Amended & Restated Credit Agreement


     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    DATED
      AS OF JULY 29, 2005

     

    AMONG

     

    BRAND
      SERVICES, INC.,

    as
      Borrower,

     

    THE
      LENDERS LISTED HEREIN,

    as
      Lenders,

     

    AND

     

    CREDIT
      SUISSE, 

    as
      Administrative Agent

     

    _________________________

     

    JPMORGAN
      CHASE BANK, N.A.,

    as
      Syndication Agent,

     

    ANTARES
      CAPITAL CORPORATION,

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION,

     

    and

     

    CALYON
      NEW YORK BRANCH,

    as
      Co-Documentation Agents,

     

    AND

     

    CREDIT
      SUISSE

     

    and

     

    J.P.
      MORGAN SECURITIES INC.,

    as
      Co-Arrangers

     

     

     

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF
      CONTENTS

     

    
 

    

      
        
          	
                  SECTION
                    1.

                	
                  DEFINITIONS
                    

                	
                  2

                
	
                  1.1

                	
                  Certain
                    Defined Terms

                	
                  2

                
	
                  1.2

                	
                  Accounting
                    Terms; Utilization of GAAP for Purposes of Calculations Under
                    Agreement

                	
                  33

                
	
                  1.3

                	
                  Other
                    Definitional Provisions and Rules of Construction

                	
                  33

                


        

         

        
          
            	
                    SECTION
                      2.

                  	
                    AMOUNTS
                      AND TERMS OF COMMITMENTS AND LOANS

                  	
                    33

                  
	
                    2.1

                  	
                    Commitments;
                      Making of Loans; the Register; Notes; Bankers’ Acceptances

                  	
                    33

                  
	
                    2.2

                  	
                    Interest
                      on the Loans

                  	
                    42

                  
	
                    2.3

                  	
                    Fees

                  	
                    47

                  
	
                    2.4

                  	
                    Repayments,
                      Prepayments and Reductions in Revolving Loan Commitments; General
                      Provisions Regarding Payments; Application of Proceeds of Collateral
                      and
                      Payments Under Guaranties

                  	
                    48

                  
	
                    2.5

                  	
                    Use
                      of Proceeds

                  	
                    57

                  
	
                    2.6

                  	
                    Special
                      Provisions Governing LIBOR Rate Loans and BA Loans

                  	
                    57

                  
	
                    2.7

                  	
                    Increased
                      Costs; Taxes; Capital Adequacy

                  	
                    59

                  
	
                    2.8

                  	
                    Statement
                      of Lenders; Obligation of Lenders and Issuing Lenders to
                      Mitigate

                  	
                    63

                  
	
                    2.9

                  	
                    Replacement
                      of a Lender

                  	
                    64

                  


          

           

          
            
              	
                      SECTION
                        3.

                    	
                      LETTERS
                        OF CREDIT

                    	
                      65

                    
	
                      3.1

                    	
                      Issuance
                        of Letters of Credit and Lenders’ Purchase of Participations
                        Therein

                    	
                      65

                    
	
                      3.2

                    	
                      Letter
                        of Credit Fees

                    	
                      69

                    
	
                      3.3

                    	
                      Drawings
                        and Reimbursement of Amounts Paid Under Letters of Credit

                    	
                      70

                    
	
                      3.4

                    	
                      Obligations
                        Absolute

                    	
                      74

                    
	
                      3.5

                    	
                      Nature
                        of Issuing Lenders’ Duties

                    	
                      75

                    


            

             

            
              
                	
                        SECTION
                          4.

                      	
                        CONDITIONS
                          TO LOANS AND LETTERS OF CREDIT

                      	
                        76

                      
	
                        4.1

                      	
                        Conditions
                          to Initial Loans

                      	
                        76

                      
	
                        4.2

                      	
                        Conditions
                          to All Loans

                      	
                        83

                      
	
                        4.3

                      	
                        Conditions
                          to Letters of Credit

                      	
                        84

                      


              

               

              
                	
                        SECTION
                          5.

                      	
                        BORROWER’S
                          REPRESENTATIONS AND WARRANTIES

                      	
                        85

                      
	
                        5.1

                      	
                        Organization,
                          Powers, Qualification, Good Standing, Business and
                          Subsidiaries

                      	
                        85

                      
	
                        5.2

                      	
                        Authorization
                          of Borrowing, etc.

                      	
                        86

                      
	
                        5.3

                      	
                        Financial
                          Condition

                      	
                        87

                      


              

            

          

        

      

      
        
          	
                  5.4

                	
                  No
                    Material Adverse Change; No Restricted Junior Payments

                	
                  88

                
	
                  5.5

                	
                  Title
                    to Properties; Liens; Real Property; Intellectual Property

                	
                  88

                
	
                  5.6

                	
                  Litigation;
                    Adverse Facts

                	
                  89

                
	
                  5.7

                	
                  Payment
                    of Taxes

                	
                  89

                
	
                  5.8

                	
                  Performance
                    of Agreements; Material Contracts

                	
                  89

                
	
                  5.9

                	
                  Governmental
                    Regulation

                	
                  90

                
	
                  5.10

                	
                  Securities
                    Activities

                	
                  90

                
	
                  5.11

                	
                  Employee
                    Benefit Plans

                	
                  90

                
	
                  5.12

                	
                  Certain
                    Fees

                	
                  91

                
	
                  5.13

                	
                  Environmental
                    Protection

                	
                  91

                


        

         

         

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

        
           

          
            
              
                	
                        5.14

                      	
                        Employee
                          Matters

                      	
                        92

                      
	
                        5.15

                      	
                        Solvency

                      	
                        92

                      
	
                        5.16

                      	
                        Matters
                          Relating to Collateral

                      	
                        92

                      
	
                        5.17

                      	
                        Disclosure

                      	
                        93

                      
	
                        5.18

                      	
                        Subordinated
                          Indebtedness

                      	
                        93

                      
	
                        5.19

                      	
                        Related
                          Agreements

                      	
                        94

                      


              

               

              
                
                  	
                          SECTION
                            6.

                        	
                          BORROWER’S
                            AFFIRMATIVE COVENANTS

                        	
                          94

                        
	
                          6.1

                        	
                          Financial
                            Statements and Other Reports

                        	
                          94

                        
	
                          6.2

                        	
                          Corporate
                            Existence, etc.

                        	
                          99

                        
	
                          6.3

                        	
                          Payment
                            of Taxes and Claims; Tax Consolidation 

                        	
                          100

                        
	
                          6.4

                        	
                          Maintenance
                            of Properties; Insurance; Application of Net Insurance/
                            Condemnation
                            Proceeds 

                        	
                          100

                        
	
                          6.5

                        	
                          Inspection
                            Rights; Lender Meeting

                        	
                          102

                        
	
                          6.6

                        	
                          Compliance
                            with Laws, etc.

                        	
                          102

                        
	
                          6.7

                        	
                          Environmental
                            Matters

                        	
                          103

                        
	
                          6.8

                        	
                          Execution
                            of Subsidiary Guaranty and Personal Property Collateral
                            Documents After
                            the Restatement Date

                        	
                          104

                        
	
                          6.9

                        	
                          Matters
                            Relating to Additional Real Property Collateral

                        	
                          105

                        


                

                 

                
                  	
                          SECTION
                            7.

                        	
                          BORROWER’S
                            NEGATIVE COVENANTS

                        	
                          106

                        
	
                          7.1

                        	
                          Indebtedness

                        	
                          106

                        
	
                          7.2

                        	
                          Liens
                            and Related Matters

                        	
                          108

                        
	
                          7.3

                        	
                          Investments;
                            Acquisitions

                        	
                          110

                        


                

              

            

             

            
              
                
                  	
                          7.4

                        	
                          Contingent
                            Obligations

                        	
                          113

                        
	
                          7.5

                        	
                          Restricted
                            Junior Payments

                        	
                          113

                        
	
                          7.6

                        	
                          Financial
                            Covenants

                        	
                          115

                        
	
                          7.7

                        	
                          Restriction
                            on Fundamental Changes; Asset Sales

                        	
                          116

                        
	
                          7.8

                        	
                          Capital
                            Expenditures

                        	
                          117

                        
	
                          7.9

                        	
                          Transactions
                            with Shareholders and Affiliates

                        	
                          118

                        
	
                          7.10

                        	
                          Limitations
                            on Sales and Lease-Backs

                        	
                          118

                        
	
                          7.11

                        	
                          Conduct
                            of Business

                        	
                          119

                        
	
                          7.12

                        	
                          Amendments
                            or Waivers of Certain Agreements; Amendments of Documents
                            Relating to
                            Subordinated Indebtedness

                        	
                          119

                           

                        
	
                          7.13

                        	
                          Fiscal
                            Year

                        	
                          119

                        


                

                 

                
                  	
                          SECTION
                            8.

                        	
                          EVENTS
                            OF DEFAULT

                        	
                          119

                        
	
                          8.1

                        	
                          Failure
                            to Make Payments When Due

                        	
                          120

                        
	
                          8.2

                        	
                          Default
                            in Other Agreements

                        	
                          120

                        
	
                          8.3

                        	
                          Breach
                            of Certain Covenants

                        	
                          120

                        
	
                          8.4

                        	
                          Breach
                            of Warranty

                        	
                          120

                        
	
                          8.5

                        	
                          Other
                            Defaults Under Loan Documents

                        	
                          120

                        
	
                          8.6

                        	
                          Involuntary
                            Bankruptcy; Appointment of Receiver, etc.

                        	
                          121

                        
	
                          8.7

                        	
                          Voluntary
                            Bankruptcy; Appointment of Receiver, etc.

                        	
                          121

                        
	
                          8.8

                        	
                          Judgments
                            and Attachments

                        	
                          122

                        
	
                          8.9

                        	
                          Dissolution

                        	
                          122

                        
	
                          8.10

                        	
                          Employee
                            Benefit Plans

                        	
                          122

                        
	
                          8.11

                        	
                          Change
                            in Control

                        	
                          122

                        
	
                          8.12

                        	
                          Invalidity
                            of Loan Documents; Failure of Security; Repudiation of
                            Obligations

                        	
                          122

                        


                

              

               

               

              
                
                  
                  

                

                
                  -3-

                  
                    

                  

                

                
                  
                  

                

              

               

              
                
                  	
                          SECTION
                            9.

                        	
                          ADMINISTRATIVE
                            AGENT

                        	
                          123

                        
	
                          9.1

                        	
                          Appointment

                        	
                          123

                        
	
                          9.2

                        	
                          Powers
                            and Duties; General Immunity

                        	
                          124

                        
	
                          9.3

                           

                        	
                          Independent
                            Investigation by Lenders; No Responsibility For Appraisal
                            of
                            Creditworthiness

                        	
                          126

                        
	
                          9.4

                        	
                          Right
                            to Indemnity

                        	
                          126

                        
	
                          9.5

                        	
                          Successor
                            Administrative Agent and Swing Line Lender

                        	
                          127

                        
	
                          9.6

                        	
                          Collateral
                            Documents and Guaranties

                        	
                          127

                        
	
                          9.7

                        	
                          Duties
                            of Other Agents

                        	
                          128

                        
	
                          9.8

                        	
                          Administrative
                            Agent May File Proofs of Claim

                        	
                          128

                        


                

                 

                
                  	
                          SECTION
                            10.

                        	
                          MISCELLANEOUS

                        	
                          129

                        
	
                          10.1

                        	
                          Successors
                            and Assigns; Assignments and Participations in Loans
                            and Letters of
                            Credit

                        	
                          129

                        
	
                          10.2

                        	
                          Expenses

                        	
                          133

                        
	
                          10.3

                        	
                          Indemnity

                        	
                          134

                        
	
                          10.4

                        	
                          Set-Off;
                            Security Interest in Deposit Accounts

                        	
                          135

                        
	
                          10.5

                        	
                          Ratable
                            Sharing

                        	
                          135

                        
	
                          10.6

                        	
                          Amendments
                            and Waivers

                        	
                          136

                        
	
                          10.7

                        	
                          Independence
                            of Covenants

                        	
                          138

                        
	
                          10.8

                        	
                          Notices;
                            Effectiveness of Signatures

                        	
                          138

                        
	
                          10.9

                        	
                          Survival
                            of Representations, Warranties and Agreements

                        	
                          138

                        
	
                          10.10

                        	
                          Failure
                            or Indulgence Not Waiver; Remedies Cumulative

                        	
                          139

                        
	
                          10.11

                        	
                          Marshalling;
                            Payments Set Aside

                        	
                          139

                        
	
                          10.12

                        	
                          Severability

                        	
                          139

                        
	
                          10.13

                        	
                          Obligations
                            Several; Independent Nature of Lenders’ Rights; Damage
                            Waiver

                        	
                          139

                        
	
                          10.14

                        	
                          Release
                            of Security Interest or Guaranty

                        	
                          140

                        
	
                          10.15

                        	
                          Applicable
                            Law

                        	
                          140

                        
	
                          10.16

                        	
                          Construction
                            of Agreement; Nature of Relationship

                        	
                          140

                        
	
                          10.17

                        	
                          Consent
                            to Jurisdiction and Service of Process

                        	
                          141

                        
	
                          10.18

                        	
                          Waiver
                            of Jury Trial

                        	
                          141

                        
	
                          10.19

                        	
                          Confidentiality

                        	
                          142

                        
	
                          10.20

                        	
                          Counterparts;
                            Effectiveness

                        	
                          143

                        


                

              

            

          

        

      


       

    

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    EXHIBITS

     

    
      
        	
                I

              	
                FORM
                  OF NOTICE OF BORROWING

              
	
                II

              	
                FORM
                  OF NOTICE OF CONVERSION/CONTINUATION

              
	
                III

              	
                FORM
                  OF REQUEST FOR ISSUANCE

              
	
                IV

              	
                FORM
                  OF TERM NOTE 

              
	
                V

              	
                FORM
                  OF REVOLVING NOTE

              
	
                VI

              	
                FORM
                  OF SWING LINE NOTE

              
	
                VII

              	
                FORM
                  OF LC FACILITY NOTE

              
	
                VIII

              	
                FORM
                  OF SYNTHETIC LETTER OF CREDIT NOTE

              
	
                IX

              	
                FORM
                  OF COMPLIANCE CERTIFICATE

              
	
                X

              	
                FORM
                  OF ASSIGNMENT AGREEMENT

              
	
                XI

              	
                FORM
                  OF FINANCIAL CONDITION CERTIFICATE

              
	
                XII

              	
                SUBSIDIARY
                  GUARANTY

              
	
                XIII

              	
                SECURITY
                  AGREEMENT

              
	
                XIV

              	
                PARENT
                  GUARANTY

              
	
                XV

              	
                FORM
                  OF COLLATERAL ACCESS
                  AGREEMENT

              


      

    

     


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    SCHEDULES

     

    

      
        	
                2.1

                 

              	
                LENDERS’
                  COMMITMENTS AND PRO RATA SHARES 

                 

              
	
                4.1C

                 

              	
                CORPORATE
                  AND CAPITAL STRUCTURE; OWNERSHIP

                 

              
	
                4.1F

                 

              	
                LOCAL
                  COUNSEL

                 

              
	
                5.1

                 

              	
                SUBSIDIARIES
                  OF BORROWER 

                 

              
	
                5.5B

                 

              	
                REAL
                  PROPERTY

                 

              
	
                5.5C

                 

              	
                INTELLECTUAL
                  PROPERTY

                 

              
	
                5.6

                 

              	
                LITIGATION

                 

              
	
                5.7

                 

              	
                TAXES

                 

              
	
                5.8

                 

              	
                MATERIAL
                  CONTRACTS

                 

              
	
                5.11

                 

              	
                CERTAIN
                  EMPLOYEE BENEFIT PLANS

                 

              
	
                5.13

                 

              	
                ENVIRONMENTAL
                  MATTERS

                 

              
	
                7.1

                 

              	
                CERTAIN
                  EXISTING INDEBTEDNESS

                 

              
	
                7.2

                 

              	
                CERTAIN
                  EXISTING LIENS

                 

              
	
                7.3

                 

              	
                CERTAIN
                  EXISTING INVESTMENTS

                 

              
	
                7.4

                 

              	
                CERTAIN
                  CONTINGENT OBLIGATIONS

                 

              


      

    

     

    
       

    

     

     

    
    

    


    


     


    
      
        
          


        

        
        

      

      
        -6-

        
          

        

      

      
        
        

        
        

      

    



    BRAND
      SERVICES, INC.

    

      This
        AMENDED
        AND RESTATED CREDIT AGREEMENT
        is dated
        as of July 29, 2005, and entered into by and among BRAND
        SERVICES, INC.,
        a
        Delaware corporation ("Borrower"),
        THE
        FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO
        (each
        individually referred to herein as a "Lender"
        and
        collectively as "Lenders")
        and
CREDIT
        SUISSE (formerly
        known as Credit Suisse First Boston, acting through its Cayman Islands Branch)
        ("Credit
        Suisse"),
        as
        administrative agent for Lenders (in such capacity, "Administrative
        Agent").

       

    

     

    PRELIMINARY
      STATEMENTS

     

    
              A.    Borrower,
        Administrative Agent and the lenders party thereto previously entered into
        the
        Credit Agreement dated as of October 16, 2002, as amended by First Amendment
        and
        Limited Waiver dated as of February 3, 2004, Amendment No. 2 and Limited
        Waiver
        No. 3 dated as of November 9, 2004 and Amendment No. 3 dated as of January
        14,
        2005 (the "Existing
        Credit Agreement"),
        under
        which the lenders party thereto extended credit to Borrower in the form of
        term
        loans and revolving credit facilities.

      
                B.    Borrower
          has informed
          Administrative Agent that, pursuant to an asset purchase agreement dated
          as of
          May 19, 2005 (as the same may be amended from time to time on or prior
          to the
          Restatement Date, the "Aluma Asset
          Purchase Agreement"),
          among
          Borrower and Aluma Enterprises, Inc., a corporation organized under the
          laws of
          Canada, Borrower intends to acquire substantially all of the assets and
          to
          assume certain of the liabilities of Aluma Enterprises, Inc. for aggregate
          consideration consisting of the Dollar Equivalent of C$255,000,000 (subject
          to
          adjustment in accordance with the Aluma Asset Purchase Agreement) in cash
          (the
          "Aluma
          Acquisition").
          

      

         

    

    
              C.    In
        connection with
        the foregoing, (a) Parent will issue and sell to JPMorgan Partners, LLC (the
        "Sponsor")
        $30,000,000 in aggregate liquidation preference of the Sponsor Preferred
        Stock,
        the proceeds of which will be used by Parent to make a cash contribution
        to the
        common equity of Borrower in an amount equal to $30,000,000 (the "Equity
        Contribution")
        and
        (b) Borrower has requested that Lenders extend credit in the form
        of (1)
        Supplemental Term B Loans to Borrower on the Restatement Date in an
        aggregate principal amount of $128,000,000 and (2) Supplemental Canadian
        Dollar
        Term B Loans in an aggregate principal amount of the Canadian Dollar Equivalent
        of $57,000,000, in each case subject to the terms and conditions set forth
        herein and in the Amendment Agreement, the proceeds of which Supplemental
        Term B Loans and Supplemental Canadian Dollar Term B Loans will be
        used by
        Borrower, together with the proceeds of the Equity Contribution, the proceeds
        of
        a Revolving Loan in an aggregate principal amount not to exceed $5,000,000
        made
        to Borrower on the Restatement Date and cash on hand of approximately
        $10,000,000, solely (i) to pay the cash consideration in respect of
        the
        Aluma Acquisition and (ii) to pay fees and expenses incurred in connection
        with the transactions contemplated hereby.

    

           

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    

              D.    Lenders
        are willing
        to extend such credit to Borrower on the terms and subject to the conditions
        set
        forth herein and in the Amendment Agreement.

       

              E.    Borrower
        and Lenders
        desire to amend and restate the Existing Credit Agreement in the form hereof
        to,
        among other things, (i) reduce the interest rate margins applicable
        to the
        Term B Loans and the Synthetic Letter of Credit Loans to the interest
        rate
        margins to be applicable to the Supplemental Term B Loans, (ii) set forth
        the
        terms and conditions under which Lenders will make the Supplemental Term B
        Loans and the Supplemental Canadian Dollar Term B Loans to Borrower,
        (iii) permit the Aluma Acquisition and (iv) make certain other
        amendments thereto.

       

              F.    The
        amendment and
        restatement of this Agreement shall become effective as provided in the
        Amendment Agreement.

       

              Accordingly,
        the
        parties hereto agree as follows:

    

     

    Section
      1.    DEFINITIONS

     

    
      	1.1             
               	
              Certain
                Defined Terms.

            


    

     

    The
      following terms used in this Agreement shall have the following
      meanings:

     

    "Additional
      Mortgaged Property"
      has the
      meaning assigned to that term in subsection 6.9.

     

    "Additional
      Mortgages"
      has the
      meaning assigned to that term in subsection 6.9.

     

    "Additional
      Costs"
      means,
      for any period, solely to the extent deducted in determining Net Income for
      such
      period, (i) Transaction Costs for such period; and (ii) Severance Costs
      for
      such period.

     

    "Adjusted
      LIBOR Rate"
      means,
      for any Interest Rate Determination Date with respect to an Interest Period
      for
      a LIBOR Rate Loan, the rate per annum obtained by dividing (i) the offered
      quotation to first class banks in the London interbank market by the Reference
      Lender for U.S. dollar deposits of amounts in same day funds comparable to
      the
      principal amount of the LIBOR Rate Loan of the Reference Lender for which the
      Adjusted LIBOR Rate is then being determined with maturities comparable to
      such
      Interest Period as of approximately 10:00 A.M. (New York City time)
      on such
      Interest Rate Determination Date by (ii) a percentage equal to 100%
      minus
      the stated maximum rate of all reserve requirements (including any marginal,
      emergency, supplemental, special or other reserves) applicable on such Interest
      Rate Determination Date to any member bank of the Federal Reserve System in
      respect of "Eurocurrency Liabilities" as defined in Regulation D (or
      any
      successor category of liabilities under Regulation D).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    "Administrative
      Agent"
      has the
      meaning assigned to that term in the preamble to this Agreement and also means
      and includes any successor Administrative Agent appointed pursuant to
      subsection 9.5A.

     

    "Affected
      Lender"
      has the
      meaning assigned to that term in subsection 2.6C.

     

    "Affected
      Loans"
      has the
      meaning assigned to that term in subsection 2.6C.

     

    "Affiliate",
      as
      applied to any Person, means any other Person directly or indirectly
      controlling, controlled by, or under common control with, that Person. For
      the
      purposes of this definition, "control" (including, with correlative meanings,
      the terms "controlling", "controlled by" and "under common control with"),
      as
      applied to any Person, means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of that
      Person, whether through the ownership of voting securities or by contract or
      otherwise.

     

    "Agents"
      means
      Administrative Agent, Syndication Agent, Co-Arrangers, and Co-Documentation
      Agents.

     

    "Agreement"
      means
      this Amended and Restated Credit Agreement dated as of July 29, 2005,
      as it
      may be amended, restated, supplemented or otherwise modified from time to time
      in accordance with the terms hereof.

     

    "Aluma
      Acquisition"
      has the
      meaning assigned to that term in the preliminary statements to this
      Agreement.

     

    
                  "Aluma
        Acquisition
        Documents"
        means
        all principal documents executed by Borrower and/or any of its Affiliates
        in
        connection with the Aluma Acquisition, in the form delivered to Administrative
        Agent and Lenders prior to the Restatement Date, with such modifications
        thereto
        prior to execution and delivery thereof as may be reasonably satisfactory
        to
        Administrative Agent, and as such documents may be amended, supplemented
        or
        otherwise modified after the execution thereof to the extent permitted under
        subsection 7.12C.

    

     

    "Aluma
      Asset Purchase Agreement"
      has the
      meaning assigned to that term in the preliminary statements to this
      Agreement.

     

    "Amendment
      Agreement"
      means
      the Amendment Agreement dated as of July 29, 2005, effecting, among
      other
      things, the amendment and restatement of the Existing Credit
      Agreement.

     

    "Applicable
      Leverage Ratio"
      means
      the Leverage Ratio calculated as of the date for which a Pricing Certificate
      has
      been delivered pursuant to subsection 6.1(iv) and such Applicable Leverage
      Ratio shall remain in effect as set forth in subsections 2.4B(iii)(c)
      and
      2.4B(iii)(e).

     

    "Applicable
      Stamping Fee"
      means,
      with respect to each accepted or advanced BA Loan by a Supplemental Canadian
      Dollar Term B Lender on any date, 3.25%.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    "Approved
      Fund"
      means a
      Fund that is administered or managed by (i) a Lender, (ii) an
      Affiliate of a Lender or (iii) an entity or an Affiliate of an entity
      that
      administers or manages a Lender.

     

    "Asset
      Sale"
      means
      the sale by Parent or
      any of
      its Subsidiaries to any Person other than Borrower or any of its wholly-owned
      Subsidiaries of (i) any of the stock of any of Parent’s Subsidiaries,
      (ii) substantially all of the assets of any division or line of business
      of
      Borrower or any of its Subsidiaries, or (iii) any other assets (whether
      tangible or intangible) of Borrower or any of its Subsidiaries (other than
      (a) inventory sold in the ordinary course of business, (b) equipment
      sold to customers of Borrower and its Subsidiaries in the ordinary course of
      business consistent with past business practices, (c) obsolete or worn
      out
      equipment in an aggregate principal amount not to exceed $10,000,000 in any
      Fiscal Year, (d) sales, assignments, transfers or dispositions of accounts
      in the ordinary course of business for purposes of collection and (e) any
      such other assets to the extent that the aggregate value of such assets sold
      in
      any single transaction or related series of transactions is equal to $500,000
      or
      less).

     

    "Assignment
      Agreement"
      means
      an Assignment Agreement in substantially the form of Exhibit
      X
      annexed
      hereto.

     

    "BA
      Discount Proceeds"
      means,
      with respect to any BA Loan, an amount calculated on the date of acceptance
      and
      purchase or advance of such BA Loan by multiplying (a) the face or principal
      amount of such BA Loan by (b) the quotient of one divided by the sum of one
      plus
      the product of (i) the BA Discount Rate applicable to such BA Loan multiplied
      by
      (ii) a fraction, the numerator of which is the term of such BA Loan measured
      in
      days (commencing on the date of acceptance and purchase or advance and ending
      on, but excluding, the maturity date thereof) and the denominator of which
      is
      365; with such quotient being rounded up or down to the nearest fifth decimal
      place, with .000005 being rounded up.

     

    "BA
      Discount Rate"
      means
      (i) with respect to an issue of Bankers’ Acceptances to be accepted by a
      Schedule I Lender, the CDOR Rate at or about 10:00 a.m. (Toronto time) on the
      date of issuance and acceptance of such Bankers’ Acceptances for bankers’
      acceptances having a comparable face value and an identical maturity date to
      the
      face value and maturity date of such Bankers’ Acceptances, and (ii) with respect
      to an issue of Bankers’ Acceptances or a BA Equivalent Loan to be accepted or
      advanced by any other Supplemental Canadian Dollar Term B Lender, the rate
      established pursuant to clause (i) above plus 0.10% per annum.

     

    "BA
      Equivalent Loans"
      means,
      in relation to a Loan by way of BA Loans, an advance in Canadian Dollars made
      by
      a Non-Acceptance Lender pursuant to Section 2.1F(ix).

     

    
                  "BA
        Loans"
        means
        the acceptance and purchase of Bankers’ Acceptances and BA Equivalent Loans;
provided
        that
        reference to the amount or principal amount of a BA Loan shall mean the full
        face amount of the applicable Bankers’ Acceptances or Discount Notes issued in
        connection therewith.

    

     

    "Bankers’
      Acceptance"
      means a
      Draft denominated in Canadian Dollars drawn by Borrower and accepted and
      purchased by a Supplemental Canadian Dollar Term B Lender as provided in Section
      2.1F and includes a depository bill issued in accordance with the Depository
      Bills and Notes Act
      (Canada).

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    "Bankruptcy Code"
      means
      Title 11 of the United States Code entitled "Bankruptcy", as now and
      hereafter in effect, or any successor statute.

     

    "Base
      Rate"
      means,
      at any time, the higher of (i) the Prime Rate or (ii) the rate
      which
      is 1⁄2 of 1% in excess of the Federal Funds Effective Rate. Any change in the Base
      Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
      shall
      be effective on the effective date of such change.

     

    "Base
      Rate Loans"
      means
      Loans bearing interest at rates determined by reference to the Base Rate as
      provided in subsection 2.2A.

     

    "Base
      Rate Margin"
      means
      the margin over Base Rate used in determining the rate of interest on Base
      Rate
      Loans pursuant to subsection 2.2A.

     

    "Borrower"
      has the
      meaning assigned to that term in the preamble to this Agreement.

     

    "Borrower
      Certificate of Incorporation"
      means
      the Certificate of Incorporation of Borrower, in the form delivered to
      Administrative Agent and Lenders prior to the execution of the Amendment
      Agreement and as such Certificate of Incorporation may be further amended from
      time to time thereafter to the extent permitted under
      subsection 7.12.

     

    "Business
      Day"
      means
      (i) for all purposes other than as covered by clause (ii) below,
      any
      day excluding Saturday, Sunday and any day which is a legal holiday under the
      laws of the State of New York or Toronto, Canada, or is a day on which banking
      institutions located in such state are authorized or required by law or other
      governmental action to close, and (ii) with respect to all notices,
      determinations, fundings and payments in connection with the Adjusted LIBOR
      Rate
      or any LIBOR Rate Loans, any day that is a Business Day described in
      clause (i) above and that is also a day for trading by and between
      banks in Dollar deposits in the London interbank market.

     

    "Canadian
      Dollar Equivalent"
      means,
      on any date of determination, with respect to any amount in Dollars, the
      equivalent in Canadian Dollars of such amount as determined by Administrative
      Agent using the Exchange Rate then in effect.

     

    "Canadian
      Dollars"
      and
      "C$"
      shall
      mean the lawful money of Canada.

     

    "Canadian
      Prime Rate"
      means
      the higher of (a) the rate of interest per annum determined from time to time
      by
      Administrative Agent (in consultation with its Toronto branch) as being its
      Toronto branch’s reference rate then in effect for determining interest rates on
      Canadian Dollar denominated commercial loans made in Canada, and (b) the
      one-month CDOR Rate plus 0.75% per annum.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    "Canadian
      Prime Rate Loan"
      shall
      mean any Supplemental Canadian Dollar Term B Loan bearing interest at a rate
      determined by reference to the Canadian Prime Rate.

     

    "CapEx
      Pull-Forward Amount"
      has the
      meaning assigned to that term in subsection 7.8(i).

     

    
                  "Capital
         Expenditures"
        means,
        for any period, the sum of the aggregate of all expenditures (whether paid
        in
        cash or other consideration or accrued as a liability and including that
        portion
        of Capital Leases which is capitalized on the consolidated balance sheet
        of
        Borrower and its Subsidiaries) by Borrower and its Subsidiaries during that
        period that, in conformity with GAAP, are included in "additions to property,
        plant or equipment" or comparable items reflected in the consolidated statement
        of cash flows of Borrower and its Subsidiaries. For purposes of this definition,
        the purchase price of equipment that is purchased simultaneously with the
        trade-in of existing equipment or with insurance proceeds shall be included
        in
        Capital Expenditures only to the extent of the gross amount of such purchase
        price less the credit granted by the seller of such equipment for the equipment
        being traded in at such time or the amount of such proceeds, as the case
        may be;
provided,
        that
        Capital Expenditures shall not include Investments made under subsection
        7.3(xi)
        or (xii).

    

     

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

     

    "Capital
      Stock"
      means
      the capital stock or other equity interests of a Person.

     

    "Cash"
      means
      money, currency or a credit balance in a Deposit Account.

     

    "Cash
      Equivalents"
      means,
      as at any date of determination, (i) marketable securities (a) issued
      or directly and unconditionally guaranteed as to interest and principal by
      the
      United States Government or (b) issued by any agency of the United States
      the obligations of which are backed by the full faith and credit of the United
      States, in each case maturing within one year after such date;
      (ii) marketable direct obligations issued by any state of the United
      States
      of America or any political subdivision of any such state or any public
      instrumentality thereof, in each case maturing within one year after such date
      and having, at the time of the acquisition thereof, the highest rating
      obtainable from either Standard & Poor’s ("S&P")
      or
      Moody’s Investors Service, Inc. ("Moody’s");
      (iii) commercial paper maturing no more than nine months from the date
      of
      creation thereof, which is issued by (A) a corporation (other than any Loan
      Party) organized under the laws of the United States of America or any state
      thereof or the District of Columbia and having, at the time of the acquisition
      thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s or
      (B) any Lender (or its holding company); (iv) time deposits, certificates
      of deposit or bankers’ acceptances maturing within one year after such date and
      issued or accepted by any Lender or by any commercial bank organized under
      the
      laws of the United States of America or any state thereof or the District of
      Columbia that (a) is at least "adequately capitalized" (as defined in
      the
      regulations of its primary Federal banking regulator) and (b) has
      Tier 1 capital (as defined in such regulations) of not less than
      $500,000,000; (v) shares of any money market mutual fund that (a) has
      at least 95% of its assets invested continuously in the types of investments
      referred to in clauses (i) through (iii) above, (b) has net assets
      of
      not less than $1,000,000,000, and (c) has the highest rating obtainable
      from either S&P or Moody’s; (vi) short-term tax-exempt securities rated not
      lower than MIG-1/1+ by either Moody’s or S&P with provisions for liquidity
      or maturity accommodations of 183 days or less, (vii) investments in
      so-called "auction rate securities" rated AAA or higher by S&P or Aaa or
      higher by Moody’s and which have a reset date not more than 90 days from
      the acquisition thereof and (viii) any interest bearing account in Canadian
      dollars maintained with a Schedule A Bank in Canada.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    "Cash
      Interest Expense"
      means,
      for any period, Interest Expense for such period excluding, however, any
      interest expense not payable in Cash (including amortization of discount and
      amortization of debt issuance costs).

     

    "CDOR
      Rate"
      means,
      as of any day with respect to a BA Loan and the Interest Period selected by
      Borrower for such BA Loan, or otherwise as applicable, the per annum interest
      rate equal to (i) the average of the annual rates for Canadian Dollar bankers
      acceptances for a term equal to such Interest Period (or a term as closely
      possible comparable to such Interest Period) or such other specified period
      quoted (at approximately 10:00 a.m. (Toronto time) on such day) on the Reuters
      Monitor Money Rates Service, CDOR page "Canadian Interbank Bid BA Rates", and
      (ii) if such rate is not available on such day, the rate for such date will
      be
      the annual discount rate (rounded upward to the nearest whole multiple of 1/100
      of 1%) as of 10:00 a.m. (Toronto time) on such day at which Administrative
      Agent’s Toronto branch is then offering to purchase Canadian Dollar bankers
      acceptances for a term approximately equal to such Interest Period (or a term
      as
      closely possible comparable to such Interest Period), or such other specified
      period, accepted by it.

     

    "Change
      in Control"
      means
      any of the following: (i) any Person acting in concert with one or more
      other Persons (other than the Equity Investors) shall have acquired beneficial
      ownership, directly or indirectly, of Securities of Holdings (or other
      Securities convertible into such Securities) representing more than 50% of
      the
      combined voting power of all Securities of Holdings entitled to vote in the
      election of members of the Governing Body of Holdings, other than Securities
      having such power only by reason of the happening of a contingency;
      (ii) (A) prior to an IPO, Holdings shall cease to beneficially own and
      control 100% of the issued and outstanding shares of capital stock of Parent
      entitled (without regard to the occurrence of any contingency) to vote for
      the
      election of members of the Governing Body of Parent and, (B) after an IPO,
      Holdings shall cease to beneficially own and control at least 35% of the issued
      and outstanding shares of capital stock of Parent entitled (without regard
      to
      the occurrence of any contingency) to vote for the election of members of the
      Governing Body of Parent; (iii) the occurrence of a change in the
      composition of the Governing Body of Parent or Borrower such that a majority
      of
      the members of any such Governing Body are not Continuing Directors;
      (iv) the failure at any time of Parent to legally and beneficially own
      and
      control 100% of the issued and outstanding shares of capital stock of Borrower
      or the failure at any time of Parent to have the ability to elect all of the
      Governing Body of Borrower and (v) the occurrence of any "Change of
      Control" as defined in the Senior Subordinated Note Indenture, the Parent Junior
      Subordinated Note Indenture or any indenture governing any Permitted Additional
      Subordinated Financing. As used herein, the term "beneficially own" or
      "beneficial ownership" shall have the meaning set forth in the Exchange Act
      and
      the rules and regulations promulgated thereunder.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    "Class"
      means,
      as
      applied to Lenders, each of the following four classes of Lenders:
      (i) Lenders having Term Loan Exposure, (ii)  Lenders having Revolving
      Loan Exposure, (iii) Lenders having LC Facility Exposure, and
      (iv) Lenders having Synthetic Letter of Credit Exposure.
      

     

    "Closing
      Date"
      means
      October 16, 2002, the date on which the initial Loans were
      made.

     

    "Co-Arrangers"
      means
      Credit Suisse and J.P. Morgan Securities Inc.

     

    "Co-Documentation
      Agents"
      means
      Antares Capital Corporation, General Electric Capital Corporation and Calyon
      New
      York Branch.

     

    "Collateral"
      means,
      collectively, all of the real, personal and mixed property (including Capital
      Stock) in which Liens are purported to be granted pursuant to the Collateral
      Documents as security for the Obligations.

     

    "Collateral
      Access Agreement"
      means
      any landlord waiver, mortgagee waiver, bailee letter or any similar
      acknowledgement or agreement of any landlord or mortgagee in respect of any
      Real
      Property Asset where any Collateral is located or any warehouseman or processor
      in possession of any inventory or equipment of any Loan Party, substantially
      in
      the form of Exhibit XV
      annexed
      hereto, with such changes as may be agreed by Borrower and Administrative Agent
      in the reasonable exercise of its discretion.

                "Collateral
      Account"
      has the
      meaning assigned to that term in the Security Agreement.

     

    "Collateral
      Documents"
      means
      the Security Agreement, the Mortgages and all other instruments or documents
      delivered by any Loan Party pursuant to this Agreement or any of the other
      Loan
      Documents in order to grant to Administrative Agent, on behalf of Lenders,
      a
      Lien on any real, personal or mixed property of that Loan Party as security
      for
      the Obligations.

     

    "Commercial
      Letter of Credit"
      means
      any letter of credit or similar instrument issued for the purpose of providing
      the primary payment mechanism in connection with the purchase of any materials,
      goods or services by Borrower or any of its Subsidiaries in the ordinary course
      of business of Borrower or such Subsidiary.

     

    "Commitments"
      means
      the commitments of Lenders to make Loans as set forth in subsection 2.1A
      and subsection 3.3.

     

    "Compliance
      Certificate"
      means a
      certificate substantially in the form of Exhibit IX
      annexed
      hereto.

     

    "Concrete
      Construction Asset Sale"
      means
      the sale of all of the assets of Aluma Systems Concrete Construction, LLC,
      a
      Delaware limited liability company, to one or more Persons in one transaction
      or
      a series of transactions.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    "Contingent
      Obligation",
      as
      applied to any Person, means any direct or indirect liability, contingent or
      otherwise, of that Person (i) with respect to any Indebtedness, lease,
      dividend or other obligation of another if the primary purpose or intent thereof
      by the Person incurring the Contingent Obligation is to provide assurance to
      the
      obligee of such obligation of another that such obligation of another will
      be
      paid or discharged, or that any agreements relating thereto will be complied
      with, or that the holders of such obligation will be protected (in whole or
      in
      part) against loss in respect thereof, (ii) with respect to any letter
      of
      credit issued for the account of that Person or as to which that Person is
      otherwise liable for reimbursement of drawings, or (iii) under Hedge
      Agreements. Contingent Obligations shall include (a) the direct or indirect
      guaranty, endorsement (otherwise than for collection or deposit in the ordinary
      course of business), co-making, discounting with recourse or sale with recourse
      by such Person of the obligation of another, (b) the obligation to make
      take-or-pay or similar payments if required regardless of non-performance by
      any
      other party or parties to an agreement, and (c) any liability of such
      Person for the obligation of another through any agreement (contingent or
      otherwise) (1) to purchase, repurchase or otherwise acquire such obligation
      or any security therefor, or to provide funds for the payment or discharge
      of
      such obligation (whether in the form of loans, advances, stock purchases,
      capital contributions or otherwise) or (2) to maintain the solvency
      or any
      balance sheet item, level of income or financial condition of another if, in
      the
      case of any agreement described under subclauses (1) or (2) of this
      sentence, the primary purpose or intent thereof is as described in the preceding
      sentence. The amount of any Contingent Obligation shall be equal to the amount
      of the obligation so guaranteed or otherwise supported or, if less, the amount
      to which such Contingent Obligation is specifically limited.

     

    "Continuing
      Directors"
      means
      as of any date of determination, any member of the Board of Directors of Parent
      or Borrower who (i) was a member of such Board of Directors on the
      Restatement Date or (ii) was nominated for election or elected to such
      Board of Directors with the affirmative vote of a majority of the Continuing
      Directors who were members of such Board of Directors at the time of such
      nomination or election.

     

    "Contractual
      Obligation",
      as
      applied to any Person, means any provision of any Security issued by that Person
      or of any material indenture, mortgage, deed of trust, contract, undertaking,
      agreement or other instrument to which that Person is a party or by which it
      or
      any of its properties is bound or to which it or any of its properties is
      subject.

     

                "Credit-Linked
      Deposit"
      means,
      as
      to each Synthetic Letter of Credit Lender, the cash deposit made by such
      Synthetic Letter of Credit Lender pursuant to subsection 3.6A (or made
      by
      its (direct or indirect) predecessor in interest and acquired by such Synthetic
      Letter of Credit Lender upon assignment to it of all or any portion of another
      Synthetic Letter of Credit Lender’s rights and obligations under such other
      Lender’s Synthetic Letter of Credit Commitment pursuant to subsection 2.9
      or 10.1B, as the case may be), as such deposit may be (i) reduced from
      time
      to time pursuant to the terms of this Agreement and (ii) reduced or
      increased from time to time pursuant to assignments to or by such Synthetic
      Letter of Credit Lender pursuant to subsection 2.9 or 10.1B. The initial
      amount of each Synthetic Letter of Credit Lender’s Credit-Linked Deposit shall
      be equal to the amount of its Synthetic Letter of Credit Commitment on the
      First
      Amendment Effective Date (or on the date when it becomes a Synthetic Letter
      of
      Credit Lender pursuant to subsection 2.9 or 10.1B).

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    "Credit
      Suisse"
      has the
      meaning assigned to that term in the preamble to this Agreement.

     

    "Currency
      Agreement"
      means
      any foreign exchange contract, currency swap agreement, futures contract, option
      contract, synthetic cap or other similar agreement or arrangement to which
      Borrower or any of its Subsidiaries is a party.

     

    "Current
      Assets"
      means,
      as at any date of determination, the total assets of Borrower and its
      Subsidiaries on a consolidated basis which may properly be classified as current
      assets in conformity with GAAP, excluding Cash and Cash
      Equivalents.

     

    "Current
      Liabilities"
      means,
      as at any date of determination, the total liabilities of Borrower and its
      Subsidiaries on a consolidated basis which may properly be classified as current
      liabilities in conformity with GAAP.

     

    "Declined
      Proceeds"
      has the
      meaning assigned to that term in subsection 2.4B(iv)(c).

     

    "Deposit
      Account"
      means a
      demand, time, savings, passbook or similar account maintained with a Person
      engaged in the business of banking, including a savings bank, savings and loan
      association, credit union or trust company.

     

    "Discount
      Note"
      means a
      non-interest-bearing promissory note or depository note (within the meaning
      of
      the Depository
      Bills and Notes Act
      (Canada)) denominated in Canadian Dollars issued by Borrower to a Non-Acceptance
      Lender to evidence a BA Equivalent Loan.

     

    "Dollar
      Equivalent"
      means,
      on any date of determination, (a) with respect to any amount denominated in
      Dollars, such amount, and (b) with respect to any amount denominated in Canadian
      Dollars, the equivalent in Dollars of such amount as determined by
      Administrative Agent using the Exchange Rate.

     

    "Dollars"
      and the
      sign "$"
      mean
      the lawful money of the United States of America.

     

    "Domestic
      Subsidiary"
      means
      any Subsidiary of Borrower that is incorporated or organized under the laws
      of
      the United States of America, any state thereof or in the District of
      Columbia.

     

    "Draft"
      has the
      meaning assigned to that term in subsection 2.1F(vi).

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    "EBITDA"
      means,
      for any period, the sum, without duplication, of the amounts for such period
      of
      (i) Net Income, (ii) Interest Expense, (iii) provisions
      for taxes
      based on the income of Borrower and its Subsidiaries, (iv) total
      depreciation expense, (v) total amortization expense, (vi) any Additional
      Costs during such period, and (vii) other non-cash items (other than
      any
      such non-cash item to the extent it represents an accrual of or reserve for
      cash
      expenditures in any future period), but only, in the case of
      clauses (ii)-(vii), to the extent deducted in the calculation of Net
      Income, less
      other
      non-cash items added in the calculation of Net Income (other than any such
      non-cash item to the extent it results in the receipt of cash payments in any
      future period), all of the foregoing as determined on a consolidated basis
      for
      Borrower and its Subsidiaries in conformity with GAAP.

     

    "Eligible
      Assignee"
      means
      (i) any Lender, any Affiliate of any Lender and any Approved Fund of
      any
      Lender; and (ii) (a) a commercial bank organized under the laws
      of the
      United States or any state thereof; (b) a savings and loan association
      or
      savings bank organized under the laws of the United States or any state thereof;
      (c) a commercial bank organized under the laws of any other country
      or a
      political subdivision thereof; provided
      that
      (1) such bank is acting through a branch or agency located in the United
      States or (2) such bank is organized under the laws of a country that
      is a
      member of the Organization for Economic Cooperation and Development or a
      political subdivision of such country; and (d) any other entity that
      is an
      "accredited investor" (as defined in Regulation D under the Securities
      Act)
      that extends credit or buys loans as one of its businesses including insurance
      companies, mutual funds and lease financing companies; provided
      that
      neither Borrower nor any Affiliate of Borrower shall be an Eligible
      Assignee.

     

    "Employee
      Benefit Plan"
      means
      any "employee benefit plan" as defined in Section 3(3) of ERISA which
      is
      maintained or contributed to by Borrower, any of its Subsidiaries or any of
      their respective ERISA Affiliates, or with respect to which there is any
      potential outstanding liability of Borrower.

     

    "Environmental
      Claim"
      means
      any investigation, notice, notice of violation, claim, action, suit, proceeding,
      demand, abatement order or other order or directive (conditional or otherwise),
      by any Government Authority or any other Person, arising (i) pursuant
      to or
      in connection with any actual or alleged violation of any Environmental Law,
      (ii) in connection with any Hazardous Materials or any actual or alleged
      Hazardous Materials Activity, or (iii) in connection with any actual
      or
      alleged damage, injury, threat or harm to health, safety, natural resources
      or
      the environment.

     

    "Environmental
      Laws"
      means
      any and all current or future statutes, ordinances, orders, rules, regulations,
      guidance documents, judgments, Governmental Authorizations, or any other
      requirements of any Government Authority relating to (i) environmental
      matters, including those relating to any Hazardous Materials Activity,
      (ii) the generation, use, storage, transportation or disposal of Hazardous
      Materials, or (iii) occupational safety and health, industrial hygiene,
      land use or the protection of human, plant or animal health or welfare, in
      any
      manner applicable to Borrower or any of its Subsidiaries or any
      Facility.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    "Equity
      Contribution"
      has the
      meaning assigned to that term in the preliminary statements of this
      Agreement.

     

    "Equity
      Investors"
      means
      (a) the Sponsor and its Affiliates, (b) the other holders of equity
      interests in Holdings on the Restatement Date and (c) the directors, executive
      officers and other management employees of Holdings, Parent or Borrower on
      the
      Restatement Date. 

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and any successor thereto.

     

    "ERISA
      Affiliate",
      as
      applied to any Person, means (i) any corporation that is a member of
      a
      controlled group of corporations within the meaning of Section 414(b)
      of
      the Internal Revenue Code of which that Person is a member; (ii) any
      trade
      or business (whether or not incorporated) that is a member of a group of trades
      or businesses under common control within the meaning of Section 414(c)
      of
      the Internal Revenue Code of which that Person is a member; and (iii) any
      member of an affiliated service group within the meaning of Section 414(m)
      or (o) of the Internal Revenue Code of which that Person, any corporation
      described in clause (i) above or any trade or business described in
      clause (ii) above is a member. Any former ERISA Affiliate of a Person
      or
      any of its Subsidiaries shall continue to be considered an ERISA Affiliate
      of
      such Person or such Subsidiary within the meaning of this definition with
      respect to the period such entity was an ERISA Affiliate of such Person or
      such
      Subsidiary and with respect to liabilities arising after such period for which
      such Person or such Subsidiary could be liable under the Internal Revenue Code
      or ERISA.

     

    "ERISA
      Event"
      means
      (i) a "reportable event" within the meaning of Section 4043 of
      ERISA
      and the regulations issued thereunder with respect to any Pension Plan
      (excluding those for which the provision for 30-day notice to the PBGC has
      been
      waived by regulation); (ii) the failure to meet the minimum funding
      standard of Section 412 of the Internal Revenue Code with respect to
      any
      Pension Plan (whether or not waived in accordance with Section 412(d)
      of
      the Internal Revenue Code) or the failure to make by its due date a required
      installment under Section 412(m) of the Internal Revenue Code with respect
      to any Pension Plan or the failure to make any required contribution to a
      Multiemployer Plan; (iii) the provision by the administrator of any
      Pension
      Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to
      terminate such plan in a distress termination described in Section 4041(c)
      of ERISA; (iv) the withdrawal by Borrower, any of its Subsidiaries or
      any
      of their respective ERISA Affiliates from any Pension Plan with two or more
      contributing sponsors or the termination of any such Pension Plan, in either
      case which results in liability pursuant to Section 4063 or 4064 of
      ERISA;
      (v) the institution by the PBGC of proceedings to terminate any Pension
      Plan, or the occurrence of any event or condition which might constitute grounds
      under ERISA for the termination of, or the appointment of a trustee to
      administer, any Pension Plan; (vi) the imposition of liability on Borrower,
      any of its Subsidiaries or any of their respective ERISA Affiliates pursuant
      to
      Section 4062(e) or 4069 of ERISA or by reason of the application of
      Section 4212(c) of ERISA; (vii) the withdrawal of Borrower, any
      of its
      Subsidiaries or any of their respective ERISA Affiliates in a complete or
      partial withdrawal (within the meaning of Sections 4203 and 4205 of
      ERISA)
      from any Multiemployer Plan if there is any potential withdrawal liability
      therefor, or the receipt by Borrower,
      any of its Subsidiaries or any of their respective ERISA Affiliates of notice
      from any Multiemployer Plan that it is in reorganization or insolvency pursuant
      to Section 4241 or 4245 of ERISA, or that it intends to terminate or
      has
      terminated under Section 4041A or 4042 of ERISA; (viii) the assertion
      of a material claim (other than routine claims for benefits) against any
      Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
      or
      against Borrower, any of its Subsidiaries or any of their respective ERISA
      Affiliates in connection with any Employee Benefit Plan; (ix) receipt
      from
      the Internal Revenue Service of notice of the failure of any Pension Plan (or
      any other Employee Benefit Plan intended to be qualified under
      Section 401(a) of the Internal Revenue Code) to qualify under
      Section 401(a) of the Internal Revenue Code, or the failure of any trust
      forming part of any Pension Plan to qualify for exemption from taxation under
      Section 501(a) of the Internal Revenue Code; or (x) the imposition
      of
      a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue
      Code or pursuant to ERISA with respect to any Pension Plan. 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    "Event
      of Default"
      means
      each of the events set forth in Section 8.

     

    "Excess
      Cash Flow"
      means,
      for any period, an amount (if positive) equal to (i) the sum, without
      duplication, of the amounts for such period of (a) EBITDA and (b) the
      Working Capital Adjustment minus
      (ii) the sum, without duplication, of the amounts for such period of
      (a) voluntary and scheduled repayments of Total Debt made in cash
      (excluding repayments of Revolving Loans except to the extent the Revolving
      Loan
      Commitments are permanently reduced in connection with such repayments),
      (b) Capital Expenditures made in cash (net of any proceeds of any related
      financings with respect to such expenditures), (c) Cash Interest Expense,
      (d) the provision for current taxes based on the income of Borrower
      and its
      Subsidiaries and payable in cash with respect to such period, and (e) to
      the extent not included in the Working Capital Adjustment, (A) any
      Additional Costs actually paid in cash during such period, (B) any cash
      consideration paid by Borrower or any of its Subsidiaries in connection with
      any
      Permitted Acquisitions (net of any amount of Indebtedness incurred or assumed
      in
      connection therewith and except to the extent financed with the proceed of
      any
      issuance of equity Securities) actually made during such period and as and
      to
      the extent permitted under subsection 7.3(xi) or (xii), and
      (C) Restricted Junior Payments actually made in cash during such period
      and
      as and to the extent permitted under subsection 7.5.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended from time to time, and any
      successor statute.

                

                "Exchange
      Rate"
      means,
      on any date of determination, (a) for purposes of determining the Dollar
      Equivalent, the spot rate at which Canadian Dollars may be exchanged into
      Dollars one Business Day prior to the Restatement Date as set forth on the
      relevant Bloomberg Key Cross Currency Rate Page at approximately 11:00 a.m.
      (New
      York City time) or, if such spot rate is not available on the relevant Bloomberg
      Key Cross Currency Rate Page, such spot rate as quoted by Credit Suisse at
      approximately 11:00 a.m. (New York City time) and (b) for purposes of
      determining the Canadian Dollar Equivalent, the spot rate at which Dollars
      may
      be exchanged into Canadian Dollars one Business Day prior to the Restatement
      Date as set forth on the relevant Bloomberg Key Cross Currency Rate Page at
      approximately 11:00 a.m. (New York City time) or, if such spot rate is not
      available on the relevant Bloomberg Key Cross Currency Rate Page, such spot
      rate
      as quoted by Credit Suisse at approximately 11:00 a.m. (New York City time).
      If,
      on the day that is one Business Day prior to the Restatement Date, for any
      reason, no such spot rate is being quoted as set forth above, Administrative
      Agent may use any method it deems commercially reasonable and appropriate to
      determine such rate, and such determination shall be presumed correct absent
      manifest error.

     

    "Existing
      Credit Agreement"
      has the
      meaning assigned to that term in the preliminary statements to this
      Agreement.

     

    "Facilities"
      means
      any and all real property (including all buildings, fixtures or other
      improvements located thereon) now, hereafter or heretofore owned, leased,
      operated or used by any of the Loan Parties or any of their respective
      predecessors or Affiliates.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

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

     

    "Financial
      Plan"
      has the
      meaning assigned to that term in subsection 6.1(xii).

     

    "First
      Amendment Effective Date"
      means
      the effective date of the First Amendment and Limited Waiver dated as of
      February 3, 2004, to the Existing Credit Agreement.

     

    "First
      Priority"
      means,
      with respect to any Lien purported to be created in any Collateral pursuant
      to
      any Collateral Document, that (i) such Lien is perfected and has priority
      over any other Lien on such Collateral (other than Liens permitted pursuant
      to
      subsection 7.2) and
      (ii) such Lien is the only Lien (other than Liens permitted pursuant
      to
      subsection 7.2) to which such Collateral is subject.

     

    "Fiscal
      Quarter"
      means a
      fiscal quarter of any Fiscal Year.

     

    "Fiscal
      Year"
      means
      the fiscal year of the Loan Parties ending on December 31 of each calendar
      year. For purposes of this Agreement, any particular Fiscal Year shall be
      designated by reference to the calendar year in which such Fiscal Year
      ends.

     

    "Flood
      Hazard Property"
      means
      any Real Property Asset subject to a Mortgage located in an area designated
      by
      the Federal Emergency Management Agency as having special flood or mud slide
      hazards.

     

    "Foreign
      Subsidiary"
      means
      any Subsidiary of Borrower that is not a Domestic Subsidiary.

     

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

     


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    "Funding
      and Payment Office"
      means
      (i) the office of Administrative Agent and Swing Line Lender located
      at
      Eleven Madison Avenue, New York, New York 10010-3629 or (ii) such other
      office of Administrative Agent and Swing Line Lender as may from time to time
      hereafter be designated as such in a written notice delivered by Administrative
      Agent and Swing Line Lender to Borrower and each Lender.

     

    "Funding
      Date"
      means
      the date of the funding of a Loan.

     

    "GAAP"
      means,
      subject to the limitations on the application thereof set forth in
      subsection 1.2, generally accepted accounting principles set forth in
      opinions and pronouncements of the Accounting Principles Board of the American
      Institute of Certified Public Accountants and statements and pronouncements
      of
      the Financial Accounting Standards Board or in such other statements by such
      other entity as may be approved by a significant segment of the accounting
      profession, in each case as the same are applicable to the circumstances as
      of
      the date of determination.

     

    "Governing
      Body"
      means
      the board of directors or other body having the power to direct or cause the
      direction of the management and policies of a Person that is a corporation,
      partnership, trust or limited liability company.

     

    "Government
      Authority"
      means
      any political subdivision or department thereof, any other governmental or
      regulatory body, commission, central bank, board, bureau, organ or
      instrumentality or any court, in each case whether federal, state, local or
      foreign.

     

    "Governmental
      Authorization"
      means
      any permit, license, registration, authorization, plan, directive, consent,
      order or consent decree of or from, or notice to, any Government
      Authority.

     

    "Granting
      Lender"
      has the
      meaning assigned to that term in subsection 10.1B(iii).

     

    "Guaranties"
      means
      the Parent Guaranty and the Subsidiary Guaranty.

     

    "Hazardous
      Materials"
      means
      (i) any chemical, material or substance at any time defined as or included
      in the definition of "hazardous substances", "hazardous wastes", "hazardous
      materials", "extremely hazardous waste", "acutely hazardous waste", "radioactive
      waste", "biohazardous waste", "pollutant", "toxic pollutant", "contaminant",
      "restricted hazardous waste", "infectious waste", "toxic substances", or any
      other term or expression intended to define, list or classify substances by
      reason of properties harmful to health, safety or the indoor or outdoor
      environment (including harmful properties such as ignitability, corrosivity,
      reactivity, carcinogenicity, toxicity, reproductive toxicity, "TCLP toxicity"
      or
      "EP toxicity" or words of similar import under any applicable Environmental
      Laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived
      substance; (iii) any drilling fluids, produced waters and other wastes
      associated with the exploration, development or production of crude oil, natural
      gas or geothermal resources; (iv) any flammable substances or explosives;
      (v) any radioactive materials; (vi) any asbestos-containing materials;
      (vii) urea formaldehyde foam insulation; (viii) electrical equipment
      which contains any oil or dielectric fluid containing polychlorinated biphenyls;
      (ix) pesticides; and (x) any other chemical, material or substance,
      exposure to which is prohibited, limited or regulated by any Government
      Authority or which may or could pose a hazard to the health and safety of the
      owners, occupants or any Persons in the vicinity of any Facility or to the
      indoor or outdoor environment.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    "Hazardous
      Materials Activity"
      means
      any past, current, proposed or threatened activity, event or occurrence
      involving any Hazardous Materials, including the use, manufacture, possession,
      storage, holding, presence, existence, location, Release, threatened Release,
      discharge, placement, generation, transportation, processing, construction,
      treatment, abatement, removal, remediation, disposal, disposition or handling
      of
      any Hazardous Materials, and any corrective action or response action with
      respect to any of the foregoing.

     

    "Hedge
      Agreement"
      means
      an Interest Rate Agreement or a Currency Agreement designed to hedge against
      fluctuations in interest rates or currency values, respectively.

     

    "Holdings"
      means
      Brand Holdings, LLC, a Delaware limited liability company.

     

    "Indebtedness",
      as
      applied to any Person, means (i) all indebtedness for borrowed money,
      (ii) that portion of obligations with respect to Capital Leases that
      is
      properly classified as a liability on a balance sheet in conformity with GAAP,
      (iii) notes payable and drafts accepted representing extensions of credit
      whether or not representing obligations for borrowed money, (iv) any
      obligation owed for all or any part of the deferred purchase price of property
      or services (excluding any such obligations incurred under ERISA), which
      purchase price is (a) due more than six months from the date of incurrence
      of the obligation in respect thereof or (b) evidenced by a note or similar
      written instrument, and
      (v) all indebtedness secured by any Lien on any property or asset owned
      or
      held by that Person regardless of whether the indebtedness secured thereby
      shall
      have been assumed by that Person or is nonrecourse to the credit of that Person.
      Obligations under Interest Rate Agreements and Currency Agreements constitute
      (1) in the case of Hedge Agreements, Contingent Obligations, and
      (2) in all other cases, Investments, and in neither case constitute
      Indebtedness.

     

    "Indemnified
      Liabilities"
      has the
      meaning assigned to that term in subsection 10.3.

     

    "Indemnitee"
      has the
      meaning assigned to that term in subsection 10.3.

     

    "Intellectual
      Property"
      means
      all patents, trademarks, tradenames, copyrights, technology, software, know-how
      and processes used in or necessary for the conduct of the business of Borrower
      and its Subsidiaries as currently conducted that are material to the condition
      (financial or otherwise), business or operations of Borrower and its
      Subsidiaries, taken as a whole.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    "Interest
      Expense"
      means,
      for any period, total interest expense (including that portion attributable
      to
      Capital Leases in accordance with GAAP and capitalized interest) of Borrower
      and
      its Subsidiaries on a consolidated basis with respect to all outstanding
      Indebtedness of Borrower and its Subsidiaries, including all commissions,
      discounts and other fees and charges owed with respect to letters of credit
      and
      bankers’ acceptance financing, net costs under Interest Rate Agreements and
      amounts referred to in subsection 2.3 payable to Administrative Agent
      and
      Lenders that is considered interest expense in accordance with GAAP, but
      excluding, however, any such amounts referred to in subsection 2.3 on or before
      the Closing Date.

     

    "Interest
      Payment Date"
      means
      (i) with respect to any Base Rate Loan or Canadian Prime Rate Loan,
      the
      last Business Day of March, June, September and December of each year,
      commencing on the first such date to occur after the Closing Date, and
      (ii) with respect to any LIBOR Rate Loan, the last day of each Interest
      Period applicable to such Loan; provided
      that in
      the case of each Interest Period of longer than three months "Interest Payment
      Date" shall also include each date that is three months, or a multiple thereof,
      after the commencement of such Interest Period.

     

    "Interest
      Period"
      has the
      meaning assigned to that term in subsection 2.2B.

     

    "Interest
      Rate Agreement"
      means
      any interest rate swap agreement, interest rate cap agreement, interest rate
      collar agreement or other similar agreement or arrangement to which Parent
      or
      any of its Subsidiaries is a party.

     

    "Interest
      Rate Determination Date",
      with
      respect to any Interest Period for LIBOR Rate Loans, means the second Business
      Day prior to the first day of such Interest Period.

     

    "Interest
      Rate Differential"
      means
      an amount (expressed as a percentage per annum) determined from time to time
      by
      Administrative Agent in consultation with Borrower that represents the excess
      of
      the Adjusted LIBOR Rate at the time of determination over the rate of return
      per
      annum payable to the Synthetic Letter of Credit Lenders by Administrative Agent
      on the Credit-Linked Deposits at such time. On the Restatement Date, the
      Interest Rate Differential is 0.10% per annum.

     

    "Internal
      Revenue Code"
      means
      the Internal Revenue Code of 1986, as amended to the date hereof and from time
      to time hereafter, and any successor statute.

     

    "Investment"
      means
      (i) any direct or indirect purchase or other acquisition by Parent or
      any
      of its Subsidiaries of, or of a beneficial interest in, any Securities of any
      other Person (including any Subsidiary of Borrower), (ii) any direct
      or
      indirect redemption, retirement, purchase or other acquisition for value, by
      any
      Subsidiary of Borrower from any Person other than Borrower or any of its
      Subsidiaries, of any equity Securities of such Subsidiary, (iii) any
      direct
      or indirect loan, advance (other than advances to employees for moving,
      entertainment and travel expenses, drawing accounts and similar expenditures
      in
      the ordinary course of business) or capital contribution by Parent or any of
      its
      Subsidiaries to any other Person, including all indebtedness and accounts
      receivable from that other Person that are not current assets or did not arise
      from sales to that other Person in the ordinary course of business, or
      (iv) Interest Rate Agreements or Currency Agreements not constituting
      Hedge
      Agreements. The amount of any Investment shall be the original cost of such
      Investment plus
      the cost
      of all additions thereto, without any adjustments for increases or decreases
      in
      value, or write-ups, write-downs or write-offs with respect to such Investment
      (other than adjustments for the repayment of, or the refund of capital with
      respect to, the original principal amount of any such Investment).

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    "IP
      Collateral"
      means,
      collectively, the Intellectual Property that constitutes Collateral under the
      Security Agreement.

     

    "Issuing
      Lender"
      means
      any Revolving Issuing Lender, LC Facility Issuing Lender or Synthetic Letter
      of
      Credit Issuing Lender. 

     

    "IPO"
      means
      any initial public offering of the common stock of Parent.

     

    "Joint
      Venture"
      means a
      joint venture, partnership or other similar arrangement, whether in corporate,
      partnership or other legal form.

     

    "LC
      Facility Certificate of Deposit"
      has the
      meaning assigned to that term in subsection 3.1C.

     

    "LC
      Facility Commitment"
      means
      the commitment of a LC Facility Lender to acquire participations in LC Facility
      Letters of Credit and make LC Facility Loans pursuant to subsection 2.1A(v),
      and
      "LC Facility Commitments" means such commitments of all LC Facility Lenders
      in
      the aggregate.

     

    "LC
      Facility Exposure",
      with
      respect to any LC Facility Lender, means, as of any date of determination (i)
      prior to the termination of the LC Facility Commitments, that LC Facility
      Lender’s LC Facility Commitment, and (ii) after the termination of the LC
      Facility Commitments, the sum of (a) the aggregate outstanding principal amount
      of the LC Facility Loans of that LC Facility Lender plus
      (b) in
      the event that LC Facility Lender is a LC Facility Issuing Lender, the aggregate
      LC Facility Letter of Credit Usage in respect of all LC Facility Letters of
      Credit issued by that LC Facility Lender (in each case net of any participations
      purchased by other LC Facility Lenders in such LC Facility Letters of Credit
      or
      in any unreimbursed drawings thereunder) plus
      (c) the
      aggregate amount of all participations purchased by that LC Facility Lender
      in
      any outstanding LC Facility Letters of Credit or any unreimbursed drawings
      under
      any LC Facility Letters of Credit.

     

                "LC
      Facility Issuing Lender"
      means
      the LC Facility Lender that agrees or is otherwise obligated to issue such
      Letter of Credit, determined as provided in subsection 3.1B.

     

    "LC
      Facility Lender"
      means a
      Lender that has a LC Facility Commitment and/or that has an outstanding LC
      Facility Loan.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    "LC
      Facility Letter of Credit"
      or
      "LC
      Facility Letters of Credit"
      means
      Standby Letters of Credit issued or to be issued by LC Facility Issuing Lenders
      pursuant to subsection 3.1.

     

    "LC
      Facility Letter of Credit Reimbursement Date"
      has the
      meaning assigned to that term in subsection 3.3B(ii).

     

    "LC
      Facility Letter of Credit Usage"
      means,
      as at any date of determination, the sum of (i) the maximum aggregate amount
      which is or at any time thereafter may become available for drawing under all
      LC
      Facility Letters of Credit then outstanding plus
      (ii) the
      aggregate amount of all drawings under LC Facility Letters of Credit honored
      by
      LC Facility Issuing Lenders and not theretofore reimbursed by
      Borrower.

     

    "LC
      Facility Loans"
      means
      the loans deemed made by LC Facility Lenders to Borrower pursuant to
      subsection 3.3B and subsection 3.3C.

     

    "LC
      Facility Notes"
      means
(i) the
      promissory notes of Borrower issued pursuant to subsection 2.1E(i)(1)(c)
      on
      the Closing Date and/or (ii) any promissory notes issued by Borrower
      pursuant to the second to last sentence of subsection 10.1B(i) in
      connection with assignments of the LC Facility Commitments and LC Facility
      Loans
      of any LC Facility Lenders, in each case substantially in the form of
Exhibit VII
      annexed
      hereto, as they may be amended, restated, supplemented or otherwise modified
      from time to time.

     

    "Leasehold
      Property"
      means
      any leasehold interest of any Loan Party as lessee under any lease of real
      property.

     

    "Lender"
      and
      "Lenders"
      means
      the Persons identified as "Lenders" and listed on the signature pages of the
      Amendment Agreement, together with their successors and permitted assigns
      pursuant to subsection 10.1, and the term "Lenders" shall include Swing
      Line Lender unless the context otherwise requires; provided
      that the
      term "Lenders",
      when
      used in the context of a particular Commitment, shall mean Lenders having that
      Commitment.

     

    "Lender
      Deposit"
      means
      an
      LC Facility Certificate of Deposit or a Credit-Linked Deposit.

     

    "Letter
      of Credit"
      and
      "Letters
      of Credit"
      means
      (i) Revolving Letters of Credit, (ii) LC Facility Letters of
      Credit
      and (iii) Synthetic Letters of Credit.

     

    "Leverage
      Ratio"
      means,
      as at any date, the ratio of (a) Total Debt as at such date (other than
      for
      purposes of determining the rate of interest on Loans pursuant to subsection
      2.2A, net of the aggregate amount of Cash and Cash Equivalents on hand as at
      such date of Borrower and its Domestic Subsidiaries) to (b) EBITDA for the
      consecutive four Fiscal Quarters ending on such date.

     

    "LIBOR
      Rate Loans"
      means
      Loans bearing interest at rates determined by reference to the Adjusted LIBOR
      Rate as provided in subsection 2.2A.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    "LIBOR
      Rate Margin"
      means
      the margin over the Adjusted LIBOR Rate used in determining the rate of interest
      on LIBOR Rate Loans pursuant to subsection 2.2A.

     

    "Lien"
      means
      any lien, mortgage, pledge, assignment, security interest, charge or encumbrance
      of any kind (including any conditional sale or other title retention agreement,
      any lease in the nature thereof, and any agreement to give any security
      interest) and any option, trust or other preferential arrangement having the
      practical effect of any of the foregoing.

     

    "Loan"
      or
      "Loans"
      means
      one or more of the Term Loans, Revolving Loans, Swing Line Loans, LC Facility
      Loans or Synthetic Letter of Credit Loans or any combination thereof.


     

    "Loan
      Documents"
      means
      the Amendment Agreement, this Agreement, the Notes, the Letters of Credit (and
      any applications for, or reimbursement agreements or other documents or
      certificates executed by Borrower in favor of an Issuing Lender relating to,
      the
      Letters of Credit), the Guaranties and the Collateral Documents.

     

    "Loan
      Party"
      means
      each of Parent, Borrower and any of Borrower’s Subsidiaries from time to time
      executing a Loan Document, and the "Loan Parties" means all such Persons,
      collectively.

     

    "Margin
      Stock"
      has the
      meaning assigned to that term in Regulation U of the Board of Governors of
      the
      Federal Reserve System as in effect from time to time.

     

    "Material
      Adverse Effect"
      means
      (i) a material adverse effect upon the business, operations, properties,
      assets or condition (financial or otherwise) of Parent and its Subsidiaries
      taken as a whole or (ii) the material impairment of the ability of any
      Loan
      Party to perform, or of Administrative Agent or Lenders to enforce, the
      Obligations. 

     

    "Material
      Contract"
      means
      any contract or other arrangement to which Parent or any of its Subsidiaries
      is
      a party (other than the Loan Documents) for which breach, nonperformance,
      cancellation or failure to renew could reasonably be expected to have a Material
      Adverse Effect.

     

    "Material
      Real Property"
      means,
      as of any date of determination, (i) any fee interest in real property of any
      Loan Party having a fair market value of $4,000,000 or more and (ii) a Leasehold
      Property reasonably determined by Administrative Agent to be of material value
      as Collateral or of material importance to the operations of Borrower and where
      Borrower or any Subsidiary Guarantor holds on a regular basis at such Leasehold
      Property personal property with a fair market value in excess of (or such
      Borrower or Subsidiary Guarantor anticipates that the fair market value of
      such
      personal property held on a regular basis will, at any time during the term
      of
      such lease, exceed) $10,000,000.

     

    "Material
      Subsidiary"
      means
      any Domestic Subsidiary which, on a consolidated basis for such Domestic
      Subsidiary and its Subsidiaries, holds, owns or contributes, as the case may
      be,
      5% or more of the gross revenues, assets or EBITDA of Borrower and its
      Subsidiaries, on a consolidated basis.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    "Maturing
      Amount"
      has the
      meaning assigned to that term in subsection 2.1F(iv).

     

    "Maximum
      Consolidated Net Capital Expenditures Amount"
      has the
      meaning assigned to that term in subsection 7.8.

     

                "Mortgage"
      means
      (i) a security instrument (whether designated as a deed of trust or
      a
      mortgage or by any similar title) executed and delivered by any Loan Party,
      substantially in the form agreed upon by Borrower and Administrative Agent
      as of
      the Closing Date or in such other form as may be approved by Administrative
      Agent in its sole discretion, in each case with such changes thereto as may
      be
      recommended by Administrative Agent’s local counsel based on local laws or
      customary local mortgage or deed of trust practices, or (ii) at
      Administrative Agent’s option, in the case of an Additional Mortgaged Property,
      an amendment to an existing Mortgage, in form satisfactory to Administrative
      Agent, adding such Additional Mortgaged Property to the Real Property Assets
      encumbered by such existing Mortgage, in either case as such security instrument
      or amendment may be amended, supplemented or otherwise modified from time to
      time. "Mortgages" means all such instruments.

     

    "Multiemployer
      Plan"
      means
      any Pension Plan that is a "multiemployer plan" as defined in Section 3(37)
      of ERISA.

     

    "Net
      Asset Sale Proceeds",
      with
      respect to any Asset Sale, means Cash payments (including any Cash received
      by
      way of deferred payment pursuant to, or by monetization of, a note receivable
      or
      otherwise, but only as and when so received) received from such Asset Sale,
      net
      of any bona fide direct costs, fees and expenses incurred in connection with
      such Asset Sale, including, without limitation, (i) income taxes reasonably
      estimated to be actually payable within two years of the date of such Asset
      Sale
      as a result of any gain recognized in connection with such Asset Sale,
      (ii) payment of the outstanding principal amount of, premium or penalty,
      if
      any, and interest on any Indebtedness (other than the Loans) that is secured
      by
      a Lien on the stock or assets in question and that is required to be repaid
      under the terms thereof as a result of such Asset Sale and (iii) all
      reasonable and customary legal, investment banking, brokerage, accounting and
      other professional fees, sales commissions and disbursements and all other
      reasonable fees, expenses and charges, in each case actually incurred in
      connection with such Asset Sale.

     

    "Net
      Debt Securities Proceeds"
      has the
      meaning assigned to that term in subsection 2.4B(iii)(d).

     

    "Net
      Equity Securities Proceeds"
      has the
      meaning assigned to that term in subsection 2.4B(iii)(c).

     

    "Net
      Income"
      means,
      for any period, the net income (or loss) of Borrower and its Subsidiaries on
      a
      consolidated basis for such period taken as a single accounting period
      determined in conformity with GAAP; provided
      that
      there shall be excluded (i) the income (or loss) of any Person (other
      than
      a Subsidiary of Borrower) in which any other Person (other than Borrower or
      any
      of its Subsidiaries) has a joint interest, except to the extent of the amount
      of
      dividends or other distributions actually paid to Borrower or any of its
      Subsidiaries by such Person during such period, (ii) the income (or
      loss)
      of any Person accrued prior to the date it becomes a Subsidiary of Borrower
      or
      is merged into or consolidated with Borrower or any of its Subsidiaries or
      that
      Person’s assets are acquired by Borrower or any of its Subsidiaries,
      (iii) the income of any Subsidiary of Borrower to the extent that the
      declaration or payment of dividends or similar distributions by that Subsidiary
      of that income is not at the time permitted by operation of the terms of its
      charter or any agreement, instrument, judgment, decree, order, statute, rule
      or
      governmental regulation applicable to that Subsidiary, (iv) any after-tax
      gains or losses attributable to asset sales or returned surplus assets of any
      Pension Plan, and (v) (to the extent not included in clauses
      (i) through (iv) above) any net extraordinary gains or net non-cash
      extraordinary losses.

     


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    "Net
      Insurance/Condemnation Proceeds"
      means
      any Cash payments or proceeds received by Parent or any of its Subsidiaries
      (i) under any business interruption or casualty insurance policy in
      respect
      of a covered loss thereunder or (ii) as a result of the taking of any
      assets of Parent or any of its Subsidiaries by any Person pursuant to the power
      of eminent domain, condemnation or otherwise, or pursuant to a sale of any
      such
      assets to a purchaser with such power under threat of such a taking, in each
      case net of any actual and reasonable documented costs incurred by Parent or
      any
      of its Subsidiaries in connection with the adjustment or settlement of any
      claims of Parent or such Subsidiary in respect thereof and any proceeds or
      awards required to be paid to a creditor (other than Lenders) which holds a
      first-priority Lien permitted under the Loan Documents on the property which
      is
      the subject of such casualty or condemnation event described above.

     

    "New
      Business’’
      means,
      with respect to any Permitted Acquisition, the property, assets or business
      acquired by Borrower or any of its Subsidiaries in such Permitted
      Acquisition.

     

    "Non-Acceptance
      Lender"
      means a
      Supplemental Canadian Dollar Term B Lender that does not accept Bankers’
      Acceptances.

     

    "Non-US
      Lender"
      means a
      Lender that is organized under the laws of any jurisdiction other than the
      United States or any state or other political subdivision thereof.

     

    "Notes"
      means
      one or more of the Term Notes, Revolving Notes, Swing Line Note or LC Facility
      Notes or any combination thereof.

     

    "Notice
      of Borrowing"
      means a
      notice substantially in the form of Exhibit I
      annexed
      hereto.

     

    "Notice
      of Conversion/Continuation"
      means a
      notice substantially in the form of Exhibit II
      annexed
      hereto.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    "Obligations"
      means
      all obligations of every nature of each Loan Party from time to time owed to
      Administrative Agent, any other Agent, Lenders or any of them under the Loan
      Documents, whether for principal, interest, reimbursement of amounts drawn
      under
      Letters of Credit, fees, expenses, indemnification or otherwise.

     

    "Officer"
      means
      the president, chief executive officer, a vice president, chief financial
      officer, treasurer, general partner (if an individual), managing member (if
      an
      individual) or other individual appointed by the Governing Body or the
      Organizational Documents of a corporation, partnership, trust or limited
      liability company to serve in a similar capacity as the foregoing. 

     

    "Officer’s
      Certificate",
      as
      applied to any Person that is a corporation, partnership, trust or limited
      liability company, means a certificate executed on behalf of such Person by
      one
      or more Officers of such Person or one or more Officers of a general partner
      or
      a managing member if such general partner or managing member is a corporation,
      partnership, trust or limited liability company.

     

    "Operating
      Lease",
      as
      applied to any Person, means any lease (including leases that may be terminated
      by the lessee at any time) of any property (whether real, personal or mixed)
      that is not a Capital Lease other than any such lease under which that Person
      is
      the lessor.

     

    "Organizational
      Documents"
      means
      the documents (including Bylaws, if applicable) pursuant to which a Person
      that
      is a corporation, partnership, trust or limited liability company is organized.
      

     

    "Parent"
      means
      Brand Intermediate Holdings, Inc., a Delaware corporation.

     

    "Parent
      Certificate of Incorporation"
      means
      the Second Amended and Restated Certificate of Incorporation of Parent, in
      the
      form delivered to Administrative Agent and Lenders prior to the execution of
      the
      Amendment Agreement and as such Second Amended and Restated Certificate of
      Incorporation may be further amended from time to time thereafter to the extent
      permitted under subsection 7.12.

     

    "Parent
      Guaranty"
      means
      the Parent Guaranty dated as of the Closing Date, entered into by Parent in
      favor of Administrative Agent for the benefit of Lenders, a copy of which is
      attached as Exhibit
      XIV
      hereto,
      as such Parent Guaranty may be amended, restated, supplemented or otherwise
      modified from time to time.

     

    "Parent
      Junior Subordinated Note Indenture" means
      that certain Indenture dated
      as
      of the Closing Date, between Parent, as issuer, and The Bank of New York Trust
      Company of Florida, N.A., as trustee, as such Indenture may be amended,
      restated, supplemented or otherwise modified from time to time to the extent
      permitted under subsection 7.12.

     

    "Parent
      Junior Subordinated Notes"
      means
      the 13% Senior Subordinated Pay-in-Kind Notes due 2013 of Parent issued pursuant
      to the Parent Junior Subordinated Note Indenture.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    "Parent
      Junior Subordinated Notes Issue Date"
      means
      October 16, 2002.

     

    "Participant"
      means a
      purchaser of a participation in the rights and obligations under this Agreement
      pursuant to subsection 10.1C.

     

    "Patriot
      Act"
      means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act).

     

    "PBGC"
      means
      the Pension Benefit Guaranty Corporation or any successor thereto.

     

    "Pension
      Plan"
      means
      any Employee Benefit Plan, other than a Multiemployer Plan, that is subject
      to
      Section 412 of the Internal Revenue Code or Section 302 of
      ERISA.

     

    "Permitted
      Acquisition"
      means
      any acquisition, by purchase or otherwise, of all or substantially all of the
      business, property or fixed assets of, or stock or other evidence of beneficial
      ownership of, any Person or any division or line of business of any Person
      by
      Borrower or any of its Subsidiaries permitted under and made in accordance
      with
      subsection 7.3(xi) or (xii).

     

    "Permitted
      Acquisition Closing Date"
      has the
      meaning assigned to that term in subsection 7.3(xi).

     

    "Permitted
      Additional Subordinated Financing"
      means
      the issuance by Borrower of unsecured Indebtedness that (i) is expressly
      subordinated to the prior payment in full in cash of the Secured Obligations
      (as
      defined in the Security Agreement) on terms and conditions no less favorable
      to
      Lenders than the terms and conditions set forth in the Senior Subordinated
      Notes, (ii) will not mature prior to the date that is one year after the Term
      Loan Maturity Date, (iii) has no scheduled amortization or payments of principal
      prior to the Term Loan Maturity Date, and (iv) has covenant, default and remedy
      provisions no more restrictive, or mandatory prepayment, repurchase or
      redemption provisions no more onerous or expansive in scope, taken as a whole,
      than those set forth in the Senior Subordinated Notes.

     

    "Permitted
      Encumbrances"
      means
      the following types of Liens (excluding any such Lien imposed pursuant to
      Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA,
      any
      such Lien relating to or imposed in connection with any Environmental Claim
      but
      including any of the foregoing to the extent such Liens are not delinquent
      or
      are being contested in good faith by appropriate proceedings and excluding
      any
      such Lien expressly prohibited by any applicable terms of any of the Collateral
      Documents):

     

    (i)  Liens
      for
      taxes, assessments or governmental charges or claims the payment of which is
      not, at the time, required by subsection 6.3;

     

    (ii)  statutory
      Liens of landlords, Liens of collecting banks under the UCC on items in the
      course of collection, statutory Liens and rights of set-off of banks, statutory
      Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen,
      and other Liens imposed by law, in each case incurred in the ordinary course
      of
      business (a) for amounts not yet overdue or (b) for amounts that
      are
      overdue and that (in the case of any such amounts overdue for a period in excess
      of 30 days) are being contested in good faith by appropriate proceedings,
      so long as (1) such reserves or other appropriate provisions, if any,
      as
      shall be required by GAAP shall have been made for any such contested amounts,
      and (2) in the case of a Lien with respect to any portion of the
      Collateral, such contest proceedings conclusively operate to stay the sale
      of
      any portion of the Collateral on account of such Lien;

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    (iii)  Liens
      incurred or deposits made in the ordinary course of business in connection
      with
      workers’ compensation, unemployment insurance and other types of governmental
      insurance benefits or social security, or to secure the performance of tenders,
      statutory obligations, insurance obligations, surety and appeal 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), so long as no foreclosure, sale or similar proceedings have
      been commenced with respect to any portion of the Collateral on account
      thereof;

     

    (iv)  any
      attachment or judgment Lien not constituting an Event of Default under
      subsection 8.8;

     

    (v)  (a) licenses
      (with respect to Intellectual Property and other property), leases (other than
      leases of scaffolding equipment) or subleases granted to third parties in
      accordance with any applicable terms of the Collateral Documents and not
      interfering in any material respect with the ordinary conduct of the business
      of
      Borrower or any of its Subsidiaries or resulting in a material diminution in
      the
      value of any Collateral as security for the Obligations and (b) leases
      of
      scaffolding equipment granted to customers of Borrower or any of its
      Subsidiaries in the ordinary conduct of the business of Borrower or any such
      Subsidiary;

     

    (vi)  (a)
      easements, rights-of-way, restrictions, encroachments, and other minor defects
      or irregularities in title, in each case which do not and will not interfere
      in
      any material respect with the ordinary conduct of the business of Borrower
      or
      any of its Subsidiaries or result in a material diminution in the value of
      any
      Collateral as security for the Obligations; and (b) in the case of any property
      covered by a Mortgage, encumbrances disclosed in the title insurance policy
      issued to, and reasonably approved by, Administrative Agent;

     

    (vii)  any
      (a) interest or title of a lessor or sublessor under any lease not
      prohibited by this Agreement, (b) Lien or restriction that the interest
      or
      title of such lessor or sublessor may be subject to, or (c) subordination
      of the interest of the lessee or sublessee under such lease to any Lien or
      restriction referred to in the preceding clause (b), so long as the
      holder
      of such Lien or restriction agrees to recognize the rights of such lessee or
      sublessee under such lease;

     

    (viii)  Liens
      arising from filing UCC financing statements relating solely to leases not
      prohibited by this Agreement; 

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

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


     

    (x)  any
      zoning or similar law or right reserved to or vested in any governmental office
      or agency to control or regulate the use of any real property;

     

    (xi)  Liens
      granted pursuant to the Collateral Documents; and

     

    (xii)  Liens
      securing obligations (other than obligations representing Indebtedness for
      borrowed money) under operating, reciprocal easement or similar agreements
      entered into in the ordinary course of business of Borrower and its
      Subsidiaries.

     

    "Person"
      means
      and includes natural persons, corporations, limited partnerships, general
      partnerships, limited liability companies, limited liability partnerships,
      joint
      stock companies, Joint Ventures, associations, companies, trusts, banks, trust
      companies, land trusts, business trusts or other organizations, whether or
      not
      legal entities, and governments (whether federal, state or local, domestic
      or
      foreign, and including political subdivisions thereof) and agencies or other
      administrative or regulatory bodies thereof.

     

    "Pledged
      Collateral"
      means,
      collectively, the "Pledged Shares" and the "Pledged Debt", each as defined
      in
      the Security Agreement.

     

    "Potential
      Event of Default"
      means a
      condition or event that, after notice or lapse of time or both, would constitute
      an Event of Default.

     

    "Pricing
      Certificate"
      means
      an Officer’s Certificate of Borrower certifying the Leverage Ratio as at the
      last day of any Fiscal Quarter and setting forth the calculation of such
      Leverage Ratio in reasonable detail, which Officer’s Certificate may be
      delivered to Administrative Agent at any time on or after the date of delivery
      by Borrower of the Compliance Certificate with respect to the period ending
      on
      the last day of such Fiscal Quarter.

     

    "Prime
      Rate"
      means
      the rate of interest per annum determined from time to time by Administrative
      Agent as its prime rate in effect at its principal office in New York City
      and
      notified to Borrower. The Prime Rate is a reference rate and does not
      necessarily represent the lowest or best rate actually charged to any customer.
      Administrative Agent or any other Lender may make commercial loans or other
      loans at rates of interest at, above or below the Prime Rate.

     

    "Proceedings"
      means
      any action, suit, proceeding (whether administrative, judicial or otherwise),
      governmental investigation or arbitration.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    "Property
      Sale-Leaseback"
      means
      any sale or transfer of real property acquired after the Closing Date (other
      than any such real property acquired in a Permitted Acquisition) by Borrower
      or
      any of its Subsidiaries to any other Person and with respect to which Borrower
      or any such Subsidiary becomes and remain liable as lessee, guarantor or other
      surety with respect to any such lease.

     

    "Pro
      Forma Basis"
      means,
      as of any date of determination, the compliance of Borrower with the financial
      covenants set forth in subsection 7.6A and 7.6B as of the last day of the four
      Fiscal Quarter period most recently ended prior to such date of determination
      for which the relevant financial information is available (the "Compliance
      Period"),
      after
      giving effect on a pro
      forma
      basis to
      any Permitted Acquisitions made during such Compliance Period and any
      dispositions made during such Compliance Period (other than sales of inventory
      in the ordinary course of business and dispositions of obsolete equipment)
      on
      the following basis:

     

    (i) any
      Indebtedness incurred or assumed by Borrower or any of its Subsidiaries in
      connection with such Permitted Acquisitions and any Indebtedness repaid in
      connection with such Permitted Acquisitions or dispositions shall be deemed
      to
      have been incurred or repaid, respectively, as of the first day of the
      Compliance Period; 

     

    (ii) if
      such
      Indebtedness incurred or assumed by Borrower or any of its Subsidiaries in
      connection with such Permitted Acquisitions has a floating or formula rate,
      then
      the rate of interest for such Indebtedness for the applicable period shall
      be
      computed as if the rate in effect for such Indebtedness on the relevant
      measurement date had been the applicable rate for the entire applicable
      period;

     

    (iii) income
      statement items (whether positive or negative) attributable to the property
      or
      business acquired or disposed of in such Permitted Acquisitions or dispositions
      shall be included as if such acquisitions or dispositions took place on the
      first day of such Compliance Period on a pro
      forma basis;
      and

     

    (iv) any
      historical extraordinary non-recurring costs or expenses or other verifiable
      costs or expenses that will not continue after the acquisition or disposition
      date may be eliminated and other expenses and cost reductions may be reflected
      on a basis consistent with Regulation S-X promulgated by the Securities and
      Exchange Commission; provided
      that,
      notwithstanding anything to the contrary contained in Regulation S-X, the
pro
      forma
      adjustments for prospective synergies and cost reductions disclosed to Lenders
      in the Confidential Information Memorandum dated June 2005 shall be
      permitted so long as such pro
      forma
      adjustments are (a) directly attributable to the Aluma Acquisition, (b) expected
      to have a continuing impact on Borrower and its Subsidiaries and (c) factually
      supportable.

     

    With
      respect to any such Permitted Acquisitions, such pro
      forma
      calculations shall be based on the audited or reviewed financial results to
      the
      extent delivered in compliance with subsection 7.3(xi) or (xii). All
pro
      forma adjustments
      shall be approved for use in such calculations by Administrative
      Agent.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    "Pro
      Rata Share"
      means
      (i) with respect to all payments, computations and other matters relating
      to the Term Loan of any Lender, the percentage obtained by dividing (x) the
      Term Loan Exposure of that Lender by (y) the aggregate Term Loan Exposure
      of all Lenders, (ii) with respect to all payments, computations and
      other
      matters relating to the Supplemental Term B Loan of any Lender, the percentage
      obtained by dividing (x) the Supplemental Term B Loan Exposure of that
      Lender by (y) the aggregate Supplemental Term B Loan Exposure of all
      Lenders, (iii) with respect to all payments, computations and other matters
      relating to the Supplemental Canadian Dollar Term B Loan of any Lender, the
      percentage obtained by dividing (x) the Supplemental Canadian Dollar
      Term B
      Loan Exposure of that Lender by (y) the aggregate Supplemental Canadian
      Dollar Term B Loan Exposure of all Lenders, (iv) with respect to all payments,
      computations and other matters relating to the Revolving Loan Commitment or
      the
      Revolving Loans of any Lender or any Revolving Letters of Credit issued or
      participations therein deemed purchased by any Lender or any assignments of
      any
      Swing Line Loans deemed purchased by any Lender, the percentage obtained by
      dividing (x) the Revolving Loan Exposure of that Lender by (y) the
      aggregate Revolving Loan Exposure of all Lenders, (v) with respect to
      all
      payments, computations and other matters relating to the LC Facility Commitment
      or the LC Facility Loans of any LC Facility Lender or any LC Facility Letters
      of
      Credit issued or participations therein deemed purchased by any LC Facility
      Lender, the percentage obtained by dividing (x) the LC Facility Exposure
      of
      that LC Facility Lender by (y) the aggregate LC Facility Exposure of
      all
      Lenders, (vi) with respect to all payments, computations and other matters
      relating to the Synthetic Letter of Credit Commitment or the Synthetic Letter
      of
      Credit Loans of any Synthetic Letter of Credit Lender or any Synthetic Letters
      of Credit issued or participations therein deemed purchased by any Synthetic
      Letter of Credit Lender, the percentage obtained by dividing (x) the
      Synthetic Letter of Credit Exposure of that Synthetic Letter of Credit Lender
      by
      (y) the aggregate Synthetic Letter of Credit Exposure of all Lenders,
      and
      (vii) for all other purposes with respect to each Lender, the percentage
      obtained by dividing (x) the sum of the Term Loan Exposure of that Lender
      plus
      the
      Revolving Loan Exposure of that Lender plus
      the LC
      Facility Exposure of that Lender plus
      the
      Synthetic Letter of  Credit
      Exposure of that Lender by (y) the sum of the aggregate Term Loan Exposure
      of all Lenders plus
      the
      aggregate Revolving Loan Exposure of all Lenders plus
      the
      aggregate LC Facility Exposure of all Lenders plus
      the
      aggregate Synthetic Letter of Credit Exposure of all Lenders, in any such case
      as the applicable percentage may be adjusted by assignments permitted pursuant
      to subsection 10.1. The initial Pro Rata Share of each Lender as of
      the
      Restatement Date for purposes of each of clauses (ii), (iii), (iv) and
      (v)
      of the preceding sentence is set forth opposite the name of that Lender on
      Schedule 2.1
      annexed
      to this Agreement. 

     

    "PTO"
      means
      the United States Patent and Trademark Office or any successor or substitute
      office in which filings are necessary or, in the opinion of Administrative
      Agent, desirable in order to create or perfect Liens on any IP
      Collateral.

     

    "Purchase
      Money Indebtedness"
      means
      Indebtedness of Borrower or any other Subsidiary of Borrower incurred in
      connection with the purchase of assets or other property for the business of
      such Borrower or such Subsidiary for the purposes of financing all or any part
      of the purchase price or cost of construction or improvement of property, plant
      or equipment used in the business of Borrower or such Subsidiary; provided
      that (x)
      the recourse of the Lenders with respect to such Indebtedness is limited solely
      to such Borrower or such Subsidiary, as the case may be, (y) the only Lien
      granted by such Borrower or such Subsidiary, as the case may be, securing such
      Indebtedness (which amount shall not exceed 125% of the purchase price of the
      asset or property (net of taxes and soft costs)) is on the assets or other
      property so purchased (and the proceeds of such assets or other property) and
      (z) such Indebtedness is without recourse to any other Loan Party.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    "Real
      Property Asset"
      means,
      at any time of determination, any interest then owned by any Loan Party in
      any
      real property.

     

    "Reference
      Lender"
      means
      Credit Suisse.

     

    "Refunded
      Swing Line Loans"
      has the
      meaning assigned to that term in subsection 2.1A(iii).

     

    "Register"
      has the
      meaning assigned to that term in subsection 2.1D.

     

    "Regulation D"
      means
      Regulation D of the Board of Governors of the Federal Reserve System,
      as in
      effect from time to time.

     

    "Related
      Affiliate"
      means
      with respect to any Supplemental Canadian Dollar Term B Lender, an Affiliate
      or
      lending office of such Supplemental Canadian Dollar Term B Lender designated
      by
      it to make its Supplemental Canadian Dollar Term B Loans available to Borrower
      under this Agreement.

     

    "Related
      Agreements"
      means,
      collectively, the Parent Certificate of Incorporation, the Borrower Certificate
      of Incorporation, the Senior Subordinated Notes Indenture, the Parent Junior
      Subordinated Note Indenture, any indenture governing any Permitted Additional
      Subordinated Financing, the Aluma Asset Purchase Agreement and the Sponsor
      Preferred Stock Documents.

     

    "Release"
      means
      any release, spill, emission, leaking, pumping, pouring, injection, escaping,
      deposit, disposal, discharge, dispersal, dumping, leaching or migration of
      Hazardous Materials into the indoor or outdoor environment (including the
      abandonment or disposal of any barrels, containers or other closed receptacles
      containing any Hazardous Materials), including the movement of any Hazardous
      Materials through the air, soil, surface water or groundwater.

     

    "Repayable
      Net Asset Sale Proceeds"
      has the
      meaning assigned to that term in subsection 2.4B(iii)(a).

     


    
      
        
        

      

      
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    "Request
      for Issuance"
      means a
      request substantially in the form of Exhibit III
      annexed
      hereto.

     

    "Requisite
      Class Lenders"
      means,
      at any time of determination, (i) for Lenders holding Term Loans, Lenders
      holding more than 50% of the aggregate Term Loan Exposure of all Lenders,
      (ii) for Lenders holding Revolving Loan Commitments, Lenders holding
      more
      than 50% of the aggregate Revolving Loan Exposure of all Lenders, (iii) for
      Lenders holding LC Facility Commitments, Lenders holding more than 50% of the
      aggregate LC Facility Exposure of all Lenders, and (iv) for Lenders
      holding
      Synthetic Letter of Credit Commitments, Lenders holding more than 50% of the
      aggregate Synthetic Letter of Credit Exposure of all Lenders.

     

    "Requisite
      Lenders"
      means
      Lenders having or holding more than 50% of the sum of the aggregate Term Loan
      Exposure of all Lenders plus
      the
      aggregate Revolving Loan Exposure of all Lenders plus
      the
      aggregate LC Facility Exposure of all Lenders plus
      the
      aggregate Synthetic Letter of Credit Exposure of all Lenders.

     

    "Restatement
      Date"
      means
      July 29, 2005.

     

    "Restricted
      Junior Payment"
      means
      (i) any dividend or other distribution, direct or indirect, on account
      of
      any shares of any class of stock of Borrower or Parent now or hereafter
      outstanding, except a dividend payable solely in shares of that class of stock
      to the holders of that class, (ii) any redemption, retirement, sinking
      fund
      or similar payment, purchase or other acquisition for value, direct or indirect,
      of any shares of any class of stock of Borrower or Parent now or hereafter
      outstanding, (iii) any payment made to retire, or to obtain the surrender
      of, any outstanding warrants, options or other rights to acquire shares of
      any
      class of stock of Borrower or Parent now or hereafter outstanding, and
      (iv) any payment or prepayment of principal of, premium, if any, or
      interest on, or redemption, purchase, retirement, defeasance (including
      in-substance or legal defeasance), sinking fund or similar payment with respect
      to, any Subordinated Indebtedness.

     

    "Revolving
      Issuing Lender"
      means
      the Revolving Lender that agrees or is otherwise obligated to issue such
      Revolving Letter of Credit, determined as provided in subsection
      3.1B(ii).

     

    "Revolving
      LC Reimbursement Date"
      has the
      meaning assigned to that term in subsection 3.3B(i).

     

    "Revolving
      Lender"
      means a
      Lender that has a Revolving Loan Commitment and/or that has an outstanding
      Revolving Loan.

     

    "Revolving
      Letter of Credit"
      or
      "Revolving
      Letters of Credit"
      means
      Commercial Letters of Credit and Standby Letters of Credit issued or to be
      issued by Revolving Issuing Lenders for the account of Borrower pursuant to
      subsection 3.1.

     

    "Revolving
      Letter of Credit Usage"
      means,
      as at any date of determination, the sum of (i) the maximum aggregate amount
      which is or at any time thereafter may become available for drawing under all
      Revolving Letters of Credit then outstanding plus
      (ii) the
      aggregate amount of all drawings under Revolving Letters of Credit honored
      by
      Revolving Issuing Lenders and not theretofore reimbursed out of the proceeds
      of
      Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed by
      Borrower.

     

    "Revolving
      Loan Commitment"
      means
      the commitment of a Revolving Lender to make Revolving Loans to Borrower
      pursuant to subsection 2.1A(ii), and "Revolving
      Loan Commitments"
      means
      such commitments of all Revolving Lenders in the aggregate.

     

    "Revolving
      Loan Commitment Termination Date"
      means
      October 16, 2008.

     


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    "Revolving
      Loan Exposure",
      with
      respect to any Revolving Lender, means, as of any date of determination
      (i) prior to the termination of the Revolving Loan Commitments, that
      Lender’s Revolving Loan Commitment, and (ii) after the termination of the
      Revolving Loan Commitments, the sum of (a) the aggregate outstanding
      principal amount of the Revolving Loans of that Lender plus
      (b) in the event that Lender is a Revolving Issuing Lender, the aggregate
      Revolving Letter of Credit Usage in respect of all Revolving Letters of Credit
      issued by that Lender (in each case net of any participations purchased by
      other
      Revolving Lenders in such Letters of Credit or in any unreimbursed drawings
      thereunder) plus
      (c) the aggregate amount of all participations purchased by that Revolving
      Lender in any outstanding Revolving Letters of Credit or any unreimbursed
      drawings under any Revolving Letters of Credit plus
      (d) in the case of Swing Line Lender, the aggregate outstanding principal
      amount of all Swing Line Loans (net of any assignments thereof purchased by
      other Revolving Lenders) plus
      (e) the aggregate amount of all assignments purchased by that Lender
      in any
      outstanding Swing Line Loans.

     

    "Revolving
      Loans"
      means
      the Loans made by Revolving Lenders to Borrower pursuant to
      subsection 2.1A(ii).

     

    "Revolving
      Notes"
      means
      (i) the promissory notes of Borrower issued pursuant to
      subsection 2.1E(i)(1)(b) on the Closing Date and/or (ii) any
      promissory notes issued by Borrower pursuant to the second to last sentence
      of
      subsection 10.1B(i) in connection with assignments of the Revolving
      Loan
      Commitments and Revolving Loans of any Revolving Lenders, in each case
      substantially in the form of Exhibit V
      annexed
      hereto, as they may be amended, restated, supplemented or otherwise modified
      from time to time.

     

    "Schedule
      I Lender"
      means
      any Supplemental Canadian Dollar Term B Lender named in Schedule I to the
Bank
      Act
      (Canada).

     

    "Securities"
      means
      any stock, shares, partnership interests, voting trust certificates,
      certificates of interest or participation in any profit-sharing agreement or
      arrangement, options, warrants, bonds, debentures, notes, or other evidences
      of
      indebtedness, secured or unsecured, convertible, subordinated, certificated
      or
      uncertificated, or otherwise, or in general any instruments commonly known
      as
      "securities" or any certificates of interest, shares or participations in
      temporary or interim certificates for the purchase or acquisition of, or any
      right to subscribe to, purchase or acquire, any of the foregoing.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended from time to time, and any successor
      statute.

     

    "Security
      Agreement"
      means
      the Security Agreement dated as of the Closing Date, entered into by Borrower,
      Parent and the Subsidiary Guarantors in favor of Administrative Agent for the
      benefit of Lenders, a copy of which is attached as Exhibit XIII
      hereto,
      as such Security Agreement may thereafter be amended, restated, supplemented
      or
      otherwise modified from time to time.

     

    "Senior
      Subordinated Note Indenture"
      means
      that certain Indenture dated
      as
      of October 16, 2002, between Borrower, as issuer, and The Bank of New York
      Trust
      Company of Florida, N.A., as trustee, as such Indenture may be amended,
      restated, supplemented or otherwise modified from time to time to the extent
      permitted under subsection 7.12.

     

    "Senior
      Subordinated Notes"
      means
      the 12% Senior Subordinated Notes due 2012 of Borrower, issued pursuant to
      the
      Senior Subordinated Note Indenture.

     


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    


    "Severance
      Costs"
      means,
      for any period, recruitment costs, relocation expenses and other severance
      costs
      (including related legal expenses) of Borrower and its Subsidiaries incurred
      in
      connection with (i) a restructuring of the operations of Borrower and its
      Subsidiaries, (ii) the Aluma Acquisition or (iii) a Permitted Acquisition;
      provided
      that the
      calculation of any such Severance Costs shall be set forth in an Officer’s
      Certificate in form and substance reasonably satisfactory to Administrative
      Agent which shall be delivered to Administrative Agent, together with its
      delivery of any financial statements required to be delivered pursuant to
      subsection 6.1; and provided,
      further
      that the
      aggregate amount of such Severance Costs (other than Severance Costs in an
      amount not to exceed $2,000,000 relating to the separation from Parent
      (effective January 1, 2005) of Parent’s former President and Chief Executive
      Officer) shall not exceed $5,000,000 in any Fiscal Year. 

     

    "Solvent",
      with
      respect to any Person, means that as of the date of determination both
      (i)(a) the then fair saleable value of the property of such Person is
      (1) greater than the total amount of liabilities (including contingent
      liabilities) of such Person and (2) not less than the amount that will
      be
      required to pay the probable liabilities on such Person’s then existing debts as
      they become absolute and due considering all financing alternatives and
      potential asset sales reasonably available to such Person; (b) such
      Person’s capital is not unreasonably small in relation to its business or any
      contemplated or undertaken transaction; and (c) such Person does not
      intend
      to incur, or believe (nor should it reasonably believe) that it will incur,
      debts beyond its ability to pay such debts as they become due; and
      (ii) such Person is "solvent" within the meaning given that term and
      similar terms under applicable laws relating to fraudulent transfers and
      conveyances. For purposes of this definition, the amount of any contingent
      liability at any time shall be computed as the amount that, in light of all
      of
      the facts and circumstances existing at such time, represents the amount that
      can reasonably be expected to become an actual or matured
      liability.

     

    "SPC"
      has the
      meaning assigned to that term in subsection 10.1B(iii).

     

    "Sponsor"
      has the
      meaning assigned to that term in the preliminary statements to this
      Agreement.

     

    "Sponsor
      Preferred Stock"
      means
      the $30,000,000 in aggregate liquidation preference of preferred equity
      interests of Parent to be issued and sold by Parent to the Sponsor or its
      Affiliates on the Restatement Date, which equity interests shall have the terms
      and conditions set forth in the Sponsor Preferred Stock Documents.

     

    "Sponsor
      Preferred Stock Documents"
      means
      that certain Stock Purchase Agreement dated as of the Restatement Date, between
      Parent and the Sponsor, the Parent Certificate of Incorporation and all other
      instruments, agreements and other documents evidencing or governing the Sponsor
      Preferred Stock or providing for any right in respect thereof.

     

    "Standby
      Letter of Credit"
      means
      any standby letter of credit or similar instrument issued for the purpose of
      supporting (i) Indebtedness of Borrower or any of its Subsidiaries in
      respect of industrial revenue or development bonds or financings,
      (ii) workers’ compensation liabilities of Borrower or any of its
      Subsidiaries, (iii) the obligations of third party insurers of Borrower
      or
      any of its Subsidiaries arising by virtue of the laws of any jurisdiction
      requiring third party insurers, (iv) obligations with respect to Capital
      Leases or Operating Leases of Borrower or any of its Subsidiaries, and
      (v) performance, payment, deposit or surety obligations of Borrower
      or any
      of its Subsidiaries, in any case if required by law or governmental rule or
      regulation or in accordance with custom and practice in the
      industry.

     

    "Subordinated
      Indebtedness"
      means
      the (i) Senior Subordinated Notes, (ii) Parent Junior Subordinated
      Notes (iii) any Permitted Additional Subordinated Financing and
      (iv) any other Indebtedness of Parent and its Subsidiaries incurred
      from
      time to time and subordinated in right of payment to the
      Obligations.

     

    "Subsidiary",
      with
      respect to any Person, means any corporation, partnership, trust, limited
      liability company, association, Joint Venture or other business entity of which
      more than 50% of the total voting power of shares of stock or other ownership
      interests entitled (without regard to the occurrence of any contingency) to
      vote
      in the election of the members of the Governing Body is at the time owned or
      controlled, directly or indirectly, by that Person or one or more of the other
      Subsidiaries of that Person or a combination thereof.

     


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    "Subsidiary
      Guarantor"
      means
      any Domestic Subsidiary of Borrower that is a party to the Subsidiary Guaranty
      on the Restatement Date and each Subsidiary that becomes a party thereto after
      the Restatement Date pursuant to subsection 6.8.

     

    "Subsidiary
      Guaranty"
      means
      the Subsidiary Guaranty dated as of the Closing Date, entered into by the
      Subsidiary Guarantors party thereto in favor of Administrative Agent for the
      benefit of Lenders (to be executed and delivered by additional Subsidiaries
      of
      Borrower from time to time thereafter in accordance with subsection 6.8),
      a
      copy of which is attached as Exhibit XII
      hereto,
      as such Subsidiary Guaranty may be amended, restated, supplemented or otherwise
      modified from time to time.

     

    "Supplemental
      Canadian Dollar Term B Loan Commitment"
      means
      the commitment of a Lender to make a Supplemental Canadian Dollar Term B Loan
      to
      Borrower on the Restatement Date pursuant to subsection 2.1A(vii), and
      "Supplemental
      Canadian Dollar Term B Loan Commitments"
      means
      such commitments of all Lenders in the aggregate.

     

    "Supplemental
      Canadian Dollar Term B Loan Exposure",
      with
      respect to any Lender, means, as of any date of determination, the outstanding
      principal amount of the Supplemental Canadian Dollar Term B Loan of that
      Lender.

     

    "Supplemental
      Canadian Dollar Term B Loans"
      means
      the Loans made by Lenders to Borrower on the Restatement Date pursuant to
      subsection 2.1A(vii).

     

    "Supplemental
      Canadian Dollar Term B Lender"
      means
      any Lender with an outstanding Supplemental Canadian Dollar Term B
      Loan.

     

    "Supplemental
      Collateral Agent"
      has the
      meaning assigned to that term in subsection 9.1B.

     

    "Supplemental
      Term B Loan Commitment"
      means
      the commitment of a Lender to make a Supplemental Term B Loan to Borrower
      on the Restatement Date pursuant to subsection 2.1A(iv), and "Supplemental
      Term B Loan Commitments"
      means
      such commitments of all Lenders in the aggregate.

     

    "Supplemental
      Term B Loan Exposure",
      with
      respect to any Lender, means as of any date of determination, the outstanding
      principal amount of the Supplemental Term B Loans of that Lender.

     

    "Supplemental
      Term B Loans"
      means
      the Loans made by Lenders to Borrower on the Restatement Date pursuant to
      subsection 2.1A(iv).

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    "Swing
      Line Lender"
      means
      Credit Suisse, or any Person serving as a successor Administrative Agent
      hereunder, in its capacity as Swing Line Lender hereunder.

     

    "Swing
      Line Loan Commitment"
      means
      the commitment of Swing Line Lender to make Swing Line Loans to Borrower
      pursuant to subsection 2.1A(iii).

     

    "Swing
      Line Loans"
      means
      the Loans made by Swing Line Lender to Borrower pursuant to
      subsection 2.1A(iii).

     

    "Swing
      Line Note"
      means
      (i) the promissory note of Borrower issued pursuant to
      subsection 2.1E(i)(2) on the Closing Date and/or (ii) any promissory
      note issued by Borrower to any successor Administrative Agent and Swing Line
      Lender pursuant to the last sentence of subsection 9.5B, in each case
      substantially in the form of Exhibit VI
      annexed
      hereto, as it may be amended, restated, supplemented or otherwise modified
      from
      time to time.

     

    "Syndication
      Agent"
      means
      JPMorgan Chase Bank, N.A.

     

    "Synthetic
      Letter of Credit"
      or
      "Synthetic
      Letters of Credit"
      means
      Standby Letters of Credit issued or to be issued by Synthetic Letter of Credit
      Issuing Lenders pursuant to subsection 3.1.

     

    "Synthetic
      Letter of Credit Commitment"
      means
      the
      commitment of a Synthetic Letter of Credit Lender to acquire participations
      in
      Synthetic Letters of Credit and make Synthetic Letter of Credit Loans pursuant
      to subsection 2.1A(vi), and "Synthetic
      Letter of Credit Commitments"
      means
      such commitments of all Synthetic Letter of Credit Lenders in the
      aggregate.

     

    "Synthetic
      Letter of Credit Exposure",
      with
      respect to any Synthetic Letter of Credit Lender, means, as of any date of
      determination (i) prior to the termination of the Synthetic Letter of
      Credit Commitments, that Synthetic Letter of Credit Lender’s Synthetic Letter of
      Credit Commitment, and (ii) after the termination of the Synthetic Letter
      of Credit Commitments, the sum of (a) the aggregate outstanding principal
      amount of the Synthetic Letter of Credit Loans of that Synthetic Letter of
      Credit Lender plus
      (b) in the event that Synthetic Letter of Credit Lender is a Synthetic
      Letter of Credit Issuing Lender, the aggregate Synthetic Letter of Credit Usage
      in respect of all Synthetic Letters of Credit issued by that Synthetic Letter
      of
      Credit Lender (in each case net of any participations purchased by other
      Synthetic Letter of Credit Lenders in such Synthetic Letters of Credit or in
      any
      unreimbursed drawings thereunder) plus
      (c) the aggregate amount of all participations purchased by that Synthetic
      Letter of Credit Lender in any outstanding Synthetic Letters of Credit or any
      unreimbursed drawings under any Synthetic Letters of Credit.

     

    "Synthetic
      Letter of Credit Facility Maturity Date"
      means
      January 15, 2012.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    "Synthetic
      Letter of Credit Issuing Lender"
      means
      the
      Synthetic Letter of Credit Lender that agrees or is otherwise obligated to
      issue
      such Letter of Credit, determined as provided in subsection 3.1B.

     

    "Synthetic
      Letter of Credit Lender"
      means
      a
      Lender that has a Synthetic Letter of Credit Commitment and/or that has an
      outstanding Synthetic Letter of Credit Loan.

     

    "Synthetic
      Letter of Credit Loans"
      means
      the
      loans deemed made by Synthetic Letter of Credit Lenders to Borrower pursuant
      to
      subsection 3.3B and subsection 3.3C.

     

    "Synthetic
      Letter of Credit Notes"
      means
(i) the
      promissory notes of Borrower issued pursuant to subsection 2.1E(iii)
      on the
      First Amendment Effective Date and/or (ii) any promissory notes issued
      by
      Borrower pursuant to the second to last sentence of subsection 10.1B(i)
      in
      connection with assignments of the Synthetic Letter of Credit Commitments and
      Synthetic Letter of Credit Loans of any Synthetic Letter of Credit Lenders,
      in
      each case substantially in the form of Exhibit VIII
      annexed
      hereto, as they may be amended, restated, supplemented or otherwise modified
      from time to time.

     

    "Synthetic
      Letter of Credit Reimbursement Date"
      has
      the
      meaning assigned to that term in subsection 3.3B(iii).

     

    "Synthetic
      Letter of Credit Usage"
      means,
      as
      at any date of determination, the sum of (i) the maximum aggregate amount
      which is or at any time thereafter may become available for drawing under all
      Synthetic Letters of Credit then outstanding plus
      (ii) the aggregate amount of all drawings under Synthetic Letters of
      Credit
      honored by Synthetic Letter of Credit Issuing Lenders and not theretofore
      reimbursed by Borrower.

     

    "Tax"
      or
      "Taxes"
      means
      any present or future tax, levy, impost, duty, charge, fee, deduction or
      withholding of any nature and whatever called, by whomsoever, on whomsoever
      and
      wherever imposed, levied, collected, withheld or assessed, including interest,
      penalties, additions to tax and any similar liabilities with respect thereto;
      except that, in the case of a Lender, there shall be excluded (i) taxes
      that are imposed on the overall net income or net profits (including franchise
      taxes imposed in lieu thereof) (a) by the United States, (b) by
      any
      other Government Authority under the laws of which such Lender is organized
      or
      has its principal office or maintains its applicable lending office, or
      (c) by any jurisdiction solely as a result of a present or former
      connection between such Lender and such jurisdiction (other than any such
      connection arising solely from such Lender having executed, delivered or
      performed its obligations or received a payment under, or enforced, any of
      the
      Loan Documents), and (ii) any branch profits taxes imposed by the United
      States or any similar tax imposed by any other jurisdiction in which such Lender
      is located.

     

    "Term B
      Loans"
      means
      the Loans made by Lenders to Borrower on the Closing Date as described in
      subsection 2.1A(i).

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

    "Term
      Loan Exposure",
      with
      respect to any Lender, means, as of any date of determination, the outstanding
      principal amount of the Term Loan of that Lender, with the aggregate principal
      amount of any Supplemental Canadian Dollar Term B Loan being the Dollar
      Equivalent of such Loan.

     

    "Term
      Loan Maturity Date"
      means
      January 15, 2012.

     

    "Term
      Lender"
      means
      any Lender with an outstanding Term Loan.

     

    "Term
      Loans"
      means,
      collectively, the Term B Loans and, unless the context shall otherwise require,
      the Supplemental Term B Loans and the Supplemental Canadian Dollar Term
      B
      Loans.

     

    "Term
      Notes"
      means
      (i) the promissory notes of Borrower issued pursuant to
      subsection 2.1E(i)(1)(a) on the Closing Date (or, with respect to
      Supplemental Term B Loans or Supplemental Canadian Dollar Term B Loans,
      the
      Restatement Date) and/or (ii) any promissory notes issued by Borrower
      pursuant to the second to last sentence of subsection 10.1B(i) in
      connection with assignments of the Term Loans of any Lenders, in each case
      substantially in the form of Exhibit IV
      annexed
      hereto, as they may be amended, restated, supplemented or otherwise modified
      from time to time.

     

    "Title
      Company"
      means
      one or more title insurance companies reasonably satisfactory to Administrative
      Agent.

     

    "Total
      Debt"
      means,
      as at any date of determination, the aggregate stated balance sheet amount
      of
      all Indebtedness of Borrower and its Subsidiaries, determined on a consolidated
      basis in accordance with GAAP.

     

    "Total
      Utilization of LC Commitment"
      means,
      as at any date of determination, the sum of (i) the aggregate principal amount
      of all outstanding LC Facility Loans plus
      (ii) the
      LC Facility Letter of Credit Usage.

     

    "Total
      Utilization of Revolving Loan Commitments"
      means,
      as at any date of determination, the sum of (i) the aggregate principal
      amount of all outstanding Revolving Loans plus
      (ii) the aggregate principal amount of all outstanding Swing Line Loans
      plus
      (iii) the Revolving Letter of Credit Usage.

     

    "Total
      Utilization of Synthetic Letter of Credit Commitments"
      means,
      as at any date of determination, the sum of (i) the aggregate principal
      amount of all outstanding Synthetic Letter of Credit Loans plus
      (ii) the
      Synthetic Letter of Credit Usage.

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

    "Transaction
      Costs"
      means
      the fees, costs and expenses payable by Parent and its Subsidiaries on or before
      the Restatement Date (or promptly thereafter in connection with the transactions
      occurring on the Restatement Date) in connection with the transactions
      contemplated by the Loan Documents and by the Aluma Acquisition
      Documents.

     

    "Transactions"
      means,
      collectively, (a) the execution, delivery and performance by Borrower of the
      Aluma Asset Purchase Agreement and the consummation of the transactions
      contemplated thereby, (b) the execution, delivery and performance by Parent
      and
      Borrower of the Sponsor Preferred Stock Documents and the issuance of the
      Sponsor Preferred Stock, (c) the execution, delivery and performance by the
      Loan
      Parties of the Loan Documents to which they are a party and the making of the
      borrowings hereunder and (d) the payment of the Transaction Costs.

     

    "UCC"
      means
      the Uniform Commercial Code as in effect in any applicable
      jurisdiction.

     

    "Unfunded
      Advances/Participations"
      means
      (i) with respect to Administrative Agent, the aggregate amount, if any
      (a) made available to Borrower on the assumption that each applicable
      Lender has made its portion of the applicable Loan available to Administrative
      Agent as contemplated by subsection 2.1C and (b) with respect to which
      a
      corresponding amount shall not in fact have been made available to
      Administrative Agent by any such Lender (other than the Administrative Agent
      in
      its capacity as a Lender), (ii) with respect to the Swing Line Lender, the
      aggregate amount, if any, of participations in respect of any outstanding Swing
      Line Loan that shall not have been funded by the Revolving Lenders (other than
      the Administrative Agent in its capacity as a Revolving Lender) in accordance
      with subsection 2.1A(iii), and (iii) with respect to any Issuing Lender, the
      aggregate amount, if any, of participations in respect of any outstanding Letter
      of Credit disbursement that shall not have been funded by the applicable Lenders
      (other than the Administrative Agent in its capacity as a Lender) in accordance
      with subsection 3.3.

     

    "U.S.
      Dollar Term Loans"
      means
      the Term B Loans and the Supplemental Term B Loans.

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

    "Working
      Capital"
      means,
      as at any date of determination, the excess (or deficit) of Current Assets
      over
      Current Liabilities.

     

    "Working
      Capital Adjustment"
      means,
      for any period on a consolidated basis, the amount (which may be a negative
      number) by which Working Capital as of the beginning of such period exceeds
      (or
      is less than) Working Capital as of the end of such period; provided
      that,
      with respect to the period in which the Aluma Acquisition is consummated,
      Working Capital as of the beginning of such period shall be deemed to include
      the Working Capital of Aluma as of the Restatement Date.

     

    
      	1.2        
                	
              Accounting
                Terms; Utilization of GAAP for Purposes of Calculations Under
                Agreement.

            


    

     

    Except
      as
      otherwise expressly provided in this Agreement, all accounting terms not
      otherwise defined herein shall have the meanings assigned to them in conformity
      with GAAP. Financial statements and other information required to be delivered
      by Borrower to Lenders pursuant to clauses (ii), (iii) and (xii) of
      subsection 6.1 shall be prepared in accordance with GAAP as in effect
      at
      the time of such preparation (and delivered together with the reconciliation
      statements provided for in subsection 6.1(v)). Calculations in connection
      with the definitions, covenants and other provisions of this Agreement shall
      utilize GAAP as in effect on the date of determination, applied in a manner
      consistent with that used in preparing the financial statements referred to
      in
      subsection 5.3. If at any time any change in GAAP would affect the
      computation of any financial ratio or requirement set forth in any Loan
      Document, and Borrower, Administrative Agent or Requisite Lenders shall so
      request, Administrative Agent, Lenders and Borrower shall negotiate in good
      faith to amend such ratio or requirement to preserve the original intent thereof
      in light of such change in GAAP (subject to the approval of Requisite Lenders);
      provided
      that,
      until so amended, such ratio or requirement shall continue to be computed in
      accordance with GAAP prior to such change therein and Borrower shall provide
      to
      Administrative Agent and Lenders reconciliation statements provided for in
      subsection 6.1(v).

     

    
      	1.3         
               	
              Other
                Definitional Provisions and Rules of Construction.

            


    

     

    A.  Any
      of
      the terms defined herein may, unless the context otherwise requires, be used
      in
      the singular or the plural, depending on the reference.

     

    B.  References
      to "Sections" and "subsections" shall be to Sections and subsections,
      respectively, of this Agreement unless otherwise specifically provided. Section
      and subsection headings in this Agreement are included herein for
      convenience of reference only and shall not constitute a part of this Agreement
      for any other purpose or be given any substantive effect.

     

    C.  The
      use
      in any of the Loan Documents of the word "include" or "including", when
      following any general statement, term or matter, shall not be construed to
      limit
      such statement, term or matter to the specific items or matters set forth
      immediately following such word or to similar items or matters, whether or
      not
      nonlimiting language (such as "without limitation" or "but not limited to"
      or
      words of similar import) is used with reference thereto, but rather shall be
      deemed to refer to all other items or matters that fall within the broadest
      possible scope of such general statement, term or matter.

     

    
      
        
        

      

      
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    Section
      2.    AMOUNTS AND TERMS OF COMMITMENTS AND
      LOANS

     

    
      	2.1         
               	
              Commitments;
                Making of Loans; the Register; Notes; Bankers’
                Acceptances.

            


    

     

    A.  Commitments.
      Subject
      to the terms and conditions of this Agreement and in reliance upon the
      representations and warranties of Borrower herein set forth, each Lender hereby
      severally agrees to make the Loans as described in subsections 2.1A(ii),
      2.1A(iv), 2.1A(v), 2.1A(vi) and 2.1A(vii) and Swing Line Lender hereby agrees
      to
      make the Swing Line Loans as described in
      subsection 2.1A(iii).

     

    (i)  Term B
      Loans.
      Term B Loans in an aggregate principal amount of $130,000,000 were made
      to
      Borrower on the Closing Date (of which Term B Loans in an aggregate principal
      amount of $102,091,325.77 remain outstanding on the Restatement Date) by each
      Lender that had a commitment to make a Term B Loan on the Closing Date.
      Term B Loans which are subsequently repaid or prepaid may not be
      reborrowed.

     

    (ii)  Revolving
      Loans.
      Each
      Revolving Lender severally agrees, subject to the limitations set forth below
      with respect to the maximum amount of Revolving Loans permitted to be
      outstanding from time to time, to lend to Borrower from time to time during
      the
      period from the Closing Date to but excluding the Revolving Loan Commitment
      Termination Date an aggregate amount not exceeding its Pro Rata Share of the
      aggregate amount of the Revolving Loan Commitments to be used for the purposes
      identified in subsection 2.5B; provided
      that the
      aggregate principal amount of Revolving Loans made on the Restatement Date
      shall
      not exceed $5,000,000. The original amount of each Revolving Lender’s Revolving
      Loan Commitment is set forth opposite its name on Schedule 2.1
      annexed
      hereto and the aggregate original amount of the Revolving Loan Commitments
      is
      $50,000,000; provided
      that the
      Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect
      to any assignments of the Revolving Loan Commitments pursuant to
      subsection 10.1B and shall be reduced from time to time by the amount
      of
      any reductions thereto made pursuant to subsection 2.4. Each Revolving
      Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment
      Termination Date and all Revolving Loans and all other amounts owed hereunder
      with respect to the Revolving Loans and the Revolving Loan Commitments shall
      be
      paid in full no later than that date. Amounts borrowed under this
      subsection 2.1A(ii) may be repaid and reborrowed to but excluding the
      Revolving Loan Commitment Termination Date.

     

    Anything
      contained in this Agreement to the contrary notwithstanding, the Revolving
      Loans
      and the Revolving Loan Commitments shall be subject to the limitation that
      in no
      event shall the Total Utilization of Revolving Loan Commitments at any time
      exceed the Revolving Loan Commitments then in effect.

     

    
      
        
        

      

      
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    (iii)  Swing
      Line Loans.
      

     

    (a)  General
      Provisions.
      Swing
      Line Lender hereby agrees, subject to the limitations set forth below with
      respect to the maximum amount of Swing Line Loans permitted to be outstanding
      from time to time, to make a portion of the Revolving Loan Commitments available
      to Borrower from time to time during the period from the Closing Date to but
      excluding the Revolving Loan Commitment Termination Date by making Swing Line
      Loans to Borrower in an aggregate amount not exceeding the amount of the Swing
      Line Loan Commitment to be used for the purposes identified in
      subsection 2.5B, notwithstanding the fact that such Swing Line Loans,
      when
      aggregated with Swing Line Lender’s outstanding Revolving Loans and Swing Line
      Lender’s Pro Rata Share of the Revolving Letter of Credit Usage then in effect,
      may exceed Swing Line Lender’s Revolving Loan Commitment. The original amount of
      the Swing Line Loan Commitment is $15,000,000; provided
      that any
      reduction of the Revolving Loan Commitments made pursuant to subsection 2.4
      that reduces the aggregate Revolving Loan Commitments to an amount less than
      the
      then current amount of the Swing Line Loan Commitment shall result in an
      automatic corresponding reduction of the Swing Line Loan Commitment to the
      amount of the Revolving Loan Commitments, as so reduced, without any further
      action on the part of Borrower, Administrative Agent or Swing Line Lender.
      The
      Swing Line Loan Commitment shall expire on the Revolving Loan Commitment
      Termination Date and all Swing Line Loans and all other amounts owed hereunder
      with respect to the Swing Line Loans shall be paid in full no later than that
      date. Amounts borrowed under this subsection 2.1A(iii) may be repaid
      and
      reborrowed to but excluding the Revolving Loan Commitment Termination
      Date.

     

    Anything
      contained in this Agreement to the contrary notwithstanding, the Swing Line
      Loans and the Swing Line Loan Commitment shall be subject to the limitation
      that
      in no event shall the Total Utilization of Revolving Loan Commitments at any
      time exceed the Revolving Loan Commitments then in effect.

     

    (b)  Swing
      Line Loan Prepayment with Proceeds of Revolving Loans.
      With
      respect to any Swing Line Loans that have not been voluntarily prepaid by
      Borrower pursuant to subsection 2.4B(i), Swing Line Lender may, at any
      time
      in its sole and absolute discretion, deliver to Administrative Agent (with
      a
      copy to Borrower), no later than 10:00 A.M. (New York City time) on
      the
      first Business Day in advance of the proposed Funding Date, a notice requesting
      Revolving Lenders to make Revolving Loans that are Base Rate Loans on such
      Funding Date in an amount equal to the amount of such Swing Line Loans (the
      "Refunded
      Swing Line Loans")
      outstanding on the date such notice is given. Borrower hereby acknowledges
      and
      agrees to the giving of such notice and approves the borrowing of the Revolving
      Loans effected thereby. Anything contained in this Agreement to the contrary
      notwithstanding, (1) the proceeds of such Revolving Loans made by Revolving
      Lenders other than Swing Line Lender shall be immediately delivered by
      Administrative Agent to Swing Line Lender (and not to Borrower) and applied
      to
      repay a corresponding portion of the Refunded Swing Line Loans and (2) on
      the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the
      Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a
      Revolving Loan made by Swing Line Lender, and such portion of the Swing Line
      Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans
      and shall no longer be due under the Swing Line Note, if any, of Swing Line
      Lender but shall instead constitute part of Swing Line Lender’s outstanding
      Revolving Loans and shall be due under the Revolving Note, if any, of Swing
      Line
      Lender. Borrower hereby authorizes Administrative Agent and Swing Line Lender
      to
      charge any accounts Administrative Agent and/or Swing Line Lender may have
      in
      Borrower’s name (up to the amount available in each such account) in order to
      immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans
      to
      the extent the proceeds of such Revolving Loans made by Revolving Lenders,
      including the Revolving Loan deemed to be made by Swing Line Lender, are not
      sufficient to repay in full the Refunded Swing Line Loans. If any portion of
      any
      such amount paid (or deemed to be paid) to Swing Line Lender should be recovered
      by or on behalf of Borrower from Swing Line Lender in any bankruptcy proceeding,
      in any assignment for the benefit of creditors or otherwise, the loss of the
      amount so recovered shall be ratably shared among all Lenders in the manner
      contemplated by subsection 10.5.

     

    
      
        
        

      

      
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    (c)  Swing
      Line Loan Assignments.
      If for
      any reason (1) Revolving Loans are not made upon the request of Swing
      Line
      Lender as provided in the immediately preceding paragraph in an amount
      sufficient to repay any amounts owed to Swing Line Lender in respect of any
      outstanding Swing Line Loans or (2) the Revolving Loan Commitments are
      terminated at a time when any Swing Line Loans are outstanding, each Revolving
      Lender shall be deemed to, and hereby agrees to, have purchased an assignment
      of
      such outstanding Swing Line Loans in an amount equal to its Pro Rata Share
      (calculated, in the case of the foregoing clause (2), immediately prior
      to
      such termination of the Revolving Loan Commitments) of the unpaid amount of
      such
      Swing Line Loans together with accrued interest thereon. Upon one Business
      Day’s
      notice from Swing Line Lender, each Revolving Lender shall deliver to Swing
      Line
      Lender an amount equal to its respective assignment in same day funds at the
      Funding and Payment Office. In order to further evidence such assignment (and
      without prejudice to the effectiveness of the assignment provisions set forth
      above), each Revolving Lender agrees to enter into an Assignment Agreement
      at
      the request of Swing Line Lender in form and substance reasonably satisfactory
      to Swing Line Lender. In the event any Revolving Lender fails to make available
      to Swing Line Lender the amount of such Revolving Lender’s assignment as
      provided in this paragraph, Swing Line Lender shall be entitled to recover
      such
      amount on demand from such Revolving Lender together with interest thereon
      at
      the rate customarily used by Swing Line Lender for the correction of errors
      among banks for three Business Days and thereafter at the Base Rate. In the
      event Swing Line Lender receives a payment of any amount in which other
      Revolving Lenders have purchased assignments as provided in this paragraph,
      Swing Line Lender shall promptly distribute to each such other Revolving Lender
      its Pro Rata Share of such payment.

     

    (d)  Revolving
      Lenders’ Obligations.
      Anything contained herein to the contrary notwithstanding, each Revolving
      Lender’s obligation to make Revolving Loans for the purpose of repaying any
      Refunded Swing Line Loans pursuant to subsection 2.1A(iii)(b) and each
      Revolving Lender’s obligation to purchase an assignment of any unpaid Swing Line
      Loans pursuant to the immediately preceding paragraph shall be absolute and
      unconditional and shall not be affected by any circumstance, including
      (1) any set-off, counterclaim, recoupment, defense or other right which
      such Revolving Lender may have against Swing Line Lender, Borrower or any other
      Person for any reason whatsoever; (2) the occurrence or continuation
      of an
      Event of Default or a Potential Event of Default; (3) any adverse change
      in
      the business, operations, properties, assets, condition (financial or otherwise)
      or prospects of Parent or any of its Subsidiaries; (4) any breach of
      this
      Agreement or any other Loan Document by any party thereto; or (5) any
      other
      circumstance, happening or event whatsoever, whether or not similar to any
      of
      the foregoing; provided
      that
      such obligations of each Revolving Lender are subject to the condition that
      (x) Swing Line Lender believed in good faith that all conditions under
      Section 4 to the making of the applicable Refunded Swing Line Loans
      or
      other unpaid Swing Line Loans, as the case may be, were satisfied at the time
      such Refunded Swing Line Loans or unpaid Swing Line Loans were made or
      (y) the satisfaction of any such condition not satisfied had been waived
      in
      accordance with subsection 10.6 prior to or at the time such Refunded
      Swing
      Line Loans or other unpaid Swing Line Loans were made.

     

    
      
        
        

      

      
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    (iv)  Supplemental
      Term B Loans.
      Each
      Lender that has a Supplemental Term B Loan Commitment severally agrees
      to
      lend to Borrower on the Restatement Date an amount in Dollars not exceeding
      its
      Pro Rata Share of the aggregate amount of the Supplemental Term B Loan
      Commitments to be used for the purposes identified in subsection 2.5A.
      The
      amount of each Lender’s Supplemental Term B Loan Commitment is set forth
      opposite its name on Schedule 2.1
      annexed
      hereto and the aggregate amount of the Supplemental Term B Loan Commitments
      is $128,000,000;
      provided
      that the
      Supplemental Term B Loan Commitments of Lenders shall be adjusted to
      give
      effect to any assignments of the Supplemental Term B Loan Commitments
      pursuant to subsection 10.1B. Each Lender’s Supplemental Term B Loan
      Commitment shall expire immediately and without further action on
      September 15, 2005 if the Supplemental Term B Loans are not made
      on or
      before that date. Borrower may make only one borrowing under the Supplemental
      Term B Loan Commitments. Supplemental Term B Loans which are
      subsequently repaid or prepaid may not be reborrowed.

     

    (v)  LC
      Facility Commitment.
      Each LC
      Facility Lender severally agrees, subject to the limitations set forth in
      subsection 3.1A with respect to the Total Utilization of LC Facility
      Commitments, (i) to acquire participations in LC Facility Letters of Credit
      pursuant to subsection 3.1C and (ii) to make LC Facility Loans to Borrower
      pursuant to subsection 3.3C from time to time during the period from (and
      including) the Closing Date to (with respect to LC Facility Loans) but excluding
      the Revolving Loan Commitment Termination Date in an aggregate amount not
      exceeding its Pro Rata Share of the aggregate amount of the LC Facility
      Commitments to be used for the purposes identified in subsection 2.5B. The
      original amount of each LC Facility Lender’s LC Facility Commitment is set forth
      opposite its name on Schedule
      2.1
      annexed
      hereto and the aggregate original amount of the LC Facility Commitments is
      $20,000,000; provided
      that the
      LC Facility Commitments of LC Facility Lenders shall be adjusted to give effect
      to any assignments of the LC Facility Loan Commitments pursuant to subsection
      10.1B and shall be reduced from time to time by the amount of any reductions
      thereto made pursuant to subsection 2.4. Each LC Facility Lender’s LC Facility
      Commitment shall expire on the Revolving Loan Commitment Termination Date and
      all LC Facility Loans and all other amounts owed hereunder with respect to
      the
      LC Facility Loans and the LC Facility Commitments shall be paid in full no
      later
      than that date. LC Facility Loans borrowed pursuant to subsection 3.3C(i) may
      be
      prepaid without reducing the LC Facility Commitments; provided,
      however,
      that LC
      Facility Loans may not be reborrowed as such.

     

    (vi)  Synthetic
      Letter of Credit Commitment.
      Each
      Synthetic Letter of Credit Lender severally agrees, subject to the limitations
      set forth in subsection 3.1A with respect to the Total Utilization of
      Synthetic Letter of Credit Commitments, (i) to acquire participations
      in
      Synthetic Letters of Credit pursuant to subsection 3.1C and (ii) to
      make Synthetic Letter of Credit Loans to Borrower pursuant to
      subsection 3.3B(iii) from time to time during the period from (and
      including) the First Amendment Effective Date to (with respect to Synthetic
      Letter of Credit Loans) but excluding the Revolving Loan Commitment Termination
      Date in an aggregate amount not exceeding its Pro Rata Share of the aggregate
      amount of the Synthetic Letter of Credit Commitments to be used for the purposes
      identified in subsection 2.5B. The aggregate amount of the Synthetic
      Letter
      of Credit Commitments as of the First Amendment Effective Date is $15,000,000;
      provided
      that the
      Synthetic Letter of Credit Commitments of Synthetic Letter of Credit Lenders
      shall be adjusted to give effect to any assignments of the Synthetic Letter
      of
      Credit Loan Commitments pursuant to subsection 10.1B and shall be reduced
      from time to time by the amount of any reductions thereto made pursuant to
      subsection 2.4. Each Synthetic Letter of Credit Lender’s Synthetic Letter
      of Credit Commitment shall expire on the Revolving Loan Commitment Termination
      Date and all Synthetic Letter of Credit Loans and all other amounts owed
      hereunder with respect to the Synthetic Letter of Credit Loans and the Synthetic
      Letter of Credit Commitments shall be paid in full no later than that date.
      Synthetic Letter of Credit Loans may be prepaid from time to time pursuant
      to
      subsection 2.4B(i) without reducing the Synthetic Letter of Credit
      Commitments; provided,
      however,
      that
      the amount of each such prepayment shall be applied to replenish the
      Credit-Linked Deposits in accordance with subsection 2.4 except to the
      extent that a voluntary reduction of the Synthetic Letter of Credit Commitments
      is made simultaneously with such prepayment; and provided further
      that
      Synthetic Letter of Credit Loans may not be reborrowed except pursuant to
      subsection 3.3B(iii).

     

    
      
        
        

      

      
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    (vii)  Supplemental
      Canadian Dollar Term B Loans.
      Each
      Lender that has a Supplemental Canadian Dollar Term B Loan Commitment
      severally agrees to lend to Borrower on the Restatement Date an amount in
      Canadian Dollars not exceeding its Pro Rata Share of the aggregate amount of
      the
      Supplemental Canadian Dollar Term B Loan Commitments to be used for
      the
      purposes identified in subsection 2.5A. The amount of each Lender’s
      Supplemental Canadian Dollar Term B Loan Commitment is set forth opposite
      its name on Schedule 2.1
      annexed
      hereto and the aggregate amount of the Supplemental Term B Loan Commitments
      is the Canadian Dollar Equivalent of $57,000,000;
      provided
      that the
      Supplemental Canadian Dollar Term B Loan Commitments of Lenders shall
      be
      adjusted to give effect to any assignments of the Supplemental Canadian Dollar
      Term B Loan Commitments pursuant to subsection 10.1B. Each Lender’s
      Supplemental Canadian Dollar Term B Loan Commitment shall expire
      immediately and without further action on September 15, 2005 if the
      Supplemental Canadian Dollar Term B Loans are not made on or before
      that
      date. Borrower may make only one borrowing under the Supplemental Canadian
      Dollar Term B Loan Commitments. Supplemental Canadian Dollar Term B
      Loans which are subsequently repaid or prepaid may not be reborrowed. Each
      Supplemental Canadian Dollar Term B Lender, if it is not a "United States
      person" (as such term is defined in Section 7701(a)(30) of the Internal Revenue
      Code), shall designate by notice in writing to Administrative Agent,
a
      Related
      Affiliate of such Supplemental Canadian Dollar Term B Lender that is either
      a
      "United States person" (as such term is defined in Section 7701(a)(30) of the
      Internal Revenue Code) or is a Non-US Lender that has fulfilled the requirements
      in subsection 2.7B, for the purposes of making Supplemental Canadian Dollar
      Term
      B Loans available to Borrower.

     

    B.  Borrowing
      Mechanics. Term
      Loans or Revolving Loans made on any Funding Date (other than Revolving Loans
      made pursuant to a request by Swing Line Lender pursuant to
      subsection 2.1A(ii) or Revolving Loans made pursuant to
      subsection 3.3B) shall be in an aggregate minimum amount of (a) for
      Term Loans, the Dollar Equivalent of $2,500,000 and multiples of the Dollar
      Equivalent of $500,000 in excess of that amount and (b) for Revolving Loans,
      $2,000,000 and multiples of $500,000 in excess of that amount. Swing Line Loans
      made on any Funding Date shall be in an aggregate minimum amount of $500,000
      and
      multiples of $100,000 in excess of that amount. Whenever Borrower desires that
      Lenders make Term Loans or Revolving Loans it shall deliver to Administrative
      Agent a duly executed Notice of Borrowing no later than 12:00 Noon (New York
      City time) at least three Business Days in advance of the proposed Funding
      Date
      (in the case of a LIBOR Rate Loan or a BA Loan) or at least one Business Day
      in
      advance of the proposed Funding Date (in the case of a Base Rate Loan or a
      Canadian Prime Rate Loan). Whenever Borrower desires that Swing Line Lender
      make
      a Swing Line Loan, it shall deliver to Swing Line Lender, with a copy to
      Administrative Agent, a duly executed Notice of Borrowing no later than 12:00
      Noon (New York City time) on the proposed Funding Date. Term Loans and Revolving
      Loans may be continued as or converted into Base Rate Loans, Canadian Prime
      Rate
      Loans, LIBOR Rate Loans and/or BA Loans in the manner provided in
      subsection 2.2D. In lieu of delivering a Notice of Borrowing, Borrower
      may
      give Administrative Agent telephonic notice by the required time of any proposed
      borrowing under this subsection 2.1B; provided
      that
      such notice shall be promptly confirmed in writing by delivery of a duly
      executed Notice of Borrowing to Administrative Agent on or before the applicable
      Funding Date.

     

    Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower in
      acting upon any telephonic notice referred to above that Administrative Agent
      believes in good faith to have been given by an Officer or other person
      authorized to borrow on behalf of Borrower or for otherwise acting in good
      faith
      under this subsection 2.1B or under subsection 2.2D, and upon
      funding
      of Loans by Lenders, and upon conversion or continuation of the applicable
      basis
      for determining the interest rate with respect to any Loans pursuant to
      subsection 2.2D, in each case in accordance with this Agreement, pursuant
      to any such telephonic notice Borrower shall have effected Loans or a conversion
      or continuation, as the case may be, hereunder.

     

    
      
        
        

      

      
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    Borrower
      shall notify Administrative Agent prior to the funding of any Loans in the
      event
      that any of the matters to which Borrower is required to certify in the
      applicable Notice of Borrowing is no longer true and correct as of the
      applicable Funding Date, and the acceptance by Borrower of the proceeds of
      any
      Loans shall constitute a re-certification by Borrower, as of the applicable
      Funding Date, as to the matters to which Borrower is required to certify in
      the
      applicable Notice of Borrowing.

     

    Except
      as
      otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
      Borrowing for, or a Notice of Conversion/Continuation for conversion to, or
      continuation of, a LIBOR Rate Loan or a BA Loan (or telephonic notice in lieu
      thereof) shall be irrevocable, and Borrower shall be bound to make a borrowing
      or to effect a conversion or continuation in accordance therewith.

     

    C.  Disbursement
      of Funds.
      All
      Loans (other than Swing Line Loans) shall be made by Lenders simultaneously
      and
      proportionately to their respective Pro Rata Shares, it being understood that
      neither Administrative Agent nor any Lender shall be responsible for any default
      by any other Lender in that other Lender’s obligation to make a Loan requested
      hereunder nor shall the Commitment of any Lender to make the particular type
      of
      Loan requested be increased or decreased as a result of a default by any other
      Lender in that other Lender’s obligation to make a Loan requested hereunder.
      Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant
      to subsection 2.1B (or telephonic notice in lieu thereof), Administrative
      Agent shall notify each Lender for that type of Loan of the proposed borrowing.
      Each such Lender shall make the amount of its Loan available to Administrative
      Agent not later than 2:00 P.M. (New York City time) on the applicable Funding
      Date, in same day funds in Dollars (or, in the case of the Supplemental Canadian
      Dollar Term B Loans, in Canadian Dollars), at the Funding and Payment Office.
      Except as provided in subsection 2.1A(iii) or subsection 3.3B
      with
      respect to Revolving Loans used to repay Refunded Swing Line Loans or to
      reimburse any Revolving Issuing Lender or LC Facility Issuing Lender or
      Synthetic Letter of Credit Lender, as the case may be, for the amount of a
      drawing under a Revolving Letter of Credit or LC Facility Letter of Credit
      or
      Synthetic Letter of Credit, as the case may be, issued by it and with respect
      to
      any Swing Line Loans, upon satisfaction or waiver of the conditions precedent
      specified in subsections 4.1 (in the case of Loans made on the Restatement
      Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the
      proceeds (or, in the case of BA Loans, the BA Discount Proceeds) of such Loans
      available to Borrower on the applicable Funding Date, in same day funds in
      Dollars (or, in the case of the Supplemental Canadian Dollar Term B Loans,
      in
      Canadian Dollars) equal to the proceeds of all such Loans received by
      Administrative Agent from Lenders. In the case of Swing Line Loans, upon
      satisfaction or waiver of the conditions precedent specified in subsection
      4.2,
      Swing Line Lender shall make the amount of its Swing Line Loan available to
      Borrower not later than 2:00 P.M. (New
      York
      City time) on the applicable Funding Date, in same day funds in Dollars and
      pursuant to the instructions in the Notice of Borrowing for such Swing Line
      Loan.

     

    
      
        
        

      

      
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    Unless
      Administrative Agent shall have been notified by any Lender prior to a Funding
      Date for any Loans that such Lender does not intend to make available to
      Administrative Agent the amount of such Lender’s Loan requested on such Funding
      Date, Administrative Agent may assume that such Lender has made such amount
      available to Administrative Agent on such Funding Date and Administrative Agent
      may, in its sole discretion, but shall not be obligated to, make available
      to
      Borrower a corresponding amount on such Funding Date. If such corresponding
      amount is not in fact made available to Administrative Agent by such Lender,
      Administrative Agent shall be entitled to recover such corresponding amount
      on
      demand from such Lender together with interest thereon, for each day from such
      Funding Date until the date such amount is paid to Administrative Agent, at
      the
      customary rate set by Administrative Agent for the correction of errors among
      banks for three Business Days and thereafter at the Base Rate or, if applicable,
      the Canadian Prime Rate. If such Lender does not pay such corresponding amount
      forthwith upon Administrative Agent’s demand therefor, Administrative Agent
      shall promptly notify Borrower and Borrower shall immediately pay such
      corresponding amount to Administrative Agent together with interest thereon,
      for
      each day from such Funding Date until the date such amount is paid to
      Administrative Agent, at the rate payable under this Agreement for Base Rate
      Loans or, if applicable, Canadian Prime Rate Loans. Nothing in this
      subsection 2.1C shall be deemed to relieve any Lender from its obligation
      to fulfill its Commitments hereunder or to prejudice any rights that Borrower
      may have against any Lender as a result of any default by such Lender
      hereunder.

     

    D.  The
      Register. Administrative
      Agent, acting solely for these purposes as an agent of Borrower (it being
      acknowledged that Administrative Agent, in such capacity, and its officers,
      directors, employees, agent and affiliates shall constitute Indemnitees under
      subsection 10.3), shall maintain
      (and
      make available for inspection by Borrower and Lenders upon reasonable prior
      notice at reasonable times) at its address referred to in subsection 10.8
      a
      register for the recordation of, and shall record, the name and address of
      each
      Lender, and the Commitments and Loans of each Lender from time to time (the
      "Register").
      Borrower, Administrative Agent and Lenders shall deem and treat the Persons
      listed as Lenders in the Register as the holders and owners of the corresponding
      Commitments and Loans listed therein for all purposes hereof; all amounts owed
      with respect to any Commitment or Loan shall be owed to the Lender listed in
      the
      Register as the owner thereof; and any request, authority or consent of any
      Person who, at the time of making such request or giving such authority or
      consent, is listed in the Register as a Lender shall be conclusive and binding
      on any subsequent holder, assignee or transferee of the corresponding
      Commitments or Loans. Each Lender shall record on its internal records (and
      make
      available for inspection by Administrative Agent upon reasonable prior notice)
      the amount of its Loans and Commitments and each payment in respect hereof,
      and
      any such recordation shall be conclusive and binding on Borrower, absent
      manifest error, subject to the entries in the Register, which shall, absent
      manifest error, govern in the event of any inconsistency with any Lender’s
      records. Failure to make any recordation in the Register or in any Lender’s
      records, or any error in such recordation, shall not affect any Loans or
      Commitments or any Obligations in respect of any Loans.

     

    E.  Notes.
      At the
      request of any Lender, Borrower shall execute and deliver (i) on the
      Closing Date (or, with respect to Supplemental Term B Loans or Supplemental
      Canadian Dollar Term B Loans, the Restatement Date) and from time to time
      thereafter (or as required by subsection 10.1B(i)), (1) to such
      Lender
      (a) if such Lender holds a Term Loan, a Term Note substantially in the
      form
      of Exhibit IV
      annexed
      hereto to evidence such Lender’s Term Loan and with other appropriate
      insertions, (b) if such Lender holds a Revolving Loan Commitment, a
      Revolving Note substantially in the form of Exhibit V
      annexed
      hereto to evidence such Lender’s Revolving Loans, in the principal amount of
      such Lender’s Revolving Loan Commitment and with other appropriate insertions,
      and (c) if such Lender holds an LC Facility Commitment, an LC Facility
      Note
      substantially in the form of Exhibit VII
      annexed
      hereto to evidence such Lender’s LC Facility Loans, in the principal amount of
      such Lender’s LC Facility Commitment, and (2) to the Swing Line Lender, if
      the requesting Lender is the Swing Line Lender, a Swing Line Note substantially
      in the form of Exhibit VI
      annexed
      hereto to evidence the Swing Line Lender’s Swing Line Loans, in the principal
      amount of the Swing Line Loan Commitment and with other appropriate insertions
      and (ii) on the First Amendment Effective Date, and from time to time
      thereafter as required by subsection 10.1B(i), if such Lender holds
      a
      Synthetic Letter of Credit Commitment, a Synthetic Letter of Credit Note
      substantially in the form of Exhibit VIII
      annexed
      hereto to evidence such Lender’s Synthetic Letter of Credit Loans, in the
      principal amount of such Lender’s Synthetic Letter of Credit
      Commitment.

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

    F.  Bankers’
      Acceptances.

     

    (i)  Administrative
      Agent, promptly following receipt of a Notice of Borrowing or Notice of
      Conversion/Continuation requesting BA Loans, shall advise each Supplemental
      Canadian Dollar Term B Lender of the face or principal amount and term of each
      BA Loan to be accepted (and purchased) or advanced by it. The aggregate face
      or
      principal amount of BA Loans to be accepted or advanced by a Supplemental
      Canadian Dollar Term B Lender shall be determined by Administrative Agent by
      reference to such Supplemental Canadian Dollar Term B Lender’s Pro Rata Share of
      the issue or advance of BA Loans, except that the aggregate face amount of
      Bankers’ Acceptances to be accepted by the Supplemental Canadian Dollar Term B
      Lenders shall be increased or reduced by Administrative Agent in its sole
      discretion as may be necessary to ensure that the face amount of the Bankers’
      Acceptance to be accepted by each applicable Supplemental Canadian Dollar Term
      B
      Lender would be C$100,000 or a whole multiple thereof. For greater certainty,
      the foregoing requirement for a minimum face amount and a whole multiple of
      C$100,000 shall not apply to BA Equivalent Loans.

     

    (ii)  On
      the
      date specified in a Notice of Borrowing or Notice of Conversion/Continuation
      on
      which a BA Loan is to be made, Administrative Agent shall advise Borrower as
      to
      Administrative Agent’s determination of the BA Discount Rate for the BA Loans to
      be purchased or advanced, as the case may be.

     

    (iii)  Borrower
      shall issue and each Supplemental Canadian Dollar Term B Lender shall accept
      and
      subsequently purchase the Bankers’ Acceptance accepted by it at the applicable
      BA Discount Rate. Subject to clause (iv) below, each Supplemental Canadian
      Dollar Term B Lender shall provide Administrative Agent, for the account of
      Borrower, the BA Discount Proceeds less the Applicable Stamping Fee payable
      by
      Borrower with respect to the Bankers’ Acceptance.

     

    (iv)  In
      the
      event Borrower requests a continuation of BA Loans for a further Interest
      Period, or requests conversion from Canadian Prime Rate Loans into BA Loans
      in
      accordance with Section 2.2D, Administrative Agent shall make arrangements
      satisfactory to it to ensure the BA Discount Proceeds from the replacement
      BA
      Loans are applied to repay the face amount of the maturing BA Loans or the
      principal amount of such loans to be converted (the "Maturing
      Amount")
      and
      Borrower shall concurrently pay to Administrative Agent any positive difference
      between the Maturing Amount and such BA Discount Proceeds.

     

    (v)  Each
      Supplemental Canadian Dollar Term B Lender may from time to time hold, sell,
      rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and
      purchased by it.

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

    (vi)  In
      order
      to facilitate the issuance of Bankers’ Acceptances pursuant to this Agreement,
      Borrower hereby authorizes each of the Supplemental Canadian Dollar Term B
      Lenders, and appoints each of the Supplemental Canadian Dollar Term B Lenders
      as
      Borrower’s attorney, to complete, sign and endorse drafts or depository bills
      (as defined in the Depository
      Bills and Notes Act
      (Canada)
      (each such executed draft or bill being herein referred to as a "Draft")
      on its
      behalf in handwritten form or by facsimile or mechanical signature or otherwise
      in accordance with the applicable Notice of Borrowing or Notice of
      Conversion/Continuation and, once so completed, signed and endorsed to accept
      them as Bankers’ Acceptances under this Agreement and then if applicable,
      purchase, discount or negotiate such Bankers’ Acceptances in accordance with the
      provisions of this Agreement. Drafts so completed, signed, endorsed and
      negotiated on behalf of Borrower by a Supplemental Canadian Dollar Term B Lender
      shall bind Borrower as fully and effectively as if so performed by an authorized
      Officer of Borrower. Each draft of a Bankers’ Acceptance completed, signed or
      endorsed by a Supplemental Canadian Dollar Term B Lender shall mature on the
      last day of the term thereof. All Bankers’ Acceptances to be accepted by a
      particular Supplemental Canadian Dollar Term B Lender shall, at the option
      of
      such Supplemental Canadian Dollar Term B Lender, be issued in the form of
      depository bills made payable originally to and deposited with The Depository
      for Securities Limited pursuant to the Depository
      Bills and Notes Act
      (Canada).

     

    (vii)  Any
      Drafts to be used for Bankers’ Acceptances which are held by a Supplemental
      Canadian Dollar Term B Lender shall be held in safekeeping with the same degree
      of care as if they were such Supplemental Canadian Dollar Term B Lender’s own
      property being kept at the place at which they are to be held. Borrower may,
      by
      written notice to Administrative Agent, designate persons other than authorized
      Officers authorized to give Administrative Agent instructions regarding the
      manner in which Drafts are to be completed and the times at which they are
      to be
      issued; provided,
      however,
      that
      receipt by Administrative Agent of a Notice of Borrowing or Notice of
      Conversion/Continuation requesting an advance or continuation into, Bankers’
      Acceptances shall be deemed to be sufficient authority from authorized Officers
      or such designated persons for each of the Supplemental Canadian Dollar Term
      B
      Lenders to complete, and issue drafts in accordance with such notice. None
      of
      Administrative Agent or the Supplemental Canadian Dollar Term B Lenders nor
      any
      of their respective directors, officers, employees or representatives shall
      be
      liable for any action taken or omitted to be taken by any of them under this
      Section 2.1F(vii) except for their own respective gross negligence or willful
      misconduct as determined by a final judgment of a court of competent
      jurisdiction.

     

    (viii)  Borrower
      waives presentment for payment and any other defense to the payment of any
      amounts due to a Supplemental Canadian Dollar Term B Lender in respect of a
      Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement
      which might exist solely by reason of the Bankers’ Acceptance being held, at the
      maturity thereof, by the Supplemental Canadian Dollar Term B Lender in its
      own
      right and Borrower agrees not to claim any days of grace if the Supplemental
      Canadian Dollar Term B Lender as holder sues Borrower on the Bankers’ Acceptance
      for payment of the amount payable by Borrower thereunder. Each Bankers’
      Acceptance shall mature and the face amount thereof shall be due and payable
      on
      the last day of the Interest Period applicable thereto.

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

    (ix)  Whenever
      Borrower requests a Supplemental Canadian Dollar Term B Loan under this
      Agreement by way of Bankers’ Acceptances, each Non-Acceptance Lender shall, in
      lieu of accepting a Bankers’ Acceptance, make a BA Equivalent Loan by way of
      Discount Note in an amount equal to the Non-Acceptance Lender’s Pro Rata Share
      of the BA Loan. All terms of this Agreement applicable to Bankers’ Acceptances
      and Drafts shall apply equally to Discount Notes evidencing BA Equivalent Loans
      with such changes as may in the context be necessary. For greater
      certainty:

     

    (a)  the
      term
      of a Discount Note shall be the same as the Interest Period for Bankers’
      Acceptances accepted on the same date of the Borrowing in respect of the same
      BA
      Loan;

     

    (b)  an
      acceptance fee will be payable in respect of a Discount Note and shall be
      calculated at the same rate and in the same manner as the Applicable Stamping
      Fee in respect of a Bankers’ Acceptance; and

     

    (c)  the
      proceeds from a BA Equivalent Loan shall be equal to the BA Discount Proceeds
      of
      the Discount Note.

     

    
      	2.2        
                	
              Interest
                on the Loans.

            


    

     

    A.  Rate
      of Interest.
      Subject
      to the provisions of subsections 2.6 and 2.7, each Loan (other than
      a Swing
      Line Loan or a BA Loan) shall bear interest on the unpaid principal amount
      thereof from the date made through maturity (whether by acceleration or
      otherwise) at a rate determined by reference to the Base Rate, the Canadian
      Prime Rate or the Adjusted LIBOR Rate. Subject to the provisions of
      subsection 2.7, each Swing Line Loan shall bear interest on the unpaid
      principal amount thereof from the date made through maturity (whether by
      acceleration or otherwise) at a rate determined by reference to the Base Rate.
      Subject to the provisions of subsections 2.6 and 2.7, the interest component
      in
      respect of each BA Loan shall be as provided in subsection 2.2A(iv). The
      applicable basis for determining the rate of interest with respect to any
      Term Loan or any Revolving Loan shall be selected by Borrower initially
      at
      the time a Notice of Borrowing is given with respect to such Loan pursuant
      to
      subsection 2.1B, and the basis for determining the interest rate with
      respect to any Term Loan or any Revolving Loan may be changed from time
      to
      time pursuant to subsection 2.2D. If on any day a Term Loan or
      a
      Revolving Loan is outstanding with respect to which notice has not been
      delivered to Administrative Agent in accordance with the terms of this Agreement
      specifying the applicable basis for determining the rate of interest, then
      for
      that day that Loan shall bear interest determined by reference to the Base
      Rate
      or the Canadian Prime Rate, as applicable.

     

    (i)  Subject
      to the provisions of subsections 2.2E, 2.2G and 2.7, the Revolving Loans
      shall bear interest through maturity as follows:

     

    (a)  if
      a Base
      Rate Loan, then at the sum of the Base Rate plus
      the Base
      Rate Margin set forth in the table below opposite the Leverage Ratio for the
      four Fiscal Quarter period for which the applicable Pricing Certificate has
      been
      delivered pursuant to subsection 6.1(iv); or

     

    (b)  if
      a
      LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus
      the
      LIBOR Rate Margin set forth in the table below opposite the Leverage Ratio
      for
      the four Fiscal Quarter period for which the applicable Pricing Certificate
      has
      been delivered pursuant to subsection 6.1(iv):

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

    


    
      	 	
               

               

              Leverage
                Ratio

            	
               

              LIBOR
                Rate

              Margin

            	
               

               

              Base
                Rate Margin

            
	
               

              Greater
                than or equal to   

            	
               

              3.50:1.00

            	
               

              3.50%

            	
               

              2.25%

            
	
               

              Greater
                than or equal to

              but
                less than

            	
               

              3.00:1.00

              3.50:1.00

            	
               

              3.25%

            	
               

              2.00%

            
	
               

              Less
                than

            	
               

              3.00:1.00

            	
               

              3.00%

            	
               

              1.75%

            


    

    


            (ii)  Subject
      to the provisions of subsections 2.2E, 2.2G and 2.7, the LC Facility Loans
      shall
      bear interest through maturity as follows:

     

    (a)  if
      a Base
      Rate Loan, then at the sum of the Base Rate plus
      the Base
      Rate Margin set forth in the table below opposite the Leverage Ratio for the
      four Fiscal Quarter period for which the applicable Pricing Certificate has
      been
      delivered pursuant to subsection 6.1(iv); or

     

    (b)  if
      a
      LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus
      the
      LIBOR Rate Margin set forth in the table below opposite the Leverage Ratio
      for
      the four Fiscal Quarter period for which the applicable Pricing Certificate
      has
      been delivered pursuant to subsection 6.1(iv):

     

    
      	 	
               

               

              Leverage
                Ratio

            	
               

              LIBOR
                Rate

              Margin

            	
               

               

              Base
                Rate Margin

            
	
               

              Greater
                than or equal to   

            	
               

              3.50:1.00

            	
               

              4.00%

            	
               

              2.75%

            
	
               

              Less
                than

            	
               

              3.50:1.00

            	
               

              3.75%

            	
               

              2.50%

            


    

     

    (iii)  Subject
      to the provisions of subsections 2.2E, 2.2G and 2.7, the U.S. Dollar Term Loans
      and the Synthetic Letter of Credit Loans shall bear interest through maturity
      (a) if a Base Rate Loan, then at the sum of the Base Rate plus
      2.00%,
      or (b) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate
      plus
      3.00%.

     

    (iv)  Subject
      to the provisions of subsections 2.2E, 2.2G and 2.7, (a) Supplemental Canadian
      Dollar Term B Loans that are Canadian Prime Rate Loans shall bear interest
      through maturity at the sum of the Canadian Prime Rate plus
      2.25%,
      and (b) in respect of Supplemental Canadian Dollar Term B Loans that
      are BA
      Loans Borrower shall pay to each Supplemental Canadian Dollar Term B Lender
      that
      accepts or advances a BA Loan, as a condition of and at the time of such
      acceptance or advance, a fee at the rate of the then Applicable Stamping Fee
      calculated on the basis of a year of 365 days on the face amount at
      maturity (or the principal amount in the case of a BA Equivalent Loan) of such
      Bankers’ Acceptance for the period from and including the date of acceptance (or
      advance in the case of a BA Equivalent Loan) of such Bankers’ Acceptance for the
      period from and including the date of acceptance to but excluding the maturity
      date of such Bankers’ Acceptance.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

    (v)  Upon
      delivery of the Pricing Certificate by Borrower to Administrative Agent pursuant
      to subsection 6.1(iv), the Base Rate Margin and the LIBOR Rate Margin
      shall
      automatically be adjusted in accordance with such Pricing Certificate, such
      adjustment to become effective on the next succeeding Business Day following
      the
      receipt by Administrative Agent of such Pricing Certificate; provided
      that, if
      at any time a Pricing Certificate is not delivered at the time required pursuant
      to subsection 6.1(iv), from the time such Pricing Certificate was required
      to be delivered until delivery of such Pricing Certificate, the applicable
      margins shall be the maximum percentage amount for the relevant Loan set forth
      above.

    
       

    

    (vi)  Subject
      to the provisions of subsections 2.2E, 2.2G and 2.7, the Swing Line
      Loans
      shall bear interest through maturity at the sum of the Base Rate plus
      the
      applicable Base Rate Margin for Revolving Loans.

     

    B.  Interest
      Periods.
      In
      connection with each LIBOR Rate Loan and BA Loan, Borrower may, pursuant to
      the
      applicable Notice of Borrowing or Notice of Conversion/Continuation, as the
      case
      may be, select an interest period (each an "Interest
      Period")
      to be
      applicable to such Loan, which Interest Period shall be, at Borrower’s option,
      (a) in respect of LIBOR Rate Loans, either a one, two, three or six month period
      (or a nine or twelve month period if, at the time of the relevant LIBOR Rate
      Loan, all Lenders participating therein agree to make an interest period of
      such
      duration available) and (b) in respect of BA Loans, either a one, two, three
      or
      six month period (in each case subject to availability); provided
      that:

     

    (i)  the
      initial Interest Period for any LIBOR Rate Loan or BA Loan shall commence on
      the
      Funding Date in respect of such Loan, in the case of a Loan initially made
      as a
      LIBOR Rate Loan or BA Loan, as applicable, or on the date specified in the
      applicable Notice of Conversion/Continuation, in the case of a Loan converted
      to
      a LIBOR Rate Loan or BA Loan, as applicable;

     

    (ii)  in
      the
      case of immediately successive Interest Periods applicable to a LIBOR Rate
      Loan
      or BA Loan continued as such pursuant to a Notice of Conversion/Continuation,
      each successive Interest Period shall commence on the day on which the next
      preceding Interest Period expires;

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

    (iii)  if
      an
      Interest Period for a LIBOR Rate Loan would otherwise expire on a day that
      is
      not a Business Day, such Interest Period shall expire on the next succeeding
      Business Day; provided
      that, if
      any Interest Period would otherwise expire on a day that is not a Business
      Day
      but is a day of the month after which no further Business Day occurs in such
      month, such Interest Period shall expire on the next preceding Business
      Day;

     

    (iv)  no
      BA
      Loan shall mature on a day which is not a Business Day and if any Interest
      Period for a BA Loan would otherwise expire on a day that is not a Business
      Day,
      such Interest Period shall expire on the next succeeding Business
      Day;

     

    (v)  if
      Borrower fails to provide a Notice of Conversion/Continuation in respect of
      BA
      Loans within the time period required in subsection 2.2D, such BA Loans shall
      automatically be converted into Canadian Prime Rate Loans on the last day of
      the
      Interest Period applicable thereto;

     

    (vi)  any
      Interest Period for a LIBOR Rate Loan that begins on the last Business Day
      of a
      calendar month (or on a day for which there is no numerically corresponding
      day
      in the calendar month at the end of such Interest Period) shall, subject to
      clause (v) of this subsection 2.2B, end on the last Business
      Day of a
      calendar month;

     

    (vii)  no
      Interest Period with respect to any portion of the Term Loans shall extend
      beyond the Term Loan Maturity Date and no Interest Period with respect to any
      portion of the Revolving Loans shall extend beyond the Revolving Loan Commitment
      Termination Date;

     

    (viii)  no
      Interest Period with respect to any type of Term Loans shall extend
      beyond
      a date on which Borrower is required to make a scheduled payment of principal
      of
      such type of Term Loans, unless the sum of (a) the aggregate
      principal
      amount of such type of Term Loans that are Base Rate Loans plus
      (b) the aggregate principal amount of such type of Term Loans
      that are
      LIBOR Rate Loans with Interest Periods expiring on or before such date equals
      or
      exceeds the principal amount required to be paid on such type of Term Loans
      on such date; 

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

    (ix)  no
      Interest Period with respect to any portion of the Revolving Loans shall extend
      beyond the date on which a permanent reduction of the Revolving Loan Commitments
      is scheduled to occur unless the sum of (a) the aggregate principal
      amount
      of Revolving Loans that are Base Rate Loans plus
      (b) the aggregate principal amount of Revolving Loans that are LIBOR
      Rate
      Loans with Interest Periods expiring on or before such date plus
      (c) the excess of the Revolving Loan Commitments then in effect over
      the
      aggregate principal amount of Revolving Loans then outstanding equals or exceeds
      the permanent reduction of the Revolving Loan Commitments that is scheduled
      to
      occur on such date;

     

    (x)  there
      shall be no more than 12 Interest Periods outstanding at any time; and


     

    (xi)  in
      the
      event Borrower fails to specify an Interest Period for any LIBOR Rate Loan
      or BA
      Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation,
      Borrower shall be deemed to have selected an Interest Period of one month or
      30
      days, as applicable.

     

    C.  Interest
      Payments.
      Subject
      to the provisions of subsection 2.2E, interest on each Loan shall be
      payable in arrears on and to each Interest Payment Date applicable to that
      Loan,
      upon any prepayment of that Loan (to the extent accrued on the amount being
      prepaid) and at maturity (including final maturity); provided
      that in
      the event any Swing Line Loans or any Revolving Loans that are Base Rate Loans
      are prepaid pursuant to subsection 2.4B(i), interest accrued on such
      Loans
      through the date of such prepayment shall be payable on the next succeeding
      Interest Payment Date applicable to Base Rate Loans (or, if earlier, at final
      maturity).

     

    D.  Conversion
      or Continuation.
      Subject
      to the provisions of subsection 2.6, Borrower shall have the option
      (i) to convert at any time all or any part of its outstanding Term Loans,
      LC Facility Loans, Synthetic Letter of Credit Loans or Revolving Loans equal
      to
      the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent
      of
      $500,000 in excess of that amount from Loans bearing interest at a rate
      determined by reference to one basis to Loans bearing interest at a rate
      determined by reference to an alternative basis or (ii) upon the expiration
      of any Interest Period applicable to a LIBOR Rate Loan or a BA Loan, to continue
      all or any portion of such Loan equal to the Dollar Equivalent of $2,500,000
      and
      multiples of the Dollar Equivalent of $500,000 in excess of that amount as
      a
      LIBOR Rate Loan or a BA Loan; provided,
      however,
      that a
      LIBOR Rate Loan may only be converted into a Base Rate Loan and a BA Loan may
      only be converted into a Canadian Prime Rate Loan on the expiration date of
      an
      Interest Period applicable thereto.

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

    Borrower
      shall deliver a duly executed Notice of Conversion/Continuation to
      Administrative Agent no later than 12:00 Noon (New York City time) at least
      one
      Business Day in advance of the proposed conversion date (in the case of a
      conversion to a Base Rate Loan or a Canadian Prime Rate Loan) and at least
      three
      Business Days in advance of the proposed conversion/continuation date (in the
      case of a conversion to, or a continuation of, a LIBOR Rate Loan or a BA Loan).
      In lieu of delivering a Notice of Conversion/Continuation, Borrower may give
      Administrative Agent telephonic notice by the required time of any proposed
      conversion/continuation under this subsection 2.2D; provided
      that
      such notice shall be promptly confirmed in writing by delivery of a duly
      executed Notice of Conversion/Continuation to Administrative Agent on or before
      the proposed conversion/continuation date. Upon receipt of written or telephonic
      notice of any proposed conversion/continuation under this subsection 2.2D,
      Administrative Agent shall promptly notify each applicable Lender of the Loan
      subject to the Notice of Conversion/Continuation.

     

    E.  Default
      Rate.
      Upon the
      occurrence and during the continuation of any Event of Default, the outstanding
      principal amount of all Loans and, to the extent permitted by applicable law,
      any interest payments thereon not paid when due and any fees and other amounts
      then due and payable hereunder, shall thereafter bear interest (including
      post-petition interest in any proceeding under the Bankruptcy Code or other
      applicable bankruptcy laws) payable upon demand at a rate that is 2% per annum
      in excess of the interest rate otherwise payable under this Agreement with
      respect to the applicable Loans (or, in the case of any such fees and other
      amounts, at a rate which is 2% per annum in excess of the interest rate
      otherwise payable under this Agreement for Base Rate Loans); provided
      that, in
      the case of LIBOR Rate Loans and BA Loans, upon the expiration of the Interest
      Period in effect at the time any such increase in interest rate is effective
      such LIBOR Rate Loans or BA Loans, as applicable, shall thereupon become Base
      Rate Loans or Canadian Prime Rate Loans, as applicable, and shall thereafter
      bear interest payable upon demand at a rate which is 2% per annum in excess
      of
      the interest rate otherwise payable under this Agreement for Base Rate Loans
      or
      Canadian Prime Rate Loans, as applicable. Payment or acceptance of the increased
      rates of interest provided for in this subsection 2.2E is not a permitted
      alternative to timely payment and shall not constitute a waiver of any Event
      of
      Default or otherwise prejudice or limit any rights or remedies of Administrative
      Agent or any Lender.

     

    F.  Computation
      of Interest.
      Interest
      on the Loans shall be computed on the basis of a 360-day year, in each case
      for
      the actual number of days elapsed in the period during which it accrues. In
      computing interest on any Loan, the date of the making of such Loan or the
      first
      day of an Interest Period applicable to such Loan or, with respect to a Base
      Rate Loan or a Canadian Prime Rate Loan being converted from a LIBOR Rate Loan
      or a BA Loan, as applicable, the date of conversion of such LIBOR Rate Loan
      or
      BA Loan to such Base Rate Loan or Canadian Prime Rate Loan, as the case may
      be,
      shall be included, and the date of payment of such Loan or the expiration date
      of an Interest Period applicable to such Loan or, with respect to a Base Rate
      Loan or a Canadian Prime Rate Loan being converted to a LIBOR Rate Loan or
      a BA
      Loan, as applicable, the date of conversion of such Base Rate Loan or Canadian
      Prime Rate Loan to such LIBOR Rate Loan or BA Loan, as the case may be, shall
      be
      excluded; provided
      that if
      a Loan is repaid on the same day on which it is made, one day’s interest shall
      be paid on that Loan.

     

    G.  Maximum
      Rate.
      Notwithstanding the foregoing provisions of this subsection 2.2, in
      no
      event shall the rate of interest payable by Borrower with respect to any Loan
      exceed the maximum rate of interest permitted to be charged under applicable
      law.

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

    
      	2.3        
                	
              Fees.

            


    

     

    A.  Commitment
      Fees. Borrower
      agrees to pay to Administrative Agent, for distribution to each Revolving Lender
      in proportion to that Lender’s Pro Rata Share, commitment fees for the period
      from and including the Closing Date to and excluding the Revolving Loan
      Commitment Termination Date equal to the average of the daily excess of the
      Revolving Loan Commitments over the sum of (i) the aggregate principal
      amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans)
      plus
      (ii) the Revolving Letter of Credit Usage multiplied
      by
      a rate
      per annum equal to the percentage set forth in the table below opposite the
      Leverage Ratio for the four Fiscal Quarter period for which the applicable
      Pricing Certificate has been delivered pursuant to
      subsection 6.1(iv):

     

    
      	
               

              Leverage
                Ratio

            	
               

              Commitment

              Fee
                Percentage

            
	
               

              3.00:1.00
                or greater

            	
               

              0.50%

            
	
               

              Less
                than 3.00:1.00

            	
               

              0.375%

            


    

    


    such
      commitment fees to be calculated on the basis of a 360-day year and the actual
      number of days elapsed and to be payable quarterly in arrears on the last
      Business Day of March, June, September and December of each year, commencing
      on
      the first such date to occur after the Closing Date, and on the Revolving Loan
      Commitment Termination Date. Upon delivery of the Pricing Certificate by
      Borrower to Administrative Agent pursuant to subsection 6.1(iv), the
      applicable commitment fee percentage shall automatically be adjusted in
      accordance with such Pricing Certificate, such adjustment to become effective
      on
      the next succeeding Business Day following the receipt by Administrative Agent
      of such Pricing Certificate; provided
      that, if
      at any time a Pricing Certificate is not delivered at the time required pursuant
      to subsection 6.1(iv), from the time such Pricing Certificate was required
      to be delivered until delivery of such Pricing Certificate, the applicable
      commitment fee percentage shall be the maximum percentage amount set forth
      above.

     

    B.  Other
      Fees.
      Borrower
      agrees to pay to Administrative Agent such fees in the amounts and at the times
      separately agreed upon between Borrower and Administrative Agent or
      Co-Arrangers, as the case may be.

     

    
      	2.4         
               	
              Repayments,
                Prepayments and Reductions in Revolving Loan Commitments; General
                Provisions Regarding Payments; Application of Proceeds of Collateral
                and
                Payments Under Guaranties.

            


    

     

    A.  Scheduled
      Payments of Term Loans.

     

    (i)  U.S.
      Dollar Term Loans.
      Borrower shall make principal payments in Dollars on the U.S. Dollar Term Loans
      in installments on the dates and in the amounts set forth below:

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

    
       

      

        
          	
                   

                  Date

                	
                   

                  Scheduled
                    Repayment

                  of
                    U.S. Dollar Term Loans

                
	
                   

                  September
                    30, 2005

                	
                   

                  $575,000.00

                
	
                   

                  December
                    31, 2005

                	
                   

                  $575,000.00

                
	
                   

                  March
                    31, 2006

                	
                   

                  $575,000.00

                
	
                   

                  June
                    30, 2006

                	
                   

                  $575,000.00

                
	
                   

                  September
                    30, 2006

                	
                   

                  $575,000.00

                
	
                   

                  December
                    31, 2006

                	
                   

                  $575,000.00

                
	
                   

                  March 31,
                    2007

                	
                   

                  $575,000.00

                
	
                   

                  June
                    30, 2007

                	
                   

                  $575,000.00

                
	
                   

                  September
                    30, 2007

                	
                   

                  $575,000.00

                
	
                   

                  December
                    31, 2007

                	
                   

                  $575,000.00

                
	
                   

                  March
                    31, 2008

                	
                   

                  $575,000.00

                
	
                   

                  June 30,
                    2008

                	
                   

                  $575,000.00

                
	
                   

                  September
                    30, 2008

                	
                   

                  $575,000.00

                
	
                   

                  December
                    31, 2008

                	
                   

                  $575,000.00

                
	
                   

                  March
                    31, 2009

                	
                   

                  $575,000.00

                
	
                   

                  June
                    30, 2009

                	
                   

                  $575,000.00

                
	
                   

                  September
                    30, 2009

                	
                   

                  $575,000.00

                
	
                   

                  December
                    31, 2009

                	
                   

                  $575,000.00

                
	
                   

                  March
                    31, 2010

                	
                   

                  $575,000.00

                
	
                   

                  June
                    30, 2010

                	
                   

                  $575,000.00

                
	
                   

                  September
                    30, 2010

                	
                   

                  $575,000.00

                
	
                   

                  December
                    31, 2010

                	
                   

                  $575,000.00

                
	
                   

                  March
                    31, 2011

                	
                   

                  $575,000.00

                
	
                   

                  June
                    30, 2011

                	
                   

                  $575,000.00

                
	
                   

                  September
                    30, 2011

                	
                   

                  $575,000.00

                
	
                   

                  December
                    31, 2011

                	
                   

                  $575,000.00

                
	
                   

                  Term
                    Loan Maturity Date

                	
                   

                  $215,141,325.77

                
	
                   

                  TOTAL:

                	
                   

                  $230,091,325.77

                


        

      

       

       

       

       

       

      

         


         

      

       

      
        
          
          

        

        
          -61-

          
            

          

        

        
          
          

        

      

       

      ;
        provided
        that the
        scheduled installments of principal of the U.S. Dollar Term Loans set forth
        above shall be reduced in connection with any voluntary or mandatory prepayments
        of the U.S. Dollar Term Loans in accordance with subsection 2.4B(iv);
        and
provided,
        further,
        that
        the U.S. Dollar Term Loans and all other amounts owed hereunder with respect
        to
        the U.S. Dollar Term Loans shall be paid in full no later than the Term Loan
        Maturity Date, and the final installment payable by Borrower in respect of
        the
        U.S. Dollar Term Loans on such date shall be in an amount, if such amount
        is
        different from that specified above, sufficient to repay all amounts owing
        by
        Borrower under this Agreement with respect to the U.S. Dollar Term
        Loans.

    

     

    (ii)  Supplemental
      Canadian Dollar Term B Loans.
      Borrower shall make principal payments in Canadian Dollars on the Supplemental
      Canadian Dollar Term B Loans in installments on the dates and in the amounts
      set
      forth below:

     

    

      
        	
                 

                Date

              	
                 

                Scheduled
                  Repayment

                of
                  Supplemental Canadian Dollar Term B Loans

              
	
                 

                September
                  30, 2005

              	
                 

                C$176,000.00

              
	
                 

                December
                  31, 2005

              	
                 

                C$176,000.00

              
	
                 

                March
                  31, 2006

              	
                 

                C$176,000.00

              
	
                 

                June
                  30, 2006

              	
                 

                C$176,000.00

              
	
                 

                September
                  30, 2006

              	
                 

                C$176,000.00

              
	
                 

                December
                  31, 2006

              	
                 

                C$176,000.00

              
	
                 

                March 31,
                  2007

              	
                 

                C$176,000.00

              
	
                 

                June
                  30, 2007

              	
                 

                C$176,000.00

              
	
                 

                September
                  30, 2007

              	
                 

                C$176,000.00

              
	
                 

                December
                  31, 2007

              	
                 

                C$176,000.00

              
	
                 

                March
                  31, 2008

              	
                 

                C$176,000.00

              
	
                 

                June 30,
                  2008

              	
                 

                C$176,000.00

              
	
                 

                September
                  30, 2008

              	
                 

                C$176,000.00

              
	
                 

                December
                  31, 2008

              	
                 

                C$176,000.00

              
	
                 

                March
                  31, 2009

              	
                 

                C$176,000.00

              
	
                 

                June
                  30, 2009

              	
                 

                C$176,000.00

              
	
                 

                September
                  30, 2009

              	
                 

                C$176,000.00

              
	
                 

                December
                  31, 2009

              	
                 

                C$176,000.00

              
	
                 

                March
                  31, 2010

              	
                 

                C$176,000.00

              
	
                 

                June
                  30, 2010

              	
                 

                C$176,000.00

              
	
                 

                September
                  30, 2010

              	
                 

                C$176,000.00

              
	
                 

                December
                  31, 2010

              	
                 

                C$176,000.00

              
	
                 

                March
                  31, 2011

              	
                 

                C$176,000.00

              
	
                 

                June
                  30, 2011

              	
                 

                C$176,000.00

              
	
                 

                September
                  30, 2011

              	
                 

                C$176,000.00

              
	
                 

                December
                  31, 2011

              	
                 

                C$176,000.00

              
	
                 

                Term
                  Loan Maturity Date

              	
                 

                C$65,750,600.00

              
	
                 

                TOTAL:

              	
                 

                C$70,326,600.00

              


      

    

     

     

    

       

    

    


    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

    ;
      provided
      that the
      scheduled installments of principal of the Supplemental Canadian Dollar Term
      B
      Loans set forth above shall be reduced in connection with any voluntary or
      mandatory prepayments of the Supplemental Canadian Dollar Term B Loans in
      accordance with subsection 2.4B(iv); and provided,
      further,
      that
      the Supplemental Canadian Dollar Term B Loans and all other amounts owed
      hereunder with respect to the Supplemental Canadian Dollar Term B Loans shall
      be
      paid in full no later than the Term Loan Maturity Date, and the final
      installment payable by Borrower in respect of the Supplemental Canadian Dollar
      Term B Loans on such date shall be in an amount, if such amount is different
      from that specified above, sufficient to repay all amounts owing by Borrower
      under this Agreement with respect to the Supplemental Canadian Dollar Term
      B
      Loans.

     

    B.  Prepayments
      and Unscheduled Reductions in Commitments.

     

    (i)  Voluntary
      Prepayments.
      Borrower may, upon written or telephonic notice to Administrative Agent on
      or
      prior to 12:00 Noon (New York City time) on the date of prepayment, which
      notice, if telephonic, shall be promptly confirmed in writing, at any time
      and
      from time to time prepay any Swing Line Loan on any Business Day in whole or
      in
      part in an aggregate minimum amount of $500,000 and multiples of $100,000 in
      excess of that amount. Borrower may, upon not less than one Business Day’s prior
      written or telephonic notice, in the case of Base Rate Loans or Canadian Prime
      Rate Loans, and three Business Days’ prior written or telephonic notice, in the
      case of LIBOR Rate Loans or BA Loans, in each case given to Administrative
      Agent
      by 12:00 Noon (New York City time) on the date required and, if given by
      telephone, promptly confirmed in writing to Administrative Agent (who shall
      promptly notify each Lender for the Loans to be prepaid), at any time and from
      time to time prepay any Loans on any Business Day in whole or in part in an
      aggregate minimum amount of (a) for Term Loans, the Dollar Equivalent of
      $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of
      that
      amount and (b) for Revolving Loans, $1,000,000 and multiples of $500,000 in
      excess of that amount; provided,
      however,
      that
      (x) a LIBOR Rate Loan may only be prepaid on the expiration of the Interest
      Period applicable thereto unless Borrower pays on such date of prepayment all
      amounts owing to Lenders under subsection 2.6D and (y) BA Loans may
      not be
      repaid on any day other than the last day of an Interest Period applicable
      thereto; provided further
      that
      Borrower shall be permitted to defease any BA Loan by depositing with
      Administrative Agent an amount (as specified by Administrative Agent) sufficient
      to pay all amounts that will be due in respect of such BA Loan at the end of
      the
      Interest Period applicable thereto. Notice of prepayment having been given
      as
      aforesaid shall be irrevocable and the principal amount of the Loans specified
      in such notice shall become due and payable on the prepayment date specified
      therein. Any such voluntary prepayment shall be applied as specified in
      subsection 2.4B(iv).

     

    (ii)  Voluntary
      Reductions of Commitments.
      Borrower may, upon not less than three Business Days’ prior written or
      telephonic notice confirmed in writing to Administrative Agent (who shall
      promptly notify each Revolving Lender or LC Facility Lender or Synthetic Letter
      of Credit Lender, as the case may be, of such notice), at any time and from
      time
      to time terminate in whole or permanently reduce in part, without premium or
      penalty, (a) the Revolving Loan Commitments in an amount up to the amount
      by which the Revolving Loan Commitments exceed the Total Utilization of
      Revolving Loan Commitments at the time of such proposed termination or
      reduction; provided
      that any
      such partial reduction of the Revolving Loan Commitments shall be in an
      aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess
      of
      that amount, (b) the LC Facility Commitments in an amount up to the amount
      by
      which the LC Facility Commitments exceed the Total Utilization of LC Facility
      Commitments at the time of such proposed termination or reduction; provided
      that any
      such partial reduction of the LC Facility Commitments shall be in an aggregate
      minimum amount of $2,500,000 and multiples of $500,000 in excess of that amount,
      and (c) the Synthetic Letter of Credit Commitments in an amount up to
      the
      amount by which the Synthetic Letter of Credit Commitments exceed the Total
      Utilization of Synthetic Letter of Credit Commitments at the time of such
      proposed termination or reduction; provided
      that any
      such partial reduction of the Synthetic Letter of Credit Commitments shall
      be in
      an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess
      of
      that amount. Borrower’s notice to Administrative Agent shall designate the date
      (which shall be a Business Day) of such termination or reduction and the amount
      of any partial reduction, and such termination or reduction of the Revolving
      Loan Commitments or LC Facility Commitment or Synthetic Letter of Credit
      Commitments, as the case may be, shall be effective on the date specified in
      Borrower’s notice and shall reduce the Revolving Loan Commitment, LC Facility
      Commitment or Synthetic Letter of Credit Commitment, as the case may be, of
      each
      Revolving Lender, LC Facility Lender or Synthetic Letter of Credit Lender,
      respectively, proportionately to its Pro Rata Share. Any such voluntary
      reduction of the Revolving Loan Commitments or LC Facility Commitment or
      Synthetic Letter of Credit Commitments, as the case may be, shall be applied
      as
      specified in subsection 2.4B(iv).

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

    (iii)  Mandatory
      Prepayments.
      The
      Loans shall be prepaid in the amounts and under the circumstances set forth
      below, all such prepayments and/or reductions to be applied as set forth below
      or as more specifically provided in subsection 2.4B(iv):

     

    (a)  Prepayments
      From Net Asset Sale Proceeds.
      Within
      3 Business Days of receipt by Parent or any of its Subsidiaries of any Net
      Asset
      Sale Proceeds in respect of Asset Sales in an aggregate amount in excess of
      $5,000,000 in any Fiscal Year (any such Net Asset Sale Proceeds being the
      "Repayable
      Net Asset Sale Proceeds"),
      Borrower shall either (1) prepay the Loans in an aggregate amount equal to
      100%
      of such Repayable Net Asset Sale Proceeds or (2) so long as no Potential Event
      of Default or Event of Default shall have occurred and be continuing, deliver
      to
      Administrative Agent an Officer’s Certificate setting forth (x) that portion of
      such Repayable Net Asset Sale Proceeds that Parent or such Subsidiary intends
      to
      reinvest in equipment or other productive assets of the general type used in
      the
      business of Parent and its Subsidiaries within 365 days of such date
      of
      receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds
      and such other information with respect to such reinvestment as Administrative
      Agent may reasonably request, and Parent shall, or shall cause one or more
      of
      its Subsidiaries to, promptly and diligently apply such portion to such
      reinvestment purposes; provided,
      however,
      that
      pending such reinvestment, such portion of the Repayable Net Asset Sale Proceeds
      shall be applied to prepay outstanding Revolving Loans (without a reduction
      in
      Revolving Loan Commitments) to the full extent thereof. In addition, Borrower
      shall, no later than 365 days after receipt of such Repayable Net Asset
      Sale Proceeds that have not theretofore been applied to the Obligations or
      that
      have not been so reinvested as provided above, make an additional prepayment
      of
      the Loans in the full amount of all such Repayable Net Asset Sale
      Proceeds.

     

    (b)  Prepayments
      from Net Insurance/Condemnation Proceeds.
      No
      later than the third Business Day following the date of receipt by
      Administrative Agent or by Parent or any of its Subsidiaries of any Net
      Insurance/Condemnation Proceeds that are required to be applied to prepay the
      Loans pursuant to the provisions of subsection 6.4C, Borrower shall
      prepay
      the Loans in an aggregate amount equal to 100% of such Net
      Insurance/Condemnation Proceeds.

     

    (c)  Prepayments
      Due to Issuance of Equity Securities.
      On the
      first Business Day following receipt by Parent (or, solely in the case of clause
      (z) below, Holdings) or any of its Subsidiaries of the Cash proceeds (any such
      proceeds, net of underwriting discounts and commissions and other reasonable
      costs and expenses associated therewith, including reasonable legal fees and
      expenses, being "Net
      Equity Securities Proceeds")
      from
      (x) the issuance of any equity Securities of Parent or any of its
      Subsidiaries (other than the Sponsor Preferred Stock), (y) any capital
      contribution to Parent by any holder of equity Securities thereof (other than
      Net Equity Securities Proceeds from any capital contribution to Parent by
      Holdings with the proceeds of equity Securities issued by Holdings to the Equity
      Investors) or (z) the initial public offering of equity Securities of
      Holdings or any successors thereto, Borrower shall apply an aggregate amount
      equal to 50% of such Net Equity Securities Proceeds to prepay the Loans;
provided
      that if
      the Applicable Leverage Ratio is less than 3.00:1.00 at the time of such
      issuance (after giving pro forma
      effect
      to
      the intended application of such proceeds), no portion of such Net Equity
      Securities Proceeds shall be required to be prepaid (except as shall be prepaid
      in such intended application).

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

    (d)  Prepayments
      Due to Issuance of Debt Securities.
      On the
      first Business Day following receipt by Parent or any of its Subsidiaries of
      the
      Cash proceeds (any such proceeds, net of underwriting discounts and commissions
      and other reasonable costs and expenses associated therewith, including
      reasonable legal fees and expenses, being "Net
      Debt Securities Proceeds")
      from
      the issuance of any debt Securities of Parent or any of its Subsidiaries (other
      than Indebtedness permitted pursuant to subsection 7.1, other than as
      set
      forth in subsection 7.1(xi)), Borrower shall prepay the Loans in an
      aggregate amount equal to 100% of such Net Debt Securities Proceeds;
provided
      that, in
      the case of Net Debt Securities Proceeds from any debt Securities issued under
      subsection 7.1(xi), Borrower shall apply at least 50% of such Net Debt
      Securities Proceeds to repay the outstanding Term Loans and may apply the
      remaining 50% of such Net Debt Securities Proceeds in accordance with subsection
      7.1(xi)(a)(1).

     

    (e)  Prepayments
      from Excess Cash Flow.
      In the
      event that there shall be Excess Cash Flow for any Fiscal Year (commencing
      with
      Fiscal Year 2003), Borrower shall, no later than 90 days (the "Excess
      Cash Flow Payment Date")
      (or no
      later than 5 Business Days after any earlier date on which Borrower may be
      required to deliver year-end financial statements pursuant to subsection
      6.1(iii); provided
      that
      such date is no later than the Excess Cash Flow Payment Date) after the end
      of
      such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% of such
      Excess Cash Flow; provided
      that for
      any Fiscal Year in which the Applicable Leverage Ratio as at the last day
      thereof is less than 3.00:1.00, no portion of the Excess Cash Flow shall be
      required to be prepaid; and provided,
      further,
      that
      such mandatory prepayment shall be required only in an amount equal to the
      amount necessary to reduce the Applicable Leverage Ratio, as at the last day
      of
      the immediately preceding Fiscal Year, to 3.00:1.00.

     

    (f)  Calculations
      of Net Proceeds Amounts; Additional Prepayments Based on Subsequent
      Calculations.
      Concurrently with any prepayment of the Loans pursuant to
      subsections 2.4B(iii)(a)-(e), Borrower shall deliver to Administrative
      Agent an Officer’s Certificate demonstrating the calculation of the amount of
      the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds,
      Net
      Equity Securities Proceeds, Net Debt Securities Proceeds or Excess Cash Flow,
      as
      the case may be, that gave rise to such prepayment and/or reduction. In the
      event that Borrower shall subsequently determine that the actual amount was
      greater than the amount set forth in such Officer’s Certificate, Borrower shall
      promptly make an additional prepayment of the Loans in an amount equal to the
      amount of such excess, and Borrower shall concurrently therewith deliver to
      Administrative Agent an Officer’s Certificate demonstrating the derivation of
      the additional amount resulting in such excess.

     

    (g)  Prepayments
      Due to Reductions or Restrictions of Revolving Loan Commitments.
      Borrower shall from time to time prepay first
      the
      Swing Line Loans and second
      the
      Revolving Loans to the extent necessary so that the Total Utilization of
      Revolving Loan Commitments shall not at any time exceed the Revolving Loan
      Commitments then in effect.

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

    (h)  Prepayments
      Due to Reductions or Restrictions of LC Facility Commitments.
      Borrower shall from time to time prepay the LC Facility Loans to the extent
      necessary so that the Total Utilization of LC Commitments shall not at any
      time
      exceed the LC Facility Commitments then in effect.

     

    (i)  Prepayments
      Due to Reductions or Restrictions of Synthetic Letter of Credit
      Commitments.
      Borrower shall from time to time prepay the Synthetic Letter of Credit Loans
      to
      the extent necessary so that the Total Utilization of Synthetic Letter of Credit
      Commitments shall not at any time exceed the Synthetic Letter of Credit
      Commitments then in effect.

     

    (iv)  Application
      of Prepayments.

     

    (a)  Application
      of Voluntary Prepayments by Type of Loans and Order of Maturity.
      Any
      voluntary prepayments pursuant to subsection 2.4B(i) shall be applied
      as
      specified by Borrower in the applicable notice of prepayment; provided
      that in
      the event Borrower fails to specify the Loans to which any such prepayment
      shall
      be applied, such prepayment shall be applied first
      to repay
      outstanding Swing Line Loans to the full extent thereof, second
      to repay
      outstanding Revolving Loans and/or LC Facility Loans and/or Synthetic Letter
      of
      Credit Loans, as the case may be, to the full extent thereof, and third
      to repay
      outstanding Term Loans to the full extent thereof. Any voluntary prepayments
      of
      the Revolving Loans and the LC Facility Loans and the Synthetic Letter of Credit
      Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Revolving
      Loans and the LC Facility Loans and the Synthetic Letter of Credit Loans on
      a
pro
      rata
      basis
      (in accordance with the respective outstanding principal amounts thereof).
      Any
      voluntary prepayments of Synthetic Letter of Credit Loans shall, to the extent
      of the excess of the Synthetic Letter of Credit Commitments (determined after
      giving effect to any reductions of the Synthetic Letter of Credit Commitments
      occurring simultaneously with such prepayments) over the Total Utilization
      of
      Synthetic Letter of Credit Commitments, be retained by Administrative Agent
      and
      applied to increase the amount of each Synthetic Letter of Credit Lender’s
      Credit-Linked Deposit in an amount equal to such Synthetic Letter of Credit
      Lender’s Pro Rata Share of such excess. Any voluntary prepayments of Term Loans
      pursuant to subsection 2.4B(i) shall be applied to prepay all
      Term Loans on a pro
      rata
      basis
      (in accordance with the Dollar Equivalent of the respective outstanding
      principal amounts thereof) and to reduce the scheduled installments of principal
      of all Term Loans set forth in subsection 2.4A on a pro
      rata
      basis
      (in accordance with the Dollar Equivalent of the respective outstanding
      principal amounts thereof) to each remaining scheduled installment of principal
      of such Term Loans set forth in subsection 2.4A. The Canadian Dollar
      Equivalent of the portion of any voluntary prepayments allocable to the
      Supplemental Canadian Dollar Term B Loans in accordance with the immediately
      preceding sentence shall be paid to Administrative Agent in Canadian
      Dollars.

     

    (b)  Application
      of Mandatory Prepayments by Type of Loans.
      Except
      as provided in subsection 2.4D, any amount required to be applied as
      a
      mandatory prepayment of the Loans pursuant to subsections 2.4B(iii)(a)-(f)
      shall be applied, subject to subsection 2.4B(iv)(c), to prepay all Term Loans
      to
      the full extent thereof; provided
      that, at
      all times after the payment in full of all Term Loans under this Agreement,
      any
      such amount shall be applied first
      to
      prepay the Swing Line Loans to the full extent thereof, and second,
      to the
      extent of any remaining portion of such amount, to prepay the Revolving Loans
      and/or the LC Facility Loans and/or the Synthetic Letter of Credit Loans, as
      the
      case may be, to the full extent thereof.

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

    (c)  Notice
      of Mandatory Prepayments; Right of Term Lenders to Decline Mandatory
      Prepayments.
      Borrower shall deliver written notice of the proposed date and amount of any
      mandatory prepayment required to be made pursuant to subsection 2.4B(iii) by
      no
      later than 12:00 noon (New York City time) at least five Business Days prior
      to
      the date of such proposed mandatory prepayment. Administrative Agent shall
      promptly notify the Term Lenders of the proposed date and amount of such
      mandatory prepayment. Notwithstanding anything to the contrary set forth herein,
      any
      Term
      Lender may elect, by
      notice
      to Administrative Agent in writing or by fax in the manner specified in such
      notice at least three Business Days prior to the proposed date of such mandatory
      prepayment,
      to
      decline all (but not a portion) of its pro
      rata
      share of
      such mandatory prepayment (such declined amounts, the "Declined
      Proceeds").
      By
      prompt notice from Administrative Agent, any Declined Proceeds shall be offered
      to the Term Lenders not so declining such mandatory prepayment (with such Term
      Lenders having the right to decline any mandatory prepayment with Declined
      Proceeds by notice to Administrative Agent in writing or by fax in the manner
      specified in such notice at least two Business Days prior to the proposed date
      of such mandatory prepayment). To the extent Term Lenders elect to decline
      their
pro
      rata
      share of
      such Declined Proceeds, any remaining Declined Proceeds may be retained by
      Borrower.

     

    (d)  Application
      of Mandatory Prepayments of Term Loans to Term Loans and the Scheduled
      Installments of Principal Thereof.
      Any
      mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii)
      shall be applied to prepay all Term Loans on a pro
      rata
      basis
      (in accordance with the Dollar Equivalent of the respective outstanding
      principal amounts thereof) and shall be applied to reduce the scheduled
      installments of principal of all Term Loans as set forth in
      subsection 2.4A on a pro
      rata
      basis
      (in accordance with the Dollar Equivalent of the respective outstanding
      principal amounts thereof) to each remaining scheduled installment of principal
      of such Term Loans set forth in subsection 2.4A that is unpaid at the
      time
      of such prepayment. The Canadian Dollar Equivalent of the portion of any
      mandatory prepayments allocable to the Supplemental Canadian Dollar Term B
      Loans
      in accordance with the immediately preceding sentence shall be paid to
      Administrative Agent in Canadian Dollars.

     

    (e)  Application
      of Mandatory Prepayments of Revolving Loans, LC Facility Loans and Synthetic
      Letter of Credit Loans.
      Any
      mandatory prepayments of the Revolving Loans, the LC Facility Loans or the
      Synthetic Letter of Credit Loans, as the case may be, pursuant to
      subsection 2.4B(iii) shall be applied to prepay the Revolving Loans,
      the LC
      Facility Loans and the Synthetic Letter of Credit Loans on a pro
      rata
      basis
      (in accordance with the respective outstanding principal amounts thereof).
      Any
      mandatory prepayments of Synthetic Letter of Credit Loans shall, to the extent
      of the excess of the Synthetic Letter of Credit Commitments (determined after
      giving effect to any reductions of the Synthetic Letter of Credit Commitments
      occurring simultaneously with such prepayments) over the Total Utilization
      of
      Synthetic Letter of Credit Commitments, be retained by Administrative Agent
      and
      applied to increase the amount of each Synthetic Letter of Credit Lender’s
      Credit-Linked Deposit in an amount equal to such Synthetic Letter of Credit
      Lender’s Pro Rata Share of such excess.

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

    (f)  Application
      of Prepayments to Base Rate Loans, Canadian Prime Rate Loans, LIBOR Rate Loans
      and BA Loans.
      Considering Term Loans, Revolving Loans, Synthetic Letter of Credit Loans and
      LC
      Facility Loans being prepaid separately, any voluntary prepayment thereof,
      and
      any mandatory prepayment thereof whereby all Term Lenders shall have accepted
      such mandatory prepayment, shall be applied first pro
      rata
      to Base
      Rate Loans and Canadian Prime Rate Loans to the full extent thereof before
      pro
      rata
      application to LIBOR Rate Loans and BA Loans, in each case in a manner that
      minimizes the amount of any payments required to be made by Borrower pursuant
      to
      subsection 2.6D. If some but not all Term Lenders shall have accepted
      any
      mandatory prepayment made pursuant to subsection 2.4B(iii), then the aggregate
      amount of such mandatory prepayment shall be allocated ratably to each
      outstanding Term Loan of the accepting Term Lenders, regardless of whether
      such
      Term Loans are Base Rate Loans, Canadian Prime Rate Loans, LIBOR Rate Loans
      or
      BA Loans (and in the case of all such LIBOR Rate Loans and BA Loans, such
      mandatory prepayment shall be allocated ratably among all such Term Loans as
      to
      which a single Interest Period is in effect).

     

    C.  General
      Provisions Regarding Payments.

     

    (i)  Manner
      and Time of Payment.
      All
      payments by Borrower of principal, interest, fees and other Obligations shall
      be
      made in Dollars (or, in the case of the Supplemental Canadian Dollar Term B
      Loans, in Canadian Dollars) in same day funds, without defense, setoff or
      counterclaim, free of any restriction or condition, and delivered to
      Administrative Agent not later than 12:00 Noon (New York City time) on the
      date
      due at the Funding and Payment Office for the account of Lenders; funds received
      by Administrative Agent after that time on such due date shall be deemed to
      have
      been paid by Borrower on the next succeeding Business Day. Borrower hereby
      authorizes Administrative Agent to charge any accounts Administrative Agent
      may
      have in Borrower’s name in order to cause timely payment to be made to
      Administrative Agent of all principal, interest, fees and expenses due hereunder
      (subject to sufficient funds being available in its accounts for that
      purpose).

     

    (ii)  Application
      of Payments to Principal and Interest.
      Except
      as provided in subsection 2.2C, all payments in respect of the principal
      amount of any Loan shall include payment of accrued interest on the principal
      amount being repaid or prepaid, and all such payments (and, in any event, any
      payments in respect of any Loan on a date when interest is due and payable
      with
      respect to such Loan) shall be applied to the payment of interest before
      application to principal.

     

    (iii)  Apportionment
      of Payments.
      Aggregate principal and interest payments in respect of Term Loans, LC Facility
      Loans, Synthetic Letter of Credit Loans, Swing Line Loans and Revolving Loans
      shall be apportioned among all outstanding Loans to which such payments relate,
      in each case proportionately to Lenders’ respective Pro Rata Shares.
      Administrative Agent shall promptly distribute to each Lender its Pro Rata
      Share
      of all such payments received by Administrative Agent and the commitment fees
      of
      such Lender, if any, when received by Administrative Agent pursuant to
      subsection 2.3. Notwithstanding the foregoing provisions of this
      subsection 2.4C(iii), if, pursuant to the provisions of
      subsection 2.6C, any Notice of Conversion/Continuation is withdrawn
      as to
      any Affected Lender or if any Affected Lender makes Base Rate Loans or Canadian
      Prime Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans or BA
      Loans, as applicable, Administrative Agent shall give effect thereto in
      apportioning payments received thereafter.

     

    (iv)  Payments
      on Business Days.
      Whenever any payment to be made hereunder shall be stated to be due on a day
      that is not a Business Day, such payment shall be made on the preceding Business
      Day.

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

    (v)  Notation
      of Payment.
      Each
      Lender agrees that before disposing of any Note held by it, or any part thereof
      (other than by granting participations therein), that Lender will make a
      notation thereon of all Loans evidenced by that Note and all principal payments
      previously made thereon and of the date to which interest thereon has been
      paid;
provided
      that the
      failure to make (or any error in the making of) a notation of any Loan made
      under such Note shall not limit or otherwise affect the obligations of Borrower
      hereunder or under such Note with respect to any Loan or any payments of
      principal or interest on such Note.

     

    D.  Application
      of Proceeds of Collateral and Payments after Event of
      Default.

     

    Upon
      the
      occurrence and during the continuation of an Event of Default, either if
      requested by Requisite Lenders or upon termination of the Revolving Loan
      Commitments (a) all payments received on account of the Obligations,
      whether from Borrower, from any Guarantor or otherwise, shall be applied by
      Administrative Agent against the Obligations and (b) all proceeds received
      by Administrative Agent in respect of any sale of, collection from, or other
      realization upon all or any part of the Collateral under any Collateral Document
      may, in the discretion of Administrative Agent, be held by Administrative Agent
      as Collateral for, and/or (then or at any time thereafter) applied in full
      or in
      part by Administrative Agent against, the applicable Secured Obligations (as
      defined in such Collateral Document), in each case in the following order of
      priority: 

     

    (i)  to
      the
      payment of all costs and expenses of such sale, collection or other realization,
      all other expenses, liabilities and advances made or incurred by Administrative
      Agent in connection therewith, and all amounts for which Administrative Agent
      is
      entitled to compensation (including the fees described in subsection 2.3B),
      reimbursement and indemnification under any Loan Document and all advances
      made
      by Administrative Agent thereunder for the account of the applicable Loan Party,
      and to the payment of all costs and expenses paid or incurred by Administrative
      Agent in connection with the Loan Documents, all in accordance with
      subsections 9.4, 10.2 and 10.3 and the other terms of this Agreement
      and
      the Loan Documents; 

     

    (ii)  thereafter,
      to the payment of accrued fees described in subsection 2.3A or B or
      subsection 3.2 and accrued interest, in each case for the ratable benefit
      of the Lenders to whom such fees and interest are owed; 

     

    (iii)  thereafter,
      to the payment of Unfunded Advances/Participations (the amounts so applied
      to be
      distributed between or among Administrative Agent, the Swing Line Lender and
      any
      Issuing Lender pro
      rata
      in
      accordance with the amount of Unfunded Advances/Participations owed to
      them);

     

    (iv)  thereafter,
      to the payment of the principal amount of all Loans (including, without
      limitation, the principal amount of Swing Line Loans and assignments of Swing
      Line Loans that have been purchased under subsection 2.1A(iii)(c)) for
      the
      ratable benefit of the Lenders (including, without limitation, the Swing Line
      Lender in its capacity as such and as a Revolving Lender);

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

    (v)  thereafter,
      to the payment of all other Obligations for the ratable benefit of the holders
      thereof (subject to the provisions of subsection 2.4C(ii) hereof);
      and

     

    (vi)  thereafter,
      to the payment to or upon the order of such Loan Party or to whomsoever may
      be
      lawfully entitled to receive the same or as a court of competent jurisdiction
      may direct. 

     

    
      	2.5        
                	
              Use
                of Proceeds.

            


    

     

    A.  Supplemental
      Term B Loans; Supplemental Canadian Dollar Term B Loans.
The
      proceeds of the Supplemental Term B Loans and the Supplemental Canadian
      Dollar Term B Loans shall be applied by Borrower (i) to fund a portion
      of
      the consideration in respect of the Aluma Acquisition and (ii) to pay
      Transaction Costs.

     

    B.  Revolving
      Loans; LC Facility Loans; Swing Line Loans.
      The
      proceeds of (x) any Revolving Loans made on the Restatement Date (the
      aggregate principal amount of which shall not exceed $5,000,000) shall be
      applied (i) to fund a portion of the consideration in respect of the
      Aluma
      Acquisition and (ii) to pay Transaction Costs and (y) any Revolving
      Loans, any LC Facility Loans, Synthetic Letter of Credit Loans and any Swing
      Line Loans made after the Restatement Date shall be applied by Borrower for
      working capital and other general corporate purposes, which may include the
      making of intercompany loans to any of Borrower’s Subsidiaries, in accordance
      with subsection 7.1(iv), for their own general corporate purposes and
      to
      finance Permitted Acquisitions.

     

    C.  Margin
      Regulations.
      No
      portion of the proceeds of any borrowing under this Agreement shall be used
      by
      Borrower or any of its Subsidiaries in any manner that might cause the borrowing
      or the application of such proceeds to violate Regulation U, Regulation
      T
      or Regulation X of the Board of Governors of the Federal Reserve System
      or
      any other regulation of such Board or to violate the Exchange Act, in each
      case
      as in effect on the date or dates of such borrowing and such use of
      proceeds.

     

    
      	2.6        
                	
              Special
                Provisions Governing LIBOR Rate Loans and BA
                Loans.

            


    

     

    Notwithstanding
      any other provision of this Agreement to the contrary, the following provisions
      shall govern with respect to LIBOR Rate Loans and BA Loans as to the matters
      covered:

     

    A.  Determination
      of Applicable Interest Rate.
      As soon
      as practicable after 10:00 A.M. (New York City time) on each Interest
      Rate
      Determination Date, Administrative Agent shall determine (which determination
      shall, absent manifest error, be conclusive and binding upon all parties) the
      interest rate that shall apply to the LIBOR Rate Loans for which an interest
      rate is then being determined for the applicable Interest Period and shall
      promptly give notice thereof (in writing or by telephone confirmed in writing)
      to Borrower and each Lender. 

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

    B.  Inability
      to Determine Applicable Interest Rate.

     

    (i)  In
      the
      event that Administrative Agent shall have determined (which determination
      shall
      be conclusive and binding upon all parties hereto), on any Interest Rate
      Determination Date that by reason of circumstances affecting the London
      interbank market adequate and fair means do not exist for ascertaining the
      interest rate applicable to such Loans on the basis provided for in the
      definition of Adjusted LIBOR Rate, Administrative Agent shall on such date
      give
      notice (by telefacsimile or by telephone confirmed in writing) to Borrower
      and
      each Lender of such determination, whereupon (i) no Loans may be made
      as,
      or converted to, LIBOR Rate Loans until such time as Administrative Agent
      notifies Borrower and Lenders that the circumstances giving rise to such notice
      no longer exist and (ii) any Notice of Borrowing or Notice of
      Conversion/Continuation given by Borrower with respect to the Loans in respect
      of which such determination was made shall be deemed to be for a Base Rate
      Loan.

     

    (ii)  In
      the
      event that Administrative Agent (in consultation with its Toronto branch) shall
      have reasonably determined (which determination shall, absent clearly
      demonstrable error, be final and conclusive and binding upon all parties hereto)
      that there does not exist a normal market in Canada for the purchase and sale
      of
      bankers’ acceptances, then, and in any such event, Administrative Agent shall
      within a reasonable time thereafter give notice (if by telephone confirmed
      in
      writing) to Borrower and each of the Supplemental Canadian Dollar Term B Lenders
      of such determination. Thereafter, BA Loans shall no longer be available until
      such time as Administrative Agent notifies Borrower and the Supplemental
      Canadian Dollar Term B Lenders that the circumstances giving rise to such notice
      by Administrative Agent no longer exist (which notice Administrative Agent
      agrees to give at such time when such circumstances no longer exist), and any
      Notice of Borrowing or Notice of Conversion/Continuation given by Borrower
      with
      respect to BA Loans that have not yet been incurred shall be deemed rescinded
      by
      Borrower. Any maturing BA Loans shall thereafter, and until contrary notice
      is
      provided by Administrative Agent, be continued as a Canadian Prime Rate
      Loan.

     

    C.  Illegality
      or Impracticability of LIBOR Rate Loans. In
      the
      event that on any date any Lender shall have determined (which determination
      shall be conclusive and binding upon all parties hereto but shall be made only
      after consultation with Borrower and Administrative Agent) that the making,
      maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful
      as a result of compliance by such Lender in good faith with any law, treaty,
      governmental rule, regulation, guideline or order (or would conflict with any
      such treaty, governmental rule, regulation, guideline or order not having the
      force of law even though the failure to comply therewith would not be unlawful)
      or (ii) has become impracticable, or would cause such Lender material
      hardship, as a result of contingencies occurring after the date of this
      Agreement which materially and adversely affect the London interbank market
      or
      the position of such Lender in that market, then, and in any such event, such
      Lender shall be an "Affected
      Lender"
      and it
      shall on that day give notice (by telefacsimile or by telephone confirmed in
      writing) to Borrower and Administrative Agent of such determination (which
      notice Administrative Agent shall promptly transmit to each other Lender).
      Thereafter (a) the obligation of the Affected Lender to make Loans as,
      or
      to convert Loans to, LIBOR Rate Loans shall be suspended until such notice
      shall
      be withdrawn by the Affected Lender, (b) to the extent such determination
      by the Affected Lender relates to a LIBOR Rate Loan then being requested by
      Borrower pursuant to a Notice of Borrowing or a Notice of
      Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
      such Loan to, as the case may be) a Base Rate Loan, (c) the Affected
      Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the
      "Affected
      Loans")
      shall
      be terminated at the earlier to occur of the expiration of the Interest Period
      then in effect with respect to the Affected Loans or when required by law,
      and
      (d) the Affected Loans shall automatically convert into Base Rate Loans
      on
      the date of such termination. Notwithstanding the foregoing, to the extent
      a
      determination by an Affected Lender as described above relates to a LIBOR Rate
      Loan then being requested by Borrower pursuant to a Notice of Borrowing or
      a
      Notice of Conversion/Continuation, Borrower shall have the option, subject
      to
      the provisions of subsection 2.6D, to rescind such Notice of Borrowing
      or
      Notice of Conversion/Continuation as to all Lenders by giving notice (by
      telefacsimile or by telephone confirmed in writing) to Administrative Agent
      of
      such rescission on the date on which the Affected Lender gives notice of its
      determination as described above (which notice of rescission Administrative
      Agent shall promptly transmit to each other Lender). Except as provided in
      the
      immediately preceding sentence, nothing in this subsection 2.6C shall
      affect the obligation of any Lender other than an Affected Lender to make or
      maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with
      the terms of this Agreement.

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

    D.  Compensation
      For Breakage or Non-Commencement of Interest Periods. Borrower
      shall compensate each Lender, upon written request by that Lender pursuant
      to
      subsection 2.8, for all reasonable losses, expenses and liabilities
      (including any interest paid by that Lender to lenders of funds borrowed by
      it
      to make or carry its LIBOR Rate Loans or BA Loans and any loss, expense or
      liability sustained by that Lender in connection with the liquidation or
      re-employment of such funds) which that Lender may sustain: (i) if for
      any
      reason (other than a default by that Lender) a borrowing of any LIBOR Rate
      Loan
      or any BA Loan does not occur on a date specified therefor in a Notice of
      Borrowing or a telephonic request therefor, or a conversion to or continuation
      of any LIBOR Rate Loan or any BA Loan does not occur on a date specified
      therefor in a Notice of Conversion/Continuation or a telephonic request
      therefor, (ii) if any prepayment or other principal payment or any
      conversion of any of its LIBOR Rate Loans or BA Loans (including any prepayment
      or conversion occasioned by the circumstances described in subsection 2.6C)
      occurs on a date prior to the last day of an Interest Period applicable to
      that
      Loan, (iii) if any prepayment of any of its LIBOR Rate Loans or BA Loans
      is
      not made on any date specified in a notice of prepayment given by Borrower,
      or
      (iv) as a consequence of any other default by Borrower in the repayment
      of
      its LIBOR Rate Loans or BA Loans when required by the terms of this
      Agreement.

     

    E.  Booking
      of LIBOR Rate Loans. Any
      Lender may make, carry or transfer LIBOR Rate Loans at, to, or for the account
      of any of its branch offices or the office of an Affiliate of that
      Lender.

     

    F.  Assumptions
      Concerning Funding of LIBOR Rate Loans. Calculation
      of all amounts payable to a Lender under this subsection 2.6 and under
      subsection 2.7A shall be made as though that Lender had funded each
      of its
      LIBOR Rate Loans through the purchase of a LIBOR deposit bearing interest at
      the
      rate obtained pursuant to clause (i) of the definition of Adjusted LIBOR
      Rate in an amount equal to the amount of such LIBOR Rate Loan and having a
      maturity comparable to the relevant Interest Period, whether or not its LIBOR
      Rate Loans had been funded in such manner.

     

    G.  LIBOR
      Rate Loans and BA Loans After Default. After
      the
      occurrence of and during the continuation of a Potential Event of Default or
      an
      Event of Default, (i) Borrower may not have a Loan be made or maintained
      as, or converted to, a LIBOR Rate Loan or a BA Loan after the expiration of
      any
      Interest Period then in effect for that Loan and (ii) subject to the
      provisions of subsection 2.6D, any Notice of Borrowing or Notice of
      Conversion/Continuation given by Borrower with respect to a requested borrowing
      or conversion/continuation that has not yet occurred shall be deemed to be
      for a
      Base Rate Loan or a Canadian Prime Rate Loan, as applicable, or, if the
      conditions to making a Loan set forth in subsection 4.2 cannot then
      be
      satisfied, to be rescinded by Borrower.

     

    
      	2.7        
                	
              Increased
                Costs; Taxes; Capital Adequacy.

            


    

     

    A.  Compensation
      for Increased Costs. Subject
      to the provisions of subsection 2.7B (which shall be controlling with
      respect to the matters covered thereby), in the event that any Lender (including
      any Issuing Lender) shall determine (which determination shall, absent manifest
      error, be final and conclusive and binding upon all parties hereto) that any
      law, treaty or governmental rule, regulation or order, or any change therein
      or
      in the interpretation, administration or application thereof (including the
      introduction of any new law, treaty or governmental rule, regulation or order),
      or any determination of a court or other Government Authority, in each case
      that
      becomes effective after the Closing Date (or, in respect of the Supplemental
      Term B Loan or the Supplemental Canadian Dollar Term B Loan of any Lender,
      the Restatement Date), or compliance by such Lender with any guideline, request
      or directive issued or made after the Closing Date (or, in respect of the
      Supplemental Term B Loan or the Supplemental Canadian Dollar Term B
      Loan of
      any Lender, the Restatement Date) by any central bank or other Government
      Authority (whether or not having the force of law):

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

    (i)  subjects
      such Lender to any additional Tax with respect to this Agreement or any of
      its
      obligations hereunder (including with respect to issuing or maintaining any
      Letters of Credit or purchasing or maintaining any participations therein or
      maintaining any Commitment hereunder) or any payments to such Lender of
      principal, interest, fees or any other amount payable hereunder;

     

    (ii)  imposes,
      modifies or holds applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets held by, or deposits
      or
      other liabilities in or for the account of, or advances or loans by, or other
      credit extended by, or any other acquisition of funds by, any office of such
      Lender (other than any such reserve or other requirements with respect to LIBOR
      Rate Loans that are reflected in the definition of LIBOR Rate); or

     

    (iii)  imposes
      any other condition (other than with respect to Taxes) on or affecting such
      Lender or its obligations hereunder or the London or Canadian interbank markets;
      

     

    and
      the
      result of any of the foregoing is to increase the cost to such Lender of
      agreeing to make, making or maintaining its Loans or Commitments or agreeing
      to
      issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
      purchasing or maintaining any participation therein or to reduce any amount
      received or receivable by such Lender with respect thereto; then, in any such
      case, Borrower shall promptly pay to such Lender, upon receipt of the statement
      referred to in subsection 2.8A, such additional amount or amounts (in
      the
      form of an increased rate of, or a different method of calculating, interest
      or
      otherwise as such Lender in its sole discretion shall determine) as may be
      necessary to compensate such Lender for any such increased cost or reduction
      in
      amounts received or receivable hereunder. 

     

    B.  Taxes.

     

    (i)  Payments
      to Be Free and Clear.
      All
      sums payable by Borrower under this Agreement and the other Loan Documents
      shall
      be paid free and clear of, and without any deduction or withholding on account
      of, any Tax imposed, levied, collected, withheld or assessed by or within the
      United States of America or any political subdivision in or of the United States
      of America or any other jurisdiction from or to which a payment is made by
      or on
      behalf of Borrower or by any federation or organization of which the United
      States of America or any such jurisdiction is a member at the time of payment,
      except to the extent such Taxes are imposed by law. 

     

    (ii)  Grossing-up
      of Payments.
      If
      Borrower or any other Person is required by law to make any deduction or
      withholding on account of any such Tax from any sum paid or payable by Borrower
      to Administrative Agent or any Lender under any of the Loan
      Documents:

     

    (a)  Borrower
      shall notify Administrative Agent of any such requirement or any change in
      any
      such requirement as soon as Borrower becomes aware of it; 

     

    (b)  Borrower
      shall pay any such Tax when such Tax is due, such payment to be made (if the
      liability to pay is imposed on Borrower) for its own account or (if that
      liability is imposed on Administrative Agent or such Lender, as the case may
      be)
      on behalf of and in the name of Administrative Agent or such
      Lender;

     

    
      
        
        

      

      
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    (c)  the
      sum
      payable by Borrower in respect of which the relevant deduction, withholding
      or
      payment is required shall be increased to the extent necessary to ensure that,
      after the making of that deduction, withholding or payment, Administrative
      Agent
      or such Lender, as the case may be, receives on the due date a net sum equal
      to
      what it would have received had no such deduction, withholding or payment been
      required or made; and

     

    (d)  within
      30 days after paying any sum from which it is required by law to make
      any
      deduction or withholding, and within 30 days after the due date of payment
      of any Tax which it is required by clause (b) above to pay, Borrower
      shall
      deliver to Administrative Agent evidence satisfactory to the other affected
      parties of such deduction, withholding or payment and of the remittance thereof
      to the relevant taxing or other authority;

     

    provided
      that no
      such amount shall be required to be paid to any Lender under clause (c)
      above except to the extent that any change after the date on which such Lender
      became a Lender in any such requirement for a deduction, withholding or payment
      as is mentioned therein shall result in an increase in the rate of such
      deduction, withholding or payment from that in effect on the date on which
      such
      Lender became a Lender, in respect of payments to such Lender.

     

    (iii)  Evidence
      of Exemption from U.S. Withholding Tax.

     

    (a)  Each
      Non-US Lender shall, to the extent not previously delivered under the Existing
      Credit Agreement, deliver to Administrative Agent and to Borrower, on or prior
      to the Restatement Date or on or prior to the date of the Assignment Agreement
      pursuant to which it becomes a Lender, and at such other times as may be
      necessary in the determination of Borrower or Administrative Agent (each in
      the
      reasonable exercise of its discretion), two original copies of Internal Revenue
      Service Form W-8BEN (claiming eligibility of the Non-US Lender for benefits
      of
      an income tax treaty to which the United States is a party) or W-8ECI (or any
      successor forms) properly completed and duly executed by such Lender, or, in
      the
      case of a Non-US Lender claiming exemption from United States federal
      withholding tax under Section 881(c) of the Internal Revenue Code with
      respect to payments of "portfolio interest", a form W-8BEN, and a certificate
      of
      such Lender certifying that such Lender is not (i) a "bank" for purposes
      of
      Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a ten-percent
      shareholder (within the meaning of Section 881(c)(3)(B) of the Internal
      Revenue Code) of Borrower or Parent or (iii) a controlled foreign
      corporation related to Borrower (within the meaning of Section 864(d)(4)
      of
      the Internal Revenue Code) in each case together with any other certificate
      or
      statement of exemption required under the Internal Revenue Code or the
      regulations issued thereunder to establish that such Lender is not subject
      to
      United States withholding tax with respect to any payments to such Lender of
      interest payable under any of the Loan Documents.

     

    (b)  Each
      Non-US Lender, to the extent it does not act or ceases to act for its own
      account with respect to any portion of any sums paid or payable to such Lender
      under any of the Loan Documents (for example, in the case of a typical
      participation by such Lender), shall, to the extent not previously delivered
      under the Existing Credit Agreement, deliver to Administrative Agent and to
      Borrower, on or prior to the Restatement Date or on or prior to the date of
      the
      Assignment Agreement pursuant to which it becomes a Lender, or on such later
      date when such Lender ceases to act for its own account with respect to any
      portion of any such sums paid or payable, and at such other times as may be
      necessary in the determination of Borrower or Administrative Agent (each in
      the
      reasonable exercise of its discretion), (1) two original copies of the
      forms or statements required to be provided by such Lender under
      subsection 2.7B(iii)(a), properly completed and duly executed by such
      Lender, to establish that the portion of any such sums paid or payable with
      respect to which such Lender acts for its own account is not subject to United
      States withholding tax, and (2) two original copies of Internal Revenue
      Service Form W-8IMY (or any successor forms) properly completed and duly
      executed by such Lender, together with any information, if any, such Lender
      chooses to transmit with such form, and any other certificate or statement
      of
      exemption required under the Internal Revenue Code or the regulations issued
      thereunder, to establish that such Lender is not acting for its own account
      with
      respect to a portion of any such sums payable to such Lender.

     

    
      
        
        

      

      
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    (c)  Each
      Non-US Lender hereby agrees, from time to time after the initial delivery by
      such Lender of such forms, whenever a lapse in time or change in circumstances
      renders such forms, certificates or other evidence so delivered obsolete or
      inaccurate in any material respect, that such Lender shall promptly
      (1) deliver to Administrative Agent and to Borrower two original copies
      of
      renewals, amendments or additional or successor forms, properly completed and
      duly executed by such Lender, together with any other certificate or statement
      of exemption required in order to confirm or establish that such Lender is
      not
      subject to United States withholding tax with respect to payments to such Lender
      under the Loan Documents and, if applicable, that such Lender does not act
      for
      its own account with respect to any portion of such payment, or (2) notify
      Administrative Agent and Borrower of its inability to deliver any such forms,
      certificates or other evidence.

     

    (d)  Borrower
      shall not be required to pay any additional amount to any Non-US Lender under
      clause (c) of subsection 2.7B(ii), (1) with respect to
      any Tax
      required to be deducted or withheld on the basis of the information,
      certificates or statements of exemption such Lender chooses to transmit with
      an
      Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2)
      or (2) if such Lender shall have failed to satisfy the requirements of
      clause (a), (b) or (c)(1) of this subsection 2.7B(iii); provided
      that if
      such Lender shall have satisfied the requirements of
      subsection 2.7B(iii)(a) on the date such Lender became a Lender, nothing
      in
      this subsection 2.7B(iii)(d) shall relieve Borrower of its obligation
      to
      pay any amounts pursuant to subsection 2.7B(ii)(c) in the event that,
      as a
      result of any change in any applicable law, treaty or governmental rule,
      regulation or order, or any change in the interpretation, administration or
      application thereof, such Lender is no longer properly entitled to deliver
      forms, certificates or other evidence at a subsequent date establishing the
      fact
      that such Lender is not subject to withholding as described in
      subsection 2.7B(iii)(a).

     

    (iv)  Refunds.
      If
      Administrative Agent or a Lender receives a refund of any Tax as to which it
      has
      been indemnified by Borrower or with respect to which Borrower has paid
      additional amounts pursuant to this Section 2.7B, it shall pay over
      such
      refund to Borrower (but only to the extent of indemnity payments made, or
      additional amounts paid, by Borrower under this Section 2.7B with respect
      to the Tax giving rise to such refund), net of all out-of-pocket expenses of
      Administrative Agent or such Lender (including any Tax imposed with respect
      to
      such refund) as is determined by Administrative Agent or Lender in good faith
      and in its sole discretion, and without interest (other than any interest paid
      by the relevant taxing or other authority with respect to such refund);
provided
      that
      Borrower, upon the request of Administrative Agent or such Lender, agrees to
      repay as soon as reasonably practicable the amount paid over to Borrower (plus
      any penalties, interest or other charges imposed by the relevant taxing or
      other
      authority) to Administrative Agent or such Lender in the event Administrative
      Agent or such Lender is required to repay such refund to such taxing or other
      authority. This Section 2.7B(iv) shall not be construed to require
      Administrative Agent or any Lender to make available its Tax returns (or any
      other information relating to its Taxes which it deems confidential) to Borrower
      or any other person.

     

    C.  Capital
      Adequacy Adjustment.
      If any
      Lender shall have determined that the adoption, effectiveness, phase-in or
      applicability after the Closing Date (or, in respect of the Supplemental
      Term B Loan or the Supplemental Canadian Dollar Term B Loan of any Lender,
      the Restatement Date) of any law, rule or regulation (or any provision thereof)
      regarding capital adequacy, or any change therein or in the interpretation
      or
      administration thereof by any Government Authority charged with the
      interpretation or administration thereof, or compliance by any Lender with
      any
      guideline, request or directive regarding capital adequacy (whether or not
      having the force of law) of any such Government Authority, has or would have
      the
      effect of reducing the rate of return on the capital of such Lender or any
      corporation controlling such Lender as a consequence of, or with reference
      to,
      such Lender’s Loans or Commitments or Letters of Credit or participations
      therein or other obligations hereunder with respect to the Loans or the Letters
      of Credit to a level below that which such Lender or such controlling
      corporation could have achieved but for such adoption, effectiveness, phase-in,
      applicability, change or compliance (taking into consideration the policies
      of
      such Lender or such controlling corporation with regard to capital adequacy),
      then from time to time, within five Business Days after receipt by Borrower
      from
      such Lender of the statement referred to in subsection 2.8A, Borrower
      shall
      pay to such Lender such additional amount or amounts as will compensate such
      Lender or such controlling corporation on an after-tax basis for such reduction.
      

     

    
      
        
        

      

      
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      	2.8         
               	
              Statement
                of Lenders; Obligation of Lenders and Issuing Lenders to
                Mitigate.

            


    

     

    A.  Statements.
      Each
      Lender claiming compensation or reimbursement pursuant to subsection 2.6D,
      2.7 or 2.8B shall deliver to Borrower (with a copy to Administrative Agent)
      a
      written statement, setting forth in reasonable detail the basis of the
      calculation of such compensation or reimbursement, which statement shall be
      conclusive and binding upon all parties hereto absent manifest
      error.

     

    B.  Mitigation.
      Each
      Lender and Issuing Lender agrees that, as promptly as practicable after the
      officer of such Lender or Issuing Lender responsible for administering the
      Loans
      or Letters of Credit of such Lender or Issuing Lender, as the case may be,
      becomes aware of the occurrence of an event or the existence of a condition
      that
      would cause such Lender to become an Affected Lender or that would entitle
      such
      Lender or Issuing Lender to receive payments under subsection 2.7, use
      reasonable effort to make, issue, fund or maintain the Commitments of
      such
      Lender or the Affected Loans or Letters of Credit of such Lender or Issuing
      Lender through another lending or letter of credit office of such Lender or
      Issuing Lender, if (i) as a result thereof the circumstances which would
      cause such Lender to be an Affected Lender would cease to exist or the
      additional amounts which would otherwise be required to be paid to such Lender
      or Issuing Lender pursuant to subsection 2.7 would be materially reduced
      and (ii) as determined by such Lender or Issuing Lender in its sole
      discretion, such action would not otherwise be disadvantageous to such Lender
      or
      Issuing Lender; provided
      that
      such Lender or Issuing Lender will not be obligated to utilize such other
      lending or letter of credit office pursuant to this subsection 2.8B
      unless
      Borrower agrees to pay all incremental expenses incurred by such Lender or
      Issuing Lender as a result of utilizing such other lending or letter of credit
      office as described above. 

     

    
      	2.9        
                	
              Replacement
                of a Lender.

            


    

     

    If
      Borrower receives a statement of amounts due pursuant to subsection 2.8A
      from a Lender, a Revolving Lender defaults in its obligations to fund a
      Revolving Loan pursuant to this Agreement, a Lender (a "Non-Consenting
      Lender")
      refuses to consent to an amendment, modification or waiver of this Agreement
      that, pursuant to subsection 10.6, requires consent of 100% of the Lenders
      (and such amendment, modification or waiver shall have been approved by
      Requisite Lenders) or 100% of the Lenders with Obligations directly affected
      or
      a Lender becomes an Affected Lender (any such Lender, a "Subject
      Lender"),
      so
      long as (i) no Event of Default shall have occurred and be continuing
      and
      Borrower has obtained a commitment from another Lender or an Eligible Assignee
      to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s
      Commitments and all other obligations of the Subject Lender hereunder,
      (ii) such Lender is not an Issuing Lender with respect to any Letters
      of
      Credit outstanding (unless all such Letters of Credit are terminated or
      arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter
      of credit) are made) and (iii), if applicable, the Subject Lender is unwilling
      to withdraw the notice delivered to Borrower pursuant to subsection 2.8
      and/or is unwilling to remedy its default upon 10 days prior written
      notice
      to the Subject Lender and Administrative Agent, Borrower may require the Subject
      Lender to assign all of its Loans and Commitments to such other Lender, Lenders,
      Eligible Assignee or Eligible Assignees pursuant to the provisions of
      subsection 10.1B; provided
      that,
      prior to or concurrently with such replacement, (1) the Subject Lender
      shall have received payment in full of all principal, interest, fees and other
      amounts (including an amount equal to the amount of its LC Facility Certificates
      of Deposit and its Credit-Linked Deposit (if any) and all amounts under
      subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of
      replacement and a release from its obligations under the Loan Documents,
      (2) the processing fee required to be paid by subsection 10.1B(i),
      if
      applicable, shall have been paid to Administrative Agent by Borrower, and
      (3) all of the requirements for such assignment contained in
      subsection 10.1B, including, without limitation, the consent of
      Administrative Agent (if required) and the receipt by Administrative Agent
      of an
      executed Assignment Agreement executed by the assignee (Administrative Agent
      being granted hereby an irrevocable power of attorney (which power is coupled
      with an interest) to execute and deliver, on behalf of such Subject Lender
      as
      assignor, any Assignment Agreement necessary to effectuate any assignment of
      such Subject Lender’s interests hereunder in the circumstances contemplated by
      this subsection 2.9) and other supporting documents, have been fulfilled, and
      (4) in the event such Subject Lender is a Non-Consenting Lender, each
      assignee shall consent, at the time of such assignment, to each matter in
      respect of which such Subject Lender was a Non-Consenting Lender and Borrower
      also requires each other Subject Lender that is a Non-Consenting Lender to
      assign its Loans and Commitments. Alternatively, if a Lender is a Non-Consenting
      Lender solely because it refused to consent to an amendment, modification or
      waiver that required the consent of 100% of Lenders with Obligations directly
      affected thereby (which amendment, modification or waiver did not accordingly
      require the consent of 100% of all Lenders), the Loans and Commitments of such
      Non-Consenting Lender that are subject to the assignments required by this
      subsection 2.9 may, at the option of Borrower, include only those Loans
      and
      Commitments that constitute the Obligations directly affected by the amendment,
      modification or waiver to which such Non-Consenting Lender refused to provide
      its consent. Without the consent of Administrative Agent, (I) the LC
      Facility Certificate of Deposit funded by any LC Facility Lender shall not
      be
      released in connection with any assignment of its LC Facility Commitment, but
      shall instead be purchased by the relevant assignee and continue to be held
      for
      application (if not already applied) pursuant to subsections 3.3B(ii)
      and
      3.3C(i)(b) in respect of such assignee’s obligations under the LC Facility
      Commitment assigned to it and (II) the Credit-Linked Deposit funded
      by any
      Synthetic Letter of Credit Lender shall not be released in connection with
      any
      assignment of its Synthetic Letter of Credit Commitment, but shall instead
      be
      purchased by the relevant assignee and continue to be held for application
      (if
      not already applied) pursuant to subsections 3.3B(iii) and 3.3C(i)(c)
      in
      respect of such assignee’s obligations under the Synthetic Letter of Credit
      Commitment assigned to it.

     

    
      
        
        

      

      
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    Section
      3.    LETTERS OF CREDIT

     

    
      	3.1        
                 	
              Issuance
                of Letters of Credit and Lenders’ Purchase of Participations
                Therein.

            


    

     

    A.  Letters
      of Credit. 

     

    (i)  Revolving
      Letters of Credit.
      In
      addition to Borrower requesting that Revolving Lenders make Revolving Loans
      pursuant to subsection 2.1A(ii) and that Swing Line Lender make Swing
      Line
      Loans pursuant to subsection 2.1A(iii), Borrower may request, in accordance
      with the provisions of this subsection 3.1, from time to time during
      the
      period from the Closing Date to but excluding the 30th
      day
      prior to the Revolving Loan Commitment Termination Date, that one or more
      Revolving Lenders issue Revolving Letters of Credit payable on a sight basis
      for
      the account of Borrower for the purposes specified in the definitions of
      Commercial Letters of Credit and Standby Letters of Credit. Subject to the
      terms
      and conditions of this Agreement and in reliance upon the representations and
      warranties of Borrower herein set forth, any one or more Revolving Lenders
      may,
      but (except as provided in subsection 3.1B(iii)) shall not be obligated
      to,
      issue such Revolving Letters of Credit in accordance with the provisions of
      this
      subsection 3.1; provided
      that
      Borrower shall not request that any Revolving Lender issue (and no Revolving
      Lender shall issue):

     

    (a)  any
      Revolving Letter of Credit if, after giving effect to such issuance, the Total
      Utilization of Revolving Loan Commitments would exceed the Revolving Loan
      Commitments then in effect; 

     

    (b)  any
      Revolving Letter of Credit if, after giving effect to such issuance, the
      Revolving Letter of Credit Usage would exceed $35,000,000;

     

    (c)  any
      Standby Letter of Credit having an expiration date later than the earlier of
      (1) ten days prior to the Revolving Loan Commitment Termination Date
      and
      (2) the date which is one year from the date of issuance of such Standby
      Letter of Credit; provided
      that the
      immediately preceding clause (2) shall not prevent any Revolving Issuing
      Lender from agreeing that a Standby Letter of Credit will automatically be
      extended for one or more successive periods not to exceed one year each unless
      such Revolving Issuing Lender elects not to extend for any such additional
      period; and provided,
      further,
      that
      such Revolving Issuing Lender shall elect not to extend such Standby Letter
      of
      Credit if it has knowledge that an Event of Default has occurred and is
      continuing (and has not been waived in accordance with subsection 10.6)
      at
      the time such Revolving Issuing Lender must elect whether or not to allow such
      extension; 

     

    
      
        
        

      

      
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    (d)  any
      Standby Letter of Credit issued for the purpose of supporting (1) trade
      payables or (2) any Indebtedness constituting "antecedent debt" (as
      that
      term is used in Section 547 of the Bankruptcy Code); 

     

    (e)  any
      Commercial Letter of Credit having an expiration date (1) later than
      the
      earlier of (x) the date which is 30 days prior to the Revolving
      Loan
      Commitment Termination Date and (y) the date which is 180 days
      from
      the date of issuance of such Commercial Letter of Credit or (2) that
      is
      otherwise unacceptable to the applicable Revolving Issuing Lender in its
      reasonable discretion; or

     

    (f)  any
      Revolving Letter of Credit denominated in a currency other than
      Dollars.

     

    (ii)  LC
      Facility Letters of Credit.
      In
      addition, Borrower may request, in accordance with the provisions of this
      subsection 3.1, from time to time during the period from the Closing Date to
      but
      excluding the 30th day prior to the Revolving Loan Commitment Termination Date,
      that one or more LC Facility Lenders issue LC Facility Letters of Credit payable
      on a sight basis for the account of Borrower for the purposes specified in
      the
      definition of Standby Letters of Credit. Subject to the terms and conditions
      of
      this Agreement and in reliance upon the representations and warranties of
      Borrower herein set forth, any one or more LC Facility Lenders may but (except
      as provided in subsection 3.1B(iii)) shall not be obligated to, issue
      such
      Letter of Credit in accordance with the provisions of this subsection 3.1;
      provided
      that
      Borrower shall not request that any LC Facility Lender issue (and no LC Facility
      Lender shall issue):

     

    (a)  any
      LC
      Facility Letter of Credit if, after giving effect to such issuance, the Total
      Utilization of LC Facility Commitments would exceed the LC Facility Commitments
      then in effect; 

     

    (b)  any
      LC
      Facility Letter of Credit having an expiration date later than the earlier
      of
      (1) ten days prior to the Revolving Loan Commitment Termination Date and (2)
      the
      date which is one year from the date of issuance of such LC Facility Letter
      of
      Credit; provided
      that the
      immediately preceding clause (2) shall not prevent any Issuing Lender from
      agreeing that a LC Facility Letter of Credit will automatically be extended
      for
      one or more successive periods not to exceed one year each unless such LC
      Facility Issuing Lender elects not to extend for any such additional period;
      and
provided,
      further,
      that
      such LC Facility Issuing Lender shall elect not to extend such LC Facility
      Letter of Credit if it has knowledge that an Event of Default has occurred
      and
      is continuing (and has not been waived in accordance with subsection 10.6)
      at
      the time such LC Facility Issuing Lender must elect whether or not to allow
      such
      extension; and

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

    (c)  any
      LC
      Facility Letter of Credit issued for the purpose of supporting (1) trade
      payables or (2) any Indebtedness constituting "antecedent debt" (as that term
      is
      used in Section 547 of the bankruptcy Code); or

     

    (d)  any
      LC
      Facility Letter of Credit denominated in a currency other than
      Dollars.

     

    (iii) Synthetic
      Letters of Credit.
      In
      addition, Borrower may request, in accordance with the provisions of this
      subsection 3.1, from time to time during the period from the First Amendment
      Effective Date to but excluding the 30th day prior to the Synthetic Letter
      of
      Credit Facility Maturity Date, that one or more Synthetic Letter of Credit
      Lenders issue Synthetic Letters of Credit payable on a sight basis for the
      account of Borrower for the purposes specified in the definition of Standby
      Letters of Credit. Subject to the terms and conditions of this Agreement and
      in
      reliance upon the representations and warranties of Borrower herein set forth,
      any one or more Synthetic Letter of Credit Lenders may, but (except as provided
      in subsection 3.1B(iii)) shall not be obligated to, issue such Letter
      of
      Credit in accordance with the provisions of this subsection 3.1;
provided
      that
      Borrower shall not request that any Synthetic Letter of Credit Lender issue
      (and
      no Synthetic Letter of Credit Lender shall issue):

     

    (a)
      any
      Synthetic Letter of Credit if, after giving effect to such issuance, the Total
      Utilization of Synthetic Letter of Credit Commitments would exceed the lesser
      of
      (1) the Synthetic Letter of Credit Commitments then in effect and
      (2) the aggregate amount of the Credit-Linked Deposits outstanding at
      such
      time; 

     

    (b)
      any
      Synthetic Letter of Credit having an expiration date later than the earlier
      of
      (1) ten days prior to the Synthetic Letter of Credit Facility Maturity Date
      and
      (2) the date which is one year from the date of issuance of such Synthetic
      Letter of Credit; provided
      that the
      immediately preceding clause (2) shall not prevent any Issuing Lender from
      agreeing that a Synthetic Letter of Credit will automatically be extended for
      one or more successive periods not to exceed one year each unless such Synthetic
      Letter of Credit Issuing Lender elects not to extend for any such additional
      period; and provided,
      further,
      that
      such Synthetic Letter of Credit Issuing Lender shall elect not to extend such
      Synthetic Letter of Credit if it has knowledge that an Event of Default has
      occurred and is continuing (and has not been waived in accordance with
      subsection 10.6) at the time such Synthetic Letter of Credit Issuing Lender
      must
      elect whether or not to allow such extension; 

     

    (c)
      any
      Synthetic Letter of Credit issued for the purpose of supporting (1) trade
      payables or (2) any Indebtedness constituting "antecedent debt" (as that term
      is
      used in Section 547 of the Bankruptcy Code); or

     

    (d)
      any
      Synthetic Letter of Credit denominated in a currency other than
      Dollars.

     

    
      
        
        

      

      
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    B.  Mechanics
      of Issuance.

     

    (i)  Request
      for Issuance.
      Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver
      to the proposed Issuing Lender (with a copy to Administrative Agent if
      Administrative Agent is not the proposed Issuing Lender) a Request for Issuance
      of Letter of Credit, substantially in the form of Exhibit III
      annexed
      hereto no later than 12:00 Noon (New York City time) at least three Business
      Days (in the case of Standby Letters of Credit) or five Business Days (in the
      case of Commercial Letters of Credit), or in each case such shorter period
      as
      may be agreed to by the Issuing Lender in any particular instance, in advance
      of
      the proposed date of issuance. The Issuing Lender, in its reasonable discretion,
      may require changes in the text of the proposed Letter of Credit or any
      documents described in or attached to the Request for Issuance. In furtherance
      of the provisions of subsection 10.8, and not in limitation thereof,
      Borrower may submit Requests for Issuance by telefacsimile and Administrative
      Agent and Issuing Lenders may rely and act upon any such Request for Issuance
      without receiving an original signed copy thereof. No Letter of Credit shall
      require payment against a conforming demand for payment to be made thereunder
      on
      the same business day (under the laws of the jurisdiction in which the office
      of
      the Issuing Lender to which such demand for payment is required to be presented
      is located) that such demand for payment is presented if such presentation
      is
      made after 10:00 A.M. (in the time zone of such office of the Issuing
      Lender) on such business day.

     

    (ii)  Borrower
      shall notify the applicable Issuing Lender (and Administrative Agent, if
      Administrative Agent is not such Issuing Lender) prior to the issuance of any
      Letter of Credit in the event that any of the matters to which Borrower is
      required to certify in the applicable Request for Issuance is no longer true
      and
      correct as of the proposed date of issuance of such Letter of Credit, and upon
      the issuance of any Letter of Credit Borrower shall be deemed to have
      re-certified, as of the date of such issuance, as to the matters to which
      Borrower is required to certify in the applicable Request for
      Issuance.

     

    (iii)  Determination
      of Issuing Lender.
      (a)
      Upon receipt by a proposed Revolving Issuing Lender of a Request for Issuance
      pursuant to subsection 3.1B(i) requesting the issuance of a Revolving
      Letter of Credit, (1) in the event Administrative Agent is the proposed
      Revolving Issuing Lender, Administrative Agent shall be the Revolving Issuing
      Lender with respect to such Revolving Letter of Credit, notwithstanding the
      fact
      that the Revolving Letter of Credit Usage with respect to such Revolving Letter
      of Credit and with respect to all other Revolving Letters of Credit issued
      by
      Administrative Agent, when aggregated with Administrative Agent’s outstanding
      Revolving Loans and Swing Line Loans, may exceed Administrative Agent’s
      Revolving Loan Commitment then in effect; and (2) in the event any other
      Revolving Lender is the proposed Revolving Issuing Lender, such Revolving Lender
      shall promptly notify Borrower and Administrative Agent whether or not, in
      its
      sole discretion, it has elected to issue such Revolving Letter of Credit, and
      (x) if such Revolving Lender so elects to issue such Revolving Letter
      of
      Credit it shall be the Revolving Issuing Lender with respect thereto and
      (y) if such Revolving Lender fails to so promptly notify Borrower and
      Administrative Agent or declines to issue such Revolving Letter of Credit,
      Borrower may request Administrative Agent or another Revolving Lender to be
      the
      Revolving Issuing Lender with respect to such Revolving Letter of Credit in
      accordance with the provisions of this subsection 3.1B; (b) upon receipt
      by
      a proposed LC Facility Issuing Lender of a Request for Issuance pursuant to
      subsection 3.1B(i) requesting the issuance of a LC Facility Letter of Credit,
      (1) in the event Administrative Agent is the proposed LC Facility Issuing
      Lender, Administrative Agent shall be the LC Facility Issuing Lender with
      respect to such LC Facility Letter of Credit, notwithstanding the fact that
      the
      LC Facility Letter of Credit Usage with respect to such LC Facility Letter
      of
      Credit and with respect to all other LC Facility Letters of Credit issued by
      Administrative Agent, may exceed Administrative Agent’s LC Facility Loan
      Commitment then in effect; and (2) in the event any other LC Facility Lender
      is
      the proposed Issuing Lender, such LC Facility Lender shall promptly notify
      Borrower and Administrative Agent whether or not, in its sole discretion, it
      has
      elected to issue such LC Facility Letter of Credit, and (x) if such LC Facility
      Lender so elects to issue such LC Facility Letter of Credit it shall be the
      LC
      Facility Issuing Lender with respect thereto and (y) if such LC Facility Lender
      fails to so promptly notify Borrower and Administrative Agent or declines to
      issue such LC Facility Letter of Credit, Borrower may request Administrative
      Agent or another LC Facility Lender to be the LC Facility Issuing Lender with
      respect to such LC Facility Letter of Credit in accordance with the provisions
      of this subsection 3.1B; and (c) upon receipt by a proposed Synthetic
      Letter of Credit Issuing Lender of a Request for Issuance pursuant to subsection
      3.1B(i) requesting the issuance of a Synthetic Letter of Credit, (1) in
      the
      event Administrative Agent is the proposed Synthetic Letter of Credit Issuing
      Lender, Administrative Agent shall be the Synthetic Letter of Credit Issuing
      Lender with respect to such Synthetic Letter of Credit, notwithstanding the
      fact
      that the Synthetic Letter of Credit Usage with respect to such Synthetic Letter
      of Credit and with respect to all other Synthetic Letters of Credit issued
      by
      Administrative Agent, may exceed Administrative Agent’s Synthetic Letter of
      Credit Commitment then in effect; and (2) in the event any other LC Facility
      Lender is the proposed Issuing Lender, such LC Facility Lender shall promptly
      notify Borrower and Administrative Agent whether or not, in its sole discretion,
      it has elected to issue such Synthetic Letter of Credit, and (x) if
      such
      Synthetic Letter of Credit Lender so elects to issue such Synthetic Letter
      of
      Credit it shall be the Synthetic Letter of Credit Issuing Lender with respect
      thereto and (y) if such Synthetic Letter of Credit Lender fails to so
      promptly notify Borrower and Administrative Agent or declines to issue such
      Synthetic Letter of Credit, Borrower may request Administrative Agent or another
      Synthetic Letter of Credit Lender to be the Synthetic Letter of Credit Issuing
      Lender with respect to such Synthetic Letter of Credit in accordance with the
      provisions of this subsection 3.1B.

     

    
      
        
        

      

      
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    (iv)  Issuance
      of Letter of Credit.
      Upon
      satisfaction or waiver (in accordance with subsection 10.6) of the
      conditions set forth in subsection 4.3, the Issuing Lender shall issue
      the
      requested Letter of Credit in accordance with the Issuing Lender’s standard
      operating procedures.

     

    (v)  Notification
      to Revolving Lenders and LC Facility Lenders and Synthetic Letter of Credit
      Lenders.
      Upon
      the issuance of or amendment to any Letter of Credit the applicable Issuing
      Lender shall promptly notify Administrative Agent and Borrower of such issuance
      or amendment in writing and such notice shall be accompanied by a copy of such
      Letter of Credit or amendment. Upon receipt of such notice (or, if
      Administrative Agent is the Issuing Lender, together with such notice),
      Administrative Agent shall notify each Revolving Lender or LC Facility Lender
      or
      Synthetic Letter of Credit Lender, as the case may be, in writing of such
      issuance or amendment and the amount of such Revolving Lender’s or LC Facility
      Lender’s or Synthetic Letter of Credit Lender’s, as the case may be, respective
      participation in such Letter of Credit or amendment.

     

    C.  Purchase
      of Participations in Letters of Credit.
      Immediately upon the issuance of (i) each Revolving Letter of Credit,
      each
      Revolving Lender shall be deemed to, and hereby agrees to, have irrevocably
      purchased from the Revolving Issuing Lender a participation in such Revolving
      Letter of Credit and any drawings honored thereunder in an amount equal to
      such
      Revolving Lender’s Pro Rata Share of the maximum amount that is or at any time
      may become available to be drawn thereunder and (ii) each LC Facility
      Letter of Credit, each LC Facility Lender shall be deemed to, and hereby agrees
      to, have irrevocably purchased from the LC Facility Issuing Lender a
      participation in such LC Facility Letter of Credit and any drawings honored
      thereunder in an amount equal to such LC Facility Lender’s Pro Rata Share of the
      maximum amount that is or at any time may become available to be drawn
      thereunder; provided
      that any
      LC Facility Lender may elect to purchase from such LC Facility Issuing Lender
      a
      certificate of deposit (each a "LC
      Facility Certificate of Deposit"
      and
      collectively, the "LC
      Facility Certificates of Deposit")
      for
      such LC Facility Letter of Credit in an amount equal to such LC Facility
      Lender’s Pro Rata Share of the maximum amount that is or at any time may become
      available to be drawn thereunder, but such purchase of such LC Facility
      Certificates of Deposit, if any, shall not in any way limit any of such LC
      Facility Lender’s obligations under this Agreement including, without
      limitation, under subsection 3.3; and (iii) each Synthetic Letter
      of
      Credit, each Synthetic Letter of Credit Lender shall be deemed to, and hereby
      agrees to, have irrevocably purchased from the Synthetic Letter of Credit
      Issuing Lender a participation in such Synthetic Letter of Credit and any
      drawings honored thereunder in an amount equal to such Synthetic Letter of
      Credit Lender’s Pro Rata Share of the maximum amount that is or at any time may
      become available to be drawn thereunder. 

     

    Any
      arrangements with respect to any such LC Facility Certificates of Deposit shall
      be reasonably satisfactory to each of the applicable Issuing Lender,
      Administrative Agent and the applicable LC Facility Lender.

     

    
      
        
        

      

      
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      	3.2         
               	
              Letter
                of Credit Fees.

            


    

     

    Borrower
      agrees to pay the following amounts with respect to Letters of Credit issued
      hereunder:

     

    (i)  with
      respect to any Revolving Letter of Credit, (a) a fronting fee, payable
      directly to the applicable Revolving Issuing Lender for its own account, equal
      to 0.25% per annum of the daily amount available to be drawn under such
      Revolving Letter of Credit and (b) a letter of credit fee, payable to
      Administrative Agent for the account of Revolving Lenders, equal to the
      applicable LIBOR Rate Margin for the Revolving Loans multiplied by the daily
      amount available to be drawn under such Revolving Letter of Credit, each such
      fronting fee or letter of credit fee to be payable in arrears on and to (but
      excluding) the last Business Day of March, June, September and December of
      each
      year and computed on the basis of a 360-day year for the actual number of days
      elapsed;

     

    (ii)  with
      respect to any LC Facility Letter of Credit, (a) a fronting fee, payable
      directly to the applicable LC Facility Issuing Lender for its own account,
      equal
      to 0.25% per annum of the daily amount available to be drawn under such LC
      Facility Letter of Credit and (b) a letter of credit facility fee, payable
      to
      Administrative Agent for the account of LC Facility Lenders, equal to the
      applicable LIBOR Rate Margin for the LC Facility Loans multiplied by the daily
      amount of the difference between (x) LC Facility Commitments less
      (y) any outstanding LC Facility Loans, each such fronting fee or letter
      of
      credit fee to be payable in arrears on and to (but excluding) the last Business
      Day of March, June, September and December of each year and computed on the
      basis of a 360-day year for the actual number of days elapsed; and

     

    (iii)  with
      respect to any Synthetic Letter of Credit, (a) a fronting fee, payable
      directly to the applicable Synthetic Letter of Credit Issuing Lender for its
      own
      account, equal to 0.25% per annum of the daily amount available to be drawn
      under such Synthetic Letter of Credit and (b) a letter of credit facility
      fee, payable to Administrative Agent for the account of Synthetic Letter of
      Credit Lenders, equal to (1) the sum of (x) the applicable LIBOR
      Rate
      Margin for the Synthetic Letter of Credit Loans and (y) the Interest
      Rate
      Differential multiplied by (2) the daily amount of the difference between
      (x) the Synthetic Letter of Credit Commitments less (y) any
      outstanding Synthetic Letter of Credit Loans, each such fronting fee or letter
      of credit fee to be payable in arrears on and to (but excluding) the last
      Business Day of March, June, September and December of each year and computed
      on
      the basis of a 360-day year for the actual number of days elapsed;

     

    (iv)  with
      respect to the issuance, amendment or transfer of each Letter of Credit and
      each
      payment of a drawing made thereunder (without duplication of the fees payable
      under any of clauses (i) - (iii) above), documentary and processing
      charges
      payable directly to the applicable Issuing Lender for its own account in
      accordance with such Issuing Lender’s standard schedule for such charges in
      effect at the time of such issuance, amendment, transfer or payment, as the
      case
      may be.

     

    
      
        
        

      

      
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    (v)  For
      purposes of calculating any fees payable under clause (i) of
      this
      subsection 3.2, the daily amount available to be drawn under any Letter
      of
      Credit shall be determined as of the close of business on any date of
      determination. Promptly upon receipt by Administrative Agent of any amount
      described in clause (i)(b) or clause (ii)(b) or clause (iii)(b)
      of this subsection 3.2, Administrative Agent shall distribute to each
      Revolving Lender or LC Facility Lender or Synthetic Letter of Credit Lender,
      as
      the case may be, its Pro Rata Share of such amount.

     

    
      	3.3        
                	
              Drawings
                and Reimbursement of Amounts Paid Under Letters of
                Credit.

            


    

     

    A.  Responsibility
      of Issuing Lender With Respect to Drawings.
      In
      determining whether to honor any drawing under any Letter of Credit by the
      beneficiary thereof, the Issuing Lender shall be responsible only to examine
      the
      documents delivered under such Letter of Credit with reasonable care so as
      to
      ascertain whether they appear on their face to be in accordance with the terms
      and conditions of such Letter of Credit.

     

    B.  Reimbursement
      by Borrower of Amounts Paid Under Letters of Credit.
      

     

    (i)  Reimbursement
      by Borrower of Amounts Paid Under Revolving Letters of Credit.
      In the
      event a Revolving Issuing Lender has determined to honor a drawing under a
      Revolving Letter of Credit issued by it, such Revolving Issuing Lender shall
      immediately notify Borrower and Administrative Agent, and Borrower shall
      reimburse such Revolving Issuing Lender on or before the Business Day
      immediately following the date on which such drawing is honored (the
      "Revolving
      LC Reimbursement Date")
      in an
      amount in Dollars and in same day funds equal to the amount of such payment;
      provided
      that,
      anything contained in this Agreement to the contrary notwithstanding, (a) unless
      Borrower shall have notified Administrative Agent and such Revolving Issuing
      Lender prior to 10:00 A.M. (New York City time) on the date such drawing is
      honored that Borrower intends to reimburse such Revolving Issuing Lender for
      the
      amount of such payment with funds other than the proceeds of Revolving Loans,
      Borrower shall be deemed to have given a timely Notice of Borrowing to
      Administrative Agent requesting Revolving Lenders to make Revolving Loans that
      are Base Rate Loans on the Revolving LC Reimbursement Date in an amount in
      Dollars equal to the amount of such payment and (b) subject to satisfaction
      or
      waiver of the conditions specified in subsection 4.2B, Revolving Lenders shall,
      on the Revolving LC Reimbursement Date, make Revolving Loans that are Base
      Rate
      Loans in the amount of such payment, the proceeds of which shall be applied
      directly by Administrative Agent to reimburse such Revolving Issuing Lender
      for
      the amount of such payment; and provided,
      further,
      that if
      for any reason proceeds of Revolving Loans are not received by such Revolving
      Issuing Lender on the Revolving LC Reimbursement Date in an amount equal to
      the
      amount of such payment, Borrower shall reimburse such Revolving Issuing Lender,
      on demand, in an amount in same day funds equal to the excess of the amount
      of
      such payment over the aggregate amount of such Revolving Loans, if any, which
      are so received. Nothing in this subsection 3.3B(i) shall be deemed to relieve
      any Revolving Lender from its obligation to make Revolving Loans on the terms
      and conditions set forth in this Agreement, and Borrower shall retain any and
      all rights it may have against any Revolving Lender resulting from the failure
      of such Revolving Lender to make such Revolving Loans under this subsection
      3.3B.

     

    
      
        
        

      

      
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    (ii)  Reimbursement
      by Borrower of Amounts Paid Under LC Facility Letters of Credit.
      In the
      event a LC Facility Issuing Lender has determined to honor a drawing under
      a LC
      Facility Letter of Credit issued by it, such LC Facility Issuing Lender shall
      immediately notify Borrower and Administrative Agent, and Borrower shall
      reimburse such LC Facility Issuing Lender on or before the Business Day
      immediately following the date on which such drawing is honored (the
      "LC
      Facility Letter of Credit Reimbursement
      Date")
      in an
      amount in Dollars and in same day funds equal to the amount of such payment;
      provided
      that,
      anything contained in this Agreement to the contrary notwithstanding, (a) unless
      Borrower shall have notified Administrative Agent and such LC Credit Facility
      Issuing Lender prior to 10:00 A.M. (New York City time) on the date such drawing
      is honored that Borrower intends to reimburse such LC Facility Issuing Lender
      for the amount of such payment with funds other than the proceeds of LC Facility
      Loans, Borrower shall be deemed to have given a timely Notice of Borrowing
      to
      Administrative Agent requesting LC Facility Issuing Lenders to make LC Facility
      Loans that are Base Rate Loans on the LC Facility Letter of Credit Reimbursement
      Date in an amount in Dollars equal to the amount of such payment and (b) subject
      to satisfaction or waiver of the conditions specified in subsection 4.2B, LC
      Facility Lenders shall, on the LC Facility Letter of Credit Reimbursement Date,
      make LC Facility Loans that are Base Rate Loans in the amount of such payment,
      the proceeds of which shall be applied directly by Administrative Agent to
      reimburse such LC Facility Issuing Lender for the amount of such payment; and
      provided,
      further,
      that if
      for any reason proceeds of LC Facility Loans are not received by such LC
      Facility Issuing Lender on the LC Facility Letter of Credit Reimbursement Date
      in an amount equal to the amount of such payment, Borrower shall reimburse
      such
      LC Facility Issuing Lender, on demand, in an amount in same day funds equal
      to
      the excess of the amount of such payment over the aggregate amount of such
      LC
      Facility Loans, if any, which are so received. Nothing in this subsection
      3.3B(ii) shall be deemed to relieve any LC Facility Lender from its obligation
      to make LC Facility Loans on the terms and conditions set forth in this
      Agreement, and Borrower shall retain any and all rights it may have against
      any
      LC Facility Lender resulting from the failure of such LC Facility Lender to
      make
      such LC Facility Loans under this subsection 3.3B.

     

    (iii)  Reimbursement
      by Borrower of Amounts Paid Under Synthetic Letters of Credit.
      In the
      event a Synthetic Letter of Credit Issuing Lender has determined to honor a
      drawing under a Synthetic Letter of Credit issued by it, such Synthetic Letter
      of Credit Issuing Lender shall immediately notify Borrower and Administrative
      Agent, and Borrower shall reimburse such Synthetic Letter of Credit Issuing
      Lender on or before the Business Day immediately following the date on which
      such drawing is honored (the "Synthetic
      Letter of Credit Reimbursement Date")
      in an
      amount in Dollars and in same day funds equal to the amount of such payment;
      provided
      that,
      anything contained in this Agreement to the contrary notwithstanding,
      (a) unless Borrower shall have notified Administrative Agent and such
      Synthetic Letter of Credit Issuing Lender prior to 10:00 A.M. (New York City
      time) on the date such drawing is honored that Borrower intends to reimburse
      such Synthetic Letter of Credit Issuing Lender for the amount of such payment
      with funds other than the proceeds of Synthetic Letter of Credit Loans, Borrower
      shall be deemed to have given a timely Notice of Borrowing to Administrative
      Agent requesting Synthetic Letter of Credit Lenders to make Synthetic Letter
      of
      Credit Loans that are Base Rate Loans on the Synthetic Letter of Credit
      Reimbursement Date in an amount in Dollars equal to the amount of such payment
      and (b) subject to satisfaction or waiver of the conditions specified
      in
      subsection 4.2B, Synthetic Letter of Credit Lenders shall, on the Synthetic
      Letter of Credit Reimbursement Date, make Synthetic Letter of Credit Loans
      that
      are Base Rate Loans in the amount of such payment, the proceeds of which shall
      be applied directly by Administrative Agent to reimburse such Synthetic Letter
      of Credit Issuing Lender for the amount of such payment; provided further,
      that
      each Synthetic Letter of Credit Lender hereby irrevocably authorizes
      Administrative Agent to fund such Synthetic Letter of Credit Lender’s Synthetic
      Letter of Credit Loans by withdrawing an amount equal to the amount of each
      of
      such Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Loans from
      such Synthetic Letter of Credit Lender’s Credit-Linked Deposit; and provided further,
      that if
      for any reason proceeds of Synthetic Letter of Credit Loans are not received
      by
      such Synthetic Letter of Credit Issuing Lender on the Synthetic Letter of Credit
      Reimbursement Date in an amount equal to the amount of such payment, Borrower
      shall reimburse such Synthetic Letter of Credit Issuing Lender, on demand,
      in an
      amount in same day funds equal to the excess of the amount of such payment
      over
      the aggregate amount of such Synthetic Letter of Credit Loans, if any, which
      are
      so received. Nothing in this subsection 3.3B(iii) shall be deemed to
      relieve any Synthetic Letter of Credit Lender from its obligation to make
      Synthetic Letter of Credit Loans on the terms and conditions set forth in this
      Agreement, and Borrower shall retain any and all rights it may have against
      any
      Synthetic Letter of Credit Lender resulting from the failure of such Synthetic
      Letter of Credit Lender to make such Synthetic Letter of Credit Loans under
      this
      subsection 3.3B.

     

    C.  Payment
      by Lenders of Unreimbursed Amounts Paid Under Letters of
      Credit.

     

    
      
        
        

      

      
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    (i)  (a) Payment
      by Revolving Lenders.
      In the
      event that Borrower shall fail for any reason to reimburse any Revolving Issuing
      Lender as provided in subsection 3.3B(i) in an amount equal to the amount
      of any payment by such Revolving Issuing Lender under a Revolving Letter of
      Credit issued by it, such Revolving Issuing Lender shall promptly notify
      Administrative Agent who will notify each other Revolving Lender of the
      unreimbursed amount of such honored drawing and of such other Revolving Lender’s
      respective participation therein based on such Revolving Lender’s Pro Rata
      Share. Each Revolving Lender shall make available to Administrative Agent for
      the benefit of such Revolving Issuing Lender an amount equal to its respective
      participation, in Dollars and in same day funds, at the Funding and Payment
      Office, not later than 12:00 Noon (New York City time) on the first
      Business Day after the date notified by Administrative Agent. In the event
      that
      any Revolving Lender fails to make available to Administrative Agent for the
      benefit of such Revolving Issuing Lender on such Business Day the amount of
      such
      Revolving Lender’s participation in such Revolving Letter of Credit as provided
      in this subsection 3.3C(i)(a), such Revolving Issuing Lender shall be
      entitled to recover such amount on demand from such Revolving Lender together
      with interest thereon at the rate customarily used by such Revolving Issuing
      Lender for the correction of errors among banks for three Business Days and
      thereafter at the Base Rate. Nothing in this subsection 3.3C(i)(a) shall
      be
      deemed to prejudice the right of any Revolving Lender to recover from any
      Revolving Issuing Lender any amounts made available by such Revolving Lender
      to
      such Revolving Issuing Lender pursuant to this subsection 3.3C(i)(a) in the
      event that it is determined by the final judgment of a court of competent
      jurisdiction that the payment with respect to a Letter of Credit by such
      Revolving Issuing Lender in respect of which payment was made by such Revolving
      Lender constituted gross negligence or willful misconduct on the part of such
      Revolving Issuing Lender.

     

    (b)  Payment
      by LC Facility Lenders.
      In the
      event that Borrower shall fail for any reason to reimburse any LC Facility
      Issuing Lender as provided in subsection 3.3B(ii) in an amount equal to the
      amount of any payment by such LC Facility Issuing Lender under a LC Facility
      Letter of Credit issued by it, such LC Facility Issuing Lender shall promptly
      notify Administrative Agent who will notify each other LC Facility Lender of
      the
      unreimbursed amount of such honored drawing and of such other LC Facility
      Lender’s respective participation therein based on such LC Facility Lender’s Pro
      Rata Share. Each LC Facility Lender shall make available to Administrative
      Agent
      for the benefit of such LC Facility Issuing Lender an amount equal to its
      respective participation, in Dollars and in same day funds, at the Funding
      and
      Payment Office, not later than 12:00 Noon (New York City time) on the first
      Business Day after the date notified by Administrative Agent. In the event
      that
      any LC Facility Lender fails to make available to Administrative Agent for
      the
      benefit of such LC Facility Issuing Lender on such Business Day the amount
      of
      such LC Facility Lender’s participation in such Letter of Credit as provided in
      this subsection 3.3C(i)(b), such LC Facility Issuing Lender shall be entitled
      to
      recover such amount on demand from such LC Facility Lender together with
      interest thereon at the rate customarily used by such LC Facility Issuing Lender
      for the correction of errors among banks for three Business Days and thereafter
      at the Base Rate. Nothing in this subsection 3.3C(i)(b) shall be deemed to
      prejudice the right of any Lender to recover from any LC Facility Issuing Lender
      any amounts made available by such LC Facility Lender to such LC Facility
      Issuing Lender pursuant to this subsection 3.3C(i)(b) in the event that it
      is
      determined by the final judgment of a court of competent jurisdiction that
      the
      payment with respect to a LC Facility Letter of Credit by such LC Facility
      Issuing Lender in respect of which payment was made by such LC Facility Lender
      constituted gross negligence or willful misconduct on the part of such LC
      Facility Issuing Lender.

     

    (c)  Payment
      by Synthetic Letter of Credit Lenders.
      In the
      event that Borrower shall fail for any reason to reimburse any Synthetic Letter
      of Credit Issuing Lender as provided in subsection 3.3B(iii) in an amount
      equal to the amount of any payment by such Synthetic Letter of Credit Issuing
      Lender under a Synthetic Letter of Credit issued by it, such Synthetic Letter
      of
      Credit Issuing Lender shall promptly notify Administrative Agent, who will,
      upon
      request by any Synthetic Letter of Credit Lender, notify each Synthetic Letter
      of Credit Lender of the unreimbursed amount of such honored drawing and of
      such
      Synthetic Letter of Credit Lender’s respective participation therein based on
      such Synthetic Letter of Credit Lender’s Pro Rata Share. Each Synthetic Letter
      of Credit Lender hereby irrevocably authorizes Administrative Agent to make
      such
      payment available to such Synthetic Letter of Credit Issuing Lender on the
      first
      Business Day after the date notified by Administrative Agent in an amount equal
      to such Synthetic Letter of Credit Lender’s respective participation from such
      Synthetic Letter of Credit Lender’s Credit-Linked Deposit. In the event that
      Administrative Agent reasonably determines that applicable law or the order
      of
      any court or other Government Authority stays or prohibits Administrative Agent
      from making available to such Synthetic Letter of Credit Issuing Lender on
      such
      Business Day the full amount of each Synthetic Letter of Credit Lender’s
      participation in such Synthetic Letter of Credit as provided in this
      subsection 3.3C(i)(c), such Synthetic Letter of Credit Issuing Lender
      shall, without further act, become the owner of, and succeed to the rights
      of
      such Synthetic Letter of Credit Lender with respect to, a portion of such
      Synthetic Letter of Credit Lender’s Credit-Linked Deposit in an amount equal to
      the amount of the portion of such participation not so made available, together
      with all interest, fees, amounts payable pursuant to subsection 3.6D
      and
      all other amounts payable thereon. Nothing in this subsection 3.3C(i)(c)
      shall be deemed to prejudice the right of any Lender to recover from any
      Synthetic Letter of Credit Issuing Lender any amounts made available by such
      Synthetic Letter of Credit Lender to such Synthetic Letter of Credit Issuing
      Lender pursuant to this subsection 3.3C(i)(c) in the event that it is
      determined by the final judgment of a court of competent jurisdiction that
      the
      payment with respect to a Synthetic Letter of Credit by such Synthetic Letter
      of
      Credit Issuing Lender in respect of which payment was made by such Synthetic
      Letter of Credit Lender constituted gross negligence or willful misconduct
      on
      the part of such Synthetic Letter of Credit Issuing Lender.

     

    
      
        
        

      

      
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    (ii) Distribution
      to Lenders of Reimbursements Received From Borrower.
      (a)  In the event that any Revolving Issuing Lender or LC Facility
      Issuing Lender shall have been reimbursed by other Revolving Lenders or LC
      Facility Lenders, as the case may be, pursuant to subsection 3.3C(i)
      for
      all or any portion of any payment by such Issuing Lender under a Revolving
      Letter of Credit or LC Facility Letter of Credit issued by it, such Issuing
      Lender shall distribute to Administrative Agent on behalf of each other
      Revolving Lender or LC Facility Lender, as the case may be, that has paid all
      amounts payable by it under subsection 3.3C(i) with respect to such
      payment
      such other Revolving Lender’s Pro Rata Share or LC Facility Lender’s Pro Rata
      Share, as the case may be, of all payments subsequently received by such Issuing
      Lender from Borrower in reimbursement of such payment under such Letter of
      Credit when such payments are received. Any such distribution shall be made
      to
      such other Revolving Lender or LC Facility Lender, as the case may
      be.

     

    (b)(1)  In
      the event that any Synthetic Letter of Credit Issuing Lender shall have been
      reimbursed by Synthetic Letter of Credit Lenders pursuant to
      subsection 3.3C(i) for all or any portion of any payment by such Issuing
      Lender under a Synthetic Letter of Credit issued by it, such Issuing Lender
      shall distribute to Administrative Agent on behalf of each Synthetic Letter
      of
      Credit Lender that has paid all amounts payable by it under
      subsection 3.3C(i) with respect to such payment such Synthetic Letter
      of
      Credit Lender’s Pro Rata Share of all payments subsequently received by such
      Issuing Lender from Borrower in reimbursement of such payment under such Letter
      of Credit when such payments are received. Any such distribution shall, subject
      to the last sentence of this subsection 3.3C(ii)(b)(1), be made to such
      Synthetic Letter of Credit Lender. Any distribution to be made to the Synthetic
      Letter of Credit Lenders pursuant to this subsection 3.3C(ii)(b)(1)
      shall,
      to the extent of the excess of the Synthetic Letter of Credit Commitments over
      the Total Utilization of Synthetic Letter of Credit Commitments, be retained
      by
      Administrative Agent and applied to increase the amount of each Synthetic Letter
      of Credit Lender’s Credit-Linked Deposit in an amount equal to such Synthetic
      Letter of Credit Lender’s Pro Rata Share of such excess.

     

    (2)  Without
      limiting the obligations of Borrower under subsection 2.6D or
      subsection 3.6D, in the event that a drawing under a Synthetic Letter
      of
      Credit (A) that has been reimbursed with the proceeds of Synthetic Letter
      of Credit Loans that were funded by withdrawals from the Credit-Linked Deposits
      as provided in subsection 3.3B(iii) or (B) for which payment
      to the
      Synthetic Letter of Credit Issuing Lender by the Synthetic Letter of Credit
      Lenders has been funded by withdrawals from the Credit-Linked Deposits as
      provided in subsection 3.3C(i)(c), in either case shall be reimbursed
      by
      Borrower on a day other than the last day of an interest period or period of
      investment applicable to the Credit-Linked Deposits, Administrative Agent may
      elect to invest the amount so reimbursed in overnight or short-term cash
      equivalent investments until the end of the interest period or scheduled
      investment termination date at the time in effect and Borrower shall pay to
      Administrative Agent on the last day of such interest period or such scheduled
      investment termination date, the amount, if any, by which the interest accrued
      on a like amount of the Credit-Linked Deposits at the Adjusted LIBOR Rate for
      the interest period or period of investment in effect therefor shall exceed
      the
      interest actually earned through the investment of the amount so reimbursed
      for
      the period from the date of such reimbursement through the end of the applicable
      interest period or period of investment, as determined by Administrative Agent
      in good faith (which determination shall, absent manifest error, be final and
      conclusive and binding on all parties hereto) and set forth in the request
      for
      payment delivered to Borrower. No delay in, or failure to deliver, any such
      request for payment by Administrative Agent shall in any way relieve or diminish
      the obligations of Borrower to pay to Administrative Agent the amount of
      interest required to be paid as provided above in the preceding sentence. In
      the
      event that Borrower shall fail to pay any amount due under this paragraph,
      the
      return payable by Administrative Agent to the Synthetic Letter of Credit Lenders
      on their Credit-Linked Deposits under subsection 3.6B(iii) shall be
      reduced
      by a corresponding amount, and the Synthetic Letter of Credit Lenders shall,
      without further act, succeed to the rights of Administrative Agent with respect
      to such amount due from Borrower, ratably according to the amounts of their
      respective Credit-Linked Deposits.

     

    
      
        
        

      

      
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    D.  Interest
      on Amounts Paid Under Letters of Credit.

     

    (i)  Payment
      of Interest by Borrower.
      Borrower agrees to pay to each Issuing Lender, with respect to payments under
      any Letters of Credit issued by it, interest on the amount paid by such Issuing
      Lender in respect of each such payment from the date a drawing is honored to
      but
      excluding the date such amount is reimbursed by Borrower (including any such
      reimbursement out of the proceeds of Revolving Loans, LC Facility Loans or
      Synthetic Letter of Credit Loans pursuant to subsection 3.3B) at a rate
      equal to (a) with respect to Revolving Letters of Credit, (1) for
      the
      period from the date such drawing is honored to but excluding the Revolving
      LC
      Reimbursement Date, the rate then in effect under this Agreement with respect
      to
      Revolving Loans that are Base Rate Loans and (2) thereafter, a rate
      which
      is 2% per annum in excess of the rate of interest otherwise payable under this
      Agreement with respect to Revolving Loans that are Base Rate Loans,
      (b) with respect to LC Facility Letters of Credit, (1) for the
      period
      from the date such drawing is honored to but excluding the LC Facility Letter
      of
      Credit Reimbursement Date, the rate then in effect under this Agreement with
      respect to Term Loans that are Base Rate Loans and (2) thereafter, a
      rate
      which is 2% per annum in excess of the rate of interest otherwise payable under
      this Agreement with respect to Term Loans that are Base Rate Loans, and
      (c) with respect to Synthetic Letters of Credit, (1) for the
      period
      from the date such drawing is honored to but excluding the Synthetic Letter
      of
      Credit Reimbursement Date, the rate then in effect under this Agreement with
      respect to Term Loans that are Base Rate Loans and (2) thereafter, a
      rate
      which is 2% per annum in excess of the rate of interest otherwise payable under
      this Agreement with respect to Term Loans that are Base Rate Loans. Interest
      payable pursuant to this subsection 3.3D(i) shall be computed on the
      basis
      of a 360-day year for the actual number of days elapsed in the period during
      which it accrues and shall be payable on demand or, if no demand is made, on
      the
      date on which the related drawing under a Letter of Credit is reimbursed in
      full.

     

    (ii)  Distribution
      of Interest Payments by Issuing Lender.
      Promptly upon receipt by any Issuing Lender of any payment of interest pursuant
      to subsection 3.3D(i) with respect to a payment under a Letter of Credit
      issued by it, (a) such Issuing Lender shall distribute to Administrative
      Agent on behalf of each other Revolving Lender, LC Facility Lender or Synthetic
      Letter of Credit Lender, as the case may be, out of the interest received by
      such Issuing Lender in respect of the period from the date such drawing is
      honored to but excluding the date on which such Issuing Lender is reimbursed
      for
      the amount of such payment (including any such reimbursement out of the proceeds
      of Revolving Loans, LC Facility Loans or Synthetic Letter of Credit Loans
      pursuant to subsection 3.3B), the amount that such other Revolving Lender,
      LC Facility Lender or Synthetic Letter of Credit Lender, as the case may be,
      would have been entitled to receive in respect of the letter of credit fee
      that
      would have been payable in respect of such Letter of Credit for such period
      pursuant to subsection 3.2 if no drawing had been honored under such
      Letter
      of Credit, and (b) in the event such Issuing Lender shall have been
      reimbursed by other Revolving Lenders, LC Facility Lenders or Synthetic Letter
      of Credit Lenders, as the case may be, pursuant to subsection 3.3C(i)
      for
      all or any portion of such payment, such Issuing Lender shall distribute to
      Administrative Agent on behalf of each other Revolving Lender, LC Facility
      Lender or Synthetic Letter of Credit Lender, as the case may be, that has paid
      all amounts payable by it under subsection 3.3C(i) with respect to such
      payment such other Revolving Lender’s Pro Rata Share, LC Facility Lender’s Pro
      Rata Share or Synthetic Letter of Credit Lender’s Pro Rata Share, as the case
      may be, of any interest received by such Issuing Lender in respect of that
      portion of such payment so reimbursed by other Revolving Lenders, LC Facility
      Lenders or Synthetic Letter of Credit Lenders, as the case may be, for the
      period from the date on which such Issuing Lender was so reimbursed by other
      Revolving Lenders, LC Facility Lenders or Synthetic Letter of Credit Lenders,
      as
      the case may be, to but excluding the date on which such portion of such payment
      is reimbursed by Borrower. Administrative Agent shall distribute any such
      amounts to a Revolving Lender, LC Facility Lender or Synthetic Letter of Credit
      Lender, as the case may be.

     

    
      	3.4       
                	
              Obligations
                Absolute.

            


    

     

    The
      obligation of Borrower to reimburse each Revolving Issuing Lender, each LC
      Facility Lender and each Synthetic Letter of Credit Lender, as the case may
      be,
      for payments under the Letters of Credit issued by it, and to repay any
      Revolving Loans made by Revolving Lenders pursuant to subsection 3.3B(i),
      any LC Facility Loans made by LC Facility Lenders pursuant to
      subsection 3.3B(ii), and any Synthetic Letter of Credit Loans made by
      Synthetic Letter of Credit Lenders pursuant to subsection 3.3B(iii),
      as the
      case may be, and the obligations of Revolving Lenders, LC Facility Lenders
      and
      Synthetic Letter of Credit Lenders, as the case may be, under
      subsection 3.3C(i)(a), 3.3C(i)(b) and 3.3C(i)(c), respectively, shall
      be
      unconditional and irrevocable and shall be paid strictly in accordance with
      the
      terms of this Agreement under all circumstances including any of the following
      circumstances:

     

    
      
        
        

      

      
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    (i)  any
      lack
      of validity or enforceability of any Letter of Credit;

     

    (ii)  the
      existence of any claim, set-off, defense or other right which Borrower or any
      Lender may have at any time against a beneficiary or any transferee of any
      Letter of Credit (or any Persons for whom any such transferee may be acting),
      any Issuing Lender or other Revolving Lender, LC Facility Lender or Synthetic
      Letter of Credit Lender or any other Person or, in the case of a Revolving
      Lender, LC Facility Lender or Synthetic Letter of Credit Lender, against
      Borrower, whether in connection with this Agreement, the transactions
      contemplated herein or any unrelated transaction (including any underlying
      transaction between Borrower or one of its Subsidiaries and the beneficiary
      for
      which any Letter of Credit was procured);

     

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

     

    (iv)  payment
      by the applicable Issuing Lender under any Letter of Credit against presentation
      of a draft or other document which does not substantially comply with the terms
      of such Letter of Credit;

     

    (v)  any
      adverse change in the business, operations, properties, assets, condition
      (financial or otherwise) or prospects of Parent or any of its
      Subsidiaries;

     

    (vi)  any
      breach of this Agreement or any other Loan Document by any party
      thereto;

     

    (vii)  any
      other
      circumstance or happening whatsoever, whether or not similar to any of the
      foregoing; or

     

    (viii)  the
      fact
      that an Event of Default or a Potential Event of Default shall have occurred
      and
      be continuing;

     

    provided,
      in each
      case, that payment by the applicable Issuing Lender under the applicable Letter
      of Credit shall not have constituted gross negligence or willful misconduct
      of
      such Issuing Lender under the circumstances in question (as determined by a
      final judgment of a court of competent jurisdiction).

     

    
      	3.5         
               	
              Nature
                of Issuing Lenders’ Duties.

            


    

     

    As
      between Borrower and any Issuing Lender, Borrower assumes all risks of the
      acts
      and omissions of, or misuse of the Letters of Credit issued by such Issuing
      Lender by, the respective beneficiaries of such Letters of Credit. In
      furtherance and not in limitation of the foregoing, such Issuing Lender shall
      not be responsible for: (i) the form, validity, sufficiency, accuracy,
      genuineness or legal effect of any document submitted by any party in connection
      with the application for and issuance of any such Letter of Credit, even if
      it
      should in fact prove to be in any or all respects invalid, insufficient,
      inaccurate, fraudulent or forged; (ii) the validity or sufficiency of
      any
      instrument transferring or assigning or purporting to transfer or assign any
      such Letter of Credit or the rights or benefits thereunder or proceeds thereof,
      in whole or in part, which may prove to be invalid or ineffective for any
      reason; (iii) failure of the beneficiary of any such Letter of Credit
      to
      comply fully with any conditions required in order to draw upon such Letter
      of
      Credit; (iv) errors, omissions, interruptions or delays in transmission
      or
      delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether
      or not they be in cipher; (v) errors in interpretation of technical
      terms;
      (vi) any loss or delay in the transmission or otherwise of any document
      required in order to make a drawing under any such Letter of Credit or of the
      proceeds thereof; (vii) the misapplication by the beneficiary of any
      such
      Letter of Credit of the proceeds of any drawing under such Letter of Credit;
      or
      (viii) any consequences arising from causes beyond the control of such
      Issuing Lender, including any act or omission by a Government Authority, and
      none of the above shall affect or impair, or prevent the vesting of, any of
      such
      Issuing Lender’s rights or powers hereunder.

     

    
      
        
        

      

      
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    In
      furtherance and extension and not in limitation of the specific provisions
      set
      forth in the first paragraph of this subsection 3.5, any action taken
      or
      omitted by any Issuing Lender under or in connection with the Letters of Credit
      issued by it or any documents and certificates delivered thereunder, if taken
      or
      omitted in good faith, shall not put such Issuing Lender under any resulting
      liability to Borrower.

     

    Notwithstanding
      anything to the contrary contained in this subsection 3.5, Borrower
      shall
      retain any and all rights it may have against any Issuing Lender for any
      liability arising solely out of the gross negligence or willful misconduct
      of
      such Issuing Lender, as determined by a final judgment of a court of competent
      jurisdiction.

     

    
      	3.6        
                	
              Lender
                Deposits.

            


    

     

    A. Credit-Linked
      Deposits.
      On the
      First Amendment Effective Date, each Synthetic Letter of Credit Lender shall
      have deposited with Administrative Agent such Synthetic Letter of Credit
      Lender’s Credit-Linked Deposit. The Credit-Linked Deposits have been and shall
      continue to be held by Administrative Agent in (or credited to) one or more
      operating and/or investment accounts of, and established by, Administrative
      Agent under its sole and exclusive control and maintained at the office of
      Administrative Agent located at 11 Madison Avenue, New York, New York 10010
      (or
      such other office as Administrative Agent shall from time to time designate
      to
      the Synthetic Letter of Credit Lenders). Administrative Agent shall use the
      Credit-Linked Deposits (i) to fund the Synthetic Letter of Credit Loans
      on
      behalf of the Synthetic Letter of Credit Lenders pursuant to
      subsection 3.3B(iii) and (ii) to fund the payments on behalf
      of the
      Synthetic Letter of Credit Lenders to be made to the Synthetic Letter of Credit
      Issuing Lenders as (and to the extent) required by subsection 3.3C(i)(c).
      Administrative Agent shall not be required to return any portion of a
      Credit-Linked Deposit to the holder of such Credit-Linked Deposit unless either
      (I) the Synthetic Letter of Credit Commitments have been terminated
      and
      either (A) all Synthetic Letters of Credit have been cancelled and returned
      to the respective Issuing Lender or (B) pursuant to Section 8
      Borrower
      has provided cash collateral in accordance with the Security Agreement for
      the
      maximum amount that may at any time be drawn under all Synthetic Letters of
      Credit then outstanding or (II) the Synthetic Letter of Credit Commitments
      have been reduced and, as a result of such reduction, the amount of such
      Synthetic Letter of Credit Lender’s Credit-Linked Deposit exceeds the greater of
      (A) the amount of such Synthetic Letter of Credit Lender’s Synthetic Letter
      of Credit Commitment and (B) the sum of such Synthetic Letter of Credit
      Lender’s Pro Rata Share of the undrawn portion of all outstanding Synthetic
      Letters of Credit (to the extent of so much of such undrawn portion as has
      not
      been adequately secured by the posting of cash collateral by Borrower in
      accordance with the Security Agreement) and such Synthetic Letter of Credit
      Lender’s Pro Rata Share of all unreimbursed drawings under Synthetic Letters of
      Credit. No Person other than Administrative Agent shall have a right of
      withdrawal from any Credit-Linked Deposit or any other right or power with
      respect to the Credit-Linked Deposits. Notwithstanding anything herein to the
      contrary, the obligation of each Synthetic Letter of Credit Lender to fund
      its
      participation in Synthetic Letters of Credit shall be satisfied in full upon
      the
      funding of its Credit-Linked Deposit (except that such obligation shall be
      restored in the event that Administrative Agent reasonably determines that
      applicable law or the order of any Government Authority prohibits Administrative
      Agent from using a Synthetic Letter of Credit Lender’s Credit-Linked Deposit as
      described above due to the bankruptcy or insolvency of such Synthetic Letter
      of
      Credit Lender or due to any Lien in favor of creditors of such Synthetic Letter
      of Credit Lender).

     

    B. Use
      and Investment of Lender Deposits.
      Each of
      Administrative Agent, each Issuing Lender, each LC Facility Lender and each
      Synthetic Letter of Credit Lender hereby acknowledges and agrees (i) that
      each LC Facility Lender that purchases an LC Facility Certificate of Deposit
      and
      each Synthetic Letter of Credit Lender has funded its Lender Deposit to
      Administrative Agent for application to fund such Lender’s obligation to make LC
      Facility Loans or Synthetic Letter of Credit Loans in the manner contemplated
      by
      subsection 3.3B or to make available an amount equal to its respective
      participation in unreimbursed LC Facility Letters of Credit or Synthetic Letters
      of Credit in the manner contemplated by subsection 3.3C, (ii) that
      Administrative Agent may invest the funds on deposit in the Lender Deposits
      in
      such investments as may be determined from time to time by Administrative Agent
      in its discretion and (iii) that Administrative Agent shall pay to each
      holder of a Credit-Linked Deposit a return on such Credit-Linked Deposit (except
      as otherwise provided in subsection 3.3C(ii)(b)(2) or subsection 3.6E)
      equal to the excess of the Adjusted LIBOR Rate for a 3-month interest period
      (or
      a shorter period, as necessary to avoid any interest period extending beyond
      the
      stated expiration date of the Synthetic Letter of Credit relating to such
      Credit-Linked Deposit) over the Interest Rate Differential, in arrears on the
      last day of the interest period applicable to such Credit-Linked Deposit (or,
      if
      earlier, the date on which an amount on deposit in such Credit-Linked Deposit
      is
      either (x) used to fund a payment under subsection 3.3B(iii)
      or
      3.3C(i)(c), or (y) returned to the holder of such Credit-Linked
      Deposit).

     

    C. Ownership
      of Lender Deposits.
      Borrower
      shall have no right, title or interest in or to the Lender Deposits, it being
      acknowledged and agreed by the parties hereto that the funding of the Lender
      Deposits by the LC Facility Lenders and the Synthetic Letter of Credit Lenders
      and the application of the Lender Deposits in the manner contemplated by
      subsections 3.3B and 3.3C constitute agreements among Administrative
      Agent,
      each Issuing Lender, each LC Facility Lender and each Synthetic Letter of Credit
      Lender with respect to the participations in the LC Facility Letters of Credit
      and the Synthetic Letters of Credit and do not constitute any loan or extension
      of credit to Borrower directly by the LC Facility Lenders or Synthetic Letter
      of
      Credit Lenders.

     

    
      
        
        

      

      
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    D. Compensation
      for Breakage and Other Costs.
      In the
      event that (i) a drawing is made under an LC Facility Letter of Credit
      or
      Synthetic Letter of Credit, (ii) an LC Facility Letter of Credit is
      cancelled or (iii) the face amount of an LC Facility Letter of Credit
      is
      reduced, in each case on a date other than the last day of an interest period
      or
      period of investment with respect to the Lender Deposits relating to such Letter
      of Credit, Borrower shall compensate Administrative Agent, upon written request
      by Administrative Agent pursuant to subsection 2.8, for all reasonable
      losses, expenses and liabilities (including any interest paid by Administrative
      Agent to lenders of funds borrowed by it to make or carry any payments to an
      Issuing Lender while any investments with respect to a Lender Deposit were
      being
      liquidated) that Administrative Agent may sustain as a result of such event.
      Without limiting the foregoing, if any Lender Deposits previously withdrawn
      as
      provided herein shall be subsequently reimbursed by Borrower or any other Loan
      Party other than on the last day of a period of investment with respect to
      the
      Lender Deposits, Administrative Agent shall invest the amount so reimbursed
      in
      overnight or short-term cash equivalent investments until the end of such period
      of investment and Borrower shall pay to Administrative Agent, upon
      Administrative Agent’s request therefor, the amount, if any, by which the
      interest accrued on a like amount of the Lender Deposits at the Adjusted LIBOR
      Rate for such period of investment shall exceed the interest earned through
      the
      investment of the amount so reimbursed for the period from the date of such
      reimbursement through the end of such period of investment, as determined by
      Administrative Agent (such determination to be conclusive absent manifest error)
      and set forth in the request for payment delivered to Borrower. If Borrower
      shall fail to pay an amount due under the preceding sentence, the interest
      payable by Administrative Agent to the applicable Lenders on their Lender
      Deposits under subsection 3.6B shall be correspondingly reduced and each such
      Lender shall without further act succeed, ratably in accordance with its Pro
      Rata Share, to the rights of Administrative Agent with respect to such amount.
      In addition, Borrower shall pay to Administrative Agent from time to time upon
      demand Administrative Agent’s actual and reasonable administrative costs for
      investing the Lender Deposits. Without limiting the obligations of the Lenders
      under subsection 9.4 of this Agreement, and without limiting the
      obligations of Borrower under this paragraph, all amounts payable by Borrower
      under this paragraph shall be indemnified by the holders of the affected Lender
      Deposits in proportion to the amount of their respective affected Lender
      Deposits to the extent not paid by Borrower.

     

    E. Change
      in Circumstances.
      If
      Administrative Agent is not offering Dollar deposits (in the applicable amounts)
      in the London interbank market, or if Administrative Agent determines that
      adequate and fair means do not exist for ascertaining the Adjusted LIBOR Rate
      for the Credit-Linked Deposits (or any part of any thereof), then the
      Credit-Linked Deposits (or such parts, as applicable) shall be invested so
      as to
      earn a return equal to the greater of the Federal Funds Effective Rate and
      a
      rate determined by Administrative Agent in accordance with banking industry
      rules on interbank compensation.

     

    Section
      4.        CONDITIONS
      TO LOANS AND
      LETTERS OF CREDIT

     

    The
      obligations of Lenders to make Loans and the issuance of Letters of Credit
      hereunder are subject to the satisfaction of the following
      conditions.

     

    
      
        
        

      

      
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      	4.1        
                	
              Conditions
                to Initial Loans.

            


    

     

    The
      obligations of Lenders to make the Supplemental Term B Loans, the
      Supplemental Canadian Dollar Term B Loans and any Revolving Loans to be made
      on
      the Restatement Date are, in addition to the conditions precedent specified
      in
      subsection 4.2, subject to prior or concurrent satisfaction of the
      following conditions:

     

    A.  Loan
      Party Documents.
      On or
      before the Restatement Date, Borrower shall, and shall cause each other Loan
      Party to, deliver to Lenders (or to Administrative Agent with sufficient
      originally executed copies, where appropriate, for each Lender) the following
      with respect to Borrower or such Loan Party, as the case may be, each, unless
      otherwise noted, dated the Restatement Date:

     

    (i)  A
      certificate, dated the Restatement Date and signed by the Secretary or an
      Assistant Secretary of Parent and Borrower, certifying that (A) except as set
      forth on any schedule attached thereto, the Organizational Documents of Parent,
      Borrower and each other Loan Party previously delivered on the Closing Date
      (or
      such later date on which such Person became a Loan Party) have not been amended
      since the date of such delivery, (B) attached thereto are resolutions duly
      adopted by the Governing Body of Parent, Borrower and each other Loan Party
      approving and authorizing the execution, delivery and performance of the
      Amendment Agreement (including Exhibit A
      thereto
      in the form of this Agreement) and the other Loan Documents to which such Person
      is a party, as applicable, and, in the case of Borrower, the borrowings
      hereunder, and that such resolutions have not been modified, rescinded or
      amended and are in full force and effect, (C) attached thereto is a certificate
      as to the good standing of Parent, Borrower and each other Loan Party, each
      dated as of a recent date prior to the Restatement Date from the Secretary
      of
      State (or equivalent Government Authority) of the state of its organization,
      and
      (D) as to the incumbency and specimen signature of each officer executing the
      Amendment Agreement and any other Loan Document or any other document delivered
      in connection therewith on behalf of such Loan Party;

     

    (ii)  A
      certificate of another officer as to the incumbency and specimen signature
      of
      the Secretary or Assistant Secretary executing the certificate pursuant to
      clause (i) above; and

     

    (iii)  Executed
      originals of the Loan Documents being entered into on the Restatement Date
      to
      which such Person is a party; and

     

    (iv)  Such
      other documents as Administrative Agent or Co-Arrangers may reasonably
      request.

     

    B.  Fees.
      Borrower
      shall have paid to Administrative Agent, for distribution (as appropriate)
      to
      Administrative Agent and Lenders, all fees and other amounts due and payable
      on
      or prior to the Restatement Date, including, to the extent invoiced,
      reimbursement or payment of all out-of-pocket expenses required to reimbursed
      or
      paid by Borrower hereunder or under any other Loan Document.

     

    
      
        
        

      

      
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    C.  Corporate
      and Capital Structure; Ownership.

     

    (i)  Corporate
      Structure.
      The
      corporate organizational structure of Holdings and its Subsidiaries, after
      giving effect to the Aluma Acquisition, shall be as set forth on Schedule 4.1C
      annexed
      hereto.

     

    (ii)  Capital
      Structure and Ownership.
      The
      capital structure and ownership of Holdings and its Subsidiaries, after giving
      effect to the Aluma Acquisition, shall be as set forth on Schedule 4.1C
      annexed
      hereto.

     

    D.  Representations
      and Warranties; No Default; Performance of Agreements.
      Borrower
      shall have delivered to Administrative Agent an Officer’s Certificate, in form
      and substance satisfactory to Administrative Agent, confirming compliance with
      the conditions precedent set forth in subsections 4.2B(i), (ii) and
      (iii).

     

    E.  Financial
      Statements.
      On or
      before the Restatement Date, Administrative Agent shall have received from
      Borrower (i) audited financial statements of Parent and its Subsidiaries
      for the fiscal year ended December 31, 2004, including balance sheets and income
      and cash flow statements, audited by Ernst & Young LLP and prepared in
      conformity with GAAP, together with such accountants’ report thereon and (ii)
      unaudited interim financial statements of Parent and its Subsidiaries for each
      subsequent fiscal quarter ended at least 45 days before the Restatement
      Date.

     

    F.  Opinions
      of Counsel to Loan Parties.
      Administrative Agent shall have received, on behalf of itself and Lenders,
      originally executed copies of a written opinion of (i) Mayer, Brown, Rowe
& Maw LLP, counsel for the Loan Parties and (ii) each local counsel set
      forth on Schedule
      4.1F
      annexed
      hereto, in each case (a) in form and substance reasonably satisfactory to
      Administrative Agent and its counsel, (b) addressed to Administrative Agent,
      Lenders and Issuing Lenders, (c) dated as of the Restatement Date and (d)
      covering such matters as Administrative Agent acting on behalf of Lenders and
      Issuing Lenders may reasonably request (this Credit Agreement constituting
      a
      written request by Borrower to such counsel to deliver such opinions to
      Administrative Agent).

     

    G.  Amendment
      Agreement. The
      Amendment
      Agreement shall have become effective in accordance with its terms.

     

    H.  Solvency
      Assurances.
      On the
      Restatement Date, Administrative Agent and Lenders shall have received a
      Financial Condition Certificate dated the Restatement Date and signed by the
      chief financial officer of Borrower, substantially in the form of Exhibit XI
      annexed
      hereto and with appropriate attachments, in each case demonstrating that, after
      giving effect to the consummation of the transactions contemplated by the Loan
      Documents, each of Parent, Borrower and each Subsidiary Guarantor will be
      Solvent.

     

    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    

    I.  Necessary
      Governmental Authorizations and Consents; Expiration of Waiting Periods,
      Etc.
      Borrower
      shall have obtained all material Governmental Authorizations and all consents
      of
      other Persons, in each case that are necessary or advisable in connection with
      the transactions contemplated by the Loan Documents and the continued operation
      of the business conducted by Parent and its Subsidiaries in substantially the
      same manner as conducted prior to the Restatement Date. Each such Governmental
      Authorization and consent shall be in full force and effect, except in a case
      where the failure to obtain or maintain a Governmental Authorization or consent,
      either individually or in the aggregate, could not reasonably be expected to
      result in a Material Adverse Effect. All applicable waiting periods shall have
      expired without any action being taken or threatened by any competent authority
      that would restrain, prevent or otherwise impose material adverse conditions
      on
      the transactions contemplated by the Loan Documents or the financing thereof.
      No
      action, request for stay, petition for review or rehearing, reconsideration,
      or
      appeal with respect to any of the foregoing shall be pending, and the time
      for
      any applicable Government Authority to take action to set aside its consent
      on
      its own motion shall have expired.

     

    J.  Security
      Interests; Collateral Documents.
      The
      Collateral Documents shall be in full force and effect on the Restatement Date,
      and each document (including Uniform Commercial Code financing statements and
      modifications to the Mortgages referred to in subsection 5.16B (and,
      to the
      extent reasonably requested by Administrative Agent, opinions of local counsel
      relating to such Mortgage modifications in form and substance reasonably
      satisfactory to Administrative Agent and title insurance policies or, to the
      extent available, bring down endorsements to the existing title insurance
      policies previously issued to Administrative Agent, in each case dated as of
      the
      Restatement Date, insuring the Lien of each Mortgage as a First Priority Lien,
      together with such endorsements as Administrative Agent shall reasonably
      request)) required by law or reasonably requested by Administrative Agent to
      be
      filed, registered or recorded in order to create or continue in favor of
      Administrative Agent, for the benefit of Lenders, a valid, legal and, if
      applicable, upon such filing and recording perfected First Priority security
      interest in the entire personal and mixed property Collateral shall have been
      delivered to Administrative Agent. The Pledged Collateral shall be duly and
      validly pledged under the Collateral Documents to Administrative Agent, for
      the
      benefit of Lenders, and certificates representing such Pledged Collateral,
      accompanied by instruments of transfer and stock powers endorsed in blank,
      shall
      have been delivered to Administrative Agent.

     

    K.  Existing
      Indebtedness to Remain Outstanding. Administrative
      Agent shall have received an Officer’s Certificate of Borrower stating that,
      after giving effect to the transactions contemplated by this Agreement (i)
      the
      Loan Parties shall not have outstanding any Indebtedness other than Indebtedness
      under the Loan Documents, the Senior Subordinated Note Indenture and the Parent
      Junior Subordinated Note Indenture and other Indebtedness permitted pursuant
      to
      subsection 7.1 and (ii) the Loan Parties shall not have outstanding any
      preferred equity interests other than the Sponsor Preferred Stock.

     

    L.  Related
      Agreements; Consummation of the Aluma Acquisition. Administrative
      Agent shall have received a fully executed or conformed copy of the Aluma Asset
      Purchase Agreement and each other Related Agreement (to the extent not
      previously delivered to Administrative Agent under the Existing Credit Agreement
      and excluding any indenture governing any Permitted Additional Subordinated
      Financing) and any documents executed in connection therewith, and the Aluma
      Asset Purchase Agreement and each such other Related Agreement shall be in
      full
      force and effect, in compliance in all material respects with applicable laws
      and regulations, and no provision thereof shall have been amended, supplemented,
      waived or otherwise modified in any manner that could materially adversely
      affect the interests of Lenders, in each case without the prior written consent
      of Co-Arrangers. The Aluma Acquisition shall have been, or substantially
      simultaneously with the making of the Supplemental Term B Loans and
      the
      Supplemental Canadian Dollar Term B Loans on the Restatement Date shall be,
      consummated in accordance with the Aluma Asset Purchase Agreement and applicable
      law, without giving effect to any waiver of any material terms or conditions
      of
      the Aluma Asset Purchase Agreement not effected in accordance with the preceding
      sentence.

     

    
      
        
        

      

      
        -93-

        
          

        

      

      
        
        

      

    

    M.  Equity
      Contribution.
      Borrower
      shall have received gross cash proceeds of not less than $30,000,000 from the
      Equity Contribution.

     

    N.  PATRIOT
      ACT. The
      Lenders shall have received to the extent requested, all documentation and
      other
      information required by regulatory authorities under applicable "know your
      customer" and anti-money laundering rules and regulations, including the USA
      PATRIOT Act.

     

    
      	4.2         
               	
              Conditions
                to All Loans.

            


    

     

    The
      obligations of Lenders to make Loans on each Funding Date are subject to the
      following further conditions precedent:

     

    A.  Administrative
      Agent shall have received before that Funding Date, in accordance with the
      provisions of subsection 2.1B, an originally executed Notice of Borrowing,
      in each case signed by a duly authorized Officer of Borrower.

     

    B.  As
      of that Funding Date:

     

    (i)  The
      representations and warranties contained herein and in the other Loan Documents
      shall be true, correct and complete in all material respects on and as of that
      Funding Date to the same extent as though made on and as of that date, except
      to
      the extent such representations and warranties specifically relate to an earlier
      date, in which case such representations and warranties shall have been true,
      correct and complete in all material respects on and as of such earlier date;
      provided
      that
      where a representation and warranty is already qualified as to materiality,
      the
      materiality qualifier in this clause shall be disregarded for purposes of this
      condition; 

     

    (ii)  No
      event
      shall have occurred and be continuing or would result from the consummation
      of
      the borrowing contemplated by such Notice of Borrowing that would constitute
      an
      Event of Default or a Potential Event of Default;

     

    (iii)  Each
      Loan
      Party shall have performed in all material respects all agreements and satisfied
      all conditions which this Agreement provides shall be performed or satisfied
      by
      it on or before that Funding Date; and

     

    (iv)  No
      order,
      judgment or decree of any arbitrator or Government Authority shall purport
      to
      enjoin or restrain any Lender from making the Loans to be made by it on that
      Funding Date.

     

    
      
        
        

      

      
        -94-

        
          

        

      

      
        
        

      

    

     

    
      	4.3         
               	
              Conditions
                to Letters of Credit.

            


    

     

    The
      issuance of any Letter of Credit hereunder (whether or not the applicable
      Issuing Lender is obligated to issue such Letter of Credit) is subject to the
      following conditions precedent: 

     

    A.  On
      or
      before the date of issuance of such Letter of Credit, Administrative Agent
      shall
      have received, in accordance with the provisions of subsection 3.1B(i),
      an
      originally executed Request for Issuance (or a facsimile copy thereof) in each
      case signed by a duly authorized Officer of Borrower, together with all other
      information specified in subsection 3.1B(i) and such other documents
      or
      information as the applicable Issuing Lender may reasonably require in
      connection with the issuance of such Letter of Credit. 

     

    B.  On
      the
      date of issuance of such Letter of Credit, all conditions precedent described
      in
      subsection 4.2B shall be satisfied to the same extent as if the issuance
      of
      such Letter of Credit were the making of a Loan and the date of issuance of
      such
      Letter of Credit were a Funding Date.

     

    Section
      5.            BORROWER'S
      REPRESENTATIONS AND WARRANTIES

     

    In
      order
      to induce Lenders to enter into this Agreement and to make the Loans, to induce
      Issuing Lenders to issue Letters of Credit and to induce Revolving Lenders
      or LC
      Facility Lenders or Synthetic Letter of Credit Lenders, as the case may be,
      to
      purchase participations therein, Borrower represents and warrants to each
      Lender:

     

    
      	5.1        
                	
              Organization,
                Powers, Qualification, Good Standing, Business and
                Subsidiaries.

            


    

     

    A.  Organization
      and Powers.
      Each
      Loan Party is a corporation, partnership, trust or limited liability company
      duly organized and in good standing under the laws of its jurisdiction of
      organization as specified in Schedule 5.1
      annexed
      hereto. Each Loan Party has all requisite power and authority to own and operate
      its properties, to carry on its business as now conducted and as proposed to
      be
      conducted (except, in each case, where a lack of such corporate power and
      authority could not be expected to have, individually or in the aggregate,
      a
      Material Adverse Effect), to enter into the Loan Documents to which it is a
      party and to carry out the transactions contemplated thereby.

     

    B.  Qualification
      and Good Standing.
      Each
      Loan Party is qualified to do business and is in good standing to the extent
      required under the laws of its jurisdiction of incorporation and is duly
      qualified to do business and is in good standing as a foreign corporation to
      the
      extent required under the laws of each jurisdiction where the nature of its
      business and operations requires such qualification, except in jurisdictions
      where the failure to be so qualified or in good standing has not had and could
      not reasonably be expected to result in a Material Adverse Effect.

     

    C.  Conduct
      of Business. Parent
      and its Subsidiaries are engaged only in the businesses permitted to be engaged
      in pursuant to subsection 7.11.

     

    D.  Subsidiaries.
      All of
      the Subsidiaries of Holdings and their jurisdictions of organization as of
      the
      Restatement Date are identified in Schedule 5.1
      annexed
      hereto, as said Schedule 5.1
      may be
      supplemented from time to time pursuant to the provisions of
      subsection 6.1(xv). The Capital Stock of each of the Subsidiaries of
      Holdings identified in Schedule 5.1
      annexed
      hereto (as so supplemented) is a corporation, partnership, trust or limited
      liability company duly authorized, validly issued, fully paid and nonassessable
      and none of such Capital Stock constitutes Margin Stock. Each of the
      Subsidiaries of Holdings identified in Schedule 5.1
      annexed
      hereto (as so supplemented) is duly organized, validly existing and in good
      standing under the laws of its respective jurisdiction of organization set
      forth
      therein, has all requisite power and authority to own and operate its properties
      and to carry on its business as now conducted and as proposed to be conducted,
      and is qualified to do business and in good standing in every jurisdiction
      where
      it is necessary to carry out its business and operations, in each case except
      where failure to be so qualified or in good standing or a lack of such power
      and
      authority has not had and could not reasonably be expected to result in a
      Material Adverse Effect. Schedule 5.1
      annexed
      hereto (as so supplemented) correctly sets forth as of the Restatement Date
      the
      identity of all Material Subsidiaries and the ownership interest of Holdings
      and
      each of its Subsidiaries in each of the Subsidiaries of Holdings identified
      therein. 

     

    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    

     

     

    
      	5.2         
               	
              Authorization
                of Borrowing, etc.

            


    

     

    A.  Authorization.
      The
      Transactions have been duly authorized by all necessary action on the part
      of
      each Loan Party that is a party to any Loan Document or other agreement or
      instrument relating to the Transactions.

     

    B.  No
      Conflict.
      The
      consummation of the Transactions will not (i) violate any provision
      of any
      law or any governmental rule or regulation applicable to Parent or any of its
      Subsidiaries, the Organizational Documents of Parent or any of its Subsidiaries
      or any order, judgment or decree of any court or other Government Authority
      binding on Parent or any of its Subsidiaries, (ii) conflict with, result
      in
      a breach of or constitute (with due notice or lapse of time or both) a default
      under any Contractual Obligation of Parent or any of its Subsidiaries,
      (iii) result in or require the creation or imposition of any Lien upon
      any
      of the properties or assets of Parent or any of its Subsidiaries (other than
      any
      Liens created under any of the Loan Documents in favor of Administrative Agent
      on behalf of Lenders or as otherwise permitted under this Agreement), or
      (iv) require any approval of stockholders or any approval or consent
      of any
      Person under any Contractual Obligation of Parent or any of its Subsidiaries,
      except for such approvals or consents which will be obtained on or before the
      Restatement Date and except, in each case, to the extent such violation,
      conflict, breach or
      failure to obtain such approval or consent could not reasonably be expected
      to
      result in a Material Adverse Effect.

     

    C.  Governmental
      Consents.
      The
      Transactions do not and will not require any Governmental Authorization, except
      as has been duly obtained and is in full force and effect unless the failure
      to
      obtain such Governmental Authorization could not reasonably be expected to
      have
      a Material Adverse Effect.

     

    D.  Binding
      Obligation.
      The
      Amendment Agreement and each of the other Loan Documents has been duly executed
      and delivered by each Loan Party that is a party thereto and is the legally
      valid and binding obligation of such Loan Party, enforceable against such Loan
      Party in accordance with its respective terms, except as may be limited by
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      similar laws relating to or limiting creditors’ rights generally or by equitable
      principles (whether considered in a proceeding in equity or at law) relating
      to
      enforceability.

     

    
      	5.3         
               	
              Financial
                Condition.

            


    

     

    Borrower
      has heretofore delivered to Lenders, at Lenders’ request, (i) the audited
      consolidated balance sheet of Parent and its Subsidiaries as at December 31,
      2004 and the related consolidated statements of operations, stockholders’ equity
      and cash flows of Parent and its Subsidiaries for the Fiscal Year then ended
      and
      (ii) the unaudited consolidated balance sheets of Borrower and its
      Subsidiaries as at March 31, 2005 and the related unaudited consolidated
      statements of operations and cash flows of Parent and its Subsidiaries for
      the
      period then ended. All such statements were prepared in conformity with GAAP
      and
      fairly present, in all material respects, the financial position (on a
      consolidated basis) of the entities described in such financial statements
      as at
      the respective dates thereof and the results of operations and cash flows (on
      a
      consolidated basis) of the entities described therein for each of the periods
      then ended, subject, in the case of any such unaudited financial statements,
      to
      changes resulting from audit and normal year-end adjustments. Neither Parent
      nor
      any of its Subsidiaries has any Contingent Obligation, contingent liability
      or
      liability for taxes, long-term lease or unusual forward or long-term commitment
      that is not reflected in the foregoing financial statements or the notes thereto
      or that is otherwise contemplated or permitted under this Agreement and, as
      of
      any Funding Date subsequent to the Restatement Date, is not reflected in the
      most recent financial statements delivered to Lenders pursuant to subsection
      6.1
      or the notes thereto and that, in any such case, is material in relation to
      the
      business, operations, properties, assets, condition (financial or otherwise)
      or
      prospects of Parent or any of its Subsidiaries taken as a whole.

     

    
      
        
        

      

      
        -96-

        
          

        

      

      
        
        

      

    

     

     

    
      	5.4         
               	
              No
                Material Adverse Change; No Restricted Junior
                Payments.

            


    

     

    Since
      December 31, 2004, no event or change has occurred that has resulted in or
      evidences, either in any case or in the aggregate, a Material Adverse Effect.
      Neither Parent nor any of its Subsidiaries has directly or indirectly declared,
      ordered, paid or made, or set apart any sum or property for, any Restricted
      Junior Payment or agreed to do so except as permitted by
      subsection 7.5.

     

    
      	5.5         
               	
              Title
                to Properties; Liens; Real Property; Intellectual
                Property.

            


    

     

    A.  Title
      to Properties; Liens.
      Except
      to the extent that the failure to do so could not reasonably be expected to
      have
      a Material Adverse Effect, Parent and its Subsidiaries have (i) good,
      sufficient and legal title to (in the case of fee interests in real property),
      (ii) valid leasehold interests in (in the case of leasehold interests
      in
      real or personal property), or (iii) good title to (in the case of all
      other personal property), all of their respective properties and assets
      reflected in the financial statements referred to in subsection 5.3
      or in
      the most recent financial statements delivered pursuant to subsection 6.1,
      in each case except for assets disposed of since the date of such financial
      statements in the ordinary course of business or as otherwise permitted under
      subsection 7.7. Except as permitted by this Agreement or any other Loan
      Document, all such properties and assets are free and clear of
      Liens.

     

    B.  Real
      Property.
      As of
      the Restatement Date, Schedule 5.5B
      annexed
      hereto contains a true, accurate and complete list of (i) all fee interests
      in any Real Property Assets and (ii) all leases, subleases or assignments
      of leases (together with all amendments, modifications, supplements, renewals
      or
      extensions of any thereof) affecting each Real Property Asset, regardless of
      whether a Loan Party is the landlord or tenant (whether directly or as an
      assignee or successor in interest) under such lease, sublease or assignment.
      Except as specified in Schedule 5.5B
      annexed
      hereto, each agreement listed in clause (ii) of the immediately preceding
      sentence is in full force and effect and Borrower does not have knowledge of
      any
      default that has occurred and is continuing thereunder, and each such agreement
      constitutes the legally valid and binding obligation of each applicable Loan
      Party, enforceable against such Loan Party in accordance with its terms, except
      as enforcement may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws relating to or limiting creditors’ rights generally
      or by equitable principles.

     

    C.  Intellectual
      Property.
      As of
      the Restatement Date, Parent and its Subsidiaries own or have the right to
      use,
      all Intellectual Property used in the conduct of their business, except where
      the failure to own or have such right to use, individually or in the aggregate,
      could not reasonably be expected to result in a Material Adverse Effect. Each
      of
      Parent and its Subsidiaries has taken all reasonable steps to protect its
      Intellectual Property and maintain all registrations and pending applications
      thereto. Other than as set forth on Schedule
      5.6,
      no
      claim has been asserted and is pending by any Person challenging or questioning
      the use of any such Intellectual Property or the validity or effectiveness
      of
      any such Intellectual Property, except for such claims that in the aggregate
      could not reasonably be expected to result in a Material Adverse Effect. The
      use
      of such Intellectual Property by Parent and its Subsidiaries and the anticipated
      use does not violate any license or infringe on the rights of any Person, except
      for such claims and infringements that, in the aggregate, could not reasonably
      be expected to result in a Material Adverse Effect. All federal and state and
      all foreign registrations of and applications for Intellectual Property, and
      material unregistered Intellectual Property, that are owned or licensed by
      Borrower or any of its Subsidiaries on the Restatement Date are described on
      Schedule 5.5C
      annexed
      hereto.

     

    
      
        
        

      

      
        -97-

        
          

        

      

      
        
        

      

    

     

     

    
      	5.6         
               	
              Litigation;
                Adverse Facts.

            


    

     

    Other
      than as set forth on Schedule
      5.6,
      there
      are no Proceedings (whether or not purportedly on behalf of Parent or any of
      its
      Subsidiaries) at law or in equity, or before or by any court or other Government
      Authority (including any Environmental Claims) that are pending or, to the
      knowledge of Parent, threatened against or affecting Parent or any of its
      Subsidiaries or any property of Parent or any of its Subsidiaries and that,
      individually or in the aggregate, could reasonably be expected to result in
      a
      Material Adverse Effect. Neither Parent nor any of its Subsidiaries (i) is
      in violation of any applicable laws (including Environmental Laws) that,
      individually or in the aggregate, could reasonably be expected to result in
      a
      Material Adverse Effect, or (ii) is subject to or in default with respect
      to any final judgments, writs, injunctions, decrees, rules or regulations of
      any
      court or other Government Authority that, individually or in the aggregate,
      could reasonably be expected to result in a Material Adverse
      Effect.

     

    
      	5.7         
               	
              Payment
                of Taxes.

            


    

     

    Except
      to
      the extent permitted by subsection 6.3, all Tax returns and reports
      of the
      Loan Parties required to be filed by any of them have been timely filed, and
      all
      Taxes shown on such tax returns to be due and payable and all Taxes,
      assessments, fees and other governmental charges upon the Loan Parties and
      upon
      their respective properties, assets, income, businesses and franchises that
      are
      due and payable have been paid when due except for any such Tax, assessment,
      fee
      or charge that is being actively contested by such Loan Party in good faith
      and
      by appropriate proceedings; provided
      that
      such reserves or other appropriate provisions, if any, as shall be required
      in
      accordance with GAAP shall have been made or provided therefor. Except as set
      forth on Schedule 5.7,
      none of
      Parent or any of its Subsidiaries has received written notice from any taxing
      authority of any assessment (or proposed assessment) against any of the Loan
      Parties that is not being actively contested by such Loan Party in good faith
      and by appropriate proceedings; provided
      that
      such reserves or other appropriate provisions, if any, as shall be required
      in
      accordance with GAAP shall have been made or provided therefor.

     

    
      	5.8         
               	
              Performance
                of Agreements; Material Contracts.

            


    

     

    A.  No
      Loan
      Party is in default in the performance, observance or fulfillment of any of
      the
      obligations, covenants or conditions contained in any of its Contractual
      Obligations, and no condition exists that, with the giving of notice or the
      lapse of time or both, would constitute such a default, except where (i) such
      default or defaults are being contested in good faith by appropriate proceedings
      or (ii) the consequences, direct or indirect, of such default or defaults,
      if
      any, could not reasonably be expected to result in a Material Adverse
      Effect.

     

    B.  Schedule 5.8
      contains
      a true, correct and complete list of all the Material Contracts in effect on
      the
      Restatement Date. Except as described on Schedule 5.8,
      all
      such Material Contracts are in full force and effect and no material defaults
      currently exist thereunder.

     

    
      	5.9        
                	
              Governmental
                Regulation.

            


    

     

    No
      Loan
      Party is subject to regulation under the Public Utility Holding Company Act
      of
      1935, the Federal Power Act, the Interstate Commerce Act or the Investment
      Company Act of 1940 or under any other federal or state statute or regulation
      which may limit its ability to incur Indebtedness or which may otherwise render
      all or any portion of the Obligations unenforceable. 

     

    
      
        
        

      

      
        -98-

        
          

        

      

      
        
        

      

    

     

     

    
      	5.10        
                	
              Securities
                Activities.

            


    

     

    A.  No
      Loan
      Party is engaged principally, or as one of its important activities, in the
      business of extending credit for the purpose of purchasing or carrying any
      Margin Stock.

     

    B.  Following
      application of the proceeds of each Loan, not more than 25% of the value of
      the
      assets (either of Borrower only or of the Loan Parties on a consolidated basis)
      subject to the provisions of subsection 7.2 or 7.7 or subject to any
      restriction contained in any agreement or instrument, between Borrower and
      any
      Lender or any Affiliate of any Lender, relating to Indebtedness and within
      the
      scope of subsection 8.2, will be Margin Stock.

     

    
      	5.11         
               	
              Employee
                Benefit Plans.

            


    

     

    A.  Each
      of
      the Loan Parties and each of their respective ERISA Affiliates are in compliance
      in all material respects with all applicable provisions and requirements of
      ERISA and the regulations and published interpretations thereunder with respect
      to each Employee Benefit Plan, and have performed all their obligations under
      each Employee Benefit Plan. Each Employee Benefit Plan that is intended to
      qualify under Section 401(a) of the Internal Revenue Code has received
      a
      favorable determination letter from the Internal Revenue Service that it is
      so
      qualified and since the date of each most recent letter, there has been no
      event, condition or circumstance that has adversely affected or is likely to
      adversely affect such qualified status.

     

    B.  No
      ERISA
      Event has occurred or is reasonably expected to occur.

     

    C.  Except
      to
      the extent required under Section 4980B of the Internal Revenue Code
      or
      other applicable law or except as set forth in Schedule 5.11
      annexed
      hereto, no Employee Benefit Plan provides health or welfare benefits (through
      the purchase of insurance or otherwise) for any retired or former employee
      of
      any Loan Party or any of their respective ERISA Affiliates.

     

    D.  As
      of the
      most recent valuation date for any Pension Plan, and excluding for purposes
      of
      such computation all Pension Plans which have no unfunded benefit liabilities
      (as defined in Section 4001(a)(18) of ERISA), the sum of:

     

    (i) the
      unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA)
      individually or in the aggregate for all Pension Plans to which any Loan Party
      has ever contributed; and 

    


    (ii) the
      potential liability that the Loan Party could reasonably be expected to incur
      as
      the result of the unfunded benefit liabilities (as defined in Section
      4001(a)(18) of ERISA), individually or in the aggregate, for all Pension Plans
      to which no Loan Party has ever contributed (assuming amortization of such
      unfunded benefit liabilities over ten years);

    


    does
      not
      exceed $2,000,000.

     

    E.  As
      of the
      most recent valuation date for each Multiemployer Plan for which the actuarial
      report is available, the potential liability of the Loan Parties and their
      respective ERISA Affiliates for a complete withdrawal from such Multiemployer
      Plan (within the meaning of Section 4203 of ERISA), when aggregated
      with
      such potential liability for a complete withdrawal from all Multiemployer Plans,
      based on information available pursuant to Section 4221(e) of ERISA,
      does
      not exceed $2,000,000. 

     

    
      
        
        

      

      
        -99-

        
          

        

      

      
        
        

      

    

     

     

    
      	5.12       
                	
              Certain
                Fees.

            


    

     

    No
      broker’s or finder’s fee or commission will be payable with respect to this
      Agreement or any of the transactions contemplated hereby and Borrower hereby
      indemnifies Lenders against, and agrees that it will hold Lenders harmless
      from,
      any claim, demand or liability for any such broker’s or finder’s fees alleged to
      have been incurred in connection herewith or therewith and any expenses
      (including reasonable fees, expenses and disbursements of counsel) arising
      in
      connection with any such claim, demand or liability.

     

    
      	5.13       
                	
              Environmental
                Protection.

            


    

     

    Except
      as
      set forth in Schedule 5.13
      annexed
      hereto:

     

    (i)  none
      of
      the Loan Parties nor any of their respective current Facilities or operations
      nor, to Borrower’s knowledge, any of the Loan Parties’ respective former
      Facilities or operations, are subject to any outstanding written order, consent
      decree or settlement agreement with any Person relating to (a) any
      Environmental Law, (b) any Environmental Claim, or (c) any Hazardous
      Materials Activity that, in each case, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect;

     

    (ii)  none
      of
      the Loan Parties has received any letter or request for information
      under
      Section 104 of the Comprehensive Environmental Response, Compensation,
      and
      Liability Act (42 U.S.C. § 9604) or any comparable state law;

     

    (iii)  there
      are
      and, to Borrower’s knowledge, have been no conditions, occurrences, or Hazardous
      Materials Activities that could reasonably be expected to form the basis of
      an
      Environmental Claim against Parent or any of its Subsidiaries that, individually
      or in the aggregate, could reasonably be expected to result in a Material
      Adverse Effect;

     

    (iv)  none
      of
      the Loan Parties nor, to Borrower’s knowledge, any predecessor of any of the
      Loan Parties has filed any notice under any Environmental Law indicating past
      or
      present treatment of Hazardous Materials at any Facility, and none of the Loan
      Parties’ operations involves the generation, transportation, treatment, storage
      or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270
      or
      any state equivalent; 

     

    (v)  compliance
      with all current or reasonably foreseeable future requirements pursuant to
      or
      under Environmental Laws would not, individually or in the aggregate, be
      reasonably expected to result in a Material Adverse Effect.

     

    
      	5.14        
                	
              Employee
                Matters.

            


    

     

    There
      is
      no strike or work stoppage in existence or threatened involving any of the
      Loan
      Parties that could reasonably be expected to result in a Material Adverse
      Effect.

     

    
      
        
        

      

      
        -100-

        
          

        

      

      
        
        

      

    

     

     

    
      	5.15         
               	
              Solvency.

            


    

     

    Each
      Loan
      Party is and, upon the incurrence of any Obligations by such Loan Party on
      any
      date on which this representation is made, will be, Solvent.

     

    
      	5.16        
                	
              Matters
                Relating to Collateral.

            


    

     

    A.  Collateral
      Documents; Liens.

     

    (i)  The
      Collateral Documents are effective to create in favor of Administrative Agent
      for the benefit of the Lenders, a legal, valid and enforceable security interest
      in the Collateral and the proceeds thereof and (a) with respect to all
      Pledged Collateral previously delivered to and in possession of Administrative
      Agent, the Liens created under the Collateral Documents constitute, or in the
      case of Pledged Collateral to be delivered to Administrative Agent on or after
      the Restatement Date, the Liens created under the Collateral Documents will
      constitute, fully perfected First Priority Liens on, and security interests
      in,
      all right, title and interest of the Loan Parties in such Pledged Collateral,
      and (b) together with the financing statements previously filed, the Liens
      created under the Collateral Documents constitute fully perfected First Priority
      Liens on, and security interests in, all right, title and interest of the Loan
      Parties in all such Collateral as to which a security interest may be perfected
      by such a filing (other than Intellectual Property).

     

    (ii)  The
      short-form intellectual property security agreements currently on file with
      the
      PTO, together with the financing statements previously filed, constitute fully
      perfected First Priority Liens on, and security interests in, all right, title
      and interest of the Loan Parties in the IP Collateral in which a security
      interest may be perfected by filing in the United States and its territories
      and
      possessions (it being understood that subsequent recordings with the PTO may
      be
      necessary to perfect a Lien on IP Collateral acquired by the Loan Parties on
      or
      after the Restatement Date).

     

    (iii)  The
      Mortgages create in favor of Administrative Agent for the benefit of the
      Lenders, legal, valid and enforceable Liens on all of the Loan Parties’ right,
      title and interest in and to the Real Property Assets thereunder and the
      proceeds thereof, and when the modifications referred to in subsection 5.16B
      are
      recorded, the Mortgages will constitute fully perfected First Priority Liens
      on,
      and security interests in, all right, title and interest of the Loan Parties
      in
      the Real Property Assets thereunder and the proceeds thereof to secure the
      Obligations.

     

    
      
        
        

      

      
        -101-

        
          

        

      

      
        
        

      

    

    B.  Governmental
      Authorizations.
      No
      action, consent or approval of, registration or filing with or any other action
      by any Government Authority is or will be required in connection with the
      transactions contemplated hereby, except for (a) the filing of UCC
      financing statements and filings with the PTO, (b) the recordation of
      modifications to the Mortgages reflecting, among other things, the making of
      the
      Supplemental Term B Loans and the Supplemental Canadian Dollar Term
      B
      Loans, and (c) such as have been made or obtained and are in full force
      and
      effect.

     

    C.  Absence
      of Third-Party Filings.
      Except
      such as may have been filed in favor of Administrative Agent as contemplated
      by
      subsection 5.16A and to evidence permitted lease obligations and other
      Liens permitted pursuant to subsection 7.2, (i) no effective
      UCC
      financing statement, fixture filing or other instrument similar in effect
      covering all or any part of the Collateral is on file in any filing or recording
      office and (ii) no effective filing covering all or any part of the
      IP
      Collateral is on file in the PTO.

     

    D.  Margin
      Regulations.
      The
      pledge of the Pledged Collateral pursuant to the Collateral Documents does
      not
      violate Regulation T, U or X of the Board of Governors of the Federal
      Reserve System.

     

    E.  Information
      Regarding Collateral.
      All
      written information supplied to Administrative Agent by or on behalf of any
      Loan
      Party with respect to any of the Collateral (in each case taken as a whole
      with
      respect to any particular Collateral) is accurate and complete in all material
      respects.

     

    
      	5.17        
                	
              Disclosure.

            


    

     

    No
      material representation or warranty of the Loan Parties contained in any Loan
      Document or in any other document, certificate or written statement furnished
      to
      Lenders by or on behalf of any of the Loan Parties for use in connection with
      the transactions contemplated by this Agreement contains any untrue statement
      of
      a material fact or omits to state a material fact (known to Borrower, in the
      case of any document not furnished by it) necessary in order to make the
      statements contained herein or therein not misleading in light of the
      circumstances in which the same were made. Any projections, including forecasts,
      budgets, forward-looking statements and pro forma
      financial information (the "Projections")
      contained in such materials are based upon good faith estimates and assumptions
      believed by Borrower to be reasonable at the time made, it being recognized
      by
      Lenders that such Projections are not to be viewed as facts and that actual
      results during the period or periods covered by any such Projections may differ
      from the projected results. There are no facts known (or which should upon
      the
      reasonable exercise of diligence be known) to Borrower (other than matters
      of a
      general economic nature) that, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect and that have
      not
      been disclosed herein or in such other documents, certificates and statements
      furnished to Lenders for use in connection with the transactions contemplated
      hereby.

     

    
      	5.18         
               	
              Subordinated
                Indebtedness.

            


    

     

    The
      Obligations constitute senior indebtedness that is entitled to the benefits
      of
      the subordination provisions of all Subordinated Indebtedness of Parent and
      its
      Subsidiaries (including without limitation, the Senior Subordinated Notes,
      the
      Parent Junior Subordinated Notes and any Permitted Additional Subordinated
      Financing).

     

    
      
        
        

      

      
        -102-

        
          

        

      

      
        
        

      

    

     

     

    
      	5.19        
                	
              Aluma
                Asset Purchase Agreement.

            


    

     

    As
      of the
      Restatement Date, Borrower has delivered to Administrative Agent a complete
      and
      correct copy of the Aluma Asset Purchase Agreement (including all schedules,
      exhibits, amendments, supplements and modifications thereto). Neither Borrower
      nor any Loan Party or, to the knowledge of Borrower, any other party thereto,
      is
      in default in the performance or compliance with any material provision
      thereof.

     

    
      	5.20        
                	
              Leasehold
                Property.
                

            


    

     

    As
      of the
      Restatement Date, neither Borrower nor any of the Subsidiary Guarantors has
      any
      Leasehold Property that is a Material Real Property.

     

    Section
      6.            BORROWER'S
      AFFIRMATIVE COVENANTS

     

    Borrower
      covenants and agrees that, so long as any of the Commitments hereunder shall
      remain in effect and until payment in full of all of the Loans and other
      Obligations and the cancellation or expiration of all Letters of Credit, unless
      Requisite Lenders shall otherwise give prior written consent, Borrower shall
      perform, and shall cause each other Loan Party to perform, all covenants in
      this
      Section 6.

     

    
      	6.1        
                	
              Financial
                Statements and Other Reports.

            


    

     

    Borrower
      will maintain, and cause Parent and the Subsidiaries to maintain, a system
      of
      accounting established and administered in accordance with sound business
      practices to permit preparation of financial statements in conformity with
      GAAP.
      Borrower will deliver to Administrative Agent for distribution to
      Lenders:

     

    (i)  Events
      of Default, etc.:
      Within
      3 Business Days of any Officer of Borrower obtaining knowledge (a) of
      any
      condition or event that constitutes an Event of Default or Potential Event
      of
      Default, or becoming aware that any Lender has given any notice (other than
      to
      Administrative Agent) or taken any other action with respect to a claimed Event
      of Default or Potential Event of Default, (b) that any Person has given
      any
      notice to any of the Loan Parties or taken any other action with respect to
      a
      claimed default or event or condition of the type referred to in
      subsection 8.2, (c) of any condition or event that would be required
      to be disclosed in a current report filed by any Loan Party with the Securities
      and Exchange Commission on Form 8-K if such Loan Party was required to file
      such
      reports under the Exchange Act, or (d) of the occurrence of any event
      or
      change that has caused or evidences, either in any case or in the aggregate,
      a
      Material Adverse Effect, an Officer’s Certificate specifying the nature and
      period of existence of such condition, event or change, or specifying the notice
      given or action taken by any such Person and the nature of such claimed Event
      of
      Default, Potential Event of Default, default, event or condition, and what
      action such Loan Party has taken, is taking and proposes to take with respect
      thereto;

     

    (ii)  Quarterly
      Financials:
      as soon
      as available and in any event within the earlier of (a) 45 days after
      the
      end of each of the first three Fiscal Quarters of each Fiscal Year and (b)
      if
      Borrower is a public reporting company at such time, such earlier date as the
      Securities and Exchange Commission requires the filing of such information
      (or,
      if Borrower is required to file such information on a Form 10-Q with the
      Securities and Exchange Commission, promptly following such filing),
      (a) the consolidated balance sheet of Parent and its Subsidiaries as
      at the
      end of such Fiscal Quarter and the related consolidated statements of operations
      and cash flows of Parent and
      its
      Subsidiaries for such Fiscal Quarter and for the period from the beginning
      of
      the then current Fiscal Year to the end of such Fiscal Quarter, setting forth
      in
      each case in comparative form the corresponding figures for the corresponding
      periods of the previous Fiscal Year and the corresponding figures from the
      Financial Plan for the current Fiscal Year, all in reasonable detail and
      certified by the chief financial officer of Parent that
      they
      fairly present, in all material respects, the financial condition of
      Parent and
      its
      Subsidiaries as at the dates indicated and the results of their operations
      and
      their cash flows for the periods indicated, subject to changes resulting from
      audit and normal year-end adjustments, and (b) a narrative report
      describing the operations of Parent and
      its
      Subsidiaries in the form prepared for presentation to senior management for
      such
      Fiscal Quarter and for the period from the beginning of the then current Fiscal
      Year to the end of such Fiscal Quarter (it being understood that the foregoing
      requirements may be satisfied by delivery of Borrower’s report to the Securities
      and Exchange Commission on Form 10-Q);

     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

    (iii)  Year-End
      Financials:
      as soon
      as available and in any event within the earlier of (a) 90 days after
      the
      end of each Fiscal Year or (b) if Borrower is a public reporting company at
      such
      time, such earlier date as the Securities and Exchange Commission requires
      the
      filing of such information (or, if Borrower is required to file such information
      on a Form 10-K with the Securities and Exchange Commission, promptly following
      such filing), (a) the consolidated balance sheet of Parent and its
      Subsidiaries as at the end of such Fiscal Year and the related consolidated
      statements of operations, stockholders’ equity and cash flows of Parent and its
      Subsidiaries for such Fiscal Year, setting forth in each case in comparative
      form the corresponding figures for the previous Fiscal Year and the
      corresponding figures from the Financial Plan for the Fiscal Year covered by
      such financial statements, all in reasonable detail and certified by the chief
      financial officer of Parent that they fairly present, in all material respects,
      the financial condition of Parent and its Subsidiaries as at the dates indicated
      and the results of their operations and their cash flows for the periods
      indicated, (b) a narrative report describing the operations of Parent
      and
      its Subsidiaries in the form prepared for presentation to senior management
      for
      such Fiscal Year (it being understood that the foregoing requirements may be
      satisfied by delivery of Borrower’s report to the Securities and Exchange
      Commission on Form 10-K), and (c) in the case of such consolidated
      financial statements, a report thereon of Ernst & Young LLP or other
      independent certified public accountants of recognized national standing
      selected by Parent and reasonably satisfactory to Administrative Agent, which
      report shall be unqualified, shall express no doubts about the ability of Parent
      and its Subsidiaries to continue as a going concern, and shall state that such
      consolidated financial statements fairly present, in all material respects,
      the
      consolidated financial position of Parent and its Subsidiaries as at the dates
      indicated and the results of their operations and their cash flows for the
      periods indicated in conformity with GAAP applied on a basis consistent with
      prior years (except as otherwise disclosed in such financial statements) and
      that the examination by such accountants in connection with such consolidated
      financial statements has been made in accordance with generally accepted
      auditing standards;

     

    (iv)  Pricing
      and Compliance Certificates:
      together with each delivery of financial statements pursuant to
      subdivisions (ii) and (iii) above, a Compliance Certificate signed by
      a
      financial Officer (a) stating that the signers have reviewed the terms
      of
      this Agreement and have made, or caused to be made under their supervision,
      a
      review in reasonable detail of the transactions and condition of Parent and
      its
      Subsidiaries during the accounting period covered by such financial statements
      and that such review has not disclosed the existence during or at the end of
      such accounting period, and that the signers do not have knowledge of the
      existence as at the date of such Compliance Certificate, of any condition or
      event that constitutes an Event of Default or Potential Event of Default, or,
      if
      any such condition or event existed or exists, specifying the nature and period
      of existence thereof and what action Borrower has taken, is taking and proposes
      to take with respect thereto, and (b) demonstrating in reasonable detail
      compliance during and at the end of the applicable accounting periods with
      the
      restrictions contained in Section 7, in each case to the extent compliance
      with such restrictions is required to be tested at the end of the applicable
      accounting period; in addition, on or before the 45th
      day
      following the end of each Fiscal Quarter, a Pricing Certificate demonstrating
      in
      reasonable detail the calculation of the Leverage Ratio as of the end of the
      four-Fiscal Quarter period then ended;

     

    (v)  Reconciliation
      Statements:
      if, as
      a result of any change in accounting principles and policies from those used
      in
      the preparation of the audited financial statements referred to in
      subsection 5.3, the consolidated financial statements of Parent and
      its
      Subsidiaries delivered pursuant to subdivisions (ii), (iii) or (xii)
      of
      this subsection 6.1 will differ in any material respect from the
      consolidated financial statements that would have been delivered pursuant to
      such subdivisions had no such change in accounting principles and policies
      been
      made, then (a) together with the first delivery of financial statements
      pursuant to subdivision (ii), (iii) or (xii) of this subsection 6.1
      following such change, consolidated financial statements of Parent and its
      Subsidiaries for (y) the current Fiscal Year to the effective date of
      such
      change and (z) two full Fiscal Years immediately preceding the Fiscal Year
      in
      which such change is made, in each case prepared on a pro forma
      basis as
      if such change had been in effect during such periods, and (b) together
      with each delivery of financial statements pursuant to subdivision (ii),
      (iii) or (xii) of this subsection 6.1 following such change, if required
      pursuant to subsection 1.2, a written statement of the chief accounting
      officer or chief financial officer of Borrower setting forth the differences
      (including any differences that would affect any calculations relating to the
      financial covenants set forth in subsection 7.6) which would have resulted
      if such financial statements had been prepared without giving effect to such
      change;

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

    (vi)  Accountants’
      Certification:
      together with each delivery of consolidated financial statements pursuant to
      subdivision (iii) above, a written statement by the independent certified
      public accountants giving the report thereon (a) stating that their
      audit
      examination has included a review of the terms of this Agreement and the other
      Loan Documents as they relate to accounting matters, (b) stating whether,
      in connection with their audit examination, any condition or event that
      constitutes an Event of Default or Potential Event of Default has come to their
      attention and, if such a condition or event has come to their attention,
      specifying the nature and period of existence thereof; provided
      that
      such accountants shall not be liable by reason of any failure to obtain
      knowledge of any such Event of Default or Potential Event of Default that would
      not be disclosed in the course of their audit examination, and (c) stating
      that based on their audit examination nothing has come to their attention that
      causes them to believe either or both that the information contained in the
      certificates delivered therewith pursuant to subdivision (iv) above
      is not
      correct or that the matters set forth in the Compliance Certificates delivered
      therewith pursuant to clause (b) of subdivision (iv) above for
      the
      applicable Fiscal Year are not stated in accordance with the terms of this
      Agreement;

     

    (vii)  Accountants’
      Reports:
      promptly upon receipt thereof (unless restricted by applicable professional
      standards), copies of all material reports submitted to Parent or Borrower
      by
      independent certified public accountants in connection with each annual, interim
      or special audit of the financial statements of Parent and its Subsidiaries
      made
      by such accountants, including any comment letter submitted by such accountants
      to management in connection with their annual audit;

     

    (viii)  SEC
      Filings and Press Releases:
      promptly upon their becoming available, copies of (a) all financial
      statements, reports, notices and proxy statements sent or made available
      generally by Parent and/or Borrower to its security holders or by any of their
      respective Subsidiaries to its security holders other than Parent and/or
      Borrower or another Subsidiary of Parent and/or Borrower, (b) all regular
      and periodic reports and all registration statements (other than on Form S-8
      or
      a similar form) and prospectuses, if any, filed by Parent and/or Borrower or
      any
      of their respective Subsidiaries with any securities exchange or with the
      Securities and Exchange Commission or any governmental or private regulatory
      authority, and (c) all press releases and other statements made available
      generally by Parent and/or Borrower or any of their respective Subsidiaries
      to
      the public concerning material developments in the business of Parent and/or
      Borrower or any of their respective Subsidiaries that would be required to
      be
      disclosed in a current report filed by Parent and/or Borrower or any of their
      respective Subsidiaries with the Securities and Exchange Commission on
      Form 8-K if Parent and/or Borrower or such Subsidiary were required
      to file
      such reports under the Exchange Act;

     

    (ix)  Litigation
      or Other Proceedings:
      (a) promptly upon any Officer of any Loan Party obtaining knowledge
      of
      (1) the institution of, or non-frivolous threat of, any Proceeding against
      or affecting any Loan Party or any property of any Loan Party not previously
      disclosed in writing by any Loan Party to Lenders or (2) any material
      development in any Proceeding that, in any case:

     

    (x) if
      adversely determined, has a reasonable possibility of giving rise to a Material
      Adverse Effect; or

     

    (y) seeks
      to
      enjoin or otherwise prevent the consummation of, or to recover any damages
      or
      obtain relief as a result of, the transactions contemplated hereby;

     

    written
      notice thereof together with such other information as may be reasonably
      available to Borrower to enable Lenders and their counsel to evaluate such
      matters; and (b) promptly upon request by Administrative Agent, a schedule
      of all Proceedings delivered by Borrower to its independent certified public
      accountants in connection with the report prepared by them on the consolidated
      financial statements of Parent and its Subsidiaries for each Fiscal Year, and
      promptly after request by Administrative Agent such other information as may
      be
      reasonably requested by Administrative Agent to enable Administrative Agent
      and
      its counsel to evaluate any of such Proceedings;

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

    (x)  ERISA
      Events:
      promptly upon becoming aware of the occurrence of or forthcoming occurrence
      of
      any ERISA Event, a written notice specifying the nature thereof, what action
      Parent, any of its Subsidiaries or any of their respective ERISA Affiliates
      has
      taken, is taking or proposes to take with respect thereto and, when known,
      any
      action taken or threatened by the Internal Revenue Service, the Department
      of
      Labor or the PBGC with respect thereto;

     

    (xi)  ERISA
      Notices:
      with
      reasonable promptness, copies of (a) all notices received by Parent,
      any of
      its Subsidiaries or any of their respective ERISA Affiliates from a
      Multiemployer Plan sponsor concerning an ERISA Event and (b) copies of such
      other documents or governmental reports or filings relating to any Employee
      Benefit Plan as Administrative Agent shall reasonably request;

     

    (xii)  Financial
      Plans:
      as soon
      as practicable and in any event no later than 90 days after the beginning
      of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal
      Year (the "Financial
      Plan"
      for
      such Fiscal Year) prepared in reasonable detail by an Officer of Borrower and
      in
      form and substance substantially consistent with the financial projections
      previously provided to Lenders pursuant to subsection 4.1, including
      (a) a forecasted consolidated balance sheets and forecasted consolidated
      statements of operations and cash flows of Parent and its Subsidiaries for
      such
      Fiscal Year, together with a pro forma
      Compliance Certificate for such Fiscal Year and an explanation of the
      assumptions on which such forecasts are based and (b) such other
      information and projections as Administrative Agent may reasonably
      request;

     

    (xiii)  Insurance:
      as soon
      as practicable after any material change in insurance coverage maintained by
      the
      Loan Parties notice thereof to Administrative Agent specifying the changes
      and
      reasons therefor;

     

    (xiv)  Governing
      Body:
      with
      reasonable promptness, written notice of any change in the Governing Body of
      Parent or Borrower;

     

    (xv)  New
      Subsidiaries:
      promptly upon any Person becoming a Subsidiary of Parent or Borrower, a written
      notice setting forth with respect to such Person (a) the date on which
      such
      Person became such Subsidiary and (b) all of the data required to be
      set
      forth in Schedule 5.1
      annexed
      hereto with respect to all Subsidiaries of the Loan Parties (it being understood
      that such written notice shall be deemed to supplement Schedule 5.1
      annexed
      hereto for all purposes of this Agreement);

     

    (xvi)  Subordinated
      Debt Notices:
      promptly upon receipt by Parent or any of its Subsidiaries of any notice with
      respect to any Subordinated Indebtedness, and promptly upon the giving of notice
      by Parent or any of its Subsidiaries with respect to any Subordinated
      Indebtedness, in each case relating to any default or payment or prepayment
      of
      principal or premium, if any, redemption, purchase, retirement, defeasance
      (including in-substance or legal defeasance), sinking fund or similar payment
      with respect to such Subordinated Indebtedness, a copy of such
      notice;

     

    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    

    (xvii)  Pro
      Forma Financial Statements:
      as soon
      as available and in any event within 75 days of the Restatement Date, a
pro
      forma
      balance
      sheet of Parent and its Subsidiaries and related pro
      forma
      consolidated statement of income of Parent and its Subsidiaries as of and for
      the twelve-month period ending on the last day of the most recently completed
      four-fiscal quarter period for which financial statements are required to be
      delivered pursuant to subdivisions (ii) and (iii), giving effect
      to
      the Aluma Acquisition and the other transactions contemplated by this Agreement
      as if such transactions had occurred as of such date (in the case of
      such
      balance sheet) or at the beginning of such period (in the case of such
      statement of income), in form and substance satisfactory to Co-Arrangers;
      and

     

    (xviii)  Other
      Information:
      with
      reasonable promptness, such other information and data with respect to any
      Loan
      Party as from time to time may be reasonably requested by any
      Lender.

     

    
      	6.2         
               	
              Corporate
                Existence, etc.

            


    

     

    Except
      as
      permitted under subsection 7.7, Borrower will, and will cause each of
      the
      other Loan Parties to, at all times preserve and keep in full force and effect
      its existence in the jurisdiction of organization specified on Schedule 5.1
      and all
      rights and franchises material to its business; provided,
      however,
      that no
      Loan Party shall be required to preserve any such right or franchise if the
      Governing Body of such Loan Party shall determine that the preservation thereof
      is no longer desirable in the conduct of the business of such Loan Party and
      that the loss thereof could not reasonably be expected to have a Material
      Adverse Effect.

     

    
      	6.3        
                	
              Payment
                of Taxes and Claims; Tax Consolidation .

            


    

     

    A.  Borrower
      will, and will cause each of the other Loan Parties to, pay all taxes,
      assessments and other governmental charges imposed upon it or any of its
      properties or assets or in respect of any of its income, businesses or
      franchises before any penalty accrues thereon, and all claims (including claims
      for labor, services, materials and supplies) for sums that have become due
      and
      payable and that by law have or may become a Lien upon any of its properties
      or
      assets, prior to the time when any penalty or fine shall be incurred with
      respect thereto; provided
      that no
      such tax, assessment, charge or claim need be paid if it is being contested
      in
      good faith by appropriate proceedings, so long as (i) such reserve or
      other
      appropriate provision, if any, as shall be required in conformity with GAAP
      shall have been made therefor and (ii) in the case of a charge, tax,
      assessment or claim which has or may become a Lien against any of the
      Collateral, such proceedings conclusively operate to stay the sale of any
      portion of the Collateral to satisfy such charge or claim.

     

    B.  Borrower
      will not, nor will it permit any of the other Loan Parties to, file or consent
      to the filing of any consolidated income tax return with any Person (other
      than
      Parent or any of its Subsidiaries).

     

    
      	6.4         
               	
              Maintenance
                of Properties; Insurance; Application of Net Insurance/ Condemnation
                Proceeds.

            


    

     

    A.  Maintenance
      of Properties.
      Except
      to the extent that the failure to do so could not reasonably be expected to
      have
      a Material Adverse Effect, Borrower will, and will cause each of the other
      Loan
      Parties to, (i) with respect to all material properties used or useful in the
      business of the Loan Parties, maintain or cause to be maintained such material
      properties in good repair, working order and condition, ordinary wear and tear
      excepted, and from time to time make or cause to be made all appropriate
      repairs, renewals and replacements thereof and (ii) with respect to
      Intellectual Property, maintain such Intellectual Property as valid and
      enforceable and from time to time make or cause to be made all appropriate
      filings thereof.

     

    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    

    B.  Insurance.
      Borrower
      will maintain or cause to be maintained, with financially sound and reputable
      insurers, such public liability insurance, third party property damage
      insurance, business interruption insurance and casualty insurance with respect
      to liabilities, losses or damage in respect of the assets, properties and
      businesses of the Loan Parties as may customarily be carried or maintained
      under
      similar circumstances by corporations of established reputation engaged in
      similar businesses, in each case in such amounts (giving effect to
      self-insurance), with such deductibles, covering such risks and otherwise on
      such terms and conditions as shall be customary for corporations similarly
      situated in the industry. Without limiting the generality of the foregoing,
      Borrower will maintain or cause to be maintained (i) flood insurance
      with
      respect to each Flood Hazard Property that is located in a community that
      participates in the National Flood Insurance Program, in each case in compliance
      with any applicable regulations of the Board of Governors of the Federal Reserve
      System, and (ii) replacement value casualty insurance on the Collateral
      under such policies of insurance, with such insurance companies, in such
      amounts, with such deductibles, and covering such risks as are at all times
      satisfactory to Administrative Agent in its commercially reasonable judgment.
      Each such policy of insurance shall (a) name Administrative Agent for
      the
      benefit of Lenders as an additional insured thereunder as its interests may
      appear and (b) in the case of each business interruption and casualty
      insurance policy, (x) contain a loss payable clause or endorsement,
      satisfactory in form and substance to Administrative Agent, that names
      Administrative Agent for the benefit of Lenders as the loss payee thereunder
      for
      any covered loss in excess of $5,000,000 and (y) provides for at least
      30 days prior written notice to Administrative Agent of any modification
      or
      cancellation of such policy.

     

    C.  Application
      of Net Insurance/Condemnation Proceeds.

     

    (i)  Business
      Interruption Insurance.
      Upon
      receipt by any Loan Party of any business interruption insurance proceeds
      constituting Net Insurance/Condemnation Proceeds, (a) so long as no
      Event
      of Default or Potential Event of Default shall have occurred and be continuing,
      such Loan Party may retain and apply such Net Insurance/Condemnation Proceeds
      for working capital purposes, and (b) if an Event of Default or Potential
      Event of Default shall have occurred and be continuing, Borrower shall apply
      an
      amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans
      as
      provided in subsection 2.4B;

     

    (ii)  Net
      Insurance/Condemnation Proceeds Received by Borrower.
      Upon
      receipt by any Loan Party of any Net Insurance/Condemnation Proceeds (other
      than
      from business interruption insurance) in excess of $2,500,000, (a) so
      long
      as no Event of Default or Potential Event of Default shall have occurred and
      be
      continuing, Borrower shall, or shall cause any other Loan Party to, promptly
      and
      diligently apply such Net Insurance/Condemnation Proceeds to pay or reimburse
      the costs of repairing, restoring or replacing the assets in respect of which
      such Net Insurance/Condemnation Proceeds were received or, to the extent not
      so
      applied, to prepay the Loans as provided in subsection 2.4B, and
      (b) if an Event of Default or Potential Event of Default shall have
      occurred and be continuing, Borrower shall apply an amount equal to 100% of
      such
      Net Insurance/Condemnation Proceeds to prepay the Loans as provided in
      subsection 2.4B.

     

    
      
        
        

      

      
        -108-

        
          

        

      

      
        
        

      

    

    (iii)  Net
      Insurance/Condemnation Proceeds Received by Administrative Agent.
      Upon
      receipt by Administrative Agent of any Net Insurance/Condemnation Proceeds
      as
      loss payee, (a) if and to the extent Borrower would have been required
      to
      apply such Net Insurance/Condemnation Proceeds (if it had received them
      directly) to prepay the Loans, Administrative Agent shall, and Borrower hereby
      authorizes Administrative Agent to, apply such Net Insurance/Condemnation
      Proceeds to prepay the Loans as provided in subsection 2.4B, and
      (b) to the extent the foregoing clause (a) does not apply and
      (1) the aggregate amount of such Net Insurance/Condemnation Proceeds
      received (and reasonably expected to be received) by Administrative Agent in
      respect of any covered loss does not exceed $10,000,000, Administrative Agent
      shall deliver such Net Insurance/Condemnation Proceeds to Borrower, and Borrower
      shall, or shall cause any other Loan Party to, as soon as reasonably
      practicable, apply such Net Insurance/Condemnation Proceeds to the costs of
      repairing, restoring, or replacing the assets in respect of which such Net
      Insurance/Condemnation Proceeds were received, and (2) if the aggregate
      amount of Net Insurance/Condemnation Proceeds received (and reasonably expected
      to be received) by Administrative Agent in respect of any covered loss exceeds
      $10,000,000, Administrative Agent shall hold such Net Insurance/Condemnation
      Proceeds pursuant to the terms of the Security Agreement and, so long as
      Borrower or any other Loan Party proceeds diligently to repair, restore or
      replace the assets of such Loan Party in respect of which such Net
      Insurance/Condemnation Proceeds were received, Administrative Agent shall from
      time to time disburse to such Loan Party from the Collateral Account, to the
      extent of any such Net Insurance/Condemnation Proceeds remaining therein in
      respect of the applicable covered loss, amounts necessary to pay the cost of
      such repair, restoration or replacement after the receipt by Administrative
      Agent of invoices or other documentation reasonably satisfactory to
      Administrative Agent relating to the amount of costs so incurred and the work
      performed (including, if required by Administrative Agent, lien releases and
      architects’ certificates); provided, however,
      that if
      at any time Administrative Agent reasonably determines that such repair,
      restoration or replacement cannot be completed with the Net
      Insurance/Condemnation Proceeds then held by Administrative Agent for such
      purpose, together with funds otherwise available to Borrower for such purpose,
      or that such repair, restoration or replacement cannot be completed within
      365 days after the receipt by Administrative Agent of such Net
      Insurance/Condemnation Proceeds, Administrative Agent shall, and Borrower hereby
      authorizes Administrative Agent to, apply such Net Insurance/ Condemnation
      Proceeds to prepay the Loans as provided in subsection 2.4B.

     

    
      	6.5         
               	
              Inspection
                Rights; Lender Meeting.

            


    

     

    A.  Inspection
      Rights.
      Borrower
      shall, and shall cause each of the other Loan Parties to, permit any authorized
      representatives designated by any Lender to visit and inspect any of the
      properties of any Loan Party, to inspect, copy and take extracts from its and
      their financial and accounting records, and to discuss its and their affairs,
      finances and accounts with its and their officers and independent public
      accountants (provided
      that
      Parent or its Subsidiaries may, if it so chooses, be present at or participate
      in any such discussion), all upon reasonable notice and, except during the
      continuance of an Event of Default, no more than once per year.

     

    B.  Lender
      Meeting.
      During
      the continuance of an Event of Default, Borrower will, upon the request of
      Administrative Agent or Requisite Lenders, participate in a meeting of
      Administrative Agent and Lenders to be held at Borrower’s principal offices (or
      at such other location as may be agreed to by Borrower and Administrative Agent)
      at such time as may be agreed to by Borrower and Administrative
      Agent.

     

    
      	6.6  
                       	
              Compliance
                with Laws, etc.

            


    

     

    Borrower
      shall comply, and shall cause each of the other Loan Parties to comply, with
      the
      requirements of all applicable laws, rules, regulations and orders of any
      Government Authority (including all Environmental Laws), noncompliance with
      which could reasonably be expected to result in, individually or in the
      aggregate, a Material Adverse Effect.

     

    
      	6.7        
                	
              Environmental
                Matters.

            


    

     

    A.  Environmental
      Disclosure.
      Borrower
      will deliver to Administrative Agent and Lenders:

     

    
      
        
        

      

      
        -109-

        
          

        

      

      
        
        

      

    

    (i)  Environmental
      Audits and Reports.
      As soon
      as practicable following receipt thereof, copies of all environmental audits,
      investigations, analyses and reports of any kind or character, whether prepared
      by personnel of Parent or any of its Subsidiaries or by independent consultants,
      governmental authorities or any other Persons, with respect to significant
      environmental matters at any Facility that, individually or in the aggregate,
      could reasonably be expected to result in a Material Adverse Effect or with
      respect to any Environmental Claims that, individually or in the aggregate,
      could reasonably be expected to result in a Material Adverse
      Effect;

     

    (ii)  Notice
      of Certain Releases, Remedial Actions, Etc.
      Promptly
      upon the occurrence thereof, written notice describing in reasonable detail
      (a) any Release required to be reported to any federal, state or local
      governmental or regulatory agency under any applicable Environmental Laws,
      (b) any remedial action taken by any Loan Party or any other Person
      in
      response to (1) any Hazardous Materials Activities the existence of
      which
      could reasonably be expected to result in one or more Environmental Claims
      having, individually or in the aggregate, a Material Adverse Effect, or
      (2) any Environmental Claims that, individually or in the aggregate,
      could
      reasonably be expected to result in a Material Adverse Effect.

     

    (iii)  Written
      Communications Regarding Environmental Claims, Releases, Etc.
      As soon
      as practicable following the sending or receipt thereof by any Loan Party,
      a
      copy of any and all written communications with respect to (a) any
      Environmental Claims that, individually or in the aggregate, could reasonably
      be
      expected to result in a Material Adverse Effect, (b) any Release required
      to be reported to any federal, state or local governmental or regulatory agency,
      and (c) any request for information from any governmental agency that
      suggests such agency is investigating whether such Loan Party may be potentially
      responsible for any Hazardous Materials Activity that, individually or in the
      aggregate, could reasonably be expected to result in a Material Adverse
      Effect.

     

    (iv)  Notice
      of Certain Proposed Actions Having Environmental Impact.
      Prompt
      written notice describing in reasonable detail (a) any proposed acquisition
      of stock, assets, or property by any Loan Party that could reasonably be
      expected to (1) expose any Loan Party to, or result in, Environmental
      Claims that could reasonably be expected to result in, individually or in the
      aggregate, a Material Adverse Effect or (2) affect the ability of any
      Loan
      Party to maintain in full force and effect all material Governmental
      Authorizations required under any Environmental Laws for its operations and
      (b) any proposed action to be taken by any Loan Party to commence
      manufacturing or other industrial operations or to modify current operations
      in
      a manner that could reasonably be expected to subject the Loan Parties to any
      material additional obligations or requirements under any Environmental Laws
      that could reasonably be expected to result in, individually or in the
      aggregate, a Material Adverse Effect.

     

    B.  Borrower’s
      Actions Regarding Hazardous Materials Activities, Environmental Claims and
      Violations of Environmental Laws.

     

    (i)  Remedial
      Actions Relating to Hazardous Materials Activities.
      Borrower shall, in compliance with all applicable Environmental Laws, promptly
      undertake, and shall cause each other Loan Party promptly to undertake, any
      and
      all investigations, studies, sampling, testing, abatement, cleanup, removal,
      remediation or other response actions necessary to remove, remediate, clean
      up
      or abate any Hazardous Materials Activity on, under or about any Facility that
      is in violation of any Environmental Laws or that presents a material risk
      of
      giving rise to an Environmental Claim that could reasonably be expected to
      result, individually or in the aggregate, in a Material Adverse Effect.


     

    
      
        
        

      

      
        -110-

        
          

        

      

      
        
        

      

    

    (ii)  Actions
      with Respect to Environmental Claims and Violations of Environmental
      Laws.
      Borrower shall promptly take, and shall cause each other Loan Party promptly
      to
      take, any and all actions necessary to (i) cure any violation of applicable
      Environmental Laws by Borrower or such Loan Party that could reasonably be
      expected to result in, individually or in the aggregate, a Material Adverse
      Effect and (ii) make an appropriate response to any Environmental Claim
      against any Loan Party and discharge any obligations it may have to any Person
      thereunder where failure to do so could reasonably be expected to result in,
      individually or in the aggregate, a Material Adverse Effect.

     

    
      	6.8        
                	
              Execution
                of Subsidiary Guaranty and Personal Property Collateral Documents
                After
                the Restatement Date.

            


    

     

    A.  Execution
      of Subsidiary Guaranty and Personal Property Collateral
      Documents.
      In the
      event that any Person becomes a Material Subsidiary of Borrower after the
      Restatement Date, Borrower will promptly notify Administrative Agent of that
      fact and cause such Material Subsidiary to execute and deliver to Administrative
      Agent a counterpart of the Subsidiary Guaranty and the Security Agreement and
      to
      take all such further actions and execute all such further documents and
      instruments as may be necessary or, in the opinion of Administrative Agent,
      desirable to create in favor of Administrative Agent, for the benefit of
      Lenders, a valid and perfected First Priority Lien on all of the personal and
      mixed property assets of such Material Subsidiary described in the applicable
      forms of Collateral Documents. In addition, as provided in the Security
      Agreement, Borrower shall, or shall cause the Material Subsidiary that owns
      the
      Capital Stock of such Person, to execute and deliver to Administrative Agent
      a
      supplement to the Security Agreement and to deliver to Administrative Agent
      all
      certificates representing such Capital Stock of such Person (accompanied by
      irrevocable undated stock powers, duly endorsed in blank).

     

    B.  Foreign
      Subsidiaries.
      In the
      event that any Person becomes a Foreign Subsidiary of Borrower after the
      Restatement Date, Borrower will promptly notify Administrative Agent of that
      fact and, if such Subsidiary is directly owned by Borrower or a Domestic
      Subsidiary, cause such Subsidiary to execute and deliver to Administrative
      Agent
      such documents and instruments and take such further actions as may be
      necessary, or in the reasonable opinion of Administrative Agent, desirable
      to
      create in favor of Administrative Agent, for the benefit of Lenders, a valid
      and
      perfected First Priority Lien on 65% of the capital stock of such Foreign
      Subsidiary.

     

    C.  Subsidiary
      Organizational Documents, Legal Opinions, Etc.
      In the
      event that any Person becomes a Material Subsidiary after the Restatement Date,
      Borrower shall deliver to Administrative Agent, together with such Loan
      Documents, (i) certified copies of such Material Subsidiary’s
      Organizational Documents, together with a good standing certificate from the
      Secretary of State of the jurisdiction of its organization, (ii) a
      certificate executed by the secretary or similar officer of such Material
      Subsidiary as to (a) the fact that the attached resolutions of the
      Governing Body of such Material Subsidiary approving and authorizing the
      execution, delivery and performance of such Loan Documents are in full force
      and
      effect and have not been modified or amended and (b) the incumbency
      and
      signatures of the officers of such Material Subsidiary executing such Loan
      Documents, (iii) an executed supplement to the Security Agreement
      evidencing the pledge of the Capital Stock of such Material Subsidiary by
      Borrower or a Subsidiary of Borrower that owns such Capital Stock, accompanied
      by certificates evidencing such Capital Stock, together with irrevocable undated
      stock powers duly endorsed in blank and satisfactory in form and substance
      to
      Administrative Agent, and (iv) a favorable opinion of counsel to such
      Material Subsidiary, in form and substance satisfactory to Administrative Agent
      and its counsel, as to (a) the due organization and good standing of
      such
      Material Subsidiary, (b) the due authorization, execution and delivery
      by
      such Material Subsidiary of such Loan Documents, (c) the enforceability
      of
      such Loan Documents against such Material Subsidiary and (d) such other
      matters (including matters relating to the creation and perfection of Liens
      in
      any Collateral pursuant to such Loan Documents) as Administrative Agent may
      reasonably request, all of the foregoing to be satisfactory in form and
      substance to Administrative Agent and its counsel.

     

    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

    

     

     

    
      	6.9        
                	
              Matters
                Relating to Additional Real Property Collateral.

            


    

     

    A.  Additional
      Mortgages, Etc.
      From and
      after the Restatement Date, in the event that (i) Parent, Borrower or
      any
      Subsidiary Guarantor acquires any Material Real Property or (ii) at
      the
      time any Person becomes a Subsidiary Guarantor, such Person owns or holds any
      Material Real Property, in either case excluding any such Real Property Asset
      the encumbrancing of which requires the consent of any applicable lessor or
      then-existing senior lienholder, where Parent and its Subsidiaries have
      attempted in good faith, but are unable, to obtain such lessor’s or senior
      lienholder’s consent (any such non-excluded Material Real Property described in
      the foregoing clause (i) or (ii) being an "Additional
      Mortgaged Property"),
      Parent, Borrower or such Subsidiary Guarantor shall deliver to Administrative
      Agent, as soon as practicable after such Person acquires such Additional
      Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a
      fully executed and notarized Mortgage in proper form for recording in all
      appropriate places in all applicable jurisdictions, encumbering the interest
      of
      such Loan Party in such Additional Mortgaged Property and such opinions,
      appraisal, documents, title insurance, environmental reports that may be
      reasonably required by Administrative Agent.

     

    B.  Real
      Estate Appraisals.
      Borrower
      shall, and shall cause each of the other Loan Parties to, permit an independent
      real estate appraiser reasonably satisfactory to Administrative Agent, upon
      reasonable notice, to visit and inspect any Additional Mortgaged Property for
      the purpose of preparing an appraisal of such Additional Mortgaged Property
      satisfying the requirements of any applicable laws and regulations (in each
      case
      to the extent required under such laws and regulations as determined by
      Administrative Agent in its discretion).

     

    C.  Collateral
      Access Agreement.
      From and
      after the Restatement Date, in the event that (i) Parent, Borrower or any
      Subsidiary Guarantor acquires any Leasehold Property or (ii) at the time any
      Person becomes a Subsidiary Guarantor, such Person owns or holds any Leasehold
      Property, in either case, (x) that is not a Material Real Property and (y)
      where
      Parent, Borrower or any such Subsidiary Guarantor holds on a regular basis
      at
      such Leasehold Property, personal property with a fair market value in excess
      of
      (or Parent, Borrower or such Subsidiary Guarantor anticipates that the fair
      market value of such personal property held on a regular basis will, at any
      time
      during the term of such lease, equal to or exceed) $7,500,000, Parent, Borrower
      or such Subsidiary Guarantor, as the case may be, shall use its respective
      commercially reasonable efforts to deliver to Administrative Agent, as soon
      as
      practicable after such Person acquires such Leasehold Property or becomes a
      Subsidiary Guarantor, as the case may be, a fully executed Collateral Access
      Agreement.

     

    D.  Optional
      Guaranty. In
      the
      event that any Subsidiary of Parent executes a guaranty of the Senior
      Subordinated Notes, the Parent Junior Subordinated Notes or any Permitted
      Additional Subordinated Financing, Borrower will cause such Subsidiary to
      execute and deliver to Administrative Agent a counterpart of the Subsidiary
      Guaranty and Security Agreement, and cause each such Subsidiary to take, all
      such further action and execute all such further documents and instruments
      as
      may be necessary in the opinion of Administrative Agent, desirable to create
      in
      favor of Administrative Agent, for the benefit of Lenders, a valid First
      Priority Lien on substantially all personal property and all Material Real
      Property of each such Subsidiary described in the applicable forms of Collateral
      Documents. 

     

     

    
      
        
        

      

      
        -112-

        
          

        

      

      
        
        

      

    

     

    Section
      7.                BORROWER'S
      NEGATIVE
      COVENANTS

     

    Borrower
      covenants and agrees that, so long as any of the Commitments hereunder shall
      remain in effect and until payment in full of all of the Loans and other
      Obligations and the cancellation or expiration of all Letters of Credit, unless
      Requisite Lenders shall otherwise give prior written consent, Borrower shall
      perform, and shall cause each of the other Loan Parties to perform, all
      covenants in this Section 7.

     

    
      	7.1        
                	
              Indebtedness.

            


    

     

    Parent
      and Borrower shall not, and shall not permit any of their respective
      Subsidiaries to, directly or indirectly, create, incur, assume or guaranty,
      or
      otherwise become or remain directly or indirectly liable with respect to, any
      Indebtedness, except:

     

    (i)  Loan
      Parties may become and remain liable with respect to the
      Obligations;

     

    (ii)  Parent,
      Borrower and their respective Subsidiaries may become and remain liable with
      respect to Contingent Obligations permitted by subsection 7.4 and, upon
      any
      matured obligations actually arising pursuant thereto, the Indebtedness
      corresponding to the Contingent Obligations so extinguished;

     

    (iii)  Borrower
      and its Subsidiaries may become and remain liable with respect to Indebtedness
      in respect of (a) Capital Leases and (b) Purchase Money Indebtedness aggregating
      (with respect to clauses (a) and (b)) not in excess of $25,000,000 outstanding
      at any one time; 

     

    (iv)  Borrower
      may become and remain liable with respect to Indebtedness to any Subsidiary
      Guarantor, and any Subsidiary of Borrower may become and remain liable with
      respect to Indebtedness to Borrower or any other Subsidiary Guarantor of
      Borrower; provided
      that
      (a) all such intercompany Indebtedness shall be evidenced by promissory
      notes pledged to Administrative Agent, for benefit of Lenders, pursuant to
      the
      Security Agreement, (b) all such intercompany Indebtedness owed by Borrower
      to any Subsidiary Guarantor shall be subordinated in right of payment to the
      payment in full of the Obligations pursuant to the terms of the applicable
      promissory notes or an intercompany subordination agreement, (c) any
      payment by any Subsidiary of Borrower under any guaranty of the Obligations
      shall result in a pro tanto
      reduction of the amount of any intercompany Indebtedness owed by such Subsidiary
      to Borrower or to any of its Subsidiaries for whose benefit such payment is
      made, and (d) the aggregate principal amount of all Indebtedness of
      all
      Subsidiaries of Borrower that are not Subsidiary Guarantors to Borrower and
      the
      Subsidiary Guarantors (other than any such Indebtedness incurred in connection
      with the consummation of the Aluma Acquisition) shall not exceed $30,000,000
      at
      any time outstanding; 

     

    (v)  Borrower
      may remain liable with respect to Indebtedness evidenced by the Senior
      Subordinated Notes in an aggregate principal amount not to exceed
      $150,000,000;

     

    (vi)  Borrower
      or a Subsidiary of Borrower may become and remain liable with respect to
      Indebtedness of any Person assumed in connection with any acquisition of such
      Person permitted under subsection 7.3 and a Person that becomes a direct
      or
      indirect wholly-owned Subsidiary of Borrower as a result of any acquisition
      permitted under subsection 7.3 may remain liable with respect to
      Indebtedness existing on the date of such acquisition; provided
      that
      such Indebtedness was not created in anticipation of such acquisition; and
      provided,
      further
      that
      such Indebtedness does not in the aggregate exceed at any time outstanding
      $10,000,000; 

     

    
      
        
        

      

      
        -113-

        
          

        

      

      
        
        

      

    

    (vii)  Foreign
      Subsidiaries of Borrower may become and remain liable with respect to other
      Indebtedness in an aggregate principal amount not to exceed $20,000,000 at
      any
      time outstanding; 

     

    (viii)  Borrower
      and its Subsidiaries, as applicable, may remain liable with respect to,
      Indebtedness existing on the Restatement Date and described in Schedule
      7.1
      annexed
      hereto;

     

    (ix)  Borrower
      and its Subsidiaries, as applicable, may become and remain liable with respect
      to Indebtedness which refinances, refunds or replaces the Indebtedness described
      in Schedule
      7.1,
      pursuant to documentation in form and substance reasonably satisfactory to
      Administrative Agent; provided
      that (w)
      such refinancing Indebtedness shall be incurred by Borrower or such applicable
      Subsidiary, as the case may be, that incurred the Indebtedness being refinanced
      that is described in Schedule
      7.1,
      (x) the
      maturity date of such refinancing Indebtedness shall be no earlier than the
      maturity date of the Indebtedness described in Schedule
      7.1
      that is
      being refinanced, (y) the weighted average life to maturity of such refinancing
      Indebtedness at the time of such refinancing is no less than the weighted
      average life to maturity of the Indebtedness being refinanced, and (z) the
      aggregate principal amount of such refinancing Indebtedness shall be less than
      the lesser of (1) the sum of the aggregate principal amount of the Indebtedness
      being refinanced as of the date of such refinancing plus
      all
      related costs, fees and expenses related to the refinancing and (2) the
      aggregate principal amount of such Indebtedness as of the Restatement Date;
      

     

    (x)  Parent
      may remain liable with respect to Indebtedness evidenced by the Parent Junior
      Subordinated Notes in an aggregate principal amount not to exceed $35,000,000
      (as such amount may be increased to the extent of paid-in-kind payments after
      the Closing Date in accordance with the terms of the Parent Junior Subordinated
      Notes);

     

    (xi)  Borrower
      may become and remain liable with respect to Indebtedness constituting Permitted
      Additional Subordinated Financing (a) in an aggregate principal amount
      not
      to exceed 200% of the amount necessary to purchase the Sponsor Preferred Stock
      from the Sponsor pursuant to subsection 7.3(xiii), solely to the extent
      the
      Net Debt Securities Proceeds of such Permitted Additional Subordinated Financing
      are applied (1) 50% to consummate such acquisition and (2) 50% to prepay
      outstanding Term Loans pursuant to subsection 2.4B, and (b) in an aggregate
      principal amount in excess of the aggregate amount permitted pursuant to clause
      (a) above, solely to the extent the full amount of the Net Debt Securities
      Proceeds of such Permitted Additional Subordinated Financing in excess of such
      permitted amount is applied to prepay outstanding Term Loans pursuant to
      subsection 2.4B; provided
      that
      (1) Borrower shall be in compliance on a pro
      forma basis
      after giving effect to any incurrence of Permitted Additional Subordinated
      Financing (after giving pro
      forma
      effect
      to the application of the proceeds thereof) with each of the financial covenants
      set forth in subsection 7.6, (2) no Event of Default or Potential
      Event of Default shall have occurred and be continuing or would result from
      such
      incurrence, and (3) Borrower shall have delivered to Administrative
      Agent
      an Officer’s Certificate to the effect set forth in the foregoing
      clauses (1) and (2) and a Compliance Certificate to evidence
      clause (1); and

     

    
      
        
        

      

      
        -114-

        
          

        

      

      
        
        

      

    

    (xii)  Borrower
      and its Subsidiaries may become and remain liable with respect to other
      Indebtedness in an aggregate principal amount not to exceed $25,000,000 at
      any
      time outstanding.

     

    
      	7.2        
                	
              Liens
                and Related Matters.

            


    

     

    A.  Prohibition
      on Liens.
      Each of
      Parent and Borrower shall not, and shall not permit any of its Subsidiaries
      to,
      directly or indirectly, create, incur, assume or permit to exist any Lien on
      or
      with respect to any property or asset of any kind (including any document or
      instrument in respect of goods or accounts receivable) of Parent, Borrower
      or
      such Subsidiary, whether now owned or hereafter acquired, or any income or
      profits therefrom, or file or permit the filing of, or permit to remain in
      effect, any financing statement or other similar notice of any Lien with respect
      to any such property, asset, income or profits under the UCC or under any
      similar recording or notice statute, except:

     

    (i)  Permitted
      Encumbrances;

     

    (ii)  Liens
      on
      any asset existing at the time of acquisition of such asset by Borrower or
      a
      Subsidiary, or Liens to secure the payment of all or any part of the purchase
      price of an asset upon the acquisition of such asset by Borrower or a Subsidiary
      or to secure any Indebtedness permitted hereby incurred by Borrower or a
      Subsidiary at the time of or within ninety days after the acquisition of such
      asset, which Indebtedness is incurred for the purpose of financing all or any
      part of the purchase price thereof; provided,
      however,
      that
      the Lien shall apply only to the asset so acquired and proceeds thereof; and
      provided,
      further,
      that
      all such Liens do not in the aggregate secure Indebtedness in excess of
      $25,000,000 at any time;

     

    (iii)  Liens
      existing on the Restatement Date and described in Schedule 7.2
      annexed
      hereto;

     

    (iv)  Other
      Liens securing Indebtedness in an aggregate amount not to exceed $10,000,000
      at
      any time outstanding; and

     

    (v)  Liens
      on
      assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to
      subsection 7.1(vii).

     

    B.  Equitable
      Lien in Favor of Lenders.
      If
      Parent or any of its Subsidiaries shall create or assume any Lien upon any
      of
      its properties or assets, whether now owned or hereafter acquired, other than
      Liens excepted by the provisions of subsection 7.2A, it shall make or
      cause
      to be made effective provision whereby the Obligations will be secured by such
      Lien equally and ratably with any and all other Indebtedness secured thereby
      as
      long as any such Indebtedness shall be so secured; provided
      that,
      notwithstanding the foregoing, this covenant shall not be construed as a consent
      by Requisite Lenders to the creation or assumption of any such Lien not
      permitted by the provisions of subsection 7.2A.

     

    
      
        
        

      

      
        -115-

        
          

        

      

      
        
        

      

    

    C.  No
      Further Negative Pledges.
      Neither
      Parent nor any of its Subsidiaries shall enter into any agreement (other than
      an
      agreement prohibiting only the creation of Liens securing Subordinated
      Indebtedness) prohibiting the creation or assumption of any Lien upon any of
      its
      properties or assets, whether now owned or hereafter acquired, except with
      respect to specific property encumbered to secure payment of particular
      Indebtedness or to be sold pursuant to an executed agreement with respect to
      an
      Asset Sale.

     

    D.  No
      Restrictions on Subsidiary Distributions to Borrower or Other
      Subsidiaries.
      Parent
      will not, and will not permit any of its Subsidiaries to, create or otherwise
      cause or suffer to exist or become effective any consensual encumbrance or
      restriction of any kind on the ability of any such Subsidiary to (i) pay
      dividends or make any other distributions on any of such Subsidiary’s Capital
      Stock owned by Borrower or any other Subsidiary of Borrower, (ii) repay
      or
      prepay any Indebtedness owed by such Subsidiary to Borrower or any other
      Subsidiary of Borrower, (iii) make loans or advances to Borrower or
      any
      other Subsidiary of Borrower, or (iv) transfer any of its property or
      assets to Borrower or any other Subsidiary of Borrower, except (a) as
      provided in this Agreement and (b) as may be provided in an agreement with
      respect to an Asset Sale (but solely with respect to the assets subject to
      such
      Asset Sale).

     

    
      	7.3         
               	
              Investments;
                Acquisitions.

            


    

     

    Each
      of
      Parent and Borrower shall not, and shall not permit any of its Subsidiaries
      to,
      directly or indirectly, make or own any Investment in any Person, including
      any
      Joint Venture, or acquire, by purchase or otherwise, all or substantially all
      the business, property or fixed assets of, or Capital Stock or other ownership
      interest of any Person, or any division or line of business of any Person
      except:

     

    (i)  Parent
      and its Subsidiaries may make and own Investments in Cash Equivalents (and
      may
      continue to hold such Investments notwithstanding that such Investments may
      no
      longer qualify as a Cash Equivalent);

     

    (ii)  Parent
      may make the Equity Contribution to Borrower on or before the Restatement Date
      and Parent and its Subsidiaries may continue to own the Investments owned by
      them as of the Restatement Date in any Subsidiaries of Parent, Parent may make
      and own additional equity Investments in Borrower and Borrower and Subsidiary
      Guarantors may make and own additional equity Investments in their respective
      Subsidiary Guarantors;

     

    (iii)  Borrower
      and its Subsidiaries may make intercompany loans to the extent permitted under
      subsection 7.1(iv); 

     

    (iv)  Borrower
      and its Subsidiaries may make Capital Expenditures permitted by
      subsection 7.8; 

     

    (v)  Borrower
      and its Subsidiaries may continue to own the Investments owned by them on the
      Restatement Date and described in Schedule 7.3
      annexed
      hereto;

     

    (vi)  Borrower
      and its Subsidiaries may make additional Investments in their respective
      wholly-owned Foreign Subsidiaries; provided
      that
      (a) the amount of all such Investments constituting equity Investments
      (other than any such equity Investments made in connection with the consummation
      of the Aluma Acquisition) does not exceed $20,000,000 in the aggregate for
      all
      such Investments since the Closing Date and (b) the amount of all such
      Investments constituting loans or advances permitted under
      subsection 7.1(iv) (other than any such loans or advances made in
      connection with the consummation of the Aluma Acquisition) does not exceed
      $20,000,000 in aggregate principal amount at any time outstanding;

     

    
      
        
        

      

      
        -116-

        
          

        

      

      
        
        

      

    

    (vii)  Borrower
      and its Subsidiaries may make and own other Investments in an aggregate amount
      not to exceed at any time $20,000,000; 

     

    (viii)  Borrower
      may acquire and hold obligations of one or more officers or other employees
      of
      Borrower or its Subsidiaries in connection with such officers’ or employees’
      acquisition of shares of Parent’s common stock in an aggregate amount at any
      time outstanding not to exceed $7,500,000 (to the extent that such acquisition
      and holding do not violate any applicable law or regulation);

     

    (ix)  Borrower
      and its Subsidiaries may receive and hold promissory notes and other non-cash
      consideration received in connection with any Asset Sale permitted by
      subsection 7.7; 

     

    (x)  Borrower
      and its Subsidiaries may acquire Securities in connection with the satisfaction
      or enforcement of Indebtedness or claims due or owing to Borrower or any of
      its
      Subsidiaries or as security for any such Indebtedness or claim;

     

    (xi)  after
      the
      Restatement Date, Borrower and its Subsidiaries may consummate Permitted
      Acquisitions upon the satisfaction of the following conditions:

     

    (a)  on
      the
      date of consummation of such acquisition (such date being the "Permitted
      Acquisition Closing Date"
      for
      such acquisition), EBITDA attributable to the New Business or Person so acquired
      shall have a positive EBITDA for the four Fiscal Quarter period most recently
      ended (calculated, as applicable, in accordance with the definition of "EBITDA"
      herein and clause (iv) of the definition of "Pro Forma Basis"); provided,
      however,
      that
      the satisfaction of the condition contained in this clause (a) shall not be
      required in connection with any Permitted Acquisition in which the aggregate
      consideration paid by Borrower and its Subsidiaries is less than
      $15,000,000;

     

    
      
        
        

      

      
        -117-

        
          

        

      

      
        
        

      

    

    (b)  Borrower
      shall have complied with the requirements of subsections 6.8 and 6.9,
      to
      the extent applicable, on or promptly following the Permitted Acquisition
      Closing Date;

     

    (c)  Borrower
      shall have delivered a disclosure statement updating each of the schedules
      to
      this Agreement and the other Loan Documents to reflect any factual revisions
      or
      modifications to the information set forth therein resulting from such
      acquisition; provided
      that any
      such update which alters the substantive effect of any representation or
      warranty, covenant or any other term or condition of this Agreement or any
      other
      Loan Document or which discloses an event or circumstance that, in any case,
      would otherwise require the consent of Administrative Agent, Requisite Lenders
      or Lenders to such modification, event or circumstance, shall not constitute
      a
      modification of this Agreement or any other Loan Document or a permitted
      disclosure hereunder or thereunder, and shall not excuse any Event of Default
      or
      Potential Event of Default which may otherwise arise in connection therewith,
      without written consent required hereunder of Administrative Agent, Requisite
      Lenders or Lenders, as the case may be;

     

    (d)  the
      sum
      of
      (1) the aggregate amount of Cash consideration paid by Borrower and
      its
      Subsidiaries for Permitted Acquisitions permitted in reliance on this
      subsection 7.3(xi) and (2) the aggregate amount of Indebtedness
      assumed or created in connection with any such Permitted Acquisitions permitted
      in reliance on this subsection 7.3(xi), shall not exceed $40,000,000
      in any
      Fiscal Year; provided,
      that
      such maximum amount for any Fiscal Year shall be increased by an amount equal
      to
      the lesser of (I) the excess of the maximum amount for the previous
      Fiscal
      Year (determined after giving effect to any increase under this proviso) over
      such sum for the previous Fiscal Year and (II) $10,000,000;

     

    (e)  after
      giving effect to such acquisition, (1) Borrower and its Subsidiaries
      shall
      not be engaged in any business not permitted by subsection 7.11,
      (2) Borrower shall be in compliance on a pro
      forma basis
      after giving effect to such acquisition (and any Indebtedness incurred in
      connection therewith) with each of the financial covenants contained in
      subsection 7.6, (3) no Event of Default or Potential Event of
      Default
      shall have occurred and be continuing or would result from such acquisition,
      and
      (4) Borrower shall have delivered to Administrative Agent an Officer’s
      Certificate to the effect set forth in the foregoing clauses (1) through
      (3) and a Compliance Certificate to evidence clause (2);

     

    (f)  (x)
      prior
      to the consummation of any Permitted Acquisition having EBITDA attributable
      to
      the New Business or Person so acquired (calculated, as applicable, in accordance
      with the definition of "EBITDA" herein or such other definition of EBITDA as
      may
      be reasonably acceptable to Administrative Agent for the four Fiscal Quarter
      period most recently ended prior to the Permitted Acquisition Closing Date
      (the
      "Relevant
      Period"))
      equal
      to or greater than (A) 5% of EBITDA of Parent and its Subsidiaries
      (calculated without giving effect to such Permitted Acquisition) for the
      Relevant Period or (B) 10% of the total consolidated revenues of Parent
      and
      its Subsidiaries (calculated without giving effect to such Permitted
      Acquisition) for the Relevant Period, Borrower shall deliver to Administrative
      Agent a copy, prepared in conformity with GAAP (subject to year-end adjustments
      and the absence of footnotes), of audited financial statements of the Person
      or
      New Business so acquired as of the last day of the Relevant Period and
      (y) prior to the consummation of any Permitted Acquisition having EBITDA
      attributable to the New Business or Person so acquired (calculated, as
      applicable, in accordance with the definition of "EBITDA" herein or such other
      definition of EBITDA as may be reasonably acceptable to Administrative Agent
      for
      the Relevant Period) less
      than
      (A) 5% of EBITDA of Parent and its Subsidiaries (calculated without
      giving
      effect to such Permitted Acquisition) for the Relevant Period or (B) 10%
      of
      total consolidated revenues of Parent and its Subsidiaries (calculated without
      giving effect to such Permitted Acquisition) for the Relevant Period, Borrower
      shall deliver to Administrative Agent a copy, prepared in conformity with GAAP
      (subject to year-end adjustments and the absence of footnotes), of reviewed
      financial statements of the Person or New Business so acquired as of the last
      day of the Relevant Period; and

     

    
      
        
        

      

      
        -118-

        
          

        

      

      
        
        

      

    

    (g)  on
      or
      before the Permitted Acquisition Closing Date, Lenders shall have received
      from
      Borrower such other documents and information (including financial information)
      in respect of such Permitted Acquisition and New Business as any Lender may
      reasonably request;

     

    (xii)  Borrower
      may consummate the Aluma Acquisition; and

     

    (xiii)  Borrower
      may purchase the Sponsor Preferred Stock from the Sponsor (a) so long as no
      Event of Default or Potential Event of Default shall have occurred and be
      continuing on the date such Investment is to be made, nor would an Event of
      Default or Potential Event of Default result from the making of such Investment,
      with the Net Debt Securities Proceeds of any Permitted Additional Subordinated
      Financing permitted under subsection 7.1(xi)(a), for a purchase price
      not
      to exceed the sum of (w) the aggregate liquidation preference thereof,
plus
      (x) any
      and all dividends accrued through such date and not previously paid to the
      Sponsor, plus
      (y) any
      and all redemption premiums and any and all other amounts that would have been
      due and payable to the Sponsor if the Sponsor Preferred Stock was redeemed
      on
      the date of purchase, plus
      (z) any
      and all related fees and expenses, or (b) otherwise in an aggregate
      amount
      in lieu of, and not in excess of the amount of, Restricted Junior Payments
      permitted to be made under clause (vi)(2) of the proviso to
      subsection 7.5.

     

    
      	7.4         
               	
              Contingent
                Obligations.

            


    

     

    Each
      of
      Parent and Borrower shall not, and shall not permit any of its Subsidiaries
      to,
      directly or indirectly, create or become or remain liable with respect to any
      Contingent Obligation, except:

     

    (i)  (a) Subsidiaries
      of Borrower may become and remain liable with respect to Contingent Obligations
      in respect of the Subsidiary Guaranty, and (b) Parent may become and remain
      liable with respect to Contingent Obligations in respect of the Parent
      Guaranty;

     

    (ii)  Parent
      and Subsidiaries of Borrower may become and remain liable with respect to
      Contingent Obligations in respect of the Indebtedness under the Senior
      Subordinated Notes Indenture and any indenture governing any Permitted
      Additional Subordinated Financing; provided
      that
      (a) no guaranty by Parent or any Subsidiary of Borrower of such
      Indebtedness shall be permitted unless Parent or such Subsidiary shall have
      also
      provided a guaranty of, and provided security for, the Obligations
      (substantially on the terms set forth in the Parent Guaranty, the Subsidiary
      Guaranty and the Security Agreement (as set forth in subsection 6.8))
      and
      (b) such guaranty shall be subordinated to the guaranty of the Obligations
      on terms at least as favorable to Lenders as those contained in the
      subordination provisions of such Indebtedness;

     

    (iii)  Borrower
      may become and remain liable with respect to Contingent Obligations in respect
      of Letters of Credit;

     

    (iv)  Borrower
      may become and remain liable with respect to Contingent Obligations under Hedge
      Agreements entered into for non-speculative purposes; 

     

    
      
        
        

      

      
        -119-

        
          

        

      

      
        
        

      

    

    (v)  Borrower
      and its Subsidiaries may become and remain liable with respect to Contingent
      Obligations in respect of customary indemnification and purchase price
      adjustment obligations incurred in connection with Asset Sales or other sales
      of
      assets consistent with past business practices;

     

    (vi)  Borrower
      and its Subsidiaries, as applicable, may remain liable with respect to
      Contingent Obligations existing on the Restatement Date and described in
Schedule 7.4
      annexed
      hereto; and

     

    (vii)  Borrower
      and its Subsidiaries may become and remain liable with respect to other
      Contingent Obligations; provided
      that the
      maximum aggregate liability, contingent or otherwise, of Borrower and its
      Subsidiaries in respect of all such Contingent Obligations shall at no time
      exceed $10,000,000.

     

    
      	7.5        
              	
              Restricted
                Junior Payments.

            


    

     

    Parent
      and Borrower shall not, and shall not permit any of their respective
      Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
      any sum for any Restricted Junior Payment; provided
      that (i)
      Borrower may purchase the Sponsor Preferred Stock from the Sponsor in accordance
      with the terms of Section 7.3(xiii)(a), (ii)(x) Borrower may make regularly
      scheduled payments of interest in respect of any Senior Subordinated Notes
      and
      any Permitted Additional Subordinated Financing in accordance with the terms
      of,
      and only to the extent required by, and subject to the subordination provisions
      contained in, the Senior Subordinated Note Indenture or the indenture governing
      any such Permitted Additional Subordinated Financing, as the case may be, as
      any
      such indenture may be amended from time to time to the extent permitted under
      subsection 7.12B, (y) Parent may make regularly scheduled payments of interest
      in kind in respect of any Parent Junior Subordinated Notes in accordance with
      the terms of, and only to the extent required by, and subject to the
      subordination provisions contained in, the Parent Junior Subordinated Note
      Indenture, as such agreement may be amended from time to time to the extent
      permitted under subsection 7.12B, and (z) after the fifth anniversary of the
      Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default
      or Potential Event of Default shall have occurred and be continuing on the
      date
      such Restricted Junior Payment is declared or to be made, nor would an Event
      of
      Default or Potential Event of Default result from the making of such Restricted
      Junior Payment, (1) Parent may make regularly scheduled payments of interest
      in
      cash in respect of any Parent Junior Subordinated Notes in accordance with
      the
      terms of, and only to the extent required by, and subject to the subordination
      provisions contained in, the Parent Junior Subordinated Note Indenture, as
      such
      agreement may be amended from time to time to the extent permitted under
      subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent
      in an amount necessary to permit Parent to make Restricted Junior Payments
      in
      accordance with the immediately preceding clause (z)(1), so long as Parent
      applies the amount of any such Restricted Junior Payment for such purpose,
      (iii) dividends may accumulate (but may not be paid except as otherwise
      provided herein) on the Sponsor Preferred Stock in accordance with the Sponsor
      Preferred Stock Documents, (iv) Borrower may make Restricted Junior
      Payments to Parent (a) in an aggregate amount not to exceed $1,000,000
      in
      any Fiscal Year, to the extent necessary to permit Parent to pay its overhead
      expenses and (b) in an amount necessary to permit Parent to discharge
      the
      consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in
      each case so long as Parent applies the amount of any such Restricted Junior
      Payment for such purpose, (v) Borrower may make Restricted Junior Payments
      to pay Additional Costs in accordance with the definition of Additional Costs,
      and (vi) so long as (A) no Event of Default or Potential Event of Default shall
      have occurred and be continuing on the date such Restricted Junior Payment
      is
      declared or to be made, nor would an Event of Default or Potential Event of
      Default result from the making of such Restricted Junior Payment, (B) after
      giving effect to the making of such Restricted Junior Payment Borrower shall
      be
      in pro
      forma
      compliance with each of the covenants contained in subsection 7.6 for the most
      recent full Fiscal Quarter immediately preceding the date of the payment of
      such
      Restricted Junior Payment for which the relevant financial information has
      been
      delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower
      shall have delivered to Administrative Agent an Officer’s Certificate in form
      and substance satisfactory to Administrative Agent (including a calculation
      of
      the compliance with the covenants contained in subsection 7.6) certifying as
      to
      the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower
      may
      make Restricted Junior Payments to Parent to the extent necessary to permit
      Parent to purchase, redeem, acquire or otherwise retire for value shares of
      Capital Stock of Parent held by directors, officers or employees of Parent
      or
      Borrower or any of their respective Subsidiaries, or options on any such shares
      or related stock appreciation rights or similar securities owned by such
      directors, officers or employees (or their estates of beneficiaries under their
      estates), in all cases only upon death, disability, retirement, termination
      of
      employment or pursuant to the terms of such stock option plan or any other
      agreement under which such shares of Capital Stock, options, related rights
      or
      similar securities were issued, in an aggregate amount not to exceed $5,000,000
      in any Fiscal Year; provided
      that
      Borrower may carry forward to each succeeding Fiscal Year the aggregate amount
      of Restricted Payments permitted (but not made) pursuant to this clause (vi)(1)
      in prior Fiscal Years, with up to a maximum amount of $10,000,000 over the
      term
      of this Agreement and (2) Borrower may make Restricted Junior Payments in an
      aggregate amount not to exceed $3,000,000 in any Fiscal Year; provided
      that (A)
      Borrower may carry forward to each succeeding Fiscal Year the aggregate amount
      of Restricted Payments permitted (but not made) pursuant to this clause (vi)(2)
      in prior Fiscal Years, with up to a maximum amount of $10,000,000 during the
      term of this Agreement and (B) the amount of Restricted Junior Payments that
      would otherwise be permitted pursuant to this clause (vi)(2) shall be reduced
      on
      a dollar-for-dollar basis by the amount of any Investments made pursuant to
      subsection 7.3(xiii)(b).

     

    
      
        
        

      

      
        -120-

        
          

        

      

      
        
        

      

    

     

     

    
      	7.6         
               	
              Financial
                Covenants.

            


    

     

    A.  Minimum
      Interest Coverage Ratio.
      Each
      Loan Party shall not permit the ratio of (i) EBITDA to (ii) Cash
      Interest Expense, in each case calculated on a Pro Forma Basis, for any
      four-Fiscal Quarter period ending during any of the periods set forth below
      to
      be less than the correlative ratio indicated:

     

    
      	
               

              Period

            	
               

              Minimum
                Interest 

              Coverage
                Ratio

            
	
               

              Restatement
                Date through September 30, 2006

            	
               

              1.75
                to 1.00

            
	
               

              October
                1, 2006, through December 31, 2008

            	
               

              2.00
                to 1.00

            
	
               

              January
                1, 2009 and thereafter

            	
               

              2.25
                to 1.00

            


    

     

    B.  Maximum
      Leverage Ratio.
      Each
      Loan Party shall not permit the Leverage Ratio, calculated on a Pro Forma Basis
      as of the last day of the most recently ended Fiscal Quarter ending during
      any
      of the periods set forth below to exceed the correlative ratio
      indicated:

     

    
      	
               

              Period

            	
               

              Maximum
                Leverage Ratio

            
	
               

              Restatement
                Date, through September 30, 2006

            	
               

              6.00
                to 1.00

            
	
               

              October
                1, 2006, through December 31, 2006

            	
               

              5.75
                to 1.00

            
	
               

              January
                1, 2007, through December 31, 2007

            	
               

              4.75
                to 1.00

            
	
               

              January 1,
                2008, through December 31, 2008

            	
               

              4.00
                to 1.00

            
	
               

              January
                1, 2009 and thereafter

            	
               

              3.00
                to 1.00

            


    

    


    
      	7.7         
               	
              Restriction
                on Fundamental Changes; Asset Sales.

            


    

     

    Each
      of
      Parent and Borrower shall not, and shall not permit any of its Subsidiaries
      to,
      alter the corporate, capital or legal structure of Parent or any of its
      Subsidiaries, or enter into any transaction of merger or consolidation, or
      liquidate, wind-up or dissolve itself (or suffer any liquidation or
      dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
      transfer or otherwise dispose of, in one transaction or a series of
      transactions, all or any part of its business, property or assets (including
      its
      notes or receivables and Capital Stock of a Subsidiary, whether newly issued
      or
      outstanding), whether now owned or hereafter acquired, except:

     

    
      
        
        

      

      
        -121-

        
          

        

      

      
        
        

      

    

    (i)  (x) any
      Subsidiary of Borrower may be merged with or into Borrower or any wholly-owned
      Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any
      part of its business, property or assets may be conveyed, sold, leased,
      transferred or otherwise disposed of, in one transaction or a series of
      transactions, to Borrower or any wholly-owned Subsidiary Guarantor; provided
      that, in
      the case of such a merger, Borrower or such wholly-owned Subsidiary Guarantor
      shall be the continuing or surviving Person, (y) any Foreign Subsidiary
      of
      Borrower may be merged with or into any other Foreign Subsidiary of Borrower,
      or
      be liquidated, wound up or dissolved, or all or any part of its business,
      property or assets may be conveyed, sold, leased, transferred or otherwise
      disposed of, in one transaction or a series of transactions, to any Foreign
      Subsidiary of Borrower and (z)(1) Borrower and any Subsidiary of Borrower
      may convert from a corporation to a limited liability company (or, in respect
      of
      any Canadian Subsidiary, an unlimited liability company), or vice versa, and
      (2) any Subsidiary of Borrower may change its jurisdiction of incorporation
      or formation, in either case so long as (a) if any such Subsidiary was
      a
      Domestic Subsidiary before giving effect to such conversion or change, it will
      continue to be a Domestic Subsidiary after giving effect to such conversion
      or
      change, (b) if any such Subsidiary was a Subsidiary Guarantor before
      giving
      effect to such conversion or change, it will continue to be a Subsidiary
      Guarantor after giving effect to such conversion or change, (c) in the
      case
      of the conversion of Borrower from a corporation to a limited liability company,
      Borrower shall provide in its limited liability company constituent documents
      that its membership interests shall constitute "Securities" within the meaning
      of Article 8 of the Delaware UCC and one or more certificates representing
      all such membership interests shall be pledged by Parent to Administrative
      Agent, for the benefit of Lenders, promptly following such conversion of
      Borrower, (d) if the Capital Stock of such Subsidiary was pledged to
      Administrative Agent (or to any Supplemental Collateral Agent), for the benefit
      of Lenders, before giving effect to such conversion or change, it will continue
      to be (or will immediately become) pledged to Administrative Agent (or to a
      Supplemental Collateral Agent), for the benefit of Lenders, after giving effect
      to such conversion or change, (e) Borrower shall deliver a written notice
      under subsection 6.1(xv) with respect to such Subsidiary as though such
      Subsidiary had become a Subsidiary of Parent or Borrower as a result of such
      conversion or change (it being understood that such written notice shall be
      deemed to supplement Schedule 5.1
      annexed
      hereto for all purposes of this Agreement), and (f) Borrower shall,
      and
      shall cause the other Loan Parties to, give notice of such conversion or change
      in accordance with the Security Agreement, deliver updated schedules to the
      Security Agreement, take such other actions as may be required under the
      Security Agreement, this Agreement, and the other Loan Documents, and take
      such
      further actions (including, without limitation, actions similar to those
      contemplated by subsections 6.8 and 6.9 of this Agreement) as may be
      necessary or, in the opinion of Administrative Agent, desirable in order to
      continue and maintain the existence, attachment, perfection, and priority of
      all
      Liens in favor of Administrative Agent (or any Supplemental Collateral Agent),
      for the benefit of Lenders, on the Capital Stock or assets of such Subsidiary
      as
      in effect before giving effect to such conversion or change;

     

    (ii)  Borrower
      and its Subsidiaries may sell or otherwise dispose of assets in transactions
      that do not constitute Asset Sales; provided
      that the
      consideration received for such assets shall be in an amount at least equal
      to
      the fair market value thereof;

     

    (iii)  Notwithstanding
      clause (ii) above, Borrower and its Subsidiaries may dispose of obsolete,
      worn out or surplus property in the ordinary course of business; 

     

    
      
        
        

      

      
        -122-

        
          

        

      

      
        
        

      

    

    (iv)  Borrower
      and its Subsidiaries may make (A) the Concrete Construction Asset Sale
      and
      (B) Asset Sales (other than the Concrete Construction Asset Sale) of assets
      having a fair market value not in excess of $20,000,000 in any Fiscal Year
      and
      $40,000,000 in the aggregate for all such Asset Sales during the term of this
      Agreement; provided
      that
      (a) the consideration received for such assets shall be in an amount
      at
      least equal to the fair market value thereof; (b) the sole consideration
      received shall consist of not less than 80% in Cash; and (c) the proceeds
      of such Asset Sales shall be applied as required by subsection 2.4B(iii)(a)
      or subsection 2.4D;

     

    (v)  in
      order
      to resolve disputes that occur in the ordinary course of business, Borrower
      and
      its Subsidiaries may discount or otherwise compromise for less than the face
      value thereof, notes or accounts receivable; 

     

    (vi)  Borrower
      or a Subsidiary may sell or dispose of shares of Capital Stock of any of its
      Subsidiaries in order to qualify members of the Governing Body of the Subsidiary
      if required by applicable law;

     

    (vii)  Any
      Person may substantially simultaneously be merged or consolidated with or into
      Borrower or any Subsidiary if the acquisition of the Capital Stock of such
      Person by Borrower or such Subsidiary would have been permitted pursuant to
      subsection 7.3; provided
      that
      (a) in the case of Borrower, Borrower shall be the continuing or surviving
      Person, (b) if a Subsidiary is not the surviving or continuing Person,
      the
      surviving Person becomes a Subsidiary and complies with the provisions of
      subsection 6.8 and (c) no Potential Event of Default or Event
      of
      Default shall have occurred or be continuing after giving effect thereto;
      and

     

    (viii)  Parent
      may issue and sell the Sponsor Preferred Stock to the Sponsor.

     

    
      	7.8         
               	
              Capital
                Expenditures.

            


    

     

    (i)  Each
      of
      Parent and Borrower shall not, and shall not permit its Subsidiaries to, make
      or
      incur Capital Expenditures net of any proceeds received by Borrower from the
      sale of scaffolding (other than new scaffolding), in any Fiscal Year indicated
      below, in an aggregate amount in excess of the corresponding amount (the
      "Maximum
      Consolidated Net Capital Expenditures Amount")
      set
      forth below opposite such Fiscal Year; provided
      that (a)
      the Maximum Consolidated Net Capital Expenditures Amount for any Fiscal Year
      shall be increased by an amount equal to the excess, if any, of the Maximum
      Consolidated Net Capital Expenditures Amount for the previous Fiscal Year over
      the actual amount of Capital Expenditures (net of any proceeds received by
      Borrower or any Subsidiary from the sale of scaffolding equipment (other than
      scaffolding inventory held for sale in the ordinary course of business)) for
      such previous Fiscal Year and (b) the Maximum Consolidated Net Capital
      Expenditures Amount that would otherwise be permitted in any such Fiscal Year
      pursuant to this subsection 7.8 (including as a result of the application of
      clause (a) above) may be increased by an amount not to exceed $10,000,000
      (the "CapEx
      Pull-Forward Amount").
      The
      actual CapEx Pull-Forward Amount in respect of any such Fiscal Year shall
      reduce, on a dollar-for-dollar basis, the Maximum Consolidated Net Capital
      Expenditures Amount applicable to the immediately succeeding Fiscal Year
      (provided
      that,
      other than in respect of the 2012 Fiscal Year, the Company may apply the CapEx
      Pull-Forward Amount in such immediately succeeding Fiscal Year): 

     

    


    
      
        
        

      

      
        -123-

        
          

        

      

      
        
        

      

    

     

    
      	
               

              Fiscal
                Year

            	
               

              Maximum
                Consolidated Net

              Capital
                Expenditures

            
	
               

              2005

            	
               

              $41,000,000

            
	
               

              2006

            	
               

              $50,000,000

            
	
               

              2007
                and each Fiscal Year thereafter

            	
               

              $38,000,000

            


    

    


    (ii)  Notwithstanding
      anything contained herein to the contrary, Borrower and its Subsidiaries may
      make or incur Capital Expenditures actually made or incurred with cash capital
      contributions made after the Closing Date to Borrower or any of its Subsidiaries
      by Equity Investors (through Holdings and Parent) and specifically identified
      in
      a certificate delivered by an Officer of Borrower to Administrative Agent on
      or
      about the time such capital contribution is made; provided
      that the
      aggregate amount of all such Capital Expenditures made or incurred after the
      Closing Date shall not exceed $40,000,000.

     

    
      	7.9         
               	
              Transactions
                with Shareholders and Affiliates.

            


    

     

    Each
      of
      Parent and Borrower shall not, and shall not permit any of its Subsidiaries
      to,
      directly or indirectly, enter into or permit to exist any transaction (including
      the purchase, sale, lease or exchange of any property or the rendering of any
      service) with any holder of 10% or more of any class of equity Securities of
      Holdings, Parent or Borrower or with any Affiliate of Holdings, Parent or
      Borrower or of any such holder, on terms that are less favorable to Borrower
      or
      such other Loan Party, as the case may be, than those that might be obtained
      at
      the time from Persons who are not such a holder or Affiliate; provided
      that the
      foregoing restriction shall not apply to (i) any transaction between
      Parent
      or Borrower and any of the wholly-owned Subsidiaries of Parent or between any
      of
      the wholly-owned Subsidiaries of Parent, (ii) reasonable and customary
      fees
      paid to members of the Governing Bodies of Parent and its Subsidiaries,
      (iii) the acquisition by Borrower of the Sponsor Preferred Stock from
      the
      Sponsor in accordance with subsection 7.3(xiii), (iv) any advisory fee in
      connection with the Aluma Acquisition paid by Parent or Borrower to the Sponsor
      on the Restatement Date in an aggregate amount not to exceed $2,000,000, (v)
      any
      transaction fee in connection with the issuance and sale of the Sponsor
      Preferred Stock paid by Parent or Borrower to the Sponsor on the Restatement
      Date in an aggregate amount not to exceed $600,000, and (vi) the Currency
      Agreement entered into by Borrower with JPMorgan Chase Bank, N.A. on May 11,
      2005 with respect to the fixing of the Dollar/Canadian Dollar exchange rate
      of
      the cash consideration payable in connection with the Aluma
      Acquisition.

     

    
      	7.10         
               	
              Limitations
                on Sales and Lease-Backs.

            


    

     

    Each
      of
      Parent and Borrower shall not, and shall not permit any of its Subsidiaries
      to,
      directly or indirectly, become or remain liable as lessee or as a guarantor
      or
      other surety with respect to any lease, whether an Operating Lease or a Capital
      Lease, of any property (whether real, personal or mixed), whether now owned
      or
      hereafter acquired, (i) that Parent or any of its Subsidiaries has sold
      or
      transferred or is to sell or transfer to any other Person (other than Parent
      or
      any of its Subsidiaries) or (ii) that Parent or any of its Subsidiaries
      intends to use for substantially the same purpose as any other property that
      has
      been or is to be sold or transferred by Parent or any of its Subsidiaries to
      any
      Person (other than Parent or any of its Subsidiaries) in connection with such
      lease; provided,
      however,
      that
      Borrower and its Subsidiaries may become and remain liable as lessee, guarantor
      or other surety with respect to any such lease, to the extent that the aggregate
      proceeds resulting from the sale of any such property in connection with any
      such transaction, together with the Net Asset Sales Proceeds that are not
      Repayable Net Asset Sale Proceeds pursuant to subsection 2.4B(iii), shall not
      exceed $3,000,000 in any Fiscal Year; and provided,
      further,
      that
      Borrower and its Subsidiaries may make Property Sale-Leasebacks.

     

    
      
        
        

      

      
        -124-

        
          

        

      

      
        
        

      

    

     

     

    
      	7.11         
               	
              Conduct
                of Business.

            


    

     

    From
      and
      after the Restatement Date, Borrower shall not, and shall not permit any of
      its
      Subsidiaries to, engage in any business other than (i) the businesses
      (and
      immaterial ancillary businesses) engaged in by Borrower and its Subsidiaries
      on
      the Restatement Date (after giving effect to the Aluma Acquisition) and similar
      or related businesses and (ii) such other lines of business as may be
      consented to by Requisite Lenders. Parent shall not (i) engage in any
      business other than entering into and performing its obligations under and
      in
      accordance with the Loan Documents and Related Agreements to which it is a
      party
      or (ii) own any assets other than (a) the Capital Stock of Borrower
      and (b) Cash and Cash Equivalents in an amount not to exceed $500,000
      at
      any one time for the purpose of paying general operating expenses of Parent
      or
      otherwise holding such Cash or Cash Equivalent pending application.

     

    
      	7.12        
                	
              Amendments
                or Waivers of Certain Agreements; Amendments of Documents Relating
                to
                Indebtedness.

            


    

     

    A.  Amendments
      or Waivers of Certain Agreements; Indebtedness.
      Neither
      Parent nor Borrower nor any of its Subsidiaries will agree to any material
      amendment to, or waive any of its material rights under, any Related Agreement
      after the Closing Date (other than amendments to the Parent Certificate of
      Incorporation as contemplated by the Sponsor Preferred Stock Documents) without
      in each case obtaining the prior written consent of Requisite Lenders to such
      amendment or waiver.

     

    B.  Amendments
      of Documents Relating to Subordinated Indebtedness.
      Borrower
      shall not, and shall not permit any of its Subsidiaries to, amend or otherwise
      change the terms of any Subordinated Indebtedness, or make any payment
      consistent with an amendment thereof or change thereto, if the effect of such
      amendment or change is to increase the interest rate on such Subordinated
      Indebtedness, change (to earlier dates) any dates upon which payments of
      principal or interest are due thereon, change any event of default or condition
      to an event of default with respect thereto (other than to eliminate any such
      event of default or increase any grace period related thereto), change the
      redemption, prepayment or defeasance provisions thereof, change the
      subordination provisions thereof (or of any guaranty thereof), or change any
      collateral therefor (other than to release such collateral), or if the effect
      of
      such amendment or change, together with all other amendments or changes made,
      is
      to increase materially the obligations of the obligor thereunder or to confer
      any additional rights on the holders of such Subordinated Indebtedness (or
      a
      trustee or other representative on their behalf) which would be adverse to
      Borrower or Lenders.

     

    C.  Amendment
      of Aluma Acquisition Documents.
      Neither
      Borrower nor any of its Subsidiaries will agree to any material amendment to,
      or
      waive any of its material rights under any Aluma Acquisition Document after
      the
      Restatement Date, in any such case, if such amendment or waiver would reasonably
      be expected to be materially adverse to the interests of Borrower or Lenders,
      without in each case obtaining the prior written consent of Administrative
      Agent
      and Requisite Lenders to such amendment or waiver.

     

    
      
        
        

      

      
        -125-

        
          

        

      

      
        
        

      

    

    D.  Amendment
      of Sponsor Preferred Stock Documents. Neither
      Borrower nor Parent will agree to any material amendment to, or waive any of
      its
      material rights under any Sponsor Preferred Stock Document after the Restatement
      Date, in any such case, if such amendment or waiver would reasonably be expected
      to be materially adverse to the interests of Borrower, Parent or Lenders,
      without in each case obtaining the prior written consent of Administrative
      Agent
      or Requisite Lenders to such amendment or waiver.

     

    
      	7.13        
                	
              Fiscal
                Year.

            


    

     

    Neither
      Parent nor Borrower shall change its Fiscal Year-end from
      December 31.

     

    Section
      8.        EVENTS OF
      DEFAULT

     

    If
      any of
      the following conditions or events ("Events
      of Default")
      shall
      occur:

     

    
      	8.1        
                	
              Failure
                to Make Payments When Due.

            


    

     

    Failure
      by Borrower to pay any installment of principal of any Loan when due, whether
      at
      stated maturity, by acceleration, by notice of voluntary prepayment, by
      mandatory prepayment or otherwise; failure by Borrower to pay when due any
      amount payable to an Issuing Lender in reimbursement of any drawing under a
      Letter of Credit; or failure by Borrower to pay any interest on any Loan or
      any
      fee or any other amount due under this Agreement within 3 Business Days after
      the date due; or

     

    
      	8.2        
               	
              Default
                in Other Agreements.

            


    

     

    (i)  Failure
      of any Loan Party to pay when due any principal of or interest on or any other
      amount payable in respect of one or more items of Indebtedness (other than
      Indebtedness referred to in subsection 8.1) or Contingent Obligations
      in an
      individual principal amount of $10,000,000 or more or with an aggregate
      principal amount of $10,000,000 or more, in each case beyond the end of any
      grace period provided therefor; or

     

    (ii)  breach
      or
      default by any Loan Party with respect to any other material term of
      (a) one or more items of Indebtedness or Contingent Obligations in the
      individual or aggregate principal amounts referred to in clause (i)
      above
      or (b) any loan agreement, mortgage, indenture or other agreement relating
      to such item(s) of Indebtedness or Contingent Obligation(s), if the effect
      of
      such breach or default is to cause, or to permit the holder or holders of that
      Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder
      or holders) to cause, that Indebtedness or Contingent Obligation(s) to become
      or
      be declared due and payable prior to its stated maturity or the stated maturity
      of any underlying obligation, as the case may be (upon the giving or receiving
      of notice, lapse of time, both, or otherwise); or

     

     

    
      
        
        

      

      
        -126-

        
          

        

      

      
        
        

      

    

    
      	8.3        
                	
              Breach
                of Certain Covenants.

            


    

     

    Failure
      of Borrower to perform or comply with any term or condition contained in
      subsection 2.5, 6.1(i), or 6.2 or Section 7 of this Agreement;
      or

     

    
      	8.4         
               	
              Breach
                of Warranty.

            


    

     

    Any
      representation, warranty, certification or other statement made by Borrower
      or
      any of the other Loan Parties in any Loan Document or in any statement or
      certificate at any time given by any of the Loan Parties in writing pursuant
      hereto or thereto or in connection herewith or therewith shall be false in
      any
      material respect on the date as of which made; or

     

    
      	8.5         
               	
              Other
                Defaults Under Loan Documents.

            


    

     

    Any
      Loan
      Party shall default in the performance of or compliance with any term contained
      in this Agreement or any of the other Loan Documents, other than any such term
      referred to in any other subsection of this Section 8, and such
      default shall not have been remedied or waived within 30 days after the earlier
      of (i) an Officer of Borrower or such Loan Party becoming aware of such
      default or (ii) receipt by Borrower and such Loan Party of notice from
      Administrative Agent or any Lender of such default; or 

     

    
      	8.6        
                	
              Involuntary
                Bankruptcy; Appointment of Receiver, etc..

            


    

     

    (i)  A
      court
      having jurisdiction in the premises shall enter a decree or order for relief
      in
      respect of Parent, Borrower or any Material Subsidiary of Parent in an
      involuntary case under the Bankruptcy Code or under any other applicable
      bankruptcy, insolvency or similar law now or hereafter in effect, which decree
      or order is not stayed; or any other similar relief shall be granted under
      any
      applicable federal or state law; or 

     

    (ii)  an
      involuntary case shall be commenced against Parent, Borrower or any other
      Material Subsidiary of Parent under the Bankruptcy Code or under any other
      applicable bankruptcy, insolvency or similar law now or hereafter in effect;
      or
      a decree or order of a court having jurisdiction in the premises for the
      appointment of a receiver, liquidator, sequestrator, trustee, custodian or
      other
      officer having similar powers over Parent, Borrower or any Material Subsidiary
      of Parent, or over all or a substantial part of its property, shall have been
      entered; or there shall have occurred the involuntary appointment of an interim
      receiver, trustee or other custodian of Parent, Borrower or any Material
      Subsidiary of Parent for all or a substantial part of its property; or a warrant
      of attachment, execution or similar process shall have been issued against
      any
      substantial part of the property of Parent, Borrower or any Material Subsidiary
      of Parent, and any such event described in this clause (ii) shall continue
      for 60 days unless dismissed, bonded or discharged; or

     

    
      
        
        

      

      
        -127-

        
          

        

      

      
        
        

      

    

     

    
      	8.7        
                	
              Voluntary
                Bankruptcy; Appointment of Receiver, etc..

            


    

     

    (i)  Parent,
      Borrower or any Material Subsidiary of Parent shall have an order for relief
      entered with respect to it or commence a voluntary case under the Bankruptcy
      Code or under any other applicable bankruptcy, insolvency or similar law now
      or
      hereafter in effect, or shall consent to the entry of an order for relief in
      an
      involuntary case, or to the conversion of an involuntary case to a voluntary
      case, under any such law, or shall consent to the appointment of or taking
      possession by a receiver, trustee or other custodian for all or a substantial
      part of its property; or Parent, Borrower or any Material Subsidiary of Parent
      shall make any assignment for the benefit of creditors; or 

     

    (ii)  Parent,
      Borrower or any Material Subsidiary of Parent shall be unable, or shall fail
      generally, or shall admit in writing its inability, to pay its debts as such
      debts become due; or the Governing Body of Parent, Borrower or any Material
      Subsidiary of Parent (or any committee thereof) shall adopt any resolution
      or
      otherwise authorize any action to approve any of the actions referred to in
      clause (i) above or this clause (ii); or

     

    
      	8.8         
               	
              Judgments
                and Attachments.

            


    

     

    Any
      money
      judgment, writ or warrant of attachment or similar process involving (i) in
      any individual case an amount in excess of $10,000,000 or (ii) in the
      aggregate at any time an amount in excess of $10,000,000 (in either case not
      adequately covered by insurance as to which a solvent and unaffiliated insurance
      company has acknowledged coverage) shall be entered or filed against Parent
      or
      any of its Subsidiaries or any of their respective assets and shall remain
      undischarged, unvacated, unbonded or unstayed for a period of 60 days
      (or
      in any event later than five days prior to the date of any proposed sale
      thereunder); or

     

    
      	8.9      
                	
              Dissolution.

            


    

     

    Any
      order, judgment or decree shall be entered against Borrower or any other Loan
      Party decreeing the dissolution or split up of Borrower or such other Loan
      Party
      and such order shall remain undischarged or unstayed for a period in excess
      of
      30 days; or

     

    
      	8.10         	
              Employee
                Benefit Plans.

            


    

     

    There
      shall occur one or more ERISA Events which individually or in the aggregate
      results in or might reasonably be expected to result in liability of any Loan
      Party in excess of $5,000,000 during the term of this Agreement; or there shall
      exist an amount of liability from unfunded benefit liabilities, calculated
      in
      accordance with the provisions of subsection 5.11D, which exceeds $5,000,000;
      or

     

    
      
        
        

      

      
        -128-

        
          

        

      

      
        
        

      

    

     

     

    
      	8.11        
               	
              Change
                in Control.

            


    

     

    A
      Change
      in Control shall have occurred; or

     

    
      	8.12       
               	
              Invalidity
                of Loan Documents; Failure of Security; Repudiation of
                Obligations.

            


    

     

    At
      any
      time after the execution and delivery thereof, (i) any Loan Document
      or any
      provision thereof, for any reason other than the satisfaction in full of all
      Obligations, shall cease to be in full force and effect (other than in
      accordance with its terms) or shall be declared to be null and void,
      (ii) Administrative Agent shall not have or shall cease to have (or
      Borrower or any other Loan Party shall assert in writing that Administrative
      Agent does not have or has ceased to have) a valid and perfected First Priority
      Lien in any Collateral purported to be covered by the Collateral Documents,
      in
      each case for any reason other than the failure of Administrative Agent or
      any
      Lender to take any action within its control and except to the extent that
      (a)
      such event relates to assets of Borrower or any of its Subsidiaries which are,
      individually and in the aggregate, immaterial and (b) such event is insured
      under a title insurance policy issued to Administrative Agent for the benefit
      of
      Lenders and the relevant insurer accepts in writing liability for any loss
      or
      damage sustained by Administrative Agent as a result of it ceasing to have
      a
      valid and perfected First Priority Lien under the insured Mortgage and
      acknowledges in writing that the insured Mortgage is fully covered by the title
      insurance policy and that Administrative Agent’s recovery is not subject to any
      restrictions other than the provisions, conditions and stipulations set forth
      in
      the relevant title insurance policy, or (iii) any Loan Party shall contest
      the validity or enforceability of any Loan Document or any provision thereof
      in
      writing or deny in writing that it has any further liability, including with
      respect to future advances by Lenders, under any Loan Document or any provision
      thereof to which it is a party.

     

    THEN
      (i) upon the occurrence of any Event of Default described in
      subsection 8.6 or 8.7, each of (a) the unpaid principal amount
      of and
      accrued interest on the Loans, (b) an amount equal to the maximum amount
      that may at any time be drawn under all Letters of Credit then outstanding
      (whether or not any beneficiary under any such Letter of Credit shall have
      presented, or shall be entitled at such time to present, the drafts or other
      documents or certificates required to draw under such Letter of Credit), and
      (c) all other Obligations shall automatically become immediately due
      and
      payable, without presentment, demand, protest or other requirements of any
      kind,
      all of which are hereby expressly waived by Borrower, and the obligation of
      each
      Lender to make any Loan, the obligation of Administrative Agent to issue any
      Letter of Credit and the right of any Lender to issue any Letter of Credit
      hereunder shall thereupon terminate, and (ii) upon the occurrence and
      during the continuation of any other Event of Default, Administrative Agent
      shall, upon the written request or with the written consent of Requisite
      Lenders, by written notice to Borrower, declare all or any portion of the
      amounts described in clauses (a) through (c) above to be, and the same
      shall forthwith become, immediately due and payable, and the obligation of
      each
      Lender to make any Loan, the obligation of Administrative Agent to issue any
      Letter of Credit and the right of any Lender to issue any Letter of Credit
      hereunder shall thereupon terminate; provided
      that the
      foregoing shall not affect in any way the obligations of Revolving Lenders
      or LC
      Facility Lenders or Synthetic Letter of Credit Lenders, as the case may be,
      under subsection 3.3C(i) or the obligations of Revolving Lenders to
      purchase assignments of any unpaid Swing Line Loans as provided in
      subsection 2.1A(iii).

     

    Any
      amounts described in clause (b) above, when received by Administrative
      Agent, shall be held by Administrative Agent pursuant to the terms of the
      Security Agreement and shall be applied as therein provided. 

     

    
      
        
        

      

      
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    Section
      9.            ADMINISTRATIVE
      AGENT

     

    
      	9.1          
               	
              Appointment.

            


    

     

    A.  Appointment
      of Administrative Agent.
      Credit
      Suisse is hereby appointed Administrative Agent hereunder and under the other
      Loan Documents. Each Lender hereby authorizes Administrative Agent to act as
      its
      agent in accordance with the terms of this Agreement and the other Loan
      Documents. Administrative Agent agrees to act upon the express conditions
      contained in this Agreement and the other Loan Documents, as applicable. The
      provisions of this Section 9 are solely for the benefit of Administrative
      Agent and Lenders and no Loan Party shall have rights as a third party
      beneficiary of any of the provisions thereof. In performing its functions and
      duties under this Agreement, Administrative Agent (other than as provided in
      subsection 2.1D) shall act solely as an agent of Lenders and does not
      assume and shall not be deemed to have assumed any obligation towards or
      relationship of agency or trust with or for Borrower or any other Loan
      Party.

     

    B.  Appointment
      of Supplemental Collateral Agents.
      It is
      the purpose of this Agreement and the other Loan Documents that there shall
      be
      no violation of any law of any jurisdiction denying or restricting the right
      of
      banking corporations or associations to transact business as agent or trustee
      in
      such jurisdiction. It is recognized that in case of litigation under this
      Agreement or any of the other Loan Documents, and in particular in case of
      the
      enforcement of any of the Loan Documents, or in case Administrative Agent deems
      that by reason of any present or future law of any jurisdiction it may not
      exercise any of the rights, powers or remedies granted herein or in any of
      the
      other Loan Documents or take any other action which may be desirable or
      necessary in connection therewith, it may be necessary that Administrative
      Agent
      appoint an additional individual or institution as a separate trustee,
      co-trustee, collateral agent or collateral co-agent (any such additional
      individual or institution being referred to herein individually as a
      "Supplemental
      Collateral Agent"
      and
      collectively as "Supplemental
      Collateral Agents").

     

    In
      the
      event that Administrative Agent appoints a Supplemental Collateral Agent with
      respect to any Collateral, (i) each and every right, power, privilege
      or
      duty expressed or intended by this Agreement or any of the other Loan Documents
      to be exercised by or vested in or conveyed to Administrative Agent with respect
      to such Collateral shall be exercisable by and vest in such Supplemental
      Collateral Agent to the extent, and only to the extent, necessary to enable
      such
      Supplemental Collateral Agent to exercise such rights, powers and privileges
      with respect to such Collateral and to perform such duties with respect to
      such
      Collateral, and every covenant and obligation contained in the Loan Documents
      and necessary to the exercise or performance thereof by such Supplemental
      Collateral Agent shall run to and be enforceable by either Administrative Agent
      or such Supplemental Collateral Agent, and (ii) the provisions of this
      Section 9 and of subsections 10.2 and 10.3 that refer to Administrative
      Agent shall inure to the benefit of such Supplemental Collateral Agent and
      all
      references therein to Administrative Agent shall be deemed to be references
      to
      Administrative Agent and/or such Supplemental Collateral Agent, as the context
      may require.

     

    Should
      any instrument in writing from Borrower or any other Loan Party be required
      by
      any Supplemental Collateral Agent so appointed by Administrative Agent for
      more
      fully and certainly vesting in and confirming to him or it such rights, powers,
      privileges and duties, Borrower shall, or shall cause such Loan Party to,
      execute, acknowledge and deliver any and all such instruments promptly upon
      request by Administrative Agent. In case any Supplemental Collateral Agent,
      or a
      successor thereto, shall die, become incapable of acting, resign or be removed,
      all the rights, powers, privileges and duties of such Supplemental Collateral
      Agent, to the extent permitted by law, shall vest in and be exercised by
      Administrative Agent until the appointment of a new Supplemental Collateral
      Agent.

     

     

    
      
        
        

      

      
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      	9.2        
                	
              Powers
                and Duties; General Immunity.

            


    

     

    A.  Powers;
      Duties Specified.
      Each
      Lender irrevocably authorizes Administrative Agent to take such action on such
      Lender’s behalf and to exercise such powers, rights and remedies hereunder and
      under the other Loan Documents as are specifically delegated or granted to
      Administrative Agent by the terms hereof and thereof, together with such powers,
      rights and remedies as are reasonably incidental thereto. Administrative Agent
      shall have only those duties and responsibilities that are expressly specified
      in this Agreement and the other Loan Documents. Administrative Agent may
      exercise such powers, rights and remedies and perform such duties by or through
      its agents or employees. Administrative Agent shall not have, by reason of
      this
      Agreement or any of the other Loan Documents, a fiduciary relationship in
      respect of any Lender or Borrower; and nothing in this Agreement or any of
      the
      other Loan Documents, expressed or implied, is intended to or shall be so
      construed as to impose upon Administrative Agent any obligations in respect
      of
      this Agreement or any of the other Loan Documents except as expressly set forth
      herein or therein.

     

    B.  No
      Responsibility for Certain Matters.
      No Agent
      shall be responsible to any Lender for the execution, effectiveness,
      genuineness, validity, enforceability, collectibility or sufficiency of this
      Agreement or any other Loan Document or for any representations, warranties,
      recitals or statements made herein or therein or made in any written or oral
      statements or in any financial or other statements, instruments, reports or
      certificates or any other documents furnished or made by such Agent to Lenders
      or by or on behalf of any Loan Party to such Agent or any Lender in connection
      with the Loan Documents and the transactions contemplated thereby or for the
      financial condition or business affairs of Borrower or any other Person liable
      for the payment of any Obligations, nor shall such Agent be required to
      ascertain or inquire as to the performance or observance of any of the terms,
      conditions, provisions, covenants or agreements contained in any of the Loan
      Documents or as to the use of the proceeds of the Loans or the use of the
      Letters of Credit or as to the existence or possible existence of any Event
      of
      Default or Potential Event of Default. Anything contained in this Agreement
      to
      the contrary notwithstanding, Administrative Agent shall not have any liability
      arising from confirmations of the amount of outstanding Loans, the Revolving
      Letter of Credit Usage or the LC Facility Letter of Credit Usage or the
      Synthetic Letter of Credit Usage or the component amounts thereof.

     

    C.  Exculpatory
      Provisions.
      No Agent
      or any of its officers, directors, employees or agents shall be liable to
      Lenders for any action taken or omitted by such Agent under or in connection
      with any of the Loan Documents except to the extent caused by such Agent’s gross
      negligence or willful misconduct. An Agent shall be entitled to refrain from
      any
      act or the taking of any action (including the failure to take an action) in
      connection with this Agreement or any of the other Loan Documents or from the
      exercise of any power, discretion or authority vested in it hereunder or
      thereunder unless and until such Agent shall have received instructions in
      respect thereof from Requisite Lenders (or such other Lenders as may be required
      to give such instructions under subsection 10.6) and, upon receipt of
      such
      instructions from Requisite Lenders (or such other Lenders, as the case may
      be),
      such Agent shall be entitled to act or (where so instructed) refrain from
      acting, or to exercise such power, discretion or authority, in accordance with
      such instructions. Without prejudice to the generality of the foregoing,
      (i) each Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any communication, instrument or document believed by it to be
      genuine and correct and to have been signed or sent by the proper person or
      persons, and shall be entitled to rely and shall be protected in relying on
      opinions and judgments of attorneys (who may be attorneys for Parent and its
      Subsidiaries), accountants, experts and other professional advisors selected
      by
      it; and (ii) no Lender shall have any right of action whatsoever against
      an
      Agent as a result of such Agent acting or (where so instructed) refraining
      from
      acting under this Agreement or any of the other Loan Documents in accordance
      with the instructions of Requisite Lenders (or such other Lenders as may be
      required to give such instructions under subsection 10.6).

     

    
      
        
        

      

      
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    D.  Agents
      Entitled to Act as Lender.
      The
      agency hereby created shall in no way impair or affect any of the rights and
      powers of, or impose any duties or obligations upon, an Agent in its individual
      capacity as a Lender hereunder. With respect to its participation in the Loans
      and the Letters of Credit, an Agent shall have the same rights and powers
      hereunder as any other Lender and may exercise the same as though it were not
      performing the duties and functions delegated to it hereunder, and the term
      "Lender" or "Lenders" or any similar term shall, unless the context clearly
      otherwise indicates, include each Agent in its individual capacity. An Agent
      and
      its Affiliates may accept deposits from, lend money to, acquire equity interests
      in and generally engage in any kind of commercial banking, investment banking,
      trust, financial advisory or other business with Parent or any of its Affiliates
      as if it were not performing the duties specified herein, and may accept fees
      and other consideration from any Loan Party for services in connection with
      this
      Agreement and otherwise without having to account for the same to
      Lenders.

     

    
      	9.3        
                	
              Independent
                Investigation by Lenders; No Responsibility For Appraisal of
                Creditworthiness.

            


    

     

    Each
      Lender agrees that it has made its own independent investigation of the
      financial condition and affairs of the Loan Parties in connection with the
      making of the Loans and the issuance of Letters of Credit hereunder and that
      it
      has made and shall continue to make its own appraisal of the creditworthiness
      of
      the Loan Parties. No Agent shall have any duty or responsibility, either
      initially or on a continuing basis, to make any such investigation or any such
      appraisal on behalf of Lenders or to provide any Lender with any credit or
      other
      information with respect thereto, whether coming into its possession before
      the
      making of the Loans or at any time or times thereafter, and no Agent shall
      have
      any responsibility with respect to the accuracy of or the completeness of any
      information provided to Lenders.

     

    
      	9.4        
                	
              Right
                to Indemnity.

            


    

     

    Each
      Lender, in proportion to its Pro Rata Share, severally agrees to indemnify
      each
      Agent and its officers, directors, employees, agents, attorneys, professional
      advisors and Affiliates to the extent that any such Person shall not have been
      reimbursed by any Loan Party, for and against any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses (including counsel fees and disbursements and fees and disbursements
      of
      any financial advisor engaged by Agents) or disbursements of any kind or nature
      whatsoever which may be imposed on, incurred by or asserted against an Agent
      or
      and other such Persons in exercising the powers, rights and remedies of an
      Agent
      or performing duties of an Agent hereunder or under the other Loan Documents
      or
      otherwise in its capacity as Agent in any way relating to or arising out of
      this
      Agreement or the other Loan Documents; provided
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of an Agent resulting from such Agent’s gross negligence or willful misconduct.
      If any indemnity furnished to an Agent or any other such Person for any purpose
      shall, in the opinion of such Agent, be insufficient or become impaired, such
      Agent may call for additional indemnity and cease, or not commence, to do the
      acts indemnified against until such additional indemnity is
      furnished.

     

    
      	9.5        
                	
              Successor
                Administrative Agent and Swing Line Lender.

            


    

     

    A.  Successor
      Administrative Agent.
      Any
      Agent may resign at any time by giving 30 days’ prior written notice
      thereof to Lenders and Borrower. Upon any such notice of resignation, Requisite
      Lenders may, with prior written consent of Borrower (which consent shall not
      be
      unreasonably withheld) appoint a successor Administrative Agent; provided
      that no
      consent of Borrower shall be required during the occurrence of an Event of
      Default hereunder. Upon the acceptance of any appointment as Administrative
      Agent hereunder by a successor Administrative Agent, that successor
      Administrative Agent shall thereupon succeed to and become vested with all
      the
      rights, powers, privileges and duties of the retiring Administrative Agent
      and
      the retiring Administrative Agent shall be discharged from its duties and
      obligations under this Agreement. After any retiring Agent’s resignation
      hereunder as an Agent, the provisions of this Section 9 shall inure
      to its
      benefit as to any actions taken or omitted to be taken by it while it was an
      Agent under this Agreement.

     

    
      
        
        

      

      
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    B.  Successor
      Swing Line Lender.
      Any
      resignation of Administrative Agent pursuant to subsection 9.5A shall
      also
      constitute the resignation of Credit Suisse or its successor as Swing Line
      Lender, and any successor Administrative Agent appointed pursuant to
      subsection 9.5A shall, upon its acceptance of such appointment, become
      the
      successor Swing Line Lender for all purposes hereunder. In such event
      (i) Borrower shall prepay any outstanding Swing Line Loans made by the
      retiring or removed Administrative Agent in its capacity as Swing Line Lender,
      (ii) upon such prepayment, the retiring Administrative Agent and Swing
      Line
      Lender shall surrender any Swing Line Note held by it to Borrower for
      cancellation, and (iii) if so requested by the successor Administrative
      Agent and Swing Line Lender in accordance with subsection 2.1E, Borrower
      shall issue a new Swing Line Note to the successor Administrative Agent and
      Swing Line Lender substantially in the form of Exhibit
      VI
      annexed
      hereto, in the principal amount of the Swing Line Loan Commitment then in effect
      and with other appropriate insertions.

     

    
      	9.6        
                	
              Collateral
                Documents and Guaranties.

            


    

     

    Each
      Lender hereby further authorizes Administrative Agent, on behalf of and for
      the
      benefit of Lenders, to enter into each Collateral Document as secured party
      and
      to be the agent for and representative of Lenders under each Guaranty and each
      Lender agrees to be bound by the terms of each Collateral Document and each
      Guaranty; provided
      that
      Administrative Agent shall not (i) enter into or consent to any material
      amendment, modification, termination or waiver of any provision contained in
      any
      Collateral Document or Guaranty or (ii) release any Collateral (except
      as
      otherwise expressly permitted or required pursuant to the terms of this
      Agreement or the applicable Collateral Document), in each case without the
      prior
      consent of Requisite Lenders (or, if required pursuant to subsection 10.6,
      all Lenders); provided,
      further,
      however,
      that,
      without further written consent or authorization from Lenders, Administrative
      Agent may execute any documents or instruments necessary to (a) release
      any
      Lien encumbering any item of Collateral that is the subject of a sale or other
      disposition of assets permitted by this Agreement or to which Requisite Lenders
      have otherwise consented, (b) release any Subsidiary Guarantor from
      the
      Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor
      is
      sold to any Person (other than an Affiliate of Borrower) pursuant to a sale
      or
      other disposition permitted hereunder or to which Requisite Lenders have
      otherwise consented or (c) subordinate the Liens of Administrative Agent,
      on behalf of Lenders, to any Liens permitted by subsection 7.2;
provided
      that, in
      the case of a sale of such item of Collateral or stock referred to in
      subdivision (a) or (b), the requirements of subsection 10.14
      are
      satisfied. Anything contained in any of the Loan Documents to the contrary
      notwithstanding, Borrower, Administrative Agent and each Lender hereby agree
      that (1) no Lender shall have any right individually to realize upon
      any of
      the Collateral under any Collateral Document or to enforce any Guaranty, it
      being understood and agreed that all powers, rights and remedies under the
      Collateral Documents and the Guaranties may be exercised solely by
      Administrative Agent for the benefit of Lenders in accordance with the terms
      thereof, and (2) in the event of a foreclosure by Administrative Agent
      on
      any of the Collateral pursuant to a public or private sale, Administrative
      Agent
      or any Lender may be the purchaser of any or all of such Collateral at any
      such
      sale and Administrative Agent, as agent for and representative of Lenders (but
      not any Lender or Lenders in its or their respective individual capacities
      unless Requisite Lenders shall otherwise agree in writing) shall be entitled,
      for the purpose of bidding and making settlement or payment of the purchase
      price for all or any portion of the Collateral sold at any such public sale,
      to
      use and apply any of the Obligations as a credit on account of the purchase
      price for any collateral payable by Administrative Agent at such
      sale.

     

    
      	9.7        
                	
              Duties
                of Other Agents.

            


    

     

    Co-Documentation
      Agents, Syndication
      Agent and each of the Co-Arrangers shall have no right (except, in the case
      of
      Co-Arrangers, such rights as are expressly set forth herein), power, obligation,
      liability, responsibility or duty under this Agreement other than those
      applicable to all Lenders as such. Without limiting the foregoing, none of
      such
      Agents shall have or be deemed to have a fiduciary relationship with any Lender.
      

     

    
      
        
        

      

      
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      	9.8        
                	
              Administrative
                Agent May File Proofs of Claim.

            


    

     

    In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to Parent, Borrower or any of the other Subsidiaries of
      Parent, Administrative Agent (irrespective of whether the principal of any
      Loan
      shall then be due and payable as herein expressed or by declaration or otherwise
      and irrespective of whether Administrative Agent shall have made any demand
      on
      Borrower) shall be entitled and empowered, by intervention in such proceeding
      or
      otherwise

     

    (i)  to
      file
      and prove a claim for the whole amount of principal and interest owing and
      unpaid in respect of the Loans and any other Obligations that are owing and
      unpaid and to file such other papers or documents as may be necessary or
      advisable in order to have the claims of Lenders and Agents (including any
      claim
      for the reasonable compensation, expenses, disbursements and advances of Lenders
      and Agents and their agents and counsel and all other amounts due Lenders and
      Agents under subsections 2.3 and 10.2) allowed in such judicial proceeding,
      and

     

    (ii)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute the same;

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to Administrative Agent and, in the event that
      Administrative Agent shall consent to the making of such payments directly
      to
      Lenders, to pay to Administrative Agent any amount due for the reasonable
      compensation, expenses, disbursements and advances of Agents and their agents
      and counsel, and any other amounts due Agents under subsections 2.3
      and
      10.2.

     

    Nothing
      herein contained shall be deemed to authorize Administrative Agent to authorize
      or consent to or accept or adopt on behalf of any Lender any plan of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lenders or to authorize Administrative Agent to vote in
      respect of the claim of any Lender in any such proceeding.

     

    Section
      10.            MISCELLANEOUS

     

    
      	10.1        
                	
              Successors
                and Assigns; Assignments and Participations in Loans and Letters
                of
                Credit.

            


    

     

    A.  General.
      This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns and shall inure to the benefit of the parties hereto
      and
      the successors and assigns of Lenders (it being understood that Lenders’ rights
      of assignment are subject to the further provisions of this
      subsection 10.1). Neither Borrower’s rights or obligations hereunder nor
      any interest therein may be assigned or delegated by Borrower without the prior
      written consent of all Lenders (and any attempted assignment or transfer by
      Borrower without such consent shall be null and void). No sale, assignment
      or
      transfer or participation of any Revolving Letter of Credit, LC Facility Letter
      of Credit or Synthetic Letter of Credit, as the case may be, (or any
      participation therein) may be made separately from a sale, assignment, transfer
      or participation of a corresponding interest in the Revolving Loan Commitment
      and the Revolving Loans of the Revolving Lenders or in the LC Facility
      Commitment and the LC Facility Loans of the LC Facility Lenders or in the
      Synthetic Letter of Credit Commitment and the Synthetic Letter of Credit Loans
      of the Synthetic Letter of Credit Lenders, as the case may be, effecting such
      sale, assignment, transfer or participation. Anything contained herein to the
      contrary notwithstanding, except as provided in subsection 2.1A(iii)
      and
      subsection 10.5, the Swing Line Loan Commitment and the Swing Line Loans
      of
      Swing Line Lender may not be sold, assigned or transferred as described below
      to
      any Person other than a successor Administrative Agent and Swing Line Lender
      to
      the extent contemplated by subsection 9.5. 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
      and, to the extent expressly contemplated hereby, the Affiliates of each of
      Administrative Agent and Lenders) any legal or equitable right, remedy or claim
      under or by reason of this Agreement.

     

    
      
        
        

      

      
        -134-

        
          

        

      

      
        
        

      

    

    B.  Assignments.

     

    (i)  Amounts
      and Terms of Assignments.
      Any
      Lender may assign to one or more Eligible Assignees all or any portion of its
      rights and obligations under this Agreement; provided
      that
      (a), except (1) in the case of an assignment of the entire remaining
      amount of the assigning Lender’s rights and obligations under this Agreement or
      (2) in the case of an assignment to a Lender or an Affiliate of a Lender
      or
      an Approved Fund of a Lender, the aggregate amount of the Revolving Loan
      Exposure, Term Loan Exposure, LC Facility Exposure or Synthetic Letter of Credit
      Exposure, as the case may be, of the assigning Lender and the assignee subject
      to each such assignment shall not be less than $5,000,000, in the case of any
      assignment of a Revolving Loan, the Dollar Equivalent of $1,000,000, in the
      case
      of any assignment of a Term Loan, or $2,500,000, in the case of any assignment
      of a LC Facility Loan or Synthetic Letter of Credit Loan, unless each of
      Administrative Agent and, so long as no Event of Default has occurred and is
      continuing, Borrower otherwise consents (each such consent not to be
      unreasonably withheld or delayed), (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 with respect to the Loan or the
      Commitment assigned, (c) the parties to each assignment shall (1)
      electronically execute and deliver to Administrative Agent, for its acceptance
      and recording, an Assignment Agreement, via an electronic settlement system
      acceptable to Administrative Agent (which shall initially be ClearPar LLC)
      or
      (2) manually execute and deliver to Administrative Agent an Assignment
      Agreement, together with a processing and recordation fee of $3,500 (at
      Administrative Agent’s discretion), and the Eligible Assignee, if it shall not
      be a Lender, shall deliver to Administrative Agent information reasonably
      requested by Administrative Agent, including such forms, certificates or other
      evidence, if any, with respect to United States federal income tax withholding
      matters and with respect to information requested under the Patriot Act as
      the
      assignee under such Assignment Agreement may be required to deliver to
      Administrative Agent pursuant to subsection 2.7B(iii), (d) in
      the case
      of an assignment of all or a portion of a Revolving Loan Commitment of any
      Lender, Administrative Agent, Swing Line Lender and each Revolving Issuing
      Lender shall have given their prior written consent to such assignment,
      (e) (1) in the case of an assignment of all or a portion of an
      LC
      Facility Commitment of any Lender, Administrative Agent and each LC Facility
      Issuing Lender shall have given their prior written consent to such assignment
      and (2) in the case of an assignment of all or a portion of a Synthetic
      Letter of Credit Commitment of any Lender, Administrative Agent and each
      Synthetic Letter of Credit Issuing Lender shall have given their prior written
      consent to such assignment, and (f), except in the case of an assignment to
      another Lender (and except as provided in subclauses (d) and (e) of this
      sentence), an Affiliate of a Lender or an Approved Fund of a Lender,
      Administrative Agent and, if no Event of Default has occurred and is continuing,
      Borrower, shall have consented thereto (which consent shall not be unreasonably
      withheld). Upon such execution, delivery
      and consent, from and after the effective date specified in such Assignment
      Agreement, (y) the assignee thereunder shall be a party hereto and,
      to the
      extent that rights and obligations hereunder have been assigned to it pursuant
      to such Assignment Agreement, shall have the rights and obligations of a Lender
      hereunder and (z) the assigning Lender thereunder shall, to the extent
      that
      rights and obligations hereunder have been assigned by it pursuant to such
      Assignment Agreement, relinquish its rights (other than any rights which survive
      the termination of this Agreement under subsection 10.9B) and be released
      from its obligations under this Agreement (and, in the case of an Assignment
      Agreement covering all or the remaining portion of an assigning Lender’s rights
      and obligations under this Agreement, such Lender shall cease to be a party
      hereto; provided
      that,
      anything contained in any of the Loan Documents to the contrary notwithstanding,
      if such Lender is the Issuing Lender with respect to any outstanding Letters
      of
      Credit such Lender shall continue to have all rights and obligations of an
      Issuing Lender with respect to such Letters of Credit until the cancellation
      or
      expiration of such Letters of Credit and the reimbursement of any amounts drawn
      thereunder). The assigning Lender shall, upon the effectiveness of such
      assignment or as promptly thereafter as practicable, surrender its Notes, if
      any, to Administrative Agent for cancellation, and thereupon new Notes shall,
      if
      so requested by the assignee and/or the assigning Lender in accordance with
      subsection 2.1E, be issued to the assignee and/or to the assigning Lender,
      substantially in the form of Exhibit IV,
      Exhibit V,
      Exhibit VII
      or
Exhibit
      VIII
      annexed
      hereto, as the case may be, with appropriate insertions, to reflect the new
      Commitments and/or outstanding Term Loans, Revolving Loans, LC Facility Loans
      or
      Synthetic Letter of Credit Loans, as the case may be, of the assignee and/or
      the
      assigning Lender. Without the consent of Administrative Agent, (I) the
      LC
      Facility Certificate of Deposit funded by any LC Facility Lender shall not
      be
      released in connection with any assignment of its LC Facility Commitment, but
      shall instead be purchased by the relevant assignee and continue to be held
      for
      application (if not already applied) pursuant to subsections 3.3B(ii)
      and
      3.3C(i)(b) in respect of such assignee’s obligations under the LC Facility
      Commitment assigned to it and (II) the Credit-Linked Deposit funded
      by any
      Synthetic Letter of Credit Lender shall not be released in connection with
      any
      assignment of its Synthetic Letter of Credit Commitment, but shall instead
      be
      purchased by the relevant assignee and continue to be held for application
      (if
      not already applied) pursuant to subsections 3.3B(iii) and 3.3C(i)(c)
      in
      respect of such assignee’s obligations under the Synthetic Letter of Credit
      Commitment assigned to it. Other than as provided in subsection 2.1A(iii)
      and subsection 10.5, any assignment or transfer by a Lender of rights
      or
      obligations under this Agreement that does not comply with this
      subsection 10.1B 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 subsection 10.1C. 

     

    
      
        
        

      

      
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    (ii)  Acceptance
      by Administrative Agent; Recordation in Register.
      Upon
      its receipt of an Assignment Agreement executed by an assigning Lender and
      an
      assignee representing that it is an Eligible Assignee, together with the
      processing and recordation fee referred to in subsection 10.1B(i) (if
      applicable) and any forms, certificates or other evidence with respect to United
      States federal income tax withholding matters that such assignee may be required
      to deliver to Administrative Agent pursuant to subsection 2.7B(iii),
      Administrative Agent shall, if Administrative Agent has consented to the
      assignment evidenced thereby (to the extent such consent is required pursuant
      to
      subsection 10.1B(i)), (a) accept such Assignment Agreement by
      executing a counterpart thereof as provided therein (which acceptance shall
      evidence any required consent of Administrative Agent to such assignment) and
      (b) record the information contained therein in the Register.
      Administrative Agent shall maintain a copy of each Assignment Agreement
      delivered to and accepted by it as provided in this
      subsection 10.1B(ii).

     

    (iii)  Special
      Purpose Funding Vehicles.
      Notwithstanding anything to the contrary contained in this subsection 10.1B,
      any
      Lender (a "Granting
      Lender")
      may
      grant to a special purpose funding vehicle (a "SPC"),
      identified as such in writing from time to time by the Granting Lender to
      Administrative Agent, the option to provide to Borrower all or any part of
      any
      Loan that such Granting Lender would otherwise be obligated to make to Borrower;
      provided
      that (i)
      nothing herein shall constitute a commitment by any SPC to make any Loan and
      (ii) if an SPC elects not to exercise such option or otherwise fails to provide
      all or any part of such Loan, the Granting Lender shall be obligated to make
      such Loan. The making of a Supplemental Term B Loan, Supplemental Canadian
      Dollar Term B Loan, LC Facility Loan, Synthetic Letter of Credit Loan or
      Revolving Loan by an SPC hereunder shall utilize the Supplemental Term B
      Loan Commitment, Supplemental Canadian Dollar Term B Loan Commitment, LC
      Facility Commitment, Synthetic Letter of Credit Commitment or Revolving Loan
      Commitment, as applicable, of the Granting Lender to the same extent, and as
      if,
      such Loan were made by such Granting Lender. Each party hereto hereby agrees
      that no SPC 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 SPC, it will not institute
      against, or join any other person in instituting against, such SPC 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 subsection 10.1,
      any
      SPC may (i) with notice to, but without the prior written consent of,
      Administrative Agent and without paying any processing fee therefor, assign
      all
      or a portion of its interests in any Loan to the Granting Lender or to any
      financial institutions (consented to by Administrative Agent) providing
      liquidity and/or credit support to or for the account of such SPC to support
      the
      funding or maintenance of any Loans and (ii) disclose on a confidential basis
      any non-public information relating to its Loans to any rating agency,
      commercial paper dealer or provider of any surety, guarantee or credit or
      liquidity enhancement to such SPC. This section may not be amended without
      the
      written consent of each SPC.

     

    C.  Participations.
      Any
      Lender may, without the consent of, or notice to, Borrower or Administrative
      Agent, sell participations to one or more Persons (other than a natural Person
      or Borrower or any of its Affiliates) in all or a portion of such Lender’s
      rights and/or obligations under this Agreement; provided
      that
      (i) such Lender’s obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations and (iii) Borrower,
      Administrative Agent and Lenders shall continue to deal solely and directly
      with
      such Lender in connection with such Lender’s rights and obligations under this
      Agreement. Any agreement or instrument pursuant to which a Lender sells such
      a
      participation shall provide that such Lender shall retain the sole right to
      enforce this Agreement and to approve any amendment, modification or waiver
      of
      any provision of this Agreement; provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      directly affecting (i) the extension of the regularly scheduled maturity
      of
      any portion of the principal amount of or interest on any Loan allocated to
      such
      participation or (ii) a reduction of the principal amount of or the
      rate of
      interest payable on any Loan allocated to such participation. Subject to the
      further provisions of this subsection 10.1C, Borrower agrees that each
      Participant shall be entitled to the benefits of subsections 2.6D and 2.7 to
      the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection 10.1B. To the extent permitted by law, each
      Participant also shall be entitled to the benefits of subsection 10.4
      as
      though it were a Lender, provided
      such
      Participant agrees to be subject to subsection 10.5 as though it were
      a
      Lender. A Participant shall not be entitled to receive any greater payment
      under
      subsections 2.6D and 2.7 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 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 subsection 2.7 unless Borrower
      is
      notified of the participation sold to such Participant and such Participant
      agrees, for the benefit of Borrower, to comply with subsection 2.7B(iii)
      as
      though it were a Lender. Each Lender that sells a participation in any Loan,
      Commitment or other interest to a Participant shall, as agent of Borrower solely
      for the purpose of this Section 10.1C, record in book entries maintained by
      such
      Lender the name and amount of the participating interest of each Participant
      entitled to receive payments in respect of such participating
      interest.

     

    
      
        
        

      

      
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    D.  Pledges
      and Assignments.
      Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its Loans, and the other Obligations owed to such Lender, to secure
      obligations of such Lender, including without limitation any pledge or
      assignment to secure obligations to any Federal Reserve Bank; provided
      that
      (i) no Lender shall be relieved of any of its obligations hereunder
      as a
      result of any such assignment or pledge and (ii) in no event shall any
      assignee or pledgee be considered to be a "Lender" or be entitled to require
      the
      assigning Lender to take or omit to take any action hereunder.

     

    E.  Information.
      Each
      Lender may furnish any information concerning Parent and its Subsidiaries in
      the
      possession of that Lender from time to time to assignees and participants
      (including prospective assignees and participants), subject to
      subsection 10.19.

     

    F.  Agreements
      of Lenders.
      Each
      Lender listed on the signature pages hereof hereby agrees (i) that it
      is an
      Eligible Assignee described in clause (ii) of the definition thereof;
      (ii) that it has experience and expertise in the making of loans such
      as
      the Loans; and (iii) that it will make its Loans for its own account
      in the
      ordinary course of its business and without a view to distribution of such
      Loans
      within the meaning of the Securities Act or the Exchange Act or other federal
      securities laws (it being understood that, subject to the provisions of this
      subsection 10.1, the disposition of such Loans or any interests therein
      shall at all times remain within its exclusive control). By executing and
      delivering an Assignment Agreement, the assigning Lender thereunder and the
      assignee thereunder shall be deemed to confirm to and agree with each other
      and
      the other parties hereto as follows:  (i) such assigning
      Lender
      warrants that it is the legal and beneficial owner of the interest being
      assigned thereby free and clear of any adverse claim and that its Commitment
      and
      the outstanding balances of its Loans, in each case without giving effect to
      assignments thereof which have not become effective, are as set forth in such
      Assignment Agreement, (ii) except as set forth in clause (i)
      above,
      such assigning Lender makes no representation or warranty and assumes no
      responsibility with respect to any statements, warranties or representations
      made in or in connection with this Agreement, or the execution, legality,
      validity, enforceability, genuineness, sufficiency or value of this Agreement,
      any other Loan Document or any other instrument or document furnished pursuant
      hereto, or the financial condition of Borrower or any of its Subsidiaries or
      the
      performance or observance by Borrower or any of its Subsidiaries of any of
      its
      obligations under this Agreement, any other Loan Document or any other
      instrument or document furnished pursuant hereto, (iii) such assignee
      represents and warrants that it is legally authorized to enter into such
      Assignment Agreement, (iv) such assignee confirms that it has received
      a
      copy of this Agreement, together with copies of the most recent financial
      statements referred to in subsection 5.3 or delivered pursuant to subsection
      6.1
      and such other documents and information as it has deemed appropriate to make
      its own credit analysis and decision to enter into such Assignment Agreement,
      (v) such assignee will independently and without reliance upon
      Administrative Agent, Collateral Agent, such assigning Lender or any other
      Lender and based on such documents and information as it shall deem appropriate
      at the time, continue to make its own credit decisions in taking or not taking
      action under this Agreement, (vi) such assignee appoints and authorizes
      Administrative Agent and Collateral Agent to take such action as agent on its
      behalf and to exercise such powers under this Agreement as are delegated to
      Administrative Agent and Collateral Agent, respectively, by the terms hereof,
      together with such powers as are reasonably incidental thereto, and
      (vii) such assignee agrees that it will perform in accordance with their
      terms all the obligations which by the terms of this Agreement are required
      to
      be performed by it as a Lender.

     

    
      
        
        

      

      
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      	10.2         
               	
              Expenses.

            


    

     

    Whether
      or not the transactions contemplated hereby shall be consummated, Borrower
      agrees to pay promptly (i) all reasonable costs and expenses of
      negotiation, preparation and execution of the Loan Documents and any consents,
      amendments, waivers or other modifications thereto; (ii) all costs and
      expenses of furnishing all opinions by counsel for Borrower (including any
      opinions requested by Agents or Lenders as to any legal matters arising
      hereunder) and of each Loan Party’s performance of and compliance with all
      agreements and conditions on its part to be performed or complied with under
      this Agreement and the other Loan Documents including with respect to confirming
      compliance with environmental, insurance and solvency requirements;
      (iii) all reasonable fees, expenses and disbursements of counsel to
      Administrative Agent (including allocated costs of internal counsel) in
      connection with the negotiation, preparation, execution and administration
      of
      the Loan Documents and any consents, amendments, waivers or other modifications
      thereto and any other documents or matters requested by Borrower; (iv) all
      costs and expenses of creating and perfecting Liens in favor of Administrative
      Agent on behalf of Lenders pursuant to any Collateral Document, including filing
      and recording fees, expenses and taxes, stamp or documentary taxes, search
      fees,
      title insurance premiums, and reasonable fees, expenses and disbursements of
      counsel to Administrative Agent and of counsel providing any opinions that
      Administrative Agent or Requisite Lenders may request in respect of the
      Collateral Documents or the Liens created pursuant thereto; (v) all
      costs
      and expenses (including the reasonable fees, expenses and disbursements of
      any
      auditors, accountants or appraisers and any environmental or other consultants,
      advisors and agents employed or retained by Administrative Agent or its counsel)
      of obtaining and reviewing any appraisals provided for under subsection 6.9B
      and
      any environmental audits or reports provided for under subsection 6.9A;
      (vi) all costs and expenses incurred by Administrative Agent in connection
      with the custody or preservation of any of the Collateral; (vii) all
      other
      costs and expenses incurred by Administrative Agent in connection with the
      syndication of the Commitments; (viii) all costs and expenses, including
      reasonable attorneys’ fees (including reasonable allocated costs of internal
      counsel) and fees, costs and expenses of accountants, advisors and consultants,
      incurred by Administrative Agent and its counsel relating to efforts to
      (a) evaluate or assess any Loan Party, its business or financial condition
      and (b) protect, evaluate, assess or dispose of any of the Collateral; and
      (ix)
      all costs and expenses, including reasonable attorneys’ fees (including
      reasonable allocated costs of internal counsel), reasonable fees, costs and
      expenses of accountants, advisors and consultants and costs of settlement,
      incurred by Administrative Agent and Lenders in enforcing any Obligations of
      or
      in collecting any payments due from any Loan Party hereunder or under the other
      Loan Documents (including in connection with the sale of, collection from,
      or
      other realization upon any of the Collateral or the enforcement of the Loan
      Documents) or in connection with any refinancing or restructuring of the credit
      arrangements provided under this Agreement in the nature of a "work-out" or
      pursuant to any insolvency or bankruptcy proceedings.

     

    
      	10.3        
                	
              Indemnity.

            


    

     

    In
      addition to the payment of expenses pursuant to subsection 10.2, whether
      or
      not the transactions contemplated hereby shall be consummated, Borrower agrees
      to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and
      hold harmless Agents and Lenders (including Issuing Lenders), and the officers,
      directors (or, if applicable, trustees and/or advisors), employees, agents
      and
      Affiliates of Agents and Lenders (collectively called the "Indemnitees"),
      from
      and against any and all Indemnified Liabilities (as hereinafter defined);
provided
      that
      Borrower shall not have any obligation to any Indemnitee hereunder with respect
      to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
      from the gross negligence or willful misconduct of that Indemnitee as determined
      by a final judgment of a court of competent jurisdiction.

     

    
      
        
        

      

      
        -138-

        
          

        

      

      
        
        

      

    

    As
      used
      herein, "Indemnified
      Liabilities"
      means,
      collectively, any and all liabilities, obligations, losses, damages (including
      natural resource damages), penalties, actions, judgments, suits, claims
      (including Environmental Claims), costs (including the reasonable costs of
      any
      investigation, study, sampling, testing, abatement, cleanup, removal,
      remediation or other response action necessary to remove, remediate, clean
      up or
      abate any Hazardous Materials Activity), expenses and disbursements of any
      kind
      or nature whatsoever (including the reasonable fees and disbursements of counsel
      for Indemnitees in connection with any investigative, administrative or judicial
      proceeding commenced or threatened by any Person, whether or not any such
      Indemnitee shall be designated as a party or a potential party thereto, and
      any
      fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
      direct, indirect or consequential and whether based on any federal, state or
      foreign laws, statutes, rules or regulations (including securities and
      commercial laws, statutes, rules or regulations and Environmental Laws), on
      common law or equitable cause or on contract or otherwise, that may be imposed
      on, incurred by, or asserted against any such Indemnitee, in any manner relating
      to or arising out of (i) this Agreement or the other Loan Documents
      or the
      transactions contemplated hereby or thereby (including Lenders’ agreement to
      make the Loans hereunder or the use or intended use of the proceeds thereof
      or
      the issuance of Letters of Credit hereunder or the use or intended use of any
      thereof, the failure of an Issuing Lender to honor a drawing under a Letter
      of
      Credit as a result of any act or omission, whether rightful or wrongful, of
      any
      present or future de jure or de facto Government Authority, or any enforcement
      of any of the Loan Documents (including any sale of, collection from, or other
      realization upon any of the Collateral or the enforcement of the Guaranties),
      but not including any amounts with respect to Taxes (which are addressed
      exclusively in subsection 2.7B), (ii) the statements contained in the
      commitment letter delivered by any Lender to Borrower with respect thereto,
      or
      (iii) any Environmental Claim or any Hazardous Materials Activity relating
      to or arising from, directly or indirectly, any past or present activity,
      operation, land ownership, or practice of any Loan Party.

     

    To
      the
      extent that the undertakings to defend, indemnify, pay and hold harmless set
      forth in this subsection 10.3 may be unenforceable in whole or in part
      because they are violative of any law or public policy, Borrower shall
      contribute the maximum portion that it is permitted to pay and satisfy under
      applicable law to the payment and satisfaction of all Indemnified Liabilities
      incurred by Indemnitees or any of them.

     

    
      	10.4        
                	
              Set-Off;
                Security Interest in Deposit Accounts.

            


    

     

    In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, upon the occurrence of any Event of
      Default each Lender is hereby authorized by Borrower at any time or from time
      to
      time, without notice to Borrower or to any other Person, any such notice being
      hereby expressly waived, to set off and to appropriate and to apply any and
      all
      deposits (general or special, time or demand, provisional or final, including
      Indebtedness evidenced by certificates of deposit, whether matured or unmatured,
      but not including trust accounts) and any other Indebtedness at any time held
      or
      owing by that Lender or any Affiliate of that Lender to or for the credit or
      the
      account of Borrower and each other Loan Party against and on account of the
      Obligations of Borrower or any other Loan Party to that Lender (or any Affiliate
      of that Lender) or to any other Lender (or any Affiliate of any other Lender)
      under this Agreement, the Letters of Credit and participations therein and
      the
      other Loan Documents, including all claims of any nature or description arising
      out of or connected with this Agreement, the Letters of Credit and
      participations therein or any other Loan Document, irrespective of whether
      or
      not (i) that Lender shall have made any demand hereunder or (ii) the
      principal of or the interest on the Loans or any amounts in respect of the
      Letters of Credit or any other amounts due hereunder shall have become due
      and
      payable pursuant to Section 8 and although said obligations and
      liabilities, or any of them, may be contingent or unmatured. Borrower hereby
      further grants to Administrative Agent and each Lender a security interest
      in
      all deposits and accounts maintained with Administrative Agent or such Lender
      as
      security for the Obligations.

     

    
      
        
        

      

      
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      	10.5        
                	
              Ratable
                Sharing.

            


    

     

    Lenders
      hereby agree among themselves that if any of them shall, whether by voluntary
      payment (other than a voluntary prepayment of Loans made and applied in
      accordance with the terms of this Agreement), by realization upon security,
      through the exercise of any right of set-off or banker’s lien, by counterclaim
      or cross action or by the enforcement of any right under the Loan Documents
      or
      otherwise, or as adequate protection of a deposit treated as cash collateral
      under the Bankruptcy Code, receive payment or reduction of a proportion of
      the
      aggregate amount of principal, interest, amounts payable in respect of Letters
      of Credit, fees and other amounts then due and owing to that Lender hereunder
      or
      under the other Loan Documents (collectively, the "Aggregate
      Amounts Due"
      to such
      Lender) that is greater than the proportion received by any other Lender in
      respect of the Aggregate Amounts Due to such other Lender, then the Lender
      receiving such proportionately greater payment shall (i) notify
      Administrative Agent and each other Lender of the receipt of such payment and
      (ii) apply a portion of such payment to purchase assignments (which
      it
      shall be deemed to have purchased from each seller of an assignment
      simultaneously upon the receipt by such seller of its portion of such payment)
      of the Aggregate Amounts Due to the other Lenders so that all such recoveries
      of
      Aggregate Amounts Due shall be shared by all Lenders in proportion to the
      Aggregate Amounts Due to them; provided
      that if
      all or part of such proportionately greater payment received by such purchasing
      Lender is thereafter recovered from such Lender upon the bankruptcy or
      reorganization of Borrower or otherwise, those purchases shall be rescinded
      and
      the purchase prices paid for such assignments shall be returned to such
      purchasing Lender ratably to the extent of such recovery, but without interest.
      Borrower expressly consents to the foregoing arrangement and agrees that any
      purchaser of an assignment so purchased may exercise any and all rights of
      a
      Lender as to such assignment as fully as if that Lender had complied with the
      provisions of subsection 10.1B with respect to such assignment. In order
      to
      further evidence such assignment (and without prejudice to the effectiveness
      of
      the assignment provisions set forth above), each purchasing Lender and each
      selling Lender agree to enter into an Assignment Agreement at the request of
      a
      selling Lender or a purchasing Lender, as the case may be, in form and substance
      reasonably satisfactory to each such Lender.

     

    
      	10.6        
                	
              Amendments
                and Waivers.

            


    

     

    No
      amendment, modification, termination or waiver of any provision of this
      Agreement or of the Notes, and no consent to any departure by Borrower
      therefrom, shall in any event be effective without the written concurrence
      of
      Requisite Lenders; provided
      that no
      such amendment, modification, termination, waiver or consent shall, without
      the
      consent of (a) each Lender with Obligations directly affected (whose
      consent shall be sufficient for any such amendment, modification, termination
      or
      waiver without the consent of Requisite Lenders) (1) reduce the principal
      amount of any Loan, (2) postpone the scheduled final maturity date or
      any
      scheduled principal payment of any Loan, (3) postpone the date on which
      any
      interest or any fees are payable, (4) decrease the interest rate borne
      by
      any Loan (other than any waiver of any increase in the interest rate applicable
      to any of the Loans pursuant to subsection 2.2E) or the amount of any
      fees
      payable hereunder, (5) reduce the amount or postpone the due date of
      any
      amount payable in respect of any Letter of Credit, (6) extend the
      expiration date of any Revolving Letter of Credit or LC Facility Letter of
      Credit beyond the Revolving Loan Commitment Termination Date, (7) extend
      the expiration date of any Synthetic Letter of Credit beyond the Synthetic
      Letter of Credit Facility Maturity Date, (8) change in any manner the
      obligations of (x) Revolving Lenders relating to the purchase of
      participations in Revolving Letters of Credit, (y) LC Facility Lenders
      relating to the purchase of participations in LC Facility Letters of Credit
      or
      (z) Synthetic Letter of Credit Lenders relating to the purchase of
      participations in Synthetic Letters of Credit, or (9) increase the amount of
      any
      of the Commitments; (b) each Lender, (1) change in any manner
      the
      definition of "Class" or the definition of "Pro Rata Share" or the definition
      of
      "Requisite Class Lenders" or the definition of "Requisite Lenders" (except
      for
      any changes resulting solely from an increase in Commitments approved by
      Requisite Lenders or the addition of a class of loans under this Agreement
      approved by Requisite Lenders), (2) change in any manner any provision
      of
      this Agreement that, by its terms, expressly requires the approval or
      concurrence of all Lenders, (3) increase the maximum duration of Interest
      Periods permitted hereunder, (4) release any Lien granted in favor of
      Administrative Agent with respect to all or substantially all of the Collateral
      or release Parent from its obligations under the Parent Guaranty or release
      any
      Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, in
      each
      case other than in accordance with the terms of the Loan Documents or
      (5) change in any manner or waive the provisions contained in
      subsection 8.1 or this subsection 10.6. In addition, (i) any
      amendment, modification, termination or waiver of any of the provisions
      contained in Section 4 shall be effective only if evidenced by a writing
      signed by or on behalf of Administrative Agent and Requisite Lenders,
      (ii) no amendment, modification, termination or waiver of any provision
      of
      any Note shall be effective without the written concurrence of the Lender which
      is the holder of that Note, (iii) no amendment, modification, termination
      or waiver of any provision of subsection 2.1A(iii) or of any other
      provision of this Agreement relating to the Swing Line Loan Commitment or the
      Swing Line Loans shall be effective without the written concurrence of Swing
      Line Lender, (iv) no amendment, modification, termination or waiver
      of any
      provision of Section 3 shall be effective without the written concurrence
      of Administrative Agent and, with respect to the purchase of participations
      in
      Letters of Credit, without the written concurrence of each Issuing Lender that
      has issued an outstanding Letter of Credit or has not been reimbursed for a
      payment under a Letter of Credit, and (v) no amendment, modification,
      termination or waiver of any provision of Section 9 or of any other
      provision of this Agreement which, by its terms, expressly requires the approval
      or concurrence of Administrative Agent (and, as applicable, any other Agent)
      shall be effective without the written concurrence of Administrative Agent
      (and,
      as applicable such other Agent), and (vi) no amendment, modification,
      termination or waiver of any provision of subsection 2.4 that has the
      effect of changing any voluntary or mandatory prepayments, or Commitment
      reductions applicable to a Class in a manner that disproportionately
      disadvantages such Class relative to any other Class shall be effective without
      the written concurrence of Requisite Class Lenders of such affected Class (it
      being understood and agreed that any amendment, modification, termination or
      waiver of any such provision which
      only postpones or reduces any voluntary or mandatory prepayment, or Commitment
      reduction from those set forth in subsection 2.4 with respect to one
      Class
      but not any other Class shall be deemed to disproportionately disadvantage
      such
      one Class but not to disproportionately disadvantage any such other Class for
      purposes of this clause (vi)). Administrative Agent may, but shall have
      no
      obligation to, with the concurrence of any Lender, execute amendments,
      modifications, waivers or consents on behalf of that Lender. Any waiver or
      consent shall be effective only in the specific instance and for the specific
      purpose for which it was given. No notice to or demand on Borrower in any case
      shall entitle Borrower to any other or further notice or demand in similar
      or
      other circumstances. Any amendment, modification, termination, waiver or consent
      effected in accordance with this subsection 10.6 shall be binding upon
      each
      Lender at the time outstanding, each future Lender and, if signed by Borrower,
      on Borrower.

     

    
      
        
        

      

      
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      	10.7        
                	
              Independence
                of Covenants.

            


    

     

    All
      covenants hereunder shall be given independent effect so that if a particular
      action or condition is not permitted by any of such covenants, the fact that
      it
      would be permitted by an exception to, or would otherwise be within the
      limitations of, another covenant shall not avoid the occurrence of an Event
      of
      Default or Potential Event of Default if such action is taken or condition
      exists.

     

    
      	10.8       
                	
              Notices;
                Effectiveness of Signatures.

            


    

     

    Unless
      otherwise specifically provided herein, any notice or other communication herein
      required or permitted to be given shall be in writing and may be personally
      served, or sent by telefacsimile or United States mail or courier service and
      shall be deemed to have been given when delivered in person or by courier
      service, upon receipt of telefacsimile in complete and legible form, or three
      (3) Business Days after depositing it in the United States mail with postage
      prepaid and properly addressed; provided
      that
      notices to Administrative Agent, Swing Line Lender and any Issuing Lender shall
      not be effective until received. For the purposes hereof, the address of each
      party hereto shall be as set forth under such party’s name on the signature
      pages to the Existing Credit Agreement or (i) as to Borrower and
      Administrative Agent, such other address as shall be designated by such Person
      in a written notice delivered to the other parties hereto and (ii) as
      to
      each other party, such other address as shall be designated by such party in
      written notice delivered to Administrative Agent. Electronic mail and Internet
      and intranet websites may be used to distribute routine communications, such
      as
      financial statements and other information; provided,
      however,
      that no
      signature with respect to any notice, request, agreement, waiver, amendment
      or
      other document or any notice that is intended to have binding effect may be
      sent
      by electronic mail (other than an electronic mail attachment in "PDF" (or other
      comparable) format).

     

    Loan
      Documents and notices under the Loan Documents may be transmitted and/or signed
      by telefacsimile. The effectiveness of any such documents and signatures shall,
      subject to applicable law, have the same force and effect as an original copy
      with manual signatures and shall be binding on all Loan Parties, Agents and
      Lenders. Administrative Agent may also require that any such documents and
      signature be confirmed by a manually-signed copy thereof; provided,
      however,
      that
      the failure to request or deliver any such manually-signed copy shall not affect
      the effectiveness of any facsimile document or signature.

     

    
      	10.9        
                	
              Survival
                of Representations, Warranties and Agreements.

            


    

     

    A.  All
      representations, warranties and agreements made herein shall survive the
      execution and delivery of this Agreement and the making of the Loans and the
      issuance of the Letters of Credit hereunder.

     

    B.  Notwithstanding
      anything in this Agreement or implied by law to the contrary, the agreements
      of
      Borrower set forth in subsections 2.6D, 2.7, 10.2, 10.3, 10.4, 10.17 and 10.18
      and the agreements of Lenders set forth in subsections 9.2C, 9.4, 10.5 and
      10.18
      shall survive the payment of the Loans, the cancellation or expiration of the
      Letters of Credit and the reimbursement of any amounts drawn thereunder, and
      the
      termination of this Agreement.

     

     

    
      
        
        

      

      
        -141-

        
          

        

      

      
        
        

      

    

     

    
      	10.10         
               	
              Failure
                or Indulgence Not Waiver; Remedies Cumulative.

            


    

     

    No
      failure or delay on the part of an Agent or any Lender in the exercise of any
      power, right or privilege hereunder or under any other Loan Document shall
      impair such power, right or privilege or be construed to be a waiver of any
      default or acquiescence therein, nor shall any single or partial exercise of
      any
      such power, right or privilege preclude other or further exercise thereof or
      of
      any other power, right or privilege. All rights and remedies existing under
      this
      Agreement and the other Loan Documents are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    
      	10.11        
                	
              Marshalling;
                Payments Set Aside.

            


    

     

    Neither
      any Agent nor any Lender shall be under any obligation to marshal any assets
      in
      favor of Borrower or any other party or against or in payment of any or all
      of
      the Obligations. To the extent that Borrower makes a payment or payments to
      Administrative Agent or Lenders (or to Administrative Agent for the benefit
      of
      Lenders), or Agents or Lenders enforce any security interests or exercise their
      rights of setoff, and such payment or payments or the proceeds of such
      enforcement or setoff or any part thereof are subsequently invalidated, declared
      to be fraudulent or preferential, set aside and/or required to be repaid to
      a
      trustee, receiver or any other party under any bankruptcy law, any other state
      or federal law, common law or any equitable cause, then, to the extent of such
      recovery, the obligation or part thereof originally intended to be satisfied,
      and all Liens, rights and remedies therefor or related thereto, shall be revived
      and continued in full force and effect as if such payment or payments had not
      been made or such enforcement or setoff had not occurred.

     

    
      	10.12        
                	
              Severability.

            


    

     

    In
      case
      any provision in or obligation under this Agreement or the Notes shall be
      invalid, illegal or unenforceable in any jurisdiction, the validity, legality
      and enforceability of the remaining provisions or obligations, or of such
      provision or obligation in any other jurisdiction, shall not in any way be
      affected or impaired thereby.

     

    
      	10.13        
                	
              Obligations
                Several; Independent Nature of Lenders’ Rights; Damage
                Waiver.

            


    

     

    The
      obligations of Lenders hereunder are several and no Lender shall be responsible
      for the obligations or Commitments of any other Lender hereunder. Nothing
      contained herein or in any other Loan Document, and no action taken by Lenders
      pursuant hereto or thereto, shall be deemed to constitute Lenders, or Lenders
      and Borrower, as a partnership, an association, a Joint Venture or any other
      kind of entity. The amounts payable at any time hereunder to each Lender shall
      be a separate and independent debt, and each Lender shall be entitled to protect
      and enforce its rights arising out of this Agreement and it shall not be
      necessary for any other Lender to be joined as an additional party in any
      proceeding for such purpose.

     

    
      
        
        

      

      
        -142-

        
          

        

      

      
        
        

      

    

    To
      the
      extent permitted by law, each Loan Party shall not assert, and hereby waives,
      any claim against any Indemnitee, on any theory of liability, for special,
      indirect, consequential or punitive damages (as opposed to direct or actual
      damages) arising out of, in connection with or as a result of this Agreement
      (including, without limitation, subsection 2.1C hereof), any other Loan
      Document, any transaction contemplated by the Loan Documents, any Loan or the
      use of proceeds thereof.

     

    
      	10.14        
                	
              Release
                of Security Interest or Guaranty.

            


    

     

    Upon
      the
      proposed sale or other disposition of any Collateral that is permitted by this
      Agreement or to which Requisite Lenders have otherwise consented, or the sale
      or
      other disposition of all of the Capital Stock of a Subsidiary Guarantor to
      any
      Person (other than an Affiliate of Borrower) permitted by this Agreement or
      to
      which Requisite Lenders have otherwise consented, for which a Loan Party desires
      to obtain a security interest release or a release of the Subsidiary Guaranty
      from Administrative Agent, such Loan Party shall deliver an Officer’s
      Certificate (i) stating that the Collateral or the Capital Stock subject
      to
      such disposition is being sold or otherwise disposed of in compliance with
      the
      terms hereof and (ii) specifying the Collateral or Capital Stock being
      sold
      or otherwise disposed of in the proposed transaction. Upon the receipt of such
      Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense,
      so long as Administrative Agent (a) has no reason to believe that the
      facts
      stated in such Officer’s Certificate are not true and correct and (b), if the
      sale or other disposition of such item of Collateral or Capital Stock
      constitutes an Asset Sale, shall have received evidence satisfactory to it
      that
      arrangements satisfactory to it have been made for delivery of the Net Asset
      Sale Proceeds if and as required by subsection 2.4, execute and deliver
      such releases of its security interest in such Collateral or such Subsidiary
      Guaranty, as may be reasonably requested by such Loan Party.

     

    
      	10.15         
               	
              Applicable
                Law.

            


    

     

    THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
      GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
      OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
      PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

     

    
      	10.16        
                	
              Construction
                of Agreement; Nature of Relationship.

            


    

     

    Each
      of
      the parties hereto acknowledges that (i) it has been represented by
      counsel
      in the negotiation and documentation of the terms of this Agreement,
      (ii) it has had full and fair opportunity to review and revise the terms
      of
      this Agreement, (iii) this Agreement has been drafted jointly by all
      of the
      parties hereto, and (iv) neither Administrative Agent nor any Lender or other
      Agent has any fiduciary relationship with or duty to Borrower arising out of
      or
      in connection with this Agreement or any of the other Loan Documents, and the
      relationship between Administrative Agent, the other Agents and Lenders, on
      one
      hand, and Borrower, on the other hand, in connection herewith or therewith
      is
      solely that of debtor and creditor. Accordingly, each of the parties hereto
      acknowledges and agrees that the terms of this Agreement shall not be construed
      against or in favor of another party. 

     

     

    
      
        
        

      

      
        -143-

        
          

        

      

      
        
        

      

    

     

    
      	10.17         
               	
              Consent
                to Jurisdiction and Service of Process.

            


    

     

    ALL
      JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO
      THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS THEREUNDER, MAY BE
      BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
      COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT,
      BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY


     

    (I) ACCEPTS
      GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
      COURTS; 

     

    (II) WAIVES
      ANY DEFENSE OF FORUM
      NON CONVENIENS;

     

    (III) AGREES
      THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE
      MADE
      BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO BORROWER AT ITS
      ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8; 

     

    (IV) AGREES
      THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER
      PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT,
      AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
      RESPECT;

     

    (V) AGREES
      THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY
      LAW OR TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER
      JURISDICTION; AND

     

    (VI) AGREES
      THAT THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING TO JURISDICTION AND VENUE
      SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW
      YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

     

    
      
        
        

      

      
        -144-

        
          

        

      

      
        
        

      

    

     

     

    
      	10.18        
                	
              Waiver
                of Jury Trial.

            


    

     

    EACH
      OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
      TO
      A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM
      RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
      RELATIONSHIP THAT IS BEING ESTABLISHED.
      The
      scope of this waiver is intended to be all-encompassing of any and all disputes
      that may be filed in any court and that relate to the subject matter of this
      transaction, including contract claims, tort claims, breach of duty claims
      and
      all other common law and statutory claims. Each party hereto acknowledges that
      this waiver is a material inducement to enter into a business relationship,
      that
      each has already relied on this waiver in entering into this Agreement, and
      that
      each will continue to rely on this waiver in their related future dealings.
      Each
      party hereto further warrants and represents that it has reviewed this waiver
      with its legal counsel and that it knowingly and voluntarily waives its jury
      trial rights following consultation with legal counsel. THIS
      WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
      IN
      WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
      SUBSECTION 10.18 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER
      SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
      TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS
      OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.
      In the
      event of litigation, this Agreement may be filed as a written consent to a
      trial
      by the court.

     

    
      	10.19         
               	
              Confidentiality.

            


    

     

    Each
      Lender shall hold all non-public information obtained pursuant to the
      requirements of this Agreement in accordance with such Lender’s customary
      procedures for handling confidential information of this nature, it being
      understood and agreed by Borrower that in any event a Lender may
      make disclosures (a) to its and its Affiliates’ directors, officers,
      employees, trustees and agents, including accountants, legal counsel and other
      advisors (it being understood that the Persons to whom such disclosure is made
      will be informed of the confidential nature of such information and instructed
      to keep such information confidential), (b) to the extent requested
      by any
      Government Authority (provided
      that
      such Lender shall notify Borrower of any request by any Government Authority),
      (c) to the extent required by applicable laws or regulations or by any
      subpoena or similar legal process, (d) to any other party to this
      Agreement, (e) in connection with the exercise of any remedies hereunder
      or
      any suit, action or proceeding relating to this Agreement or the enforcement
      of
      rights hereunder, (f) subject to an agreement containing provisions
      substantially the same as those of this subsection 10.19, to (i) any
      Eligible Assignee of or participant in, or any prospective Eligible Assignee
      of
      or Participant in, any of its rights or obligations under this Agreement, (ii)
      any pledgee referred to in subsection 10.1D or (iii) any direct or indirect
      contractual counterparty or prospective counterparty (or such contractual
      counterparty’s or prospective counterparty’s professional advisor) to any credit
      derivative transaction relating to obligations of Borrower, (g) with
      the
      consent of Borrower, (h) to the extent such information (i) becomes
      publicly available other than as a result of a breach of this
      subsection 10.19 or (ii) becomes available to Administrative
      Agent or
      any Lender on a nonconfidential basis from a source other than Borrower or
      (i) to the National Association of Insurance Commissioners or any other
      similar organization or any nationally recognized rating agency that requires
      access to information about a Lender’s or its Affiliates’ investment portfolio
      in connection with ratings issued with respect to such Lender or its Affiliates
      and that no written or oral communications from counsel to an Agent and no
      information that is or is designated as privileged or as attorney work product
      may be disclosed to any Person unless such Person is a Lender or a participant
      hereunder; provided
      that,
      unless specifically prohibited by applicable law or court order, each Lender
      shall notify Borrower of any request by any Government Authority or
      representative thereof (other than any such request in connection with any
      examination of the financial condition of such Lender by such Government
      Authority) for disclosure of any such non-public information prior to disclosure
      of such information; and provided,
      further,
      that in
      no event shall any Lender be obligated or required to return any materials
      furnished by Borrower or any of its Subsidiaries. In addition, Administrative
      Agent and Lenders may disclose the existence of this Agreement and information
      about this Agreement to market data collectors, similar service providers to
      the
      lending industry, and service providers to Administrative Agent and
      Lenders.

     

    
      
        
        

      

      
        -145-

        
          

        

      

      
        
        

      

    

     

     

    
      	10.20        
                	
              Counterparts;
                Effectiveness.

            


    

     

    This
      Agreement and any amendments, waivers, consents or supplements hereto or in
      connection herewith may be executed in any number of counterparts and by
      different parties hereto in separate counterparts, each of which when so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument; signature pages
      may
      be detached from multiple separate counterparts and attached to a single
      counterpart so that all signature pages are physically attached to the same
      document. This Agreement shall become effective upon the execution of a
      counterpart hereof by each of the parties hereto.

     

    


    
      
        
        

      

      
        -146-

        
          

        

      

      
        
        

      

    


    BRAND
      SERVICES, INC.

     

    


     

    This
      AMENDMENT
      AGREEMENT
      (this
      "Amendment")
      is
      dated as of July 29, 2005, and entered into by and among BRAND
      SERVICES, INC. ("Borrower"),
      THE
      FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
      ("Lenders"),
      CREDIT
      SUISSE
      (formerly known as Credit Suisse First Boston, acting through its Cayman Islands
      Branch), as administrative agent for Lenders (in such capacity, "Administrative
      Agent"),
      and,
      solely for purposes of Section 4 hereof, the CREDIT
      SUPPORT PARTIES LISTED ON THE SIGNATURE PAGES HEREOF,
      and is
      made with reference to that certain Credit Agreement dated as of
      October 16, 2002, by and among Borrower, the lenders from time to time
      party thereto (the "Existing
      Lenders")
      and
      Administrative Agent, as amended by that certain First Amendment and Limited
      Waiver to Credit Agreement dated as of February 3, 2004, that certain
      Amendment No. 2 and Limited Waiver No. 3 to Credit Agreement
      dated as
      of November 9, 2004, and that certain Amendment No. 3 to Credit Agreement
      dated as of January 14, 2005 (as so amended, the "Existing
      Credit Agreement").
      Capitalized terms used herein without definition shall have the same meanings
      herein as set forth in the Restated Credit Agreement (as defined
      below).

     

    R
      E C I T A L S

     

    WHEREAS,
      pursuant to the Existing Credit Agreement, the Existing Lenders have extended,
      and have agreed to extend, credit to Borrower.

     

    WHEREAS,
      Borrower has informed Administrative Agent that, pursuant to the Aluma Asset
      Purchase Agreement, Borrower intends to acquire substantially all of the assets
      and to assume certain of the liabilities of Aluma Enterprises, Inc., a
      corporation organized under the laws of Canada, for aggregate consideration
      consisting of the Dollar Equivalent of C$255,000,000 (subject to adjustment
      in
      accordance with the Aluma Asset Purchase Agreement) in cash.

     

    WHEREAS,
      in
      connection with the foregoing, (a) Parent will issue and sell to the Sponsor
      $30,000,000 in aggregate liquidation preference of the Sponsor Preferred Stock,
      the proceeds of which will be used by Parent to purchase at par from Borrower
      $30,000,000 in aggregate liquidation preference of the Parent Preferred Stock,
      (b) Borrower has requested that Lenders extend credit in the form of (1)
      Supplemental Term B Loans to Borrower on the Restatement Date (as defined below)
      in an aggregate principal amount of $[●]
      and (2)
      Supplemental Canadian Dollar Term B Loans in an aggregate principal amount
      of
      the Canadian Dollar Equivalent of $[●],
      in each
      case subject to the terms and conditions set forth herein and in the Restated
      Credit Agreement, the proceeds of which Supplemental Term B Loans and
      Supplemental Canadian Dollar Term B Loans will be used by Borrower, together
      with the proceeds of the sale of the Parent Preferred Stock, the proceeds of
      a
      Revolving Loan in an aggregate principal amount not to exceed $5,000,000 made
      to
      Borrower on the Restatement Date and cash on hand of approximately $10,000,000,
      solely (i) to pay the cash consideration in respect of the Aluma Acquisition
      and
      (ii) to pay fees and expenses incurred in connection with the transactions
      contemplated hereby.

     


    
      
        
        

      

      
        -147-

        
          

        

      

      
        
        

      

    


    WHEREAS,
      Borrower and Lenders desire to amend and restate the Existing Credit Agreement
      in the form of the Amended and Restated Credit Agreement attached hereto as
      Exhibit A (the "Restated
      Credit Agreement")
      to,
      among other things, (a) reduce the interest rate margins applicable to the
      Term B Loans and the Synthetic Letter of Credit Loans to the interest
      rate
      margins to be applicable to the Supplemental Term B Loans, (b) set forth the
      terms and conditions under which Lenders will make the Supplemental Term B
      Loans
      and the Supplemental Canadian Dollar Term B Loans to Borrower, (c) permit the
      Aluma Acquisition and (d) make certain other amendments, in each case subject
      to
      the terms, conditions and agreements set forth herein and in the Restated Credit
      Agreement.

     

    WHEREAS,
      each
      Lender under the Restated Credit Agreement that agrees to make Supplemental
      Term
      B Loans (each such Lender, a "Supplemental
      Term B Lender")
      is
      willing to extend credit to Borrower in the form of Supplemental Term B Loans
      on
      the terms and subject to the conditions set forth herein and in the Restated
      Credit Agreement and will, on the Restatement Date, make such Supplemental
      Term
      B Loans to Borrower in the manner contemplated by Section 1 hereof and in
      accordance with the Restated Credit Agreement.

     

    WHEREAS,
      each
      Lender under the Restated Credit Agreement that agrees to make Supplemental
      Canadian Dollar Term B Loans (each such Lender, a "Supplemental
      Canadian Dollar Term B Lender")
      is
      willing to extend credit to Borrower in the form of Supplemental Canadian Dollar
      Term B Loans on the terms and subject to the conditions set forth herein and
      in
      the Restated Credit Agreement and will, on the Restatement Date, make such
      Supplemental Canadian Dollar Term B Loans to Borrower in the manner contemplated
      by Section 1 hereof and in accordance with the Restated Credit
      Agreement.

     

    WHEREAS,
      on the
      Closing Date (a) Borrower, each Credit Support Party (as defined below) and
      Administrative Agent entered into the Security Agreement, (b) Parent and
      Administrative Agent entered into the Parent Guaranty and (c) the Subsidiary
      Guarantors and Administrative Agent entered into the Subsidiary Guaranty,
      pursuant to which, among other things, the Credit Support Parties guaranteed
      the
      obligations of Borrower under the Existing Credit Agreement and provided
      security therefor.

     

    WHEREAS,
      each
      Credit Support Party expects to realize substantial direct and indirect benefits
      as a result of the consummation of the transactions contemplated by the Restated
      Credit Agreement and each Credit Support Party is willing to reaffirm its
      obligations under the Security Agreement, the Parent Guaranty and the Subsidiary
      Guaranty, as applicable, and the other Collateral Documents.

     

    WHEREAS,
      the
      amendment and restatement of the Existing Credit Agreement evidenced by the
      Restated Credit Agreement is subject to the satisfaction of the conditions
      precedent to effectiveness referred to in Section 2 hereof and shall become
      effective as provided in subsection 5F hereof.

     

    NOW,
      THEREFORE,
      in
      consideration of the representations, warranties, covenants and agreements
      herein contained, the parties hereto agree as follows: 

     


    
      
        
        

      

      
        -148-

        
          

        

      

      
        
        

      

    


    


     

    
      	SECTION
              1.  	
              SUPPLEMENTAL
                TERM B LOANS; SUPPLEMENTAL CANADIAN DOLLAR TERM B LOANS; OTHER
                LOANS

            


    

     

    Subject
      to the terms and conditions set forth herein and in the Restated Credit
      Agreement, (a) each Supplemental Term B Lender agrees, severally and not
      jointly, to make a Supplemental Term B Loan to Borrower in Dollars on the
      Restatement Date in a principal amount equal to such Supplemental Term B
      Lender’s Supplemental Term B Loan Commitment as set forth on Schedule 2.1 to the
      Restated Credit Agreement and (b) each Supplemental Canadian Dollar Term B
      Lender agrees, severally and not jointly, to make a Supplemental Canadian Dollar
      Term B Loan to Borrower in Canadian Dollars on the Restatement Date in a
      principal amount equal to such Supplemental Canadian Dollar Term B Lender’s
      Supplemental Canadian Dollar Term B Loan Commitment as set forth on Schedule
      2.1
      to the Restated Credit Agreement. For purposes hereof, a person shall become
      a
      Supplemental Term B Lender or a Supplemental Canadian Dollar Term B Lender,
      as
      applicable, and a party to the Restated Credit Agreement (upon the effectiveness
      of this Amendment) by executing and delivering to Administrative Agent, on
      or
      prior to 12:00 p.m. (New York City time) on July 29, 2005, a signature page
      to
      this Amendment.

     

    Each
      Supplemental Term B Lender and each Supplemental Canadian Dollar Term B Lender
      shall fund its Supplemental Term B Loans or Supplemental Canadian Dollar Term
      B
      Loans, as applicable, to Administrative Agent on the Restatement Date, in the
      manner contemplated by the Restated Credit Agreement. The Supplemental Term
      B
      Loan Commitments of the Supplemental Term B Lenders are several and not joint,
      and no Supplemental Term B Lender shall be responsible for any other
      Supplemental Term B Lender’s failure to make any Supplemental Term B Loan. The
      Supplemental Canadian Dollar Term B Loan Commitments of the Supplemental
      Canadian Dollar Term B Lenders are several and not joint, and no Supplemental
      Canadian Dollar Term B Lender shall be responsible for any other Supplemental
      Canadian Dollar Term B Lender’s failure to make any Supplemental Canadian Dollar
      Term B Loan. The obligations of each Supplemental Term B Lender and each
      Supplemental Canadian Dollar Term B Lender to make Supplemental Term B Loans
      or
      Supplemental Canadian Dollar Term B Loans, as applicable, on the Restatement
      Date are subject to (a) the satisfaction or waiver in accordance with the
      Restated Credit Agreement of each of the conditions set forth in subsection
      4.1
      of the Restated Credit Agreement and (b) this Amendment having become effective
      in accordance with subsection 5F hereof.

     

        On
      the Restatement
      Date, upon the effectiveness of the Restated Credit Agreement, (i) each Term
      B
      Loan outstanding under the Existing Credit Agreement shall be deemed to be
      a
      Term B Loan under the Restated Credit Agreement, (ii) each Swing Line Loan
      outstanding under the Existing Credit Agreement shall be deemed to be a Swing
      Line Loan under the Restated Credit Agreement, (iii) each Revolving Loan
      outstanding under the Existing Credit Agreement shall be deemed to be a
      Revolving Loan under the Restated Credit Agreement, (iv) each LC Facility Loan
      outstanding under the Existing Credit Agreement shall be deemed to be an LC
      Facility Loan under the Restated Credit Agreement (v) each Synthetic Letter
      of
      Credit Loan outstanding under the Existing Credit Agreement shall be deemed
      to
      be a Synthetic Letter of Credit Loan under the Restated Credit Agreement, and
      (vi) each Letter of Credit outstanding under the Existing Credit Agreement
      shall
      be deemed to be a Letter of Credit of the same type under the Restated Credit
      Agreement.


    
      
        
        

      

      
        -149-

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.    CONDITIONS TO EFFECTIVENESS

     

    This
      Amendment and the Restated Credit Agreement shall become effective only upon
      the
      satisfaction of all of the following conditions precedent (the date of
      satisfaction of such conditions being referred to herein as the "Restatement
      Date"):
      

     

    A.  Execution
      and Delivery; Effectiveness. Borrower,
      Administrative Agent, the Credit Support Parties, and a sufficient percentage
      of
      the Lenders to approve this Amendment in accordance with subsection 10.6
      of
      the Credit Agreement and subsection 5F hereof shall have signed one or more
      counterparts to this Amendment and delivered such counterparts to Cravath,
      Swaine & Moore LLP, counsel to Administrative Agent (including, without
      limitation, delivery via facsimile or electronic mail in accordance with the
      Restated Credit Agreement), and this Amendment shall have accordingly become
      effective in accordance with subsection 5E hereof. 

     

    B.  Restated
      Credit Agreement Conditions.
      Each of
      the conditions set forth in subsection 4.1 of the Restated Credit Agreement
      shall have been satisfied or waived in accordance with the Restated Credit
      Agreement. 

     

    SECTION
      3.    BORROWER'S REPRESENTATIONS AND
      WARRANTIES

     

    In
      order
      to induce Lenders to enter into this Amendment, each of Borrower and, as
      applicable, each Credit Support Party represents and warrants to Administrative
      Agent and each Lender that the following statements are true, correct and
      complete: 

     

    A.  Corporate
      Power and Authority.
      Each of
      Borrower and each Credit Support Party has all requisite corporate power and
      authority to enter into this Amendment and, with respect to Borrower, to carry
      out the transactions contemplated by the Restated Credit Agreement.


     

    B.  Authorization
      of Agreements.
      The
      execution and delivery of this Amendment and, with respect to Borrower, the
      performance of the Restated Credit Agreement have been duly authorized by all
      necessary corporate action on the part of Borrower and each Credit Support
      Party. 

     


    
      
        
        

      

      
        -150-

        
          

        

      

      
        
        

      

    

     

    C.  No
      Conflict.
      The
      execution and delivery by Borrower and each Credit Support Party of this
      Amendment and the performance by Borrower of the Restated Credit Agreement
      do
      not and will not (i) violate any provision of any law or any governmental
      rule or regulation applicable to Parent or any of its Subsidiaries, the
      Organizational Documents of Parent or any of its Subsidiaries or any order,
      judgment or decree of any court or other Government Authority binding on Parent
      or any of its Subsidiaries, (ii) conflict with, result in a breach of
      or
      constitute (with due notice or lapse of time or both) a default under any
      Contractual Obligation of Parent or any of its Subsidiaries, (iii) result
      in or require the creation or imposition of any Lien upon any of the properties
      or assets of Parent or any of its Subsidiaries (other than Liens created under
      any of the Loan Documents in favor of Administrative Agent on behalf of Lenders
      or as otherwise permitted under the Restated Credit Agreement), or
      (iv) require any approval of stockholders or any approval or consent
      of any
      Person under any Contractual Obligation of Parent or any of its Subsidiaries,
      except for such approvals or consents which will be obtained on or before the
      Restatement Date and except, in each case, to the extent such violation,
      conflict, breach or failure to obtain such approval or consent could not
      reasonably be expected to result in a Material Adverse Effect. 

     

    D.  Governmental
      Consents.
      The
      execution and delivery by each of Borrower and each Credit Support Party of
      this
      Amendment and the performance by Borrower of the Restated Credit Agreement
      do
      not and will not require any Governmental Authorization, except as has been
      duly
      obtained and is in full force and effect unless the failure to obtain such
      Governmental Authorization could not reasonably be expected to have a Material
      Adverse Effect. 

     

    E.  Binding
      Obligation.
      This
      Amendment has been duly executed and delivered by Borrower and each Credit
      Support Party and is the legally valid and binding obligation of each of
      Borrower and each Credit Support Party, enforceable against each of Borrower
      and
      each Credit Support Party in accordance with its terms, except as may be limited
      by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      or
      similar laws relating to or limiting creditors’ rights generally or by equitable
      principles (whether considered in a proceeding in equity or at law) relating
      to
      enforceability. 

     

    F.  Incorporation
      of Representations and Warranties from Credit Agreement.
      The
      representations and warranties contained in Section 5 of the Restated
      Credit Agreement are and will be true, correct and complete in all material
      respects on and as of the date hereof and the Restatement Date to the same
      extent as though made on and as of such dates, except to the extent such
      representations and warranties specifically relate to an earlier date, in which
      case they were true, correct and complete in all material respects on and as
      of
      such earlier date. 

     

    G.  Absence
      of Default.
      No
      event has occurred and is continuing or will result from the consummation of
      the
      transactions contemplated by this Amendment that would constitute an Event
      of
      Default or a Potential Event of Default. 

     

     

     


    
      
        
        

      

      
        -151-

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.    ACKNOWLEDGEMENT AND CONSENT

    
 

    Parent
      and each Subsidiary of Borrower (each individually a "Credit
      Support Party"
      and
      collectively, the "Credit
      Support Parties")
      hereby
      acknowledges that it has read this Amendment (including the Restated Credit
      Agreement) and consents to the terms hereof and further hereby affirms, confirms
      and agrees that (i) notwithstanding the effectiveness of this Amendment or
      the
      Restated Credit Agreement, the obligations of such Credit Support Party under
      each of the Loan Documents to which such Credit Support Party is a party shall
      not be impaired and each of the Loan Documents to which such Credit Support
      Party is a party are, and shall continue to be, in full force and effect and
      are
      hereby confirmed and ratified in all respects, (ii) its guaranty of all of
      the
      Obligations and the pledge of and/or grant of a security interest in its assets
      as Collateral to secure such Obligations, all as provided in the Guaranties,
      the
      Security Agreement and the other Collateral Documents as originally executed,
      and acknowledges and agrees that each such guaranty, pledge and/or grant
      continues in full force and effect in respect of, and to secure, the Obligations
      under the Restated Credit Agreement and the other Loan Documents, and (iii)
      all
      the representations and warranties made by or relating to it contained in the
      Restated Credit Agreement and the other Loan Documents are true and correct
      in
      all material respects on and as of the Restatement Date with the same effect
      as
      though made on and as of the Restatement Date, except to the extent such
      representations and warranties expressly relate to an earlier date.


     

    Parent
      and each Subsidiary of Borrower acknowledges and agrees that nothing in this
      Amendment, the Restated Credit Agreement or any other Loan Document shall be
      deemed to require the consent of such Credit Support Party to any future
      amendments to the Credit Agreement. 

     

    SECTION
      5.        MISCELLANEOUS

     

        A.  Reference
      to and Effect on the Credit Agreement and the Other Loan
      Documents.
      

     

    (i)  Borrower
      and Lenders agree that the Existing Credit Agreement (including all exhibits
      and
      schedules thereto) shall be amended and restated on the Restatement Date such
      that, on the Restatement Date, the terms set forth in the Restated Credit
      Agreement shall replace the terms of the Existing Credit Agreement (with
      Schedule 2.1 being modified to set forth the Supplemental Term B Lenders and
      their Supplemental Term B Loan Commitments and the Supplemental Canadian Dollar
      Term B Lenders and their Supplemental Canadian Dollar Term B Loan
      Commitments).

     

    (ii)  On
      and
      after the Restatement Date, each reference in the Restated Credit Agreement
      to
      "this Agreement", "hereunder", "hereof", "herein" or words of like import
      referring to the Existing Credit Agreement and each reference in the other
      Loan
      Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
      import referring to the Existing Credit Agreement shall mean and be a reference
      to, from and after the replacement of the terms of the Existing Credit Agreement
      by the terms of the Restated Credit Agreement, the Restated Credit Agreement.
      

     


    
      
        
        

      

      
        -152-

        
          

        

      

      
        
        

      

    

     

    B.  No
      Novation.
      Neither
      this Amendment nor the effectiveness of the Restated Credit Agreement shall
      extinguish the obligations for the payment of money outstanding under the
      Existing Credit Agreement or discharge or release the Lien or priority of any
      Loan Document or any other security therefor or any guaranty thereof. Nothing
      herein contained shall be construed as a substitution or novation of the
      Obligations outstanding under the Existing Credit Agreement or instruments
      guaranteeing or securing the same, which shall remain in full force and effect,
      except as modified hereby or by instruments executed concurrently herewith.
      Nothing expressed or implied in this Amendment, the Restated Credit Agreement
      or
      any other document contemplated hereby or thereby shall be construed as a
      release or other discharge of Borrower under the Existing Credit Agreement
      or
      Borrower or any other Loan Party under any other Loan Document (as defined
      in
      the Existing Credit Agreement) from any of its obligations and liabilities
      thereunder. The Existing Credit Agreement and each of the other Loan Documents
      (as defined in the Existing Credit Agreement) shall remain in full force and
      effect, until and except as modified hereby or thereby in connection herewith
      or
      therewith. This Amendment shall constitute a Loan Document for all purposes
      of
      the Existing Credit Agreement and the Restated Credit Agreement.

     

    C.  Fees
      and Expenses.
      Borrower acknowledges that all costs, fees and expenses as described in
      subsection 10.2 of the Restated Credit Agreement incurred by Administrative
      Agent or its counsel (including, without limitation, the reasonable fees,
      expenses and disbursements of Cravath, Swaine & Moore LLP, counsel to
      Administrative Agent) with respect to this Amendment, the Restated Credit
      Agreement and the documents and transactions contemplated hereby shall be for
      the account of Borrower. 

     

    D.  Headings.
      Section
      and subsection headings in this Amendment are included herein for convenience
      of
      reference only and shall not constitute a part of this Amendment for any other
      purpose or be given any substantive effect. 

     

    E.  Applicable
      Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
      SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
      THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
      5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
      TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANOTHER
      LAW. 

     


    
      
        
        

      

      
        -153-

        
          

        

      

      
        
        

      

    

     

    F.  Counterparts;
      Effectiveness.
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed an original, but all such counterparts together shall constitute
      but one and the same instrument; signature pages may be detached from multiple
      separate counterparts and attached to a single counterpart so that all signature
      pages are physically attached to the same document. This Amendment shall become
      effective on the date (the "Restatement
      Date")
      when
      counterparts hereof signed by (i) Borrower, (ii) Administrative Agent, (iii)
      each Credit Support Party, (iv) each Lender holding a Term B Loan under the
      Existing Credit Agreement (after giving effect to any prior or concurrent
      assignment, whether pursuant to the mandatory assignment provisions set forth
      in
      subsection 2.9 of the Existing Credit Agreement or otherwise), (v) each
      Lender with Synthetic Letter of Credit Exposure under the Existing Credit
      Agreement (after giving effect to any prior or concurrent assignment, whether
      pursuant to the mandatory assignment provisions set forth in subsection 2.9
      of
      the Existing Credit Agreement or otherwise), (vi) each Supplemental Term B
      Lender, (vii) each Supplemental Canadian Dollar Term B Lender, (viii) the
      Requisite Class Lenders in respect of Revolving Loan Exposure (each as defined
      in the Existing Credit Agreement), (ix) the Requisite Class Lenders in respect
      of LC Facility Exposure (each as defined in the Existing Credit Agreement)
      and
      (x) the Requisite Lenders (as defined in the Existing Credit Agreement), shall
      have been delivered to Cravath, Swaine & Moore LLP, counsel to
      Administrative Agent (including, without limitation, delivery via facsimile
      or
      electronic mail in accordance with the Restated Credit Agreement). 

     

    *
      * * *
      *

    


     

    
      
        
        

      

      
        -154-

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	BRAND
              SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title


    

     

    
      
        
          	
                	 	 
	 	CREDIT
                  SUPPORT PARTIES (for purposes of Section 4 only)
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title


        

         

        
          
            
              	
                    	 	 
	 	BRAND
                      SCAFFOLD BUILDERS, LLC
	 
 	 
 	 
 
	 	By:  	
                    
	 	
                      
Name:
	 	Title


            

          

        

      

    

    
       

      
        
          
            	
                  	 	 
	 	BRAND
                    SCAFFOLD RENTAL & ERECTION,  LLC
	 
 	 
 	 
 
	 	By:  	
                  
	 	
                    
Name: 
	 	Secretary


          

        

      

       

    

    
 

    
      
        
        

      

      
        -155-

        
          

        

      

      
        
        

      

    

    
       

      
        	 	 	 
	 	HIGHTOWER
                STAFFING, INC.
	 
 	 
 	 
 
	 	By:  	
              
	 	
                
Name:
	 	Title:


      

       

      
        
          
            	
                  	 	 
	 	BRAND
                    SCAFFOLD SERVICES, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:
	 	Title:


          

           

          
            
              
                	
                      	 	 
	 	BRAND
                        STAFFING SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                        
Name:
	 	Title:


              

            

          

        

      

      
         

        
          
            
              	
                    	 	 
	 	BRAND
                      SPECIAL EVENTS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                      
Name:  
	 	Title:


            

          

        

         

        
          
            	
                  	 	 
	 	BRAND SCAFFOLD
                    ERECTORS, INC.
	 
 	 
 	 
 
	 	By:  	
                  
	 	
                    
Name:
                    
	 	Title:


          

           

        

      

    

     

    
      
        
        

      

      
        -156-

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	 	 
	 	SCAFFOLD
                  BUILDING SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title:


        

         

        
          
            
              	
                    	 	 
	 	SKYVIEW
                      STAFFING, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                      
Name: 
	 	Title:


            

             

          

        

        
          
            
              
                	
                      	 	 
	 	BRANDCRAFT
                        LABOR, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                        
Name:
	 	Title:


              

            

          

           

          
            
              	
                    	 	 
	 	SKYVIEW
                      SAFETY SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	
                    
	 	
                      
Name: 
	 	Title:


            

             

          

        

      

    

    
      
        
          	
                	 	 
	 	SCAFFOLD-JAX,
                  INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name: 
	 	Title:


        

         

      

    

     


    
      
        
        

      

      
        -157-

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	 	 
	 	MIKE
                  BROWN-GRANDSTANDS, INC.
	 
 	 
 	 
 
	 	By:  	
                
	 	
                  
Name:
	 	Title:


        

         

      

      
        
          
            	
                  	 	 
	 	KWIKRIG,
                    INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:
	 	Title:


          

           

        

      

      
        	
              	 	 
	 	LEVITATOR,
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

       

      
        
          
            	
                  	 	 
	 	LEVITATOR
                    OF CALIFORNIA, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:
	 	Title:


          

           

        

      

 

     


    
      
        
        

      

      
        -158-

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                  	 	 
	 	
                    BRAND
                      SCAFFOLD RENTAL & ERECTION OF 

                    CALIFORNIA,
                      INC.

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:

	 	 Title:


          

           

          
            
              
                
                  
                    	
                          	 	 
	 	
                            ALUMA
                              SYSTEMS CONCRETE CONSTRUCTION, LLC

                          
	 
 	 
 	 
 
	 	By:  	 
	 	
                            
Name:
	 	Title:


                  

                   

                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                          	 	 
	 	
                                            BRAND/ALUMA
                                              REAL ESTATE HOLDING, LLC

                                          
	 
 	 
 	 
 
	 	By:  	
                                          
	 	
                                            
Name:
	 	Title:


                                  

                                   

                                  
                                    
                                      
                                        
                                          
                                            	
                                                  	 	 
	 	
                                                    ALUMA
                                                      SYSTEMS CONCRETE CONSTRUCTION
                                                      OF 

                                                    CALIFORNIA,
                                                      INC.

                                                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                                                    
Name:
	 	Title:


                                          

                                           

                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                          	 	 
	 	
                                                            ALUMA
                                                              SYSTEMS CANADA HOLDINGS,
                                                              INC.

                                                          
	 
 	 
 	 
 
	 	By:  	 
	 	
                                                            
Name:
	 	Title:


                                                  

                                                   

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        -159-

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          	
                	 	 
	 	
                  ADMINISTRATIVE
                    AGENT:

                   

                  CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                    (formerly
                    known as Credit Suisse First Boston, acting through its Cayman
                    Islands
                    Branch), individually and as Administrative
                    Agent

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title:


        

         

      

      
        
          
            	
                  	 	 
	 	By:  	 
	 	
                    
Name:
	 	Title:


          

           

        

      

    

     

    


     

    
      
        
        

      

      
        -160-

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                	
                      	 	 
	 	
                        Name
                          of Institution

                      
	 
 	 
 	 
 
	 	By:  	 
	 	
                        
Name:
	 	Title:


              

               

            

          

        

      

    

    
      
        
        

        
        

        
          
             

             

          

        

      

      
        
          
            
              
                 

                 

              

            

          

        

      

    

     

    


    
      
        
        

      

      
        -161-