respective Lien priorities as
between the First Priority Secured Parties and the Second Priority Secured
Parties and shall not impose on the First Priority Secured Parties any
obligations in respect of the disposition of any Common Collateral (or any
proceeds thereof) that would conflict with prior perfected Liens or any claims
thereon in favor of any other Person that is not a Secured Party.


 


(c)           Other than as set forth in the first
proviso to the second sentence of the immediately preceding clause (b), any
First Priority Secured Party with physical possession of or control over Common
Collateral shall not have any duty or liability to protect or preserve any
rights pertaining to any of such Common Collateral and, except for gross
negligence or willful misconduct as determined pursuant to a final
non-appealable order of a court of competent jurisdiction, each Second Priority
Secured Party hereby waives and releases such Person from all claims and
liabilities arising pursuant to such Person’s role as bailee with respect to
such Common Collateral.


 


2.4           No New Liens. 
So long as the First Priority Obligations Payment Date has not occurred,
the parties hereto agree that no Second Priority Secured Party shall acquire or
hold any Lien on any assets of any Loan Party securing any Second Priority
Obligation which assets are not also subject to the first-priority Lien of the
First Priority Representative under the First Priority Documents.  If any Second Priority Secured Party shall
(nonetheless and in breach hereof) acquire or hold any Lien on any assets of
any Loan Party securing any Second Priority Obligation which assets are not
also subject to the first-priority Lien of the First Priority Representative
under the First Priority Documents, then the Second Priority Representative (or
the relevant Second Priority Secured Party) shall, without the need for any
further consent of any 


 


7

















 


other Second Priority Secured Party and
notwithstanding anything to the contrary in any other Second Priority Document (i) be
deemed to hold and have held such lien for the benefit of the First Priority
Representative as security for the First Priority Obligations and shall assign
such lien to the First Priority Representative (in which case the Second Priority
Representative may retain a junior lien on such assets subject to the terms
hereof) or (ii) if so requested by the First Priority Representative,
release such lien.


 


2.5           Similar Liens and Agreements. 
The parties hereto agree that it is their intention that the First
Priority Collateral and the Second Priority Collateral be identical.  In furtherance of the foregoing, each Second
Priority Security Document shall be in all material respects in the same form
as the First Priority Security Documents (other than with respect to the first
priority and second priority nature of the Liens created or evidenced
thereunder, the identity of the Secured Parties that are parties thereto or
secured thereby and other matters contemplated by this Agreement).  Each Second Priority Security Document shall
include the following language (or language to similar effect approved by the
First Priority Representative):


 


“Notwithstanding anything
herein to the contrary, the lien and security interest granted to the [Second
Priority Representative] pursuant to this Agreement and the exercise of any
right or remedy by the [Second Priority Representative] hereunder are subject
to the provisions of the Intercreditor Agreement, dated as of [                          ]
(as amended, restated, supplemented or otherwise modified from time to time,
the “Intercreditor Agreement”), among
[                    ],
                                  ,
as First Priority Representative and
                                            ,
as Second Priority Representative and certain other persons party or that may
become party thereto from time to time. 
In the event of any conflict between the terms of the Intercreditor
Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.”


 


SECTION
3.  Enforcement
Rights.


 


3.1           Exclusive Enforcement.  (a) Until
the First Priority Obligations Payment Date has occurred, whether or not an
Insolvency Proceeding has been commenced by or against any Loan Party, (i) the
First Priority Secured Parties shall have the exclusive right to take and
continue any Enforcement Action with respect to the Common Collateral, without
any consultation with or consent of any Second Priority Secured Party, but
subject to the proviso set forth in Section 5.1(a) and (ii) the
Second Priority Secured Parties shall have no right to take any Enforcement
Action with respect to the Common Collateral except as otherwise provided in Section 3.1(b).  Upon the occurrence and during the
continuance of a default or an event of default under the First Priority
Documents, the First Priority Representative and the other First Priority
Secured Parties may take and continue any Enforcement Action with respect to
the First Priority Obligations and the Common Collateral in such order and
manner as they may determine in their sole discretion.


 


(b)           Notwithstanding Section 3.1(a) but
subject in all respects to Section 4.1, the Second Priority Representative
may enforce any of its rights and exercise any of its remedies with respect to
the Second Priority Collateral after a period of 540 days has elapsed since the
date on which the Second Priority Representative has delivered to the First
Priority Representative written notice of the acceleration of the indebtedness
then outstanding under the 


 


8

















 


Second Priority Agreement (the “Standstill
Period”);  provided, however, that notwithstanding the expiration of the Standstill Period or anything
herein to the contrary, in no event shall the Second Priority Representative or
any other Second Priority Secured Party enforce or exercise any rights or
remedies with respect to any Common Collateral if the First Priority
Representative or any other First Priority Secured Party shall have commenced,
and shall be diligently pursuing (or shall have sought or requested relief from
or modification of the automatic stay or any other stay in any Insolvency
Proceeding to enable the commencement and pursuit thereof) the enforcement or
exercise of any rights or remedies with respect to the Common Collateral
(prompt written notice thereof to be given to the Second Priority
Representative by the First Priority Representative).


 


3.2           Standstill and Waivers. 
The Second Priority Representative, on behalf of itself and the other
Second Priority Secured Parties, agrees that, until the First Priority
Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1(a):


 


(i)            they will not take or cause to be taken
any action, the purpose or effect of which is to make any Lien in respect of
any Second Priority Obligation pari passu with
or senior to, or to give any Second Priority Secured Party any preference or
priority relative to, the Liens with respect to the First Priority Obligations
or the First Priority Secured Parties with respect to any of the Common
Collateral;


 


(ii)           they will not oppose, object to,
interfere with, hinder or delay, in any manner, whether by judicial proceedings
(including without limitation the filing of an Insolvency Proceeding) or
otherwise, any foreclosure, sale, lease, exchange, transfer or other
disposition of the Common Collateral by the First Priority Representative or
any other First Priority Secured Party, any sale pursuant to Section 363
of the Bankruptcy Code that is supported by the First Priority Representative
or any other First Priority Secured Party or any other Enforcement Action taken
by or on behalf of the First Priority Representative or any other First
Priority Secured Party;


 


(iii)          they have no right to (x) direct
either the First Priority Representative or any other First Priority Secured
Party to exercise any right, remedy or power with respect to the Common
Collateral or pursuant to the First Priority Security Documents or (y) consent
or object to the exercise by the First Priority Representative or any other
First Priority Secured Party of any right, remedy or power with respect to the
Common Collateral or pursuant to the First Priority Collateral Documents or to
the timing or manner in which any such right is exercised or not exercised (or,
to the extent they may have any such right described in this clause (iii),
whether as a junior lien creditor or otherwise, they hereby irrevocably waive
such right);


 


(iv)          they will not institute any suit or other
proceeding or assert in any suit, Insolvency Proceeding or other proceeding any
claim against the First Priority Representative or any other First Priority
Secured Party seeking damages from or other relief by way of specific
performance, instructions or otherwise, with respect to, and neither the First
Priority Representative nor any other First Priority Secured Party shall be
liable for, any action taken or omitted to be taken by the First Priority
Representative or 


 


9

















 


any other First
Priority Secured Party with respect to the Common Collateral or pursuant to the
First Priority Documents;


 


(v)           they will not make any judicial or
nonjudicial claim or demand or commence any judicial or non-judicial
proceedings against any Loan Party or any of its subsidiaries or affiliates
under or with respect to any Second Priority Security Document seeking payment
or damages from or other relief by way of specific performance, instructions or
otherwise under or with respect to any Second Priority Collateral Document
(other than filing a proof of claim in an Insolvency Proceeding) or exercise
any right, remedy or power under or with respect to, or otherwise take any
action to enforce, any Second Priority Collateral Document (other than filing a
proof of claim in an Insolvency Proceeding);


 


(vi)          prior to the expiration of the Standstill
Period, they will not commence judicial or nonjudicial foreclosure proceedings
with respect to, seek to have a trustee, receiver, liquidator or similar
official appointed for or over, attempt any action to take possession of any
Common Collateral, exercise any right, remedy or power with respect to, or
otherwise take any action to enforce their interest in or realize upon, the
Common Collateral or pursuant to the Second Priority Security Documents; and


 


(vii)         they will not seek, and hereby waive any
right, to have the Common Collateral or any part thereof marshaled upon any
foreclosure or other disposition of the Common Collateral.


 


3.3           Judgment Creditors. 
In the event that any Second Priority Secured Party obtains a judgment
lien in respect of Common Collateral as a result of its enforcement of its
rights as an unsecured creditor (it being understood that any such party may
exercise its rights and remedies as an unsecured creditor against the relevant
Loan Parties in accordance with applicable law, provided  that such
exercise of rights or remedies is not in violation of this Agreement), such
judgment lien shall be subject to the terms of this Agreement for all purposes
(including in relation to the First Priority Liens and the First Priority
Obligations) to the same extent as all other Second Priority Liens (created
pursuant to the Second Priority Security Documents).


 


3.4           Cooperation. 
The Second Priority Representative, on behalf of itself and the other
Second Priority Secured Parties, agrees that each of them shall take such
actions as the First Priority Representative shall reasonably request in
connection with the exercise by the First Priority Secured Parties of their
rights set forth herein.


 


3.5           No Additional Rights For the Borrower
Hereunder.  Except as provided in Section 3.6, if
any First Priority Secured Party or Second Priority Secured Party shall enforce
its rights or remedies in violation of the terms of this Agreement, the
Borrower shall not be entitled to use such violation as a defense to any action
by any First Priority Secured Party or Second Priority Secured Party, nor to
assert such violation as a counterclaim or basis for set off or recoupment
against any First Priority Secured Party or Second Priority Secured Party.


 


3.6           Actions Upon Breach.  (a) If
any Second Priority Secured Party, contrary to this Agreement, commences or
participates in any action or proceeding against the Borrower or the 


 


10

















 


Common Collateral, the Borrower, with the prior
written consent of the First Priority Representative, may interpose as a
defense or dilatory plea the making of this Agreement, and any First Priority
Secured Party may intervene and interpose such defense or plea in its or their
name or in the name of the Borrower.


 


(b)           Should any Second Priority Secured Party,
contrary to this Agreement, in any way take, attempt to or threaten to take any
action with respect to the Common Collateral (including, without limitation,
any attempt to realize upon or enforce any remedy with respect to the Common
Collateral or this Agreement), or fail to take any action required by this
Agreement, any First Priority Secured Party (in its or their own name or in the
name of the Borrower) or the Borrower may obtain relief against such Second
Priority Secured Party by injunction, specific performance and/or other
appropriate equitable relief, it being understood and agreed by the Second
Priority Representative on behalf of each Second Priority Secured Party that (i) the
First Priority Secured Parties’ damages from its actions may at that time be
difficult to ascertain and may be irreparable, and (ii) each Second
Priority Secured Party waives any defense that the Borrower and/or the First
Priority Secured Parties cannot demonstrate damages and/or be made whole by the
awarding of damages.


 


SECTION
4.  Application
Of Proceeds Of Common Collateral; Dispositions And Releases Of Common
Collateral; Inspection and Insurance.


 


4.1           Application of Proceeds; Turnover
Provisions.  All proceeds of Common Collateral (including
without limitation any interest earned thereon) resulting from the sale,
collection or other disposition of Common Collateral in connection with or
resulting from any Enforcement Action, and whether or not pursuant to a
Insolvency Proceeding, shall be distributed as follows:  first to the First Priority
Representative for application to the First Priority Obligations in accordance
with the terms of the First Priority Documents, until the First Priority
Obligations Payment Date has occurred and thereafter, to the Second
Priority Representative for application in accordance with the Second Priority
Documents.  Until the occurrence of the
First Priority Obligations Payment Date, any Common Collateral, including
without limitation any such Common Collateral constituting proceeds, that may
be received by any Second Priority Secured Party in violation of this Agreement
shall be segregated and held in trust and promptly paid over to the First
Priority Representative, for the benefit of the First Priority Secured Parties,
in the same form as received, with any necessary endorsements, and each Second
Priority Secured Party hereby authorizes the First Priority Representative to
make any such endorsements as agent for the Second Priority Representative
(which authorization, being coupled with an interest, is irrevocable).  Neither the First Priority Representative nor
any other First Priority Secured Party has any obligation of any nature
whatsoever to the Second Priority Representative or the Second Priority Secured
Parties with respect to the application of proceeds of Common Collateral other
than to turn over proceeds of Common Collateral after the First Priority
Obligations Payment Date, and then only to the extent that (i) such
proceeds are within its control and (ii) such distribution is not contrary
to law, the provisions of any First Priority Documents to which it is a party
or an order of a court of competent jurisdiction (including, without
limitation, a court in an Insolvency Proceeding).  Upon the turnover of such Common Collateral
as contemplated by the immediately preceding sentence, the Second Priority
Obligations purported to be satisfied by the payment of such Common Collateral
shall be deemed by all parties hereto to be reinstated in full as though such
payment had never occurred.


 


11














 


4.2           Releases of Second Priority Lien.  (a) Upon
any release, sale or disposition of Common Collateral permitted pursuant to the
terms of the First Priority Documents that results in the release of the First
Priority Lien on any Common Collateral (including without limitation any sale
or other disposition pursuant to any Enforcement Action), the Second Priority
Lien on such Common Collateral (and on any proceeds of such Common Collateral
not required to be paid to the First Priority Secured Parties) shall be
automatically and unconditionally released with no further consent or action of
any Person, provided that in connection with the repayment in full of
the First Priority Obligations on the First Priority Obligations Payment Date
and the release of the First Priority Liens in connection therewith, the Second
Priority Liens shall be released only to the extent of the proceeds from the
disposition of any portion of the Common Collateral applied to such repayment
and any related taxes, transaction costs and other expenses incidental to such
disposition (and such Common Collateral itself), and provided further
that this provision shall not prejudice any rights that any Second Priority
Secured Party shall have with respect to the Borrowers under the applicable Second
Priority Documents independent of any Second Priority Lien and the related
Second Priority Security Documents.


 


(b)           The Second Priority Representative shall
promptly execute and deliver such release documents and instruments and shall
take such further actions as the First Priority Representative shall request to
evidence any release of the Second Priority Lien described in paragraph
(a).  The Second Priority Representative
hereby appoints the First Priority Representative and any officer or duly authorized
person of the First Priority Representative, with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power of attorney
in the place and stead of the Second Priority Representative and in the name of
the Second Priority Representative or in the First Priority Representative’s
own name, from time to time, in the First Priority Representative’s sole
discretion, for the purposes of carrying out the terms of this paragraph, to
take any and all appropriate action and to execute and deliver any and all
documents and instruments as may be necessary or desirable to accomplish the
purposes of this paragraph, including, without limitation, any financing
statements, endorsements, assignments, releases or other documents or instruments
of transfer (which appointment, being coupled with an interest, is
irrevocable), provided that such power of attorney may only be exercised
if the Second Priority Representative has not executed and delivered such
release documents and instruments in a timely manner following a request from
the First Priority Representative, and must be exercised in the First Priority
Representative’s reasonable discretion, solely for the purposes of carrying out
the terms of Section 4.2(a).


 


4.3           Inspection Rights and Insurance.  (a) Any
First Priority Secured Party and its representatives and invitees may at any
time inspect, repossess, remove and otherwise deal with the Common Collateral,
and the First Priority Representative may advertise and conduct public auctions
or private sales of the Common Collateral, in each case without notice to, the
involvement of or interference by any Second Priority Secured Party or
liability to any Second Priority Secured Party.


 


(b)           Until the First Priority Obligations
Payment Date has occurred, the First Priority Representative will have the sole
and exclusive right (i) to be named as additional insured and loss payee
under any insurance policies maintained from time to time by any Loan Party; (ii) to
adjust or settle any insurance policy or claim covering the Common Collateral
in the event of any 


 


12

















 


loss thereunder and (iii) to approve any award
granted in any condemnation or similar proceeding affecting the Common
Collateral.


 


SECTION
5.  Insolvency
Proceedings.


 


5.1           Filing of Motions.  (a) Until
the First Priority Obligations Payment Date has occurred, the Second Priority
Representative agrees on behalf of itself and the other Second Priority Secured
Parties that no Second Priority Secured Party shall, in or in connection with
any Insolvency Proceeding, file any pleadings or motions, take any position at
any hearing or proceeding of any nature, or otherwise take any action
whatsoever, in each case in respect of any of the Common Collateral, including,
without limitation, with respect to the determination of any Liens or claims
held by the First Priority Representative (including the validity and
enforceability thereof) or any other First Priority Secured Party or the value
of any claims of such parties under Section 506(a) of the Bankruptcy
Code or otherwise; provided that the Second Priority Representative may
file a proof of claim in a Insolvency Proceeding, subject to the limitations
contained in this Agreement and only if consistent with the terms and the
limitations on the Second Priority Representative imposed hereby.


 


(b)           Notwithstanding the foregoing, the Second
Priority Secured Parties (solely in their respective capacities as, and to the
extent they would be, unsecured creditors of the Loan Parties but for the
execution of the Second Priority Security Documents) shall be entitled to file
pleadings, objections, motions or agreements in any Insolvency Proceeding which
assert rights or interests available to unsecured creditors of the Loan Parties
arising under either the Bankruptcy Code or applicable non-bankruptcy law, in
each case to the extent not inconsistent with the other provisions of Section 5
of this Agreement.


 


5.2           Financing Matters.  (a) If
any Loan Party becomes subject to any Insolvency Proceeding, and if the First
Priority Representative proposes, consents to or does not object to the
continued use of cash collateral that is subject to a Lien by any Loan Party
during such Insolvency Proceeding, or proposes to provide financing to any Loan
Party under the Bankruptcy Code or consents or does not object to the provision
of such financing to any Loan Party by any third party (including, for the
avoidance of doubt, any such financing that will result in the “roll-up” of all
or any portion of the First Priority Obligations) (any such financing, whether
provided by the First Priority Secured Parties or any third party, being
referred to herein as a “DIP Financing”), then
the Second Priority Representative agrees, on behalf of itself and the other
Second Priority Secured Parties, that each Second Priority Secured Party (w) will
be deemed to have consented to, will raise no objection to, and will not
support any other Person objecting to, the use of such cash collateral or to
such DIP Financing, (x) shall only request or accept adequate protection
in connection with the use of such cash collateral or such DIP Financing to the
extent permitted by Section 5.4 below, (y) will subordinate (and will
be deemed hereunder to have subordinated) the Second Priority Liens and any
Adequate Protection Liens provided in respect thereof, (i) so long as the
First Priority Liens are junior to or pari passu with the Liens securing such
DIP Financing, to such DIP Financing (and, if the First Priority Liens are
junior to the Liens securing such DIP Financing, such subordination shall be on
the same terms and conditions as the First Priority Liens are junior to such
DIP Financing), it being understood that any such subordination will not alter in
any manner the terms of this Agreement, (ii) to any adequate protection,
including, without limitation, Adequate Protection Liens, provided to the First



 


13

















 


Priority Secured Parties and (iii) to any “carve-out”
for professional, Chapter 7 Trustee and United States Trustee fees agreed
to by the First Priority Representative or the other First Priority Secured
Parties and (z) agrees that any notice of such events found to be adequate
by the bankruptcy court shall be adequate notice.


 


(b)           Notwithstanding the foregoing, the
provisions of Section 5.2(a) shall only be applicable as to the
Second Priority Secured Parties with respect to any DIP Financing to the extent
the aggregate principal amount of the DIP Financing plus the aggregate
outstanding principal amount of the loans outstanding under the First Priority
Agreement plus the aggregate face amount of any letters of credit issued and
not reimbursed under the First Priority Agreement does not exceed $1,150,000,000.


 


5.3           Relief From the Automatic Stay. 
Until the First Priority Obligations Payment Date, the Second Priority
Representative agrees, on behalf of itself and the other Second Priority
Secured Parties, that none of them will (a) seek relief from the automatic
stay or from any other stay in any Insolvency Proceeding or take any action in
violation thereof, or support any other Person seeking such relief or taking
such action, in each case in respect of any Common Collateral, without the
prior written consent of the First Priority Representative or (b) object
to, contest, or support any other Person objecting to or contesting, any relief
from the automatic stay or from any other stay in any Insolvency Proceeding
requested by any First Priority Secured Party.


 


5.4           Adequate Protection.  (a) The
Second Priority Representative, on behalf of itself and the other Second
Priority Secured Parties, agrees that none of them shall object to, contest, or
support any other Person objecting to or contesting, (i) any request by
the First Priority Representative or any other First Priority Secured Party for
adequate protection, including, without limitation, in the form of Adequate
Protection Liens, superpriority claims, pre-petition and post-petition
interest, fees, expenses or other amounts under Section 506(b) or 506(c) of
the Bankruptcy Code or (ii) any objection by the First Priority
Representative or any other First Priority Secured Party to any motion, relief,
action or proceeding based on a claim of a lack of adequate protection to the
First Priority Secured Parties.


 


(b)           Notwithstanding anything contained in
this Agreement, in any Insolvency Proceeding, the Second Priority
Representative and the other Second Priority Secured Parties may seek, support,
accept or retain adequate protection solely in the form of an Adequate
Protection Lien on additional and/or replacement collateral, junior to the
First Priority Liens and Liens securing any DIP Financing on the same basis as
the other Second Priority Liens are junior to the First Priority Liens under
this Agreement, if the First Priority Secured Parties are granted adequate
protection that includes an Adequate Protection Lien on such additional and/or
replacement collateral and superpriority claims and the First Priority Secured
Parties do not object.


 


(c)           In the event any Second Priority Secured
Party receives adequate protection in the form of Adequate Protection Liens on
additional and/or replacement collateral, then the Second Priority
Representative, on behalf of itself and the other Second Priority Secured
Parties,


 


14

















 


(i)            consents to the First Priority
Representative having a senior Adequate Protection Lien on such additional
and/or replacement collateral as security for the First Priority Obligations
and agrees that any Adequate Protection Liens granted to the Second Priority
Secured Parties on any additional and/or replacement collateral shall be junior
to the Liens on such collateral securing the First Priority Obligations and any
DIP Financing (and all obligations relating thereto) and any Adequate
Protection Liens on such additional and/or replacement collateral granted to
the First Priority Secured Parties, with such subordination to be on the same
terms that the other Second Priority Liens are junior to such First Priority
Liens under this Agreement, and


 


(ii)           agrees that, if the bankruptcy court does
not grant the First Priority Secured Parties a senior Adequate Protection Lien
on any such additional and/or replacement collateral, then the Second Priority
Secured Parties shall be deemed to hold and have held their Adequate Protection
Lien on such additional and/or replacement collateral for the benefit of the
First Priority Secured Parties (and each such Lien so deemed to have been held
shall be subject in all respects to the provisions of this Agreement, including
without limitation the lien subordination provisions set forth in Section 2.1)
and, until the First Priority Obligations Payment Date, any distributions in
respect of such additional and/or replacement collateral received by the Second
Priority Secured Parties shall be segregated and held in trust and promptly
turned over to the First Priority Representative to repay the First Priority
Obligations.  Upon the turnover of such
distributions as contemplated by the immediately preceding sentence, the Second
Priority Obligations purported to be satisfied by the payment of such
distributions shall be immediately reinstated in full as though such payment
had never occurred.


 


5.5           Avoidance Issues.  (a) If
any First Priority Secured Party is required in any Insolvency Proceeding or
otherwise to disgorge, turn over or otherwise pay to the estate of any Loan
Party, because such amount was avoided or ordered to be paid or disgorged for
any reason, including without limitation because it was found to be a
fraudulent or preferential transfer, any amount (a “Recovery”), whether
received as proceeds of security, enforcement of any right of set-off or
otherwise, then the First Priority Obligations shall be reinstated to the
extent of such Recovery and deemed to be outstanding as if such payment had not
occurred and the First Priority Obligations Payment Date shall be deemed not to
have occurred.  If this Agreement shall
have been terminated prior to such Recovery, this Agreement shall be reinstated
in full force and effect, and such prior termination shall not diminish,
release, discharge, impair or otherwise affect the obligations of the parties
hereto.  The Second Priority Secured
Parties agree that none of them shall be entitled to benefit from any avoidance
action affecting or otherwise relating to any distribution or allocation made
in accordance with this Agreement, whether by preference or otherwise, it being
understood and agreed that the benefit of such avoidance action otherwise
allocable to them shall instead be allocated and turned over for application in
accordance with the priorities set forth in this Agreement.


 


5.6           Asset Dispositions in an Insolvency
Proceeding.  Neither the Second Priority Representative
nor any other Second Priority Secured Party shall, in an Insolvency Proceeding
or otherwise, oppose any sale or disposition of any assets of any Loan Party
that is supported by the First Priority Secured Parties, and the Second
Priority Representative and each other Second Priority Secured Party will be
deemed to have consented under Section 363 of the Bankruptcy 


 


15

















 


Code (and otherwise) to any sale supported by the First
Priority Secured Parties, their Liens on such assets shall be deemed to be
automatically released contemporaneously with the consummation of any such
sales and they will execute and deliver such Lien release and termination
documents with respect to such assets as the First Priority Representative may
reasonably require.


 


5.7           Separate Grants of Security and Separate
Classification.  Each Second Priority Secured Party
acknowledges and agrees that (i) the grants of Liens pursuant to the First
Priority Security Documents and the Second Priority Security Documents
constitute two separate and distinct grants of Liens and (ii) because of,
among other things, their differing rights in the Common Collateral, the Second
Priority Obligations are fundamentally different from the First Priority
Obligations and must be separately classified in any plan of reorganization
proposed or confirmed in an Insolvency Proceeding.  To further effectuate the intent of the
parties as provided in the immediately preceding sentence, if it is held that
the claims of the First Priority Secured Parties and Second Priority Secured
Parties in respect of the Common Collateral constitute only one secured claim
(rather than separate classes of senior and junior secured claims), then the Second
Priority Secured Parties hereby acknowledge and agree that all distributions
shall be made as if there were separate classes of senior and junior secured
claims against the Loan Parties in respect of the Common Collateral (with the
effect being that, to the extent that the aggregate value of the Common
Collateral is sufficient (for this purpose ignoring all claims held by the
Second Priority Secured Parties), the First Priority Secured Parties shall be
entitled to receive, in addition to amounts distributed to them in respect of
principal, pre-petition interest and other claims, all amounts owing in respect
of Post-Petition Interest (at the applicable non-default rate) before any
distribution is made in respect of the claims held by the Second Priority Secured
Parties, with the Second Priority Secured Parties hereby acknowledging and
agreeing to turn over to the First Priority Secured Parties amounts otherwise
received or receivable by them to the extent necessary to effectuate the intent
of this sentence, even if such turnover has the effect of reducing the claim or
recovery of the Second Priority Secured Parties.


 


5.8           No Waivers of Rights of First Priority
Secured Parties.  Nothing contained herein shall prohibit or in
any way limit the First Priority Representative or any other First Priority
Secured Party from objecting in any Insolvency Proceeding or otherwise to any
action taken by any Second Priority Secured Party, including the seeking by any
Second Priority Secured Party of adequate protection or the asserting by any
Second Priority Secured Party of any of its rights and remedies under the
Second Priority Documents or otherwise.


 


5.9           Plans of Reorganization. 
No Second Priority Secured Party shall support or vote in favor of any
plan of reorganization (and each shall vote and shall be deemed to have voted
to reject any plan of reorganization) unless such plan (i) pays off, in
cash in full on such plan’s effective date, all First Priority Obligations or (ii) is
supported by the First Priority Representative. 
If any such Second Priority Secured Party votes in favor of any plan or
reorganization in violation of this Section 5.9, such Second Priority
Secured Party irrevocably agrees that such vote shall be deemed unauthorized,
void and of no force and effect and shall be designated pursuant to Section 1126(e) of
the Bankruptcy Code.


 


5.10         Other Matters.  (a) 
To the extent that the Second Priority Representative or any Second Priority
Secured Party has or acquires rights under Section 363 or Section 364
of the 


 


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Bankruptcy Code with respect to any of the Common
Collateral, the Second Priority Representative agrees, on behalf of itself and
the other Second Priority Secured Parties not to assert any of such rights
without the prior written consent of the First Priority Representative; provided that if requested by the First Priority
Representative, the Second Priority Representative shall timely exercise such
rights in the manner requested by the First Priority Representative, including
any rights to payments in respect of such rights.


 


5.11         Effectiveness in Insolvency Proceedings. 
This Agreement, which the parties hereto expressly acknowledge is a “subordination
agreement” under Section 510(a) of the Bankruptcy Code, shall be
effective before, during and after the commencement of an Insolvency
Proceeding.  All references in this
Agreement to any Loan Party shall include such Loan Party as a
debtor-in-possession and any receiver or trustee for such Loan Party in any
Insolvency Proceeding, and the rights and obligations hereunder of the First
Priority Secured Parties and the Second Priority Secured Parties shall be fully
enforceable as between such parties regardless of the pendency of Insolvency
Proceedings or any related limitations on the enforcement of this Agreement
against any Loan Party.


 


SECTION
6.  Second
Priority Documents and First Priority Documents.


 


(a)           Each Loan Party and the Second Priority
Representative, on behalf of itself and the Second Priority Secured Parties,
agrees that it shall not at any time execute or deliver any amendment or other
modification to any of the Second Priority Documents inconsistent with or in
violation of this Agreement or that is otherwise in violation of Section 8.12
of the First Priority Agreement.


 


(b)           In the event the First Priority
Representative enters into any amendment, waiver, consent or forbearance in
respect of any of the First Priority Security Documents for the purpose of
adding to, or deleting from, or waiving or consenting to any departures from
any provisions of, or from forbearing from the exercise of remedies under any
First Priority Security Document or changing in any manner the rights of any
parties thereunder, then such amendment, waiver, consent or forbearance shall
apply automatically to any comparable provision of the Comparable Second Lien
Security Document without the consent of or action by any Second Priority
Secured Party (with all such amendments, waivers, modifications and
forbearances subject to the terms hereof); provided that (other than
with respect to amendments, waivers, consents or forbearances that secure
additional extensions of credit and add additional secured creditors and do not
violate the express provisions of the Second Priority Agreements), (A) no
such amendment, waiver, consent or forbearance shall have the effect of
removing assets subject to the Lien of any Second Priority Security Document,
except to the extent that a release of such Lien is permitted by Section 4.2,
(B) any such amendment, waiver, consent or forbearance that materially and
adversely affects the rights of the Second Priority Secured Parties and does
not affect the First Priority Secured Parties in a like or similar manner shall
not apply to the Second Priority Security Documents without the consent of the
Second Priority Representative and (C) notice of such amendment, waiver or
consent shall be given by the Borrower to the Second Priority Representative no
later than 30 days after its effectiveness, provided that the failure to
give such notice shall not affect the effectiveness and validity thereof.


 


17

















 


SECTION
7.  Reliance;
Waivers; etc.


 


7.1           Reliance.  The First
Priority Documents are deemed to have been executed and delivered, and all
extensions of credit thereunder are deemed to have been made or incurred, in
reliance upon this Agreement.  The Second
Priority Representative, on behalf of it itself and the Second Priority Secured
Parties, expressly waives all notice of the acceptance of and reliance on this
Agreement by the First Priority Secured Parties.  The Second Priority Documents are deemed to
have been executed and delivered and all extensions of credit thereunder are
deemed to have been made or incurred, in reliance upon this Agreement.  The First Priority Representative expressly
waives all notices of the acceptance of and reliance by the Second Priority
Representative and the Second Priority Secured Parties.


 


7.2           No Warranties or Liability. 
The Second Priority Representative and the First Priority Representative
acknowledge and agree that neither has made any representation or warranty with
respect to the execution, validity, legality, completeness, collectibility or
enforceability of any other First Priority Document or any Second Priority
Document.  Except as otherwise provided
in this Agreement, the Second Priority Representative and the First Priority
Representative will be entitled to manage and supervise their respective
extensions of credit to any Loan Party in accordance with law and their usual
practices, modified from time to time as they deem appropriate.


 


7.3           No Waivers.  No right or
benefit of any party hereunder shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of such party or any other
party hereto or by any noncompliance by any Loan Party with the terms and
conditions of any of the First Priority Documents or the Second Priority
Documents.


 


SECTION
8.  Obligations
Unconditional.


 


8.1           First Priority Obligations Unconditional. 
All rights of the First Priority Representative hereunder, and all
agreements and obligations of the Second Priority Representative, the Borrower
and the other Loan Parties (to the extent applicable) hereunder, shall remain
in full force and effect irrespective of:


 


(i)            any lack of validity or enforceability of
any First Priority Document;


 


(ii)           any change in the time, place or manner
of payment of, or in any other term of, all or any portion of the First
Priority Obligations, or any amendment, waiver or other modification, whether
by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any First Priority Document;


 


(iii)          prior to the First Priority Obligations
Payment Date, any exchange, release, voiding, avoidance or non-perfection of
any security interest in any Common Collateral or any other collateral, or any
release, amendment, waiver or other modification, whether by course of conduct
or otherwise, or any refinancing, replacement, refunding or restatement of all
or any portion of the First Priority Obligations or any guarantee or guaranty
thereof; or


 


18

















 


(iv)          any other circumstances that otherwise
might constitute a defense available to, or a discharge of, any Loan Party in
respect of the First Priority Obligations, or of any of the Second Priority
Representative, or any Loan Party, to the extent applicable, in respect of this
Agreement.


 


8.2           Second Priority Obligations Unconditional. 
Subject to compliance with the terms of this Agreement, all rights and
interests of the Second Priority Representative under this Agreement, and all
agreements and obligations of the First Priority Representative, the Loan
Parties, to the extent applicable, hereunder, shall remain in full force and
effect irrespective of:


 


(i)            any lack of validity or enforceability of
any Second Priority Document;


 


(ii)           any change in the time, place or manner
of payment of, or in any other term of, all or any portion of the Second
Priority Obligations, or any amendment, waiver or other modification, whether
by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any Second Priority Document;


 


(iii)          any exchange, release, voiding, avoidance
or non-perfection of any security interest in any Common Collateral, or any
release, amendment, waiver or other modification, whether by course of conduct
or otherwise, or any refinancing, replacement, refunding or restatement of all
or any portion of the Second Priority Obligations or any guarantee or guaranty
thereof; or


 


(iv)          any other circumstances that otherwise
might constitute a defense available to, or a discharge of, any Loan Party in
respect of the Second Priority Obligations, or of any of the First Priority
Representative or any Loan Party, to the extent applicable, in respect of this
Agreement.


 


SECTION
9.  Miscellaneous.


 


9.1           Conflicts.  In the event
of any conflict between the provisions of this Agreement and the provisions of
any First Priority Document or any Second Priority Document, the provisions of
this Agreement shall govern.


 


9.2           Continuing Nature of Provisions. 
This Agreement shall continue to be effective, and shall not be
revocable by any party hereto, until the First Priority Obligation Payment Date
shall have occurred.  This is a
continuing agreement and the First Priority Secured Parties and the Second
Priority Secured Parties may continue, at any time and without notice to the other
parties hereto, to extend credit and other financial accommodations, lend
monies and provide indebtedness to, or for the benefit of, Borrower or any
other Loan Party on the faith hereof.


 


9.3           Amendments; Waivers. 
No amendment or modification of any of the provisions of this Agreement
shall be effective unless the same shall be in writing and signed by the First
Priority Representative and the Second Priority Representative, and, in the
case of amendments or modifications of Sections 3.5, 3.6, 9.5 or 9.6 that
directly affect the rights or duties of any Loan Party, such Loan Party.


 


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9.4           Information Concerning Financial
Condition of the Borrower and  the other Loan Parties.  Each of the Second Priority Representative
and the First Priority Representative hereby assumes responsibility for keeping
itself informed of the financial condition of the Borrower and each of the
other Loan Parties and all other circumstances bearing upon the risk of
nonpayment of the First Priority Obligations or the Second Priority
Obligations.  The Second Priority
Representative and the First Priority Representative hereby agree that no party
shall have any duty to advise any other party of information known to it
regarding such condition or any such circumstances.  In the event the Second Priority
Representative or the First Priority Representative, in its sole discretion,
undertakes at any time or from time to time to provide any information to any other party to
this Agreement, it shall be under no obligation (1) to provide any such
information to such other party or any other party on any subsequent occasion, (2) to
undertake any investigation not a part of its regular business routine, or (3) to
disclose any other information.


 


9.5           Governing Law. 
This Agreement shall be construed in accordance with and governed by the
law of the State of New York, except as otherwise required by mandatory
provisions of law and except to the extent that remedies provided by the laws
of any jurisdiction other than the State of New York are governed by the
laws of such jurisdiction.


 


9.6           Submission to Jurisdiction.  (a) Each
party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement shall affect any right that the any First Priority Secured Party may
otherwise have to bring any action or proceeding relating to this Agreement or
any First Priority Documents against the Borrower or any other Loan Party or
its properties in the courts of any jurisdiction.


 


(b)           The Borrower, each other Loan Party and
the Second Priority Secured Parties hereby irrevocably and unconditionally
waive, to the fullest extent they may legally and effectively do so (x) any
objection they may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (a) of this Section and (y) the defense
of an inconvenient forum to the maintenance of such action or proceeding.


 


(c)           Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 9.7.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.


 


9.7           Notices.  Unless
otherwise specifically provided herein, any notice or other communication
herein required or permitted to be given shall be in writing and may be 


 


20

















 


personally served, telecopied, or sent by overnight
express courier service or United States mail and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of a
telecopy or five (5) days after deposit in the United States mail
(certified, with postage prepaid and properly addressed).  For the purposes hereof, the addresses of the
parties hereto (until notice of a change thereof is delivered as provided in
this Section) shall be as set forth below each party’s name on the signature pages hereof,
or, as to each party, at such other address as may be designated by such party
in a written notice to all of the other parties.


 


9.8           Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of each of
the parties hereto and each of the First Priority Secured Parties and Second
Priority Secured Parties and their respective successors and assigns, and
nothing herein is intended, or shall be construed to give, any other Person any
right, remedy or claim under, to or in respect of this Agreement or any Common
Collateral.  All references to any Loan
Party shall include any Loan Party as debtor-in-possession and any receiver or
trustee for such Loan Party in any Insolvency Proceeding.


 


9.9           Headings.  Section headings
used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.


 


9.10         Severability. 
Any provision of this Agreement held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and
the invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.


 


9.11         Counterparts, Integration; Effectiveness. 
This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Agreement
by telecopy shall be effective as delivery of a manually executed counterpart
of this Agreement.  This Agreement shall
become effective when it shall have been executed by each party hereto.


 


21

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.


 


	
   

  	
  BANK OF AMERICA, N.A., as First Priority
  Representative for and on behalf of the First Priority Secured Parties

  



 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  



 


	
   

  	
  Attention:

  	
   

  



 


	
   

  	
  Telecopy No.:

  	
   

  



 


	
   

  	
  With a copy to:

  	
   

  



 


	
   

  	
  Attention:

  	
   

  



 


	
   

  	
  Telecopy No.

  	
   

  



 


	
   

  	
   

  	
  ,

  
	
   

  	
  as Second Priority Representative for and on behalf of the Second
  Priority Secured Parties 

  



 


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  



 


	
   

  	
  Attention:

  	
   

  



 


	
   

  	
  Telecopy No.:

  	
   

  



 


	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  Attention:

  	
   

  



 


	
   

  	
  Telecopy No.:

  	
   

  
	
   

  	
  [SIGNATURE BLOCKS FOR BORROWER AND OTHER LOAN
  PARTIES]

  



 


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