exv10w10



 






EXHIBIT 10.10


 





CREDIT AGREEMENT




Dated as of November 28, 2001,




as Amended and Restated as of April 10, 2002, as further Amended and Restated as of

December 22, 2005,




Among




COMPASS MINERALS INTERNATIONAL, INC.

(formerly known as SALT HOLDINGS CORPORATION);




COMPASS MINERALS GROUP, INC.,

as US Borrower;




SIFTO CANADA CORP.,

as Canadian Borrower;




SALT UNION LIMITED,

as UK Borrower;




THE LENDERS PARTY HERETO;




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent;




Calyon New York Branch,

as Syndication Agent;




	 	 	 
	Bank of America, N.A.,
	 	The Bank of Nova Scotia,
	as Co-Documentation Agent
	 	as Co-Documentation Agent
	 	 	 
	 
	 	 	 
	J.P. MORGAN SECURITIES INC.,
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,
	as Co-Lead Arranger and Joint Bookrunner
	 	as Co-Lead Arranger and Joint Bookrunner
	 	 	 
	 





 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	ARTICLE I

	 	 	 
	 	 	 	 
	Definitions

	 	 	 
	 	 	 	 
	SECTION 1.01.
	 	Definitions

	 	 	1	 
	SECTION 1.02.
	 	Classification of Loans and Borrowings

	 	 	46	 
	SECTION 1.03.
	 	Terms Generally

	 	 	46	 
	 	 	 
	 	 	 	 
	ARTICLE II

	 	 	 
	 	 	 	 
	Amount and Terms of Credit

	 	 	 
	 	 	 	 
	SECTION 2.01.
	 	Commitments

	 	 	46	 
	SECTION 2.02.
	 	Loans and Borrowings

	 	 	47	 
	SECTION 2.03.
	 	Requests for Borrowings

	 	 	48	 
	SECTION 2.04.
	 	Swingline Loans

	 	 	49	 
	SECTION 2.05.
	 	Letters of Credit

	 	 	51	 
	SECTION 2.06.
	 	Funding of Borrowings

	 	 	56	 
	SECTION 2.07.
	 	Canadian Bankers’ Acceptances

	 	 	57	 
	SECTION 2.08.
	 	Interest Elections

	 	 	61	 
	SECTION 2.09.
	 	Termination and Reduction of Commitments

	 	 	63	 
	SECTION 2.10.
	 	Repayment of Loans and B/As; Evidence of Debt

	 	 	64	 
	SECTION 2.11.
	 	Voluntary Prepayments

	 	 	65	 
	SECTION 2.12.
	 	Mandatory Repayments

	 	 	66	 
	SECTION 2.13.
	 	Fees

	 	 	70	 
	SECTION 2.14.
	 	Interest

	 	 	72	 
	SECTION 2.15.
	 	Alternate Rate of Interest

	 	 	73	 
	SECTION 2.16.
	 	Increased Costs

	 	 	74	 






 









 




Contents,
p. ii


	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	SECTION 2.17.
	 	Break Funding Payments

	 	 	75	 
	SECTION 2.18.
	 	Taxes

	 	 	75	 
	SECTION 2.19.
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs

	 	 	77	 
	SECTION 2.20.
	 	Mitigation Obligations; Replacement of Lenders

	 	 	79	 
	SECTION 2.21.
	 	Collection Allocation Mechanism

	 	 	80	 
	SECTION 2.22.
	 	Redenomination of Sterling

	 	 	82	 
	SECTION 2.23.
	 	Incremental Term Loans

	 	 	83	 
	SECTION 2.24.
	 	Additional Reserve Costs

	 	 	85	 
	SECTION 2.25.
	 	Change in Law

	 	 	85	 
	 	 	 
	 	 	 	 
	ARTICLE III

	 	 	 
	 	 	 	 
	Conditions Precedent to Credit

	 	 	 
	 	 	 	 
	SECTION 3.01.
	 	Execution of Agreement

	 	 	86	 
	SECTION 3.02.
	 	Officer’s Certificate

	 	 	86	 
	SECTION 3.03.
	 	Opinions of Counsel

	 	 	86	 
	SECTION 3.04.
	 	Company Documents; Proceedings

	 	 	87	 
	SECTION 3.05.
	 	Adverse Change, etc.

	 	 	87	 
	SECTION 3.06.
	 	Litigation

	 	 	87	 
	SECTION 3.07.
	 	Approvals

	 	 	87	 
	SECTION 3.08.
	 	Consummation of the Debt Tender Offer, etc.

	 	 	88	 
	SECTION 3.09.
	 	US Collateral and Guaranty Agreement; Foreign Pledge Agreements

	 	 	88	 
	SECTION 3.10.
	 	US Collateral and Guaranty Agreement; Foreign Security Agreements

	 	 	89	 
	SECTION 3.11.
	 	US Collateral Assignment

	 	 	90	 
	SECTION 3.12.
	 	Foreign Guaranty

	 	 	90	 
	SECTION 3.13.
	 	Mortgages

	 	 	90	 
	SECTION 3.14.
	 	Consent Letter

	 	 	92	 






 









 




Contents,
p. iii



	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	SECTION 3.15.
	 	Insurance Certificates

	 	 	92	 
	SECTION 3.16.
	 	Historical Financial Statements; Pro Forma Financial Statements; Projections

	 	 	92	 
	SECTION 3.17.
	 	Payment of Fees

	 	 	93	 
	SECTION 3.18.
	 	Payment of Existing Credit Agreement Indebtedness

	 	 	93	 
	 	 	 
	 	 	 	 
	ARTICLE IV

	 	 	 
	 	 	 	 
	Conditions Precedent to All Credit Events

	 	 	 
	 	 	 	 
	SECTION 4.01.
	 	No Default; Representations and Warranties

	 	 	93	 
	SECTION 4.02.
	 	Notice of Borrowing; Letter of Credit Request

	 	 	94	 
	 	 	 
	 	 	 	 
	ARTICLE V

	 	 	 
	 	 	 	 
	Representations and Warranties

	 	 	 
	 	 	 	 
	SECTION 5.01.
	 	Company Status

	 	 	94	 
	SECTION 5.02.
	 	Company Power and Authority

	 	 	95	 
	SECTION 5.03.
	 	No Violation

	 	 	95	 
	SECTION 5.04.
	 	Litigation

	 	 	95	 
	SECTION 5.05.
	 	Use of Proceeds; Margin Regulations

	 	 	96	 
	SECTION 5.06.
	 	Governmental Approvals

	 	 	96	 
	SECTION 5.07.
	 	Investment Company Act

	 	 	96	 
	SECTION 5.08.
	 	Public Utility Holding Company Act

	 	 	96	 
	SECTION 5.09.
	 	True and Complete Disclosure

	 	 	96	 
	SECTION 5.10.
	 	Financial Condition; Financial Statements; Undisclosed Liabilities; Projections

	 	 	97	 
	SECTION 5.11.
	 	The Security Interests

	 	 	98	 
	SECTION 5.12.
	 	Pension Matters

	 	 	99	 
	SECTION 5.13.
	 	Capitalization

	 	 	100	 
	SECTION 5.14.
	 	Subsidiaries

	 	 	100	 






 









 




Contents,
p. iv



	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	SECTION 5.15.
	 	Intellectual Property, etc.

	 	 	100	 
	SECTION 5.16.
	 	Compliance with Statutes, etc.

	 	 	100	 
	SECTION 5.17.
	 	Environmental Matters

	 	 	101	 
	SECTION 5.18.
	 	Properties

	 	 	101	 
	SECTION 5.19.
	 	Labor Relations

	 	 	101	 
	SECTION 5.20.
	 	Tax Returns and Payments

	 	 	102	 
	SECTION 5.21.
	 	Insurance

	 	 	102	 
	SECTION 5.22.
	 	The Transaction

	 	 	102	 
	SECTION 5.23.
	 	Subordination

	 	 	103	 
	 	 	 
	 	 	 	 
	ARTICLE VI

	 	 	 
	 	 	 	 
	Affirmative Covenants

	 	 	 
	 	 	 	 
	SECTION 6.01.
	 	Information Covenants

	 	 	103	 
	SECTION 6.02.
	 	Books, Records and Inspections

	 	 	106	 
	SECTION 6.03.
	 	Insurance

	 	 	107	 
	SECTION 6.04.
	 	Payment of Taxes

	 	 	108	 
	SECTION 6.05.
	 	Corporate Franchises

	 	 	108	 
	SECTION 6.06.
	 	Compliance with Statutes, etc.

	 	 	108	 
	SECTION 6.07.
	 	Compliance with Environmental Laws

	 	 	108	 
	SECTION 6.08.
	 	Pension Matters

	 	 	108	 
	SECTION 6.09.
	 	Good Repair

	 	 	109	 
	SECTION 6.10.
	 	End of Fiscal Years; Fiscal Quarters

	 	 	109	 
	SECTION 6.11.
	 	Additional Security; Further Assurances

	 	 	109	 
	SECTION 6.12.
	 	Use of Proceeds

	 	 	111	 
	SECTION 6.13.
	 	Permitted Acquisitions

	 	 	111	 
	SECTION 6.14.
	 	Performance of Obligations

	 	 	113	 






 









 




Contents,
p. v



	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	SECTION 6.15.
	 	Maintenance of Company Separateness

	 	 	113	 
	SECTION 6.16.
	 	Contributions

	 	 	113	 
	SECTION 6.17.
	 	Holdings Notes and Permitted Holdings Refinancing Indebtedness

	 	 	113	 
	 	 	 
	 	 	 	 
	ARTICLE VII

	 	 	 
	 	 	 	 
	Negative Covenants

	 	 	 
	 	 	 	 
	SECTION 7.01.
	 	Business

	 	 	114	 
	SECTION 7.02.
	 	Consolidation; Merger; Sale or Purchase of Assets; etc.

	 	 	115	 
	SECTION 7.03.
	 	Liens

	 	 	118	 
	SECTION 7.04.
	 	Indebtedness

	 	 	121	 
	SECTION 7.05.
	 	Advances; Investments; Loans

	 	 	124	 
	SECTION 7.06.
	 	Dividends, etc.

	 	 	126	 
	SECTION 7.07.
	 	Transactions with Affiliates and Unrestricted Subsidiaries

	 	 	129	 
	SECTION 7.08.
	 	Designated Senior Debt

	 	 	130	 
	SECTION 7.09.
	 	Consolidated Interest Coverage Ratio

	 	 	130	 
	SECTION 7.10.
	 	Adjusted Total Leverage Ratio

	 	 	130	 
	SECTION 7.11.
	 	Capital Expenditures

	 	 	130	 
	SECTION 7.12.
	 	Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; Issuances of
Capital Stock; etc.

	 	 	132	 
	SECTION 7.13.
	 	Limitation on Issuance of Capital Stock

	 	 	133	 
	SECTION 7.14.
	 	Limitation on Certain Restrictions on Subsidiaries

	 	 	134	 
	SECTION 7.15.
	 	Limitation on the Creation of Subsidiaries, Joint Ventures and Unrestricted Subsidiaries

	 	 	135	 
	 	 	 
	 	 	 	 
	ARTICLE VIII

	 	 	 
	 	 	 	 
	Events of Default

	 	 	 
	 	 	 	 
	SECTION 8.01.
	 	Payments

	 	 	136	 






 









 




Contents,
p. vi



	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	SECTION 8.02.
	 	Representations, etc.

	 	 	136	 
	SECTION 8.03.
	 	Covenants

	 	 	136	 
	SECTION 8.04.
	 	Default Under Other Agreements

	 	 	136	 
	SECTION 8.05.
	 	Bankruptcy, etc.

	 	 	137	 
	SECTION 8.06.
	 	Pension Matters

	 	 	137	 
	SECTION 8.07.
	 	Security Documents

	 	 	138	 
	SECTION 8.08.
	 	Guaranties

	 	 	138	 
	SECTION 8.09.
	 	Judgments

	 	 	138	 
	SECTION 8.10.
	 	Ownership

	 	 	138	 
	SECTION 8.11.
	 	Remedies Blockage

	 	 	138	 
	 	 	 
	 	 	 	 
	ARTICLE IX

	 	 	 
	 	 	 	 
	Administrative Agent

	 	 	 
	 	 	 	 
	SECTION 9.01.
	 	Appointment

	 	 	139	 
	SECTION 9.02.
	 	Delegation of Duties

	 	 	140	 
	SECTION 9.03.
	 	Exculpatory Provisions

	 	 	140	 
	SECTION 9.04.
	 	Reliance by the Administrative Agent

	 	 	141	 
	SECTION 9.05.
	 	Notice of Default

	 	 	141	 
	SECTION 9.06.
	 	Nonreliance on the Administrative Agent and Other Lenders

	 	 	141	 
	SECTION 9.07.
	 	Indemnification

	 	 	142	 
	SECTION 9.08.
	 	Administrative Agent in its Individual Capacity

	 	 	142	 
	SECTION 9.09.
	 	Holders

	 	 	142	 
	SECTION 9.10.
	 	Resignation of the Administrative Agent

	 	 	143	 
	SECTION 9.11.
	 	Power of Attorney

	 	 	143	 
	SECTION 9.12.
	 	Trustee Provisions

	 	 	144	 






 









 




Contents,
p. vii



	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	ARTICLE X

	 	 	 
	 	 	 	 
	Miscellaneous

	 	 	 
	 	 	 	 
	SECTION 10.01.
	 	Payment of Expenses, etc.

	 	 	144	 
	SECTION 10.02.
	 	Right of Setoff

	 	 	145	 
	SECTION 10.03.
	 	Notices; Authorized Representative

	 	 	146	 
	SECTION 10.04.
	 	Benefit of Agreement

	 	 	147	 
	SECTION 10.05.
	 	No Waiver; Remedies Cumulative

	 	 	151	 
	SECTION 10.06.
	 	Calculations; Computations

	 	 	151	 
	SECTION 10.07.
	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE

	 	 	153	 
	SECTION 10.08.
	 	Counterparts

	 	 	155	 
	SECTION 10.09.
	 	[Reserved]

	 	 	155	 
	SECTION 10.10.
	 	Headings Descriptive

	 	 	155	 
	SECTION 10.11.
	 	Amendment or Waiver, etc.

	 	 	155	 
	SECTION 10.12.
	 	Survival

	 	 	157	 
	SECTION 10.13.
	 	Domicile of Loans and Commitments

	 	 	157	 
	SECTION 10.14.
	 	Confidentiality

	 	 	157	 
	SECTION 10.15.
	 	Waiver of Jury Trial

	 	 	158	 
	SECTION 10.16.
	 	Limitation on Additional Amounts, etc.

	 	 	158	 
	SECTION 10.17.
	 	Judgment Currency

	 	 	158	 
	SECTION 10.18.
	 	Immunity

	 	 	159	 
	SECTION 10.19.
	 	USA Patriot Act

	 	 	159	 






 









 




Contents,
p. viii



	 	 	 
	SCHEDULE I
	 	List of Lenders and Commitments

	SCHEDULE II
	 	Tax Returns and Payments

	SCHEDULE III
	 	Retained Existing Indebtedness

	SCHEDULE IV
	 	Real Properties

	SCHEDULE V
	 	Subsidiaries

	SCHEDULE VI
	 	Insurance

	SCHEDULE VII
	 	Existing Liens

	SCHEDULE VIII
	 	Existing Investments

	SCHEDULE 2.05
	 	Existing Letters of Credit

	SCHEDULE 5.01
	 	Permitted Encumbrances

	SCHEDULE 5.04
	 	Litigation

	SCHEDULE 5.13
	 	Capitalization

	SCHEDULE 5.15
	 	Intellectual Property, etc.

	SCHEDULE 5.16
	 	Compliance with Statutes, etc.

	SCHEDULE 5.17
	 	Environmental Matters

	SCHEDULE 5.19
	 	Labor Relations

	SCHEDULE 7.14
	 	Limitation on Certain Restrictions on Subsidiaries

	SCHEDULE 10.03
	 	Addresses

	 	 	 

	EXHIBIT A-1
	 	Form of Term Note

	EXHIBIT A-2A
	 	Form of US Revolving Note

	EXHIBIT A-2B
	 	Form of Global Revolving Note

	EXHIBIT A-3
	 	Form of Swingline Note

	EXHIBIT B-1
	 	Form of Opinion of Bryan Cave LLP, special counsel to the Credit Parties

	EXHIBIT B-2
	 	Form of Opinion of Fasken Martineau DuMoulin LLP, special Canadian counsel

	 	 	 

	EXHIBIT B-3
	 	Form of Opinion of English counsel

	EXHIBIT C
	 	Form of Officer’s Certificate

	EXHIBIT D
	 	Form of US Collateral and Guaranty Agreement

	EXHIBIT E
	 	Form of US Collateral Assignment

	EXHIBIT F
	 	Form of Foreign Guaranty

	EXHIBIT G
	 	Form of Consent Letter

	EXHIBIT H
	 	Form of Assignment and Assumption Agreement

	EXHIBIT I
	 	Form of Intercompany Note

	EXHIBIT J
	 	Mandatory Costs Rate

	EXHIBIT K
	 	White Salt Sale Description








 










 







     CREDIT AGREEMENT dated as of November 28, 2001, as amended and
restated as of April 10, 2002, as further amended and restated as of December
22, 2005, among COMPASS MINERALS INTERNATIONAL, INC. (formerly known as SALT
HOLDINGS CORPORATION), COMPASS MINERALS GROUP, INC., SIFTO CANADA CORP., SALT
UNION LIMITED, the LENDERS from time to time party hereto and JPMORGAN CHASE
BANK, N.A., as Administrative Agent.



W I T N E S S E T H :




          WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders are
willing to make available to the respective Borrowers the respective credit facilities provided for
herein;



          WHEREAS, subject to and upon the terms and conditions set forth herein, the Existing Credit
Agreement is hereby amended and restated, effective as of the Effective Date, to read in its
entirety as set forth herein;



          NOW, THEREFORE, it is agreed:



ARTICLE I




Definitions




          SECTION 1.01. Definitions. As used herein, the following terms shall have the
meanings herein specified unless the context otherwise requires:



          “Acquired Business” shall mean any Person or business, division or product line
acquired pursuant to a Permitted Acquisition.



          “Acquired EBITDA” shall mean, for any Acquired Business for any period, the
Consolidated EBITDA as determined for such Acquired Business on a basis substantially the same
(with necessary reference changes) as provided in the first sentence of the definition of
Consolidated EBITDA contained herein, except that all references therein and in the component
definitions used in determining Consolidated EBITDA to “the US Borrower and its
Subsidiaries” shall be deemed to be references to the respective Acquired Business. All
calculations of Acquired EBITDA shall be made on a Pro Forma Basis (for such purpose treating (i)
each reference to “Consolidated EBITDA” contained in the definition of Pro Forma Basis as
if it were a reference to “Acquired EBITDA,” (ii) clause (v) of said definition as if same
applied to a determination of Acquired EBITDA for purposes of Section 7.11, and (iii) the text “the
last two fiscal quarters comprising the respective Test Period” appearing in clause (v) of said
definition as if same were a reference to “the trailing twelve month period immediately preceding
the respective Permitted Acquisition” and disregarding subclauses (B) and (C) of clause (v) of said
definition).



          “Acquired Person” shall have the meaning provided in the definition of Permitted
Acquisition.



1









 





          “Additional Lender” shall have the meaning provided in Section 2.23(b).



          “Additional Security and Guaranty Documents” shall have the meaning provided in
Section 6.11(b).



          “Additional Senior Subordinated Note Documents” shall mean the Additional Senior
Subordinated Notes and all other documents executed and delivered with respect to the Additional
Senior Subordinated Notes.



          “Additional Senior Subordinated Notes” shall mean unsecured senior subordinated notes
of the US Borrower (i) that are subordinated to the Loan Document Obligations (A) to the same
extent as, or to a greater extent than, the Existing Senior Subordinated Notes are subordinated to the Loan
Document Obligations or (B) on terms that are market terms on the date of issuance and reasonably
satisfactory to the Administrative Agent, (ii) that do not require any scheduled payment of
principal (including pursuant to a sinking fund obligation) or mandatory redemption or redemption
at the option of the holders thereof (except for redemptions in respect of asset sales and changes
in control on terms that are market terms on the date of issuance) prior to the date that is 91
days after the Term Loan Maturity Date or (unless otherwise provided in the applicable Incremental
Term Loan Amendment), if such Indebtedness is incurred after the US Borrower has obtained any
Incremental Term Loans or while any Commitments from Additional Lenders to make Incremental Term
Loans remain in effect, 91 days after the maturity date for such Incremental Term Loans, unless all
such Incremental Term Loans have been repaid in full, (iii) that contain payment blockage
provisions that are (A) no less favorable to the Lenders than the payment blockage provisions of
the Existing Senior Subordinated Notes or (B) on terms that are market terms on the date of
issuance and reasonably satisfactory to the Administrative Agent and (iv) that otherwise contain
terms and conditions (including the maturity thereof, the interest rate applicable thereto
(provided that Additional Senior Subordinated Notes may bear interest at a rate or be
issued at a discount that together result in a yield that is a market yield at the time of issuance
thereof), amortization, defaults, voting rights, covenants and events of default) that are on terms
that are market terms on the date of issuance.



          “Adjusted Consolidated Net Income” shall mean, for any period, Consolidated Net Income
for such period plus, without duplication, (a) the sum of the amount of all non-cash
charges (including depreciation, amortization, deferred tax expense and non-cash interest expense
but excluding any non-cash charges reflected in Adjusted Consolidated Working Capital) and non-cash
losses that were included in arriving at Consolidated Net Income for such period less (b)
the amount of all non-cash gains (exclusive of items reflected in Adjusted Consolidated Working
Capital) included in arriving at Consolidated Net Income for such period.



          “Adjusted Consolidated Working Capital” shall mean, at any time, Consolidated Current
Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current
Liabilities.



          “Adjusted Total Leverage Ratio” shall mean, on any date, the ratio of (a) Consolidated
Debt on such date to (b) Consolidated EBITDA for the Test Period most recently ended on or prior to
such date. All calculations of the Adjusted Total Leverage Ratio



2









 





shall be made on a Pro Forma Basis, with determinations of Adjusted Total Leverage Ratio to give effect to all adjustments
(including those specified in clauses (iv) and (v)) contained in the definition of “Pro Forma
Basis” contained herein.




          “Administrative Agent” shall mean JPMCB, in its capacity as administrative agent for
the Lenders hereunder (and any successor thereto appointed pursuant to Section 9.10), or, as
applicable, such Affiliates thereof as it shall from time to time designate for the purpose of
performing its obligations hereunder in such capacity, including initially (a) with respect to a
Loan or Borrowing made to the UK Borrower, J.P. Morgan Europe Limited, and (b) with respect to a
Loan or Borrowing made to, or a B/A Drawing drawn by, the Canadian Borrower, JPMorgan Chase Bank,
N.A., Toronto Branch. References to the “Administrative Agent” shall also include J.P.
Morgan Europe Limited, JPMorgan Chase Bank, N.A., Toronto Branch, or any other Affiliate of JPMCB
or any other person designated by JPMCB, in each case acting in its capacity as “Security
Trustee”, “Trustee”, “Agent” or “Collateral Agent” under any Security
Document relating to collateral provided under the laws of any United Kingdom jurisdiction or
Canadian jurisdiction, or acting in any similar capacity under any other Security Document under
the laws of the United States or any other jurisdiction.



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



          “Affected Loans” shall have the meaning provided in Section 2.12(f).



          “Affiliate” shall mean, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common control with such Person;
provided, however, that, for purposes of Section 7.07, an Affiliate of Holdings shall include any Person that
directly or indirectly owns more than 5% of any class of the capital stock of Holdings and any
officer or director of Holdings or any such Person.



          “Agent” shall mean any or all of Calyon New York Branch, Bank of America, N.A., and
The Bank of Nova Scotia.



          “Agreement” shall mean this Credit Agreement, as the same may be from time to time
modified, restated, amended and/or supplemented.



          “Applicable Excess Cash Flow Percentage” shall mean, with respect to any Excess Cash
Flow Payment Date, 75%; provided that so long as no Default or Event of Default is then in
existence, if, on the last day of the relevant Excess Cash Flow Payment Period, the Adjusted Total
Leverage Ratio for the Test Period then most recently ended (as established pursuant to the
officer’s certificate delivered (or required to be delivered) pursuant to Section 6.01(d)) (a) is
less than or equal to 3.25:1.00 but greater than 2.75:1.00, then the Applicable Excess Cash
Flow Percentage shall instead be 50% or (b) is less than or equal to 2.75:1.00, then the
Applicable Excess Cash Flow Percentage shall instead be 0%.



          “Applicable Rate” shall mean, initially, a percentage per annum equal to (a) in the
case of Term Loans maintained as (i) Base Rate Loans, 0.50% and (ii) Eurodollar Loans, 1.50%, (b)
in the case of Revolving Loans maintained as (i) Base Rate Loans, 0.75%, (ii) Canadian Base



3









 





Rate Loans, 0.75%, (iii) Eurodollar Loans, 1.75% and (iv) Canadian Prime Rate Loans, 0.75%, (c) in the
case of Swingline Loans, 0.75%, (d) in the case of B/A Drawings, 1.75%, and (e) in the case of the
Commitment Fee, 0.375%. From and after each day of delivery of any certificate and financial
statements delivered in accordance with the first sentence of the following paragraph indicating a
different margin than that described in the immediately preceding sentence (each, a “Start
Date”) to and including the applicable End Date described below, the Applicable Rate for Term
Loans shall (subject to any adjustment pursuant to the immediately succeeding paragraph) be that
set forth below under the caption “Eurodollar Term Loans” or “Base Rate Term Loans”, as applicable,
and the Applicable Rate for Revolving Loans, Swingline Loans, Letters of Credit, B/A Drawings and
Commitment Fees shall (subject to any adjustment pursuant to the immediately succeeding paragraph)
be that set forth below under the caption “Eurodollar Revolving Loans and B/A Drawings”, “Base Rate
Revolving Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans” or “Commitment Fee”, as
applicable, in each case opposite the Total Leverage Ratio indicated to have been achieved in any
certificate delivered in accordance with the following sentence:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Base Rate	 	 
	 	 	 	 	Eurodollar	 	 	 	Revolving Loans,	 	 
	 	 	 	 	Revolving	 	 	 	Canadian Base	 	 
	 Total	 	 	 	Loans and	 	 	 	Rate Loans and	 	 
	 Leverage	 	Eurodollar	 	B/A	 	Base Rate	 	Canadian Prime	 	Commitment
	 Ratio	 	Term Loans	 	Drawings	 	Term Loans	 	Rate Loans	 	Fee
	 
	Greater than 3.25:1.00
	 	1.75%	 	2.00%	 	0.75%	 	1.00%	 	0.50%
	 
	 	 	 	 	 	 	 	 	 	 
	Less
than or equal to 3.25:1.00 but greater than 1.75:1.00
	 	1.50%	 	1.75%	 	0.50%	 	0.75%	 	0.375%
	 
	 	 	 	 	 	 	 	 	 	 
	Less than or equal to 1.75:1.00
	 	1.50%	 	1.50%	 	0.50%	 	0.50%	 	0.25%






          The Total Leverage Ratio shall be determined based on the delivery of a certificate of
the US Borrower by an Authorized Officer of the US Borrower to the Administrative Agent (with a
copy to be furnished by the Administrative Agent to each Lender), which certificate shall be
accompanied by the financial statements required by Section 6.01(a) or (b) and shall set forth the
calculation of the Total Leverage Ratio (based on such financial statements) as at the last day of
the Test Period ended immediately prior to the relevant Start Date and the Applicable Rates that
shall be thereafter applicable (until same are changed or cease to apply in accordance with the
following sentences). The Applicable Rates so determined shall apply, except as set forth in the
next succeeding sentence, from the relevant Start Date to the earliest of (a) the date on which the
next certificate is delivered to the Administrative Agent or (b) the date that is 45 days following
the last day of the Test Period in which the previous Start



4









 





Date occurred or, if such Test Period is a fiscal year of the US Borrower, 90 days following such last day (such earliest date, the
“End Date”), at which time, if no certificate has been delivered to the Administrative
Agent indicating an entitlement to new Applicable Rates (and thus commencing a new Start Date), the
Applicable Rates shall be those set forth in the table above determined as if the Total Leverage
Ratio were greater than 3.25:1.00 (such Applicable Rates as so determined, the “Highest
Applicable Rates”). Notwithstanding anything to the contrary contained above in this
definition, (a) the Applicable Rates shall be the Highest Applicable Rates at all times during
which there shall exist any Event of Default and (b) prior to the date of delivery of the financial
statements pursuant to Section 6.01(b) for the fiscal year ended December 31, 2005, in no event
shall the Applicable Rates be less than those described in the first sentence of this
definition.




          “Approved Fund” shall have the meaning provided in Section 10.04(b).



          “Asset Sale” shall mean any sale, transfer or other disposition by Holdings or any of
its Subsidiaries to any Person other than Holdings or any Wholly-Owned Subsidiary of Holdings of,
and any Recovery Event with respect to, any asset (including any capital stock or other securities
of another Person, but excluding the sale by such Person of its own capital stock) of Holdings or
such Subsidiary other than (a) sales, transfers or other dispositions of inventory made in the
ordinary course of business, (b) any sale or other disposition of Cash Equivalents in the ordinary
course of business, (c) any merger, consolidation or liquidation permitted by Section 7.02(g) or
(h), (d) any transfer of assets permitted pursuant to Section 7.02(e), (f) or (k), (e) any
transaction permitted pursuant to Section 7.02(j), (f) any sale permitted pursuant to Section
7.02(m), (n) or (q) and (g) any other sale, disposition or Recovery Event (or series of related
sales, dispositions and Recovery Events) that generates Net Sale Proceeds of less than
$1,000,000.



          “Assignment and Assumption Agreement” shall mean the Assignment and Assumption
Agreement substantially in the form of Exhibit H (appropriately completed).



          “Authorized Officer” shall mean, with respect to (a) the delivery of Notices of
Borrowing, Letter of Credit Requests and similar notices, the chief financial officer, the chief
operating officer, any treasurer or other financial officer of the applicable Borrower, (b)
delivery of financial information and officer’s certificates pursuant to this Agreement, the chief
operating officer, the chief financial officer, any treasurer or other financial officer of
Holdings or the US Borrower, as the case may be, and (c) any other matter in connection with this
Agreement or any other Credit Document, any officer (or a person or persons so designated by any
two officers) of the applicable Credit Party, in each case to the extent reasonably acceptable to
the Administrative Agent.



          “B/A” shall mean any instrument, including a bill of exchange within the meaning of
the Bills of Exchange Act (Canada), and a depository bill issued in accordance with the Depository
Bills and Notes Act (Canada), denominated in Canadian Dollars, drawn by the Canadian Borrower and
accepted by a Global Revolving Lender in accordance with the terms of this Agreement.



5









 





          “B/A Drawing” shall mean B/As accepted and purchased on the same date and as to which
a single Contract Period is in effect, including any B/A Equivalent Loans accepted and purchased on
the same date, and as to which a single Contract Period is in effect. For greater certainty, all
provisions of this Agreement that are applicable to B/As are also applicable, mutatis
mutandis, to B/A Equivalent Loans.



          “B/A Equivalent Loan” shall have the meaning provided in Section 2.07(k).



          “Bankruptcy Code” shall have the meaning provided in Section 8.05.



          “Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.



          “Base Rate Loans” shall mean each US Dollar Loan made to the US Borrower and
designated as such by the US Borrower at the time of the incurrence thereof or conversion thereto.



          “Borrowers” shall mean the US Borrower, the Canadian Borrower and the UK Borrower,
collectively.



          “Borrowing” shall mean and include (a) the borrowing of Swingline Loans from the
Swingline Lender on a given date and (b) the borrowing of one Type of Loan pursuant to a single
Tranche by the US Borrower, the Canadian Borrower or the UK Borrower, as the case may be, from all
of the Lenders having Commitments with respect to such Tranche on a pro rata basis on a given date
(or resulting from conversions on a given date), having in the case of Eurodollar Loans the same
Interest Period.



          “Business Day” shall mean (a) for all purposes other than as covered by clause (b) or
(c) below, any day except Saturday, Sunday and any day that shall be in New York City a legal
holiday or a day on which banking institutions are authorized or required by law or other
government action to close, (b) with respect to all notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans, any day that is a Business Day, as
described in clause (a) above that is also a day for trading by and between banks in the applicable
currency in the interbank Eurodollar market, except any day that shall be in London a legal holiday
or a day on which banking institutions are authorized or required by law or other government action
to close, and (c) with respect to all notices and determinations in connection with Loans made to
the Canadian Borrower or B/As and with respect to all payments of principal and interest on Loans
made to the Canadian Borrower and all payments in respect of B/As, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in deposits in Toronto.



          “Calculation Period” shall mean the period of four consecutive fiscal quarters of the
US Borrower (taken as one accounting period) most recently ended prior to the date of the



6









 





respective Permitted Acquisition, Subsidiary Redesignation, Dividend or incurrence of Incremental
Term Loans, as the case may be.




          “CAM” shall mean the mechanism for the allocation and exchange of interests in the
Loans, B/As, participations in Letters of Credit and collections thereunder established under
Section 2.21.



          “CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in
Section 2.21.



          “CAM Exchange Date” shall mean the first date after the Effective Date on which there
shall occur (a) any event described in Section 8.05 with respect to any Borrower or (b) an
acceleration of the maturity of Loans pursuant to Article VIII.



          “CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of
which (a) the numerator shall be the aggregate US Dollar Equivalent (determined on the basis of the
applicable Spot Exchange Rates prevailing on the CAM Exchange Date) of the sum (without duplication) of (i)
the aggregate Loan Document Obligations owed to such Lender, (ii) the LC Exposure, if any, of such
Lender, and (iii) the Swingline Exposure, if any, of such Lender, in each case immediately prior to
the CAM Exchange Date, and (b) the denominator shall be the aggregate US Dollar Equivalent
(determined on the basis of the applicable Spot Exchange Rates prevailing on the CAM Exchange Date)
of the sum (without duplication) of (i) the aggregate Loan Document Obligations owed to all the
Lenders and (ii) the aggregate LC Exposure of all the Lenders, in each case immediately prior to
the CAM Exchange Date; provided that, for purposes of clause (a) above, the Loan Document
Obligations owed to the Swingline Lender will be deemed not to include any Swingline Loans except
to the extent provided in clause (a)(iii) above and the Loan Document Obligations owed to a Letter
of Credit Issuer will be deemed not to include any LC Disbursements except to the extent provided
in clause (a)(ii) above.



          “Canadian Base Rate” shall mean a fluctuating rate of interest per annum which is
equal at all times to the greater of (a) the reference rate of interest (however designated)
announced from time to time by the Administrative Agent as being its reference rate for determining
interest chargeable by it on US Dollar-denominated commercial loans made in Canada and (b) 0.50%
above the Federal Funds Effective Rate from time to time in effect.



          “Canadian Borrower” shall mean Sifto Canada Corp., a corporation continued and
amalgamated under the laws of the province of Nova Scotia, Canada.



          “Canadian Dollar Equivalent” shall mean, at any time for the determination thereof,
the amount of Canadian Dollars that could be purchased with the amount of US Dollars (or any other
foreign currency, as applicable) involved in such computation at the Spot Exchange Rate therefor as
quoted by the Administrative Agent as of 11:00 a.m. (local time) on the date two Business Days
prior to the date of any determination thereof for purchase on such date.



          “Canadian Dollar Letter of Credit” shall mean any Letter of Credit denominated in
Canadian Dollars.



7









 





          “Canadian Dollar LC Exposure” means, at any time, the sum of (a) the US Dollar
Equivalent of the aggregate undrawn and unexpired amount of all outstanding Canadian Dollar Letters
of Credit at such time plus (b) the US Dollar Equivalent of the aggregate principal amount of all
LC Disbursements in respect of Canadian Dollar Letters of Credit that have not yet been reimbursed
at such time.



          “Canadian Dollars” or “C$” shall mean the lawful money of Canada.



          “Canadian Intercompany Loan” shall mean the loan made by the US Borrower to the
Canadian Borrower prior to the Effective Date in the aggregate principal amount of $17,323,877, as
of the date hereof, and assigned by the US Borrower to Subco.



          “Canadian Intercompany Note” shall mean the promissory note issued by the Canadian
Borrower to the US Borrower (and assigned by the US Borrower to Subco) representing amounts owed
under the Canadian Intercompany Loan.



          “Canadian Lending Office” shall mean, as to any Global Revolving Lender, the
applicable branch, affiliate or office of such Global Revolving Lender designated by such Global
Revolving Lender to make Loans to the Canadian Borrower and to accept and purchase or arrange for
the purchase of B/As of the Canadian Borrower; provided that any such branch, affiliate or
office shall be (a) of a bank named in Schedule I or Schedule II to the Bank Act (Canada) or (b) a
branch, affiliate or office either (i) of a financial institution or other entity that is not a
“non-resident of Canada” (as such term is defined in the Canadian Tax Act) or (ii) of a
financial institution that is named on Schedule III to the Bank Act (Canada) and through which an
“authorized foreign bank” (as such term is defined in the Canadian Tax Act) carries on a
Canadian banking business.



          “Canadian LP” shall mean Compass Canada Limited Partnership, a limited partnership
organized under the laws of the Province of Ontario, Canada.



          “Canadian LP Intercompany Loans” shall mean the loans made by Sideco to Canadian LP
prior to the Effective Date in the aggregate principal amount of C$233,370,500.



          “Canadian LP Intercompany Notes” shall mean the promissory notes issued by Canadian LP
to Sideco representing amounts owed under the Canadian LP Intercompany Loans.



          “Canadian Permitted Encumbrances” shall mean Permitted Encumbrances and the Permitted
Liens described in Sections 7.03(a), (b), (c), (f), (g) and (h).



          “Canadian Prime Rate” shall mean, for any day, the rate of interest per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the interest rate per
annum publicly announced from time to time by the Administrative Agent as its reference rate in
effect on such day at its principal office in Toronto for determining interest rates applicable to
commercial loans denominated in Canadian Dollars in Canada (each change in such reference rate
being effective from and including the date such change is publicly announced as being effective)
and (b) the interest rate per annum equal to the sum of (i) the CDOR Rate on such day (or, if such
rate is not so reported on the Reuters Screen CDOR Page, the average of the rate quotes for
bankers’ acceptances denominated in Canadian Dollars with a



8









 





term of 30 days received by the Administrative Agent at approximately 10:00 a.m., Toronto time, on such day (or, if such day is not
a Business Day, on the next preceding Business Day) from one or more banks of recognized standing
selected by it) and (ii) 1.00% per annum.




          “Canadian Revolving Borrowing” shall mean a Borrowing comprised of Canadian Revolving
Loans.



          “Canadian Revolving Credit Exposure” shall mean, at any time, the sum of (a) the US
Dollar Equivalent of the aggregate principal amount of the Canadian Revolving Loans denominated in
Canadian Dollars outstanding at such time, (b) the aggregate principal amount of the Canadian
Revolving Loans denominated in US Dollars outstanding at such time and (c) the US Dollar Equivalent
of the aggregate face amount of the B/As accepted by the Global Revolving Lenders and outstanding
at such time. The Canadian Revolving Credit Exposure of any Global Revolving Lender at any time
shall be such Lender’s Global Revolving Percentage of the total Canadian Revolving Credit Exposure
at such time.



          “Canadian Revolving Loan” shall mean a Loan made by a Global Revolving Lender pursuant
to Section 2.01(c)(ii). Each Canadian Revolving Loan (a) denominated in Canadian Dollars shall be
a Canadian Prime Rate Loan and (b) denominated in US Dollars shall be a Canadian Base Rate Loan or
a Eurodollar Loan.



          “Canadian Tax Act” shall mean the Income Tax Act (Canada) or any successor law
purported to cover the same subject matter, as amended from time to time.



          “Capital Expenditures” shall mean, with respect to any Person, for any period, all
expenditures by such Person that should be capitalized in accordance with GAAP during such period,
including all such expenditures with respect to fixed or capital assets (including expenditures for
maintenance and repairs that should be capitalized in accordance with GAAP) and, without
duplication, the amount of all Capitalized Lease Obligations incurred by such Person during such
period.



          “Capital Lease,” as applied to any Person, shall mean any lease of any property
(whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is
required to be accounted for as a capital lease on the balance sheet of that Person.



          “Capitalized Lease Obligations” shall mean all obligations under Capital Leases of the
US Borrower or any of its Subsidiaries, in each case taken at the amount thereof accounted for as
liabilities in accordance with GAAP.



          “Cash Equivalents” shall mean, as to any Person, (a) US Dollars and, in the case of
any Foreign Subsidiaries of the US Borrower, Euros and such local currencies held by them from time
to time in the ordinary course of business, (b) securities issued or directly and fully guaranteed
or insured by the United States, Canada and Great Britain or any agency or instrumentality thereof
(provided that the full faith and credit of the respective country is pledged in support
thereof) having maturities of not more than six months from the date of acquisition, (c) time
deposits, certificates of deposit, eurodollar time deposits and bankers’ acceptances of any Lender
or any commercial bank having, or that is the principal banking subsidiary of a bank



9









 





holding company organized under the laws of the United States, any State thereof, the District of Columbia
or any foreign jurisdiction having capital, surplus and undivided profits aggregating in excess of
$250,000,000 and having a long-term unsecured debt rating of at least “A-” or the
equivalent thereof from S&P or “A3” or the equivalent thereof from Moody’s, with maturities
of not more than six months from the date of acquisition by such Person, (d) repurchase agreements
with a term of not more than 30 days, involving securities of the types described in preceding
clause (b), and entered into with commercial banks meeting the requirements of preceding clause
(c), (e) commercial paper issued by any Person incorporated in the United States rated at least A-2
or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s and in each
case maturing not more than six months after the date of acquisition by such Person, (f) auction
rate securities rated at least “A” or the equivalent thereof by S&P or at least
“A2” or the equivalent thereof by Moody’s, (g) investments in money market funds
substantially all of whose assets are comprised of securities of the types described in clauses (b)
through (f) above and (h) overnight deposits and demand deposit accounts (in the respective local
currencies) maintained in the ordinary course of business.




          “CDOR Rate” shall mean, on any date, an interest rate per annum equal to the average
discount rate rounded upward to the nearest 1/100th of 1% applicable to bankers’
acceptances denominated in Canadian Dollars with a term of 30 days (for purposes of the definition
of “Canadian Prime Rate”) or with a term equal to the Contract Period of the relevant B/As
(for purposes of the definition of “Discount Rate”) appearing on the Reuters Screen CDOR
Page (as defined in the International Swaps and Derivative Association, Inc. 1991 definitions, as
modified and amended from time to time), or on any successor or substitute page of such Screen, or
any successor to or substitute for such Screen, providing rate quotations comparable to those
currently provided on such page of such Screen, as determined by the Administrative Agent from time
to time, at approximately 10:00 a.m., Toronto time, on such date (or, if such date is not a
Business Day, on the next preceding Business Day).



          “Change in Law” shall mean (a) the adoption of any law, rule or regulation after the
date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Letter of Credit Issuer (or, for purposes of Section 2.16(b), by
any lending office of such Lender or by such Lender’s or the Letter of Credit Issuer’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the date of this Agreement.



          “Change of Control Event” shall mean, (a)(i) any Person or “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as in effect on the
Effective Date), shall have acquired beneficial ownership of 30% or more on a fully diluted basis
of the voting and/or economic interest in Holdings’s capital stock or (ii) the Board of Directors
of Holdings shall cease to consist of a majority of Continuing Directors or (iii) a “change of
control” or similar event shall occur as provided in any Senior Subordinated Notes, Holdings
Notes, Permitted Holdings Refinancing Indebtedness or any Permitted Debt, Disqualified Preferred
Stock or Qualified Preferred Stock or the documentation governing the same to the extent the
outstanding principal amount or liquidation preference, as the case may be, of such Senior
Subordinated Notes, Holdings Notes, Permitted Holdings Refinancing Indebtedness, Permitted Debt,
Disqualified Preferred Stock or Qualified Preferred Stock exceeds $10,000,000



10









 





or (b)(i) Holdings shall cease to own on a fully diluted basis 100% of the economic and voting interest in
the capital stock of the US Borrower, (ii) the US Borrower shall cease to own on a fully diluted
basis 100% of the economic and voting interest in the Canadian Borrower (either directly or through
one or more Wholly-Owned Subsidiaries of the US Borrower) or (iii) the US Borrower shall cease to
own on a fully diluted basis 100% of the economic and voting interest in the UK Borrower (either
directly or through one or more Wholly-Owned Subsidiaries of the US Borrower).




          “CLO” shall have the meaning provided in Section 10.04.



          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the Treasury regulations promulgated thereunder. Section references to the Code are to the Code,
as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory
thereof, supplemental thereto or substituted therefor.



          “Collateral” shall mean all property (whether real or personal, movable or immovable)
with respect to which any security interests have been granted (or purported to be granted)
pursuant to any Security Document, including all Pledged Collateral, all Security Agreement
Collateral, all Mortgaged Property and all cash and Cash Equivalents delivered as collateral
pursuant to any Security Document.



          “Collateral Agent” shall have the meaning provided in the respective Security
Documents.



          “Commitment” shall mean any of the commitments of any Lender hereunder, i.e.,
whether the Term Loan Commitment (or any commitment in respect of any Incremental Term Loans), US
Revolving Loan Commitment or Global Revolving Loan Commitment.



          “Commitment Fee” shall have the meaning provided in Section 2.13(a).



          “Company” shall mean any corporation, limited liability company, partnership or other
business entity (or the adjectival form thereof, where appropriate).



          “Consolidated Current Assets” shall mean, at any time, the current assets of the US
Borrower and its Subsidiaries at such time determined on a consolidated basis.



          “Consolidated Current Liabilities” shall mean, at any time, the current liabilities of
the US Borrower and its Subsidiaries determined on a consolidated basis, but excluding the current
portion of, and accrued but unpaid interest on, any Indebtedness under this Agreement and any other
long-term Indebtedness that would otherwise be included therein.



          “Consolidated Debt” shall mean, at any time, the sum of (without duplication) (a) all
Indebtedness (other than take-or-pay obligations) of the US Borrower and its Subsidiaries as would
be required to be reflected on the liability side of a balance sheet of such Person in accordance
with GAAP as determined on a consolidated basis (excluding all Indebtedness of the US Borrower and
its Subsidiaries of the type described in clause (h) of the definition of Indebtedness), (b)
unreimbursed drawings on all letters of credit issued for the account of the US Borrower or any of
its Subsidiaries and (c) all Contingent Obligations of the US Borrower



11









 





and its Subsidiaries in respect of Indebtedness of other Persons (i.e., Persons other than the US Borrower or any
of its Subsidiaries) of the type referred to in preceding clauses (a) and (b) of this definition;
provided that, for purposes of this definition, the amount available to be drawn under
letters of credit issued for the account of the US Borrower or any of its Subsidiaries (other than
unreimbursed drawings) shall be excluded in making any determination of “Consolidated Debt”
and (iii) with respect to any determination of Consolidated Debt as of any time during the fourth
calendar quarter of any year, the amount of Revolving Loans and Swingline Loans outstanding as of
any such time shall be deemed to be equal to the daily average of the amount of Revolving Loans and
Swingline Loans outstanding during each fiscal quarter of the US Borrower included in the
applicable Test Period most recently ended prior to such date.




          “Consolidated EBIT” shall mean, for any period, the Consolidated Net Income of the US
Borrower and its Subsidiaries for such period, determined on a consolidated basis, before
Consolidated Interest Expense (to the extent deducted in arriving at Consolidated Net Income) and
provision for Taxes based on income for such period, in each case that were included in arriving at
Consolidated Net Income for such period.



          “Consolidated EBITDA” shall mean, for any period, Consolidated EBIT for such period,
adjusted by (a) adding thereto (in each case to the extent deducted in determining Consolidated Net
Income for such period and not already added back in determining Consolidated EBIT) the amount of
(without duplication) all amortization and depreciation and other non-cash items that were deducted
in arriving at Consolidated EBIT for such period (excluding any non-cash item (1) in respect of an
item that was included in Consolidated EBITDA in a prior period during the term of this Agreement
or (2) that represents the write-down or write-off of inventory) and (b) subtracting therefrom the
amount of all cash payments made in such period to the extent that same relate to a non-cash item
incurred in a previous period that was added back to Consolidated EBITDA in such previous period
pursuant to clause (a) above in this definition.



          “Consolidated Fixed Charge Coverage Ratio” shall mean, for any period, the ratio of
(a) Consolidated EBITDA minus Capital Expenditures to (b) Consolidated Fixed Charges for
such period. All calculations of the Consolidated Fixed Charge Coverage Ratio shall be made on a
Pro Forma Basis, with determinations of Consolidated Fixed Charge Coverage Ratio to give effect to
all adjustments (including those specified in clauses (iv) and (v)) contained in the definition of
“Pro Forma Basis” contained herein).



          “Consolidated Fixed Charges” shall mean, for any period, the sum of (without
duplication) (a) Consolidated Interest Expense for such period, (b) the aggregate amount of
scheduled principal payments during such period in respect of Indebtedness that, in accordance with
GAAP constitutes (or, when incurred, constituted) a long-term liability (“Long-Term
Indebtedness”) of the US Borrower and its Subsidiaries (other than the payment at final
maturity of the Senior Subordinated Notes), (c) the aggregate amount of principal payments (other
than scheduled principal payments) made during such period in respect of Long-Term Indebtedness of
the US Borrower and its Subsidiaries to the extent that such payments reduced any scheduled
principal payments that would have become due within one year after the date of the applicable
payment (other than the payment at final maturity of the Senior Subordinated Notes), (d) the
aggregate amount of Taxes based on income paid in cash by Holdings and its Subsidiaries during



12









 





such period and (e) cash Dividends paid by Holdings in respect of Holdings Common Stock during such
period.




          “Consolidated Interest Coverage Ratio” shall mean, for any period, the ratio of
Consolidated EBITDA to Consolidated Interest Expense for such period. All calculations of the
Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis, with determinations of
Consolidated Interest Coverage Ratio to give effect to all adjustments (including those specified
in clauses (iv) and (v)) contained in the definition of “Pro Forma Basis” contained herein.



          “Consolidated Interest Expense” shall mean, for any period, the total consolidated
interest expense of the US Borrower and its Subsidiaries for such period (calculated without regard
to any limitations on the payment thereof) plus, without duplication, (a) that portion of
Capitalized Lease Obligations of the US Borrower and its Subsidiaries representing the interest
factor for such period, and capitalized interest expense, plus (b) the product of (i) the
amount of all cash Dividend requirements (whether or not declared or paid) on Preferred Stock of
Holdings paid, accrued or scheduled to be paid or accrued during such period multiplied by (ii) a
fraction, the numerator of which is one and the denominator of which is one minus the
then-current effective consolidated Federal, state, local and foreign income tax rate (expressed as
a decimal number between one and zero) of Holdings as would be required to be reflected in the
audited consolidated financial statements of Holdings for its most recently completed fiscal year
(whether or not such financial statements are actually prepared), which amounts described in
preceding clause (b) shall be treated as interest expense of the US Borrower and its Subsidiaries
for purposes of this definition regardless of the treatment of such amounts under GAAP,
plus (c) the aggregate amount of all cash Dividends paid by the US Borrower to Holdings for
such period pursuant to Section 7.06(k), in the case of each of clauses (a)-(c) payable or paid in
cash in such period and net of the total consolidated cash interest income of the US Borrower and
its Subsidiaries for such period, but excluding the amortization of (i) any deferred financing
costs and (ii) any costs in respect of any Interest Rate Protection Agreement.



          “Consolidated Net Income” shall mean, for any period, the remainder of (a) the net
after-tax income of the US Borrower and its Subsidiaries determined on a consolidated basis,
without giving effect to (without duplication) (i) (A) any after-tax nonrecurring gains or losses
or after-tax items classified as extraordinary gains or losses and (B) any other nonrecurring cash
and non-cash expenses incurred or payments made by the US Borrower and its Subsidiaries in
connection with the Transaction, (ii) after-tax gains and losses from the sale or disposition of
assets (other than sales or dispositions of inventory, equipment, raw materials and supplies in the
ordinary course of business) by the US Borrower and its Subsidiaries and (iii) expenses of the US
Borrower and its Subsidiaries incurred to replace or repair damage to property of the US Borrower
and its Subsidiaries that is the subject of any non-recurring event referred to in the definition
of the term Recovery Event to the extent such expenses exceed $1,000,000 during any period of four
consecutive fiscal quarters of the US Borrower and to the extent insurance proceeds are not
received in respect thereof minus (b) the aggregate amount of all Dividends paid by the US
Borrower to Holdings for such period pursuant to Section 7.06(c), (e), (f), (h), (i) and (k) (in
each case to the extent that such amounts were not already deducted in determining the net
after-tax income of the US Borrower and its Subsidiaries for such period); provided that
the following items shall be excluded in computing Consolidated Net Income (without



13









 





duplication): (i) the net income or net losses of any Person in which any other Person or Persons (other than the
US Borrower and its Wholly-Owned Subsidiaries) has an equity interest or interests, except to the
extent of the amount of dividends or other distributions actually paid to the US Borrower or such
Wholly-Owned Subsidiaries by such Person during such period, (ii) except for determinations
expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary or all or substantially all of the property or assets of
such Person are acquired by a Subsidiary and (iii) the net income of any Subsidiary to the extent
that the declaration or payment of dividends or similar distributions by such Subsidiary of such
net income is not at the time permitted by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to such Subsidiary.




          “Contingent Obligations” shall mean, as to any Person, any obligation of such Person
guaranteeing or intended to guaranty any Indebtedness, leases, dividends or other obligations
(“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
or (d) otherwise to assure or hold harmless the owner of such primary obligation against loss in
respect thereof; provided, however, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection or standard contractual indemnities
entered into, in each case in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person
is required to perform thereunder) as determined by such Person in good faith.



          “Continuing Directors” shall mean the directors of Holdings on the Effective Date and
each other director if such director’s nomination for the election to the Board of Directors of
Holdings is recommended by a majority of the then Continuing Directors.



          “Contract Period” shall mean, with respect to any B/A, the period commencing on the
date such B/A is issued and accepted and ending on the date 30, 60, 90, 180, 270 or 360 days
thereafter, as the Canadian Borrower may elect (in each case subject to availability);
provided that if such Contract Period would end on a day other than a Business Day, such
Contract Period shall be extended to the next succeeding Business Day.



          “Credit Documents” shall mean this Agreement, each Incremental Term Loan Amendment
(when executed and delivered by the parties thereto), the Notes, each Guaranty and each Security
Document.



          “Credit Event” shall mean the making of a Loan or the issuance, amendment, renewal or
extension of a Letter of Credit or a B/A Drawing.



14









 





          “Credit Party” shall mean, collectively, each US Credit Party and each Foreign Credit
Party.



          “Debt Tender Offer” shall mean the offer to purchase and consent solicitation made by
the US Borrower on November 21, 2005, with respect to all its outstanding Existing Senior
Subordinated Notes, pursuant to which the US Borrower (a) will purchase all the Existing Senior
Subordinated Notes validly tendered and not withdrawn pursuant to such offer to purchase (the
“Tendered Senior Subordinated Notes”), (b) will enter into a supplemental indenture that
amends the Senior Subordinated Note Indenture to eliminate or modify (in a manner reasonably
satisfactory to the Administrative Agent) all the material covenants (including the so-called
restrictive covenants) contained therein and (c) will pay tender premiums, accrued interest and
consent fees in connection with the purchase of the Tendered Senior Subordinated Notes (the
“Debt Tender Premium”), in each case in accordance with the Debt Tender Offer Documents.



          “Debt Tender Offer Documents” shall mean the US Borrower’s Offer to Purchase and
Consent Solicitation Statement dated November 21, 2005, and all other documents executed and
delivered with respect to the Debt Tender Offer.



          “Debt Tender Premium” shall have the meaning provided in the definition of “Debt
Tender Offer”.



          “Default” shall mean any event, act or condition that with notice or lapse of time, or
both, would constitute an Event of Default.



          “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in
effect.



          “Discount Proceeds” shall mean, with respect to any B/A, an amount in Canadian Dollars
(rounded upward, if necessary, to the nearest C$0.01) calculated by multiplying (a) the face amount
of such B/A by (b) the quotient obtained by dividing (i) one by (ii) the sum of (A) one and (B) the
product of (1) the Discount Rate (expressed as a decimal) applicable to such B/A and (2) a fraction
of which the numerator is the Contract Period applicable to such B/A and the denominator is 365,
with such quotient being rounded upward or downward to the fifth decimal place and .000005 being
rounded upward.



          “Discount Rate” shall mean, with respect to a B/A being accepted and purchased on any
day, (a) for a Lender that is a Schedule I Lender, (i) the CDOR Rate applicable to such B/A or,
(ii) if the discount rate for a particular Contract Period is not quoted on the Reuters Screen CDOR
Page, the arithmetic average (as determined by the Administrative Agent) of the percentage discount
rates (expressed as a decimal and rounded upward, if necessary, to the nearest 1/100 of 1%) quoted
to the Administrative Agent by the Schedule I Reference Lenders as the percentage discount rate at
which each such Schedule I Reference Lender would, in accordance with its normal practices, at
approximately 10:00 a.m., Toronto time, on such day, be prepared to purchase bankers’ acceptances
accepted by such Schedule I Reference Lender having a face amount and term comparable to the face
amount and Contract Period of such B/A, and (b) for a Lender that is a Schedule II Lender or a
Schedule III Lender, the lesser of (i) the CDOR



15









 





Rate applicable to such B/A plus 0.10% per
annum and (ii) the percentage discount rate (expressed as a decimal and rounded upward, if
necessary, to the nearest 1/100 of 1%) quoted to the Administrative Agent by the Schedule III Reference Lender as the
percentage discount rate at which such Schedule III Reference Lender would, in accordance with its
normal practices, at approximately 10:00 a.m., Toronto time, on such day, be prepared to purchase
bankers’ acceptances accepted by such Schedule III Reference Lender having a face amount and term
comparable to the face amount and Contract Period of such B/A.




          “Disqualified Preferred Stock” shall mean any Preferred Stock of Holdings other than
Qualified Preferred Stock.



          “Dividend” shall have the meaning provided in the preamble to Section 7.06.



          “Documents” shall mean and include (a) the Credit Documents, (b) the Debt Tender Offer
Documents, (c) the Senior Subordinated Note Documents, (d) the Holdings Notes Documents in respect
of the Holdings Notes, (e) the Canadian Intercompany Note, (f) the UK Intercompany Note, (g) the
Canadian LP Intercompany Notes and (h) all other documents, agreements and instruments executed in
connection with the Transaction.



          “Domestic Subsidiary” shall mean each Subsidiary of Holdings (other than the US
Borrower) incorporated or organized in the United States or any State thereof or the District of
Columbia.



          “Effective Date” shall mean the date on which the conditions specified in Article III
are satisfied (or waived in accordance with Section 10.11).



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



          “End Date” shall have the meaning provided in the definition of “Applicable
Rate.”



          “Environmental Claims” shall mean any and all administrative, regulatory or judicial
actions, suits, demands, demand letters, orders, directives, claims, liens, notices of
non-compliance or violation, investigations or proceedings (hereafter, “Claims”), including
any and all Claims by Governmental Authorities or any other third parties for enforcement, cleanup,
removal, response, or any other remedial actions or seeking, fines, penalties, contribution,
indemnification, cost recovery, natural resource damages compensation or any other damages or
injunctive relief, resulting in any way from or relating to (a) the non-compliance (or alleged
non-compliance) with any Environmental Law or any permit issued under any Environmental Law, (b)
the presence, use, handling, transportation, storage, Release or threatened Release of or exposure
to any Hazardous Materials or (c) the alleged injury or threat of injury to health, safety or the
environment.



          “Environmental Law” shall mean any federal, state, provincial, foreign or local
policy, statute, law, rule, regulation, ordinance, code or rule of common law now or hereafter in
effect and in each case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent, decree or judgment relating to the




16










 





environment, Hazardous Materials, the preservation or reclamation of natural resources or
employee health and safety matters.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder. Section
references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent
provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.




          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that
together with Holdings or a Subsidiary of Holdings would be deemed to be a “single
employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.




          “Euro” shall mean the single currency of the European Union as constituted by the
Treaty on European Union and as referred to in the EMU Legislation.




          “Eurodollar Rate” shall mean (a) relative to any Interest Period for a Borrowing of a
Eurodollar Loan, (i) the interest rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) for deposits in US Dollars in respect of US Dollar Loans and for deposits in Sterling
in respect of Sterling Loans for a period equal to the relevant Interest Period that appears on
Telerate Page 3750 (or any successor page) at approximately 11:00 a.m. (London time) on the date
that is two Business Days prior to the commencement of such Interest Period for a term comparable
to such Interest Period, (ii) to the extent that an interest rate is not ascertainable pursuant to
preceding clause (i), the interest rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) for deposits in US Dollars for a period equal to the relevant Interest Period that
appears on the Reuters Screen LIBO Page (or any successor page) (or, if more than one such rate
appears on such page, the arithmetic mean of all such rates) at approximately 11:00 a.m. (London
time) on the date that is two Business Days prior to the commencement of such Interest Period for a
term comparable to such Interest Period or (iii) to the extent that an interest rate is not
ascertainable pursuant to preceding clause (i) or (ii), the arithmetic average (rounded upwards, if
necessary, to the nearest 1/100 of 1%) of the offered quotation to first-class banks in the London
interbank Eurodollar market by the Administrative Agent for deposits in US Dollars in respect of US
Dollar Loans and for deposits in Sterling in respect of Sterling Loans of amounts in immediately
available funds comparable to the outstanding principal amount of the Eurodollar Loan of the
Administrative Agent with terms comparable to the Interest Period applicable to such Eurodollar
Loan commencing two Business Days thereafter as of 11:00 a.m. (London time) on the date that is two
Business Days prior to the commencement of such Interest Period, divided (in any case) by (b) a
percentage equal to 100% minus the then stated maximum rate of all reserve requirements
(including any marginal, emergency, supplemental, special or other reserves required by applicable
law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding
or liabilities as defined in Regulation D (or any successor category of liabilities under
Regulation D) or in effect in Canada or the United Kingdom and to which Global Revolving Lenders,
as applicable, are subject for any category of deposits or liabilities customarily used to fund
loans in the applicable currency or by reference to which interest rates applicable to loans in the
applicable currency are determined in the applicable jurisdiction.




17









 








          “Event of Default” shall have the meaning provided in Article VIII.




          “Excess Cash Flow” shall mean, for any period, the remainder of (a) the sum of (i)
Adjusted Consolidated Net Income for such period, and (ii) the decrease (expressed as a positive
number), if any, in Adjusted Consolidated Working Capital (other than as a result of a
reclassification of assets and liabilities from short to long-term or vice versa) from the first
day to the last day of such period, minus (b) the sum of (i) the amount of Capital
Expenditures made by the US Borrower and its Subsidiaries on a consolidated basis during such
period pursuant to and in accordance with Sections 7.11(a) and (b), except to the extent financed
with the proceeds of Indebtedness (other than the proceeds of Revolving Loans or Swingline Loans)
or pursuant to Capitalized Lease Obligations, (ii) the aggregate amount of permanent principal
payments of Indebtedness for borrowed money of the US Borrower and its Subsidiaries and the
permanent repayment of the principal component of Capitalized Lease Obligations of the US Borrower
and its Subsidiaries (excluding (A) payments with proceeds of asset sales, (B) payments with the
proceeds of Indebtedness or equity and (C) payments of Loans, B/As or other Obligations;
provided that repayment of Loans shall be deducted in determining Excess Cash Flow if such
payments were required as a result of a Scheduled Repayment under Section 2.12(b)) during such
period, (iii) the increase (expressed as a positive number), if any, in Adjusted Consolidated
Working Capital (other than as a result of a reclassification of assets and liabilities from short
to long-term or vice versa) from the first day to the last day of such period, (iv) without
duplication of amounts deducted in the preceding clauses (b)(i), (ii) and (iii), the amount of cash
expended in respect of Permitted Acquisitions during such period, except to the extent financed
with Indebtedness, equity or Net Sale Proceeds of Asset Sales (in the case of such Net Sales
Proceeds, to the extent the amount of prepayments required pursuant to Section 2.12(c) is reduced
as a result of such Permitted Acquisitions having been made) and (v) the aggregate amount of
Dividends paid by the US Borrower pursuant to Section 7.06(j) during such period.




          “Excess Cash Flow Payment Date” shall mean the date occurring 90 days after the last
day of a fiscal year of the US Borrower (beginning with the US Borrower’s fiscal year ending on
December 31, 2006).




          “Excess Cash Flow Payment Period” shall mean, with respect to the repayment required
on any Excess Cash Flow Payment Date, the fiscal year of the US Borrower immediately preceding such
Excess Cash Flow Payment Date.




          “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lenders,
the Letter of Credit Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income (including alternative minimum tax) by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office
is located or in which it is engaged in business or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c)
in the case of a Non-US Lender or a Foreign Lender (other than an assignee pursuant to a request by
a Borrower under Section 2.20(b) or 10.11(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Non-US Lender or Foreign Lender at the time such Non-US Lender or
Foreign Lender becomes a party to this Agreement (or

18









 








designates a new lending office), except to the extent that such Non-US Lender or Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office
(or assignment), to receive additional amounts from the Borrowers with respect to any withholding
tax pursuant to Section 2.18(a), or (ii) is attributable to such Non-US Lender’s or Foreign
Lender’s failure to comply with Section 2.18(e) or 2.18(f), as applicable.




          “Existing Credit Agreement” shall mean the Credit Agreement, dated as of November 28,
2001, as amended and restated as of April 10, 2002, as further amended prior to the date hereof,
among Holdings, the Borrowers, the lenders party thereto, the Administrative Agent, JPMorgan Chase
Bank, N.A., Toronto Branch, and J.P. Morgan Europe Limited.




          “Existing Credit Agreement Indebtedness” shall mean all principal, interest and all
other amounts owing under the Existing Credit Agreement and any other obligations related thereto.




          “Existing Letters of Credit” shall mean each letter of credit previously issued for
the account of, or guaranteed by, any Borrower or any Subsidiary of any Borrower that (a) is
outstanding on the Effective Date and (b) is listed on Schedule 2.05.




          “Existing Senior Subordinated Notes” shall mean $325,000,000 in aggregate principal
amount of 10% senior subordinated notes due 2011 of the US Borrower that remained outstanding on
the Effective Date immediately prior to the consummation of the Debt Tender Offer.




          “Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.




          “Foreign Credit Party” shall mean the Canadian Borrower, the UK Borrower and each
other Guarantor that is also a Foreign Subsidiary of Holdings.




          “Foreign Guaranty” shall have the meaning provided in Section 3.12.




          “Foreign Lender” shall mean, as to the Canadian Borrower, any Lender that is a
non-resident of Canada for purposes of the Canadian Tax Act and not an “authorized foreign bank”
under the Canadian Tax Act, and as to the UK Borrower, any Lender that is neither a resident in the
United Kingdom nor liable for the United Kingdom corporation tax with respect to any payment to be
made by or on account of any obligation of the UK Borrower.




          “Foreign Mortgaged Property” shall mean any Mortgaged Property located outside the
United States or any State thereof.




19









 








          “Foreign Obligations” shall mean the Loan Document Obligations that constitute Foreign
Obligations (as defined in the Foreign Guaranty).




          “Foreign Pension Plan” shall mean any plan, fund (including any superannuation fund)
or other similar program established or maintained outside the United States of America by Holdings
or any one or more of its Subsidiaries primarily for the benefit of employees of Holdings or any of
its Subsidiaries residing outside the United States of America, which plan, fund or other similar
program provides, or results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which plan is not subject to
ERISA or the Code.




          “Foreign Perfection Certificate” shall mean a certificate in the form attached to each
Foreign Security Agreement, with such modifications to such form as the Collateral Agent may
reasonably request, or any other form approved by the Collateral Agent.




          “Foreign Pledge Agreements” shall have the meaning provided in Section 3.09.




          “Foreign Security Agreements” shall have the meaning provided in Section 3.10.




          “Foreign Subsidiary” shall mean, as to any Person, each Subsidiary of such Person that
is not a Domestic Subsidiary.




          “Foreign Unrestricted Subsidiary” shall mean each Unrestricted Subsidiary that is
incorporated under the laws of any jurisdiction other than the United States, any State thereof or
the District of Columbia.




          “GAAP” shall mean generally accepted accounting principles in the United States of
America as in effect from time to time; it being understood and agreed that determinations in
accordance with GAAP for purposes of Article VII, including defined terms as used therein, are
subject (to the extent provided therein) to Section 10.06(a).




          “Global Revolving Borrowing” shall mean a Borrowing comprised of Global Revolving
Loans.




          “Global Revolving Credit Exposure” shall mean, at any time, the sum of the outstanding
principal amount of (a) Global US Revolving Loans, (b) Canadian Revolving Loans and (b) UK
Revolving Loans. The Global Revolving Credit Exposure of any Global Revolving Lender at any time
shall be such Lender’s Global Revolving Percentage of the total Global Revolving Credit Exposure at
such time.




          “Global Revolving Lender” shall mean a Lender with a Global Revolving Loan Commitment
or with any outstanding Global Revolving Loans or B/A Drawings.




          “Global Revolving Loan” shall mean a Loan made by a Global Revolving Lender pursuant
to Section 2.01(c).




          “Global Revolving Loan Commitment” shall mean, with respect to each Global Revolving
Lender, the commitment of such Lender to make Global Revolving Loans hereunder

20









 








during the Revolving Availability Period and to accept and purchase or arrange for the
purchase of B/As pursuant to Section 2.07, expressed as an amount expressed in US Dollars
representing the maximum potential aggregate amount of such Lender’s Global Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
2.09 or 2.20(b) and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 10.04 or 10.11(b). The initial amount of each Global Revolving
Lender’s Global Revolving Loan Commitment is set forth opposite such Lender’s name in Schedule I
directly below the column entitled “Global Revolving Loan Commitment”, or in the Assignment
and Assumption Agreement pursuant to which such Lender shall have assumed its Global Revolving Loan
Commitment, as applicable. The initial aggregate amount of the Global Revolving Lenders’ Global
Revolving Loan Commitments is $50,000,000.




          “Global Revolving Note” shall mean a promissory note substantially in the form of
Exhibit A-2B with blanks appropriately completed in conformity herewith.




          “Global Revolving Percentage” shall mean, with respect to any Global Revolving Lender,
the percentage of the total Global Revolving Loan Commitments represented by such Lender’s Global
Revolving Loan Commitment. If a calculation involving the Global Revolving Percentage is required
to be made after the Global Revolving Loan Commitments have terminated or expired, the Global
Revolving Percentages shall be determined based upon the Global Revolving Loan Commitments most
recently in effect, giving effect to any assignments.




          “Global Total Revolving Loan Commitment” shall mean, at any time, the sum of the
Global Revolving Loan Commitments of each of the Global Revolving Lenders at such time.




          “Global Total Unutilized Revolving Loan Commitment” shall mean, at any time, (a) the
Global Total Revolving Loan Commitment at such time less (b) the sum of the total Global
Revolving Credit Exposures of all the Global Revolving Lenders at such time.




          “Global US Revolving Borrowing” shall mean a Borrowing comprised of Global US
Revolving Loans.




          “Global US Revolving Loan” shall mean a Loan made by a Global Revolving Lender
pursuant to Section 2.01(c)(i).




          “Governmental Authority” shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




          “GSL” shall mean GSL Corporation, a Delaware corporation and Wholly-Owned Subsidiary
of the US Borrower.




          “GSLM” shall mean Great Salt Lake Minerals Corporation, a Delaware corporation and
Wholly-Owned Subsidiary of the US Borrower.




21









 








          “Guaranties” shall mean and include each of the US Collateral and Guaranty Agreement,
the Foreign Guaranty and each Additional Security and Guaranty Document that is a guaranty
agreement entered into pursuant to Section 6.11 and/or 6.12.




          “Guarantors” shall mean and include each of Holdings and the US Borrower (in their
capacity as a guarantor under the US Collateral and Guaranty Agreement), the Canadian Borrower and
the UK Borrower (in their capacity as guarantor under the Foreign Guaranty) and each of the other
Subsidiaries of Holdings that has executed the US Collateral and Guaranty Agreement or the Foreign
Guaranty on the Effective Date and any other Subsidiary of Holdings that has entered into the US
Collateral and Guaranty Agreement or the Foreign Guaranty pursuant to Sections 6.11 and/or 6.12




          “Hazardous Materials” shall mean (a) any petrochemical or petroleum products or
byproducts, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, and radon gas; and (b) any chemicals, materials or substances prohibited, limited or
regulated by or pursuant to any Environmental Law.




          “Highest Applicable Rates” shall have the meaning provided in the definition of the
term Applicable Rate.




          “Holdings” shall mean Compass Minerals International, Inc., a Delaware corporation.




          “Holdings Common Stock” shall mean the common stock of Holdings, having a par value of
$0.01 per share.




          “Holdings Indentures” shall mean the Holdings 2012 Notes Indenture and the Holdings
2013 Notes Indenture.




          “Holdings Notes” shall mean the Holdings 2012 Notes and the Holdings 2013 Notes.




          “Holdings Notes Documents” shall mean (a) the Holdings Notes and the Holdings
Indentures and all other documents executed and delivered with respect to the Holdings Notes, as in
effect on the date hereof as the same may hereafter be amended, modified or supplemented from time
to time in accordance with the requirements hereof and thereof, and (b) all notes evidencing any
Permitted Holdings Refinancing Indebtedness, any indenture or other agreement governing the terms
of the Permitted Holdings Refinancing Indebtedness and all other documents executed and delivered
with respect to the foregoing documents, as in effect on the date such Permitted Holdings
Refinancing Indebtedness is first incurred and as the same may be amended, modified or supplemented
from time to time in accordance with the requirements hereof and thereof.




          “Holdings 2012 Notes” shall mean the 12 3/4% senior discount notes due 2012 issued by
Holdings (a) prior to the Effective Date or (b) after the Effective Date in respect of accrued
interest on the notes referred to in clause (a) above or this clause (b).




22









 








          “Holdings 2012 Notes Indenture” shall mean the Indenture dated as of December 20,
2002, between Holdings, as Issuer, and The Bank of New York, as Trustee, as in effect on such date
and as thereafter amended, modified or supplemented from time to time in accordance with the
requirements hereof and thereof, including amendments, modifications and supplements effected by
the First Supplemental Indenture dated as of May 21, 2003.




          “Holdings 2013 Notes” shall mean the 12% subordinated discount notes due 2013 issued
by Holdings (a) prior to the Effective Date or (b) after the Effective Date in respect of accrued
interest on the notes referred to in clause (a) above or this clause (b).




          “Holdings 2013 Notes Indenture” shall mean the Indenture dated as of May 22, 2003,
between Holdings, as Issuer, and The Bank of New York, as Trustee, as in effect on such date and as
thereafter amended, modified or supplemented from time to time in accordance with the requirements
hereof and thereof.




          “Incremental Term Loan Amendment” shall have the meaning provided in Section 2.23(b).




          “Incremental Term Loan Commitments” shall have the meaning provided in Section
2.23(b).




          “Incremental Term Loans” shall have the meaning provided in Section 2.23(a).




          “Indebtedness” of any Person shall mean, without duplication, (a) all indebtedness of
such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) the deferred purchase price of assets or services payable to the
sellers thereof or any of such seller’s assignees that in accordance with GAAP would be shown as a
long-term liability on the liability side of the balance sheet of such Person but excluding
deferred rent as determined in accordance with GAAP, (d) the face amount of all letters of credit
issued for the account of such Person and, without duplication, all drafts drawn thereunder, (e)
the face amount of all bankers’ acceptances and all obligations of such Person, contingent or
otherwise, in respect of bankers’ acceptances, (f) all Indebtedness of a second Person secured by
any Lien on any property owned by such first Person, whether or not such Indebtedness has been
assumed, (g) all Capitalized Lease Obligations of such Person, (h) all obligations under Interest
Rate Protection Agreements and other Swap Agreements and (i) all Contingent Obligations of such
Person in respect of Indebtedness of others; provided that Indebtedness shall not include
account payables and accrued expenses, in each case arising in the ordinary course of business.




          “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.




          “Intercompany Loan” shall have the meaning provided in Section 7.05(f).




          “Intercompany Notes” shall mean promissory notes, in the form of Exhibit I, evidencing
Intercompany Loans.




          “Interest Election Request” shall mean a request by a Borrower to convert or continue
a Borrowing or B/A Drawing in accordance with Section 2.08.




23









 








          “Interest Payment Date” shall mean (a) with respect to any Base Rate Loan (other than
a Swingline Loan), Canadian Prime Rate Loan or Canadian Base Rate Loan, the last day of each March,
June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months’ duration after the first day
of such Interest Period and (c) with respect to any Swingline Loan, the day that such Loan is
required to be repaid; provided that if any such Interest Payment Date referred to in
clause (a) or (c) above is not a Business Day, the “Interest Payment Date” shall be the next
succeeding Business Day.




          “Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter (or nine or twelve months
thereafter if, at the time of the relevant Borrowing, all Lenders participating therein agree to
make an interest period of such duration available), as the applicable Borrower may elect;
provided, that (a) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day, and (b) any Interest
Period that commences on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the last calendar month of such Interest Period) shall end on
the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of such Borrowing.




          “Interest Rate Protection Agreement” shall mean any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or
other similar agreement or arrangement.




          “Investment” shall have the meaning provided in the preamble to Section 7.05.




          “Joint Venture” shall mean any Person, other than an individual or a Wholly-Owned
Subsidiary of the US Borrower, (a) in which the US Borrower or any of its Subsidiaries holds or
acquires an ownership interest (whether by way of capital stock, partnership or limited liability
company interest, or other evidence of ownership) and (b) that is engaged in a Permitted Business.




          “JPMCB” shall mean JPMorgan Chase Bank, N.A. and any successor thereto.




          “Judgment Currency” shall have the meaning provided in Section 10.17(a).




          “Judgment Currency Conversion Date” shall have the meaning provided in Section
10.17(a).




          “LC Disbursement” shall mean a payment made by the Letter of Credit Issuer pursuant to
a Letter of Credit.




24









 








          “LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of
all outstanding Letters of Credit denominated in US Dollars at such time plus (b) the
aggregate amount of all LC Disbursements that were made in US Dollars and have not yet been
reimbursed by or on behalf of the US Borrower at such time plus (c) the Canadian Dollar LC Exposure
at such time. The LC Exposure of any Revolving Lender at any time shall be its US Revolving
Percentage of the total LC Exposure at such time.




          “LC Reserve Account” shall have the meaning provided in Section 2.21(c).




          “Leasehold” of any Person shall mean all of the right, title and interest of such
Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or
fixtures.




          “Lender Default” shall mean (a) the refusal (that has not been retracted) of a Lender
to make available its portion of any Borrowing or B/A Drawing or to fund its portion of any
unreimbursed payment under Section 2.05 or (b) a Lender having notified the Administrative Agent
and/or any Borrower that it does not intend to comply with the obligations under Section 2.01 or
2.05, in the case of either clause (a) or (b) above as a result of the appointment of a receiver or
conservator with respect to such Lender at the direction or request of any regulatory agency or
authority.




          “Lenders” means the Persons listed on Schedule I and any other Person that shall have
become a party hereto pursuant to Section 10.04 or 2.23, other than any such Person that ceases to
be a party hereto pursuant to Section 10.04. Unless the context otherwise requires, the term
“Lenders” includes the Swingline Lender.




          “Letter of Credit” shall mean any letter of credit issued pursuant to this Agreement
and each Existing Letter of Credit.




          “Letter of Credit Issuer” shall mean (a) JPMCB and any other Lender that, at the
request of the US Borrower and with the consent of the Administrative Agent, agrees in such
Lender’s sole discretion to become a Letter of Credit Issuer for purposes of issuing Letters of
Credit pursuant to Article II and (b) with respect to each Existing Letter of Credit, the Lender
that issued such Existing Letter of Credit. The Letter of Credit Issuer may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the Letter of Credit
Issuer, in which case the term “Letter of Credit Issuer” shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate; provided that any such
arrangement shall not relieve or reduce the Letter of Credit Issuer’s obligation to issue Letters
of Credit hereunder.




          “Letter of Credit Request” shall have the meaning provided in Section 2.05(b).




          “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien, hypothec
or charge of any kind (including any agreement to give any of the foregoing, any conditional sale
or other title retention agreement, any financing or similar statement or notice filed under the
UCC or any similar recording or notice statute, and any lease having substantially the same effect
as the foregoing).




25









 








          “Loan” shall mean each Term Loan, each Incremental Term Loan, each Revolving Loan and
each Swingline Loan.




          “Loan Document Obligations” shall mean the Obligations described in clauses (a), (b)
and (c) of the definition of the term Obligations contained in the US Collateral and Guaranty
Agreement.




          “Local Time” shall mean (a) with respect to a Loan or Borrowing made to the US
Borrower, New York City time, (b) with respect to a Loan or Borrowing made to the Canadian Borrower
or a B/A, Toronto time and (c) with respect to a Loan or Borrowing made to the UK Borrower, London
time.




          “Material Adverse Effect” shall mean a material adverse effect on (a) the business,
condition (financial or otherwise), prospects or results of operations of the US Borrower and its
Subsidiaries taken as a whole or Holdings and its Subsidiaries taken as a whole, in each case since
December 31, 2004, (b) the ability of any Credit Party to perform any of its obligations under any
Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document.




          “Maturity Date,” with respect to any Tranche of Loans, shall mean the Term Loan
Maturity Date, the Revolving Loan Maturity Date or the Swingline Expiry Date, as the case may be.




          “Maximum Permitted Consideration” shall mean, with respect to any Permitted
Acquisition, the sum (without duplication) of (a) the aggregate liquidation preference of Preferred
Stock issued by Holdings as consideration in connection with such Permitted Acquisition, (b) the
aggregate principal amount of Permitted Acquired Debt acquired or assumed by Holdings or any of its
Subsidiaries in connection with such Permitted Acquisition, (c) the aggregate principal amount of
all cash paid (or to be paid) by Holdings or any of its Subsidiaries in connection with such
Permitted Acquisition (including payments of fees and costs and expenses in connection therewith),
(d) the aggregate principal amount of all other Indebtedness assumed, incurred and/or issued in
connection with such Permitted Acquisition and (e) the fair market value (determined in good faith
by senior management of Holdings) of all other consideration payable in connection with such
Permitted Acquisition (other than Holdings Common Stock).




          “Moody’s” shall mean Moody’s Investors Service, Inc.




          “Mortgage” shall mean a mortgage, leasehold mortgage, deed of trust, leasehold deed of
trust, deed to secure debt, leasehold deed to secure debt or similar security instrument (or an
amendment, a supplement or an other modification to any of the foregoing).




          “Mortgage Policy” shall mean a mortgage title insurance policy or a binding commitment
with respect thereto or an endorsement to an existing mortgage title insurance policy on any
Mortgaged Property.




          “Mortgaged Property” shall mean any Real Property owned or leased by a Credit Party
that is encumbered (or required hereunder to be encumbered) by a Mortgage.




26









 








          “Multiemployer Plan” shall mean any multiemployer plan as defined in Section
4001(a)(3) of ERISA and that is a pension plan as defined in Section 3(2) of ERISA that is
maintained or contributed to by (or to which there is an obligation to contribute of) Holdings, a
Subsidiary of Holdings or an ERISA Affiliate, and each such plan for the five-year period
immediately following the latest date on which Holdings, a Subsidiary of Holdings or an ERISA
Affiliate maintained, contributed to or had an obligation to contribute to such plan.




          “NASC” shall mean North American Salt Company, a Delaware corporation and Wholly-Owned
Subsidiary of the US Borrower.




          “Net Cash Proceeds” shall mean for any event requiring a repayment of Term Loans
pursuant to Section 2.12 (other than from any Asset Sale), the gross cash proceeds (including any
cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise,
but only as and when received) received from such event, net of reasonable transaction costs
(including, as applicable, any underwriting, brokerage or other customary commissions and
reasonable legal, advisory and other fees and expenses associated therewith) received from any such
event.




          “Net Sale Proceeds” shall mean for any sale of assets or Recovery Event, the gross
cash proceeds (including any cash received by way of deferred payment pursuant to a promissory
note, receivable or otherwise, but only as and when received, and insurance proceeds received in
respect of such Recovery Event) received from such sale of assets or Recovery Event, net of (a)
reasonable transaction costs (including any underwriting, brokerage or other customary selling
commissions and reasonable legal, advisory and other fees and expenses, including title and
recording expenses, associated therewith) and payments of unassumed liabilities relating to the
assets sold at the time of, or within 30 days after, the date of such sale or Recovery Event, (b)
the amount of such gross cash proceeds required to be used to repay any Indebtedness (other than
Indebtedness of the Lenders pursuant to this Agreement) that is secured by the respective assets
that were sold or subject to such Recovery Event and (c) the estimated marginal increase in income
taxes that will be payable by Holdings’s consolidated group with respect to the fiscal year in
which the sale or Recovery Event occurs as a result of such sale or Recovery Event;
provided, however, that such gross proceeds shall not include any portion of such
gross cash proceeds that Holdings determines in good faith should be reserved for post-closing
adjustments (including indemnification payments), it being understood and agreed that on the day
that all such post-closing adjustments have been determined (which shall not be later than six
months following the date of the respective asset sale), the amount (if any) by which the reserved
amount in respect of such sale or disposition exceeds the actual post-closing adjustments payable
by Holdings or any of its Subsidiaries shall constitute Net Sale Proceeds on such date received by
Holdings and/or any of its Subsidiaries from such sale, lease, transfer or other disposition. The
parties hereto acknowledge and agree that Net Sale Proceeds shall not include any trade-in-credits
or purchase price reductions received by Holdings or any of its Subsidiaries in connection with an
exchange of equipment for replacement equipment that is the functional equivalent of such exchanged
equipment.




          “Newco” shall mean Compass Minerals Canada Inc., a Nova Scotia limited company and
direct Wholly-Owned Subsidiary of NSULC1.




27









 








          “Non-Credit Party” shall mean any Subsidiary of Holdings that is not a Credit Party.




          “Non-Defaulting Lender” shall mean each Lender other than a Defaulting Lender.




          “Non-US Lender” shall have the meaning provided in Section 2.18(e).




          “Non-Wholly-Owned Entity” shall have the meaning provided in the definition of
Permitted Acquisition.




          “Note” shall mean each Term Note, each US Revolving Note, each Global Revolving Note
and/or each Swingline Note, as the context may require.




          “Notice of Borrowing” shall mean a request by a Borrower for a Borrowing in accordance
with Section 2.03.




          “Notice/Payment Office” shall mean (a) except as provided in clauses (b), (c) and (d)
below, the office of the Administrative Agent, located at 1111 Fannin, 10th Floor, Houston, Texas
77002, Attention: Nadine McCutcheon, or such other office or offices as the Administrative Agent
may designate in writing to the Borrowers and the Lenders from time to time, (b) in the case of
Letters of Credit, the office of the respective Letter of Credit Issuer designated in writing by
such Letter of Credit Issuer, with a copy to the Administrative Agent at 1111 Fannin, 10th Floor,
Houston, Texas 77002, Attention: Nadine McCutcheon, (c) in the case of B/As and Canadian Revolving
Loans, the office of the Administrative Agent at Royal Bank Plaza, South Tower, Floor 18, Toronto,
M5J 2J2, Canada, Ontario, Attention: Amanda Vidulich, Phone: 416-981-9235, Fax: 416-981-9128, or
as otherwise designated in writing by the Administrative Agent to the US Borrower, with a copy (in
each case) to the Administrative Agent at 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention:
Nadine McCutcheon and (d) in the case of UK Revolving Loans, the office of the Administrative
Agent at 125 London Wall, London, UK, Attention: Ching Loh, Phone: +44 207 777 2434, Fax: +44 207
777 2360, or as otherwise designated in writing by the Administrative Agent to the US Borrower,
with a copy to the Administrative Agent at 1111 Fannin, 10th Floor, Houston, Texas 77002,
Attention: Nadine McCutcheon.




          “NSULC1” shall mean NASC Nova Scotia Company, a Nova Scotia unlimited liability
company and direct Wholly-Owned Subsidiary of NASC.




          “Obligation Currency” shall have the meaning provided in Section 10.17(a).




          “Obligations” shall have the meaning provided in the US Collateral and Guaranty
Agreement.




          “Other Taxes” shall mean any and all present or future recording, stamp, documentary,
excise, transfer, sales or similar taxes, charges or levies arising from any payment made under any
Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to,
any Credit Document.




          “Participant” shall have the meaning provided in Section 2.05(d).




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          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto.




          “Perfection Certificate” shall mean each of the US Perfection Certificate and each
Foreign Perfection Certificate.




          “Permitted Acquired Debt” shall have the meaning provided in Section 7.04(d) .




          “Permitted Acquisition” shall mean the acquisition by the US Borrower or any of its
Wholly-Owned Subsidiaries of assets constituting a business, division or product line of any Person
not already a Subsidiary of the US Borrower or such Wholly-Owned Subsidiary or of 100% of the
capital stock or other equity interests of any such Person; provided that (a) the
consideration paid by the US Borrower or such Wholly-Owned Subsidiary consists solely of cash
(including proceeds of Revolving Loans), the issuance of Holdings Common Stock, the issuance of any
Qualified Preferred Stock or Disqualified Preferred Stock otherwise permitted pursuant to Section
7.13, the issuance of Indebtedness otherwise permitted in Section 7.04 and the
assumption/acquisition of any Permitted Acquired Debt (calculated in accordance with GAAP) relating
to such business, division, product line or Person that is permitted to remain outstanding in
accordance with the requirements of Section 7.04, (b) in the case of the acquisition of 100% of the
capital stock or other equity interests of any Person, such Person (the “Acquired Person”)
shall own no capital stock or other equity interests of any other Person unless either (i) the
Acquired Person owns 100% of the capital stock or other equity interests of such other Person or
(ii) if the Acquired Person owns capital stock or equity interests in any other Person that is not
a Wholly-Owned Subsidiary of the Acquired Person (a “Non-Wholly-Owned Entity”), both (A)
the Acquired Person shall not have been created or established in contemplation of, or for purposes
of, the respective Permitted Acquisition and (B) any Non-Wholly-Owned Entity of the Acquired Person
shall have been non-wholly owned prior to the date of the respective Permitted Acquisition and not
created or established in contemplation thereof, (c) the assets acquired, or the business of the
Acquired Person and its Subsidiaries, shall be in a Permitted Business and (d) all applicable
requirements of Sections 6.13 and 7.02 applicable to Permitted Acquisitions are satisfied.




          “Permitted Acquisition Additional Cost-Savings” shall mean, in connection with each
Permitted Acquisition, those demonstrable cost-savings and other adjustments (in each case not
included pursuant to clause (iii) or (iv) of the definition of Pro Forma Basis contained herein and
otherwise without duplication) reasonably anticipated by the US Borrower as of any date of
determination to be achieved in connection with such Permitted Acquisition for the twelve-month
period following the consummation of such Permitted Acquisition, which cost-savings and other
adjustments shall be estimated on a good faith basis by the US Borrower as of each date of
determination and, if requested by the Administrative Agent on a timely basis, shall be verified as
of such date of determination (a) by a nationally recognized accounting firm or (b) as otherwise
agreed to by the Administrative Agent, in each case prior to the inclusion of the applicable
cost-savings and other adjustments in the calculation of Permitted Acquisition Additional
Cost-Savings. It is understood and agreed that, for the avoidance of duplication, no anticipated
cost-savings or other adjustments shall be included in the calculation of Permitted Acquisition
Additional Cost-Savings for any period to the extent such anticipated cost-savings or other
adjustments are otherwise reflected in Consolidated EBITDA for such period by virtue of

29









 








the achievement of actual cost-savings or other results that were part of the cost-savings or
other adjustments anticipated to be achieved.




          “Permitted Business” shall mean each business conducted by the US Borrower and its
Subsidiaries on the date hereof and any other business or activities as may be substantially
similar, incidental or related thereto, and reasonable extensions of the foregoing.




          “Permitted Debt” shall mean and include Permitted Acquired Debt, Permitted
Subordinated Refinancing Indebtedness and Additional Senior Subordinated Notes.




          “Permitted Encumbrances” shall mean (a) those liens, encumbrances, hypothecs and other
matters affecting title to any Real Property and found reasonably acceptable by the Administrative
Agent, (b) as to any particular Real Property at any time, such easements, encroachments,
covenants, restrictions, agreements, rights of way, minor defects, irregularities or encumbrances
on title that could not reasonably be expected to materially impair such Real Property for the
purpose for which it is held by the mortgagor or grantor thereof, or the lien or hypothec held by
the Collateral Agent, (c) zoning and other municipal ordinances that are not violated in any
material respect by the existing improvements and the present use made by the mortgagor or grantor
thereof of the premises, except if permitted by a variance or “grandfather” provision, (d)
general real estate taxes and assessments not yet delinquent, (e) such other items included on
Schedule 5.01 hereto, and (f) such other similar items as the Administrative Agent may consent to
(such consent not to be unreasonably withheld).




          “Permitted Holdings Refinancing Indebtedness” shall mean Indebtedness of Holdings
issued or given in exchange for, or all the proceeds of which are otherwise used to refinance, all
or any portion of the then-outstanding Holdings 2012 Notes, Holdings 2013 Notes or Permitted
Holdings Refinancing Indebtedness so long as (a) such Indebtedness has a weighted average life to
maturity greater than or equal to the weighted average life to maturity of the Indebtedness being
so refinanced (or, in the case of a refinancing of the Holdings 2012 Notes, such Indebtedness has a
maturity no earlier than 91 days after the Term Loan Maturity Date (determined without regard to
the proviso to the definition of Term Loan Maturity Date) or (unless otherwise provided in the
applicable Incremental Term Loan Amendment), if such Indebtedness is incurred after the US Borrower
has obtained any Incremental Term Loans or while any Commitments from Additional Lenders to make
Incremental Term Loans remain in effect, 91 days after the maturity date for such Incremental Term
Loans, unless all such Incremental Term Loans have been repaid in full and has no scheduled
amortization prior to such date), (b) such refinancing does not (i) increase the amount of such
Indebtedness outstanding immediately prior to such refinancing or (ii) add guarantors, obligors or
security different from those which applied to the Indebtedness being so refinanced and (c) all
other terms of such refinancing (including with respect to the amortization schedules, redemption
provisions, maturities, covenants, defaults, remedies and cash interest payment provisions), are
not materially less favorable to Holdings and its Subsidiaries than those previously existing with
respect to the Indebtedness being so refinanced.




          “Permitted Liens” shall have the meaning provided in Section 7.03.




30









 








          “Permitted Sale-Leaseback Transaction” shall mean any sale by the US Borrower or any
of its Subsidiaries of any asset first acquired by the US Borrower or such Subsidiary after the
Effective Date, which asset, in each case, is thereafter leased by the purchaser thereof to the US
Borrower or such Subsidiary; provided that (i) the consideration for such sale shall be
entirely in cash, (ii) the consideration for such sale shall be in an amount at least equal to 100%
of the aggregate amount expended by the US Borrower or such Subsidiary in so acquiring such asset,
(iii) each such sale-leaseback transaction is effected within 90 days of the acquisition by the US
Borrower or such Subsidiary of such asset, and (iv) in each case, the respective transaction is
otherwise effected in accordance with the applicable requirements of Section 7.02(n).




          “Permitted Subordinated Refinancing Documents” shall mean all notes evidencing any
Permitted Subordinated Refinancing Indebtedness, any indenture or other agreement governing the
terms of such Permitted Subordinated Refinancing Indebtedness and all other documents executed and
delivered with respect to the foregoing documents, as in effect on the date such Permitted
Subordinated Refinancing Indebtedness is first incurred and as the same may be amended, modified or
supplemented from time to time in accordance with the requirements hereof and thereof.




          “Permitted Subordinated Refinancing Indebtedness” shall mean Indebtedness of the US
Borrower issued or given in exchange for, or all the proceeds of which are used to refinance, all
or any portion of the then outstanding Senior Subordinated Notes, Additional Senior Subordinated
Notes, or Permitted Subordinated Refinancing Indebtedness, so long as (a) such Indebtedness has a
weighted average life to maturity greater than or equal to the weighted average life to maturity of
the Indebtedness being so refinanced (or, in the case of a refinancing of the Senior Subordinated
Notes, such Indebtedness has a maturity no earlier than 91 days after the Term Loan Maturity Date
(determined without regard to the proviso to the definition of Term Loan Maturity Date) or (unless
otherwise provided in the applicable Incremental Term Loan Amendment), if such Indebtedness is
incurred after the US Borrower has obtained any Incremental Term Loans or while any Commitments
from Additional Lenders to make Incremental Term Loans remain in effect, 91 days after the maturity
date for such Incremental Term Loans, unless all such Incremental Term Loans have been repaid in
full and has no scheduled amortization prior to such date), (b) such refinancing does not (i)
increase the amount of such Indebtedness outstanding immediately prior to such refinancing or (ii)
add guarantors, obligors or security from that which applied to the Indebtedness being so
refinanced, (c) such Indebtedness has substantially the same (or, from the perspective of the
Lenders, more favorable) subordination provisions, if any, as applied to the Indebtedness being so
refinanced, and (d) all other terms of such refinancing (including with respect to the amortization
schedules, redemption provisions, maturities, covenants, defaults and remedies), are not materially
less favorable to the US Borrower and its Subsidiaries than those previously existing with
respect to the Indebtedness being so refinanced.




          “Person” shall mean any individual, partnership, joint venture, firm, corporation,
limited liability company, association, trust or other enterprise or any Governmental Authority.




          “Plan” shall mean any pension plan as defined in Section 3(2) of ERISA and that is
subject to Title I of ERISA and that is maintained or contributed to by (or to which there is an

31









 








obligation to contribute of) Holdings or a Subsidiary of Holdings or an ERISA Affiliate, and
each such plan for the five-year period immediately following the latest date on which Holdings, or
a Subsidiary of Holdings or an ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan but excluding all Multiemployer Plans.




          “Pledged Collateral” shall mean all of the “Collateral” (a) as defined in
Section 3.01 of the US Collateral and Guaranty Agreement and (b) as defined in any Foreign Pledge
Agreement or Foreign Security Agreement.




          “Preferred Stock,” as applied to the capital stock of any Person, shall mean capital
stock of such Person (other than common stock of such Person) of any class or classes (however
designated) that ranks prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding-up of such Person, to shares
of capital stock of any other class of such Person, and shall include any Qualified Preferred Stock
and Disqualified Preferred Stock.




          “Prime Rate” shall mean the rate that JPMCB publicly announces from time to time as
its prime lending rate in effect at its principal office in New York City, the Prime Rate to change
when and as such prime lending rate changes. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer.




          “Principal Amount” shall mean (a) the stated amount of each US Dollar Loan and/or (b)
the US Dollar Equivalent of the stated amount of each Loan (other than a US Dollar Loan) or B/A, as
the context may require.




          “Pro Forma Balance Sheet” shall mean an unaudited pro forma consolidated balance sheet
of Holdings and its Subsidiaries as of September 30, 2005, giving effect to the Transaction.




          “Pro Forma Basis” shall mean, in connection with any calculation of compliance with
any financial covenant or financial term, the calculation thereof after giving effect on a pro
forma basis to (without duplication) (a) the incurrence of any Incremental Term Loan or other
Indebtedness (other than revolving Indebtedness, except to the extent same is incurred (A) to
finance the Transaction, (B) to refinance other outstanding Indebtedness (including to refinance
any outstanding Indebtedness of an Unrestricted Subsidiary at the time same is designated as a
Subsidiary pursuant to a Subsidiary Redesignation) or (C) to finance Permitted Acquisitions) or
issuance of any Preferred Stock (other than Qualified Preferred Stock of Holdings) after the first
day of the relevant Calculation Period as if such Indebtedness or Preferred Stock had been incurred
or issued (and the proceeds thereof applied) on the first day of the relevant Calculation Period,
(b) the permanent repayment of any Indebtedness (other than revolving Indebtedness except to the
extent paid with Permitted Debt or Disqualified Preferred Stock) or Preferred Stock (other than
Qualified Preferred Stock of Holdings) after the first day of the relevant Calculation Period as if
such Indebtedness or Preferred Stock had been retired or redeemed on the first day of the relevant
Calculation Period, (c) the Permitted Acquisition, if any, then being consummated as well as any
other Permitted Acquisition consummated after the first day of the relevant Calculation Period and
on or prior to the date of the respective Permitted Acquisition then being effected and (d) the
Subsidiary Redesignation, if any, then being effected as well as any other

32









 








Subsidiary Redesignation after the first day of the relevant Calculation Period and on or
prior to the date of the respective Subsidiary Redesignation then being designated with the
following rules to apply in connection therewith:





	 	(i)	 	all Indebtedness and Preferred Stock (other than Qualified
Preferred Stock of Holdings) (A) (other than revolving Indebtedness, except to
the extent same is incurred to finance the Transaction, to refinance other
outstanding Indebtedness (including to refinance any outstanding Indebtedness
of an Unrestricted Subsidiary at the time same is designated as a Subsidiary
pursuant to a Subsidiary Redesignation), or to finance Permitted Acquisitions)
incurred or issued after the first day of the relevant Calculation Period
(whether incurred to finance a Permitted Acquisition, to refinance Indebtedness
or otherwise) shall be deemed to have been incurred or issued (and the proceeds
thereof applied) on the first day of the respective Calculation Period and
remain outstanding through the date of determination (and thereafter in the
case of projections pursuant to Section 6.13(a)(iv)) and (B) (other than
revolving Indebtedness except to the extent paid with Permitted Debt or
Disqualified Preferred Stock) permanently retired or redeemed after the first
day of the relevant Calculation Period shall be deemed to have been retired or
redeemed on the first day of the respective Calculation Period and remain
retired through the date of determination (and thereafter in the case of
projections pursuant to Section 6.13(a)(iv));
	 
	 	(ii)	 	all Indebtedness or Preferred Stock (other than Qualified
Preferred Stock of Holdings) assumed to be outstanding pursuant to preceding
clause (i) shall be deemed to have borne interest or accrued dividends, as the
case may be, at (A) the rate applicable thereto, in the case of fixed rate
Indebtedness or Preferred Stock or (B) the rates that would have been
applicable thereto during the respective period when same was deemed
outstanding, in the case of floating rate Indebtedness or Preferred Stock
(although interest expense with respect to any Indebtedness or Preferred Stock
for periods while same was actually outstanding during the respective period
shall be calculated using the actual rates applicable thereto while same was
actually outstanding); provided that for purposes of calculations
pursuant to Section 6.13(a)(iv), all Indebtedness or Preferred Stock (whether
actually outstanding or deemed outstanding) bearing interest at a floating rate
of interest shall be tested on the basis of the rates applicable at the time
the determination is made pursuant to said provisions;
	 
	 	(iii)	 	in making any determination of Consolidated EBITDA, pro forma
effect shall be given to any Subsidiary Redesignation or Permitted Acquisition
effected or consummated after the first day of the respective period being
tested, taking into account (in the case of a Permitted Acquisition only), for
any portion of the relevant period being tested, demonstrable cost savings
actually achieved simultaneously with, or to be achieved within




33









 






	 	 	 	the one-year period following, the closing of the respective Permitted
Acquisition, which cost savings would be permitted to be recognized in pro
forma statements prepared in accordance with Regulation S-X under the
Securities Act, as if such cost savings were realized on the first day of
the relevant period;






	 	(iv)	 	without duplication of adjustments provided above, in case of
any Permitted Acquisition consummated after the first day of the relevant
period being tested, pro forma effect shall be given to the termination of
operating leases or replacement of operating leases with Capitalized Lease
Obligations or with other Indebtedness, and to any replacement of Capitalized
Lease Obligations or other Indebtedness with operating leases, in each case
effected at the time of the consummation of such Permitted Acquisition or
thereafter, in each case if effected after the first day of the period being
tested and prior to the date the respective determination is being made, as if
such termination or replacement had occurred on the first day of the relevant
period; and
	 
	 	(v)	 	in making any determination of Consolidated EBITDA for purposes
of any calculation of the Adjusted Total Leverage Ratio, the Consolidated
Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio only,
(A) for any Permitted Acquisition that occurred during the last two fiscal
quarters comprising the respective Test Period (and, in the case of Section
6.13, thereafter and on or prior to the relevant date of determination), there
shall be added to Consolidated EBITDA the amount of Permitted Acquisition
Additional Cost-Savings, determined in accordance with the definition thereof
contained herein, expected to be realized with respect to such Permitted
Acquisition, (B) for any Permitted Acquisition effected in the second fiscal
quarter of the respective Test Period, the Consolidated EBITDA shall be
increased by 50% of the Permitted Acquisition Additional Cost Savings
estimated to arise in connection with the respective Permitted Acquisition and
(C) for any Permitted Acquisition effected in the first fiscal quarter of the
respective Test Period, the Consolidated EBITDA shall be increased by 25% of
the Permitted Acquisition Additional Cost-Savings estimated to arise in
connection with the respective Permitted Acquisition; provided that the
aggregate additions to Consolidated EBITDA, for any period being tested,
pursuant to this clause (v) shall not exceed 15% of the amount that would have
been Consolidated EBITDA in the absence of the adjustment pursuant to this
clause (v).





          Notwithstanding anything to the contrary contained above, (a) for purposes of Sections 7.09
and 7.10 and, for purposes of all determinations of the Applicable Rate, pro forma effect (as
otherwise provided above) shall only be given for events or occurrences that occurred during the
respective Test Period but not thereafter and (b) for purposes of Section 6.13, the second sentence
of the definition of “Unrestricted Subsidiary”, Section 2.23, Sections 7.04(n) and (o), Sections
7.06(j), (k) and (l) and Section 7.12(a), pro forma effect (as otherwise provided

34









 








above) shall be given for events or occurrences that occurred during the respective Test
Period and thereafter but on or prior to the respective date of determination.




          “Projections” shall mean the projections contained in the Confidential Information
Memorandum, dated November 2005, that were prepared by or on behalf of the US Borrower in
connection with the Transaction and delivered to the Administrative Agent and the Lenders prior to
the Effective Date.




          “Qualified Preferred Stock” shall mean any Preferred Stock of Holdings, the express
terms of which shall provide that dividends thereon shall not be required to be paid at any time
(and to the extent) that such payment would be prohibited by the terms of this Agreement or any
other agreement of Holdings relating to outstanding indebtedness and that, by its terms (or by the
terms of any security into which it is convertible or for which it is exchangeable), or upon the
happening of any event (including any Change of Control Event), cannot mature and is not
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, and is not redeemable,
or required to be repurchased, at the sole option of the holder thereof (including upon the
occurrence of a Change of Control Event), in whole or in part, on or prior to the date occurring
two years after the Term Loan Maturity Date or (unless otherwise provided in the applicable
Incremental Term Loan Amendment), if such Equity Interests are issued after the US Borrower has
obtained any Incremental Term Loans or while any Commitments from Additional Lenders to make
Incremental Term Loans remain in effect, two years after the maturity date for such Incremental
Term Loans, unless all such Incremental Term Loans have been repaid in full and all Commitments in
respect thereof shall have been terminated; provided that any such Preferred Stock of
Holdings may provide that such Preferred Stock may be redeemable after all Loan Document
Obligations have been paid in full in cash.




          “Qualified Public Offering” shall mean a registered underwritten public offering of
common stock of Holdings.




          “Real Property” of any Person shall mean all of the right, title and interest of such
Person in and to land, immovable property, improvements and fixtures, including Leaseholds.




          “Recovery Event” shall mean the receipt by Holdings or any of its Subsidiaries of any
insurance or condemnation proceeds (other than proceeds from business interruption insurance)
payable (a) by reason of theft, physical destruction or damage or any other similar event with
respect to any properties or assets of Holdings or any of its Subsidiaries (whether under any
policy of insurance required to be maintained under Section 6.03 or otherwise) and (b) by reason of
any condemnation, taking, seizing or similar event with respect to any properties or assets of
Holdings or any of its Subsidiaries.




          “Register” shall have the meaning provided in Section 10.04.




          “Regulation D” shall mean Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.




35









 








          “Regulation U” shall mean Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.




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




          “Release” shall mean any release, disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing, depositing,
disposal, migrating or pouring, into, through or upon any land or water or air, or otherwise
entering into the environment or within or upon any building, structure, facility or fixture.




          “Reportable Event” shall mean an event described in Section 4043(c) of ERISA with
respect to a Plan that is subject to Title IV of ERISA other than those events as to which the
30-day notice period is waived under subsection .22, .23, .24, .25, .27 or .28 of PBGC Regulation
Section 4043 and the advance reporting events under subsections .61 to .68 of PBGC Regulation
Section 4043.




          “Required Lenders” shall mean Non-Defaulting Lenders, the sum of whose outstanding
Term Loans, US Revolving Loan Commitments (or after the termination thereof, US Revolving Credit
Exposures) and Global Revolving Loan Commitments (or after the termination thereof, Global
Revolving Credit Exposures) represent an amount greater than 50% of the sum of all outstanding Term
Loans of Non-Defaulting Lenders, the sum of the US Revolving Loan Commitments of all Non-Defaulting
Lenders (or after the termination thereof, the aggregate US Revolving Credit Exposures of all
Non-Defaulting Lenders at such time) and the sum of the Global Revolving Loan Commitments of all
Non-Defaulting Lenders (or after the termination thereof, the aggregate Global Revolving Credit
Exposures of all Non-Defaulting Lenders at such time). For purposes of this definition, the
calculation of the outstanding principal amount of all Global Revolving Loans denominated in
Canadian Dollars and Global Revolving Loans denominated in Sterling shall be determined by taking
the US Dollar Equivalent thereof at the time of any such calculation.




          “Retained Existing Indebtedness” shall have the meaning provided in Section 7.04(b).




          “Restricted Indebtedness” shall mean Indebtedness of Holdings or any of its
Subsidiaries, the payment, prepayment, redemption, repurchase or defeasance of which is restricted
under Section 7.12.




          “Revolving Availability Period” shall mean the period from and including the Effective
Date to but excluding the earlier of (a) the Revolving Loan Maturity Date and (b) the date of
termination of both the US Revolving Loan Commitments as provided for herein and the Global
Revolving Loan Commitments as provided for herein.




          “Revolving Borrowing” shall mean a US Revolving Borrowing or a Global Revolving
Borrowing, as applicable.





36










 






          “Revolving Facility Loan” shall have the meaning provided in Section 5.05(b).




          “Revolving Loan” shall mean a Loan made pursuant to clause (b) or (c) of Section 2.01.




          “Revolving Loan Maturity Date” shall mean December 22, 2010, or, if such date is not a
Business Day, the next succeeding Business Day.




          “S&P” shall mean Standard & Poor’s Ratings Group, Inc.




          “Schedule I Lender” shall mean any Lender named on Schedule I to the Bank Act
(Canada).




          “Schedule I Reference Lender” shall mean any Schedule I Lender as may be agreed by the
Canadian Borrower and the Administrative Agent from time to time.




          “Schedule II Lender” shall mean any Lender named on Schedule II to the Bank Act
(Canada) or any Lender that is a Canadian financial institution other than a Canadian chartered
bank and is not a Schedule III Lender.




          “Schedule III Lender” shall mean any Lender named on Schedule III to the Bank Act
(Canada).




          “Schedule III Reference Lender” shall mean JPMorgan Chase Bank, N.A., Toronto Branch.




          “Scheduled Repayment” shall have the meaning provided in Section 2.12(b).




          “SEC” shall mean the United States Securities and Exchange Commission or any successor
thereto.




          “Secured Parties” shall have the meaning provided in the respective Security
Documents.




          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.




          “Security Agreement” shall mean each Foreign Security Agreement, the US Collateral and
Guaranty Agreement and the US Collateral Assignment.




          “Security Agreement Collateral” shall mean all of the “Collateral” as defined
in any Security Agreement.




          “Security Documents” shall mean and include the US Collateral and Guaranty Agreement,
each Foreign Pledge Agreement, each Security Agreement, each Mortgage and each Additional Security
and Guaranty Document, if any.

37









 









          “Senior Subordinated Note Documents” shall mean the Senior Subordinated Notes, the
Senior Subordinated Note Indenture and all other documents executed and delivered
with respect to the Senior Subordinated Notes or the Senior Subordinated Note Indenture, as in
effect on the Effective Date (for all purposes of this Agreement after the Effective Date (except
as otherwise specifically provide herein), after giving effect to the consummation of the Debt
Tender Offer), and as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.




          “Senior Subordinated Note Indenture” shall mean the Indenture, dated as of November
28, 2001, among the US Borrower, the US Credit Parties that are subsidiary guarantors thereunder
and the Senior Subordinated Note Indenture Trustee, as in effect on the Effective Date (for all
purposes of this Agreement after the Effective Date (except as otherwise specifically provide
herein), after giving effect to the consummation of the Debt Tender Offer) and as thereafter
amended, modified or supplemented from time to time in accordance with the requirements hereof and
thereof.




          “Senior Subordinated Note Indenture Trustee” shall mean The Bank of New York or any
successor thereto.




          “Senior Subordinated Notes” shall mean the Existing Senior Subordinated Notes that
remain outstanding after the consummation of the Debt Tender Offer.




          “Sideco” shall mean Compass Minerals Nova Scotia Company, a Nova Scotia unlimited
liability company and a direct Wholly-Owned Subsidiary of Canadian LP.




          “Spot Exchange Rate” shall mean, on any day, (a) with respect to Sterling, the spot
rate at which US Dollars are offered on such day by the Administrative Agent in London for Sterling
at approximately 11:00 a.m. (London time) and (b) with respect to Canadian Dollars, the spot rate
at which US Dollars are offered on such day by the Administrative Agent in Toronto for Canadian
Dollars at approximately 11:00 a.m. (Toronto time).




          “Start Date” shall have the meaning provided in the definition of Applicable Rate.




          “Stated Amount” of each Letter of Credit shall mean the maximum amount available to be
drawn thereunder (regardless of whether any conditions for drawing could then be met).




          “Sterling” or “£” shall mean freely transferable lawful money of the United
Kingdom.




          “Sterling Equivalent” shall mean, at any time for the determination thereof, the
amount of Sterling that could be purchased with the amount of US Dollars (or any other foreign
currency, as applicable) involved in such computation at the spot exchange rate therefor as quoted
by the Administrative Agent as of 11:00 a.m. (local time) on the date two Business Days prior to
the date of any determination thereof for purchase on such date.




          “Subco” shall mean Compass Resources Canada Company, a Nova Scotia unlimited liability
company and a direct Wholly-Owned Subsidiary of the Canadian Borrower.




38









 








          “Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof ordinary voting power to elect a
majority of the directors of such corporation (irrespective of whether or not at the time stock of
any class or classes of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or indirectly through
Subsidiaries and (b) any partnership, limited liability company, association, joint venture or
other entity (other than a corporation) in which such Person, directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time. Notwithstanding the foregoing (and
except for purposes of Sections 5.01, 5.04, 5.09, 5.12, 5.14 (other than the last sentence
thereof), 5.16, 5.17, 5.20, 6.01(g), 6.02, 6.04, 6.06, 6.07, 6.08, 8.05, 8.06 and 8.09, and the
definitions of Unrestricted Subsidiary, Foreign Unrestricted Subsidiary and Wholly-Owned
Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a
Subsidiary of Holdings or any of its other Subsidiaries for purposes of this Agreement.




          “Subsidiary Guarantor” shall mean (a) each US Credit Party (other than Holdings) in
its capacity as a Guarantor under the US Collateral and Guaranty Agreement, and (b) each Foreign
Credit Party in its capacity as a Guarantor under the Foreign Guaranty.




          “Subsidiary Redesignation” shall have the meaning provided in the definition of
“Unrestricted Subsidiary” contained in this Article I.




          “Swap Agreement” shall mean any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions, provided that (a) no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of Holdings, any of the Borrowers or their
respective Subsidiaries shall be a Swap Agreement and (b) no contract entered into in the ordinary
course of business for the purchase of goods or services to be utilized in the business of
Holdings, any of the Borrowers or their respective Subsidiaries shall be a Swap Agreement.




          “Swingline Expiry Date” shall mean the date which is five Business Days prior to the
Revolving Loan Maturity Date.




          “Swingline Exposure” shall mean, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall
be such Lender’s US Revolving Percentage of the total Swingline Exposure at such time.




          “Swingline Lender” shall mean JPMCB, in its capacity as lender of Swingline Loans
hereunder.




          “Swingline Loan” shall mean a Loan made pursuant to Section 2.04.




          “Swingline Note” shall mean a promissory note substantially in the form of Exhibit A-3
with blanks appropriately completed in conformity herewith.




39









 








          “Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or
combination of agreements pursuant to which Holdings or any of its Subsidiaries or any Unrestricted
Subsidiary is or may become obligated to make (a) any payment not expressly permitted hereunder (i)
in connection with a purchase by any Person other than Holdings or any of its Subsidiaries of any
capital stock of or other equity interests in Holdings or any of its Subsidiaries, (ii) in respect
of any Restricted Indebtedness or (iii) in respect of any liabilities of any Unrestricted
Subsidiary or (b) any payment not expressly permitted hereunder the amount of which is determined
by reference to (i) the price or value at any time of any capital stock of or other equity
interests in Holdings or any of its Subsidiaries, (ii) Restricted Indebtedness or (iii) liabilities
of any Unrestricted Subsidiary. Notwithstanding the foregoing, (A) the term “Synthetic Purchase
Agreement” shall not include any swap, derivative or other agreement or combination of agreements
to the extent that the inclusion of such agreement or combination of agreements in such term would
restrict any transaction not otherwise restricted under this Agreement, unless such agreement or
combination of agreements or the consummation of the transactions contemplated thereby is intended
to have or would have an economic effect that is substantially equivalent to an economic effect of
any transaction that is otherwise restricted under this Agreement and (B) any payment made or
obligation incurred pursuant to a Synthetic Purchase Agreement that has an economic effect that is
substantially equivalent to the economic effect of any payment or obligation expressly permitted by
any provision of this Agreement will be deemed to have been made or incurred pursuant to such
provision.




          “Taxes” shall mean any and all present or future taxes, assessments, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental Authority.




          “Term Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term
Loan.




          “Term Loan” shall mean a Loan made pursuant to Section 2.01(a).




          “Term Loan Commitment” shall mean, with respect to each Lender, the commitment, if
any, of such Lender to make a Term Loan hereunder on the Effective Date, expressed as an amount
representing the maximum principal amount of the Term Loan to be made by such Lender hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.09 or 2.20(b) and (b)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 2.23, Section 10.04 or Section 10.11(b). The initial amount of each Lender’s Term Loan
Commitment is set forth opposite such Lender’s name in Schedule I directly below the column
entitled “Term Loan Commitment”, or in the Assignment and Assumption Agreement or
Incremental Term Loan Amendment pursuant to which such Lender shall have assumed its Term Loan
Commitment, as applicable, and the initial aggregate amount of the Lenders’ Term Loan Commitments
is $350,000,000, provided that such initial aggregate amount shall be reduced by the
excess, if any, of (i) the aggregate principal amount of the Senior Subordinated Notes over (ii)
$3,500,000 and such reduction shall be applied to the Lenders’ Term Loan Commitments on a pro rata
basis in accordance with their respective Term Loan Commitments.




          “Term Loan Maturity Date” shall mean December 22, 2012, or, if such date is not a
Business Day, the next succeeding Business Day, provided that (a) if greater than
$30,000,000




40









 







in aggregate principal amount of Senior Subordinated Notes is outstanding on any date that is
91 days prior to the maturity date of the Senior Subordinated Notes (“Senior Sub Debt Maturity
Date”), then the Term Loan Maturity Date shall be such date that is 91 days prior to the Senior
Sub Debt Maturity Date (but in no event later than December 22, 2012) or (b) if greater than
$30,000,000 in aggregate principal amount of Holdings 2012 Notes is outstanding on any date that is
91 days prior to the maturity date of the Holdings 2012 Notes (“Holdco Debt Maturity
Date”), then the Term Loan Maturity Date shall be the date that is 91 days prior to the Holdco
Debt Maturity Date (but in no event later than December 22, 2012).




          “Term Note” shall mean a promissory note substantially in the form of Exhibit A1 with
blanks appropriately completed in conformity herewith.




          “Test Period” shall mean, as of any date, the period of four consecutive fiscal
quarters of the US Borrower then last ended prior to such date, in each case taken as one
accounting period.




          “Total Commitment” shall mean, at any time, the sum of the Total Term Loan Commitment,
the US Total Revolving Loan Commitment and the Global Total Revolving Loan Commitment.




          “Total Leverage Ratio” shall mean, on any date, the ratio of (a) Consolidated Debt on
such date to (b) Consolidated EBITDA for the Test Period most recently ended prior to such date.
All calculations of the Total Leverage Ratio shall be made on a Pro Forma Basis, it being
understood and agreed that, as provided in the definition of Pro Forma Basis, the adjustments
contained in clause (v) thereof shall not be taken into account in determining the Total Leverage
Ratio.




          “Total Term Loan Commitment” shall mean the sum of the Term Loan Commitments of each
of the Term Lenders.




          “Tranche” shall mean the respective facility and commitments utilized in making Loans
and accepting and purchasing B/As hereunder (including any facility and commitments created
pursuant to any Incremental Term Loan Amendment), with there being four separate Tranches on the
Effective Date, i.e., Term Loans, US Revolving Loans, Global Revolving Loans and B/A
Drawings and Swingline Loans.




          “Transaction” shall mean, collectively, (a) the consummation of the Debt Tender Offer,
(b) the entering into of the Credit Documents and the incurrence of all Loans hereunder on the
Effective Date, (c) the paydown in full of all Existing Credit Agreement Indebtedness and the
termination of all commitments related thereto, (d) the amendment, amendment and restatement,
supplement or other modification of the guarantees and security interests with respect to such
Existing Credit Agreement Indebtedness and commitments, in each case as contemplated by this
Agreement, and (e) the payment of the Transaction Costs.




          “Transaction Costs” shall have the meaning provided in Section 5.05(a)(i).




41









 








          “Type” shall mean any type of Loan determined with respect to the interest option
applicable thereto, i.e., a Base Rate Loan, a Eurodollar Loan, a Canadian Prime Rate Loan
or a Canadian Base Rate Loan.




          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the
relevant jurisdiction.




          “UK Borrower” shall mean Salt Union Limited, a company incorporated under the laws of
England and Wales in the United Kingdom.




          “UK Intercompany Loan” shall mean the loan made by the US Borrower to the UK Borrower
prior to the Effective Date in the aggregate principal amount of £2,620,204, as of the date hereof.




          “UK Intercompany Note” shall mean the promissory note issued by UK Borrower to US
Borrower representing amounts owed under the UK Intercompany Loan.




          “UK Lending Office” shall mean, as to any Global Revolving Lender, the applicable
branch, affiliate or office of such Global Revolving Lender designated by such Global Revolving
Lender to make Loans to the UK Borrower.




          “UK Revolving Borrowing” shall mean a Borrowing comprised of UK Revolving Loans.




          “UK Revolving Credit Exposure” shall mean, at any time, the sum of (a) the US Dollar
Equivalent of the aggregate principal amount of the UK Revolving Loans denominated in Sterling
outstanding at such time and (b) the aggregate principal amount of UK Revolving Loans denominated
in US Dollars outstanding at such time. The UK Revolving Credit Exposure of any Lender at any time
shall be such Lender’s Global Revolving Percentage of the total UK Revolving Credit Exposure at
such time.




          “UK Revolving Loan” shall mean a Loan made by a Global Revolving Lender pursuant to
Section 2.01(c)(iii). Each UK Revolving Loan shall be a Eurodollar Loan.




          “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the
value of the accumulated plan benefits under the Plan, determined on a plan termination basis in
accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for
purposes of Sections 4022 and 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid
contributions).




          “Unrestricted Subsidiary” shall mean any Subsidiary of the US Borrower that is
acquired or created after the Effective Date and designated by the US Borrower as an Unrestricted
Subsidiary hereunder by written notice to the Administrative Agent; provided that the US
Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Effective
Date and so long as (a) no Default or Event of Default exists or would result therefrom, (b) all of
the provisions of Section 7.15 shall have been complied with in respect of such newly-designated
Unrestricted Subsidiary and such Unrestricted Subsidiary shall be capitalized (to the

42









 







extent capitalized by the US Borrower or any of its Subsidiaries) through Investments as
permitted by, and in compliance with, Section 7.05(o), with any assets owned by such Unrestricted
Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to
Section 7.05(o), provided that at the time of the initial Investment by the US Borrower or
any of its Wholly-Owned Subsidiaries in such Subsidiary, the US Borrower shall designate such
entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent, and (c) at
all times after such designation, (i) such Subsidiary does not own any capital stock or other
equity interests in, or Indebtedness of, and does not hold any Liens on any property of Holdings or
any of its Subsidiaries that is not also (and will not, after giving effect to such designation,
become) an Unrestricted Subsidiary and (ii) such Subsidiary is party to a tax sharing agreement
with the US Borrower containing terms that, in the reasonable judgment of the US Borrower and the
Administrative Agent, provide for a reasonable allocation of tax liabilities and benefits. The US
Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this
Agreement (each, a “Subsidiary Redesignation”); provided that (i) such Unrestricted
Subsidiary, both before and after giving effect to such designation, shall be a Wholly-Owned
Subsidiary of the US Borrower, (ii) no Default or Event of Default then exists or would occur as a
consequence of any such Subsidiary Redesignation (including under Sections 7.03 and 7.04), (iii)
all actions that would be required to be taken pursuant to Section 7.15(a) in connection with the
establishment, creation or acquisition of a new Domestic Subsidiary or a new Wholly-Owned Foreign
Subsidiary are taken at the time of the respective Subsidiary Redesignation, (iv) calculations are
made by the US Borrower of compliance with the covenants contained in Sections 7.09 and 7.10 (in
each case, giving effect to the last sentence appearing therein) for the relevant Calculation
Period, on a Pro Forma Basis as if the respective Subsidiary Redesignation (as well as all other
Subsidiary Redesignations theretofore consummated after the first day of such Calculation Period)
had occurred on the first day of such Calculation Period, and such calculations shall show that
such financial covenants would have been complied with if the Subsidiary Redesignation had occurred
on the first day of such Calculation Period (for this purpose, (A) if the first day of the
respective Calculation Period occurs prior to the Effective Date, calculated as if the covenants
contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing
therein) had been applicable from the first day of the Calculation Period and (B) using the
covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending December 31,
2005, in connection with any Subsidiary Redesignation made prior to December 31, 2005), (v) all
representations and warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects with the same effect as though such representations and warranties
had been made on and as of the date of such Subsidiary Redesignation (both before and after giving
effect thereto), unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such
earlier date, and (vi) the US Borrower shall have delivered to the Administrative Agent an
officer’s certificate executed by an Authorized Officer of the US Borrower, certifying to the best
of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (v),
inclusive, and containing the calculations required by the preceding clause (iv).




          “US Borrower” shall mean Compass Minerals Group, Inc., a Delaware corporation.




43









 








          “US Collateral and Guaranty Agreement” shall have the meaning provided in Section
3.09.




          “US Collateral Assignment” shall have the meaning provided in Section 3.11.




          “US Credit Party” shall mean Holdings, the US Borrower and each other Guarantor that
is also a Domestic Subsidiary.




          “US Dollar Equivalent” shall mean, at any time for the determination thereof, (a)
except as provided in clause (b) of this definition, the amount of US Dollars that could be
purchased with the amount of Canadian Dollars or Sterling or any other foreign currency, as
applicable, at the Spot Exchange Rate therefor on the date two Business Days prior to the date of
any determination thereof for purchase on such date and shall be calculated in accordance with
Section 10.06(b) and (b) for purposes of Section 10.06(d), the amount of US Dollars that could be
purchased with the amount of the applicable currency involved in such computation at the spot
exchange rate therefore as quoted or utilized by the Administrative Agent on the date of any
determination thereof for purchase on such day.




          “US Dollar Loan” shall mean all Loans denominated in US Dollars.




          “US Dollars” and the sign “$” shall each mean freely transferable lawful money
of the United States.




          “US Holdco” shall mean Great Salt Lake Holdings, LLC, a Delaware limited liability
company and a Wholly-Owned Subsidiary of the US Borrower.




          “US Mortgaged Property” shall mean any Mortgaged Property located in the United States
or any State thereof.




          “US Perfection Certificate” shall mean a certificate in the form of Annex II to the US
Collateral and Guaranty Agreement and any other form approved by the Collateral Agent.




          “US Revolving Borrowing” shall mean a Borrowing comprised of US Revolving Loans.




          “US Revolving Credit Exposure” shall mean, at any time, the sum of (a) the outstanding
principal amount of US Revolving Loans, (b) the LC Exposure and (c) the Swingline Exposure at such
time. The US Revolving Credit Exposure of any US Revolving Lender at any time shall be such
Lender’s US Revolving Percentage of the total US Revolving Credit Exposure at such time.




          “US Revolving Lender” shall mean, at any time, each Lender with a US Revolving Loan
Commitment or with outstanding US Revolving Loans.




          “US Revolving Loan” shall mean a Loan made by a US Revolving Lender pursuant to
Section 2.01(b).




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          “US Revolving Loan Commitment” shall mean, with respect to each US Revolving Lender,
the commitment, if any, of such Lender to make US Revolving Loans hereunder during the Revolving
Availability Period, expressed as an amount expressed in US Dollars representing the maximum
potential aggregate amount of such Lender’s US Revolving Credit Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.09 or 2.20(b) and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section
10.04 or 10.11(b). The initial amount of each US Revolving Lender’s US Revolving Loan Commitment
is set forth opposite such Lender’s name in Schedule I directly below the column entitled “US
Revolving Loan Commitment”, or in the Assignment and Assumption Agreement pursuant to which
such Lender shall have assumed its US Revolving Loan Commitment, as applicable. The initial
aggregate amount of the US Revolving Lenders’ US Revolving Loan Commitments is $75,000,000.




          “US Revolving Note” shall mean a promissory note substantially in the form of Exhibit
A-2A with blanks appropriately completed in conformity herewith.




          “US Revolving Percentage” shall mean, with respect to any US Revolving Lender, the
percentage of the total US Revolving Loan Commitments represented by such Lender’s US Revolving
Loan Commitment. If a calculation involving the US Revolving Percentage is required to be made
after the US Revolving Loan Commitments have terminated or expired, the US Revolving Percentages
shall be determined based upon the US Revolving Loan Commitments most recently in effect, giving
effect to any assignments.




          “US Total Revolving Loan Commitment” shall mean, at any time, the sum of the US
Revolving Loan Commitments of each of the US Revolving Lenders at such time.




          “US Total Unutilized Revolving Loan Commitment” shall mean, at any time, (a) the US
Total Revolving Loan Commitment at such time less (b) the sum of the total US Revolving
Credit Exposures of all the US Revolving Lenders at such time.




          “White Salt Sale” shall mean the sale by the UK Borrower, substantially on the terms
disclosed to the Administrative Agent prior to the date hereof, of the real property owned by the
UK Borrower on which its evaporated salt production facility is located in Weston Point, Cheshire,
United Kingdom, and certain fixed and intangible assets related thereto, in each case as further
described in Exhibit K.




          “Wholly-Owned Domestic Subsidiary” shall mean, as to any Person, any Wholly-Owned
Subsidiary of such Person that is a Domestic Subsidiary.




          “Wholly-Owned Foreign Subsidiary” shall mean, as to any Person, any Wholly-Owned
Subsidiary of such Person that is a Foreign Subsidiary.




          “Wholly-Owned Subsidiary” shall mean, as to any Person, (a) any corporation 100% of
whose capital stock (other than director’s qualifying shares and/or other nominal amounts of shares
required to be held other than by such Person under applicable law) is at the time owned by such
Person and/or one or more Wholly-Owned Subsidiaries of such Person and (b) any partnership, limited
liability company, association, joint venture or other entity in which




45









 







such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time; provided that (i) except as provided in the last sentence of the
definition of Subsidiary and (ii) other than in the definition of Wholly-Owned Unrestricted
Subsidiary, no Unrestricted Subsidiary shall be considered a Wholly-Owned Subsidiary.




          “Wholly-Owned Unrestricted Subsidiary” shall mean any Wholly-Owned Subsidiary that is
an Unrestricted Subsidiary.




          “Written” (whether lower or upper case) or “in writing” shall mean any form of written
communication or a communication by means of telex, facsimile device, telegraph or cable.





            SECTION 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Tranche (e.g., a “Global
Revolving Loan”, “US Revolving Loan”, etc.) or by Type (e.g., a
“Eurodollar Loan”) or by Tranche and Type (e.g., a “Eurodollar Global
Revolving Loan”, “Eurodollar US Revolving Loan”, etc.). Borrowings also may be
classified and referred to by Tranche (e.g., a “Term Borrowing”, “Global
Revolving Borrowing”, “US Revolving Borrowing”, etc.) or by Type (e.g., a
“Eurodollar Borrowing”) or by Tranche and Type (e.g., a “Eurodollar Global
Revolving Borrowing”, “Eurodollar US Revolving Borrowing”, etc.).




            SECTION 1.03. Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall, if such words are not followed by the
phrase “without limitation”, be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”.
Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement and (e) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.



ARTICLE II




Amount and Terms of Credit




          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein:




46









 








          (a) each Term Lender agrees to make a Term Loan to the US Borrower in US Dollars on the
Effective Date in a principal amount not exceeding its Term Loan Commitment;




          (b) each US Revolving Lender agrees, from time to time during the Revolving
Availability Period, to make US Revolving Loans to the US Borrower in US Dollars in an
aggregate Principal Amount that will not result in such US Revolving Lender’s US Revolving
Credit Exposure exceeding such Lender’s US Revolving Loan Commitment;




          (c) each Global Revolving Lender agrees, from time to time during the Revolving
Availability Period, to make (i) Global US Revolving Loans to the US Borrower in US Dollars
in an aggregate Principal Amount that will not result in such Lender’s Global Revolving
Credit Exposure exceeding such Lender’s Global Revolving Loan Commitment, (ii) Canadian
Revolving Loans to the Canadian Borrower from its Canadian Lending Office in Canadian
Dollars and/or US Dollars and/or to cause its Canadian Lending Office to accept and purchase
or arrange for the acceptance and purchase of drafts drawn by the Canadian Borrower in
Canadian Dollars as B/As in an aggregate Principal Amount that will not result in (A) such
Lender’s Global Revolving Credit Exposure exceeding such Lender’s Global Revolving Loan
Commitment or (B) the Canadian Revolving Credit Exposure exceeding $40,000,000 and (iii) UK
Revolving Loans to the UK Borrower from its UK Lending Office in Sterling and/or US Dollars
in an aggregate Principal Amount that will not result in (A) such Lender’s Global Revolving
Credit Exposure exceeding such Lender’s Global Revolving Loan Commitment or (B) the UK
Revolving Credit Exposure exceeding $10,000,000.




          Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts prepaid or repaid in respect of
Term Loans may not be reborrowed.





            SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan)
shall be made as part of a Borrowing consisting of Loans of the same Tranche and Type made to
the applicable Borrower by the applicable Lenders (i) in the case of Term Borrowings, ratably
in accordance with their respective Term Loan Commitments, (ii) in the case of US Revolving
Borrowings, ratably in accordance with their respective US Revolving Loan Commitments and
(iii) in the case of Global Revolving Borrowings, ratably in accordance with their respective
Global Revolving Loan Commitments. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be responsible for any
other Lender’s failure to make Loans as required.



          (b) Subject to Section 2.15, (i) each Term Borrowing, US Revolving Borrowing and Global US
Revolving Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as the US
Borrower may request in accordance herewith; provided that all such Borrowings made on the
Effective Date must be made as Base Rate Borrowings, (ii) each Canadian Revolving Borrowing (A)
denominated in Canadian Dollars shall be comprised entirely of Canadian Prime Rate Loans and (B)
denominated in US Dollars shall be comprised




47









 







entirely of Eurodollar Loans or Canadian Base Rate Loans, as the Canadian Borrower may request
in accordance herewith, provided that all such Borrowings made on the Effective Date must
be made as Canadian Base Rate Loans, and (iii) each UK Revolving Borrowing shall be comprised
entirely of Eurodollar Loans. Each Swingline Loan shall be a Base Rate Loan. Subject to Section
2.20, each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance
with the terms of this Agreement.




          (c) At the commencement of each Interest Period for any Term Borrowing, such Borrowing shall
be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
At the time that each US Revolving Borrowing or Global Revolving Borrowing denominated in US
Dollars is made, such Borrowing shall be in an aggregate amount that is an integral multiple of
$500,000 and not less than $1,000,000; provided that a Base Rate US Revolving Borrowing may
be in an aggregate amount that is equal to the US Total Unutilized Revolving Loan Commitment (or
that is required to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e)) and a Base Rate Global US Revolving Borrowing may be in an aggregate amount that is equal
to the Global Total Unutilized Revolving Loan Commitment. At the commencement of each Interest
Period for any Eurodollar Borrowing that is denominated in Sterling, such Borrowing shall be in an
aggregate amount that is an integral multiple of £500,000 and not less than £1,000,000;
provided that a Eurodollar Borrowing that is denominated in Sterling may be in an aggregate
amount the US Dollar Equivalent of which is equal to the Global Total Unutilized Revolving Loan
Commitment so long as after giving effect to such Borrowing the UK Revolving Credit Exposure does
not exceed $10,000,000. At the time that each Canadian Prime Rate Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of C$500,000 and not less
than C$1,000,000; provided that a Canadian Prime Rate Borrowing may be in an aggregate
amount the US Dollar Equivalent of which is equal to the Global Total Unutilized Revolving Loan
Commitment so long as after giving effect to such Borrowing the Canadian Revolving Credit Exposure
does not exceed $40,000,000. Each Swingline Loan shall be in an amount that is an integral
multiple of $100,000 and not less than $500,000. Borrowings of more than one Type and Tranche may
be outstanding at the same time; provided that there shall not at any time be more than a
total of 20 Eurodollar Borrowings outstanding.




          (d) Notwithstanding any other provision of this Agreement, the applicable Borrower shall not
be entitled to request, or to elect to convert or continue, any Borrowing or B/A Drawing if the
Interest Period requested with respect thereto would end after the applicable Maturity Date.





            SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing or Term
Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by
telephone or telecopy (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of
a Base Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before
the date of the proposed Borrowing, provided that any such notice of a Base Rate US
Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e) may be given not later than 10:00



48









 




a.m., New York City time, on the date of the proposed Borrowing, (c) in the case of a
Canadian Base Rate Borrowing, not later than 11:00 a.m., Local Time, one Business Day before
the date of the proposed Borrowing and (d) in the case of a Canadian Prime Rate Borrowing, not
later than 11:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing.
Each such telephonic Notice of Borrowing shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a
form approved by the Administrative Agent and signed by the applicable Borrower (or by the US
Borrower on behalf of the applicable Borrower). Each such telephonic and written Notice of
Borrowing shall specify the following information in compliance with Section 2.02:





	 	(i)	 	the Borrower requesting such Borrowing (or on whose behalf the
US Borrower is requesting such Borrowing);
	 
	 	(ii)	 	whether the requested Borrowing is to be a Term Borrowing, US
Revolving Borrowing or Global Revolving Borrowing;
	 
	 	(iii)	 	the currency and the aggregate amount of such Borrowing;
	 
	 	(iv)	 	the date of such Borrowing, which shall be a Business Day;
	 
	 	(v)	 	the Type of such Borrowing;
	 
	 	(vi)	 	in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”; and
	 
	 	(vii)	 	the location and number of the applicable Borrower’s account
to which funds are to be disbursed, which shall comply with the requirements of
Section 2.06.




If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (A)
in the case of a US Revolving Borrowing, Global US Revolving Borrowing or Term Borrowing, a Base
Rate Borrowing, (B) in the case of a Canadian Revolving Borrowing, a Canadian Prime Rate Borrowing
and (C) in the case of a UK Revolving Borrowing, a Eurodollar Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be
deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of
a Notice of Borrowing in accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the
requested Borrowing. If no currency is specified (1) with respect to any Canadian Revolving
Borrowing, then the currency of such Canadian Revolving Borrowing shall be Canadian Dollars and (2)
with respect to any UK Revolving Borrowing, then the currency of such UK Revolving Borrowing shall
be Sterling.





            SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to the US Borrower from time
to time during the Revolving Availability Period, in an aggregate Principal Amount at any time
outstanding that will not result in (i) the aggregate principal amount of



49









 




outstanding Swingline Loans exceeding $15,000,000 or (ii) the sum of the total US
Revolving Credit Exposures exceeding the US Total Revolving Loan Commitment. Within the
foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may
borrow, prepay and reborrow Swingline Loans.




          (b) To request a Swingline Loan, the US Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
US Borrower. The Swingline Lender shall make each Swingline Loan available to the US Borrower by
means of a credit to the general deposit account of the US Borrower with the Swingline Lender (or,
in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.05(e), by remittance to the Letter of Credit Issuer) by 3:00 p.m., New York City time,
on the requested date of such Swingline Loan.




          (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 12:00 noon, New York City time, on any Business Day require the US Revolving Lenders to
acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding.
Such notice shall specify the aggregate amount of Swingline Loans in which US Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each US Revolving Lender, specifying in such notice such Lender’s US Revolving
Percentage of such Swingline Loan or Loans. Each US Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender’s US Revolving Percentage of such
Swingline Loan or Loans. Each US Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including the occurrence and continuance
of a Default or reduction or termination of the Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever. Each US Revolving Lender
shall comply with its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the
US Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the US Revolving Lenders. The Administrative Agent shall notify the
US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender. Any amounts received by the Swingline Lender from the US Borrower (or
other party on behalf of the US Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to
the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the US Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear.
The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the
US Borrower of any default in the payment thereof.




50









 









            SECTION 2.05. Letters of Credit. (a) General. On the Effective Date,
each Existing Letter of Credit will automatically, without any action on the part of any
person, be deemed to be a Letter of Credit issued hereunder for the account of the applicable
Borrower for all purposes of this Agreement and the other Credit Documents. In addition,
subject to the terms and conditions set forth herein, the US Borrower may request the issuance
of Letters of Credit for its own account (or for the account of any Subsidiary of the US
Borrower so long as the US Borrower is a co-applicant with respect to such Letter of Credit),
in a form reasonably acceptable to the Administrative Agent and the Letter of Credit Issuer,
at any time and from time to time during the Revolving Availability Period, provided
that no Letter of Credit Issuer shall be obligated to issue any Canadian Dollar Letter of
Credit unless such Letter of Credit Issuer agrees to do so. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the US Borrower to, or entered
into by the US Borrower with, the Letter of Credit Issuer relating to any Letter of Credit,
the terms and conditions of this Agreement shall control.



          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the US Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Letter of Credit Issuer) to
the Letter of Credit Issuer and the Administrative Agent (reasonably in advance of the requested
date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the
date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section),
the amount of such Letter of Credit, the currency in which such Letter of Credit is to be
denominated (which shall be US Dollars or, if agreed to by the applicable Letter of Credit Issuer
and subject to Section 2.25, Canadian Dollars), the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or extend such Letter of
Credit (a “Letter of Credit Request”). If requested by the Letter of Credit Issuer, the US
Borrower also shall submit a letter of credit application on the Letter of Credit Issuer’s standard
form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the US Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$50,000,000 and (ii) the total US Revolving Credit Exposures shall not exceed the US Total
Revolving Loan Commitment.




          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Revolving Loan Maturity Date.




          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Letter of Credit Issuer or the Lenders, the Letter of Credit Issuer hereby grants to each US
Revolving Lender, and each US Revolving Lender (each, a “Participant”) hereby acquires from

51









 








the Letter of Credit Issuer, a participation in such Letter of Credit or increase therein, as
applicable, equal to such Lender’s US Revolving Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each US
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in
US Dollars, for the account of the Letter of Credit Issuer with respect to each Letter of Credit,
such Lender’s US Revolving Percentage of (i) each LC Disbursement made by the Letter of Credit
Issuer in US Dollars and (ii) the US Dollar Equivalent, using the Spot Exchange Rate on the date
such payment is required, of each LC Disbursement made by the Letter of Credit Issuer in Canadian
Dollars with respect to such Letter of Credit and not reimbursed by the US Borrower on the date due
as provided in paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the US Borrower for any reason (or, if such reimbursement payment was refunded in
Canadian Dollars, the US Dollar Equivalent thereof using the Spot Exchange Rate on the date of such
refund). Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of
the Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.




          (e) Reimbursement. If the Letter of Credit Issuer shall make any LC Disbursement in
respect of a Letter of Credit, the US Borrower shall reimburse such LC Disbursement by paying to
the Administrative Agent an amount equal to such LC Disbursement in US Dollars or (subject to the
two immediately succeeding sentences), if the applicable Letter of Credit is a Canadian Dollar
Letter of Credit, in Canadian Dollars not later than 12:00 noon, New York City time, on the
Business Day immediately following the day that the US Borrower receives notice of such LC
Disbursement; provided that, in the case of any LC Disbursement made in US Dollars, the US
Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with
Section 2.03 or 2.04 that such payment be financed with a Base Rate US Revolving Borrowing or
Swingline Loan in an equivalent amount and, to the extent so financed, the US Borrower’s obligation
to make such payment shall be discharged and replaced by the resulting Base Rate US Revolving
Borrowing or Swingline Loan. If the US Borrower’s reimbursement of, or obligation to reimburse,
any amounts in Canadian Dollars would subject the Administrative Agent, the Letter of Credit Issuer
or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such
reimbursement were made or required to be made in US Dollars, the US Borrower shall reimburse each
LC Disbursement made in Canadian Dollars in US Dollars, in an amount equal to the US Dollar
Equivalent, calculated using the applicable Spot Exchange Rate on the date such LC Disbursement is
made, of such LC Disbursement. If the US Borrower fails to make such payment when due, (i) if such
payment relates to a Canadian Dollar Letter of Credit, automatically and with no further action
required, the US Borrower’s obligation to reimburse the applicable LC Disbursement shall be
permanently converted into an obligation to reimburse the US Dollar Equivalent, calculated using
the Spot Exchange Rate on the date which such payment was due, of such LC Disbursement and (ii) the
Administrative Agent shall notify each US Revolving Lender of the applicable LC Disbursement, the
US Dollar Equivalent thereof (if such LC Disbursement relates to a Canadian Dollar Letter of
Credit), the payment then due from the




52









 







US Borrower in respect thereof and the amount of such Lender’s participation in such LC
Disbursement, determined as set forth in paragraph (d) above. Promptly following receipt of such
notice, each US Revolving Lender shall pay to the Administrative Agent its participation in such
LC Disbursement (determined as provided in clause (i) above, if such payment relates to a Canadian
Dollar Letter of Credit), in the same manner as provided in Section 2.06 with respect to Loans made
by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the US Revolving Lenders), and the Administrative Agent shall promptly pay to the
Letter of Credit Issuer the amounts so received by it from the US Revolving Lenders. Promptly
following receipt by the Administrative Agent of any payment from the US Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Letter of Credit Issuer
or, to the extent that US Revolving Lenders have made payments pursuant to this paragraph to
reimburse the Letter of Credit Issuer, then to such Lenders and the Letter of Credit Issuer as
their interests may appear. Any payment made by a US Revolving Lender pursuant to this paragraph
to reimburse the Letter of Credit Issuer for any LC Disbursement (other than the funding of Base
Rate US Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and
shall not relieve the US Borrower of its obligation to reimburse such LC Disbursement.




          (f) Obligations Absolute. The US Borrower’s obligation to reimburse LC Disbursements
as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Letter of Credit Issuer under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, the US Borrower’s obligations hereunder. Neither the Administrative Agent, the
Lenders nor the Letter of Credit Issuer, nor any of their respective Affiliates, nor any of their
(and their respective Affiliates’) respective directors, officers, employees, agents and advisors,
shall have any liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Letter of Credit Issuer; provided that the foregoing shall
not be construed to excuse the Letter of Credit Issuer from liability to the US Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are
hereby waived by the US Borrower to the extent permitted by applicable law) suffered by the US
Borrower that are caused by the Letter of Credit Issuer’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the Letter of Credit Issuer (as finally determined by a court of

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competent jurisdiction), the Letter of Credit Issuer shall be deemed to have exercised care in
each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented that appear on their face to
be in substantial compliance with the terms of a Letter of Credit, the Letter of Credit Issuer may,
in its sole discretion, either accept and make payment upon such documents without responsibility
for further investigation, regardless of any notice or information to the contrary, or refuse to
accept and make payment upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.




          (g) Disbursement Procedures. The Letter of Credit Issuer shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for payment under a
Letter of Credit. The Letter of Credit Issuer shall promptly notify the Administrative Agent and
the US Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the
Letter of Credit Issuer has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the US Borrower of its
obligation to reimburse the Letter of Credit Issuer and the US Revolving Lenders with respect to
any such LC Disbursement.




          (h) Interim Interest. If the Letter of Credit Issuer shall make any LC Disbursement,
then, unless the US Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that the US Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Revolving
Loans; provided that, if the US Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.14(c) shall apply; provided
further that, in the case of any LC Disbursement made under a Canadian Dollar Letter of Credit,
the amount of interest due with respect thereto shall (i) in the case of any LC Disbursement that
is reimbursed on or before the Business Day immediately succeeding such LC Disbursement, (A) be
payable in Canadian Dollars and (B) bear interest at the rate per annum then applicable to Canadian
Prime Rate Loans, subject to Section 2.14(c), and (ii) in the case of any LC Disbursement that is
reimbursed after the Business Day immediately succeeding such LC Disbursement, (A) be payable in US
Dollars, (B) accrue on the US Dollar Equivalent, calculated using the Spot Exchange Rate on the
date such LC Disbursement was made, of such LC Disbursement and (C) bear interest at the rate per
annum then applicable to Base Rate Revolving Loans, subject to Section 2.14(c). Interest accrued
pursuant to this paragraph shall be for the account of the Letter of Credit Issuer, except that
interest accrued on and after the date of payment by any US Revolving Lender pursuant to paragraph
(e) of this Section to reimburse the Letter of Credit Issuer shall be for the account of such
Lender to the extent of such payment.




          (i) Replacement of the Letter of Credit Issuer. Any Letter of Credit Issuer may be
replaced at any time by written agreement among the US Borrower, the Administrative Agent, the
replaced Letter of Credit Issuer and the successor Letter of Credit Issuer; provided that
no Letters of Credit issued by the existing Letter of Credit Issuer shall terminate solely due to
such replacement of the Letter of Credit Issuer. The Administrative Agent shall notify the Lenders
of any such replacement of the Letter of Credit Issuer. At the time any such replacement shall
become effective, the US Borrower shall pay all unpaid fees accrued for the account of the replaced
Letter of Credit Issuer pursuant to Section 2.13(b). From and after the

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effective date of any such replacement, (i) the successor Letter of Credit Issuer shall have
all the rights and obligations of the Letter of Credit Issuer under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “Letter of Credit
Issuer” shall be deemed to refer to such successor or to any previous Letter of Credit Issuer, or
to such successor and all previous Letter of Credit Issuers, as the context shall require. After
the replacement of Letter of Credit Issuer hereunder, the replaced Letter of Credit Issuer shall
remain a party hereto and shall continue to have all the rights and obligations of a Letter of
Credit Issuer under this Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the US Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, US Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid
interest thereon; provided that (i) the portions of such amount attributable to undrawn
Canadian Dollar Letters of Credit or LC Disbursements in Canadian Dollars that the US Borrower is
not late in reimbursing shall be deposited in Canadian Dollars in the actual amounts of such
undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due and
payable in US Dollars, without demand or other notice of any kind, upon the occurrence of any Event
of Default with respect to the US Borrower described in Section 8.05. For the purposes of this
paragraph, the Canadian Dollar LC Exposure shall be calculated using the Spot Exchange Rate on the
date that notice demanding cash collateralization is delivered to the US Borrower. Each such
deposit shall be held by the Administrative Agent as collateral for the payment and performance of
the obligations of the US Borrower under this Agreement. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which investments shall be made
at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and
expense, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative
Agent to reimburse the Letter of Credit Issuer for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the US Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of US Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the US Borrower under this Agreement. If the US Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three
Business Days after all Events of Default have been cured or waived. If the US Borrower is
required to provide an amount of cash collateral hereunder pursuant to Section 2.12(a), such amount
(to the extent not applied as aforesaid) shall be returned to the US Borrower as and to the extent
that, after giving effect to

55









 








such return, the US Borrower would remain in compliance with Section 2.12(a) and no Default
shall have occurred and be continuing.




          (k) Issuing Bank Agreements. Unless otherwise requested by the Administrative Agent,
each Letter of Credit Issuer shall report in writing to the Administrative Agent (i) on the first
Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit
during the immediately preceding week, including all issuances, extensions, amendments and
renewals, all expirations and cancelations and all disbursements and reimbursements, (ii) on or
prior to each Business Day on which such Letter of Credit Issuer expects to issue, amend, renew or
extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the
aggregate face amount and currencies of the Letters of Credit to be issued, amended, renewed or
extended by it and outstanding after giving effect to such issuance, amendment, renewal or
extension occurred (and whether the amount thereof changed), it being understood that such Letter
of Credit Issuer shall not permit any issuance, renewal, extension or amendment resulting in an
increase in the amount of any Letter of Credit to occur without first obtaining written (or, with
respect to any Letter of Credit Issuer, if the Administrative Agent so agrees with respect to such
Letter of Credit Issuer, telephonic) confirmation from the Administrative Agent that it is then
permitted under this Agreement, (iii) on each Business Day on which such Letter of Credit Issuer
makes any LC Disbursement in respect of any Letter of Credit, the date of such LC Disbursement and
the amount and currency of such LC Disbursement, (iv) on any Business Day on which the US Borrower
fails to reimburse an LC Disbursement required to be reimbursed to such Letter of Credit Issuer on
such day, the date of such failure, and the amount and currency of such LC Disbursement and (v) on
any other Business Day, such other information as the Administrative Agent shall reasonably
request.




          (l) Conversion. In the event that the Loans become immediately due and payable on any
date pursuant to Article VIII, all amounts (i) that the US Borrower is at the time or thereafter
becomes required to reimburse or otherwise pay to the Administrative Agent in respect of LC
Disbursements made under any Canadian Dollar Letter of Credit (other than amounts in respect of
which the US Borrower has deposited cash collateral pursuant to Section 2.05(j), if such cash
collateral was deposited in Canadian Dollars to the extent so deposited or applied), (ii) that the
Lenders are at the time or thereafter become required to pay to the Administrative Agent and the
Administrative Agent is at the time or thereafter becomes required to distribute to the Letter of
Credit Issuer pursuant to paragraph (e) of this Section 2.05 in respect of unreimbursed LC
Disbursements made under any Canadian Dollar Letter of Credit and (iii) of each Lender’s
participation in any Canadian Dollar Letter of Credit under which an LC Disbursement has been made
shall, automatically and with no further action required, be converted into the US Dollar
Equivalent, calculated using the Spot Exchange Rate on such date (or in the case of any LC
Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On
and after such conversion, all amounts accruing and owed to the Administrative Agent, the Letter of
Credit Issuer or any Lender in respect of the obligations described in this paragraph shall accrue
and be payable in US Dollars at the rates otherwise applicable hereunder.





          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be
made by it and disburse the Discount Proceeds (net of applicable acceptance




56










 







fees) of each B/A to be accepted and purchased by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as provided in
Section 2.04. The Administrative Agent will make such Loans or Discount Proceeds (net of
applicable acceptance fees) available to the applicable Borrower by promptly crediting the
amounts so received, in like funds, to an account of the applicable Borrower (i) in New York
City in the case of Loans made to the US Borrower, (ii) in Toronto, in the case of Canadian
Revolving Loans or B/As and (iii) in London, in the case of UK Revolving Loans, and in each
case designated by the applicable Borrower in the applicable Notice of Borrowing;
provided that Base Rate US Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to
the Letter of Credit Issuer.



          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing or acceptance and purchase of B/As that such Lender will not make
available to the Administrative Agent such Lender’s share of such Borrowing or the applicable
Discount Proceeds (net of applicable acceptance fees), the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with paragraph (a) of this
Section and may, in reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing or the applicable Discount Proceeds (net of applicable acceptance fees) available to the
Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the applicable Borrower
to but excluding the date of payment to the Administrative Agent, at (i) in the case of a Lender,
the greater of (A)(1) the Federal Funds Effective Rate, in the case of Loans denominated in US
Dollars and (2) the rate reasonably determined by the Administrative Agent to be the cost to it of
funding such amount, in the case of Loans denominated in Canadian Dollars or Sterling, and (B) a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation, or (ii) in the case of a Borrower, the interest rate applicable to (A) Base Rate
Loans, if such Borrower is the US Borrower, (B) Canadian Base Rate Loans, if such Borrower is the
Canadian Borrower in the case of a Loan denominated in US Dollars, (C) Canadian Prime Rate Loans,
if such Borrower is the Canadian Borrower in the case of a Loan denominated in Canadian Dollars or
a B/A and (D) Eurodollar Loans with an Interest Period of one month, if such Borrower is the UK
Borrower. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.





               SECTION 2.07. Canadian Bankers’ Acceptances. (a) Each acceptance and purchase
of B/As of a single Contract Period pursuant to Section 2.01(c)(ii) or Section 2.08 shall be
made ratably by the Global Revolving Lenders in accordance with the amounts of their Global
Revolving Loan Commitments. The failure of any Global Revolving Lender to accept or cause its
Canadian Lending Office to accept any B/A required to be accepted by it shall not relieve any
other Global Revolving Lender of its obligations hereunder; provided that the Global
Revolving Loan Commitments are several and no Global Revolving Lender



57









 







     shall be responsible for any other Global Revolving Lender’s failure to accept B/As as
required.



          (b) The B/As of a single Contract Period accepted and purchased on any date shall be in an
aggregate amount that is an integral multiple of C$1,000,000 and not less than C$2,000,000. The
face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Global Revolving
Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be
an integral multiple of C$100,000, the face amount of the B/As accepted by such Lender may be
increased or reduced to the nearest integral multiple of C$100,000 by the Administrative Agent in
its sole discretion. B/As of more than one Contract Period may be outstanding at the same time;
provided that there shall not at any time be more than a total of five B/A Drawings
outstanding (or such greater number as the Administrative Agent shall agree).




          (c) To request an acceptance and purchase of B/As, the Canadian Borrower shall notify the
Administrative Agent of such request by telephone or by telecopy not later than 11:00 a.m., Local
Time, one Business Day before the date of such acceptance and purchase. Each such request shall be
irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written request in a form approved by the Administrative Agent and signed
by the Canadian Borrower. Each such telephonic and written request shall specify the following
information:





	 	(i)	 	the aggregate face amount of the B/As to be accepted and
purchased;
	 
	 	(ii)	 	the date of such acceptance and purchase, which shall be a
Business Day;
	 
	 	(iii)	 	the Contract Period to be applicable thereto, which shall be a
period contemplated by the definition of the term “Contract Period” (and which
shall in no event end after the Maturity Date); and
	 
	 	(iv)	 	the location and number of the Canadian Borrower’s account to
which any funds are to be disbursed, which shall comply with the requirements
of Section 2.06. If no Contract Period is specified with respect to any
requested acceptance and purchase of B/As, then the Canadian Borrower shall be
deemed to have selected a Contract Period of 30 days’ duration.




Promptly following receipt of a request in accordance with this paragraph, the Administrative Agent
shall advise each Global Revolving Lender of the details thereof and of the amount of B/As to be
accepted and purchased by such Lender.




          (d) The Canadian Borrower hereby appoints each Global Revolving Lender as its attorney to sign
and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed
necessary by such Global Revolving Lender, blank forms of B/As. It shall be the responsibility of
each Global Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance
under this Agreement. The Canadian Borrower recognizes and agrees that all B/As signed and/or
endorsed on its behalf by any Global Revolving Lender shall bind the Canadian Borrower as fully and
effectually as if manually signed and duly issued by




58









 







authorized officers of the Canadian Borrower. Each Global Revolving Lender is hereby
authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such
Global Revolving Lender; provided that the aggregate face amount thereof is equal to the
aggregate face amount of B/As required to be accepted by such Lender. No Global Revolving Lender
shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any
such instrument unless such loss or improper use results from the bad faith, gross negligence or
willful misconduct of such Lender. Each Global Revolving Lender shall maintain a record with
respect to B/As (i) received by it from the Administrative Agent in blank hereunder, (ii) voided by
it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their
respective maturities. Each Global Revolving Lender further agrees to retain such records in the
manner and for the periods provided in applicable provincial or Federal statutes and regulations of
Canada and to provide such records to the Canadian Borrower upon its request and at its expense.
Upon request by the Canadian Borrower, a Global Revolving Lender shall cancel all forms of B/A that
have been pre-signed or pre-endorsed on behalf of the Canadian Borrower and that are held by such
Lender and are not required to be issued pursuant to this Agreement.




          (e) Drafts of the Canadian Borrower to be accepted as B/As hereunder shall be signed as set
forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A
may no longer be an authorized signatory for any of the Global Revolving Lenders or the Canadian
Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and
sufficient for all purposes as if such authority had remained in force at the time of such issuance
and any such B/A so signed shall be binding on the Canadian Borrower.




          (f) Upon acceptance of a B/A by a Global Revolving Lender, such Lender shall purchase, or
arrange the purchase of, such B/A from the Canadian Borrower at the Discount Rate for such Lender
applicable to such B/A accepted by it and provide to the Administrative Agent the Discount Proceeds
for the account of the Canadian Borrower as provided in Section 2.06. The acceptance fee payable
by the Canadian Borrower to a Global Revolving Lender under Section 2.13 in respect of each B/A
accepted by such Lender shall be set off against the Discount Proceeds payable by such Lender under
this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the
conversion or continuation of a B/A Drawing or Global Revolving Loan pursuant to Section 2.08, the
net amount that would otherwise be payable to the Canadian Borrower by each Lender pursuant to this
paragraph will be applied as provided in Section 2.08(f).




          (g) Each Global Revolving Lender may at any time and from time to time hold, sell, rediscount
or otherwise dispose of any or all B/A’s accepted and purchased by it; provided that no
such sale or disposition shall cause the amount payable by a Borrower under Section 2.18 to exceed
the amount that would have been payable thereunder in the absence of such sale or disposition.




          (h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period
applicable thereto.




59









 








          (i) The Canadian Borrower waives presentment for payment and any other defense to payment of
any amounts due to a Global Revolving Lender in respect of a B/A accepted and purchased by it
pursuant to this Agreement that might exist solely by reason of such B/A being held, at the
maturity thereof, by such Lender in its own right and the Canadian Borrower agrees not to claim any
days of grace if such Lender as holder sues the Canadian Borrower on the B/A for payment of the
amounts payable by the Canadian Borrower thereunder. On the specified maturity date of a B/A, or
such earlier date as may be required pursuant to the provisions of this Agreement, the Canadian
Borrower shall pay the Global Revolving Lender that has accepted and purchased such B/A the full
face amount of such B/A (or shall make provision for the conversion or continuation of such B/A in
accordance with Section 2.08) in Canadian Dollars, and after such payment the Canadian Borrower
shall have no further liability in respect of such B/A and such Lender shall be entitled to all
benefits of, and be responsible for all payments due to third parties under, such B/A.




          (j) At the option of the Canadian Borrower and any Global Revolving Lender, B/As under this
Agreement to be accepted by that Lender may be issued in the form of depository bills for deposit
with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act
(Canada). All depository bills so issued shall be governed by the provisions of this Section 2.07.




          (k) If a Global Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a
Global Revolving Lender notifies the Administrative Agent in writing that it is otherwise unable to
accept B/As, such Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A
Equivalent Loan”) from its Canadian Lending Office to the Canadian Borrower in the amount and
for the same term as the draft that such Lender would otherwise have been required to accept and
purchase hereunder. Each such Lender may request that such B/A Equivalent Loan be evidenced by a
non-interest bearing promissory note, in a form approved by the US Borrower and the Administrative
Agent. Each such Lender will provide to the Administrative Agent the Discount Proceeds of such B/A
Equivalent Loan for the account of the Canadian Borrower in the same manner as such Lender would
have provided the Discount Proceeds in respect of the draft that such Lender would otherwise have
been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest
at the same rate that would result if such Lender had accepted (and been paid an acceptance fee
for) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the
intention of the parties that each such B/A Equivalent Loan shall have the same economic
consequences for the Global Revolving Lenders and the Canadian Borrower as the B/A that such B/A
Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A
Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan
in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount
of the B/A. Subject to the repayment requirements of this Agreement, on the last day of the
relevant Contract Period for such B/A Equivalent Loan, the Canadian Borrower shall be entitled to
convert each such B/A Equivalent Loan into another type of Loan, or to roll over each such B/A
Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions
of this Agreement.




          (l) If the Administrative Agent determines and promptly notifies the US Borrower that, by
reason of circumstances affecting the money market, there is no market for




60









 







B/As, (i) the right of the Canadian Borrower to request an acceptance and purchase of B/As
shall be suspended until the Administrative Agent determines that the circumstances causing such
suspension no longer exist and so notifies the US Borrower, and (ii) any notice relating to an
acceptance and purchase of B/As that is outstanding at such time shall be deemed to be a notice
requesting a Canadian Prime Rate Borrowing (as if it were a notice given pursuant to Section 2.03).





               SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing and Term
Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing and,
in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified (or
deemed to be specified) in such Notice of Borrowing. Each B/A Drawing shall have a Contract
Period as specified (or deemed to be specified) in the applicable request therefor.
Thereafter, the applicable Borrower may elect to convert such Borrowing or a B/A Drawing to a
different Type or to continue such Borrowing or B/A Drawing and, in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section, it being
understood that no B/A Drawing may be converted or continued other than at the end of the
Contract Period applicable thereto. The applicable Borrower may elect different options with
respect to different portions of the affected Borrowing or B/A Drawing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing or accepting the B/As comprising such B/A Drawing, as the case may be, and the Loans
or B/As comprising each such portion shall be considered a separate Borrowing or B/A Drawing.
Notwithstanding any other provision of this Section, no Borrowing or B/A Drawing may be
converted into or continued as a Borrowing or B/A Drawing with an Interest Period or Contract
Period ending after the applicable Maturity Date. This Section shall not apply to Swingline
Borrowings, which may not be converted or continued.



          (b) To make an election pursuant to this Section, a Borrower (or the US Borrower on its
behalf) shall notify the Administrative Agent of such election by telephone or telecopy (i) in the
case of an election that would result in a Borrowing, by the time that a Notice of Borrowing would
be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election and (ii) in the case
of an election that would result in a B/A Drawing or the continuation of a B/A Drawing, by the time
and date that a request would be required under Section 2.07 if such Borrower were requesting an
acceptance and purchase of B/As to be made on the effective date of such election. Each such
Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the applicable Borrower (or the US Borrower
on its behalf). Notwithstanding any other provision of this Section, no Borrower shall be
permitted to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurodollar
Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing or B/A Drawing to a
Borrowing or B/A Drawing not available under the Tranche of Commitments pursuant to which such
Borrowing or B/A Drawing was made.




          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02 and paragraph (f) of this Section:




61









 






	 	(i)	 	the Borrowing or B/A Drawing to which such Interest Election
Request applies and, if different options are being elected with respect to
different portions thereof, the portions thereof to be allocated to each
resulting Borrowing or B/A Drawing (in which case the information to be
specified pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing or B/A Drawing);
	 
	 	(ii)	 	the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;
	 
	 	(iii)	 	whether the resulting Borrowing is to be a Base Rate
Borrowing, a Eurodollar Borrowing, a Canadian Base Rate Borrowing, a Canadian
Prime Rate Borrowing or a B/A Drawing; and
	 
	 	(iv)	 	if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest
Period”, and in the case of an election of a B/A Drawing, the Contract Period
to be applicable thereto, which shall be a period contemplated by the
definition of the term “Contract Period”.




If any such Interest Election Request requests a Eurodollar Borrowing or B/A Drawing but does not
specify an Interest Period or Contract Period, then the applicable Borrower shall be deemed to have
selected an Interest Period or Contract Period of one month’s or 30 days’ duration, as applicable.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting
Borrowing or B/A Drawing.




          (e) If the applicable Borrower fails to deliver a timely Interest Election Request with
respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest Period applicable
thereto, such Eurodollar Borrowing shall, (i) in the case of a Borrowing by the US Borrower
denominated in US Dollars, be converted to a Base Rate Borrowing, (ii) in the case of a Borrowing
by the Canadian Borrower denominated in US Dollars, be converted to a Canadian Base Rate Borrowing
and (iii) in the case of a Borrowing by the UK Borrower denominated in Sterling or US Dollars, be
converted to a Eurodollar Borrowing with an Interest Period of one month’s duration.
Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the US
Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing
denominated in US Dollars may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Borrowing denominated in US Dollars shall be converted to a Base
Rate Borrowing at the end of the Interest Period applicable thereto.




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          (f) Upon the conversion of any Canadian Borrowing (or portion thereof), or the continuation of
any B/A Drawing (or portion thereof), to or as a B/A Drawing, the net amount that would otherwise
be payable to the Canadian Borrower by each Global Revolving Lender pursuant to Section 2.07(f) in
respect of such new B/A Drawing shall be applied against the principal of the Canadian Revolving
Loan made by such Lender as part of such Canadian Borrowing (in the case of a conversion), or the
reimbursement obligation owed to such Lender under Section 2.07(i) in respect of the B/As accepted
by such Lender as part of such maturing B/A Drawing (in the case of a continuation), and the
Canadian Borrower shall pay to such Lender an amount equal to the difference between the principal
amount of such Canadian Revolving Loan or the aggregate face amount of such maturing B/As, as the
case may be, and such net amount in respect of such new B/A Drawing.




          (g) A Borrowing of any Tranche may not be converted to or continued as a Eurodollar Borrowing
if after giving effect thereto (i) the Interest Period therefor would commence before and end after
a date on which any principal of the Loans of such Tranche is scheduled to be repaid and (ii) the
sum of the aggregate principal amount of outstanding Eurodollar Borrowings of such Tranche with
Interest Periods ending on or prior to such scheduled repayment date plus the aggregate
principal amount of outstanding Base Rate Borrowings or Canadian Base Rate Borrowings, as
applicable, of such Tranche would be less than the aggregate principal amount of Loans of such
Tranche required to be repaid on such scheduled repayment date.





               SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously
terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on
the Effective Date and (ii) both the US Revolving Loan Commitments and the Global Revolving
Loan Commitments shall terminate on the Revolving Loan Maturity Date.



          (b) The Borrowers may at any time terminate, without payment of any premium or penalty, or
from time to time reduce, the Commitments of any Tranche; provided that (i) each reduction
of the Commitments of any Tranche shall be in an amount that is an integral multiple of $500,000
and not less than $1,000,000, (ii) the Borrowers shall not terminate or reduce the US Revolving
Loan Commitments if, after giving effect to any concurrent prepayment of the US Revolving Loans in
accordance with Section 2.12, the total US Revolving Credit Exposures would exceed the US Total
Revolving Loan Commitment and (iii) the Borrowers shall not terminate or reduce the Global
Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Global
Revolving Loans in accordance with Section 2.12, the total Global Revolving Credit Exposures would
exceed the Global Total Revolving Loan Commitments.




          (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate
or reduce the Commitments under paragraph (b) of this Section at least two Business Days prior to
the effective date of such termination or reduction, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the US Revolving Loan
Commitments or the Global Revolving Loan Commitments delivered by




63









 




a Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by such Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments of any Tranche shall be permanent.
Each reduction of the Commitments of any Tranche shall be made ratably among the Lenders in
accordance with their respective Commitments under such Tranche.





               SECTION 2.10. Repayment of Loans and B/As; Evidence of Debt. (a) Each Borrower
(or, in the case of clauses (ii) and (iii), the US Borrower) hereby unconditionally promises
to pay (i) to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan of such Lender made to such Borrower on the Revolving
Loan Maturity Date, and the face amount of each B/A of such Borrower, if any, accepted by such
Lender as provided in Section 2.07, (ii) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Term Loan of such Lender as provided in
Section 2.12 and (iii) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the earlier of the Revolving Loan Maturity Date and the first date after
such Swingline Loan is made that is the 15th or last day of a calendar month and is
at least two Business Days after such Swingline Loan is made; provided that on each
date that a US Revolving Borrowing is made, the US Borrower shall repay all Swingline Loans
that were outstanding on the date such Borrowing was requested.



          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made or B/A
accepted by such Lender, including the amounts of principal and interest and amounts in respect of
B/As payable and paid to such Lender from time to time hereunder.




          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Tranche, Type and currency thereof and the Interest Period
applicable thereto, and the amount of each B/A and the Contract Period applicable thereto, (ii) the
amount of any principal, interest or other amount in respect of any B/A due and payable or to
become due and payable from the Canadian Borrower to each Lender hereunder, (iii) the amount of any
principal, interest or other amount in respect of any Loan due and payable or to become due and
payable from the applicable Borrower to each Lender hereunder and (iv) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.




          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation of any Borrower to
repay the Loans or B/As in accordance with the terms of this Agreement.




          (e) Any Lender may request that Loans of any Tranche made by it be evidenced by a promissory
note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) and in the form of Exhibit




64









 




A-1, A-2A, A-2B or A-3, as applicable. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment pursuant to Section 10.04)
be represented by one or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).





               SECTION 2.11. Voluntary Prepayments. (a) The Borrowers shall have the right at
any time and from time to time to prepay any Borrowing or amount owed in respect of
outstanding B/As, in whole or in part, subject to prior notice in accordance with paragraph
(c) of this Section and payment of any amounts required under Section 2.17.



          (b) Prior to any optional or mandatory prepayment of Borrowings or amounts owing in respect of
outstanding B/A Drawings, the applicable Borrower shall select the Borrowing or Borrowings and the
B/A Drawing or B/A Drawings to be prepaid and shall specify such selection in the notice of such
prepayment pursuant to paragraph (c) below.




          (c) The US Borrower, Canadian Borrower or UK Borrower, as the case may be, shall give the
Administrative Agent at the applicable Notice/Payment Office written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term
Loans, US Revolving Loans, Global US Revolving Loans, Canadian Revolving Loans, UK Revolving Loans
or Swingline Loans, the amount of such prepayment, the Types of Loans to be repaid and (in the case
of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Eurodollar Loans were made,
which notice (i) shall be given by the applicable Borrower, (A) prior to 12:00 noon. (Local Time)
at least one Business Day prior to the date of such prepayment in the case of Loans maintained as
Base Rate Loans (other than Swingline Loans), Canadian Base Rate Loans and Canadian Prime Rate
Loans, (B) prior to 12:00 noon. (Local Time) at least one Business Day prior to the date of such
prepayment in the case of Eurodollar Loans and (C) prior to 12:00 noon. (Local Time) on the date of
such prepayment in the case of Swingline Loans and (ii) shall, except in the case of Swingline
Loans, promptly be transmitted by the Administrative Agent to each of the applicable Lenders.




          (d) except for a prepayment pursuant to Section 2.20, each prepayment of B/A Drawings or
principal of Term Borrowings pursuant to this Section 2.11 shall be applied to the B/As included in
such B/A Drawing or the Term Loans included in such Term Borrowing, as applicable, and to reduce
the remaining Scheduled Repayments of the Term Loans, at the US Borrower’s option, in direct order
of maturity or on a pro rata basis (in each case, based upon the then remaining principal amounts
of such Scheduled Repayments after giving effect to all prior reductions thereto);




          (e) Amounts to be applied pursuant to this Section or Article VIII to prepay or repay amounts
to become due with respect to outstanding B/As shall be deposited in the Prepayment Account (as
defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account
allocable to amounts to become due in respect of B/As on the last day of their respective Contract
Periods until all amounts due in respect of outstanding B/As have been prepaid or until all the
allocable cash on deposit has been exhausted. For purposes of this Agreement, the term “Prepayment
Account” shall mean an account established by the Canadian Borrower with the Administrative Agent
and over which the Administrative




65









 




Agent shall have exclusive dominion and control, including the exclusive right of withdrawal
for application in accordance with this paragraph (e). The Administrative Agent will, at the
request of the Canadian Borrower, invest amounts on deposit in the Prepayment Account in
short-term, cash equivalent investments selected by the Administrative Agent in consultation with
the Canadian Borrower that mature on or prior to the last day of the applicable Contract Periods of
the B/As to be prepaid; provided, however, that the Administrative Agent shall have
no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall
have occurred and be continuing. The Canadian Borrower shall indemnify the Administrative Agent
for any losses relating to the investments so that the amount available to prepay amounts due in
respect of B/As on the last day of the applicable Contract Period is not less than the amount that
would have been available had no investments been made pursuant hereto. Other than any interest
earned on such investments (which shall be for the account of the Canadian Borrower, to the extent
not necessary for the prepayment of B/As in accordance with this Section), the Prepayment Account
shall not bear interest. Interest or profits, if any, on such investments shall be deposited in
the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the
Loans and all amounts due hereunder has been accelerated pursuant to Article VIII, the
Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment
Account to satisfy any of the Loan Document Obligations in respect of Canadian Revolving Loans and
B/As (and the Canadian Borrower hereby grants to the Administrative Agent, as agent for the Secured
Parties, a security interest in its Prepayment Account to secure such Loan Document Obligations).





               SECTION 2.12. Mandatory Repayments. (a)(i) If on any date the US Revolving
Credit Exposure of any Lender (after giving effect to any concurrent prepayment of US
Revolving Loans) would exceed such Lender’s US Revolving Loan Commitment, or if the sum of the
total US Revolving Credit Exposures (after giving effect to any concurrent prepayment of the
US Revolving Loans) would exceed the US Total Revolving Loan Commitment, the US Borrower shall
repay on such date the principal of Swingline Loans and, after all Swingline Loans have been
repaid in full or if no Swingline Loans are outstanding, the US Borrower shall repay on such
date the principal of US Revolving Loans, in either case, in the aggregate amount necessary to
eliminate such excess. If, after giving effect to the prepayment of all outstanding Swingline
Loans and all outstanding US Revolving Loans, the LC Exposure of any Lender exceeds such
Lender’s US Revolving Loan Commitment as then in effect, the US Borrower shall pay to the
Administrative Agent at the applicable Notice/Payment Office on such date the amount in cash
and/or Cash Equivalents necessary to eliminate such excess (up to the aggregate amount of LC
Exposure at such time) and the Administrative Agent shall hold such payment as security for
the obligations of the US Borrower hereunder pursuant to a cash collateral agreement to be
entered into in form and substance reasonably satisfactory to the Administrative Agent.




	 	(ii)	 	If on any date the Global Revolving Credit Exposures of any
Global Revolving Lender (after giving effect to all other concurrent
prepayments on such date) would exceed such Lender’s Global Revolving Loan
Commitment, or if the sum of the total Global Revolving Credit Exposures (after
giving effect to all other concurrent prepayments on such date) would exceed
the Global Total Revolving Loan Commitment, the US




66









 






	 	 	 	Borrower shall repay on such date the principal of Global US Revolving
Loans, if any, in the aggregate amount necessary to eliminate such excess.
	 
	 	(iii)	 	If on any date the total Canadian Revolving Credit Exposures
(after giving effect to all other concurrent prepayments on such date) would
exceed $30,000,000, the Canadian Borrower shall prepay on such date the
principal of Canadian Revolving Loans incurred by it in an aggregate amount
equal to such excess.
	 
	 	(iv)	 	If on any date the UK Revolving Credit Exposure (after giving
effect to all other concurrent prepayments on such date) would exceed
$10,000,000, the UK Borrower shall prepay on such date the principal of UK
Revolving Loans incurred by it in an aggregate amount equal to such excess.





          (b) In addition to any other mandatory repayments pursuant to this Section 2.12, on each date
set forth below, the US Borrower shall be required to repay that principal amount of Term Loans, to
the extent then outstanding, as is set forth opposite each such date (each such repayment, as the
same may be reduced as provided in Sections 2.11(d) and 2.12(f), a “Scheduled Repayment”):




	 	 	 	 	 
	Scheduled Repayment Date	 	Amount
	March 31, 2006
	 	$	875,000	 
	June 30, 2006
	 	$	875,000	 
	September 30, 2006
	 	$	875,000	 
	December 31, 2006
	 	$	875,000	 
	March 31, 2007
	 	$	875,000	 
	June 30, 2007
	 	$	875,000	 
	September 30, 2007
	 	$	875,000	 
	December 31, 2007
	 	$	875,000	 
	March 31, 2008
	 	$	875,000	 
	June 30, 2008
	 	$	875,000	 
	September 30, 2008
	 	$	875,000	 
	December 31, 2008
	 	$	875,000	 
	March 31, 2009
	 	$	875,000	 
	June 30, 2009
	 	$	875,000	 
	September 30, 2009
	 	$	875,000	 
	December 31, 2009
	 	$	875,000	 
	March 31, 2010
	 	$	875,000	 
	June 30, 2010
	 	$	875,000	 
	September 30, 2010
	 	$	875,000	 
	December 31, 2010
	 	$	875,000	 
	March 31, 2011
	 	$	875,000	 
	June 30, 2011
	 	$	875,000	 
	September 30, 2011
	 	$	875,000	 
	December 31, 2011
	 	$	875,000	 
	March 31, 2012
	 	$	875,000	 
	June 30, 2012
	 	$	875,000	 
	September 31, 2012
	 	$	875,000	 
	Term Loan Maturity Date
	 	$	326,375,000	 






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Notwithstanding the foregoing, if the aggregate principal amount of the Term Loans made on the
Effective Date is less than $350,000,000, then the Scheduled Repayments to be made pursuant to this
Section shall be reduced ratably by an aggregate amount equal to such difference.




          (c) In addition to any other mandatory repayments pursuant to this Section 2.12, on the fifth
Business Day following each date on or after the Effective Date on which Holdings or any of its
Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net
Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment in accordance with the
requirements of Section 2.12(f) and 2.12(g); provided that such Net Sale Proceeds shall not
give rise to a mandatory repayment on such date to the extent that no Default or Event of Default
then exists and such Net Sale Proceeds shall be used or contractually committed to be used to
purchase, or repair damage to, assets used or to be used in the businesses permitted pursuant to
Section 7.01 (including (but only to the extent permitted by Section 7.02), the purchase of the
capital stock of a Person engaged in such businesses) within 365 days following the date of receipt
of such Net Sale Proceeds from such Asset Sale; and provided further that (i) if all or any
portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within
such 365-day period, such remaining portion shall be applied on the last day of such period (or
such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the
Net Sale Proceeds from such Asset Sale as set forth above) as a mandatory repayment as provided
above (without giving effect to the immediately preceding proviso) and (ii) if all or any portion
of such Net Sale Proceeds are not so used within such 365-day period referred to in clause (i) of
this proviso because such amount is contractually committed to be used and subsequent to such date
such contract is terminated or expires without such portion being so used, such remaining portion
shall be applied on the second Business Day following the date of such termination or expiration as
a mandatory repayment as provided above (without giving effect to the immediately preceding
proviso). Notwithstanding the foregoing provisions of this Section 2.12(c), so long as no Default
or Event of Default shall have occurred and be continuing, no mandatory repayments shall be
required pursuant to the immediately preceding proviso appearing in this Section 2.12(c) until the
date on which the aggregate Net Sale Proceeds from all Asset Sales not reinvested within the time
periods specified by said proviso equals or exceeds $2,000,000.




          (d) In addition to any other mandatory repayments pursuant to this Section 2.12, on each date
on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash
proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred
pursuant to Section 7.04 as in effect (and waived in accordance with Section 10.11)) from time to
time or issuance of Preferred Stock (other than Qualified Preferred Stock) by Holdings or any of
its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds of the respective incurrence of
Indebtedness or issuance of Preferred Stock shall be applied as a mandatory repayment in accordance
with the requirements of Section 2.12(f) and 2.12(g). Notwithstanding the foregoing provisions of
this Section 2.12(d), so long as no Default or Event of Default shall have occurred and be
continuing, no mandatory repayment




68









 




shall be required pursuant to this Section 2.12(d) until the date on which the sum of the Net
Cash Proceeds required to be applied pursuant to this Section 2.12(d) as mandatory repayments in
the absence of this sentence equals or exceeds $2,000,000.




          (e) In addition to any other mandatory repayments pursuant to this Section 2.12, on each
Excess Cash Flow Payment Date, an amount equal to (i) the Applicable Excess Cash Flow Percentage of
the Excess Cash Flow for the relevant Excess Cash Flow Payment Period minus (ii) the
aggregate amount of principal repayments of Loans made during the relevant Excess Cash Flow Payment
Period to the extent (and only to the extent) that such repayments were made as a voluntary
prepayment pursuant to Section 2.11 with internally generated funds (but in a case of a voluntary
prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a corresponding
voluntary reduction to the Total Revolving Loan Commitment) shall be applied as a mandatory
repayment in accordance with the requirements of Section 2.12(f).




          (f) Each amount required to be applied pursuant to Sections 2.12(c), (d) and (e) in accordance
with this Section 2.12(f) shall be applied to repay the outstanding principal amount of Term Loans
on a pro rata basis. All repayments of outstanding Term Loans pursuant to Section 2.12(c), (d) and
(e) shall be applied to reduce the then remaining Scheduled Repayments of the Term Loans on a pro
rata basis (based upon the then remaining Scheduled Repayments after giving effect to all prior
reductions thereto).




          With respect to each repayment of Loans required by this Section 2.12, the US Borrower, the
Canadian Borrower or the UK Borrower, as the case may be, may designate the Types of Loans of the
respective Tranche that are to be repaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings of the respective Tranche pursuant to which such Eurodollar Loans were
made; provided that: (i) repayments of Eurodollar Loans pursuant to this Section 2.12 on a
day other than the last day of an Interest Period applicable thereto shall be accompanied by
payment by the US Borrower, the UK Borrower or the Canadian Borrower, as the case may be, of all
breakage costs and other amounts owing to each Lender pursuant to Section 2.17; (ii) if any
repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an amount less than the minimum amount
for such Borrowing set forth in Section 2.02(c), such Borrowing shall be converted at the end of
the then current Interest Period into a Borrowing of Base Rate Loans (if a Borrowing by the US
Borrower) or Canadian Base Rate Loans (if a Borrowing by the Canadian Borrower) ; and (iii) each
repayment of any Tranche of Loans made pursuant to a Borrowing shall be applied pro rata among such
Tranche of Loans. In the absence of a designation by the US Borrower, the Canadian Borrower or the
UK Borrower, as the case may be, as described in the preceding sentence, the Administrative Agent
shall, subject to the above, make such designation in its sole discretion with a view, but no
obligation, to minimize breakage costs owing under Section 2.17. Notwithstanding the foregoing
provisions of this Section 2.12 (other than Section 2.12(a) or (b), which Sections shall not have
the benefits of this sentence), if at any time the mandatory repayment of Loans pursuant to this
Section 2.12 would result, after giving effect to the procedures set forth in this clause (i)
above, in any Borrower incurring breakage costs under Section 2.17 as a result of Eurodollar Loans
being repaid other than on the last day of an Interest Period applicable thereto (any such
Eurodollar Loans, “Affected Loans”), the US Borrower, the Canadian Borrower or the UK
Borrower, as the case may be, may elect, by




69









 







written notice to the Administrative Agent, to have the provisions of the following sentence
be applicable so long as no Default or Event of Default then exists. At the time any Affected
Loans are otherwise required to be prepaid, the US Borrower, the Canadian Borrower or the UK
Borrower, as the case may be, may elect to deposit 100% (or such lesser percentage elected by the
US Borrower, the Canadian Borrower or the UK Borrower, as the case may be, as not being repaid) of
the principal amounts that otherwise would have been paid in respect of the Affected Loans with the
Administrative Agent to be held as security for the obligations of the US Borrower, the Canadian
Borrower or the UK Borrower, as the case may be, hereunder pursuant to a cash collateral agreement
to be entered into in form and substance satisfactory to the Administrative Agent, with such cash
collateral to be released from such cash collateral account (and applied to repay the principal
amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest
Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by
the US Borrower, the Canadian Borrower or the UK Borrower, as the case may be), with the amount to
be so released and applied on the last day of each Interest Period to be the amount of such
Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining
in such cash collateral account); provided, however, that at any time while an
Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative
Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrowers to,
follow said directions) to apply any or all proceeds then on deposit in such collateral account to
the payment of such Affected Loans.




          (g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then
outstanding Loans of a given Tranche shall be repaid in full on the respective Maturity Date for
such Tranche of Loans.




          (h) Notwithstanding anything to the contrary contained in this Section 2.12 (and subject to
Section 2.21), all payments owing with respect to each Tranche of outstanding Loans pursuant to
this Section 2.12 shall be made in the respective currency or currencies in which the respective
obligations are owing in accordance with the terms of this Agreement. For purposes of making
calculations pursuant to this Section 2.12, the Administrative Agent shall be entitled to use the
US Dollar Equivalent of any such amounts required to be converted into other currencies for
purposes of making determinations pursuant to this Section 2.12.





               SECTION 2.13. Fees. (a) The US Borrower agrees to pay to the Administrative
Agent for the account of each Lender a Commitment Fee (the “Commitment Fee”), which
shall accrue at the Applicable Rate on the average daily unused amount of the Term Loan
Commitment, the US Revolving Loan Commitment and the Global Revolving Loan Commitment of such
Lender during the period from and including the Effective Date to but excluding the date on
which such Commitment terminates. Accrued Commitment Fees shall be payable in US Dollars in
arrears (i) in the case of Commitment Fees in respect of the US Revolving Loan Commitments, on
the third Business Day after the last day of March, June, September and December of each year
and on the date on which the US Revolving Loan Commitments terminate, commencing on the first
such date to occur after the date hereof, (ii) in the case of Commitment Fees in respect of
the Global Revolving Loan Commitments, on the third Business Day after the last day of March,
June, September and December of each year and on the date on which the Global Revolving Loan
Commitments terminate, commencing on the first such date to occur after the date hereof



70









 






and (iii) in the case of Commitment Fees in respect of the Term Loan Commitments, on the
Effective Date or any earlier date on which such Commitments terminate. All Commitment Fees
shall be computed on the basis of a year of 360 days and, in each case, shall be payable for
the actual number of days elapsed (including the first day but excluding the last day). For
purposes of computing Commitment Fees with respect to US Revolving Loan Commitments, a US
Revolving Loan Commitment of a Lender shall be deemed to be used to the extent of the
outstanding US Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of
such Lender shall be disregarded for such purpose).



          (b) The US Borrower agrees to pay (i) to the Administrative Agent for the account of each US
Revolving Lender a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate as interest on Eurodollar US Revolving Loans on the
average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender’s US Revolving Loan Commitment terminates and
the date on which such Lender ceases to have any LC Exposure, and (ii) to each Letter of Credit
Issuer (for its own account) a fronting fee, which shall accrue at a rate of 0.20% per annum or as
otherwise separately agreed upon between the US Borrower and such Letter of Credit Issuer on the
average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) in respect of Letters of Credit issued by such Letter of Credit Issuer during the
period from and including the Effective Date to but excluding the later of the date of termination
of the US Revolving Loan Commitments and the date on which there ceases to be any LC Exposure in
respect of Letters of Credit issued by such Letter of Credit Issuer, as well as such Letter of
Credit Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any
Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and December of each year
shall be payable on the third Business Day following such last day, commencing on the first such
date to occur after the Effective Date; provided that all such fees shall be payable on the
date on which the US Revolving Loan Commitments terminate and any such fees accruing after the date
on which the US Revolving Loan Commitments terminate shall be payable on demand. Any other fees
payable to the Letter of Credit Issuer pursuant to this paragraph shall be payable within 10 days
after demand. All participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). For purposes of computing the average daily amount of the LC Exposure for
any period under this Section 2.13(b), the average daily amount of the Canadian Dollar LC Exposure
for such period shall be calculated by multiplying (x) the average daily balance of each Canadian
Dollar Letter of Credit (expressed in Canadian Dollars) by (y) the Spot Exchange Rate for Canadian
Dollars in effect on the last Business Day of such period or by such other reasonable method that
the Administrative Agent deems appropriate.




          (c) The Canadian Borrower agrees to pay to the Administrative Agent, for the account of each
Global Revolving Lender, on each date on which B/As drawn by the Canadian Borrower are accepted
hereunder, in Canadian Dollars, an acceptance fee computed by multiplying (i) the face amount of
all B/As drawn on such date by (ii) the Applicable Rate for B/A Drawings on such date by (iii) a
fraction, the numerator of which is the number of days in the Contract Period applicable to such
B/A and the denominator of which is 365.





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          (d) Each Borrower agrees to pay to the Administrative Agent, for its own account,
fees payable in the amounts and at the times separately agreed upon between the US Borrower
and the Administrative Agent.




          (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Letter of Credit Issuer, in the case of fees payable to it)
for distribution, in the case of Commitment Fees and participation fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.





     SECTION 2.14. Interest. (a) The Loans comprising each Base Rate Borrowing
(including each Swingline Loan) shall bear interest at the Base Rate plus the
Applicable Rate.



          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Eurodollar Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate.




          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2%
plus the rate (including margin) otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the
rate (including margin) applicable to Base Rate Revolving Loans as provided in paragraph (a) of
this Section.




          (d) The loans comprising each Canadian Prime Rate Borrowing shall bear interest at the
Canadian Prime Rate plus the Applicable Rate. The loans comprising each Canadian Base Rate
Borrowing shall bear interest at the Canadian Base Rate plus the Applicable Rate.




          (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
and on the applicable Maturity Date for such Loan and, in the case of Revolving Loans of any
Tranche, upon termination of the Commitments of such Tranche; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan,
Canadian Prime Rate Loan or Canadian Base Rate Loan prior to the end of the Revolving Availability
Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of
such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior
to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.




          (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to (A) the Canadian Prime Rate, (B) the Base Rate at times when the
Base Rate is based on the Prime Rate and (C) the Canadian Base Rate at times when the Canadian Base
Rate is based on the rate described in clause (a) of the definition thereof shall be computed on
the basis of a year of 365 days (or, except for purposes of clause
(A) above, when the Canadian Prime Rate is based upon the rate described in clause (b) of the


72









 







definition thereof, 366 days in a leap year), and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). The applicable Base
Rate, Eurodollar Rate, Canadian Prime Rate or Canadian Base Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest error. For the
purposes of the Interest Act (Canada), whenever any interest or fee under this Agreement is
calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate
determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (A) the
applicable rate based on a year of 360 days or 365 days, as the case may be, (B) multiplied by the
actual number of days in the calendar year in which the period for which such interest or fee is
payable (or compounded) ends, and (C) divided by 360 and 365, as the case may be. The rates of
interest under this Agreement are nominal rates, and not effective rates or yields. The principle
of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.




          (g) If any provision of this Agreement would require the Canadian Borrower to make any payment
of interest or other amount payable to any Global Revolving Lender in an amount or calculated at a
rate that would be prohibited by law or would result in a receipt by that Lender of “interest” at a
“criminal rate” (as such terms are construed under the Criminal Code (Canada)), then,
notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with
retroactive effective to the maximum amount or rates of interest, as the case may be, as would not
be so prohibited by law or so result in a receipt by that Lender of “interest” at a “criminal
rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary),
as follows:




	 	(i)	 	first, by reducing the amount or rate of interest or the amount
or rate of any acceptance fee required to be paid to the affected Lender under
Section 2.13(c); and
	 
	 	(ii)	 	thereafter, by reducing any fees, commissions, premiums and
other amounts required to be paid to the affected Lender that would constitute
interest for purposes of Section 347 of the Criminal Code (Canada).






     SECTION 2.15. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:



          (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar
Rate for such Interest Period; or




          (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate for
such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Loans included in such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, in the case of
Eurodollar Borrowings, until the Administrative Agent notifies the applicable Borrower and the


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Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurodollar Borrowing shall be ineffective and (ii) if any Notice of Borrowing requests a
Eurodollar Borrowing, (A) in the case of a Eurodollar Borrowing made to the US Borrower, such
Borrowing shall be made as a Base Rate Borrowing, (B) in the case of a Eurodollar Borrowing made to
the Canadian Borrower, such Borrowing shall be made as a Canadian Base Rate Borrowing and (C) in
the case of a Eurodollar Borrowing made to the UK Borrower, such
Borrowing shall bear interest at such rate as the Lenders and the UK Borrower may agree adequately reflects the costs to the Lenders
of making or maintaining their Loans (or, in the absence of such agreement, shall be repaid as of
the last day of the current Interest Period applicable thereto).





     SECTION 2.16. Increased Costs. (a) If any Change in Law shall:


 
	 	(i)	 	impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except any such reserve requirement
reflected in the Eurodollar Rate) or the Letter of Credit Issuer; or

	 
	 	(ii)	 	impose on any Lender or the Letter of Credit Issuer or the
London or Canadian interbank markets any other condition affecting this
Agreement or Eurodollar Loans or B/A Drawings made by such Lender or any Letter
of Credit or participation therein;





and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan or obtaining funds for the purchase of B/As (or of maintaining its
obligation to make any such Loan or to accept and purchase B/As) or to increase the cost to such
Lender or the Letter of Credit Issuer of participating in, issuing or maintaining any Letter of
Credit or to reduce the amount of any sum received or receivable by such Lender or the Letter of
Credit Issuer hereunder (whether of principal, interest or otherwise), then the applicable Borrower
will pay to such Lender or the Letter of Credit Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the Letter of Credit Issuer, as the case may be, for
such additional costs incurred or reduction suffered.




          (b) If any Lender or the Letter of Credit Issuer determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return on such Lender’s
or the Letter of Credit Issuer’s capital or on the capital of such Lender’s or the Letter of Credit
Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the
Letter of Credit Issuer, to a level below that which such Lender or the Letter of Credit Issuer or
such Lender’s or the Letter of Credit Issuer’s holding company could have achieved but for such
Change in Law (taking into consideration such Lender’s or the Letter of Credit Issuer’s policies
and the policies of such Lender’s or the Letter of Credit Issuer’s holding company with respect to
capital adequacy), then from time to time the applicable Borrower will pay to such Lender or the
Letter of Credit Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or the Letter of Credit Issuer or such Lender’s or the
Letter of Credit Issuer’s holding company for any such reduction suffered.




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          (c) A certificate of a Lender or the Letter of Credit Issuer setting forth the amount or
amounts necessary to compensate such Lender or the Letter of Credit Issuer or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the
applicable Borrower and shall be conclusive absent manifest error. The US Borrower shall pay such
Lender or the Letter of Credit Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.




          (d) Failure or delay on the part of any Lender or the Letter of Credit Issuer to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Letter
of Credit Issuer’s right to demand such compensation; provided that the US Borrower shall
not be required to compensate a Lender or the Letter of Credit Issuer pursuant to this Section for
any increased costs or reductions incurred more than 270 days prior to the date that such Lender or
the Letter of Credit Issuer, as the case may be, notifies the US Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or the Letter of Credit
Issuer’s intention to claim compensation therefor; provided further that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the 270-day period
referred to above shall be extended to include the period of retroactive effect thereof.





     SECTION 2.17. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan or Term Loan or to issue B/As for
acceptance and purchase on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked and is revoked in accordance herewith), or
(d) the assignment of any Eurodollar Loan or the right to receive payment in respect of a B/A
other than on the last day of the Interest Period or Contract Period, as the case may be,
applicable thereto as a result of a request by the applicable Borrower pursuant to Section
2.20 or Section 10.11(b), then, in any such event, such Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan,
such loss, cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on
the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that
would have been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such Loan),
over (ii) the amount of interest that would accrue on such principal amount for such period at
the interest rate that such Lender would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks in the
eurodollar market. A certificate of any Lender setting forth any amount or amounts that such
Lender is entitled to receive pursuant to this Section shall be delivered to the applicable
Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof.




     SECTION 2.18. Taxes. (a) Any and all payments by or on account of any
obligation of any Borrower hereunder or under any other Credit Document shall be made



75









 







free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if any Borrower shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lenders or Letter of Credit Issuer (as
the case may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the applicable Borrower shall make such deductions and (iii) the
applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.



          (b) In addition, the applicable Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.




          (c) Each Borrower shall indemnify the Administrative Agent, the Lenders and the Letter of
Credit Issuer, within 20 days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Letter of Credit Issuer,
as the case may be, on or with respect to any payment by or on account of any obligation of any
Borrower hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) and any penalties,
interest and other reasonable expenses arising therefrom or with respect thereto whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; provided, however, that the Borrowers shall not be
obligated to indemnify the Administrative Agent, the Lenders or the Letter of Credit Issuer (as the
case may be) pursuant to this Section 2.18(c) in respect of penalties, interest and other
reasonable expenses arising from any Indemnified Taxes or Other Taxes, if such penalties, interest
and other reasonable expenses are attributable solely to the gross negligence or willful misconduct
of the Administrative Agent, the Lenders or the Letter of Credit Issuer (as the case may be);
provided further, that the Administrative Agent, the Lenders or the Letter of Credit Issuer
(as the case may be) shall use commercially reasonable efforts promptly to notify the US Borrower
upon receipt of any written demand or notice for payment of Indemnified Taxes or Other Taxes that
are subject to indemnification under this Section 2.18(c) and shall reasonably cooperate with the
Borrowers to minimize the amount of Indemnified Taxes and Other Taxes to the extent permitted by
law. A certificate as to the amount of such payment or liability delivered to the applicable
Borrower by a Lender or the Letter of Credit Issuer, or by the Administrative Agent on its own
behalf or on behalf of a Lender or the Letter of Credit Issuer, shall be conclusive absent manifest
error.




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




          (e) On or before the date it becomes a party to this Agreement, each Lender that is lending to
the US Borrower or receiving payments under this Agreement from the US
Borrower and that is not a United States person as defined in Section 7701(a)(30) of the Code
(a “Non-US Lender”) shall deliver to the US Borrower two copies of duly completed United
States


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Internal Revenue Service Form (i) W-8ECI, specifying that all payments to be received under
this Agreement or any other Credit Document by such Non-US Lender will be effectively connected
with the conduct of a trade or business in the US, (ii) W-8BEN, certifying eligibility for complete
exemption from US Federal withholding tax with respect to payments to be made under this Agreement
or under any other Credit Document under an applicable tax treaty or (iii) W-8BEN along with a
certificate reasonably acceptable to the Administrative Agent (a “Non-Bank Certificate”),
in the case of a Non-US Lender that cannot submit a United States Internal Revenue Service Form as
provided in clause (i) or (ii) and that is qualified to receive interest under this Agreement free
of US Federal withholding tax pursuant to Section 871(h) of the Code. Each Non-US Lender shall
redeliver such forms promptly upon the obsolescence or invalidity of any form previously delivered
by such Non-US Lender, except to the extent that such Non-US Lender is unable to redeliver such
forms due to the adoption of, or change in, any law, rule, treaty or regulation or in the
interpretation or application thereof by any Governmental Authority after the date on which the
applicable loan is made by such Non-US Lender.




          (f) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the applicable Borrower is located, or any treaty to
which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to
such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by applicable law or
reasonably requested by the applicable Borrower as will permit such payments to be made without
withholding or at a reduced rate, provided that such Foreign Lender has received written
notice from such Borrower advising it of the availability of such exemption or reduction and
supplying all applicable documentation.




          (g) If the Administrative Agent or any Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or
with respect to which a Borrower has paid additional amounts pursuant to this Section 2.18, it
shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.18 with respect to the Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative
Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the Borrowers, upon the
request of the Administrative Agent or such Lender, agree to repay to the Administrative Agent or
such Lender the amount paid over to any Borrower under this Section 2.18(g) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) in the event the
Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. This Section 2.18(g) shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to its Taxes which it
deems, in its sole discretion, to be confidential) to any Borrower or any other Person.





     SECTION 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) Each Borrower shall make each payment required to be made by it hereunder or under
any other Credit Document (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.16, 2.17 or 2.18, or otherwise) prior



77









 







to the time expressly required hereunder or under such other Credit Document for such
payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time),
on the date when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent at
its Notice/Payment Office, except payments to be made directly to the Letter of Credit Issuer
or Swingline Lender as expressly provided herein and except that payments pursuant to Sections
2.16, 2.17, 2.18 and 9.07 shall be made directly to the Persons entitled thereto and payments
pursuant to other Credit Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If any payment
under any Credit Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder of principal or interest in respect of any Loan or amounts owing in respect
of any B/A Drawing (or of any breakage indemnity in respect of any Loan or B/A Drawing) shall
be made in the currency of such Loan or B/A Drawing; all other payments hereunder and under
each other Credit Document shall be made in US Dollars, except as otherwise expressly provided
herein.



          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, amounts owing in respect of B/A Drawings, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties (based on the US
Dollar Equivalent of such amounts or the US Dollar amount thereof, as applicable), and (ii) second,
towards payment of principal, amounts owing in respect of B/A Drawings, and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal, face amounts of B/As and amounts of unreimbursed LC Disbursements then due to
such parties (based on the US Dollar Equivalent of such amounts or the US Dollar amount thereof, as
applicable).




          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term
Loans, amounts owing in respect of any B/A Drawing or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Revolving Loans, Term Loans, amounts owing in respect of any B/A Drawing and
participations in LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans, Term Loans, amounts owing
in respect of any B/A Drawing and participations in LC Disbursements and Swingline Loans of other
Lenders to the extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term
Loans, amounts owing in respect of any B/A Drawing and participations in LC Disbursements and
Swingline Loans; provided that (i) if any such participations are purchased and all or any


78









 







 portion of the payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any payment made by any
Borrower pursuant to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of
its Loans or participations in LC Disbursements to any assignee or participant, other than to US
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall
apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.




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




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(c), 2.05(d) or (e), 2.06(b), 2.19(d) or 9.07, then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid.





     SECTION 2.20. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.16, or if any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.18, then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of
such Lender, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.16 or 2.18, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.



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          (b) If any Lender requests compensation under Section 2.16, or if any Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.18, or if any Lender defaults in its obligation to fund Loans hereunder, then
the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the
applicable Borrower shall have received the prior written consent of the Administrative Agent (and,
if a US Revolving Loan Commitment is being assigned, the Letter of Credit Issuer and Swingline
Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the applicable Borrower (in the case of all other amounts) and (iii) in the
case of any such assignment resulting from a claim for compensation under Section 2.16 or payments
required to be made pursuant to Section 2.18, such assignment will result in a material reduction
in such compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the applicable Borrower to require such assignment and delegation cease to
apply.





     SECTION 2.21. Collection Allocation Mechanism. (a) On the CAM Exchange Date,
(i) the Commitments shall automatically and without further act be terminated as provided in
Article VIII, (ii) each US Revolving Lender shall immediately be deemed to have acquired (and
shall promptly make payment therefor to the Administrative Agent in accordance with Section
2.04(c)) participations in the Swingline Loans in an amount equal to such US Revolving
Lender’s Swingline Exposure on such date and (iii) the Lenders shall automatically and without
further act (and without regard to the provisions of Section 10.04) be deemed to have
exchanged interests in the Loans (other than the Swingline Loans) and B/A Drawings and, in the
case of the US Revolving Lenders, participations in Swingline Loans and Letters of Credit such
that in lieu of the interest of each Lender in each Loan, B/A Drawing and Letter of Credit in
which it shall participate as of such date (including such Lender’s interest in the Loan
Document Obligations of each Credit Party in respect of each such Loan, B/A Drawing and Letter
of Credit), such Lender shall hold an interest in every one of the Loans (other than the
Swingline Loans) and B/A Drawings and a participation in every one of the Swingline Loans and
Letters of Credit (including the Loan Document Obligations of each Credit Party in respect of
each such Loan and B/A Drawing and each LC Reserve Account established pursuant to Section
2.21(c) below), whether or not such Lender shall previously have participated therein, equal
to such Lender’s CAM Percentage thereof. It is understood and agreed that Lenders holding
interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As
at maturity in exchange for the interests acquired by such Lenders pursuant to the CAM
Exchange. Each Lender and each Credit Party hereby consents and agrees to the CAM Exchange,
and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns
and any person that acquires a



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participation in its interests in any Loan or B/A Drawing. Each Credit Party agrees from
time to time to execute and deliver to the Administrative Agent all such Notes and other
instruments and documents as the Administrative Agent shall reasonably request to evidence and
confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and
each Lender agrees to surrender any Notes originally received by it in connection with its
Loans hereunder to the Administrative Agent against delivery of new Notes evidencing its
interests in the Loans; provided, however, that the failure of any Credit
Party to execute or deliver or of any Lender to accept any such Note, instrument or document
shall not affect the validity or effectiveness of the CAM Exchange.



          (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment
received by the Administrative Agent or the Collateral Agent pursuant to any Credit Document in
respect of the Loan Document Obligations, and each distribution made by the Collateral Agent
pursuant to any Security Document in respect of the Loan Document Obligations, shall be distributed
to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment
received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of
a Loan Document Obligation shall be paid over to the Administrative Agent for distribution to the
Lenders in accordance herewith.




          (c) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and
undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed by the US
Borrower or with the proceeds of a US Revolving Borrowing or Swingline Loan, each US Revolving
Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an
amount in US Dollars equal to such US Revolving Lender’s US Revolving Percentage of each such
undrawn face amount or (to the extent it has not already done so) each such unreimbursed drawing,
as the case may be, together with interest thereon from the CAM Exchange Date to the date on which
such amount shall be paid to the Administrative Agent at the rate that would be applicable at the
time to a Base Rate Revolving Loan in a principal amount equal to such amount. The Administrative
Agent shall establish a separate account or accounts for each Lender (each, an “LC Reserve
Account”) for the amounts received with respect to each such Letter of Credit pursuant to the
preceding sentence. The Administrative Agent shall deposit in each Lender’s LC Reserve Account
such Lender’s CAM Percentage of the amounts received from the US Revolving Lenders as provided
above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account,
and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until
withdrawn as provided in paragraph (d) or (e) below. The Administrative Agent shall maintain
records enabling it to determine the amounts paid over to it and deposited in the LC Reserve
Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter
of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s LC
Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such
Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and
shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender,
it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only
at such times as drawings are made thereunder, as provided in Section 2.05.




          (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a
Letter of Credit, the Administrative Agent shall, at the request of the Letter of


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Credit Issuer, withdraw from the LC Reserve Account of each Lender any amounts, up to the
amount of such Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of
Credit and remaining on deposit and deliver such amounts to the Letter of Credit Issuer in
satisfaction of the reimbursement obligations of the US Revolving Lenders under Section 2.05(e).
In the event that any US Revolving Lender shall default on its obligation to pay over any amount to
the Administrative Agent in respect of any Letter of Credit as provided in this Section 2.21, the
Letter of Credit Issuer shall, in the event of a drawing thereunder, have a claim against such US
Revolving Lender to the same extent as if such Lender had defaulted on its obligations under
Section 2.05(c), but shall have no claim against any other Lender in respect of such defaulted
amount, notwithstanding the exchange of interests in the US Borrower’s reimbursement obligations
pursuant to Section 2.21(a). Each other Lender shall have a claim against such defaulting US
Revolving Lender for any damages sustained by it as a result of such default, including, in the
event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount.




          (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn,
the Administrative Agent shall withdraw from the LC Reserve Account of each Lender the amount
remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such
Lender.




          (f) With the prior written approval of the Administrative Agent (not to be unreasonably
withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the
undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be
unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of
Credit, to pay over to the Administrative Agent, for the account of the applicable Issuing Bank, on
demand, its CAM Percentage of such drawing.




          (g) In the event the CAM Exchange Date shall occur, (i) Loan Document Obligations of the
Credit Parties (other than in respect of B/As) denominated in any currency other than US Dollars
shall, automatically and with no further act required, be converted to obligations of the same
Credit Parties denominated in US Dollars, effective immediately prior to the Lenders being deemed
to have exchanged interests pursuant to Section 2.21(a)(iii) and based upon the Spot Exchange Rates
in effect with respect to the relevant currencies on the CAM Exchange Date, and (ii) immediately
upon the date of expiration of the Contract Period in respect thereof, the interests in each B/A
received in the deemed exchange of interests pursuant to Section 2.21(a)(iii) shall, automatically
and with no further action required, be converted into the US Dollar Equivalent, determined using
the Spot Exchange Rate calculated as of such date, of such amount. On and after any such
conversion, all amounts accruing and owed to any Lender in respect of its applicable Loan Document
Obligations shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder
(and, in the case of interest on Loans and B/A Drawings, at the default rate applicable to Base
Rate Loans hereunder).





     SECTION 2.22. Redenomination of Sterling. (a) Each obligation of any party to
this Agreement to make a payment denominated in Sterling if the United Kingdom adopts the Euro
as its lawful currency after the date hereof shall be redenominated into Euro at the time of
such adoption (in accordance with the EMU Legislation). If the basis of accrual of interest
expressed in this Agreement in respect of Sterling shall be inconsistent



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with any convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by such convention
or practice with effect from the date on which the United Kingdom adopts the Euro as its
lawful currency; provided that if any Borrowing in Sterling is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such Borrowing, at the
end of the then current Interest Period.



          (b) Without prejudice and in addition to any method of conversion or rounding prescribed by
any EMU Legislation and (i) without limiting the liability of any Borrower for any amount due under
this Agreement and (ii) without increasing any Commitment of any Lender, all references in this
Agreement to minimum amounts (or integral multiples thereof) denominated in Sterling shall, if the
United Kingdom adopts the Euro as its lawful currency after the date hereof, immediately upon such
adoption, be replaced by references to such minimum amounts (or integral multiples thereof) as
shall be specified herein with respect to Borrowings denominated in Euro.




          (c) Each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent (in consultation with the UK Borrower) may from time to
time specify to be appropriate to reflect the adoption of the Euro by the United Kingdom and any
relevant market conventions or practices relating to the Euro.





     SECTION 2.23. Incremental Term Loans. (a) The US Borrower may at any time, by
notice to the Administrative Agent (which shall promptly deliver a copy to each of the
Lenders), request one or more additional tranches of term loans (each, an “Incremental
Term Loan”); provided, that (i) at the time that any such Incremental Term Loan is
made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred
and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent
any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test
Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro
Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the
application of the proceeds therefrom, as of the last day of the most recently ended four
fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall
be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or
Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such
Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving
effect to the incurrence of such Incremental Term Loans and the application of the proceeds
therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such
Indebtedness had been outstanding during the most recently ended period of four consecutive
fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has
been duly authorized by the US Borrower and (E) the US Borrower has delivered to the
Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D)
above, together with all relevant calculations related thereto; and (ii) the US Borrower shall
promptly after the US Borrower receives the proceeds from the incurrence of any Incremental
Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related
transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the
proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings
Refinancing Indebtedness in accordance with



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Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal
amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior
Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of
payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not
mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have
amortization prior to such date), (d) shall not have a weighted average life that is shorter
than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at
the time the commitments to provide such Incremental Term Loans are obtained (it being
understood that the Incremental Term Loans may be priced differently from the Term Loans) and
(f) shall, except as set forth above, have terms identical to and be treated the same as the
Term Loans for all purposes of the Credit Documents (including with respect to mandatory and
voluntary prepayments), provided that if the Applicable Rate (which, for such purposes
only, shall be deemed to include all upfront or similar fees or original issue discount
payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term
Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to
include any upfront or similar fees or original issue discount payable to the Lenders of Term
Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable
Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the
Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes
only, shall be deemed to include all upfront or similar fees or original issue discount
payable to all Lenders providing such Incremental Term Loans) relating to such Incremental
Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans,
the US Borrower may, in such notice, request that the Incremental Term Loans constitute
additional Term Loans which shall have terms identical to the existing Term Loans. Such
notice shall set forth (1) the requested amount of Incremental Term Loans, together with all
relevant calculations confirming compliance with sub-clause (i) of the fourth preceding
sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that
the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which
shall have terms identical to the existing Term Loans).



          (b) The US Borrower may arrange for one or more banks, financial institutions or other Persons
(including existing Lenders) reasonably acceptable to the Administrative Agent (any such bank,
financial institution or other Person being called an “Additional Lender”) to extend
commitments to provide Incremental Term Loans in an aggregate amount equal to the unsubscribed
amount. All commitments in respect of Incremental Term Loans (the “Incremental Term Loan
Commitments”) shall become Commitments under this Agreement, and all Additional Lenders that
are not already Lenders shall become Lenders under this Agreement, pursuant to an amendment (the
“Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Credit
Documents, executed by Holdings, the Borrowers and, as appropriate, each other Credit Party, each
Additional Lender and the Administrative Agent. The Incremental Term Loan Amendment may, without
the consent of any other Lender, effect such amendments to this Agreement and the other Credit
Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative
Agent, to effect the provisions of this Section. The effectiveness of the Incremental Term Loan
Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set
forth in


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Section 4.01 (it being understood that all references to “the time of each such Credit Event”
and “the date of such Credit Event” in such Section 4.01 shall be deemed to refer to the effective
date of such Incremental Term Loan Amendment) and such other conditions as the parties thereto
shall agree. No Lender shall be obligated to provide any Incremental Term Loans, unless it so
agrees.





     SECTION 2.24. Additional Reserve Costs. (a) If and so long as any Lender is
required to make special deposits with the Bank of England, to maintain reserve asset ratios
or to pay fees, in each case in respect of such Lender’s Loans, such Lender may require the
relevant Borrower to pay, contemporaneously with each payment of interest on each of such
Loans, additional interest on such Loans at a rate per annum equal to the Mandatory Costs Rate
calculated in accordance with the formula and in the manner set forth in Exhibit J hereto,
provided that no Lender may request the payment of any amount under this paragraph to
the extent resulting from a requirement imposed (other than as provided in Section 2.16) on
such Lender by any Governmental Authority (and not on Lenders or any class of Lenders
generally) in respect of a concern expressed by such Governmental Authority with such Lender
specifically, including with respect to its financial health.



          (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any such requirement
imposed by the European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Mandatory Costs Rate) in respect of any of such Lender’s Loans, such
Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on
each of such Lender’s Loans, subject to such requirements, additional interest on such Loans at a
rate per annum specified by such Lender to be the cost to such Lender of complying with such
requirements in relation to such Loans, provided that no Lender may request the payment of
any amount under this paragraph to the extent resulting from a requirement imposed (other than as
provided in Section 2.16) on such Lender by any Governmental Authority (and not on Lenders or any
class of Lenders generally) in respect of a concern expressed by such Governmental Authority with
such Lender specifically, including with respect to its financial health.




          (c) Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined by
the relevant Lender, acting in good faith, which determination shall be conclusive absent manifest
error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least
five Business Days before each date on which interest is payable for the relevant Loans, and such
additional interest so notified to the relevant Borrower by such Lender shall be payable to such
Lender on each date on which interest is payable for such Loans.





     SECTION 2.25. Change in Law. Notwithstanding any other provision of this
Agreement, if, after the date hereof, (i) any Change in Law shall make it unlawful for any
Letter of Credit Issuer to issue Letters of Credit denominated in Canadian Dollars, or (ii)
there shall have occurred any change in national or international financial, political or
economic conditions (including the imposition of or any change in exchange controls) or
currency exchange rates that would make it impracticable for any Letter of Credit Issuer to
issue Letters of Credit denominated Canadian Dollars, then by prompt written notice thereof to
the US Borrower and to the Administrative Agent (which notice shall be withdrawn



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whenever such circumstances no longer exist), such Letter of Credit Issuer may declare
that Letters of Credit will not thereafter be issued by it in Canadian Dollars, whereupon
Canadian Dollars shall be deemed (for the duration of such declaration) not to constitute a
permitted currency for purposes of the issuance of Letters of Credit by such Letter of Credit
Issuer.



ARTICLE III



Conditions Precedent to Credit




          Events on the Effective Date. The amendment and restatement of the Existing Credit
Agreement pursuant to this Agreement is subject, and the obligation of each Lender to make each
Loan and accept and purchase each B/A hereunder, and the obligation of each Letter of Credit Issuer
to issue each Letter of Credit hereunder, in each case on the Effective Date, is subject at the
time of the making of such Loan or the issuance of such Letter of Credit, as the case may be, to
the satisfaction of the following conditions:





     SECTION 3.01. Execution of Agreement. The Administrative Agent (or its counsel)
shall have received from each party hereto either (i) a counterpart of this Agreement signed
on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement.




     SECTION
3.02. Officer’s Certificate. On the Effective Date, the Administrative Agent shall have received a certificate from Holdings and each Borrower dated such date signed
by an appropriate officer of such Credit Party stating that all of the applicable conditions
set forth in Sections 3.05 through 3.08, inclusive, and 4.01 (other than such conditions to
the extent that same are subject to the satisfaction of the Administrative Agent and/or the
Required Lenders), have been satisfied on such date.




     SECTION 3.03. Opinions of Counsel. On the Effective Date, the Administrative
Agent shall have received opinions, addressed to the Administrative Agent, the Collateral
Agent and each of the Lenders and dated the Effective Date, from (a) Bryan Cave LLP, special
counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit B-1
and such other matters incident to the transactions contemplated herein as the Administrative
Agent may reasonably request, (b) Fasken Martineau DuMoulin LLP, special Canada counsel to the
Credit Parties, which opinion shall cover the matters contained in Exhibit B-2 and such other
matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request, (c) English counsel, which opinion shall cover the matters contained in
Exhibit B-3 and such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request, and (d) local counsel to the Credit Parties
and/or the Administrative Agent in (i) Illinois, Kansas, Utah and Wisconsin in the United
States and (ii) Saskatchewan, Nova Scotia and Ontario in Canada, in each case reasonably
satisfactory to the Administrative Agent, which opinions in the case of this clause (d) (A)
shall cover the perfection of the security interests granted pursuant to the Security
Documents and such other matters incident to the transactions contemplated herein as the
Administrative Agent



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may reasonably request and (B) shall be in form and substance reasonably satisfactory to
the Administrative Agent.




     SECTION 3.04. Company Documents; Proceedings. (a) On the Effective Date, the
Administrative Agent shall have received from each Credit Party a certificate, dated the
Effective Date, signed by the chairman of the board, the chief executive officer, the
president or any vice president of such Credit Party (or, in the case of any Foreign Credit
Party, an authorized signatory thereof as permitted under applicable law and the relevant
charter documents of such Foreign Credit Party), and attested to by the secretary or any
assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another
authorized signatory thereof as permitted under applicable law and the relevant charter
documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertions,
together with copies of the certificate or articles of incorporation, certificate of
formation, operating agreements and by-laws (or equivalent organizational documents) of such
Credit Party and the resolutions of such Credit Party referred to in such certificate and each
of the foregoing shall be in form and substance reasonably satisfactory to the Administrative
Agent.



          (b) On the Effective Date, all Company and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement and the other
Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and
the Administrative Agent shall have received all information and copies of all certificates,
documents and papers, including good standing certificates, bring- down certificates and any other
records of Company proceedings and governmental approvals, if any, that the Administrative Agent
reasonably may have requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper Company or governmental authorities.





     SECTION 3.05. Adverse Change, etc. On the Effective Date, nothing shall have
occurred that has had, or is reasonably likely to have, a material adverse effect on the
Transaction or a Material Adverse Effect.




     SECTION 3.06. Litigation. On the Effective Date, there shall be no actions,
suits, proceedings or investigations pending or threatened (a) with respect to this Agreement
or any other Document or the Transaction, (b) with respect to any Retained Existing
Indebtedness or the Existing Credit Agreement Indebtedness or (c) that is reasonably likely to
have (i) a Material Adverse Effect or (ii) a material adverse effect on the Transaction, the
rights or remedies of the Lenders or the Administrative Agent hereunder or under any other
Credit Document or on the ability of any Credit Party to perform its respective obligations to
the Lenders or the Administrative Agent hereunder or under any other Credit Document.




     SECTION 3.07. Approvals. On the Effective Date, (a) all necessary and material
governmental (domestic and foreign), regulatory and third party approvals in connection with
any Existing Indebtedness or Retained Existing Indebtedness, the Transaction or the
transactions contemplated by the Documents and otherwise referred to herein or therein shall
have been obtained and remain in full force and effect and, to the extent reasonably requested
by the Administrative Agent, evidence thereof shall have been



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provided to the Administrative Agent and (b) all applicable appeal periods and waiting
periods shall have expired without any action being taken by any competent authority that
restrains (or that could have a reasonable likelihood of restraining), prevents or imposes
materially adverse conditions upon the consummation of the Transaction, the making of the
Loans and the transactions contemplated by the Documents or otherwise referred to herein or
therein. On the Effective Date, there shall not exist any judgment, order, injunction or
other restraint issued or filed or a hearing seeking injunctive relief or other restraint
pending or notified prohibiting or imposing materially adverse conditions upon, or materially
delaying, or making economically unfeasible, the consummation of the Transaction or the making
of the Loans.




     SECTION 3.08. Consummation of the Debt Tender Offer, etc. (a) On the Effective
Date, pursuant to or in connection with the Debt Tender Offer and in accordance with the Debt
Tender Offer Documents, the US Borrower will (a) purchase all the Existing Senior Subordinated
Notes validly tendered and not withdrawn by the holders thereof (which shall constitute at
least a majority of the aggregate principal amount of the Existing Senior Subordinated Notes),
(b) amend the Senior Subordinated Notes Indenture prior to giving effect to the consummation
of the Debt Tender Offer to eliminate or modify (in a manner reasonably satisfactory to the
Administrative Agent) all the material covenants (including the so-called restrictive
covenants) contained therein and (c) pay the Debt Tender Premium in connection with the
consummation of the Debt Tender Offer.



          (b) On the Effective Date, the Administrative Agent shall have received true and correct
copies of all the Debt Tender Offer Documents, certified as such by an appropriate officer of
Holdings, with, in each case, any changes thereto or waivers to the terms thereof to be reasonably
satisfactory to the Administrative Agent. Each component of the Transaction shall have been
consummated in accordance with the terms and conditions of the applicable Documents and all
applicable laws.





     SECTION 3.09. US Collateral and Guaranty Agreement; Foreign Pledge Agreements.
On the Effective Date, (a) Holdings, the US Borrower and each Domestic Subsidiary of the US
Borrower shall have duly authorized, executed and delivered the US Collateral and Guaranty
Agreement in the form of Exhibit D, with such changes thereto, or additional pledge agreements
(or amendments thereto) entered into in connection therewith, as the Collateral Agent may
reasonably request in respect of any Pledged Collateral of any Foreign Subsidiary to be
pledged by any US Credit Party, or (at the option of the Administrative Agent) supplements to
the US Collateral and Guaranty Agreement and any such additional pledge agreements executed
and delivered in connection with the Existing Credit Agreement and in form and substance
reasonably satisfactory to the Administrative Agent (as amended, restated, modified and/or
supplemented from time to time in accordance with the terms thereof and hereof (as well as any
guaranty, pledge and/or security agreements delivered by any Domestic Subsidiary of the US
Borrower pursuant to Section 6.11(a) or (b)), the “US Collateral and Guaranty
Agreement”), (b) each Foreign Subsidiary of the US Borrower organized under the laws of
Canada (or any province or territory thereof) or of England and Wales in the United Kingdom
(other than such Foreign Subsidiaries that do not own any equity of any other Person) shall
have duly authorized, executed and delivered one or more other pledge agreements in form and
substance



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satisfactory to the Collateral Agent in connection with the Pledged Collateral to be
pledged by any such Foreign Subsidiary, or (at the option of the Administrative Agent) a
supplement to the Foreign Pledge Agreement executed and delivered in connection with the
Existing Credit Agreement and in form and substance reasonably satisfactory to the
Administrative Agent (such pledge agreements referred to in this clause (b), as the same may
be amended, restated, modified and/or supplemented from time to time in accordance with the
terms thereof and hereof (as well as any pledge agreements delivered by any Foreign Subsidiary
pursuant to Section 6.11(a)), the “Foreign Pledge Agreements” and each, a “Foreign
Pledge Agreement”), (c) each Credit Party to the US Collateral and Guaranty Agreement or a
Foreign Pledge Agreement shall have delivered to the Collateral Agent, as pledgee thereunder,
all of the certificated Pledged Collateral, if any, referred to therein and then owned by each
such Credit Party, (i) endorsed in blank in the case of promissory notes constituting such
Pledged Collateral and (ii) together with (A) executed and undated stock powers or stock
transfer forms, as applicable, in the case of capital stock constituting such Pledged
Collateral and (B) proper financing statements (Form UCC-1) or appropriate local or foreign
equivalent fully executed for filing under the UCC or other appropriate filing offices of each
jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent,
desirable to perfect the security interests purported to be created by the US Collateral and
Guaranty Agreement and Foreign Pledge Agreements, and (d) each Credit Party shall have taken
all such further actions as may be necessary or, in the reasonable opinion of the Collateral
Agent, desirable, to perfect the security interest purported to be created by the US
Collateral and Guaranty Agreement and Foreign Pledge Agreements, and the US Collateral and
Guaranty Agreement and each Foreign Pledge Agreement shall be in full force and effect.




     SECTION
3.10. US Collateral and Guaranty Agreement; Foreign Security Agreements.
On the Effective Date, each Foreign Subsidiary of the US Borrower incorporated under the laws
of Canada (or any province or territory thereof) or of England and Wales in the United Kingdom
shall have duly authorized, executed and delivered one or more other security agreements in
form and substance satisfactory to the Collateral Agent in connection with the Security
Agreement Collateral of each such Foreign Subsidiary, or (at the option of the Administrative
Agent) a supplement to the Foreign Security Agreement executed and delivered in connection
with the Existing Credit Agreement and in form and substance reasonably satisfactory to the
Administrative Agent (such security agreements (as well as any security agreements delivered
by any Foreign Subsidiary pursuant to Section 6.11(b)), the “Foreign Security
Agreements” and each, a “Foreign Security Agreement”). The US Collateral and
Guaranty Agreement and the Foreign Security Agreements executed and delivered on the Effective
Date shall cover all of each Credit Party’s present and future Security Agreement Collateral
and shall be delivered together with:



          (a) executed copies of financing statements (Form UCC-1) or appropriate local or foreign
equivalents (if any) in appropriate form for filing under the UCC or appropriate local or foreign
equivalent of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral
Agent, desirable to perfect the security interests purported to be created by the US Collateral and
Guaranty Agreement and the Foreign Security Agreements;




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          (b) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent
reports (if any), listing all effective financing statements that name any Credit Party as debtor
and that are filed in the jurisdictions referred to in clause (i) above together with copies of all
other financing statements that name any Credit Party as debtor (none of which shall cover any
Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral
Agent shall have received termination statements (Form UCC-3 or the equivalent) as shall be
required by local or foreign law fully executed for filing);




          (c) evidence of the completion (or arrangements therefor reasonably satisfactory to the
Collateral Agent) of all other recordings and filings of, or with respect to, the US Collateral and
Guaranty Agreement and the Foreign Security Agreements as may be necessary to perfect the security
interests intended to be created by the US Collateral and Guaranty Agreement and the Foreign
Security Agreements; and




          (d) evidence that all other actions necessary to perfect and protect the security interests
purported to be created by the US Collateral and Guaranty Agreement and the Foreign Security
Agreements have been taken, except as provided in such Security Documents.





     SECTION 3.11. US Collateral Assignment. On the Effective Date, each of Holdings
and the US Borrower shall have duly authorized, executed and delivered the US Collateral
Assignment in the form of Exhibit E (as amended, restated, modified and/or supplemented from
time to time in accordance with the terms thereof, the “US Collateral Assignment”) and
shall have taken all such further actions as may be necessary or, in the reasonable opinion of
the Collateral Agent, desirable, to perfect the security interest purported to be created by
the US Collateral Assignment, and the US Collateral Assignment shall be in full force and
effect.




     SECTION 3.12. Foreign Guaranty. On the Effective Date, the Canadian Borrower,
the UK Borrower and each other Foreign Subsidiary of the US Borrower shall have duly
authorized, executed and delivered the Foreign Guaranty in the form of Exhibit F, with such
changes thereto as the Collateral Agent may reasonably request with respect to any such
Foreign Subsidiary, or (at the option of the Administrative Agent) a supplement to the Foreign
Guaranty executed and delivered in connection with the Existing Credit Agreement and in form
and substance reasonably satisfactory to the Administrative Agent (as amended, restated,
modified and/or supplemented from time to time in accordance with the terms thereof and
hereof, the “Foreign Guaranty”), and the Foreign Guaranty shall be in full force and
effect.




     SECTION 3.13. Mortgages. (a) On the Effective Date, the Collateral Agent shall
have received:



	 	(i)	 	fully executed counterparts of Mortgages, in form and substance
reasonably satisfactory to the Collateral Agent, which Mortgages shall cover
such of the Real Property located in the United States or any State thereof
that is owned or leased by any US Credit Party and that is designated as a
“US Mortgaged Property” on Part A of Schedule IV, together with
evidence that counterparts of such Mortgages have been








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delivered to the title insurance company retained by the US Borrower in
connection with the execution and delivery of such Mortgages for recording
in all places to the extent necessary or, in the reasonable opinion of the
Collateral Agent, desirable to effectively create a valid and enforceable
first priority mortgage lien, subject only to Permitted Encumbrances, on
each such US Mortgaged Property in favor of the Collateral Agent (or such
other trustee as may be required or desired under local law) for the benefit
of the Secured Parties; and




	 	(ii)	 	Mortgage Policies on the Mortgages for the US Mortgaged
Properties issued by Chicago Title Insurance Company or such other title
company as may be reasonably acceptable to the Administrative Agent in amounts
reasonably satisfactory to the Collateral Agent and assuring the Collateral
Agent that each of the Mortgages on such US Mortgaged Properties is a valid and
enforceable first priority mortgage lien on such US Mortgaged Properties, free
and clear of all defects and encumbrances except Permitted Encumbrances, and
such Mortgage Policies shall otherwise be in form and substance reasonably
satisfactory to the Collateral Agent and shall include, as appropriate, an
endorsement for future advances under this Agreement and the Notes and for any
other matter that the Collateral Agent in its discretion may reasonably
request, shall not include an exception for mechanics’ liens, and shall provide
for affirmative insurance and such reinsurance as the Collateral Agent in its
discretion may reasonably request.





          (b) On the Effective Date, with respect to each parcel of Real Property located (i) in Canada
that is owned by the Canadian Borrower or any of its Subsidiaries and (ii) in the United Kingdom
that is owned by the UK Borrower or any of its Subsidiaries, in each case that is designated on
Part C of Schedule IV as a “Foreign Mortgaged Property”, the respective Foreign Credit
Party owning same shall have executed and delivered such security documentation as the Collateral
Agent may reasonably request to create a valid and enforceable first priority mortgage lien,
subject only to Canadian Permitted Encumbrances in the case of the Foreign Mortgaged Property
referred to in clause (i) of this Section 3.13(b) and only to Permitted Encumbrances in the case of
the Foreign Mortgaged Property referred to in clause (ii) of this Section 3.13(b), on each such
Foreign Mortgaged Property in favor of the Collateral Agent (or such other agent or trustee as may
be required or desired under local law) for the benefit of the Secured Parties. All actions
required pursuant to this Section 3.13(b) shall be taken to the reasonable satisfaction of the
Administrative Agent.




          (c) On the Effective Date, with respect to each parcel of Real Property located (i) in Canada
that is leased by the Canadian Borrower or any of its Subsidiaries and (ii) in the United Kingdom
that is leased by the UK Borrower or any of its Subsidiaries, in each case that is designated on
Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes”,
the respective Foreign Credit Party leasing same shall have executed and delivered such security
documentation as the Collateral Agent may reasonably request to create an assignment for security
purposes on such Foreign Credit Party’s Leasehold interest in the




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respective Foreign Mortgaged Property. All actions required pursuant to this Section 3.13(c)
shall be taken to the reasonable satisfaction of the Collateral Agent.




          (d) On the Effective Date, with respect to each parcel of Real Property located in the United
States that is leased by the US Borrower or any of its Subsidiaries, in each case that is
designated on Part D of Schedule IV as a “US Lease Subject to an Assignment For Security
Purposes”, the respective US Credit Party leasing same shall have executed and delivered such
security documentation as the Collateral Agent may reasonably request to create an assignment for
security purposes on such US Credit Party’s Leasehold interest in the respective US Mortgaged
Property. All actions required pursuant to this Section 3.13(d) shall be taken to the reasonable
satisfaction of the Collateral Agent.





          SECTION 3.14. Consent Letter. On the Effective Date, the Administrative Agent
shall have received a letter from CT Corporation System, 111 Eighth Avenue, New York, New York
10011, substantially in the form of Exhibit G, indicating its consent to its appointment by
each Credit Party as its agent to receive service of process as specified in Section 10.07 of
this Agreement.




          SECTION 3.15. Insurance Certificates. On or before the Effective Date, the
Administrative Agent shall have received evidence of insurance complying with the requirements
of Section 6.03 for the business and properties of the US Borrower and its Subsidiaries, in
form reasonably satisfactory to the Administrative Agent, and naming the Collateral Agent as
an additional insured and/or loss payee, and stating that such insurance shall not be canceled
or revised without at least 30 days’ prior written notice by the insurer to the Collateral
Agent.




          SECTION 3.16. Historical Financial Statements; Pro Forma Financial Statements;
Projections. (a) On or prior to the Effective Date, there shall have been delivered to
the Administrative Agent (i) true and correct copies of the historical financial statements
referred to in Section 5.10(b) and (ii) (A) the Pro Forma Balance Sheet, together with a
related funds flow statement for the Transaction, and (B) a certificate of the chief financial
officer of the US Borrower to the effect that the Pro Forma Balance Sheet fairly presents in
all material respects the pro forma financial condition of Holdings and its Subsidiaries as of
such date after giving effect to the Transaction, which historical financial statements, Pro
Forma Balance Sheet, certificate of Holdings and funds flow statement shall be reasonably
satisfactory to the Administrative Agent.



          (b) On or prior to the Effective Date, there shall have been delivered to the Administrative
Agent the Projections containing the projected consolidated financial statements of the US Borrower
and its Subsidiaries certified by an officer of the US Borrower for the five fiscal years ended
after the Effective Date, which Projections (i) shall reflect the forecasted consolidated financial
conditions and income and expenses of the US Borrower and its Subsidiaries after giving effect to
the Transaction and the related financing thereof and the other transactions contemplated hereby
and (ii) shall be reasonably satisfactory in form and substance to the Administrative Agent.




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          SECTION 3.17. Payment of Fees. On the Effective Date, all costs, fees and
expenses, and all other compensation due to the Administrative Agent or the Lenders (including
legal fees and expenses), shall have been paid to the extent due.




          SECTION 3.18. Payment of Existing Credit Agreement Indebtedness. On the
Effective Date, Holdings and its Subsidiaries shall have paid down in full their Existing
Credit Agreement Indebtedness and terminated all the commitments related thereto, and the
Administrative Agent shall be satisfied that all guarantees and security interests relating
thereto shall have been amended, amended and restated, supplemented or otherwise modified, in
each case as contemplated by this Agreement, simultaneously with the repayment or repurchase
of the respective Existing Credit Agreement Indebtedness. After giving effect to the
Transaction and the other transactions contemplated hereby and by the Debt Tender Offer
Documents, Holdings and its Subsidiaries shall have outstanding no Indebtedness or Preferred
Stock or other preferred equity interests other than (a) in the case of the US Borrower, the
Senior Subordinated Notes, (b) in the case of Holdings, the Holdings Notes, (c) Indebtedness
incurred pursuant to this Agreement and the other Credit Documents, (d) the UK Intercompany
Loan, (e) the Retained Existing Indebtedness (if any), (f) the Canadian Intercompany Loan, (g)
the Canadian LP Intercompany Loans, (h) other Indebtedness among the US Borrower and its
Subsidiaries permitted under the Existing Credit Agreement and (g) in the case of GSLM,
Preferred Stock held by US Holdco.



          The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and
such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment and
restatement of the Existing Credit Agreement pursuant to this Agreement and the obligations of the
Lenders to make Loans or accept and purchase B/As and of the Letter of Credit Issuer to issue
Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 10.11) at or prior to 5:00 p.m., New York City time, on
January 31, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments
shall terminate at such time).




ARTICLE IV




Conditions Precedent to All Credit Events




          The obligation of each Lender to make Loans (including Loans made on the Effective Date) and
accept and purchase B/As, and the obligation of each Letter of Credit Issuer to issue, amend, renew
or extend any Letter of Credit, is subject, at the time of each such Credit Event (except as
hereinafter indicated), to the satisfaction of the following conditions:





          SECTION 4.01. No Default; Representations and Warranties. At the time of each
such Credit Event and also after giving effect thereto (a) there shall exist no Default or
Event of Default and (b) all representations and warranties contained herein and in each other
Credit Document shall be true and correct in all material respects with the same effect as
though such representations and warranties had been made on the date of such Credit Event (it
being understood and agreed that any representation or warranty that by its terms is made as
of a specified date shall be required to be true and correct in all material respects only as
of such specified date).



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          SECTION 4.02. Notice of Borrowing; Letter of Credit Request. (a) Prior to the
making of each Loan (excluding Swingline Loans), the Administrative Agent shall have received
a Notice of Borrowing meeting the requirements of Section 2.03. Prior to the making of each
Swingline Loan, the Swingline Lender shall have received the notice required by Section 2.04.



          (b) Prior to the issuance, amendment renewal or extension of each Letter of Credit, the
Administrative Agent and the respective Letter of Credit Issuer shall have received a Letter of
Credit Request meeting the requirements of Section 2.05.




          (c) Prior to the acceptance and purchase of any B/A, the Administrative Agent shall have
received a written request meeting the requirements of Section 2.07(c).




          The occurrence of the Effective Date and the acceptance of the benefits or proceeds of each
Credit Event shall constitute a representation and warranty by each of Holdings and each Borrower
to the Administrative Agent and each of the Lenders that all the conditions specified in Article
III (with respect to the Effective Date and the Credit Events to occur on the Effective Date) and
in this Article IV (with respect to the Effective Date and the Credit Events to occur on or after
the Effective Date) and applicable to such Credit Event (other than such conditions to the extent
that same are subject to the satisfaction of the Administrative Agent and/or the Required Lenders)
exist as of that time.




ARTICLE V




Representations and Warranties




          In order to induce the Lenders to enter into this Agreement and to make the Loans, accept and
purchase B/As and issue and/or participate in the Letters of Credit provided for herein, each of
Holdings and each Borrower makes the following representations and warranties to the Lenders, in
each case after giving effect to the Transaction, all of which shall survive the execution and
delivery of this Agreement, the making of the Loans and the issuance of the Letters of Credit (with
the occurrence of the Effective Date and each Credit Event on and after the Effective Date being
deemed to constitute a representation and warranty that the matters specified in this Article V are
true and correct in all material respects on and as of the Effective Date and the date of each such
Credit Event, unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material respects only as of such
earlier date):





          SECTION 5.01. Company Status. Each of Holdings and each of its Subsidiaries (a)
is a duly organized and validly existing Company in good standing under the laws of the
jurisdiction of its organization (provided that the representation and warranty in this clause
(a) as it relates to Foreign Subsidiaries of Holdings shall only be made to the extent that
such concept is legally applicable under the laws of the respective jurisdictions in which
such Foreign Subsidiaries are organized), (b) has the Company power and authority to own its
property and assets and to transact the business in which it is engaged and presently proposes
to engage and (c) is duly qualified and is authorized to do business and is in good standing
in all jurisdictions where it is required to be so qualified and where



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the failure to be so qualified would have a Material Adverse Effect (provided that the
representation and warranty in this clause (c) as to good standing as it relates to Foreign
Subsidiaries of Holdings shall be made only to the extent that such concept is legally
applicable under the laws of the respective jurisdictions in which such Foreign Subsidiaries
are organized).




          SECTION 5.02. Company Power and Authority. Each Credit Party has the Company
power and authority to execute, deliver and carry out the terms and provisions of the
Documents to which it is a party and has taken all necessary Company action to authorize the
execution, delivery and performance of the Documents to which it is a party. Each Credit
Party has duly executed and delivered each Document to which it is a party and each such
Document constitutes the legal, valid and binding obligation of such Credit Party enforceable
in accordance with its terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
generally affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).




          SECTION 5.03. No Violation. Neither the execution, delivery or performance by
any Credit Party of the Documents to which it is a party, nor compliance by any Credit Party
with the terms and provisions thereof, nor the consummation of the transactions contemplated
herein or therein, (a) will contravene any material provision of any applicable law, statute,
rule or regulation, or any order, writ, injunction or decree of any Governmental Authority,
(b) will conflict or be inconsistent with, or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or (other than pursuant
to the Security Documents) result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the property or assets of such Credit Party or any of
its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan
agreement, credit agreement or any other material agreement or instrument to which such Credit
Party or any of its Subsidiaries is a party or by which it or any of its property or assets
are bound or to which such Credit Party and any of its Subsidiaries may be subject or (c) will
violate any provision of the certificate or articles of incorporation, by-laws, certificate of
partnership, partnership agreement, certificate of limited liability company, limited
liability company agreement or equivalent organizational document, as the case may be, of such
Credit Party or any of its Subsidiaries.




          SECTION 5.04. Litigation. Except as set forth on Schedule 5.04 hereto, there are
no actions, suits, proceedings or investigations pending or, to the best knowledge of each of
Holdings and each Borrower, threatened (a) with respect to any Credit Document, (b) with
respect to the Transaction or any other Document, or (c) with respect to Holdings or any of
its Subsidiaries (i) that could reasonably be expected to have a Material Adverse Effect or
(ii) that could reasonably be expected to have a material adverse effect on the rights or
remedies of the Administrative Agent or the Lenders or on the ability of any Credit Party to
perform its respective obligations to the Administrative Agent or the Lenders hereunder and
under the other Credit Documents to which it is, or will be, a party. Additionally, there
does not exist any judgment, order or injunction prohibiting or imposing material adverse
conditions upon the occurrence of any Credit Event.



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          SECTION 5.05. Use of Proceeds; Margin Regulations. (a) The proceeds of the Term
Loans, together with the proceeds of the Revolving Facility Loan, shall be utilized by the
Borrowers on the Effective Date solely to (i) pay the Debt Tender Premium and other fees and
expenses incurred in connection with the Transaction in an aggregate amount not to exceed
$35,000,000 (the “Transaction Costs”), (ii) consummate the Debt Tender Offer and (iii)
pay the Existing Credit Agreement Indebtedness.



          (b) The proceeds of all Revolving Loans, Swingline Loans and B/As shall be utilized by each
Borrower for the general corporate and working capital purposes of the US Borrower and its
Subsidiaries (including Permitted Acquisitions), including use of Revolving Loans (the
“Revolving Facility Loan”) by any Borrower on the Effective Date in connection with the
Transaction.




          (c) Neither the making of any Loan, nor the use of the proceeds thereof, nor the occurrence of
any other Credit Event, will violate or be inconsistent with the provisions of Regulation U or X of
the Board of Governors of the Federal Reserve System.





          SECTION 5.06. Governmental Approvals. Except as may have been obtained or made
on or prior to the Effective Date (and which remain in full force and effect on the Effective
Date), no order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any foreign or domestic Governmental
Authority, or any subdivision thereof, is required to authorize or is required in connection
with (a) the execution, delivery and performance of any Document or (b) the legality,
validity, binding effect or enforceability of any Document.




          SECTION 5.07. Investment Company Act. Neither Holdings nor any of its
Subsidiaries is an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended.




          SECTION 5.08. Public Utility Holding Company Act. Neither Holdings nor any of
its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or
an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”,
within the meaning of the Public Utility Holding Company Act of 1935, as amended.




          SECTION 5.09. True and Complete Disclosure. All information (taken as a whole)
heretofore or contemporaneously furnished by or on behalf of Holdings or any of its
Subsidiaries in writing to the Administrative Agent or any Lender (including all information
contained in the Documents and all information contained in the Confidential Information
Memorandum dated November 2005 relating to the facilities hereunder) for purposes of or in
connection with this Agreement or any transaction contemplated herein or therein is, and all
other such factual information (taken as a whole) hereafter furnished by or on behalf of any
such Persons in writing to the Administrative Agent or any Lender will be, true and accurate
in all material respects on the date as of which such information is dated or certified and
not incomplete by omitting to state any material fact necessary to make such information
(taken as a whole) not misleading at such time in light of the circumstances under which such
information was provided, it being understood and agreed that for



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purposes of this Section 5.09, such information shall not include the Projections or any
pro forma financial information.




          SECTION 5.10. Financial Condition; Financial Statements; Undisclosed Liabilities;
Projections. (a) On and as of the Effective Date, on a pro forma basis after giving
effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be
incurred, and Liens created, and to be created, by each Credit Party in connection therewith,
with respect to the US Borrower (on a stand-alone basis), the Canadian Borrower (on a
stand-alone basis), the UK Borrower (on a stand-alone basis) and the US Borrower and its
Subsidiaries (on a consolidated basis), (i) the sum of the assets, at a fair valuation, of the
US Borrower (on a stand-alone basis), the Canadian Borrower (on a stand-alone basis), the UK
Borrower (on a stand-alone basis) and the US Borrower and its Subsidiaries (on a consolidated
basis) will exceed its or their debts, (ii) it has or they have not incurred nor intended to,
nor believes or believe that it or they will, incur debts beyond its or their ability to pay
such debts as such debts mature and (iii) it or they will have sufficient capital with which
to conduct its or their business. For purposes of this Section 5.10(a), “debt” means any
liability on a claim, and “claim” means (A) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable
remedy for breach of performance if such breach gives rise to a payment, whether or not such
right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.



          (b) (i)(A) The audited consolidated balance sheets of Holdings as of the end of the fiscal
years ended December 31, 2003, and December 31, 2004, respectively, and the related audited
consolidated statements of operations, shareholders’ equity and cash flows of Holdings for the
fiscal years ended on such dates, and (B) the unaudited consolidated balance sheet of Holdings as
of September 30, 2005, and the related unaudited consolidated statements of operations and cash
flows of Holdings for the nine-month period ended on such date, copies of which (in each case) have
been furnished to the Lenders prior to the Effective Date, present fairly in all material respects
the consolidated financial position of Holdings at the dates of such balance sheets and the
consolidated results of the operations and cash flows of Holdings for the periods covered thereby.
All such financial statements have been prepared in accordance with GAAP consistently applied
except to the extent provided in the notes to said financial statements, subject to year-end audit
adjustments and the absence of footnotes in the case of the financial statements referred to in
clause (B) above.





	 	(ii)	 	The Pro Forma Balance Sheet, copies of which have been
furnished to the Lenders prior to the Effective Date pursuant to Section
3.16(a), present a good faith estimate of the consolidated pro forma financial
condition of Holdings at the date of such Pro Forma Financial Statements (after
giving effect to the Transaction).




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          (c) Since December 31, 2004, nothing has occurred that has had or could reasonably be expected
to have a Material Adverse Effect.




          (d) Except as fully reflected in the financial statements described in Section 5.10(b) and
except for the Indebtedness incurred under this Agreement, (i) as of the Effective Date (and after
giving effect to any Loans made on such date and the consummation of the Debt Tender Offer and the
repayment of Existing Credit Agreement Indebtedness), there were no liabilities or obligations
(excluding obligations incurred in the ordinary course of business) with respect to Holdings or any
of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise
and whether or not due) that, either individually or in the aggregate, could reasonably be expected
to be material to Holdings and its Subsidiaries taken as a whole and (ii) as of the Effective Date,
neither Holdings nor any Borrower knows of any basis for the assertion against it or any of its
Subsidiaries of any such liability or obligation that, either individually or in the aggregate, are
or would be reasonably likely to have, a Material Adverse Effect.




          (e) The Projections delivered to the Administrative Agent and the Lenders prior to the
Effective Date have been prepared on a basis consistent with the financial statements referred to
in Section 5.10(b), and have been prepared in good faith and are based on reasonable assumptions
under the then known facts and circumstances. On the Effective Date, the management of each of
Holdings and each Borrower believes that the Projections are reasonable and attainable based upon
the then known facts and circumstances (it being understood that nothing contained in this Section
5.10(e) shall constitute a representation that the results forecasted in such Projections will in
fact be achieved). There is no fact known to Holdings or any Borrower that could reasonably be
expected to have a Material Adverse Effect that has not been disclosed herein or in such other
documents, certificates and statements furnished to the Lenders for use in connection with the
transactions contemplated hereby.





          SECTION 5.11. The Security Interests. On and after the Effective Date, each of
the Security Documents creates (or after the execution and delivery thereof will create), as
security for the obligations secured thereby, a valid and enforceable perfected security
interest in and Lien in favor of the Collateral Agent on all of the Collateral subject
thereto, superior to and prior to the rights of all third Persons, and subject to no other
Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens
relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances
relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject
to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be
subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that
the security documentation covering (i) Real Property designated on Part B of Schedule IV as a
“Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule
IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject
to applicable limitations under local law. No filings or recordings are required in order to
perfect and/or render enforceable as against third parties the security interests created
under any Security Document except for filings or recordings required in connection with any
such Security Document that shall have been made (A) on or prior to the Effective Date (or (1)
within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral
and Guaranty Agreement and filings with the Quebec Register of Personal and



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Moveable Real Rights in connection with a Foreign Security Agreement entered into by
Subsidiaries of Holdings organized under the laws of Canada (or any province or territory
thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign
Security Agreement entered into by Subsidiaries of Holdings organized under the laws of
England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or
prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15
(or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US
Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and
Moveable Real Rights in connection with a Foreign Security Agreement entered into by
Subsidiaries of Holdings organized under the laws of Canada (or any province or territory
thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a
Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws
of England and Wales in the United Kingdom) or (y) in the case of other filings in connection
with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under
the laws of the United States (or any state thereof or the District of Columbia), Canada (or
any province or territory thereof) or England and Wales in the United Kingdom.




          SECTION 5.12. Pension Matters. (a)(i) Each Plan (and each related trust,
insurance contract or fund) is in substantial compliance with its terms and with all
applicable laws, including without limitation ERISA and the Code; (ii) each Plan that is
intended to be qualified under Section 401(a) of the Code has received a determination letter
from the Internal Revenue Service to the effect that it meets the requirements of Sections
401(a) and 501(a) of the Code and such determination letter has not been revoked; (iii) no
Reportable Event has occurred; (iv) no Plan has an Unfunded Current Liability; (v) no Plan
that is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding
deficiency, within the meaning of such sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any amortization
period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; (vi)
neither Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any
liability to or on account of a Multiemployer Plan pursuant to Section 515, 4201, 4204, or
4212 of ERISA; (vii) no proceedings have been instituted under Section 4042 of ERISA to
terminate or appoint a trustee to administer any Plan that is subject to Title IV of ERISA;
and (viii) no lien imposed under the Code or ERISA on the assets of Holdings or any Subsidiary
of Holdings or any ERISA Affiliate exists or is likely to arise on account of any Plan;
except, with respect to clauses (iii)-(viii), to the extent any exceptions thereunder could
not, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



          (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and
with the requirements of any and all applicable laws, statutes, rules, regulations and orders and
has been maintained, where required, in good standing with applicable regulatory authorities.
Neither Holdings nor any of its Subsidiaries has incurred any liability that could reasonably be
expected, either individually or in the aggregate, to have a Material Adverse Effect in connection
with the termination of or withdrawal from any Foreign Pension Plan that has not been accrued or
otherwise properly reserved on Holdings’s or such Subsidiary’s balance sheet. With respect to each
Foreign Pension Plan that is required by

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applicable local law or by its terms to be funded through a separate funding vehicle, the
present value of the accrued benefit liabilities (whether or not vested) under each such Foreign
Pension Plan, determined as of the latest valuation date for such Foreign Pension Plan on the basis
of actuarial assumptions, each of which is reasonable or utilized in accordance with applicable
law, rule, or regulation, did not exceed the current value of the assets of such Foreign Pension
Plan allocable to such benefit liabilities except to the extent that such underfunding could not
reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.





          SECTION 5.13. Capitalization. On the Effective Date, (a) the authorized capital
stock of the US Borrower shall be as set forth on Schedule 5.13, all of which shall be issued
and outstanding and owned by Holdings and (b) the authorized capital stock of the Canadian
Borrower and UK Borrower shall be as set forth on Schedule 5.13, all of which shall be issued
and outstanding and owned, directly or indirectly through Wholly-Owned Subsidiaries of the US
Borrower, by the US Borrower.




          SECTION 5.14. Subsidiaries. On and as of the Effective Date, Holdings has no
Subsidiaries other than those Subsidiaries listed on Schedule V. Schedule V correctly sets
forth, as of the Effective Date, (a) the percentage ownership (direct and indirect) of
Holdings in each class of capital stock or other equity interests of each of its Subsidiaries
and also identifies the direct owner thereof and (b) the jurisdiction of organization of each
Subsidiary of Holdings. All outstanding equity interests of each Subsidiary of Holdings have
been duly and validly issued, are fully paid and non-assessable, have been issued free of
preemptive rights and, in the case of equity of Foreign Subsidiaries, no depository receipts
have been issued in respect of such equity. No Subsidiary of Holdings has outstanding any
securities convertible into or exchangeable for its capital stock or outstanding any right to
subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement
providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of
any character relating to, its capital stock or any stock appreciation or similar rights.




          SECTION 5.15. Intellectual Property, etc. Except as disclosed in Schedule 5.15
hereto, each of Holdings and each of its Subsidiaries owns or has a valid existing license to
use all patents, trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and other rights with respect to the foregoing reasonably necessary for the conduct
of its business, without any known conflict with the rights of others which, or the failure to
obtain which, as the case may be, could reasonably be expected to result in a Material Adverse
Effect.




          SECTION 5.16. Compliance with Statutes, etc. Except as set forth in Schedule
5.16 hereto, each of Holdings and each of its Subsidiaries is in compliance with all
applicable statutes, regulations, rules and orders of, and all applicable restrictions imposed
by, all Governmental Authorities, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such non-compliance as is not reasonably
likely to, individually or in the aggregate, have a Material Adverse Effect.



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          SECTION 5.17. Environmental Matters. Except as set forth in Schedule 5.17 hereto
and except for any matters that could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect:



          (a) each of Holdings and each of its Subsidiaries has complied with, and on the date of each
Credit Event is in compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws;




          (b) there are no pending or, to the best knowledge of each of Holdings and each Borrower after
due inquiry, threatened Environmental Claims against Holdings or any of its Subsidiaries, or
against any Real Property owned or operated by Holdings or any of its Subsidiaries;




          (c) there are no facts, circumstances, conditions or occurrences with respect to the business
or operations of Holdings or any of its Subsidiaries or any Real Property currently or formerly
owned or operated by Holdings or any of its Subsidiaries that could reasonably be expected (i) to
form the basis of an Environmental Claim against Holdings or any of its Subsidiaries or any such
Real Property or (ii) to cause any such Real Property to be subject to any restrictions on the
ownership, occupancy, use or transferability of such Real Property by Holdings or any of its
Subsidiaries under any applicable Environmental Law;




          (d) Hazardous Materials have not at any time been generated, used, treated or stored on, or
transported by Holdings or any of its Subsidiaries or by any Person acting for or under contract to
Holdings or any of its Subsidiaries or, to the knowledge of each of Holdings and each Borrower, by
any other Person, to or from any Real Property owned or operated by Holdings or any of its
Subsidiaries; and




          (e) Hazardous Materials have not at any time been Released by Holdings or any of its
Subsidiaries or by any Person acting for or under contract to Holdings or any of its Subsidiaries
or, to the knowledge of each of Holdings and each Borrower, by any other Person on, at, under or
from any Real Property currently or formerly owned or operated by Holdings or any of its
Subsidiaries.





          SECTION 5.18. Properties. All material Real Property owned by Holdings or any of
its Subsidiaries and all material Leaseholds leased by Holdings or any of its Subsidiaries, in
each case as of the Effective Date, and the nature of the interest therein, is correctly set
forth in Schedule IV. Each of Holdings and each of its Subsidiaries has good and marketable
title to, or a validly subsisting leasehold interest in, all material properties owned or
leased by it, including all Real Property reflected in Schedule IV and in the financial
statements (including the Pro Forma Balance Sheet) referred to in Section 5.10(b) (except such
properties sold since the dates of the respective financial statements referred to therein in
accordance with Section 7.02), free and clear of all Liens, other than Permitted Encumbrances
(except that the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to
Canadian Permitted Encumbrances relating thereto).




          SECTION 5.19. Labor Relations. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to



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have a Material Adverse Effect. Except as disclosed in Schedule 5.19 hereof, there is
(a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries or,
to the best knowledge of each of Holdings and each Borrower, threatened against any of them,
before the National Labor Relations Board, and no grievance or arbitration proceeding arising
out of or under any collective bargaining agreement is so pending against Holdings or any of
its Subsidiaries or, to the best knowledge of each of Holdings and each Borrower, threatened
against any of them, (b) no strike, labor dispute, slowdown or stoppage pending against
Holdings or any of its Subsidiaries or, to the best knowledge of each of Holdings and each
Borrower, threatened against Holdings or any of its Subsidiaries, and (c) no union
representation question existing with respect to the employees of Holdings or any of its
Subsidiaries and, to the best knowledge of each of Holdings and each Borrower, no union
organizing activities are taking place, except (with respect to any matter specified in clause
(a), (b) or (c) above, individually and in the aggregate) such as is not reasonably likely to
have a Material Adverse Effect.




          SECTION 5.20. Tax Returns and Payments. Except as provided in Part A of Schedule
III, each of Holdings and each of its Subsidiaries has filed all United States Federal income
tax returns and all other material tax returns, domestic and foreign, required to be filed by
it and has paid all material Taxes and assessments payable by it that have become due, except
for those contested in good faith and fully provided for on the financial statements of
Holdings and its Subsidiaries in accordance with GAAP. Each of Holdings and each of its
Subsidiaries has provided adequate reserves (in the good faith judgment of the management of
Holdings) for the payment of all United States Federal, state and foreign income taxes that
have not yet become due. Except as provided in Part B and C of Schedule III, there is no
material action, suit, proceeding, investigation, audit or claim now pending or, to the
knowledge of each of Holdings and each Borrower, threatened by any Governmental Authority
regarding any Taxes relating to Holdings or any of its Subsidiaries. Except as provided in
Part D of Schedule III, neither Holdings nor any of its Subsidiaries has entered into an
agreement or waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of Taxes of Holdings or any of
its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other
taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally
applicable statute of limitations, in each case except to the extent the liability for Taxes
of Holdings or such Subsidiary giving rise to any extension of any such normally applicable
statute of limitation is not material.




          SECTION 5.21. Insurance. Set forth on Schedule VI is a true, correct and
complete summary of all insurance carried by each Credit Party on and as of the Effective
Date, with the amounts insured set forth therein.




          SECTION 5.22. The Transaction. At the time of consummation thereof, the
Transaction shall have been consummated in all material respects in accordance with the terms
of the relevant Documents therefor and all applicable laws. At the time of consummation
thereof, all material consents and approvals of, and filings and registrations with, and all
other actions in respect of, all governmental agencies, authorities or instrumentalities
required in order to make or consummate the Transaction in accordance with the terms of the
relevant Documents therefor and all applicable laws have been



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obtained, given, filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto has been obtained). All applicable waiting periods with
respect thereto have or, prior to the time when required, will have, expired without, in all
such cases, any action being taken by any competent authority that restrains, prevents, or
imposes material adverse conditions upon the Transaction. Additionally, there does not exist
any judgment, order or injunction prohibiting or imposing material adverse conditions upon any
element of the Transaction, the occurrence of any Credit Event, or the performance by Holdings
and its Subsidiaries of their respective obligations under the Documents and all applicable
laws.




          SECTION 5.23. Subordination. The subordination provisions contained in the
Senior Subordinated Note Documents and the Holdings 2013 Notes and, on and after the execution
and delivery thereof, the Additional Senior Subordinated Note Documents, Permitted
Subordinated Refinancing Indebtedness and initial and successive Permitted Holdings
Refinancing Indebtedness in respect of the Holdings 2013 Notes, are enforceable against
Holdings, each Borrower, the respective Subsidiary Guarantors and the holders of such
Indebtedness, as applicable, and all Loan Document Obligations hereunder and under the other
Credit Documents (including the US Collateral and Guaranty Agreement and the Foreign Guaranty)
are within the definitions of “Senior Debt” (or “Guarantor Senior Debt” in the case of the
obligations of any Subsidiary Guarantor) and “Designated Senior Debt” (or any similar terms in
any such case) included in such subordination provisions.



ARTICLE VI




Affirmative Covenants



          Each of Holdings and each Borrower hereby covenants and agrees that as of the Effective Date
and thereafter for so long as this Agreement is in effect and until the Total Commitment has
terminated, no Letters of Credit or Notes are outstanding and the Loans, LC Disbursements and all
amounts due in respect of B/As, together with interest, fees and all other Loan Document
Obligations (other than any indemnities described in Section 10.12 that are not then due and
payable) incurred hereunder, are paid in full:





          SECTION 6.01. Information Covenants. The US Borrower will furnish to each
Lender:



          (a) Quarterly Financial Statements. Within 45 days after the close of the first three
quarterly accounting periods in each fiscal year of Holdings, (i) (x) the consolidated balance
sheet of Holdings as at the end of such quarterly accounting period setting forth comparative
figures for the most recently ended fiscal year, (y) the related consolidated statements of
operations of Holdings for such quarterly accounting period setting forth comparative figures for
the corresponding quarterly accounting period in the prior fiscal year and (z) the related
consolidated statements of operations, stockholders’ equity and cash flows of Holdings for the
elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in
each case of this clause (z) (except with respect to such consolidated statement of stockholders’
equity) setting forth comparative figures for the corresponding elapsed period in the prior fiscal
year, and (ii) management’s discussion and analysis of


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significant operational and financial developments during such quarterly accounting period,
all of which shall be in reasonable detail and certified by the chief financial officer or other
Authorized Officer of Holdings that they fairly present in all material respects the consolidated
financial condition of Holdings as of the dates indicated and the results of their operations and
changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments
and the absence of footnotes. If the US Borrower has designated any Unrestricted Subsidiaries
hereunder, then the quarterly financial information required by this Section 6.01(a) shall include
a reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in management’s discussion and analysis of operational and financial
developments, of the financial condition and results of operations of Holdings and its Subsidiaries
separate from the financial condition and results of operations of the Unrestricted Subsidiaries of
Holdings.




          (b) Annual Financial Statements. Within 90 days after the close of each fiscal year
of Holdings, (i) the consolidated balance sheet of Holdings as at the end of such fiscal year and
the related consolidated statements of operations and stockholders’ equity and of cash flows for
such fiscal year, in each case setting forth comparative consolidated figures for the preceding
fiscal year and (except for such comparable budgeted figures) certified by independent certified
public accountants of recognized national standing as shall be reasonably acceptable to the
Administrative Agent, in each case without any qualification or material exception as to the scope
of such audit and to the effect that such statements fairly present in all material respects the
consolidated financial condition of Holdings as of the dates indicated and the results of their
operations and changes in financial position for the periods indicated in conformity with GAAP
applied on a basis consistent with prior years, together with a certificate of such accounting firm
stating that in the course of its regular audit of the consolidated business of Holdings, which
audit was conducted in accordance with generally accepted auditing standards, no Default or Event
of Default that has occurred and is continuing has come to their attention or, if such a Default or
an Event of Default has come to their attention, a statement as to the nature thereof, and (ii)
management’s discussion and analysis of significant operational and financial developments during
such fiscal year. If the US Borrower has designated any Unrestricted Subsidiaries hereunder, then
the annual financial information required by this Section 6.01(b) shall include a reasonably
detailed presentation, either on the face of the financial statements or in the footnotes thereto,
and in management’s discussion and analysis of operational and financial developments, of the
consolidated financial condition and results of operations of Holdings separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of Holdings.




          (c) Budgets, etc. Not more than 60 days after the commencement of each fiscal year of
Holdings, consolidated budgets (including Capital Expenditures budgets) of Holdings and its
Subsidiaries (i) in reasonable detail for each of the four fiscal quarters of such fiscal year and
(ii) in summary form for each of the four fiscal years immediately following such fiscal year, in
each case as customarily prepared by management for its internal use setting forth, with
appropriate discussion, the principal assumptions upon which such budgets are based.




          (d) Officer’s Certificates. At the time of the delivery of the financial statements
provided for in Sections 6.01(a) and (b), a certificate of the chief financial officer or other
Authorized Officer of Holdings to the effect that, to the best of such officer’s knowledge,

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no Default or Event of Default exists or, if any Default or Event of Default does exist,
specifying the nature and extent thereof, which certificate shall, (i) if delivered in connection
with the financial statements in respect of a period ending on the last day of a fiscal quarter or
a fiscal year of Holdings, set forth (A) the calculations required to establish whether (1) the US
Borrower and its Subsidiaries were in compliance with the provisions of Sections 2.12, 7.02,
7.04(d), (e), (j), (m) and (n), 7.05(f), (g), (k), (m), (o) and (p), 7.06(b) (e), (h), (i) and (j),
and (2) the US Borrower and its Subsidiaries were in compliance with the provisions of Sections
7.09, 7.10 and 7.11, in each case as at the end of such fiscal quarter or year, as the case may be,
(B) the calculation of the Total Leverage Ratio and the Adjusted Total Leverage Ratio as at the
last day of the respective fiscal quarter or fiscal year of the US Borrower and the Consolidated
Fixed Charge Coverage Ratio for the four fiscal quarter period ended on such last day, as the case
may be, and (C) a reasonably detailed summary of the differences between such financial statements
of Holdings and what would be reflected in consolidated financial statements of the US Borrower
prepared on a comparable basis, including calculations showing the adjustments made to consolidated
net income of Holdings reflected in such financial statements to arrive at Consolidated Net Income
and Consolidated EBITDA for such period, and (ii) if delivered with the financial statements
required by Section 6.01(b), set forth in reasonable detail the amount of (and the calculations
required to establish the amount of) Adjusted Excess Cash Flow for the respective Excess Cash Flow
Payment Period.




          (e) Notice of Default or Litigation. Promptly, and in any event within three Business
Days after an executive officer of Holdings or any of its Subsidiaries obtains actual knowledge
thereof, notice of (i) the occurrence of any event that constitutes a Default or an Event of
Default, which notice shall specify the nature and period of existence thereof and what action each
of Holdings and each Borrower proposes to take with respect thereto, (ii) any litigation or
proceeding pending or threatened (A) against Holdings or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect, (B) with respect to any material
Indebtedness of Holdings or any of its Subsidiaries or (C) with respect to any Document (other than
such Documents referred to in clause (f) or (g) of the definition thereof), (iii) any governmental
investigation pending or threatened against Holdings or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect and (iv) any other event that could
reasonably be expected to have a Material Adverse Effect.




          (f) Auditors’ Reports. Promptly upon receipt thereof, a copy of each report or
“management letter” submitted to Holdings or any of its Subsidiaries by its independent accountants
in connection with any annual, interim or special audit made by them of the books of Holdings or
any of its Subsidiaries and the management’s non-privileged responses thereto.




          (g) Environmental Matters. Promptly after an executive officer of Holdings or any of
its Subsidiaries obtains actual knowledge of any of the following (but only to the extent that any
of the following, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect), written notice of:





	 	(i)	 	any pending or threatened Environmental Claim against Holdings
or any of its Subsidiaries or any Real Property owned or operated by Holdings
or any of its Subsidiaries; and




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	 	(ii)	 	any condition or occurrence on any Real Property at any time
owned or operated by Holdings or any of its Subsidiaries that (A) results in
non-compliance by Holdings or any of its Subsidiaries with any applicable
Environmental Law; (B) could reasonably be anticipated to form the basis of an
Environmental Claim against Holdings or any of its Subsidiaries or any such
Real Property; or (C) results in the taking of any removal or remedial action
in response to the actual or alleged presence of any Hazardous Material.




All such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and each of Holdings’s, each of its
Subsidiary’s and each other third Person’s response or proposed response thereto.




          (h) Notice of Commitment Reductions and Mandatory Repayments. On or prior to the date
of any reduction to the Total Revolving Loan Commitment or any mandatory repayment of outstanding
Term Loans pursuant to any of Sections 2.12(c) through (e), inclusive, the US Borrower shall
provide written notice of the amount of the respective reduction or repayment, as the case may be,
to the Total Revolving Loan Commitment or the outstanding Term Loans, as applicable, and the
calculation thereof (in reasonable detail).




          (i) Other Information. Promptly upon transmission thereof, copies of any filings and
registrations with, and reports to, the SEC by Holdings or any of its Subsidiaries and copies of
all financial statements, proxy statements, notices and reports as Holdings or any of its
Subsidiaries shall send generally to analysts and the holders of their capital stock or of any
Permitted Debt, Holdings Notes, Permitted Holdings Refinancing Indebtedness and Senior Subordinated
Notes Indebtedness, in their capacity as such holders (to the extent not theretofore delivered to
the Lenders pursuant to this Agreement) and, with reasonable promptness, such other information or
documents (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of
any Lender may reasonably request from time to time.




          (j) Collateral Information. Concurrently with any delivery of financial statements
under clause (a) or (b) above, a certificate of the chief financial officer of the US Borrower
setting forth the information required pursuant to (i) (A) in the case of financial statements
delivered under clause (a) above, the paragraphs numbered 1, 2, 3, 8, 9, 11 and 13 of the US
Perfection Certificate or (B) in the case of financial statements delivered under clause (b) above,
the paragraphs numbered 1, 2, 3, 8, 9, 10, 11, 12 and 13 of the US Perfection Certificate and (ii)
the equivalent paragraphs under Foreign Perfection Certificates and such other paragraphs under
Foreign Perfection Certificates and such other information as the Administrative Agent may
reasonably request and/or as the Administrative Agent shall have designated, or in each case
confirming that there has been no change in such information since the date of the applicable
Perfection Certificate delivered on the later of the Effective Date and the date of the most recent
certificate delivered pursuant to this Section 6.01(j).





          SECTION 6.02. Books, Records and Inspections. Holdings will, and will cause each
of its Subsidiaries to, keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all requirements of law shall be made of all
dealings and transactions in relation to its business and activities. Holdings will, and will



106









 






cause each of its Subsidiaries to, permit, upon reasonable notice to the chief financial
officer or other Authorized Officer of Holdings, officers and designated representatives of
the Administrative Agent or the Required Lenders to visit and inspect under the guidance of
officers of Holdings any of the properties or assets of Holdings and any of its Subsidiaries
in whomsoever’s possession, and to examine the books of account of Holdings and any of its
Subsidiaries and discuss the affairs, finances and accounts of Holdings and of any of its
Subsidiaries with, and be advised as to the same by, their officers and independent
accountants, all at such reasonable times and intervals and to such reasonable extent as the
Administrative Agent or the Required Lenders may desire; provided that, excluding any
such visits and inspections during the continuation of a Default or an Event of Default,
neither the Administrative Agent nor the Required Lenders shall conduct such visits or
inspections more often than two times during any calendar year (or such greater number of
times as the US Borrower may agree to from time to time); and provided further that,
so long as no Default or Event of Default is then in existence, Holdings shall have the right
to participate in any discussions of the Administrative Agent or the Lenders with any
independent accountants of Holdings.




          SECTION 6.03. Insurance. (a) The US Borrower will, and will cause each of its
Subsidiaries to, (i) maintain, with financially sound and reputable insurance companies,
insurance on all its property in at least such amounts and against at least such risks as is
consistent and in accordance with industry practice and (ii) furnish to the Administrative
Agent and each of the Lenders, upon request, full information as to the insurance carried.
The provisions of this Section 6.03 shall be deemed supplemental to, but not duplicative of,
the provisions of any Security Documents that require the maintenance of insurance.



          (b) The US Borrower will, and will cause each of its Subsidiaries to, at all times keep the
respective property of the US Borrower and its Subsidiaries (except real or personal property
leased or financed through third parties in accordance with this Agreement) insured in favor of the
Collateral Agent, and all policies or certificates with respect to such insurance (and any other
insurance maintained by, or on behalf of, the US Borrower or any Subsidiary of the US Borrower) (i)
shall be endorsed to the Collateral Agent’s satisfaction for the benefit of the Collateral Agent
(including by naming the Collateral Agent as certificate holder, mortgagee and loss payee with
respect to real property, certificate holder and loss payee with respect to personal property,
additional insured with respect to general liability and umbrella liability coverage and
certificate holder with respect to workers’ compensation insurance), (ii) shall state that such
insurance policies shall not be cancelled or materially changed without at least 30 days’ prior
written notice thereof by the respective insurer to the Collateral Agent and (iii) shall, upon the
request of the Collateral Agent, be deposited with the Collateral Agent.




          (c) If the US Borrower or any of its Subsidiaries shall fail to maintain all insurance in
accordance with this Section 6.03, or if the US Borrower or any of its Subsidiaries shall fail to
so name the Collateral Agent as an additional insured, mortgagee or loss payee, as the case may be,
or so deposit all certificates with respect thereto, the Administrative Agent and/or the Collateral
Agent shall have the right (but shall be under no obligation) to procure such insurance, and the
Credit Parties agree to jointly and severally reimburse the Administrative




107









 




Agent or the Collateral Agent, as the case may be, for all costs and expenses of procuring
such insurance.





          SECTION 6.04. Payment of Taxes. Holdings will pay and discharge, and will cause
each of its Subsidiaries to pay and discharge, all material Taxes imposed upon it or upon its
income or profits, or upon any material properties belonging to it, prior to the date on which
penalties attach thereto, and all material lawful claims for sums that have become due and
payable that, if unpaid, might become a Lien not otherwise permitted under Section 7.03(a);
provided that neither Holdings nor any of its Subsidiaries shall be required to pay
any such Taxes that are being contested in good faith and by proper proceedings if (a)
Holdings has maintained adequate reserves with respect thereto in accordance with GAAP and (b)
such failure to pay could not reasonably be expected to result in a Material Adverse Effect.




          SECTION 6.05. Corporate Franchises. Holdings will do, and will cause each of its
Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full
force and effect its existence and its material rights, franchises, authority to do business,
licenses and patents, except for rights, franchises, authority to do business, licenses and
patents the loss of which (individually or in the aggregate) could not reasonably be expected
to have a Material Adverse Effect; provided, however, that any transaction
permitted by Section 7.02 will not constitute a breach of this Section 6.05.




          SECTION 6.06. Compliance with Statutes, etc. Holdings will, and will cause each
of its Subsidiaries to, comply with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all Governmental Authorities, domestic or foreign, in
respect of the conduct of its business and the ownership of its property, except for such
non-compliance as would not, either individually or in the aggregate, have a Material Adverse
Effect or a material adverse effect on the ability of any Credit Party to perform its
obligations under any Credit Document to which it is a party.




          SECTION 6.07. Compliance with Environmental Laws. (a) Holdings will comply, and
will cause each of its Subsidiaries to comply, in all material respects with all Environmental
Laws applicable to their businesses and to the ownership or use of Real Property now or
hereafter owned or operated by Holdings or any of its Subsidiaries, will promptly pay or, with
respect to any of its Subsidiaries, cause to be paid all costs and expenses incurred in
connection with such compliance, and will keep or cause to be kept all such Real Property free
and clear of any Liens imposed pursuant to such Environmental Laws and (b) neither Holdings
nor any of its Subsidiaries will generate, use, treat, store or Release, or permit the
generation, use, treatment, storage or Release of, Hazardous Materials on any Real Property
owned or operated by Holdings or any of its Subsidiaries other than in compliance with
Environmental Laws, or transport or permit the transportation of Hazardous Materials other
than in compliance with Environmental Laws, unless the failure to comply with the requirements
specified in clause (a) or (b) above could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.




          SECTION 6.08. Pension Matters. To the extent that any of the following events
could, either individually or in the aggregate, reasonably be expected to result in



108









 






liabilities in excess of $2,500,000, as soon as possible and, in any event, within ten
Business Days after Holdings or any Subsidiary of Holdings or any ERISA Affiliate knows or has
reason to know of the occurrence of any of the following, Holdings will deliver to each of the
Lenders a certificate of the chief financial officer or other Authorized Officer of Holdings
setting forth the full details as to such occurrence and the action, if any, that Holdings,
such Subsidiary or such ERISA Affiliate is required or proposes to take with respect thereto:
that a Reportable Event has occurred; that an accumulated funding deficiency, within the
meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred or an
application has been made or is reasonably expected to be made for a waiver or modification of
the minimum funding standard or an extension of any amortization period under Section 412 of
the Code or Section 303 or 304 of ERISA with respect to a Plan; that any contribution required
to be made by Holdings, any Subsidiary or any ERISA Affiliate with respect to a Plan, a
Multiemployer Plan or a Foreign Pension Plan has not been timely made; that a Plan or a
Multiemployer Plan has been or is reasonably expected to be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; that a Plan has an Unfunded Current
Liability; that Holdings, any Subsidiary of Holdings or any ERISA Affiliate will or is
reasonably expected to incur any liability to or on account of the termination of or
withdrawal from a Plan or a Multiemployer Plan; or that Holdings or any Subsidiary of Holdings
will or is reasonably expected to incur any material liability pursuant to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired
employees or other former employees (other than as required by Section 601 of ERISA) or any
Plan or Foreign Pension Plan. Holdings will deliver to each of the Lenders (i) at the request
of any Lender on ten Business Days’ notice a complete copy of the annual report (on the
Internal Revenue Service Form 5500 series) of each Plan (including, to the extent required,
the related financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the Internal Revenue
Service and (ii) copies of any records, documents or other information that must be furnished
to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA.




          SECTION 6.09. Good Repair. Holdings will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used in its business are
kept in good repair, working order and condition, ordinary wear and tear excepted.




          SECTION 6.10. End of Fiscal Years; Fiscal Quarters. The US Borrower will cause
(a) each of its, and each of its Domestic Subsidiaries’, fiscal years to end on December 31 of
each year and (b) each of its, and each of its Domestic Subsidiaries’, fiscal quarters to end
on March 31, June 30, September 30 and December 31 of each year.




          SECTION 6.11. Additional Security; Further Assurances. (a) The US Borrower
will, promptly after (i) the creation or acquisition of any Domestic Subsidiary, notify the
Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and
deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation or
acquisition of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof
and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver
counterparts of the Foreign Guaranty, (iii) the creation or acquisition of any Wholly-Owned
Foreign Subsidiary organized under the laws of Canada



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(or any province or territory thereof) or of England and Wales in the United Kingdom,
notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to
duly authorize, execute and deliver counterparts of the applicable Security Documents that any
such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and
deliver on the Effective Date if same were a Credit Party on such date and (iv) any
Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in clause (iii)
above) created or acquired after the Effective Date has or at any time acquires assets with a
fair market value (as determined in good faith by the US Borrower) that equals or exceeds
$50,000,000, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign
Subsidiary to duly authorize, execute and deliver counterparts of security agreements, pledge
agreements and other security documentation that the Collateral Agent may request, in the case
of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant
certificates, opinions of counsel and other documentation that such Subsidiary would have been
required to deliver pursuant to Sections 3.03, 3.04, 3.09, 3.10, 3.11, 3.12 and 3.13, as
applicable, on the Effective Date and together with such other certificates, opinions of
counsel and other documentation as the Collateral Agent may reasonably request (although no
Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security
Document pursuant to this Section 6.11 to the extent that the entering into of any such
Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted
under applicable law or to the extent that the Collateral Agent determines that the detriment
(including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s
entering into such Guaranty or Security Document, as applicable, would be excessive in view of
the related benefits to be received by the Secured Parties.



          (b) Subject to clause (a) of this Section 6.11, Holdings will, and will cause each of the
other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such
assets and properties of Holdings and such Credit Parties as are not covered by the original
Security Documents, and as may be reasonably requested from time to time by the Administrative
Agent or the Required Lenders, and (ii) subject to the last sentence of this Section 6.11(b), grant
a mortgage in any Real Property located in the United States and grant a fixed charge over any Real
Property located in Canada or the United Kingdom, the fair market value of which (as determined in
good faith by senior management of the US Borrower) is greater than, if such Real Property
is located in (A) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000,
unless the Collateral Agent determines that the detriment (including as a result of the cost) to
the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in
view of the related benefits to be received by the Secured Parties (all such security and guaranty
documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to
as the “Additional Security and Guaranty Documents”), in each case (in the case of a
Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security
and Guaranty Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law.
All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and
substance to the Administrative Agent and, in the case of security documentation, shall constitute
valid and enforceable perfected security interests, hypothecations and mortgages superior to and
prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens.
The

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Additional Security and Guaranty Documents or instruments related thereto shall have been duly
recorded or filed in such manner and in such places as are required by law to give the
Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported
to be created thereby and all Taxes, fees and other charges payable in connection therewith shall
have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to
(and Holdings and its Subsidiaries shall not be required to grant a mortgage in or fixed charge
over, as applicable) any Real Property the fair market value of which (as determined in good faith
by senior management of the US Borrower) is less than, if such Real Property is located in
(A) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000.




          (c) Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and
the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent
from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates, real property
surveys, reports and other assurances or instruments and take such further steps relating to the
Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require.
Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral
Agent such opinions of counsel, title insurance and other related documents as may be reasonably
requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with.




          (d) Holdings and each Borrower agree that each action required above by this Section 6.11
shall be completed as soon as possible, but in no event later than (x) in the case of clauses
(a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this
Section, 90 days (or, in each case, such later date as may be acceptable to the Administrative
Agent) after such action is either requested to be taken by the Administrative Agent, the
Collateral Agent or the Required Lenders or required to be taken by Holdings and its Subsidiaries
pursuant to the terms of this Section 6.11; provided that in no event will Holdings or any
of its Subsidiaries be required to take any action, other than using its commercially reasonable
efforts, to obtain consents from third parties with respect to its compliance with this Section
6.11.





          SECTION 6.12. Use of Proceeds. All proceeds of the Loans shall be used as
provided in Section 5.05.




          SECTION 6.13. Permitted Acquisitions. (a) Subject to the provisions of this
Section 6.13 and the requirements contained in the definition of Permitted Acquisition, the US
Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted
Acquisitions, so long as: (i) no Default or Event of Default shall be in existence at the time
of the consummation of the proposed Permitted Acquisition or immediately after giving effect
thereto; (ii) the US Borrower shall have given the Administrative Agent and the Lenders at
least five Business Days’ prior written notice of any Permitted Acquisition; (iii)
calculations are made by the US Borrower of compliance with the covenants contained in
Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein)
for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted
Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the
first day of such Calculation Period) had occurred on the first day of such Calculation



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Period, and such calculations shall show that such financial covenants would have been
complied with if the Permitted Acquisition had occurred on the first day of such Calculation
Period (for this purpose, (A) if the first day of the respective Calculation Period occurs
prior to the Effective Date, calculated as if the covenants contained in said Sections 7.09
and 7.10 (in each case, giving effect to the last sentence appearing therein) had been
applicable from the first day of the Calculation Period and (B) using the covenant levels
contained in such Sections 7.09 and 7.10 for the Test Period ending December 31, 2005, in
connection with a Permitted Acquisition consummated prior to December 31, 2005); (iv) the
Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition
does not exceed $50,000,000; (v) all representations and warranties contained herein and in
the other Credit Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of the date of
such Permitted Acquisition (both before and after giving effect thereto), unless stated to
relate to a specific earlier date, in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date; and (vi) the US Borrower
shall have delivered to the Administrative Agent an officer’s certificate executed by an
Authorized Officer of the US Borrower, certifying, to the best of such officer’s knowledge,
compliance with the requirements of preceding clauses (i) through (v), inclusive, and
containing the calculations required by the preceding clauses (iii) and (iv);
provided, however, that so long as the Maximum Permitted Consideration paid in
connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted
Consideration paid in connection with all other Permitted Acquisitions consummated in the same
fiscal quarter as such proposed Permitted Acquisition, does not exceed $25,000,000, the US
Borrower shall not be required to comply with clause (ii) above in connection with such
Permitted Acquisition and the substance of the officer’s certificate otherwise required to be
delivered pursuant to clause (vi) above shall instead be included as part of the next
officer’s certificate required to be delivered to the Administrative Agent under Section
6.01(d).



          (b) At the time of each Permitted Acquisition involving the creation or acquisition of a
Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the
capital stock or other equity interests thereof created or acquired in connection with such
Permitted Acquisition shall be pledged for the benefit of the Secured Parties pursuant to the US
Collateral and Guaranty Agreement or appropriate Foreign Pledge Agreement in accordance with the
requirements of Section 7.15.




          (c) Holdings and each Borrower shall, and shall cause each Subsidiary that is formed to effect
a Permitted Acquisition or that is acquired pursuant to a Permitted Acquisition to, comply with,
and execute and deliver all of the documentation required by, Sections 6.11 and 7.15, to the
reasonable satisfaction of the Administrative Agent.




          (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and
warranty by Holdings and each Borrower that the certifications by the US Borrower (or by one or
more of its Authorized Officers) pursuant to Section 6.13(a) are true and correct and that all
conditions thereto have been satisfied and that same is permitted in accordance with the terms of
this Agreement, which representation and warranty shall be deemed to be a representation and
warranty for all purposes hereunder, including Articles IV and VIII.




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          SECTION 6.14. Performance of Obligations. Holdings will, and will cause each of
its Subsidiaries to, perform all of its obligations under the terms of each mortgage, deed of
trust, indenture, loan agreement or credit agreement and each other material agreement,
contract or instrument by which it is bound, except such non-performance as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          SECTION 6.15. Maintenance of Company Separateness. Holdings will, and will cause
each of its Subsidiaries and Unrestricted Subsidiaries to, satisfy customary Company
formalities, including, as applicable, the holding of regular board of directors’ and
shareholders’ meetings or action by directors or shareholders without a meeting and the
maintenance of Company offices and records. Neither Holdings nor any of its Subsidiaries
shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any
liability of any Unrestricted Subsidiary, or enter into any Synthetic Purchase Agreement in
respect of any liability of any Unrestricted Subsidiary, and no bank account of any
Unrestricted Subsidiary shall be commingled with any bank account of Holdings or any of its
Subsidiaries. Any financial statements distributed to any creditors of any Unrestricted
Subsidiary shall clearly establish or indicate the Company separateness of such Unrestricted
Subsidiary from Holdings and its Subsidiaries. Finally, neither Holdings nor any of its
Subsidiaries shall take any action, or conduct its affairs in a manner, that is likely to
result in the Company existence of Holdings or any of its Subsidiaries or Unrestricted
Subsidiaries being ignored, or in the assets and liabilities of Holdings or any of its
Subsidiaries being substantively consolidated with those of any other such Person or any
Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.




          SECTION 6.16. Contributions. Holdings will, upon its receipt thereof, contribute
as an equity contribution to the capital of the US Borrower any cash proceeds received by
Holdings (i) from any asset sale, any incurrence of Indebtedness (other than Permitted
Holdings Refinancing Indebtedness), any Recovery Event affecting Holdings or its property or
assets, any sale or issuance of its equity (other than equity the cash proceeds of which are
used by Holdings to repurchase or redeem Holdings Notes or Permitted Holdings Refinancing
Indebtedness), any cash capital contributions or any tax refunds received by it and (ii) in
respect of any indemnification right of Holdings or any of its Subsidiaries under any Document
(except to the extent the US Collateral Assignment requires such proceeds to be otherwise
applied).




          SECTION 6.17. Holdings Notes and Permitted Holdings Refinancing Indebtedness.
Holdings will pay (a) until December 15, 2007, all interest on (and any liquidated damages in
respect of) the Holdings 2012 Notes, (b) until June 1, 2008, all interest on (and any
liquidated damages in respect of) the Holdings 2013 Notes and (c) during the period specified
in the Permitted Holdings Refinancing Documents with respect to any Permitted Holdings
Refinancing Indebtedness, which period shall in no event end prior to (i) December 15, 2007,
in the case of any initial or successive Permitted Holdings Refinancing Indebtedness in
respect of Holdings 2012 Notes or (ii) June 1, 2008, in the case of any initial or successive
Permitted Holdings Refinancing Indebtedness in respect of Holdings 2013 Notes, all interest on
(and any liquidated damages in respect of) such Permitted Holdings Refinancing Indebtedness,
in the case of each of clauses (a), (b)



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 and
(c) above solely through accretion of additional principal or the issuance of additional
Holdings Notes or such Permitted Holdings Refinancing Indebtedness, as applicable, rather than
in cash.



ARTICLE VII




Negative Covenants



Each of Holdings and each Borrower hereby covenants and agrees that as of the Effective Date and
thereafter for so long as this Agreement is in effect and until the Total Commitment has
terminated, no Letters of Credit or Notes are outstanding and the Loans, LC Disbursements and all
amounts due in respect of B/As, together with interest, fees and all other Loan Document
Obligations (other than any indemnities described in Section 10.12 that are not then due and
payable) incurred hereunder, are paid in full:





          SECTION 7.01. Business. (a) Holdings will not, and will not permit any of its
Subsidiaries to, engage directly or indirectly in any business other than a Permitted
Business.



          (b) Holdings will not permit any Unrestricted Subsidiary to engage (directly or indirectly) in
any business other than a Permitted Business.




          (c) Notwithstanding the foregoing or anything else in this Agreement to the contrary, Holdings
will not engage in any business or own any significant assets or have any material liabilities
other than (i) its ownership of the equity interests in the US Borrower and (ii) those liabilities
that it is responsible for under this Agreement and the other Documents to which it is a party;
provided that Holdings may engage in those activities that are incidental to (A) the
maintenance of its existence in compliance with applicable law, (B) legal, tax and accounting
matters in connection with any of the foregoing activities, (C) transactions by Holdings expressly
permitted under Sections 7.06(b) and (e) through (l), the proviso to Section 7.07 and Section
7.12(a), (D) (1) consummation of a Qualified Public Offering and (2) the payment of transaction
costs and expenses in connection with a Qualified Public Offering as contemplated by Section
7.06(i) and (E) as necessary to permit the incurrence of any Permitted Holdings Refinancing
Indebtedness.




          (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, none of
NSULC1, US Holdco, Newco, Canadian LP, Subco and Sideco will engage in any business or have any
Indebtedness or significant liabilities to any Person that is not a Wholly-Owned Subsidiary of
Holdings or, in the case of US Holdco, own any significant assets, other than (i) its ownership of
the equity interests in (A) in the case of NSULC1, Newco, US Holdco, Canadian LP, the Canadian
Borrower, Subco and Sideco, (B) in the case of Canadian LP, the Canadian Borrower, Sideco and
Subco, (C) in the case of Newco, Canadian LP, the Canadian Borrower, Sideco and Subco and (D) in
the case of US Holdco, GSL and GSLM and (ii) those liabilities that it is responsible for under
this Agreement and the other Credit Documents to which it is a party; provided that each of
the foregoing entities may engage in those activities that are incidental to (A) the maintenance of
its existence in compliance with applicable law and (B) legal, tax and accounting matters in
connection with any of the foregoing


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activities; and provided further that Canadian LP may undertake investments in cash
and Cash Equivalents in an aggregate amount not to exceed $5,000,000 at any one time.





          SECTION 7.02. Consolidation; Merger; Sale or Purchase of Assets; etc. Holdings
will not, nor will Holdings permit any of its Subsidiaries to, wind up, liquidate or dissolve
its affairs or enter into any transaction of merger, amalgamation or consolidation, or convey,
sell, lease or otherwise dispose of all or any part of its property or assets (other than
inventory in the ordinary course of business), or enter into any sale-leaseback transactions,
or purchase or otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other than purchases or other acquisitions of inventory, materials,
general intangibles, equipment, goods and services in the ordinary course of business) of any
Person or agree to do any of the foregoing at any future time, except that the following shall
be permitted:



          (a) the US Borrower and its Subsidiaries may, as lessee, enter into operating leases in the
ordinary course of business with respect to real, personal, movable or immovable property;




          (b) Capital Expenditures by the US Borrower and its Subsidiaries to the extent not in
violation of Section 7.11;




          (c) Investments permitted pursuant to Section 7.05 and the disposition or liquidation of Cash
Equivalents in the ordinary course of business;




          (d) the US Borrower and any of its Subsidiaries may sell or otherwise dispose of assets
(excluding capital stock of, or other equity interests in, Subsidiaries, Joint Ventures and
Unrestricted Subsidiaries) that, in the reasonable opinion of such Person, are obsolete, uneconomic
or no longer useful in the conduct of such Person’s business, in each case in the ordinary course
of business;




          (e) any Subsidiary of the US Borrower may convey, lease, license, sell or otherwise transfer
all or any part of its business, properties and assets to the US Borrower or to any Subsidiary
Guarantor that is a Wholly-Owned Domestic Subsidiary, so long as any security interests granted to
the Collateral Agent for the benefit of the Secured Parties pursuant to the applicable Security
Documents in the assets so transferred shall remain in full force and effect and perfected (to at
least the same extent as in effect immediately prior to such transfer) and all actions required to
maintain said perfected status have been taken;




          (f) any Foreign Subsidiary of the US Borrower may convey, lease, license, sell or otherwise
transfer all or any part of its business, properties and assets to a Wholly-Owned Foreign
Subsidiary of the US Borrower, so long as (i) any security interests granted to the Collateral
Agent for the benefit of the Secured Parties pursuant to the applicable Security Documents in the
assets so transferred shall remain in full force and perfected (to at least the same extent as in
effect immediately prior to such transfer) and all actions required to maintain said perfected
status have been taken and (ii) the aggregate fair market value (as determined in good faith by
Holdings) of all such assets so transferred to Wholly-Owned Foreign Subsidiaries that are not
Foreign Credit Parties shall not exceed $7,500,000;




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          (g) any Subsidiary of the US Borrower may merge with and into, or be dissolved or liquidated
into, the US Borrower or any Subsidiary Guarantor that is a Wholly-Owned Domestic Subsidiary, so
long as (i) the US Borrower or such Subsidiary Guarantor is the surviving corporation of any such
merger, dissolution or liquidation and (ii) any security interests granted to the Collateral Agent
for the benefit of the Secured Parties pursuant to the applicable Security Documents in the assets
and capital stock of such Subsidiary shall remain in full force and effect and perfected (to at
least the same extent as in effect immediately prior to such merger, dissolution or liquidation)
and all actions required to maintain said perfected status have been taken;




          (h) any Foreign Subsidiary of the US Borrower may merge with and into, or be dissolved or
liquidated into, the Canadian Borrower, the UK Borrower or any other Wholly-Owned Foreign
Subsidiary of the US Borrower (provided that the Canadian Borrower shall not merge with and into,
or be dissolved or liquidated into, the UK Borrower and the UK Borrower shall not merge with and
into, or be dissolved or liquidated into, the Canadian Borrower), so long as (i)(A) in the case of
any such merger, dissolution or liquidation involving the Canadian Borrower, the Canadian Borrower
is the surviving corporation thereof and (B) in the case of any such merger, dissolution or
liquidation involving the UK Borrower, the UK Borrower is the surviving corporation thereof, (ii)
in the case of any such merger, dissolution or liquidation involving a Foreign Credit Party, such
Foreign Credit Party is the surviving corporation thereof, (iii) in all other cases, such
Wholly-Owned Foreign Subsidiary is the surviving corporation of any such merger, dissolution or
liquidation and (iv) any security interests granted to the Collateral Agent for the benefit of the
Secured Parties pursuant to the applicable Security Documents in the assets and capital stock of
such Foreign Subsidiary shall remain in full force and effect and perfected (to at least the same
extent as in effect immediately prior to such merger, dissolution or liquidation) and all actions
required to maintain said perfected status have been taken;




          (i) the US Borrower and its Wholly-Owned Subsidiaries shall be permitted to make Permitted
Acquisitions, so long as such Permitted Acquisitions are effected in accordance with the
requirements of Section 6.13;




          (j) the US Borrower and its Subsidiaries may, in the ordinary course of business, license, as
licensor or licensee, patents, trademarks, copyrights and know-how to or from third Persons or one
another, so long as any such license by the US Borrower or any such Subsidiary in its capacity as
licensor is permitted to be assigned pursuant to the relevant Security Agreement (to the extent
that a security interest in such patents, trademarks, copyrights and know-how is granted
thereunder) and does not otherwise prohibit the granting of a Lien by the US Borrower or any such
Subsidiary pursuant to such Security Agreement in the intellectual property covered by such
license;




          (k) the US Borrower and its Domestic Subsidiaries may transfer assets (other than cash) to
Wholly-Owned Foreign Subsidiaries, so long as (i) no Default or Event of Default exists at the time
of the respective transfer and (ii) the aggregate fair market value of all such assets so
transferred (determined in good faith by senior management of Holdings) to all such Wholly-Owned
Foreign Subsidiaries does not exceed $15,000,000;




116









 








          (l) the US Borrower and any of its Subsidiaries may sell or otherwise dispose of the capital
stock of, or other equity interests in, any of their respective Subsidiaries (other than the
Canadian Borrower or the UK Borrower, the equity interests of which may not be sold or otherwise
disposed of pursuant to this subsection (l)), Joint Ventures and Unrestricted Subsidiaries;
provided that (i) in the case of a sale or other disposition of the capital stock or other
equity interests of any Wholly-Owned Subsidiary of the US Borrower, 100% of the capital stock or
other equity interests of such Subsidiary shall be so sold or disposed of, (ii) each such sale or
disposition shall be for an amount at least equal to the fair market value thereof (as determined
in good faith by senior management of Holdings), (iii) each such sale results in consideration at
least 75% of which (taking into account the amount of cash, the principal amount of any promissory
notes and the fair market value, as determined by Holdings in good faith, of any other
consideration) shall be in the form of cash and (iv) the aggregate Net Sale Proceeds of all assets
sold or otherwise disposed of pursuant to this clause (l) shall not exceed $30,000,000 in the
aggregate;




          (m) the US Borrower and any of its Subsidiaries may enter into agreements to (i) sell excess
capacity at one or more of its facilities or (ii) lease or sublease real property in the ordinary
course of business to the extent such property is not used or useful in the business of the US
Borrower or its Subsidiaries; provided that any such agreements do not interfere in any
material respect with the operations of the US Borrower or any of its Subsidiaries or otherwise
leave the US Borrower or any of its Subsidiaries with insufficient capacity to meet its own ongoing
(and reasonably anticipated) requirements;




          (n) the US Borrower or any of its Subsidiaries may effect Permitted Sale-Leaseback
Transactions in accordance with the definition thereof; provided that (i) the aggregate
amount of all proceeds received by the US Borrower and its Subsidiaries from all Permitted
Sale-Leaseback Transactions consummated on and after the Effective Date shall not exceed
$25,000,000 and (ii) the Net Sale Proceeds from all such Permitted Sale-Leaseback Transactions are
applied to repay Term Loans as provided in Section 2.12(c) and/or reinvested in replacement assets
or retained to the extent permitted by Section 2.12(c);




          (o) the US Borrower and any of its Subsidiaries may enter into agreements to effect
acquisitions and dispositions of stock or assets, so long as the respective transaction is
permitted pursuant to the provisions of this Section 7.02; provided that the US Borrower
and any of its Subsidiaries may enter into agreements to effect acquisitions and dispositions of
capital stock or assets in transactions not permitted by the provisions of this Section 7.02 at the
time the respective agreement is entered into, so long as in the case of each such agreement, such
agreement shall be expressly conditioned upon obtaining the requisite consent of the Required
Lenders under this Agreement or the repayment of all Loan Document Obligations hereunder as a
condition precedent to the consummation of the respective transaction and, if for any reason the
transaction is not consummated because of a failure to obtain such consent, the aggregate liability
of Holdings and any of its Subsidiaries under any such agreement shall not exceed $7,500,000;




          (p) the US Borrower and any of its Subsidiaries may sell or otherwise dispose of assets
(excluding capital stock of, or other equity interests in, Subsidiaries, Joint Ventures and
Unrestricted Subsidiaries) during each fiscal year of the US Borrower having an aggregate fair




117









 




market value not in excess of $35,000,000; provided that, except with respect to asset
dispositions or transfers arising out of, or in connection with, the events described in clauses
(a) and (b) of the definition of Recovery Event, (i) each such sale or disposition shall be for an
amount at least equal to the fair market value thereof (as determined in good faith by senior
management of Holdings) and (ii) to the extent any such sale or disposition (or any series of
related sales or dispositions) generates Net Sale Proceeds (or involves assets the fair market
value of which (as determined in good faith by senior management of Holdings) is) equal to or
greater than $3,000,000, such sale or disposition (or series of related sales or dispositions)
results in consideration at least 75% of which (taking into account the amount of cash, the
principal amount of any promissory notes and the fair market value, as determined by Holdings in
good faith, of any other consideration) shall be in the form of cash, provided,
however, that, notwithstanding the foregoing, up to $10,000,000 of such consideration in
the aggregate in any fiscal year of the US Borrower may be in the form of (A) assets to be owned by
the US Borrower or any of its Wholly-Owned Subsidiaries and used in connection with a Permitted
Business and/or (B) 100% of the capital stock of any entity that owns assets used in a Permitted
Business, which entity shall, as a result of such acquisition, become a Wholly-Owned Subsidiary of
the US Borrower (and, if the Person that sold such assets was (1) a US Credit Party, such
Wholly-Owned Subsidiary shall become a US Credit Party or (2) a Foreign Credit Party, such
Wholly-Owned Subsidiary shall become a Foreign Credit Party); and




          (q) the White Salt Sale.



To the extent the Required Lenders waive the provisions of this Section 7.02 with respect to the
sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as
permitted by this Section 7.02, such Collateral (unless transferred to the US Borrower or a
Subsidiary thereof) shall (except as otherwise provided above) be sold or otherwise disposed of
free and clear of the Liens created by the Security Documents and the Administrative Agent shall
take such actions (including directing the Collateral Agent to take such actions) as are
appropriate in connection therewith.





          SECTION 7.03. Liens. Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any
property or assets of any kind (real or personal, tangible or intangible, movable or
immovable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or
sell any such property or assets subject to an understanding or agreement, contingent or
otherwise, to repurchase such property or assets (including sales of accounts receivable or
notes with recourse to Holdings or any of its Subsidiaries) or assign any right to receive
income, except for the following (collectively, the “Permitted Liens”):



          (a) inchoate Liens for Taxes not yet due and payable or Liens for Taxes, assessments or
governmental charges or levies being contested in accordance with Section 6.04;




          (b) Liens in respect of property or assets of the US Borrower or any of its Subsidiaries
imposed by law that were incurred in the ordinary course of business and that have not arisen to
secure Indebtedness for borrowed money, such as carriers’, materialmen’s, warehousemen’s and
mechanics’ Liens, statutory and common law landlord’s Liens, and other similar Liens arising in the
ordinary course of business, and that either (i) do not in the aggregate

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materially detract from the value of such property or assets or materially impair the use
thereof in the operation of the business of Holdings or any of its Subsidiaries or (ii) are being
contested in good faith by appropriate proceedings, which proceedings have the effect of preventing
the forfeiture or sale of the property or assets subject to such Lien;




          (c) Liens created by or pursuant to this Agreement and the Security Documents;




          (d) Liens in existence on the Effective Date that are listed, and the property subject thereto
described, in Schedule VII, without giving effect to any extensions or renewals thereof;




          (e) Liens arising from judgments, decrees, awards or attachments in circumstances not
constituting an Event of Default under Section 8.09; provided that the aggregate amount of
cash and property (determined on a fair market value basis) of Holdings and its Subsidiaries
deposited or delivered to secure the respective judgment or decree or subject to attachment shall
not exceed $15,000,000 at any time;




          (f) Liens (other than any Lien imposed by ERISA) (i) incurred or deposits made in the ordinary
course of business of the US Borrower and any of its Subsidiaries in connection with workers’
compensation, unemployment insurance and other types of social security, (ii) to secure the
performance by the US Borrower and any of its Subsidiaries of tenders, statutory obligations (other
than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases,
government contracts, trade contracts, performance and return of money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money) to the extent incurred in
the ordinary course of business or (iii) to secure the performance by the US Borrower and any of
its Subsidiaries of any lease of Real Property, to the extent incurred or made in the ordinary
course of business consistent with past practices and to the extent such Liens (A) consist of
deposits or (B) do not apply to any assets other than assets located at the Real Property subject
to such lease; provided that the aggregate amount of deposits at any time pursuant to
subclauses (ii) and (iii) above shall not exceed $20,000,000 in the aggregate;




          (g) (i) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary
course of business not interfering in any material respect with the business of Holdings or any of
its Subsidiaries and (ii) any interest or title of a licensor, lessor or sublessor under any lease
permitted by this Agreement;




          (h) easements, rights-of-way, restrictions, minor defects or irregularities in title,
encroachments and other similar charges or encumbrances, in each case not securing Indebtedness and
not interfering in any material respect with the ordinary conduct of the business of the US
Borrower and of its Subsidiaries taken as a whole;




          (i) Liens arising from precautionary UCC financing statements regarding operating leases;




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          (j) Liens created pursuant to Capital Leases permitted pursuant to Section 7.04(d);
provided that (i) such Liens only serve to secure the payment of Indebtedness arising under
such Capitalized Lease Obligation (and other Indebtedness permitted by Section 7.04(d) and incurred
from the same Person as such Indebtedness) and (ii) the Lien encumbering the asset giving rise to
the Capitalized Lease Obligation does not encumber any asset of Holdings or any other asset of the
US Borrower or any of its Subsidiaries (other than other assets subject to Capitalized Lease
Obligations and/or other Indebtedness incurred pursuant to Section 7.04(d), in each case owing to
the same Person as such Capitalized Lease Obligation);




          (k) Permitted Encumbrances;




          (l) Liens arising pursuant to purchase money mortgages or security interests securing
Indebtedness representing the purchase price (or financing of the purchase price within 90 days
after the respective purchase) of assets acquired after the Effective Date; provided that
(i) any such Liens attach only to the assets so purchased, upgrades thereon and, if the asset so
purchased is an upgrade, the original asset itself (and such other assets financed by the same
financing source), (ii) the Indebtedness (other than Indebtedness incurred from the same financing
source to purchase other assets and excluding Indebtedness representing obligations to pay
installation and delivery charges for the property so purchased) secured by any such Lien does not
exceed 100% of the lesser of the fair market value or the purchase price of the property being
purchased at the time of the incurrence of such Indebtedness and (iii) the Indebtedness secured
thereby is permitted to be incurred pursuant to Section 7.04(d);




          (m) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property
or assets of a Subsidiary of the US Borrower in existence at the time such Subsidiary is acquired
pursuant to a Permitted Acquisition; provided that (i) any Indebtedness that is secured by
such Liens is permitted to exist under Section 7.04(d) and (ii) such Liens are not incurred in
connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not
attach to any asset of Holdings or any other asset of the US Borrower or any of its Subsidiaries;




          (n) Liens arising out of any consignment or similar arrangements for the sale of goods entered
into by the US Borrower or any of its Subsidiaries in the ordinary course of business to the extent
such Liens do not attach to any assets other than the goods subject to such consignment or similar
arrangements;




          (o) Liens securing insurance premium financing arrangements; provided that such Liens
are limited to the applicable insurance contracts;




          (p) Liens (i) incurred in the ordinary course of business in connection with the purchase or
shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor
of the seller or shipper of such goods or assets and only attach to such goods or assets, and (ii)
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods; and




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          (q) additional Liens incurred by the US Borrower and any of its Subsidiaries, so long as the
value of the property subject to such Liens, and the Indebtedness and other obligations secured
thereby, do not exceed $7,500,000.





          SECTION 7.04. Indebtedness. Holdings will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except:



          (a) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;




          (b) Indebtedness existing on the date hereof and described on Schedule III (as reduced by any
repayments thereof before, on or after the Effective Date), without giving effect to any subsequent
extension, renewal or refinancing thereof (“Retained Existing Indebtedness”);




          (c) Swap Agreements entered into (i) to hedge or mitigate risks to which the US Borrower or
any of its Subsidiaries has actual exposure (other than those in respect of shares of capital stock
or other equity ownership interests of Holdings or any of its Subsidiaries) or (ii) in order to
effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating
rate to another floating rate or otherwise) with respect to any interest-bearing liability or
investment of Holdings, the US Borrower or any of its Subsidiaries);




          (d) (i) Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or
Indebtedness assumed by the US Borrower or any of its Wholly-Owned Subsidiaries pursuant to a
Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset
securing such Indebtedness) (the “Permitted Acquired Debt”), so long as such Indebtedness
was not incurred in connection with, or in anticipation or contemplation of, such Permitted
Acquisition and (ii) Capitalized Lease Obligations and Indebtedness of the US Borrower and any of
its Subsidiaries representing purchase money Indebtedness secured by Liens permitted pursuant to
Section 7.03(1); provided that the sum of (1) the aggregate principal amount of all
Permitted Acquired Debt at any time outstanding plus (2) the aggregate amount of
Capitalized Lease Obligations incurred pursuant to this Section 7.04(d) on and after the Effective
Date and outstanding at any time (including Indebtedness evidenced by Capitalized Lease Obligations
arising from Permitted Sale-Leaseback Transactions) plus (3) the aggregate principal amount
of all such purchase money Indebtedness incurred pursuant to this Section 7.04(d) on and after the
Effective Date and outstanding at any time, shall not exceed $40,000,000;




          (e) Indebtedness constituting Intercompany Loans to the extent permitted by Section 7.05(f);




          (f) Permitted Subordinated Refinancing Indebtedness, so long as no Default or Event of Default
is in existence at the time of any incurrence thereof and immediately after giving effect thereto;
provided that no Subsidiary of Holdings shall Guaranty any Permitted Subordinated
Refinancing Indebtedness unless such Subsidiary is a US Credit Party and such Guaranty is
subordinated to the Guaranty of such Subsidiary pursuant to the US Collateral and Guaranty
Agreement on terms no less favorable to the Lenders than the subordination provisions of the
Permitted Subordinated Refinancing Indebtedness;




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          (g) unsecured Indebtedness of the US Borrower and any other US Credit Party that is a
Subsidiary Guarantor incurred under the Senior Subordinated Notes and the other Senior Subordinated
Note Documents in an aggregate principal amount not in excess of the aggregate principal amount of
the Senior Subordinated Notes outstanding immediately after the consummation of the Debt Tender
Offer (which shall in no event exceed $3,500,000); provided that no Subsidiary of Holdings
shall Guaranty any Indebtedness or other obligations under the Senior Subordinated Notes unless
such Subsidiary is a US Credit Party and such Guaranty is subordinated to the Guaranty pursuant to
the US Collateral and Guaranty Agreement on terms no less favorable to the Lenders than the
subordination provisions of the Senior Subordinated Notes;




          (h) unsecured Indebtedness of Holdings under (i) Holdings Notes having an aggregate accreted
value of $303,100,000, plus the aggregate principal amount of any additional Holdings Notes
issued, or the additional accretion of principal on the Holdings Notes, in each case after the date
hereof in respect of regularly scheduled interest payments thereon in accordance with the terms
thereof and hereof and less the amount of any repayments of principal thereof after the
Effective Date and (ii) any Permitted Holdings Refinancing Indebtedness, so long as no Default or
Event of Default is in existence at the time of incurrence of such Permitted Holdings Refinancing
Indebtedness and immediately after giving effect thereto;




          (i) Indebtedness of the US Borrower or any of its Subsidiaries that may be deemed to exist in
connection with agreements providing for indemnification, payment of purchase price, purchase price
adjustments, earn-outs and similar obligations in connection with acquisitions or sales of assets
and/or businesses effected in accordance with the requirements of this Agreement (so long as any
such obligations are those of the Person making the respective acquisition or sale and are not
guaranteed by any other Person);




          (j) Contingent Obligations of (i) the US Borrower or any of its Subsidiaries as a guarantor of
the lessee or contracting party, as the case may be, under any lease or other contract pursuant to
which the US Borrower or any of its Wholly-Owned Subsidiaries is the lessee or contracting party so
long as such lease or other contract is otherwise permitted hereunder, and (ii) the US Borrower or
any of its Subsidiaries as a guarantor of any Capitalized Lease Obligation to which a Joint Venture
is a party or any contract entered into by such Joint Venture in the ordinary course of business,
provided that the maximum liability of the US Borrower or any such Subsidiary in respect of
any obligations as described pursuant to this clause (ii) is permitted as an Investment on such
date pursuant to the requirements of Section 7.05(o);




          (k) Indebtedness with respect to performance bonds, surety bonds, appeal bonds or customs
bonds required in the ordinary course of business or in connection with the enforcement of rights
or claims of the US Borrower or any of its Subsidiaries or in connection with judgments that do not
result in a Default or an Event of Default;




          (l) Indebtedness of the US Borrower or any of its Subsidiaries consisting of (i) the financing
of insurance premiums in the ordinary course of business or (ii) take-or-pay obligations contained
in supply arrangements entered into in the ordinary course of business and on a basis consistent
with past practice;




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          (m) additional Indebtedness of the US Borrower and any of its Subsidiaries not otherwise
permitted pursuant to this Section 7.04, so long as the aggregate principal amount of all
Indebtedness permitted by this clause (m), when added to the aggregate liquidation preference for
all Disqualified Preferred Stock issued after the Effective Date pursuant to Section 7.13(c), does
not exceed $50,000,000 at any time outstanding;




          (n) unsecured Indebtedness of the US Borrower incurred under any Additional Senior
Subordinated Notes and any Additional Senior Subordinated Note Documents (and any guaranty of such
Indebtedness by any other US Credit Party that is a Subsidiary Guarantor) in an aggregate principal
amount not to exceed $200,000,000; provided that (i) at the time of any such issuance of
Additional Senior Subordinated Notes (and after giving effect thereto), (A) no Default or Event of
Default shall have occurred and be continuing, (B) on a Pro Forma Basis (including, to the extent
any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test
Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma
Basis) after giving effect to the issuance of such Additional Senior Subordinated Notes and the
application of the proceeds therefrom (1) the US Borrower shall be in compliance with Section 7.09
and Section 7.10 of this Agreement computed as if such Additional Senior Subordinated Notes had
been outstanding during the most recently ended period of four consecutive fiscal quarters of the
US Borrower and (2) the Adjusted Total Leverage Ratio is less than or equal to 4.25 to 1.00 as of
the last day of the most recently ended four fiscal quarters of the US Borrower and (C) the US
Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses
(A) and (B) above, together with all relevant calculations related thereto, and (ii) no Subsidiary
of Holdings shall guaranty any Indebtedness or other obligations under such Additional Senior
Subordinated Notes unless such Subsidiary is a US Credit Party and such guaranty is subordinated to
the guaranty pursuant to the US Collateral and Guaranty Agreement on terms no less favorable to the
Lenders than the subordination provisions of such Additional Senior Subordinated Notes; and




          (o) unsecured Indebtedness of the US Borrower incurred under any Additional Senior
Subordinated Notes and any Additional Senior Subordinated Note Documents (and any guaranty of such
Indebtedness by any other US Credit Party that is a Subsidiary Guarantor) in an aggregate principal
amount not to exceed $325,000,000 (less the aggregate principal amount of Incremental Term Loans
made pursuant to Section 2.23); provided that (i) at the time of any such issuance of
Additional Senior Subordinated Notes (and after giving effect thereto), (A) no Default or Event of
Default shall have occurred and be continuing, (B) on a Pro Forma Basis (including, to the extent
any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test
Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma
Basis) after giving effect to the issuance of such Additional Senior Subordinated Notes and the
application of the proceeds therefrom (1) the US Borrower shall be in compliance with Section 7.09
and Section 7.10 of this Agreement computed as if such Additional Senior Subordinated Notes had
been outstanding during the most recently ended period of four consecutive fiscal quarters of the
US Borrower and (2) the Adjusted Total Leverage Ratio is less than or equal to 4.25 to 1.00 as of
the last day of the most recently ended four fiscal quarters of the US Borrower and (C) the US
Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses
(A) and (B) above, together with all relevant calculations related thereto, and (ii) promptly after
the date on which Holdings or any of its Subsidiaries receives any Net Cash Proceeds from the
issuance of any such




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Additional Senior Subordinated Notes, an amount equal to the amount of such Net Cash Proceeds
shall be applied pursuant to Section 7.12(a)(iv) to repay or repurchase Holdings Notes or Permitted
Holdings Refinancing Indebtedness; and provided further that no Subsidiary of Holdings
shall guaranty any Indebtedness or other obligations under such Additional Senior Subordinated
Notes unless such Subsidiary is a US Credit Party and such guaranty is subordinated to the guaranty
pursuant to the US Collateral and Guaranty Agreement on terms no less favorable to the Lenders than
the subordination provisions of such Additional Senior Subordinated Notes.





          SECTION 7.05. Advances; Investments; Loans. Holdings will not, and will not
permit any of its Subsidiaries to, lend money or extend credit or make advances to any Person,
or purchase or acquire any stock, obligations or securities of, or any other interest in, or
guarantee any Indebtedness or other obligations of, or make any capital contribution to, any
Person, or purchase or own a futures contract or otherwise become liable for the purchase or
sale of currency or other commodities at a future date in the nature of a futures contract, or
hold any cash or Cash Equivalents (any of the foregoing, an “Investment”), except:



          (a) the US Borrower and any of its Subsidiaries may invest in cash and Cash Equivalents;




          (b) the US Borrower and any of its Subsidiaries may acquire and hold receivables owing to it,
if created or acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms (including the dating of receivables) of the US Borrower or
such Subsidiary;




          (c) the US Borrower and any of its Subsidiaries may acquire and own investments (including
debt obligations and equity securities) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent obligations of, and other
disputes with, customers and suppliers arising in the ordinary course of business;




          (d) Swap Agreements entered into in compliance with Section 7.04(c) shall be permitted;




          (e) advances, loans and investments in existence on the Effective Date and listed on Schedule
IX shall be permitted, without giving effect to any additions thereto or replacements thereof, it
being understood that any additional Investments made with respect to such existing Investments
shall be permitted only if independently permitted under the other provisions of this Section 7.05;




          (f) the US Borrower and any of its Wholly-Owned Subsidiaries may make intercompany loans and
advances between and among one another (collectively, “Intercompany Loans”);
provided that (i) at no time shall the aggregate outstanding principal amount of all
Intercompany Loans made pursuant to this clause (f) by Credit Parties to Wholly-Owned Subsidiaries
that are not Credit Parties, when added to the aggregate amount of contributions, capitalizations
and forgiveness theretofore made pursuant to Section 7.05(n) in respect of




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Wholly-Owned Foreign Subsidiaries that are not Credit Parties, exceed $25,000,000 (determined
without regard to any write-downs or write-offs of such loans and advances), (ii) (A) the Canadian
Intercompany Loan, the UK Intercompany Loan and the Canadian LP Intercompany Loans shall be
evidenced by the Canadian Intercompany Note, the UK Intercompany Note and the Canadian LP
Intercompany Notes, respectively (which shall be pledged to the Collateral Agent (1) in the case of
the UK Intercompany Note, pursuant to the US Collateral and Guaranty Agreement and (2) in the case
of the Canadian Intercompany Note and the Canadian LP Intercompany Notes, pursuant to the
applicable Foreign Pledge Agreement or Foreign Security Agreement), and (B) the obligations of the
Canadian Borrower under the Canadian Intercompany Loan shall be Foreign Obligations guaranteed
under the Foreign Guaranty, the obligations of the UK Borrower under the UK Intercompany Loan shall
be Foreign Obligations guaranteed under the Foreign Guaranty and the obligations of Sideco under
the Canadian LP Intercompany Loans shall be Foreign Obligations guaranteed under the Foreign
Guaranty, (iii) if any such Intercompany Loan (other than the Canadian Intercompany Loan, UK
Intercompany Loan and Canadian LP Intercompany Loans) made by a Credit Party is evidenced by a
promissory note or other instrument, such promissory note or other instrument shall be an
Intercompany Note and such Intercompany Note shall be pledged to the Collateral Agent to the extent
required pursuant to the US Collateral and Guaranty Agreement or the applicable Foreign Pledge
Agreement and (iv) each Intercompany Loan made either (A) to the US Borrower or (B) by a
Wholly-Owned Foreign Subsidiary to a US Credit Party or by a Non-Credit Party to a Credit Party
shall include (or, if not evidenced by an Intercompany Note, the books and records of the
respective parties shall note that such Intercompany Loan is subject to) the subordination
provisions attached as an Annex to the form of Intercompany Note;




          (g) loans and advances by the US Borrower and any of its Subsidiaries to employees of Holdings
and any of its Subsidiaries in the ordinary course of business and for bona fide business purposes
(including travel and entertainment expenses) shall be permitted, so long as the aggregate
principal amount thereof at any time outstanding (determined without regard to any write-downs or
write-offs of such loans and advances) shall not exceed $5,000,000;




          (h) Holdings may acquire and hold obligations of one or more officers or other employees of
Holdings or any of its Subsidiaries in connection with such officers’ or employees’ acquisition of
shares of Holdings Common Stock, so long as no cash is actually advanced by Holdings or any of its
Subsidiaries to such officers or employees in connection with the acquisition of any such
obligations;




          (i) the US Borrower and any of its Wholly-Owned Subsidiaries may make Permitted Acquisitions
in accordance with the relevant requirements of Section 6.13;




          (j) Holdings and its Subsidiaries may own the capital stock of their respective Subsidiaries
created or acquired in accordance with the terms of this Agreement (so long as all amounts invested
in such Subsidiaries are independently permitted under another provision of this Section 7.05);




          (k) the US Borrower and any of its Subsidiaries may receive and hold promissory notes and
other non-cash consideration received in connection with any asset sale permitted by Section
7.02(d), (l) or (q);




125









 








          (l) the US Borrower and any of its Subsidiaries may convey, lease, license, sell or otherwise
transfer or acquire assets and properties to the extent permitted by Section 7.02(e), (f), (g), (h)
or (k);




          (m) the US Borrower and any of its Subsidiaries may make advances in the form of a prepayment
of expenses, so long as such expenses were incurred in the ordinary course of business and are
being paid in accordance with customary trade terms of the US Borrower or such Subsidiary;




          (n) the US Borrower and its Wholly-Owned Subsidiaries may make cash capital contributions to
their respective Wholly-Owned Subsidiaries, and may capitalize or forgive any Indebtedness owed to
them by a Wholly-Owned Foreign Subsidiary and outstanding under clause (f) of this Section 7.05;
provided that the aggregate amount of such contributions, capitalizations and forgiveness
on and after the Effective Date made to Wholly-Owned Foreign Subsidiaries that are not Credit
Parties, when added to the aggregate outstanding principal amount of Intercompany Loans made to
Wholly-Owned Foreign Subsidiaries that are not Credit Parties under such clause (f) (determined
without regard to any write-downs or write-offs thereof) shall not exceed an amount equal to
$25,000,000;




          (o) in addition to Investments permitted by clauses (a) through (n) and (p) of this Section
7.05, the US Borrower and any of its Subsidiaries may make additional loans, advances and other
Investments to or in a Person in an aggregate amount for all loans, advances and other Investments
made pursuant to this clause (o) (determined without regard to any write-downs or write-offs
thereof), net of cash repayments of principal in the case of loans, sale proceeds in the case of
Investments in the form of debt instruments and cash equity returns (whether as a distribution,
dividend, redemption or sale) in the case of equity investments, not to exceed $60,000,000 at any
time outstanding; and




          (p) the US Borrower and any of its Subsidiaries may guarantee any Indebtedness or other
obligations of another Person to the extent expressly permitted under clauses (a), (e), (f), (g),
(j), (n) or (o) of Section 7.04 or clause (d) of Section 7.04 to the extent such guaranty exists on
the date of the applicable Permitted Acquisition.





          SECTION 7.06. Dividends, etc. Holdings will not, and will not permit any of its
Subsidiaries to, declare or pay any dividends or return any capital to its stockholders or
authorize or make any other distribution, payment or delivery of property or cash to its
stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for consideration, any shares of any class of its capital stock, now or hereafter
outstanding (or any warrants for or options or stock appreciation rights in respect of any of
such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not
permit any of its Subsidiaries to enter into any Synthetic Purchase Agreement with respect to
or purchase or otherwise acquire for consideration any shares of any class of the capital
stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding
(or any options or warrants or stock appreciation rights issued by such Person with respect to
its capital stock), and Holdings will not permit any of the Unrestricted Subsidiaries to enter
into any Synthetic Purchase Agreement with respect to, or purchase or otherwise acquire,
directly or indirectly, for consideration, any shares of any class of capital stock of
Holdings



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(all of the foregoing, except to the extent paid by such Person to its shareholders with
the common stock of such Person, “Dividends”), except that:



          (a) any Subsidiary of the US Borrower may pay Dividends to the US Borrower or any Wholly-Owned
Subsidiary of the US Borrower; provided that any Dividends received by NSULC1 are
distributed or otherwise transferred by NSULC1 within three Business Days to NASC;




          (b) the US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings
may, redeem or purchase shares of Holdings Common Stock, Preferred Stock of Holdings or options to
purchase Holdings Common Stock or Preferred Stock of Holdings, as the case may be, in either case
held by former employees, consultants, officers or directors of Holdings or any of its Subsidiaries
following the termination of their employment or resignation from their respective positions (by
death, disability or otherwise) issued to any such employees, consultants, officers or directors;
provided that (i) the only consideration paid by Holdings in respect of such redemptions
and/or purchases shall be cash and/or forgiveness of liabilities, (ii) the sum of (A) the aggregate
amount paid by Holdings in cash in respect of all such Dividends, redemptions and/or purchases made
pursuant to this Section 7.06(b) plus (B) the aggregate amount of liabilities so forgiven,
in each case after the Effective Date, shall not exceed $10,000,000 and (iii) at the time of any
cash Dividend, payment or forgiveness of liabilities permitted to be made pursuant to this Section
7.06(b), no Default or Event of Default shall then exist or result therefrom;




          (c) so long as no Default or Event of Default exists or would result therefrom, the US
Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, pay regularly
accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 7.13(c), with
such Dividends to be paid in accordance with the terms of the respective certificate of designation
therefor;




          (d) any Subsidiary of the US Borrower that is not a Wholly-Owned Subsidiary may pay cash
Dividends to its shareholders, members or partners generally, so long as the US Borrower or its
respective Subsidiary that owns the equity interest or interests in the Subsidiary paying such
Dividends receives at least its proportionate share thereof (based upon its relative holdings of
equity interests in the Subsidiary paying such Dividends and taking into account the relative
preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of
any agreements applicable thereto);




          (e) the US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are
promptly used by Holdings to pay operating expenses incurred in the ordinary course of business
(including outside directors and professional fees, expenses and indemnities) and other similar
corporate overhead costs and expenses; provided that the aggregate amount of all cash
Dividends paid pursuant to this clause (e) shall not exceed $5,000,000 in any fiscal year of the US
Borrower;




          (f) the US Borrower may pay cash Dividends to Holdings at the times and in the amounts
necessary to enable Holdings to pay its Taxes; provided that (i) the aggregate amount of
cash Dividends paid pursuant to this clause (f) to enable Holdings to pay United States




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Federal and state income taxes at any time shall not exceed the aggregate amount of such
United States Federal and state income taxes equal to the aggregate amount of such taxes actually
owing by Holdings (determined as if Holdings were the ultimate taxpayer for its consolidated group)
at such time for the respective period and (ii) any refunds received by Holdings shall promptly be
returned by Holdings to the US Borrower;




          (g) Holdings may pay regularly accruing Dividends with respect to Qualified Preferred Stock
through the issuance of additional shares of Qualified Preferred Stock (but not in cash or other
property), in accordance with the terms of the documentation governing the same;




          (h) the US Borrower may pay cash Dividends to Holdings in an aggregate amount not to exceed
$15,000,000; provided that (i) the proceeds thereof are promptly used by Holdings to pay
customary transaction costs and expenses incurred in connection with Permitted Holdings Refinancing
Indebtedness and (ii) at the time of the payment of such Dividends and after giving effect thereto
no Default or Event of Default shall have occurred and be continuing;




          (i) the US Borrower may pay cash Dividends to Holdings in an aggregate amount not to exceed
$5,000,000; provided that (i) the proceeds thereof are promptly used by Holdings to pay
customary transaction costs and expenses incurred in connection with a Qualified Public Offering
and (ii) at the time of the payment of such Dividends and after giving effect thereto no Default or
Event of Default shall have occurred and be continuing;




          (j) the US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are
promptly used by Holdings to pay (and Holdings may use such proceeds to pay) regular quarterly cash
Dividends with respect to Holdings Common Stock; provided that (A) the aggregate amount of
such payments in each fiscal year of the US Borrower does not exceed the sum of (1) $55,000,000 and
(2) 50% of Consolidated Net Income (calculated solely for this purpose without regard to clauses
(a)(i) through a(iii) of the definition of “Consolidated Net Income”) for the immediately preceding
fiscal year, (B) at the time of the payment of such Dividends (and, if applicable, such cash
interest payments) and after giving effect thereto no Default or Event of Default shall have
occurred and be continuing, (C) on a Pro Forma Basis after giving effect to the payment of such
Dividends (and, if applicable, such cash interest payments) (1) the US Borrower is in compliance
with Section 7.09 and Section 7.10 as of the last day of the most recently ended four fiscal
quarters of the US Borrower and (2) the Adjusted Total Leverage Ratio is less than or equal to 4.25
to 1.00 as of the last day of the most recently ended four fiscal quarters of the US Borrower and
(D) prior to the payment of any such Dividend, if requested by the Administrative Agent, the
Administrative Agent shall have received a certificate, dated the date of the payment of such
Dividend and signed by the chief financial officer of the US Borrower, confirming compliance with
clauses (A), (B) and (C) above and containing the calculations necessary for demonstrating such
compliance;




          (k) the US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are
promptly used by Holdings to pay regularly scheduled cash interest payments in respect of any
Holdings Notes or Permitted Holdings Refinancing Indebtedness; provided that (A) such cash
interest payments are permitted to be made at such time pursuant to Section 6.18, (B) the aggregate
amount of such payments does not exceed the amount necessary to enable Holdings to pay such
scheduled interest payments in respect of Holdings Notes or




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Permitted Holdings Refinancing Indebtedness outstanding on such payment dates, (C) at the time
of the payment of such Dividends (and such cash interest payments) and after giving effect thereto
no Default or Event of Default shall have occurred and be continuing, (D) on a Pro Forma Basis
after giving effect to the payment of such Dividends (and such cash interest payments) (1) the US
Borrower is in compliance with Section 7.09 and Section 7.10 as of the last day of the most
recently ended four fiscal quarters of the US Borrower and (2) the Consolidated Fixed Charge
Coverage Ratio is greater than or equal to 1.25 to 1.00 as of the last day of the most recently
ended four fiscal quarters of the US Borrower and (E) prior to the payment of any such Dividend,
the Administrative Agent shall have received a certificate, dated the date of the payment of such
Dividend and signed by the chief financial officer of the US Borrower, confirming compliance with
clauses (B), (C) and (D) above and containing the calculation necessary for demonstrating such
compliance; and




          (l) the US Borrower may pay cash Dividends to Holdings using the proceeds of Incremental Term
Loans or other funds so long as the proceeds thereof are promptly used by Holdings to (i) redeem,
repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance
with Section 7.12(a)(iv) or (ii) pay the Holdings 2012 Notes at final maturity, provided
that, in the case of clause (ii), each of the conditions applicable to a repayment or repurchase of
Holdings Notes and Permitted Holdings Refinancing Indebtedness at that time pursuant to Section
7.12(a)(iv) has been satisfied (treating each reference in such Section to “repayment or
repurchase” as a reference to “payment at final maturity”).





          SECTION 7.07. Transactions with Affiliates and Unrestricted Subsidiaries.
Holdings will not, and will not permit any of its Subsidiaries to, enter into any transaction
or series of transactions with any Affiliate of Holdings or any of its Subsidiaries or any of
its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to
Holdings or such Subsidiary as would be reasonably expected to be obtainable by Holdings or
such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than
an Affiliate; provided that the following shall in any event be permitted under this
Section 7.07: (a) the Transaction; (b) (i) transactions by and among Holdings and its
Subsidiaries or (ii) transactions to the extent expressly permitted by Sections 7.02(e), (f),
(g), (h) or (k), 7.04(f), (j) or (n) or 7.06; (c) customary fees to directors of Holdings and
its Subsidiaries; (d) Holdings and its Subsidiaries may enter into employment arrangements
with respect to the procurement of services with their respective officers and employees in
the ordinary course of business; (e) the payment of consulting, management or other fees to
the US Borrower or any Subsidiary thereof that is a Credit Party by any of their respective
Subsidiaries in the ordinary course of business; (f) Holdings, its Subsidiaries and the US
Borrower may prepare and make all necessary filings with the SEC and take all other customary
actions reasonably necessary in order to consummate a Qualified Public Offering; and (g) the
payment by Holdings to unaffiliated third parties of customary transaction costs in connection
with the incurrence of Permitted Holdings Refinancing Indebtedness, the performance by
Holdings of its obligations under any customary purchase agreement entered into in connection
with an offering of Permitted Holdings Refinancing Indebtedness and the performance by
Holdings of its obligations under any customary registration rights agreement entered into in
connection with an offering of Permitted Holdings Refinancing Indebtedness pursuant to Rule
144A under the Securities Act.



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          SECTION 7.08. Designated Senior Debt. Neither Holdings nor any Borrower shall
designate any Indebtedness (other than the Loan Document Obligations) as “Designated Senior
Debt” (or any similar term) (as defined in the Senior Subordinated Note Documents or the
Holdings Notes Documents and, on and after the execution and delivery thereof, any agreement
relating to Additional Senior Subordinated Indebtedness, Permitted Subordinated Refinancing
Indebtedness or initial or successive Permitted Holdings Refinancing Indebtedness in respect
of the Holdings 2013 Notes); provided that Indebtedness under the Senior Subordinated
Notes or under any Additional Senior Subordinated Notes or Permitted Subordinated Refinancing
Indebtedness may be designated as Designated Senior Debt under the Holdings Notes Documents in
respect of the Holdings 2013 Notes and any Holdings Notes Documents in respect of initial or
successive Permitted Holdings Refinancing Indebtedness in respect of the Holdings 2013 Notes.




          SECTION 7.09. Consolidated Interest Coverage Ratio. The US Borrower will not
permit the Consolidated Interest Coverage Ratio for any Test Period ending on the last day of
any fiscal quarter of the US Borrower during any period specified below to be less
than the ratio set forth opposite such period below:



	 	 	 	 	 	 	 
	Period	 	 	 	Ratio	 
	Effective Date to December 31, 2005
	 	 	 	 	2.50:1.0	 
	January 1, 2006 to December 31, 2007
	 	 	 	 	2.75:1.0	 
	January 1, 2008 to Thereafter
	 	 	 	 	3.00:1.0	 





Notwithstanding anything to the contrary contained in this Agreement, all calculations of
compliance with this Section 7.09 shall be made on a Pro Forma Basis.





          SECTION 7.10. Adjusted Total Leverage Ratio. The US Borrower will not permit the
Adjusted Total Leverage Ratio on the last day of any fiscal quarter of the US Borrower ending
on any date during any period specified below to exceed the respective ratio set forth
opposite such period below:



	 	 	 	 	 	 	 
	Period	 	 	 	Ratio	 
	December 31, 2005 to March 31, 2008
	 	 	 	 	4.50:1.0	 
	April 1, 2008 to March 31, 2009
	 	 	 	 	4.25:1.0	 
	April 1, 2009 to March 31, 2010
	 	 	 	 	4.00:1.0	 
	April 1, 2010 to June 29, 2011
	 	 	 	 	3.75:1.0	 
	June 30, 2011 to Thereafter
	 	 	 	 	3.50:1.0	 





Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, all
calculations of compliance with this Section 7.10 shall be made on a Pro Forma Basis.





          SECTION 7.11. Capital Expenditures. (a) Holdings will not, and will not permit
any of its Subsidiaries to, make any Capital Expenditures, except that (i) during the period
from the Effective Date through and including December 31, 2006, the US Borrower and any of
its Subsidiaries may make Capital Expenditures in an aggregate amount not to



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exceed $55,000,000 and (ii) during any fiscal year set forth in the table below, the US
Borrower and any of its Subsidiaries may make Capital Expenditures, so long as the aggregate
amount of such Capital Expenditures does not exceed in any fiscal year set forth below the sum
of (A) the amount set forth opposite such fiscal year below plus (B) for each Acquired
Business acquired after the Effective Date and prior to the first day of the respective fiscal
year set forth below, 25% of the Acquired EBITDA of such Acquired Business for the trailing
twelve months of such Acquired Business immediately preceding its acquisition for which
financial statements for such Acquired Business have been made available to the US Borrower
and the Lenders plus (C) for each Acquired Business acquired during the respective
fiscal year, the amount for such Acquired Business specified in preceding clause (B)
multiplied by a percentage, the numerator of which is the number of days in the fiscal year
after the date of the respective acquisition and the denominator of which is 365 or 366, as
the case may be:



	 	 	 	 	 	 	 
	Fiscal Year Ending	 	 	 	Amount	 
	December 31, 2007
	 	 	 	$	55,000,000	 
	December 31, 2008
	 	 	 	$	60,000,000	 
	December 31, 2009
	 	 	 	$	40,000,000	 
	December 31, 2010
	 	 	 	$	40,000,000	 
	December 31, 2011
	 	 	 	$	40,000,000	 
	December 31, 2012
	 	 	 	$	40,000,000	 






          (b) Notwithstanding the foregoing, in the event that the amount of Capital Expenditures
permitted to be made by the US Borrower and any of its Subsidiaries pursuant to clause (a) above in
any fiscal year set forth in the table above (before giving effect to any increase in such
permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such
Capital Expenditures made by the US Borrower and any of its Subsidiaries during such fiscal year,
such excess (the “Rollover Amount”) may be carried forward and utilized to make Capital
Expenditures in succeeding fiscal years; provided that in no event shall the Rollover
Amount available to be utilized in any succeeding fiscal year exceed 50% of the applicable
permitted scheduled Capital Expenditure amount as set forth in clause (a) above for the fiscal year
by reference to which the Rollover Amount was determined.




          (c) Notwithstanding the foregoing, the US Borrower and any of its Subsidiaries may make
Capital Expenditures (which Capital Expenditures will not be included in any determination under
the foregoing clause (a)) with the Net Sale Proceeds of Asset Sales, to the extent such Net Sale
Proceeds do not require, or result in, a mandatory repayment of Term Loans pursuant to Section
2.12(c) and such proceeds are reinvested as required by said Section 2.12(c), or with the Net Sale
Proceeds of any sale, transfer or other disposition of assets that would constitute an Asset Sale
but for the applicability of clause (g) of the definition of the term Asset Sale.




          (d) Notwithstanding the foregoing, the US Borrower and any of its Wholly-Owned Subsidiaries
may make Capital Expenditures (which Capital Expenditures will not be included in any determination
under the foregoing clause (a)) constituting Permitted Acquisitions effected in accordance with the
requirements of Section 7.02(i).




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          SECTION 7.12. Limitation on Voluntary Payments and Modifications of Indebtedness;
Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Issuances
of Capital Stock; etc. Holdings will not, and will not permit any of its Subsidiaries to:




     (a) make or permit any Unrestricted Subsidiary to make (or give any notice in respect
of) any voluntary or optional payment or prepayment on or redemption, repurchase or
acquisition for value of (including by way of entering into any Synthetic Purchase Agreement
with respect thereto or depositing with the trustee with respect thereto or any other Person
money or securities before due for the purpose of paying when due), or any prepayment or
redemption as a result of any asset sale, excess cash flow recapture, exit event, change of
control or similar event of, any Senior Subordinated Notes, Additional Senior Subordinated
Notes, Permitted Subordinated Refinancing Indebtedness, Holdings Notes or Permitted Holdings
Refinancing Indebtedness; provided that the US Borrower may consummate the Debt
Tender Offer and, so long as no Default or Event of Default then exists or would result
therefrom, (i) any Senior Subordinated Notes, Additional Senior Subordinated Notes and
Permitted Subordinated Refinancing Indebtedness may be refinanced with Permitted
Subordinated Refinancing Indebtedness, (ii) any Holdings Notes may be refinanced with
Permitted Holdings Refinancing Indebtedness, (iii) the US Borrower may repurchase all or a
portion of the Senior Subordinated Notes, Additional Senior Subordinated Notes, Permitted
Subordinated Refinancing Indebtedness on the open market, in an aggregate Principal Amount
for all purchases made pursuant to this clause (iii) not to exceed $20,000,000, so long as,
on a Pro Forma Basis after giving effect to such repurchase, (A) the US Borrower is in
compliance with Section 7.09 and Section 7.10 and (B) the Adjusted Total Leverage Ratio is
less than or equal to 2.75:1.00, in each case on the last day of the Test Period most
recently ended prior to the consummation of the respective repurchase, (iv) Holdings may
repay or repurchase all or a portion of the Holdings Notes or the Permitted Holdings
Refinancing Indebtedness so long as, on a Pro Forma Basis after giving effect to such
repayment or repurchase, (A) the US Borrower is in compliance with Section 7.09 and Section
7.10 and (B) the Adjusted Total Leverage Ratio is less than or equal to 4.25:1.00, in each
case on the last day of the Test Period most recently ended prior to the consummation of the
respective repayment of repurchase, and (v) Holdings and the US Borrower, as applicable, may
apply the Net Cash Proceeds from one or more Qualified Public Offerings after the Effective
Date to redeem, repurchase or otherwise acquire for value Holdings Notes, Permitted Holdings
Refinancing Indebtedness, Additional Senior Subordinated Notes, Senior Subordinated Notes or
Permitted Subordinated Refinancing Indebtedness; provided that such redemption,
repurchase or other acquisition occurs within 120 days of the date of consummation of the
relevant Qualified Public Offering; provided further that, in the case of clauses
(iii) and (iv) above, the US Borrower shall have delivered to the Administrative Agent an
officer’s certificate executed by an Authorized Officer of the US Borrower certifying, to
the best of such officer’s knowledge, compliance with the requirements of such clauses and
containing the calculations necessary for demonstrating such compliance;




     (b) amend or modify, or permit the amendment or modification of, any provision of the
Holding Shareholder Subordinated Notes, the Senior Subordinated Note



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Documents, Holdings Notes Documents, the Canadian Intercompany Note, the UK
Intercompany Note or the Canadian LP Intercompany Notes, or, after the incurrence or
issuance thereof, amend or modify, or permit the amendment or modification of, any provision
of any Qualified Preferred Stock, Disqualified Preferred Stock or Permitted Debt or of any
agreement (including any purchase agreement, indenture, loan agreement, security agreement
or certificate of designation relating thereto), in each case except for any such amendment
or modification that could not reasonably be expected to be adverse to the interests of the
Lenders in any material respect; and




     (c) amend, modify or change in any way that could reasonably be expected to be adverse
to the interests of the Lenders in any material respect any Debt Tender Offer Document, its
certificate or articles of incorporation (including by the filing or modification of any
certificate of designation other than any certificates of designation relating to Qualified
Preferred Stock or Disqualified Preferred Stock issued as permitted herein), by-laws,
certificate of partnership, partnership agreement, certificate of limited liability company,
limited liability company agreement or any agreement entered into by it with respect to its
capital stock or other equity interest (including any shareholders’ or similar agreement),
or enter into any new agreement with respect to its capital stock or other equity interest
that could reasonably be expected to be adverse in any material respect to the interests of
the Lenders; provided that the foregoing clause shall not restrict the ability of
Holdings and its Subsidiaries to amend their respective certificates of incorporation to
authorize the issuance of capital stock otherwise permitted to be issued pursuant to the
terms of this Agreement.




          SECTION 7.13. Limitation on Issuance of Capital Stock. (a) Holdings will not,
and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock (other than
Preferred Stock issued pursuant to clause (c), (d) or (e) below) or any options, warrants or
rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case,
the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in
their sole discretion.



          (b) Holdings will not permit any of its Subsidiaries to issue any capital stock (including by
way of sales of treasury stock) or any options or warrants to purchase, or securities convertible
into, capital stock, except (i) for transfers and replacements of then outstanding shares of
capital stock, (ii) for stock splits, stock dividends and additional issuances that do not decrease
the percentage ownership of Holdings or any of its Subsidiaries in any class of the capital stock
of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, (iv)
that Subsidiaries formed after the Effective Date pursuant to Section 7.15 may issue capital stock
in accordance with the requirements of Section 7.15 and (v) that Subsidiaries may issue common
stock to the US Borrower and its Subsidiaries in connection with any transaction permitted by
Section 7.05(n). All capital stock issued in accordance with this Section 7.13(b) shall, to the
extent owned by any Credit Party and required by the US Collateral and Guaranty Agreement or a
Foreign Pledge Agreement, be delivered to the Collateral Agent for pledge pursuant to such US
Collateral and Guaranty Agreement or Foreign Pledge Agreement.




          (c) Holdings may issue Disqualified Preferred Stock so long as (i) no Default or Event of
Default then exists or would exist immediately after giving effect to the respective


133









 







issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock
issued after the Effective Date pursuant to this Section 7.13(c) shall not exceed, when combined
with the aggregate principal amount of all then outstanding Indebtedness permitted by Section
7.04(m), $50,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross
cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as
consideration for a Permitted Acquisition, the fair market value thereof (as determined in good
faith by Holdings) of the assets received therefor) shall not be less than the liquidation
preference thereof at the time of issuance and (iv) the US Borrower shall furnish to the
Administrative Agent a certificate by an Authorized Officer of the US Borrower certifying to the
best of such officer’s knowledge as to compliance with the requirements of this Section 7.13(c).




          (d) Holdings may issue Qualified Preferred Stock.





          SECTION 7.14. Limitation on Certain Restrictions on Subsidiaries. Holdings will
not, and will not permit any of its Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or restriction on the
ability of (a) Holdings or any of its Subsidiaries to create, incur or permit to exist any
Lien upon any of its property or assets or (b) any such Subsidiary to (i) pay dividends or
make any other distributions on its capital stock or any other interest or participation in
its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to
Holdings or a Subsidiary of Holdings, (ii) make loans or advances to Holdings or any
Subsidiary of Holdings or (iii) transfer any of its properties or assets to Holdings or any of
its Subsidiaries except, in each case, for such encumbrances or restrictions existing under or
by reason of (A) applicable law, (B) this Agreement and the other Credit Documents, (C) the
arrangements in effect on the date hereof identified on Schedule 7.14 (or to any extension or
renewal of, or any amendment, modification or replacement not expanding the scope of, any such
encumbrance or restriction), (D) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of Holdings or a Subsidiary of Holdings entered into
in the ordinary course of business and consistent with past practices, (E) customary
provisions restricting assignment of any contract entered into by Holdings or any Subsidiary
of Holdings in the ordinary course of business, (F) any agreement or instrument governing
Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or
the properties or assets of any Person, other than the Person or the properties or assets of
the Person acquired pursuant to the respective Permitted Acquisition and so long as the
respective encumbrances or restrictions were not created (or made more restrictive) in
connection with or in anticipation of the respective Permitted Acquisition, (G) customary
provisions restricting the assignment of licensing agreements, management agreements or
franchise agreements entered into by Holdings or any of its Subsidiaries in the ordinary
course of business, (H) restrictions applicable to any Joint Venture that is a Subsidiary
existing at the time of the acquisition thereof as a result of an Investment pursuant to
Section 7.05 or a Permitted Acquisition effected in accordance with Section 6.13,
provided that the restrictions applicable to such respective Joint Venture are not
made worse, or more burdensome, from the perspective of Holdings and its Subsidiaries, than
those as in effect immediately before giving effect to the consummation of the respective
Investment or Permitted Acquisition, (I) any restriction or encumbrance with respect to a
Subsidiary imposed pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the capital stock or assets of such



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Subsidiary, so long as such sale or disposition of all or substantially all of the
capital stock or assets of such Subsidiary is permitted under this Agreement, (J) restrictions
on the transfer of any asset pending the close of the sale of such asset so long as such sale
is permitted under this Agreement, (K) the documentation governing Permitted Debt (other than
Permitted Acquired Debt) so long as such restrictions are not materially more restrictive than
those contained in the Senior Subordinated Note Documents (prior to giving effect to the
consummation of the Debt Tender Offer), (L) restrictions on the transfer of assets securing
purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder,
(M) customary net worth provisions contained in Real Property leases entered into by
Subsidiaries of the US Borrower so long as the US Borrower has determined in good faith that
such net worth provisions could not reasonably be expected to impair the ability of the US
Borrower and its Subsidiaries to meet their ongoing obligations (including those under this
Agreement), (N) the Holdings Notes Documents and (O) any agreement relating to secured
Indebtedness permitted by this Agreement if such encumbrances or restrictions apply only to
the property or assets securing such Indebtedness.




          SECTION 7.15. Limitation on the Creation of Subsidiaries, Joint Ventures and
Unrestricted Subsidiaries. (a) Notwithstanding anything to the contrary contained in
this Agreement, Holdings will not, and will not permit any of its Subsidiaries to, establish,
create or acquire after the Effective Date any Subsidiary or Unrestricted Subsidiary (other
than Joint Ventures permitted to be established in accordance with the requirements of Section
7.05(o)); provided that (i) the US Borrower, any of its Wholly-Owned Subsidiaries and
any Unrestricted Subsidiary shall be permitted to establish, create or acquire an Unrestricted
Subsidiary, so long as (A) if an Unrestricted Subsidiary is established, created or acquired
by a Credit Party, the capital stock or other equity interests of such new Unrestricted
Subsidiary that is owned by such Credit Party shall be pledged as, and to the extent, required
pursuant to the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the
certificates (if any) representing such stock or other equity interests, together with
appropriate powers duly executed in blank, shall be delivered to the Collateral Agent, and (B)
all Investments by the US Borrower and its Subsidiaries in, or to acquire, any Unrestricted
Subsidiary (including as a result of the designation thereof as provided in the definition of
Unrestricted Subsidiary) are permitted pursuant to Section 7.05(o), (ii) the US Borrower and
its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned
Subsidiaries so long as, in each case, (A) at least 10 days’ (or such shorter period of time
as is acceptable to the Administrative Agent) prior written notice thereof is given to the
Administrative Agent, (B) the capital stock or other equity interests of such new Subsidiary
are promptly pledged pursuant to, and to the extent required by, this Agreement and the US
Collateral and Guaranty Agreement or a Foreign Pledge Agreement and the certificates, if any,
representing such stock or other equity interests, together with stock or other appropriate
powers duly executed in blank, are delivered to the Collateral Agent, (C) in the case of a
Domestic Subsidiary, such new Domestic Subsidiary promptly executes a counterpart of the US
Collateral and Guaranty Agreement, (D) in the case of any Foreign Subsidiary, such new Foreign
Subsidiary promptly executes a counterpart of the Foreign Guaranty and, to the extent required
by Section 6.11(a), the applicable Security Documents and (E) such new Subsidiary takes all
actions required pursuant to Section 6.11 and (iii) Subsidiaries may be acquired pursuant to
Permitted Acquisitions so long as, in each



135









 






such case, (A) with respect to each Domestic Subsidiary and each Wholly-Owned Foreign
Subsidiary acquired pursuant to a Permitted Acquisition, the actions specified in the
preceding clause (ii), shall be taken and (B) with respect to each Subsidiary that is acquired
pursuant to a Permitted Acquisition, all capital stock or other equity interests thereof owned
by any Credit Party shall be pledged pursuant to the US Collateral and Guaranty Agreement (in
the case of a Foreign Subsidiary, to the extent required thereby) or a Foreign Pledge
Agreement. In addition, each new Subsidiary that is required to execute any Credit Document
shall execute and deliver, or cause to be executed and delivered, all other relevant
documentation of the type described in Article V as such new Subsidiary would have had to
deliver if such new Subsidiary were a Credit Party on the Effective Date.



          (b) Holdings will not, nor will Holdings permit any of its Subsidiaries to, enter into any
Joint Venture, except to the extent permitted by Section 7.05(o).




ARTICLE VIII




Events of Default



Upon the occurrence of any of the following specified events (each, an “Event of Default”):





          SECTION 8.01. Payments. Any Borrower shall (a) default in the payment when due
of any principal of the Loans or the face amount of any B/A or (b) default, and such default
shall continue for three or more Business Days, in the payment when due of any LC Disbursement
(or any interest thereon), any interest on the Loans or any fees or any other amounts owing
hereunder or under any other Credit Document; or




          SECTION 8.02. Representations, etc. Any representation, warranty or statement
made or deemed made by any Credit Party herein or in any other Credit Document or in any
statement or certificate delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made; or




          SECTION 8.03. Covenants. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in Section
6.01(f)(i), 6.10, 6.12, 6.13, 6.17, 6.18 or Article VII, or (b) default in the due performance
or observance by it of any term, covenant or agreement (other than those referred to in
Section 8.01, 8.02 or clause (a) of this Section 8.03) contained in this Agreement and such
default shall continue unremedied for a period of at least 30 days after notice to the
defaulting party by the Administrative Agent or the Required Lenders; or




          SECTION 8.04. Default Under Other Agreements. (a) Holdings or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the
Loan Document Obligations) beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created or (ii) default in the observance or
performance of any agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or condition is to cause,
or to permit the holder or holders of such Indebtedness (or a trustee or



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agent on behalf of such holder or holders) to cause (determined without regard to whether
any notice is required), any such Indebtedness to become due prior to its stated maturity; or
(b) any Indebtedness (other than the Loan Document Obligations) of Holdings or any of its
Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other
than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such
required prepayment or mandatory prepayment results from a default thereunder or an event of
the type that constitutes an Event of Default), prior to the stated maturity thereof;
provided that it shall not constitute an Event of Default pursuant to clause (a) or
(b) of this Section 8.04 unless the principal amount of any one issue of such Indebtedness, or
the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above,
exceeds $15,000,000 at any one time; or




          SECTION 8.05. Bankruptcy, etc. Holdings or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States Code entitled
“Bankruptcy”, as now or hereafter in effect, or any successor thereto (the “Bankruptcy
Code”) or under any similar law of any jurisdiction; or an involuntary case is commenced
against Holdings or any of its Subsidiaries and the petition is not controverted within 20
days, or is not dismissed within 60 days, after commencement of the case; or a receiver or
custodian (as defined in the Bankruptcy Code or in any similar law of any jurisdiction) is
appointed for, or takes charge of, all or substantially all of the property of Holdings or any
of its Subsidiaries; or Holdings or any of its Subsidiaries commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to Holdings or any of its Subsidiaries; or there is commenced against Holdings
or any of its Subsidiaries any such proceeding that remains undismissed for a period of 60
days; or Holdings or any of its Subsidiaries is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered; or Holdings
or any of its Subsidiaries suffers any appointment of any receiver, custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed for a period
of 60 days; or Holdings or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any Company action is taken by Holdings or any of its Subsidiaries for the
purpose of effecting any of the foregoing; or




          SECTION 8.06. Pension Matters. (a)(i) Any Plan shall fail to satisfy the
minimum funding standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization
period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, (ii)
a Reportable Event shall have occurred, (iii) any Plan that is subject to Title IV of ERISA
is, shall have been or is likely to be terminated or to be the subject of termination
proceedings under ERISA, (iv) any Plan shall have an Unfunded Current Liability, (v) a
contribution required to be made by Holdings or any Subsidiary of Holdings with respect to a
Plan, a Multiemployer Plan or a Foreign Pension Plan has not been timely made, (vi) Holdings
or any Subsidiary of Holdings or any ERISA Affiliate has incurred or is likely to incur any
liability to or on account of a Multiemployer Plan or (vii) Holdings or any Subsidiary of
Holdings has incurred or is likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired
employees or other former employees (other than as required by Section



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601 of ERISA) or pursuant to any Plan or Foreign Pension Plan; (b) there shall result
from the event or events set forth in this Section 8.06 the imposition of a lien, the granting
of a security interest, or a liability; and (c) such lien, security interest or liability,
individually and/or in the aggregate, in the opinion of the Required Lenders, has had, or
could reasonably be expected to have, a Material Adverse Effect; or




          SECTION 8.07. Security Documents. (a) Any Security Document shall cease to be,
or shall be asserted by any Credit Party or any Person acting on behalf of any Credit Party
not to be, in full force and effect, or shall cease to give, or shall be asserted by any
Credit Party or any Person acting on behalf of any Credit Party not to give, the Collateral
Agent the Liens, rights, powers and privileges purported to be created thereby in favor of the
Collateral Agent, superior to and prior to the rights of all third Persons (except as
permitted by Section 7.03), and subject to no other Liens (except as permitted by Section
7.03), or (b) any Credit Party shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to any such Security
Document and such default shall continue beyond any cure or grace period specifically
applicable thereto pursuant to the terms of any such Security Document; or




          SECTION 8.08. Guaranties. Any Guaranty or any provision thereof shall cease to
be in full force and effect, or any Guarantor or any Person acting by or on behalf of such
Guarantor shall deny or disaffirm such Guarantor’s obligations under the relevant Guaranty or
any Guarantor shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to any Guaranty; or




          SECTION 8.09. Judgments. One or more judgments or decrees shall be entered
against Holdings or any of its Subsidiaries involving a liability (to the extent not either
paid or covered by insurance) in excess of $15,000,000 for all such judgments and decrees and
all such judgments or decrees shall not have been vacated, discharged or stayed or bonded
pending appeal within 60 days from the entry thereof; or




          SECTION 8.10. Ownership. A Change of Control Event shall have occurred; or




          SECTION 8.11. Remedies Blockage. Any holder of any Holdings Notes or Permitted
Holdings Refinancing Indebtedness shall take any action to cause such Indebtedness or any
other obligations in respect thereof to become due and payable, institute any legal
proceedings (including any involuntary bankruptcy proceeding) against Holdings or otherwise to
enforce or collect upon such Indebtedness or any other obligations in respect thereof or take
any other action to enforce such holder’s remedies with respect thereto;


then, and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by
written notice to the Borrowers, take any or all of the following actions, without prejudice to the
rights of the Administrative Agent or any Lender to enforce its claims against any Guarantor or any
Borrower except as otherwise specifically provided for in this Agreement (provided that if
an Event of Default specified in Section 8.05 shall occur with respect to any Borrower, the result


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that would occur upon the giving of written notice by the Administrative Agent as specified in
clauses (a), (b) and (c) below shall occur automatically without the giving of any such notice):
(a) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall
forthwith terminate immediately and any Commitment Fees shall forthwith become due and payable
without any other notice of any kind; (b) declare the principal of and any accrued interest in
respect of all Loans, B/As then outstanding and all other Loan Document Obligations owing hereunder
(including LC Disbursements) to be, whereupon the same shall become, forthwith due and payable by
the Borrowers without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Credit Party; (c) enforce, as Collateral Agent (or direct the Collateral
Agent to enforce), any or all of the Liens and security interests created pursuant to the Security
Documents; (d) terminate any Letter of Credit that may be terminated in accordance with its terms;
(e) direct the US Borrower to pay (and the US Borrower hereby agrees upon receipt of such notice,
or upon the occurrence of any Event of Default specified in Section 8.05, to pay) to the Collateral
Agent at the applicable Notice/Payment Office such additional amounts of cash, to be held as
security for the US Borrower’s reimbursement obligations in respect of Letters of Credit then
outstanding, equal to the aggregate Stated Amount of all Letters of Credit then outstanding; and
(f) apply any cash collateral as provided in Section 2.12.




ARTICLE IX




Administrative Agent





          SECTION 9.01. Appointment. Each Lender and the Letter of Credit Issuer hereby
irrevocably designates and appoints JPMCB as Administrative Agent (for purposes of this
Article IX, the term “Administrative Agent” shall mean JPMCB in its capacity as Administrative
Agent hereunder and in its capacity as Collateral Agent pursuant to the Security Documents),
Calyon New York Branch as Syndication Agent, Bank of America, N.A. as Co-Documentation Agent
and The Bank of Nova Scotia as Co-Documentation Agent, J.P. Morgan Securities Inc. as Co-Lead
Arranger and Joint Bookrunner and Goldman Sachs Credit Partners L.P. as Co-Lead Arranger and
Joint Bookrunner, in each case to act as specified herein and in the other Credit Documents,
and each such Lender hereby irrevocably authorizes the Administrative Agent to take such
action on its behalf under the provisions of this Agreement and the other Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Credit Documents, together
with, in the case of the Administrative Agent and the Collateral Agent, such other powers as
are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the
express conditions contained in this Article IX. Notwithstanding any provision to the
contrary elsewhere in this Agreement or in any other Credit Document, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth herein or in
the other Credit Documents, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into
this Agreement or otherwise exist against the Administrative Agent. The provisions of this
Article IX are solely for the benefit of the Administrative Agent and the Lenders, and neither
Holdings nor any of its Subsidiaries shall have any rights as a third party beneficiary of any
of the provisions hereof. In performing its functions and duties under this



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Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation or relationship of agency or
trust with or for Holdings or any of its Subsidiaries. Notwithstanding anything herein to the
contrary, neither of the Co-Lead Arrangers and Joint Bookrunners nor (in their capacities as
such) Agents listed on the cover page hereof shall have any powers, duties or responsibilities
under any Credit Document.




          SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Credit Document by or through agents, sub-agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and
all its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such sub-agent or
attorney-in-fact and to the Related Parties of the Administrative Agent and any such sub-agent
or attorney-in-fact, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as the
Administrative Agent.




          SECTION 9.03. Exculpatory Provisions. Neither the Administrative Agent nor any
of its affiliates or any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted
to be taken by it or such person in its capacity as Administrative Agent under or in
connection with this Agreement or the other Credit Documents (except for its own gross
negligence or willful misconduct as determined by a court of competent jurisdiction in a final
and non-appealable decision) or (b) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by Holdings, any of its Subsidiaries
or any of their respective officers contained in this Agreement or the other Credit Documents,
any other Document or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Document or for any failure of Holdings, any of its Subsidiaries or any
of their respective officers to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or the other Documents, or to inspect the properties, books or
records of Holdings or any of its Subsidiaries. The Administrative Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity, enforceability,
collectability or sufficiency of this Agreement or any other Document or for any
representations, warranties, recitals or statements made herein or therein or made in any
written or oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith furnished or made by
the Administrative Agent to the Lenders or by or on behalf of Holdings or any of its
Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire
as to the performance or observance of any of the terms, conditions, provisions, covenants or
agreements contained herein or therein or as to the use of the proceeds of the Loans or of the
existence or possible existence of any Default or Event of Default.



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          SECTION 9.04. Reliance by the Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile,
telex or teletype message, statement, order or other document or conversation (including any
electronic message, internet or intranet website posting or other distribution) reasonably
believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including counsel to
Holdings or any of its Subsidiaries), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Credit Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Credit Documents in accordance with
a request of the Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.




          SECTION 9.05. Notice of Default. The Administrative Agent shall be deemed not to
have knowledge or notice of the occurrence of any Default or Event of Default until the
Administrative Agent has actually received notice from a Lender or a Borrower referring to
this Agreement, describing such Default or Event of Default and stating that such notice is a
“notice of default”. In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or Event of Default
as shall be reasonably directed by the Required Lenders; provided that, unless and
until the Administrative Agent shall have received such directions, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the best interests
of the Lenders.




          SECTION 9.06. Nonreliance on the Administrative Agent and Other Lenders. Each
Lender and the Letter of Credit Issuer expressly acknowledges that none of the Administrative
Agent and any of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any
of its Subsidiaries, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that
it has, independently and without reliance upon the Administrative Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, assets, operations, property, financial and
other condition, prospects and creditworthiness of Holdings and its Subsidiaries and made its
own decision to make its Loans hereunder and enter into this Agreement. Each Lender and the
Letter of Credit Issuer also represents that it will, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not



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taking action under this Agreement, and to make such investigation as it deems necessary
to inform itself as to the business, assets, operations, property, financial and other
condition, prospects and creditworthiness of Holdings and its Subsidiaries. The
Administrative Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, assets, property, financial
and other condition, prospects or creditworthiness of Holdings or any of its Subsidiaries that
may come into the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates in any capacity.




          SECTION 9.07. Indemnification. The Lenders agree to indemnify the Administrative
Agent in its capacity as such ratably according to their respective “percentages” as used in
determining the Required Lenders at such time or, if the Commitments have terminated and all
Loans have been repaid in full, as determined immediately prior to such termination and
repayment (with such “percentages” to be determined as if there are no Defaulting Lenders),
from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may
at any time (including at any time following the payment of the Loan Document Obligations) be
imposed on, incurred by or asserted against the Administrative Agent in its capacity as such
in any way relating to or arising out of this Agreement or any other Credit Document, or any
documents contemplated by or referred to herein or the transactions contemplated hereby or any
action taken or omitted to be taken by the Administrative Agent under or in connection with
any of the foregoing, but only to the extent that any of the foregoing is not paid by Holdings
or any of its Subsidiaries; provided that no Lender shall be liable to the
Administrative Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
primarily from the gross negligence or willful misconduct of the Administrative Agent (as
determined by a court of competent jurisdiction in a final and non-appealable decision). If
any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of
the Administrative Agent, be insufficient or become impaired, the Administrative Agent may
call for additional indemnity and cease, or not commence, to do the acts indemnified against
until such additional indemnity is furnished. The agreements in this Section 9.07 shall
survive the payment of all Loan Document Obligations.




          SECTION 9.08. Administrative Agent in its Individual Capacity. The
Administrative Agent and its respective affiliates may make loans to, accept deposits from and
generally engage in any kind of business with Holdings and its Subsidiaries as though the
Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans
made by it and all Loan Document Obligations owing to it, the Administrative Agent shall have
the same rights and powers under this Agreement as any Lender and may exercise the same as
though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall
include the Administrative Agent in its individual capacity.




          SECTION 9.09. Holders. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes hereof unless and until a written notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been filed with
the Administrative Agent. Any request, authority or consent of any Person



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or entity who, at the time of making such request or giving such authority or consent, is
the holder of any Note shall be conclusive and binding on any subsequent holder, transferee,
assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.




          SECTION 9.10. Resignation of the Administrative Agent. (a) The Administrative
Agent may resign from the performance of all its functions and duties hereunder and/or under
the other Credit Documents at any time by giving written notice to Holdings and the Lenders.
Such resignation shall take effect upon the appointment of a successor Administrative Agent
pursuant to clauses (b) and (c) below or as otherwise provided below.



          (b) Upon any such notice of resignation, the Required Lenders shall appoint a successor
Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company
reasonably acceptable to Holdings.




          (c) If a successor Administrative Agent shall not have been so appointed within 30 Business
Days after the acting Administrative Agent gives notice of its resignation, the Administrative
Agent, with the consent of Holdings (which consent shall not be unreasonably withheld), shall then
appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or
thereunder until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided above.




          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c)
above by the 30th Business Day after the date such notice of resignation was given by
the Administrative Agent, the Administrative Agent’s resignation shall become effective and the
Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder
and/or under any other Credit Document until such time, if any, as the Lenders appoint a successor
Administrative Agent as provided above.




          (e) After the Administrative Agent’s resignation hereunder, the provisions of this Article and
Section 10.12 shall continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.





          SECTION 9.11. Power of Attorney. Each of the Administrative Agent and the
Collateral Agent is hereby expressly authorized (with the right of sub-delegation) by and on
behalf of each Lender to enter into any Security Document required to be executed and
delivered pursuant to this Agreement or the other Credit Documents in order to secure the
obligations of the Borrowers and Guarantors hereunder and thereunder. Each of the
Administrative Agent and the Collateral Agent shall be entitled to all declarations, and may
appoint any attorney-in-fact to act on its behalf, as it considers necessary or useful in
connection with the entering into of such Security Documents. The Administrative Agent and
the Collateral Agent shall further be entitled to rescind, amend and/or execute new and
different versions of the aforementioned Security Documents in accordance with the terms of
this Agreement. Each Lender hereby grants to each of the Administrative Agent and the



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Collateral Agent an irrevocable power of attorney, in such Lender’s name, to take the
actions contemplated above in this Section 9.11.




          SECTION 9.12. Trustee Provisions. (a) The Collateral Agent shall hold the
security constituted by the Foreign Security Agreements, Foreign Pledge Agreements, and
Foreign Mortgages, in each case executed by, or in respect of the equity interests in, a
Subsidiary organized under the laws of England and Wales in the United Kingdom (each an
“English Security Document”) as agent and trustee for each of the Lenders in
accordance with their terms. The Collateral Agent shall not be liable for any failure,
omission, or defect in registering, protecting or perfecting the security constituted by any
English Security Document or any security created thereby.



          (b) The Collateral Agent has no obligation to enquire into or check the title which any Credit
Party may have to any property over which security is intended to be created by any English
Security Document or to insure any such property.




          (c) The Collateral Agent is not under any obligation to hold any title deeds, English Security
Documents or any other documents in connection with the property charged by any Security Document
or any other such security in its own possession or to take any steps to protect or preserve the
same. The Collateral Agent may permit the relevant Credit Party, any bank providing safe custody
services or any professional adviser of the Collateral Agent to retain all such title deeds,
English Security Documents and other documents in its possession.




          (d) All amounts received by the Collateral Agent under the English Security Documents may be
(i) invested in any investment for the time being authorized by English law for the investment by
trustees of trust money or in any other investments which may be selected by the Collateral Agent
with the consent of the Required Lenders; or (ii) placed on deposit at such bank or institution
(including the Administrative Agent or Lender) and upon such terms as the Collateral Agent may
think fit. Any and all such monies and all interest thereon shall be paid over to the Collateral
Agent forthwith upon demand by the Collateral Agent.




          (e) Each Lender confirms its approval of the English Security Documents and authorizes and
directs the Collateral Agent (by itself or by such person(s) as it may nominate) to execute and
enforce the same as trustee (or agent) or as otherwise provided (and whether or not expressly in
the Lenders’ names) on its behalf.




ARTICLE X




Miscellaneous





          SECTION 10.01. Payment of Expenses, etc. The Borrowers jointly and severally
agree to: (a) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent
and the Collateral Agent (including the reasonable fees and disbursements of Cravath, Swaine &
Moore LLP and no more than one local and one foreign counsel to the Administrative Agent and
the Collateral Agent in each applicable jurisdiction) in connection with the negotiation,
preparation, execution and delivery of the Credit Documents and the documents and instruments
referred to therein and any



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amendment, waiver or consent relating thereto and in connection with the Administrative
Agent’s syndication efforts with respect to this Agreement; (b) pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, each
Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the
Credit Documents and the documents and instruments referred to therein and, after an Event of
Default shall have occurred and be continuing, the protection of the rights of the
Administrative Agent, the Collateral Agent, each Letter of Credit Issuer and each of the
Lenders thereunder (including the reasonable fees and disbursements of one counsel plus no
more than one local and one foreign counsel in each applicable jurisdiction, and consultants
for the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the
Lenders); (c) pay and hold each of the Lenders harmless from and against any and all present
and future stamp and other similar taxes with respect to the foregoing matters and save each
of the Lenders harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such Lender) to pay such
taxes; and (d) indemnify the Administrative Agent, the Collateral Agent, each Letter of Credit
Issuer and each Lender and their affiliates and each of their respective officers, directors,
employees, representatives, trustees, affiliates and agents from and hold each of them
harmless against any and all losses, liabilities, claims, damages or expenses incurred by any
of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any
investigation, litigation or other proceeding (whether or not the Administrative Agent, the
Collateral Agent, any Letter of Credit Issuer or any Lender is a party thereto and whether or
not any such investigation, litigation or other proceeding is between or among the
Administrative Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any
Credit Party or any third Person or otherwise) related to the entering into and/or performance
of this Agreement or any other Document or the use of the proceeds of any Loans or B/As
hereunder or any drawing on any Letter of Credit or the Transaction or the consummation of any
other transactions contemplated in any Document (but excluding any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified (as determined by a court of competent
jurisdiction in a final and non-appealable decision)), or (ii) the actual or alleged presence
or Release of Hazardous Materials on, at or from any real property currently or formerly owned
or operated by Holdings or its Subsidiaries or any Environmental Claim, in each case,
including the reasonable fees and disbursements of counsel and independent consultants
incurred in connection with any such investigation, litigation or other proceeding. To the
extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any
Lender set forth in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrowers jointly and severally shall make the maximum contribution
to the payment and satisfaction of each of the indemnified liabilities that is permissible
under applicable law.




          SECTION 10.02. Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any such rights,
upon the occurrence of an Event of Default, the Administrative Agent, the Collateral Agent,
each Letter of Credit Issuer and each Lender are hereby authorized at any time or from time to
time, without presentment, demand, protest or other notice of any kind to any Credit



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Party or to any other Person, any such notice being hereby expressly waived, to set off
and to appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by the Administrative Agent, the Collateral Agent, such
Letter of Credit Issuer or such Lender (including by branches and agencies of the
Administrative Agent, the Collateral Agent, such Letter of Credit Issuer and such Lender
wherever located) to or for the credit or the account of any Credit Party against and on
account of the Loan Document Obligations of any Credit Party to the Administrative Agent, the
Collateral Agent, such Letter of Credit Issuer or such Lender under this Agreement or under
any of the other Credit Documents, including all interests in Loan Document Obligations of any
Credit Party purchased by such Lender pursuant to Section 2.19(c), and all other claims of any
nature or description arising out of or connected with this Agreement or any other Credit
Document, irrespective of whether or not the Administrative Agent, the Collateral Agent, such
Letter of Credit Issuer or such Lender shall have made any demand hereunder and although said
Loan Document Obligations shall be contingent or unmatured.




          SECTION 10.03. Notices; Authorized Representative. (a) Except as otherwise
expressly provided herein, all notices and other communications provided for hereunder shall
be in writing (including facsimile communication) and mailed, faxed or delivered by overnight
courier, if to any Credit Party, at the address specified in Schedule 10.03 or in the other
relevant Credit Documents, as the case may be; if to the Administrative Agent or any Letter of
Credit Issuer, at such Person’s applicable Notice/Payment Office; if to any Lender, at its
address specified for such Lender on such Lender’s Administrative Questionnaire; or at such
other address for any party as shall be designated by such party in a written notice to the
other parties hereto. All such notices and communications shall be effective when received.
References herein to the taking of any action hereunder of an administrative nature by any
Borrower shall be deemed to include references to the US Borrower’s taking such action on such
Borrower’s behalf and the Administrative Agent is expressly authorized to accept any such
action taken by the US Borrower as having the same effect as if taken by such Borrower.
Notwithstanding anything to the contrary contained in this Agreement, notices, requests,
demands and other communications made to Lenders in their capacity as such may be made by
electronic transmission.



          (b) For greater certainty, and without limiting the powers of the Administrative Agent or
Collateral Agent, or any other Person acting as an agent for the Administrative Agent or the
Collateral Agent pursuant to any Credit Document, hereunder or under any of the other Credit
Documents, each of Holdings and the Borrowers hereby acknowledges that the Administrative Agent
shall, for purposes of holding any security granted by any of Holdings or any Subsidiary of
Holdings on property pursuant to the laws of the Province of Quebec to secure obligations of
Holdings or such Subsidiary of Holdings under any debenture, be the holder of an irrevocable power
of attorney (fondè de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and
future Secured Parties and in particular for all present and future holders of any such debenture.
The Lenders hereby irrevocably constitute, to the extent necessary, the Administrative Agent as the
holder of an irrevocable power of attorney (fondè de pouvoir) (within the meaning of Article 2692
of the Civil Code of Quebec) in order to hold security granted by any of Holdings or any Subsidiary
of Holdings in the Province of Quebec to secure the obligations of any of Holdings or any
Subsidiary of Holdings under any debenture, which is hereby ratified and confirmed by and on behalf
of all

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Secured Parties. Each assignee of the Administrative Agent or a Lender shall be deemed to
have confirmed and ratified the constitution of the Administrative Agent as the holder of such
irrevocable power of attorney (fondè de pouvoir) by execution of an Assignment and Assumption
Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers
of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any debenture.
Each of Holdings and the Borrowers hereby acknowledges that such debenture constitutes a title of
indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding
the foregoing, nothing contained herein is intended to revoke the provisions of Section 10.03(b) of
the Existing Credit Agreement with respect to the role of the Canadian Agent as described therein.





          SECTION 10.04. Benefit of Agreement. (a) The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that
issues any Letter of Credit), except that (i) no Credit Party may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by any Credit Party without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of the Letter of
Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Letter of Credit Issuer and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.



          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans at the time owing to it and the
outstanding B/As accepted and purchased by it) with the prior written consent (such consent not to
be unreasonably withheld or delayed) of (A) the US Borrower, provided that no consent of
the US Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an
Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any
other assignee, (B) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a
Lender, an Affiliate of a Lender or an Approved Fund and (C) the Letter of Credit Issuer,
provided that no consent of the Letter of Credit Issuer shall be required for an assignment
of all or any portion of a Term Loan or Term Commitment.





	 	(ii)	 	Assignments shall be subject to the following additional
conditions: (A) except in the case of an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans and B/As of any Tranche, the
amount of the Commitment or Loans and B/As of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Assumption
Agreement with respect to such assignment is delivered




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	 	 	 	to the Administrative Agent) shall not be less than $5,000,000 or, in the
case of a Term Loan, $1,000,000, unless the US Borrower and the
Administrative Agent otherwise consent (such consent not to be unreasonably
withheld or delayed), provided that no such consent of the US
Borrower shall be required if an Event of Default has occurred and is
continuing, (B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause (B) shall not be
construed to prohibit assignment of a proportionate part of all the
assigning Lender’s rights and obligations in respect of one Tranche of
Commitments or Loans and B/As, (C) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption
Agreement, together with a processing and recordation fee of $3,500,
provided that assignments made pursuant to Section 2.20(b) or
Section 10.11(b) shall not require the signature of the assigning Lender to
become effective, (D) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire and any
tax forms required by Section 2.18 and (E) in the case of any assignment of
all or a portion of any Lender’s Global Revolving Loan Commitment, the
assignee must be capable of complying with its obligations to make Loans to
the US Borrower, the UK Borrower and the Canadian Borrower and accept and
purchase B/As in US Dollars, Canadian Dollars and Sterling, as applicable,
as provided in Sections 2.01 and 2.07.





          For purposes of paragraph (b) of this Section, the term “Approved Fund” and “CLO” have the
following meanings:




          “Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a fund that
invests in bank loans and similar extensions of credit, any other fund that invests in bank loans
and similar extensions of credit and is managed by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.




          “CLO” means an entity (whether a corporation, partnership, trust or otherwise) that is
engaged in making, purchasing, holding or otherwise investing in loans and similar extensions of
credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such
Lender.





	 	(iii)	 	Subject to acceptance and recording thereof pursuant to
paragraph (b)(v) of this Section, from and after the effective date specified
in each Assignment and Assumption Agreement, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Assumption Agreement, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption Agreement, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption Agreement covering all of the assigning Lender’s rights and
obligations under this




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	 	 	 	Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.01 and to
any fees payable hereunder that have accrued for such Lender’s account but
have not yet been paid). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this Section
shall be treated for purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with paragraph
(c)(i) of this Section.
	 
	 	(iv)	 	The Administrative Agent, acting for this purpose as an agent
of the US Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption Agreement delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and LC Disbursements owing to and B/As of,
each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and
Holdings, the US Borrower, the Administrative Agent, the Letter of Credit
Issuer and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the US Borrower, the Letter of Credit Issuer and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.
	 
	 	(v)	 	Upon its receipt of a duly completed Assignment and Assumption
Agreement executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire and any tax forms required by Section
2.18(e) (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
Agreement and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.
	 
	 	(vi)	 	The words “execution”, “signed”, “signature” and words of like
import in any Assignment and Assumption Agreement shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act or any other
similar state laws based on the Uniform Electronic Transactions Act.




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          (c) (i) Any Lender may, without the consent of the US Borrower, the Administrative Agent, the
Letter of Credit Issuer or the Swingline Lender, sell participations to one or more banks or other
entities (each a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans owing to it and
B/As accepted and purchased by it), provided that (A) such Lender’s obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) Holdings, the US Borrower, the
Administrative Agent, the Letter of Credit Issuer and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Credit Documents and to
approve any amendment, modification or waiver of any provision of the Credit Documents,
provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in the
first proviso, or clause (A) of the third proviso, to Section 10.11(a) that affects such
Participant. Subject to paragraph (c)(ii) of this Section, the US Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 10.02 as though it were a Lender, provided that such Participant agrees to be
subject to Section 2.19 as though it were a Lender.





	 	(ii)	 	A Participant shall not be entitled to receive any greater
payment under Section 2.16 or Section 2.18 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the US Borrower’s prior written consent. A Participant that would be a
Non-US Lender if it were a Lender shall not be entitled to the benefits of
Section 2.18 unless the US Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the US
Borrower, to comply with Section 2.18 as though it were a Lender.





          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest, provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.




          (e) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such
in writing from time to time by the Granting Lender to the Administrative Agent and the US
Borrower, the option to provide to the Borrowers all or any part of any Loan that such Granting
Lender would otherwise be obligated to make to any Borrower pursuant to this Agreement,
provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan
or accept and purchase any B/A and (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of such Loan or accept and purchase all or any part of

150









 








such B/A, the Granting Lender shall be obligated to make such Loan or accept and purchase such
B/A pursuant to the terms hereof. The making of a Loan or acceptance and purchase of a B/A by an
SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made or such B/A were accepted and purchased by such Granting Lender. Each party
hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting Lender). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, such
party will not institute against, or join any other person in instituting against, such SPV any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of
the United States or any State thereof. In addition, notwithstanding anything to the contrary
contained in this Section 10.04, any SPV may (i) with notice to, but without the prior written
consent of, any Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans or B/As to the Granting Lender or
to any financial institutions (consented to by the US Borrower and Administrative Agent) providing
liquidity or credit support to or for the account of such SPV to support the funding or maintenance
of Loans and B/As and (ii) disclose on a confidential basis any non-public information relating to
its Loans and B/As to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPV.





          SECTION 10.05. No Waiver; Remedies Cumulative. No failure or delay on the part
of the Administrative Agent, the Collateral Agent, any Lender or the Letter of Credit Issuer
in exercising any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between any Credit Party and the Administrative Agent, the Collateral
Agent, any Lender or the Letter of Credit Issuer shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights and remedies herein expressly
provided are cumulative and not exclusive of any rights or remedies that the Administrative
Agent, the Collateral Agent, any Lender or the Letter of Credit Issuer would otherwise have.
No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any
other or further notice or demand in similar or other circumstances or constitute a waiver of
the rights of the Administrative Agent, the Collateral Agent, the Lenders or the Letter of
Credit Issuer to any other or further action in any circumstances without notice or demand.




          SECTION 10.06. Calculations; Computations. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP
and, except as set forth in the notes thereto or as otherwise disclosed in writing by the US
Borrower to the Lenders, be consistently applied throughout the periods involved;
provided that (i) to the extent expressly required pursuant to the provisions of this
Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent
compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total
Leverage Ratio, the Total Leverage Ratio, the Consolidated Interest Coverage Ratio and the
Consolidated Fixed Charge Coverage Ratio would include periods occurring prior to the
Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the



151









 






Transaction as if same had occurred on the first day of the respective period, (iii) in
the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges or
Consolidated EBITDA for any portion of any Test Period that ends prior to the Effective Date,
all computations determining compliance with Section 7.09 or 7.10 and all determinations of
the Adjusted Total Leverage Ratio, the Total Leverage Ratio (including as used in the
definition of Applicable Rate), the Consolidated Interest Coverage Ratio and the Consolidated
Fixed Charge Coverage Ratio shall be calculated in accordance with the definition of Test
Period contained herein and (iv) for purposes of calculating the Applicable Rate, financial
ratios, financial terms, all covenants and related definitions, all such calculations based on
the operations of the US Borrower and its Subsidiaries on a consolidated basis shall be made
without giving effect to the operations of any Unrestricted Subsidiaries.




	 	(b)(i)	 	The Administrative Agent shall determine the US Dollar Equivalent of any
Borrowing denominated in Canadian Dollars or Sterling or any B/A accepted and
purchased under Section 2.07 as of each date (with such date to be reasonably
determined by the Administrative Agent) that is on or about the date of a
Notice of Borrowing, Interest Election Request or request for an acceptance and
purchase of B/As with respect to such Borrowing or B/A, in each case using the
Spot Exchange Rate for the applicable currency in relation to US Dollars in
effect on the date of determination and each such amount shall be the US Dollar
Equivalent of such Borrowing or B/A until the next required calculation thereof
pursuant to this Section 10.06(b)(i). The Administrative Agent shall in
addition determine the US Dollar Equivalent of any Borrowing denominated in
Canadian Dollars or Sterling or any B/A accepted and purchased under Section
2.07 as of the CAM Exchange Date as set forth in Section 2.21.
	 
	 	(ii)	 	The Administrative Agent shall determine the US Dollar
Equivalent of any Canadian Dollar Letter of Credit as of each date (with such
date to be reasonably determined by the Administrative Agent) that is on or
about the date of each request for the issuance, amendment, renewal or
extension of such Canadian Dollar Letter of Credit, using the Spot Exchange
Rate for Canadian Dollars in relation to US Dollars in effect on the date of
determination, and each such amount shall be the US Dollar Equivalent of such
Letter of Credit until the next required calculation thereof pursuant to this
Section 10.06(b)(ii). The Administrative Agent shall in addition determine the
US Dollar Equivalent of any Canadian Dollar Letter of Credit as of the CAM
Exchange Date as set forth in Section 2.21.
	 
	 	(iii)	 	The US Dollar Equivalent of any LC Disbursement made by any
Letter of Credit Issuer in respect of any Canadian Dollar Letter of Credit and
not reimbursed by the US Borrower shall be determined as set forth in
paragraphs (e) or (l) of Section 2.05, as applicable. In addition, the
Canadian Dollar LC Exposure shall be determined as set forth in paragraph (j)
of Section 2.05, at the time and in the circumstances specified therein.




152









 











          (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest
on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid
in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of
additional Indebtedness for purposes of determining compliance with the dollar limitations set
forth therein.




          (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06,
for purposes of determining compliance with any incurrence tests set forth in Article VI or VII
(excluding Sections 7.09 and 7.10), any amounts so incurred or expended (to the extent incurred or
expended in a currency other than US Dollars) shall be converted into US Dollars on the basis of
the US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence
or expenditure under any provision of any such Section that has an aggregate US Dollar limitation
provided for therein (and to the extent the respective incurrence test limits the aggregate amount
outstanding (or expended) at any time and is expressed in US Dollars, all outstanding amounts
originally incurred or expended in a currency other than US Dollars shall be converted into US
Dollars on the basis of the US Dollar Equivalent of the respective such amounts as in effect on the
date any new incurrence or expenditures made under any provision of any such Section that regulates
the US Dollar amount outstanding (or expended) at any time).




          Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time, provided that,
if the US Borrower notifies the Administrative Agent that the US Borrower requests an amendment to
any provision (including any definition) hereof to eliminate the effect of any change occurring
after the date hereof in GAAP or in the application thereof on the operation of such provision (or
if the Administrative Agent notifies the US Borrower that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in accordance
herewith.





          SECTION 10.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN CERTAIN OF THE OTHER
CREDIT DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF
NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EACH OF HOLDINGS AND
EACH BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH



153









 






OF HOLDINGS AND EACH BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT
CORPORATION SYSTEM, WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK
10011, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS
BEHALF, AND IN RESPECT OF THE PROPERTY OF HOLDINGS AND ITS SUBSIDIARIES, SERVICE OF ANY AND
ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS THAT MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE
TO ACT AS SUCH, EACH OF HOLDINGS AND EACH BORROWER AGREES TO DESIGNATE A NEW DESIGNEE,
APPOINTEE AND AGENT IN NEW YORK COUNTY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION
SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT. EACH OF HOLDINGS AND EACH
BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION
OVER HOLDINGS AND EACH BORROWER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE
AFORESAID COURTS, THAT ANY SUCH COURT LACKS JURISDICTION OVER SUCH CREDIT PARTY. EACH OF
HOLDINGS AND EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO HOLDINGS AND EACH BORROWER, AT ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 10.03,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH OF HOLDINGS AND EACH
BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED
HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT
PARTY IN ANY OTHER JURISDICTION.



          (b) EACH OF HOLDINGS AND EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED
TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




154









 









          SECTION 10.08. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together constitute one
and the same instrument. A complete set of counterparts executed by all the parties hereto
shall be lodged with the Borrowers and the Administrative Agent.




          SECTION 10.09. [Reserved]




          SECTION 10.10. Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.




          SECTION 10.11. Amendment or Waiver, etc. (a) Except as provided in Section
2.23, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may
be changed, waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing and, in the case of this Agreement, signed by the respective Credit
Parties party hereto and the Required Lenders or, in the case of any other Credit Document,
signed by the respective Credit Parties hereto and the Administrative Agent or Collateral
Agent party thereto with the consent of the Required Lenders; provided that no such
change, waiver, discharge or termination shall, without the consent of each Lender (other than
a Defaulting Lender) (with Loan Document Obligations being directly affected thereby in the
case of the following clauses (i) and (vi), and in such case only to the extent of such Loan
Document Obligations), (i) extend the final scheduled maturity of any Loan or Note or extend
the Revolving Loan Maturity Date or extend the required date of reimbursement of any LC
Disbursement or extend the stated maturity of any Letter of Credit beyond the Revolving Loan
Maturity Date (it being understood that any change to, or the deletion of, the proviso to the
definition of “Term Loan Maturity Date” is not an extension of the final scheduled maturity of
any Loans or Notes hereunder), or reduce the rate or amount or extend the time of payment of
interest or fees thereon, or reduce the principal amount of any Loan, B/A or LC Disbursement
or extend any Scheduled Repayment or any scheduled payment of principal of any Incremental
Term Loan or reduce the amount of any such Scheduled Repayment or scheduled payment (it being
understood that any amendment or modification to the financial definitions in this Agreement
or to Section 10.06(a) shall not constitute a reduction in any rate of interest or fees for
purposes of this clause (i)), (ii) release all or substantially all the Collateral (except as
expressly permitted in this Agreement and/or the Security Documents) under all the Security
Documents, (iii) release the Guaranty by Holdings or any other material Guaranty (except as
expressly provided in the Guaranties) or limit the liability of Holdings or the applicable
Credit Party under any such Guaranty, (iv) amend, modify or waive any provision of this
Section 10.11 (except for technical amendments with respect to additional extensions of credit
pursuant to this Agreement that afford the protections to such additional extensions of credit
of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective
Date), (v) reduce the percentage specified in the definition of Required Lenders (it being
understood that, with the consent of the Required Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments
are included on the Effective Date), (vi) amend, modify or waive any



155









 






other provisions of any Credit Document specifying the number or percentage of Lenders
(or Lenders of any Tranche) required to waive, amend or modify any rights thereunder or grant
any consent thereunder, (vii) consent to the assignment or transfer by any Borrower of any of
its respective rights and obligations under this Agreement or any other Credit Document or
(viii) amend, modify or waive the requirement set forth in Section 2.19(b) that funds be
applied ratably among the parties entitled thereto; and provided further that no such
changes, waivers, discharge or termination shall (i) change any provisions of any Credit
Document in a manner that by its terms adversely affects the rights in respect of payments, or
Collateral to secure payments, due to Lenders holding Loans of any Tranche differently than
those holding Loans of any other Tranche, without the written consent of Lenders holding a
majority in interest of the outstanding Loans and unused Commitments of each adversely
affected Tranche, or (ii) modify the protections afforded to an SPV pursuant to the provisions
of Section 10.04(e) without the written consent of such SPV; provided further, that
any waiver, amendment or modification of this Agreement that by its terms affects the rights
or duties under this Agreement of Lenders holding Loans or Commitments of a particular Tranche
(but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an
agreement or agreements in writing entered into by Holdings, each Borrower and the requisite
percentage in interest of the affected Tranche of Lenders that would be required to consent
thereto under this Section if such Tranche of Lenders were the only Tranche of Lenders
hereunder at the time; provided further that no such change, waiver, discharge or
termination shall (A) increase the Commitments of any Lender over (or reduce, on a non-pro
rata basis, the Commitments of any Lender from) the amount thereof then in effect without the
consent of such Lender (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the US
Total Revolving Loan Commitment or Global Total Revolving Loan Commitment shall not constitute
an increase of the Commitment of any Lender, and that an increase in the available portion of
any Commitment of any Lender shall not constitute an increase in the Commitment of such
Lender), (B) without the consent of each Letter of Credit Issuer, amend, modify or waive any
provision of Section 2.05 or alter its rights or obligations with respect to Letters of
Credit, (C) without the consent of the Swingline Lender, alter its rights or obligations with
respect to Swingline Loans or (D) without the consent of the Administrative Agent or
Collateral Agent, amend, modify or waive any provision of Article X as same applies to the
Administrative Agent or Collateral Agent, as the case may be, or any other provision as same
relates to the rights or obligations of the Administrative Agent or Collateral Agent, as the
case may be.



          (b) In connection with any proposed amendment, modification, waiver or termination (a
“Proposed Change”) requiring the consent of all affected Lenders, if the consent of the
Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding
Loans of any Tranche pursuant to clause (i) of the second proviso of paragraph (a) of this Section,
the consent of a majority in interest of the outstanding Loans and unused Commitments of such
Tranche) to such Proposed Change is obtained, but the consent to such Proposed Change of other
Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as
described in paragraph (a) of this Section being referred to as a “Non-Consenting Lender”),
then, so long as the Lender that is acting as Administrative Agent is

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not a Non-Consenting Lender, at the US Borrower’s request, any assignee that is acceptable to
the Administrative Agent shall have the right, with the Administrative Agent’s consent, to purchase
from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the US
Borrower’s request, sell and assign to such assignee, at no expense to such Non-Consenting Lender,
all the Commitments, Term Loans and US Revolving Credit Exposure and Global Revolving Credit
Exposure of such Non-Consenting Lender for an amount equal to the principal balance of all Term
Loans and Revolving Loans and B/As (and funded participations in Swingline Loans and unreimbursed
LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect
thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed
Assignment and Assumption Agreement in accordance with Section 10.04(b) (which Assignment and
Assumption Agreement need not be signed by such Non-Consenting Lender); provided that as a
condition precedent to the effectiveness of such sale or assignment such assignee consents, or has
consented, to the Proposed Change.





          SECTION 10.12. Survival. All indemnities set forth herein including in Sections
2.11(g), 2.18, 9.04, 9.07 and 10.01 shall, subject to the provisions of Section 10.16 (to the
extent applicable), survive the execution and delivery of this Agreement and the making and
repayment of the Loans and B/As.




          SECTION 10.13. Domicile of Loans and Commitments. Each Lender may transfer and
carry its Loans and/or Commitments at, to or for the account of any branch office, subsidiary
or affiliate of such Lender; provided that no Borrower shall be responsible for
increased costs arising under Section 2.16 or 2.18 resulting from any such transfer to the
extent such increased costs would not otherwise be applicable to such Lender in the absence of
such transfer (although the Borrowers shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective transfer).




          SECTION 10.14. Confidentiality. (a) Each of the Lenders agrees that it will use
its reasonable efforts not to disclose without the prior consent of Holdings (other than to
its directors, trustees, employees, officers, auditors, counsel or other professional
advisors, to affiliates or to another Lender if the disclosing Lender or such Lender’s holding
or parent company in its sole discretion determines that any such party should have access to
such information; provided that such persons shall be subject to the provisions of
this Section 10.14 to the same extent as such Lender) any information with respect to Holdings
or any of its Subsidiaries that is furnished by Holdings or any of its Subsidiaries pursuant
to this Agreement; provided that any Lender may disclose any such information (i) that
is publicly known at the time of the disclosure or that has become generally available to the
public, (ii) that becomes available to the Administrative Agent, the Letter of Credit Issuer
or any Lender on a non-confidential basis from a source other than Holdings or any of the
Borrowers, (iii) as may be required or appropriate (A) in any report, statement or testimony
submitted to any Governmental Authority (including the Federal Reserve Board and the Federal
Deposit Insurance Corporation and similar organizations (whether in the United States or
elsewhere) or their successors) having or claiming to have jurisdiction over such Lender or
(B) in connection with any request or requirement of any such regulatory body (including any
securities exchange or self-regulatory organization), (iv) as may be required or appropriate
in response to any summons or subpoena or in connection with any litigation



157









 






or other legal process, (v) to comply with any law, order, regulation or ruling
applicable to such Lender, and (vi) to any prospective transferee in connection with any
contemplated transfer of any of the Notes or any interest therein by such Lender or to any
actual or prospective counterparty (or its advisors) to any Swap Agreement relating to any
Credit Party and its Loan Document Obligations under the Credit Documents; provided
that such prospective transferee or actual or prospective counterparty agrees to be bound by
this Section 10.14 to the same extent as such Lender.



          (b) Each of Holdings and the Borrowers hereby acknowledges and agrees that each Lender may
share with any of its Affiliates any information related to Holdings or any of its Subsidiaries
(including any nonpublic customer information regarding the creditworthiness of Holdings and its
Subsidiaries); provided that such Persons shall be subject to the provisions of this
Section 10.14 to the same extent as such Lender.





          SECTION 10.15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




          SECTION 10.16. Limitation on Additional Amounts, etc. Notwithstanding anything
to the contrary contained in Section 2.16 or 2.18, unless a Lender gives notice to the US
Borrower, the Canadian Borrower or the UK Borrower, as the case may be, that it is obligated
to pay an amount under such Section within six months after the later of (a) the date the
Lender incurs the respective increased costs, Taxes, loss, expense or liability, reduction in
amounts received or receivable or reduction in return on capital or (b) the date such Lender
has actual knowledge of its incurrence of the respective increased costs, Taxes, loss, expense
or liability, reductions in amounts received or receivable or reduction in return on capital,
then such Lender shall only be entitled to be compensated for such amount by the US Borrower,
the Canadian Borrower or the UK Borrower, as the case may be, pursuant to said Section 2.16 or
2.18, as the case may be, to the extent of the costs, Taxes, loss, expense or liability,
reduction in amounts received or receivable or reduction in return on capital that are
incurred or suffered on or after the date that occurs six months prior to such Lender giving
notice to the US Borrower, the Canadian Borrower or the UK Borrower, as the case may be, that
it is obligated to pay the respective amounts pursuant to said Section 2.16 or 2.18, as the
case may be. This Section 10.16 shall have no applicability to any Section of this Agreement
other than said Sections 2.16 and 2.18.




          SECTION 10.17. Judgment Currency. (a) Each Borrower’s obligation hereunder and
under the other Credit Documents to make payments in US Dollars or, (i) in the case of a
Canadian Dollar Revolving Loan or B/A or B/A Equivalent Loan, in Canadian Dollars or (ii) in
the case of a Sterling Revolving Loan, in Sterling (in any such case, the “Obligation
Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective receipt by the
Administrative Agent, the Collateral Agent, the respective Letter of Credit Issuer or the
respective Lender of the full amount of the Obligation Currency



158









 






expressed to be payable to the Administrative Agent, the Collateral Agent, such Letter of
Credit Issuer or such Lender under this Agreement or the other Credit Documents. If, for the
purpose of obtaining or enforcing judgment against any Borrower in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the “Judgment
Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the
Canadian Dollar Equivalent or Sterling Equivalent thereof or, in the case of conversions into
other currencies, at the rate of exchange quoted by the Administrative Agent, determined, in
each case, as of the date immediately preceding the day on which the judgment is given (such
Business Day being hereinafter referred to as the “Judgment Currency Conversion
Date”).



          (b) If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, each of the US Borrower, Canadian
Borrower and UK Borrower covenants and agrees to pay, or cause to be paid, such additional amounts,
if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid
in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment,
will produce the amount of the Obligation Currency that could have been purchased with the amount
of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange
prevailing on the Judgment Currency Conversion Date.




          (c) For purposes of determining any rate of exchange for this Section 10.17, such amounts
shall include any premium and costs payable in connection with the purchase of the Obligation
Currency.





          SECTION 10.18. Immunity. To the extent that the Canadian Borrower or UK Borrower
has or hereafter may acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment, attachment in aid of
execution, or otherwise) with respect to itself or its property, each of the Canadian Borrower
and UK Borrower hereby irrevocably waives such immunity in respect of its obligations
hereunder and under the other Credit Documents to which it is a party to the extent permitted
by applicable law and, without limiting the generality of the foregoing, agrees that the
waivers set forth in this Section 10.18 shall be to the fullest extent permitted under the
Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be
irrevocable for purposes of such Act.




          SECTION 10.19. USA Patriot Act. Each Lender hereby notifies Holdings and each of
the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to
obtain, verify and record information that identifies Holdings and each of the Borrowers,
which information includes the name and address of Holdings and each of the Borrowers and
other information that will allow such Lender to identify Holdings and each of the Borrowers
in accordance with the Patriot Act.



[Signature Pages Follow]




159









 








          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Agreement as of the date first above written.




	 	 	 	 	 
	 	 	COMPASS MINERALS INTERNATIONAL, INC.,
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	COMPASS MINERALS GROUP, INC., as
US Borrower,
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	SIFTO CANADA CORP., as Canadian Borrower,
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	SALT UNION LIMITED, as UK Borrower,
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Administrative
Agent
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






160









 






	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, as

Syndication Agent,
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
Co-Documentation Agent,
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as

Co-Documentation Agent,
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






161









 






	 	 	 
	 

	 	SIGNATURE PAGE
	 

	 	TO THE AMENDED
	 

	 	AND RESTATED
	 

	 	CREDIT AGREEMENT
	 

	 	DATED AS OF December 22, 2005






	 	 	 	 	 
	 	 	Name of Institution
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







162