CREDIT
AGREEMENT




Dated as
of June 9, 2008




among




PLY GEM
HOLDINGS, INC.,




PLY GEM
INDUSTRIES, INC.,




as the
Specified U.S. Borrower,




CWD
WINDOWS AND DOORS, INC.,




as the
Canadian Borrower,




The Other
Borrowers Named Herein,




CREDIT
SUISSE,




as
Administrative Agent, U.S. Swing Line Lender and U.S. L/C Issuer,




GENERAL
ELECTRIC CAPITAL CORPORATION,




as
Collateral Agent,




CREDIT
SUISSE, TORONTO BRANCH


as
Canadian Swing Line Lender and Canadian L/C Issuer,




The Other
Lenders Party Hereto,




CREDIT
SUISSE SECURITIES (USA) LLC,




as Sole
Lead Arranger and Sole Bookrunner




and




GENERAL
ELECTRIC CAPITAL CORPORATION,




as
Syndication Agent





and


UBS Loan
Finance LLC,





as
Documentation Agent











-1-





TABLE OF
CONTENTS




Page




ARTICLE
I









Definitions and Accounting
Terms




SECTION
      1.01.
            Defined
      Terms
            6SECTION
      1.02.
            Other
      Interpretive Provisions
            63SECTION
      1.03.
            Accounting
      Terms
            64SECTION
      1.04.
            Rounding
            65SECTION
      1.05.
            Times
      of Day
            65SECTION
      1.06.
            Letter
      of Credit Amounts
            65SECTION
      1.07.
            Currency
      Equivalents Generally
            65


ARTICLE
II









The Commitments and Credit
Extensions




SECTION
      2.01.
            The
      Loans
            66SECTION
      2.02.
            Borrowings,
      Conversions and Continuations of Loans
            73SECTION
      2.03.
            Letters
      of Credit  Procedures for Issuance and Amendment of Letters of
      Credit; Auto-Extension Letters of Credit
            75SECTION
      2.04.
            Swing
      Line Loans.
            82SECTION
      2.05.
            Prepayments
            89SECTION
      2.06.
            Termination
      or Reduction of Commitments
            91SECTION
      2.07.
            Repayment
      of Loans
            92SECTION
      2.08.
            Interest
            92SECTION
      2.09.
            Fees
            93SECTION
      2.10.
            Computation
      of Interest and Fees; Retroactive Adjustments of Applicable
      Rate
            94SECTION
      2.11.
            Evidence
      of Debt
            95SECTION
      2.12.
            Payments
      Generally; Administrative Agent’s Clawback
            95SECTION
      2.13.
            Sharing
      of Payments by Lenders
            98SECTION
      2.14.
            Nature
      of Obligations
            99SECTION
      2.15.
            Borrower
      Agent
            100SECTION
      2.16.
            Incremental
      Revolving Credit Commitments
            101


ARTICLE
III









Taxes, Yield Protection and
Illegality




SECTION
      3.01.
            Taxes
            102SECTION
      3.02.
            Illegality
            106SECTION
      3.03.
            Inability
      to Determine Rates
            106SECTION
      3.04.
            Increased
      Costs; Reserves on Eurodollar Rate Loans
            107SECTION
      3.05.
            Compensation
      for Losses
            108SECTION
      3.06.
            Mitigation
      Obligations; Replacement of Lenders
            109SECTION
      3.07.
            Survival
            110


ARTICLE
IV









Conditions Precedent to
Credit Extensions




SECTION
      4.01.
            Conditions
      of Initial Credit Extension
            110SECTION
      4.02.
            Conditions
      to all Credit Extensions
            116


ARTICLE
V









Representations and
Warranties




SECTION
      5.01.
            Existence,
      Qualification and Power; Compliance with Laws
            117SECTION
      5.02.
            Authorization;
      No Contravention
            118SECTION
      5.03.
            Governmental
      Authorization; Other Consents
            118SECTION
      5.04.
            Binding
      Effect
            118SECTION
      5.05.
            Financial
      Statements; No Material Adverse Effect
            118SECTION
      5.06.
            Litigation
            119SECTION
      5.07.
            No
      Default
            119SECTION
      5.08.
            Ownership
      of Property; Liens
            120SECTION
      5.09.
            Environmental
      Compliance
            120SECTION
      5.10.
            Insurance
            121SECTION
      5.11.
            Taxes
            121SECTION
      5.12.
            ERISA
      Compliance
            121SECTION
      5.13.
            Subsidiaries;
      Equity Interests; Loan Parties
            122SECTION
      5.14.
            Margin
      Regulations; Investment Company Act
            123SECTION
      5.15.
            Disclosure
            123SECTION
      5.16.
            Compliance
      with Laws
            123SECTION
      5.17.
            Intellectual
      Property; Licenses, Etc
            123SECTION
      5.18.
            Solvency
            124SECTION
      5.19.
            Casualty,
      Etc
            124SECTION
      5.20.
            Perfection,
      Etc
            124SECTION
      5.21.
            Senior
      Debt
            124SECTION
      5.22.
            Tax
      Shelter Regulations
            124SECTION
      5.23.
            Anti-Terrorism
      Law
            124SECTION
      5.24.
            Accounts
            125SECTION
      5.25.
            Canadian
      Pension Plans
            126


ARTICLE
VI









Affirmative
Covenants




SECTION
      6.01.
            Financial
      Statements; Borrowing Base
            127SECTION
      6.02.
            Certificates;
      Other Information
            129SECTION
      6.03.
            Notices
            131SECTION
      6.04.
            Payment
      of Obligations
            131SECTION
      6.05.
            Preservation
      of Existence, Etc
            132SECTION
      6.06.
            Maintenance
      of Properties
            132SECTION
      6.07.
            Maintenance
      of Insurance
            132SECTION
      6.08.
            Compliance
      with Laws
            132SECTION
      6.09.
            Books
      and Records
            132SECTION
      6.10.
            Inspections;
      Appraisals
            133SECTION
      6.11.
            Use
      of Proceeds
            133SECTION
      6.12.
            Covenant
      to Guarantee Obligations and Give Security
            133SECTION
      6.13.
            Compliance
      with Environmental Laws
            137SECTION
      6.14.
            Further
      Assurances
            138SECTION
      6.15.
            Compliance
      with Terms of Leaseholds
            138SECTION
      6.16.
            Designation
      as Senior Debt
            138SECTION
      6.17.
            Collateral
      Administration
            138SECTION
      6.18.
            Maintenance
      of Cash Management System
            140SECTION
      6.19.
            Collateral
      Audit
            141SECTION
      6.20.
            Post-Closing
      Matters
            141


ARTICLE
VII









Negative
Covenants




SECTION
      7.01.
            Liens
            141SECTION
      7.02.
            Investments
            144SECTION
      7.03.
            Indebtedness
            147SECTION
      7.04.
            Fundamental
      Changes
            150SECTION
      7.05.
            Dispositions
            151SECTION
      7.06.
            Restricted
      Payments
            152SECTION
      7.07.
            Change
      in Nature of Business
            154SECTION
      7.08.
            Transactions
      with Affiliates
            154SECTION
      7.09.
            Burdensome
      Agreements
            155SECTION
      7.10.
            Use
      of Proceeds
            155SECTION
      7.11.
            Consolidated
      Fixed Charge Coverage Ratio
            156SECTION
      7.12.
            Amendments
      of Material Documents
            156SECTION
      7.13.
            Accounting
      Changes
            156SECTION
      7.14.
            Prepayments,
      Etc. of Indebtedness
            156SECTION
      7.15.
            Equity
      Interests of the Specified U.S. Borrower and Subsidiaries
            156SECTION
      7.16.
            Designation
      of Senior Debt
            157


ARTICLE
VIII









Events of Default and
Remedies




SECTION
      8.01.
            Events
      of Default
            157SECTION
      8.02.
            Remedies
      upon Event of Default
            160SECTION
      8.03.
            Application
      of Funds
            161SECTION
      8.04.
            Collection
      Allocation Mechanism
            163










-2-





ARTICLE
IX









The
Agents




SECTION
      9.01.
            Appointment
      and Authority
            164SECTION
      9.02.
            Rights
      as a Lender
            165SECTION
      9.03.
            Exculpatory
      Provisions
            165SECTION
      9.04.
            Reliance
      by Administrative Agent
            166SECTION
      9.05.
            Delegation
      of Duties
            166SECTION
      9.06.
            Resignation
      of Administrative Agent
            167SECTION
      9.07.
            Non-Reliance
      on  Administrative Agent and Other Lenders
            168SECTION
      9.08.
            No
      Other Duties, Etc
            168SECTION
      9.09.
            Administrative
      Agent May File Proofs of Claim
            168SECTION
      9.10.
            Collateral
      and Guaranty Matters
            169SECTION
      9.11.
            Secured
      Cash Management Agreements and Secured Hedge Agreements
            169


ARTICLE
X









Miscellaneous




SECTION
      10.01.
            Amendments,
      Etc
            170SECTION
      10.02.
            Notices;
      Effectiveness; Electronic Communications
            173SECTION
      10.03.
            No
      Waiver; Cumulative Remedies
            175SECTION
      10.04.
            Expenses;
      Indemnity; Damage Waiver
            176SECTION
      10.05.
            Payments
      Set Aside
            178SECTION
      10.06.
            Successors
      and Assigns
            178SECTION
      10.07.
            Treatment
      of Certain Information; Confidentiality
            182SECTION
      10.08.
            Right
      of Setoff
            183SECTION
      10.09.
            Interest
      Rate Limitation
            184SECTION
      10.10.
            Counterparts;
      Integration; Effectiveness
            185SECTION
      10.11.
            Survival
      of Representations and Warranties
            185SECTION
      10.12.
            Severability
            185SECTION
      10.13.
            Replacement
      of Lenders
            185SECTION
      10.14.
            Governing
      Law; Jurisdiction; Etc
            186SECTION
      10.15.
            Waiver
      of Jury Trial
            187SECTION
      10.16.
            No
      Advisory or Fiduciary Responsibility
            187SECTION
      10.17.
            Electronic
      Execution of Assignments and Certain Other Documents
            188SECTION
      10.18.
            USA
      Patriot Act Notice
            188SECTION
      10.19.
            Judgment
      Currency
            188SECTION
      10.20.
            Language
            189SECTION
      10.21.
            Intercreditor
      Agreement
            189








-3-





SCHEDULES




Schedule
      1.01
            Existing
      Letters of CreditSchedule
      1.01(a)
            Sale-Leaseback
      PropertiesSchedule
      2.01
            Commitments
      and Applicable PercentagesSchedule
      4.01(a)(vi)
            Mortgaged
      PropertiesSchedule
      5.05
            Supplement
      to Interim Financial StatementsSchedule
      5.06
            LitigationSchedule
      5.08(b)
            Owned
      Real PropertySchedule
      5.08(c)
            Leased
      Real PropertySchedule
      5.09
            Environmental
      MattersSchedule
      5.13
            Subsidiaries
      and Other Equity Investments; Loan PartiesSchedule
      6.12
            GuarantorsSchedule
      6.20
            Post-Closing
      MattersSchedule
      7.01
            Existing
      LiensSchedule
      7.02
            Existing
      InvestmentsSchedule
      7.03(e)
            Existing
      IndebtednessSchedule
      7.05
            DispositionsSchedule
      7.08
            Transactions
      with AffiliatesSchedule
      10.02
            Administrative
      Agent’s Office, Certain Addresses for
Notices












EXHIBITS




Exhibit
      A
            Form
      of Committed Loan NoticeExhibit
      B
            Form
      of Swing Line Loan NoticeExhibit
      C-1
            Form
      of U.S. Revolving Credit NoteExhibit
      C-2
            Form
      of Canadian Revolving Credit NoteExhibit
      D
            Form
      of Compliance CertificateExhibit
      E-1
            Form
      of Assignment and AssumptionExhibit
      E-2
            Form
      of Administrative QuestionnaireExhibit
      F
            Form
      of U.S. GuarantyExhibit
      G-1
            Form
      of U.S. Security AgreementExhibit
      G-2
            Form
      of Canadian Security AgreementExhibit
      H
            Form
      of MortgageExhibit
      I
            Form
      of Intercompany NoteExhibit
      J-1
            Form
      of Opinion - U.S. Counsel to Loan PartiesExhibit
      J-2
            Form
      of Opinion -  Counsel to Canadian Loan
PartiesExhibit
      J-3
            Form
      of Opinion - Local Counsel to U.S. Loan PartiesExhibit
      K
            Form
      of Borrowing Base CertificateExhibit
      L
            Form
      of Perfection Certificate










-4-





This
CREDIT AGREEMENT (“Agreement”) is
entered into as of June 9, 2008, among PLY GEM HOLDINGS, INC., a Delaware
corporation (“Holdings”),
PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Specified U.S.
Borrower” and, in its capacity as the representative of the other
Borrowers pursuant to Section 2.15 hereof,
the “Borrower
Agent”), CWD WINDOWS AND DOORS, INC., a Canadian corporation (the “Canadian Borrower”),
the Subsidiaries of the Specified U.S. Borrower from time to time party hereto
as Borrowers and Guarantors, each Lender from time to time party hereto, CREDIT
SUISSE, as Administrative Agent (in such capacity, the “Administrative
Agent”), U.S. Swing Line Lender and U.S. L/C Issuer, GENERAL ELECTRIC
CAPITAL CORPORATION, as Collateral Agent (in such capacity, the “Collateral Agent”),
CREDIT SUISSE, TORONTO BRANCH, (“CS Toronto”), as
Canadian Swing Line Lender and Canadian L/C Issuer, CREDIT SUISSE SECURITIES
(USA) LLC, as Sole Lead Arranger and Sole Bookrunner, GENERAL ELECTRIC CAPITAL
CORPORATION, as Syndication Agent and UBS LOAN FINANCE LLC, as Documentation
Agent.




Preliminary
Statements:




The
Specified U.S. Borrower and its Subsidiaries intend to refinance certain
Indebtedness under the Existing Credit Agreement, and to pay transaction fees
and expenses in connection therewith, through the issuance and sale of the
Senior Secured Notes and the entering into of the Revolving Credit Facility
described herein.




In
furtherance of the foregoing, the Borrowers have requested that the Lenders
provide a revolving credit facility, and the Lenders have indicated their
willingness to lend and the L/C Issuers have indicated their willingness to
issue letters of credit, in each case, on the terms and subject to the
conditions set forth herein.




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














Definitions and Accounting
Terms




SECTION
1.01.  Defined
Terms.  As used in this Agreement (including the Preliminary
Statements), the following terms shall have the meanings set forth
below:




“2012 Senior Subordinated
Notes” means all outstanding 9% unsecured senior subordinated notes due
2012 issued by the Specified U.S. Borrower pursuant to the 2012 Senior
Subordinated Notes Indenture.




“2012 Senior Subordinated
Notes Indenture” means the Indenture dated as of February 12, 2004
among U.S. Bank National Association, the Specified U.S. Borrower and certain of
the Guarantors, together with all instruments and other agreements in connection
therewith or otherwise setting forth the terms of the 2012 Senior Subordinated
Notes, as may be amended, supplemented or otherwise modified







-5-





from time
to time in accordance with the terms thereof, but only to the extent permitted
under the terms of the Loan Documents.




“ABL Priority
Collateral” means the “Revolving Facility First Lien Collateral” (as
defined in the Intercreditor Agreement).




“Account” has the
meaning specified in the UCC (or, with respect to a Canadian Loan Party, the
PPSA), and shall include any and all rights of a Loan Party to payment for goods
sold or leased or for services rendered that are not evidenced by an Instrument
or Chattel Paper, whether or not they have been earned by
performance.




“Account Debtor” a
Person who is obligated under an Account, Chattel Paper or General
Intangible.




“Administrative Agent”
means Credit Suisse in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent and, with respect to
matters relating to the Canadian Revolving Credit Facility, means CS Toronto, in
its capacity as Canadian administrative agent under any of the Loan Documents,
or any successor Canadian administrative agent.




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




“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the
form of Exhibit
E-2 or any other form approved by the Administrative Agent.




“Advisory Agreement”
means the General Advisory Agreement dated as of February 12, 2004 between
the Specified U.S. Borrower and CXCIC LLC, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, but only to the
extent permitted under the Loan Documents.




“Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




“Agents” means the
Administrative Agent and the Collateral Agent.




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




“Agreement” means this
Credit Agreement as modified, amended, supplemented or restated, and in effect
from time to time.




“Anti-Terrorism Laws”
has the meaning specified in Section
5.23(a).







-6-





“Applicable Commitment Fee
Rate” means, for each fiscal quarter ending after the Closing Date, (a)
0.50% per annum, if the Average Revolving Credit Facility Balance during the
immediately preceding fiscal quarter is greater than 66% of the Aggregate
Commitments outstanding during such period, (b) 0.625% per annum, if the
Average Revolving Credit Facility Balance during the immediately preceding
fiscal quarter is less than or equal to 66% and greater than 33% of the
Aggregate Commitments outstanding during such period, or (c) 0.75%, if the
Average Revolving Credit Facility Balance during the immediately preceding
fiscal quarter is less than or equal to 33% of the Aggregate Commitments
outstanding during such period.  Notwithstanding the foregoing, until
the fiscal quarter ending on or around March 31, 2009, the Applicable Commitment
Fee Rate shall be 0.625%.




“Applicable
Percentage” means, (a) with respect to any U.S. Appropriate Lender at any
time, the percentage (carried out to the ninth decimal place) of the U.S.
Revolving Credit Facility represented by such U.S. Revolving Credit Lender’s
U.S. Revolving Credit Commitment at such time and (b) with respect to any
Canadian Appropriate Lender at any time, the percentage (carried out to the
ninth decimal place) of the Canadian Revolving Credit Facility represented by
such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment at
such time.  If the commitment of each Appropriate Lender to make
Revolving Credit Loans and the obligation of each L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, or if
the Revolving Credit Commitments have expired, then the Applicable Percentage of
each Appropriate Lender in respect of the Revolving Credit Facility shall be
determined based on the Applicable Percentage of such Appropriate Lender in
respect of the Revolving Credit Facility most recently in effect, giving effect
to any subsequent assignments.  The initial Applicable Percentage of
each Lender in respect of each Facility is set forth opposite the name of such
Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.




“Applicable Rate”
means for each fiscal quarter, the applicable percentage per annum set forth
below determined by reference to Average Excess Availability for the immediately
preceding fiscal quarter:







Applicable
      RatePricing
      Level
            Average
      Excess Availability
            Eurodollar
      Rate, BA Rate and Letter of Credit Fees
            Base
      Rate, Canadian Base Rate and Canadian Prime Rate1
            ≥
      $100,000,000
            2.75%
            1.75%2
            <
      $100,000,000 but ≥ $50,000,000
            3.00%
            2.00%3
            <
      $50,000,000
            3.25%
            2.25%





Notwithstanding
the foregoing, (a) during the fiscal quarter in which the Closing Date occurs,
Level 2 shall be deemed to apply, and (b) thereafter and until the fiscal
quarter ending on or around March 31, 2009, for purposes of determining the
Applicable Rate, Average Excess Availability shall be deemed to be not greater
than $100,000,000 or less







-7-





than
$50,000,000. Any increase or decrease in the Applicable Rate resulting from a
change in the Average Excess Availability shall become effective as of the first
calendar day of each fiscal quarter.  Average Excess Availability
shall be calculated by the Administrative Agent based on the Administrative
Agent’s records.  If the Borrowing Base Certificates (including any
required financial information in support thereof) of the Borrowers are not
received by the Agents by the date required pursuant to Section 6.01(e) of
this Agreement, then, upon the request of the Required Lenders, the Applicable
Rate shall be determined as if the Average Excess Availability for the
immediately preceding fiscal quarter is at Level 3 until such time as such
Borrowing Base Certificates and supporting information are
received.




Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Rate for any period shall be subject to the provisions of Section
2.10(b).




“Appropriate Lender”
means, at any time, (a) (i) with respect to the U.S. Revolving Credit
Facility, a Lender that has a Commitment with respect to the U.S. Revolving
Credit Facility or holds a U.S. Revolving Credit Loan at such time,
(ii) with respect to the U.S. Letter of Credit Sublimit, (A) the U.S.
L/C Issuer and (B) if any U.S. Letters of Credit have been issued pursuant
to Section
2.01(c), the U.S. Revolving Credit Lenders and (iii) with respect to
the U.S. Swing Line Sublimit, (A) the U.S. Swing Line Lender and
(B) if any U.S. Swing Line Loans are outstanding pursuant to Section 2.04(A)(a),
the U.S. Revolving Credit Lenders and (b) (i) with respect to the Canadian
Revolving Credit Facility, a Lender that has a Commitment with respect to the
Canadian Revolving Credit Facility or holds a Canadian Revolving Credit Loan at
such time, (ii) with respect to the Canadian Letter of Credit Sublimit,
(A) the Canadian L/C Issuer and (B) if any Canadian Letters of Credit
have been issued pursuant to Section 2.01(d), the
Canadian Revolving Credit Lenders and (iii) with respect to the Canadian
Swing Line Sublimit, (A) the Canadian Swing Line Lender and (B) if any
Canadian Swing Line Loans are outstanding pursuant to Section 2.04(B)(a),
the Canadian Revolving Credit Lenders.




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




“Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.




“Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section
10.06(b)), and accepted by the Administrative Agent, in substantially the
form of Exhibit
E-1 or any other form approved by the Administrative Agent.




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







-8-







“Audited Financial
Statements” means the audited consolidated balance sheet of Holdings and
its Subsidiaries for the fiscal year ended December 31, 2007 and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year of Holdings and its Subsidiaries, including the notes
thereto.




“Availability Period”
means, with respect to each Revolving Credit Facility, the period from and
including the Closing Date to the earliest of (i) the Maturity Date, (ii) the
date of termination of the applicable Revolving Credit Commitments pursuant to
Section 2.06,
and (iii) the date of termination of the commitment of each applicable
Appropriate Lender to make Revolving Credit Loans and of the obligation of the
applicable L/C Issuer to make L/C Credit Extensions pursuant to Section
8.02.




“Availability Reserve”
means, on any date of determination and with respect to the U.S. Borrowing Base
or the Canadian Borrowing Base, as the case may be, the sum (without
duplication) of (a) reserves for deterioration in the salability of inventory;
(b) the Rent and Charges Reserve; (c) the Bank Product Reserve; (d) all accrued
Royalties, whether or not then due and payable by, in the case of the U.S.
Borrowing Base, a U.S. Loan Party or, in the case of the Canadian Borrowing
Base, a Canadian Loan Party; (e) the aggregate amount of liabilities secured by
Liens upon Eligible Collateral that are senior to the Collateral Agent’s Liens
(but imposition of any such reserve shall not waive an Event of Default arising
therefrom); (f) the Canadian Priority Payables Reserve; (g) reserves for excess
dilution; (h) reserves for inventory that is subject to any licensing, patent,
royalty, trademark, trade name or copyright agreement with any third party; and
(i) such additional reserves, in such amounts and with respect to such matters,
as the Agents in their Credit Judgment may elect to impose from time to time;
provided that,
after the Closing Date, the Agents may adjust the apportionment of the
Availability Reserve between the U.S. Revolving Credit Facility and the Canadian
Revolving Credit Facility in their Credit Judgment at such time; and provided further that such
Availability Reserve shall not be established or changed except upon not less
than five (5) Business Days’ notice to the Borrowers (unless an Event of Default
exists in which event no notice shall be required). The Agents will be available
during such period to discuss any such proposed Availability Reserve or change
with the Borrowers and without limiting the right of the Agents to establish or
change such Reserves in the Agents’ Credit Judgment, the Borrowers may take such
action as may be required so that the event, condition or matter that is the
basis for such Availability Reserve no longer exists, in a manner and to the
extent reasonably satisfactory to the Agents. The amount of any Availability
Reserve established by the Agents shall have a reasonable relationship as
determined by the Agents in their Credit Judgment to the event, condition or
other matter that is the basis for the Availability Reserve. Notwithstanding
anything herein to the contrary, an Availability Reserve shall not be
established to the extent that it would be duplicative of any specific item
excluded as ineligible in the definitions of Eligible Collateral, but the Agents
shall retain the right, subject to the requirements of this paragraph, to
establish an Availability Reserve with respect to prospective changes in
Eligible Collateral that may reasonably be anticipated.







-9-




“Average Excess
Availability” means, on any date of determination, the amount of Excess
Availability during a stipulated consecutive Business Day period, calendar day
period or fiscal quarter period divided by the number of Business Days or
calendar days, as the case may be, in such period.




“Average Revolving Credit
Facility Balance” means, for any period, the amount obtained by adding
the Outstanding Amount of Loans (less the Outstanding Amount of any Swing Line
Loans on such date) and L/C Obligations at the end of each day for the period in
question and by dividing such sum by the number of days in such
period.




“BA Rate” means, for
the Interest Period of each BA Rate Loan, the rate of interest per annum equal
to the average annual rate applicable to Canadian Dollar bankers’ acceptances
having an identical or comparable term as the proposed BA Rate Loan displayed
and identified as such on the display referred to as the “CDOR Page” (or any
display substituted therefor) of Reuters Monitor Money Rates Service as at
approximately 10:00 a.m. Toronto time on such day (or, if such day is not a
Business Day, as of 10:00 a.m. Toronto time on the immediately preceding
Business Day), plus
five (5) basis points; provided that if such
rate does not appear on the CDOR Page at such time on such date, the rate for
such date will be the rate of interest per annum equivalent to 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 a Canadian chartered bank listed
on Schedule 1 of the Bank Act (Canada) as selected by the Administrative Agent
is then offering to purchase Canadian Dollar bankers’ acceptances accepted by it
having such specified term (or a term as closely as possible comparable to such
specified term), plus
ten (10) basis points.




“BA Rate Loan” means
any Canadian Revolving Credit Loan denominated in Canadian Dollars bearing
interest at a rate determined by reference to the BA Rate.




“Bank Product” means
any of the following products, services or facilities extended to any Loan
Party: (a) cash management services provided by Cash Management Banks under Cash
Management Agreements and (b) products provided by Hedge Banks under Secured
Hedge Agreements; provided, however, that for any
of the foregoing to be included as an “Obligation” for purposes of a
distribution under Section 8.03,
the applicable Secured Party and the Loan Party must have previously provided
written notice to the Administrative Agent of (i) the existence of such Bank
Product, (ii) the maximum dollar amount of obligations arising thereunder
to be included as a Bank Product Reserve (the “Bank Product
Amount”), and (iii) the methodology to be used by such parties in
determining the Bank Product Debt owing from time to time.  The Bank
Product Amount may be changed from time to time upon written notice to the
Administrative Agent by the applicable Secured Party and Loan
Party.  No Bank Product Amount may be established or increased at any
time that a Default or Event of Default exists and is continuing, or if a
reserve in such amount would cause an Overadvance.







-10-







“Bank Product Amount”
has the meaning specified in the definition of “Bank Product”.




“Bank Product Debt”
means Debt and other obligations of a Loan Party relating to Bank
Products.




“Bank Product Reserve”
means, with respect to the U.S. Borrowing Base or the Canadian Borrowing Base,
the aggregate amount of reserves established by the Agents from time to time in
their Credit Judgment in respect of Bank Product Debt of the U.S. Loan Parties
or the Canadian Loan Parties, as the case may be, which shall be at least equal
to the sum of all Bank Product Amounts.




“Base Rate” means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of
1% and (b) the rate of interest in effect for such day as determined from time
to time by Credit Suisse as its “prime rate” in effect at its principal office
in New York City.  The “prime rate” is a rate set by Credit Suisse
based upon various factors including Credit Suisse’s costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in the “prime rate” so determined by Credit Suisse shall take
effect at the opening of business on the day specified by Credit
Suisse.




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




“BIA” means the
Bankruptcy and Insolvency Act (Canada).




“Bookrunner” means
Credit Suisse Securities (USA) LLC, in its capacity as sole lead arranger and
sole bookrunner.




“Borrower Agent” has
the meaning specified in the introductory paragraph hereto.




“Borrower Materials”
has the meaning specified in Section
6.02.




“Borrowers” mean the
Canadian Borrower and the U.S. Borrowers.




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




“Borrowing Base” means
any of the U.S. Borrowing Base, the Canadian Borrowing Base and/or the Total
Borrowing Base, as the context may require.







-11-





“Borrowing Base
Certificate” means a certificate substantially in the form of Exhibit K.




“Borrowing Base
Condition” means (a) the completion of the Required Audit and Appraisal
and (b) the delivery of the Initial Borrowing Base Certificate in form and
substance reasonably acceptable to the Agents.




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




“CAM” means the
mechanism for the allocation and exchange of interests in the Loans,
participations in Letters of Credit and collections thereunder established
pursuant to Section
8.04.




“CAM Exchange” means
the exchange of the Lenders’ interests provided for in Section
8.04.




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




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




“Canadian Account Control
Agreements” means, collectively, the Deposit Account Control Agreements
entered into by the Canadian Loan Parties in favor of the Collateral Agent, each
in form and substance reasonably satisfactory to the Collateral
Agent.




“Canadian Base Rate”
means, for any day, a rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of
1% and (b) the rate of interest in effect for such day as determined from time
to time by CS Toronto as its “Base Rate” for loans in Dollars in
Canada.  The “Canadian Base Rate” is a rate set by CS Toronto based
upon various factors including CS Toronto’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in the “Canadian Base Rate” so determined by CS
Toronto shall take effect at the opening of business on the day specified by CS
Toronto.







-12-







“Canadian Base Rate
Loan” means any Canadian Revolving Credit Loan denominated in Dollars
bearing interest computed by reference to the Canadian Base Rate.




“Canadian Benefit
Plans” means all employee benefit plans, programs or arrangements of any
nature or kind whatsoever that are not Canadian Pension Plans and are maintained
or contributed to by, or to which there is or may be an obligation to contribute
by, any Borrower or its Subsidiaries in respect of its employees or former
employees in Canada.




“Canadian Borrower”
has the meaning specified in the introductory paragraph hereto.




“Canadian Borrowing
Base” means, on any date of determination, an amount (calculated based on
the most recent Borrowing Base Certificate delivered to the Agents in accordance
with this Agreement) equal to




(a) the
sum of




(i) 85%
of the value of the Eligible Receivables of the Canadian Loan Parties,
and




(ii) 85%
of the NOLV Percentage of the value of the Eligible Inventory of the Canadian
Loan Parties,




minus




(b) the
Availability Reserve to the extent attributable to the Canadian Loan Parties in
the Agents’ Credit Judgment on such date, provided that, after
the Closing Date, the Agents may adjust the apportionment of the Availability
Reserve between the U.S. Revolving Credit Facility and the Canadian Revolving
Credit Facility in their Credit Judgment;”




provided, further that,
notwithstanding anything herein to the contrary: until the Borrowing Base
Condition has been satisfied, the “Canadian Borrowing Base” shall be deemed to
be $15,000,000.




“Canadian Cash Management
Bank” means any Person that, at the time it enters into a Cash Management
Agreement, is an Agent or a Canadian Lender or an Affiliate of an Agent or a
Canadian Lender, in its capacity as a party to such Cash Management Agreement,
in each case in respect of services provided under such Cash Management
Agreement to a Canadian Loan Party.







-13-





“Canadian Collateral”
means all of the “Collateral” and “Mortgaged Property” referred to in the
Canadian Collateral Documents and all of the other property that is or is
intended under the terms of the Canadian Collateral Documents to be subject to
Liens in favor of the Collateral Agent for the benefit of the Canadian Secured
Parties.




“Canadian Collateral
Documents” means, collectively, the Canadian Security Agreement, the
Canadian Intellectual Property Security Agreement, Canadian Mortgages, the
Canadian Account Control Agreements, each of the collateral assignments,
Security Agreement Supplements, IP Security Agreement Supplements, security
agreements, deeds of hypothec, hypothecs, pledge agreements or other similar
agreements delivered to the Collateral Agent pursuant to Section 6.12, and
each of the other agreements, instruments or documents that creates or purports
to create a Lien securing the Canadian Obligations in favor of the
Administrative Agent for the benefit of the Canadian Secured
Parties.




“Canadian Dollar” or
“Cdn. $” means
Canadian dollars, the lawful currency of Canada.




“Canadian Excess
Availability” means, at any time, the difference between (a) the lesser
of (i) the Canadian Revolving Credit Facility and (ii) the Canadian Borrowing
Base at such time, as determined from the most recent Borrowing Base Certificate
delivered by the Borrower Agent to the Agents pursuant to Section 6.01(e)
hereof minus (b) the
Total Canadian Revolving Credit Outstandings.




“Canadian Guarantee”
means, collectively, the Guarantees made by the Canadian Subsidiary Guarantors
in favor of the Canadian Secured Parties, each in form and substance reasonably
satisfactory to the Administrative Agent, together with each other guarantee and
guarantee supplement delivered pursuant to Section 6.12.




“Canadian Intellectual
Property Security Agreement” has the meaning specified in Section 4.01(a)(vii).




“Canadian L/C Advance”
means, with respect to each Canadian Revolving Credit Lender, such Lender’s
funding of its participation in any Canadian L/C Borrowing in accordance with
its Applicable Percentage.




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




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




“Canadian L/C Issuer”
means CS Toronto in its capacity as issuer of Canadian Letters of Credit
hereunder, or any successor issuer of Canadian Letters of Credit
hereunder.







-14-





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




“Canadian Lender”
means each financial institution listed on Schedule 2.01 as
a “Canadian Revolving Credit Lender”, as well as any Person that becomes a
“Canadian Revolving Credit Lender” hereunder pursuant to Section 10.06 and, as
the context requires, includes the Canadian Swing Line Lender.




“Canadian Letter of
Credit” means any standby letter of credit or commercial letter of credit
issued hereunder.




“Canadian Letter of Credit
Sublimit” means an amount equal to $3,000,000.  The Canadian
Letter of Credit Sublimit is part of, and not in addition to, the Canadian
Revolving Credit Facility.




“Canadian Loan” means
an extension of credit by a Lender to the Canadian Borrower under Article II in the
form of a Canadian Revolving Credit Loan or a Canadian Swing Line
Loan.




“Canadian Loan
Documents” means, collectively, (a) this Agreement, (b) the Canadian
Revolving Credit Notes, (c) the Canadian Guarantee, (d) the Canadian Collateral
Documents, (e) the Fee Letter and (f) each Issuer Document with respect to a
Canadian Letter of Credit.




“Canadian Loan
Parties” means the Canadian Borrower and the Canadian Subsidiary
Guarantors.




“Canadian Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties
of, any Canadian Loan Party arising under any Loan Document or otherwise with
respect to any Canadian Loan, Canadian Letter of Credit, Canadian Secured Cash
Management Agreement or Canadian Secured Hedge Agreement, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Canadian Loan Party or
any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.




“Canadian Overadvance”
has the meaning specified in Section
2.01(g).







-15-





“Canadian Overadvance
Loan” means a Canadian Revolving Credit Loan made when an Overadvance
exists or is caused by the funding thereof.




“Canadian Payment
Account” means the Canadian Dollar account and the U.S. Dollar account of
the Collateral Agent to which all monies constituting proceeds of Canadian
Collateral shall be transferred from time to time.




“Canadian Pension
Plans” means each plan, program or arrangement which is required to be
registered as a pension plan under any applicable pension benefits standards or
tax statute or regulation in Canada (or any province or territory thereof)
maintained or contributed to by, or to which there is or may be an obligation to
contribute by, any Borrower or its Subsidiaries in respect of its Canadian
employees or former employees.




“Canadian Prime Rate”
means, for any day, a fluctuating rate of interest per annum equal to the
greater of (a) the rate of interest in effect for such day as determined from
time to time by CS Toronto as its “Prime Rate” and (b) the interest rate per
annum equal to the sum of (i) the BA Rate applicable to bankers’ acceptances
with a term of 30 days on such day and (ii) 0.50% per annum.  The
“Canadian Prime Rate” is a rate set by CS Toronto based upon various factors
including CS Toronto’s costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate. Any change in the
“Canadian Prime Rate” so determined by CS Toronto shall take effect at the
opening of business on the day specified by CS Toronto.




“Canadian Prime Rate
Loan” means any Canadian Revolving Credit Loan denominated in Canadian
Dollars bearing interest computed by reference to the Canadian Prime
Rate.




“Canadian Priority
Payables” means, at any time, with respect to the Canadian Borrowing
Base:




(a) the
amount past due and owing by the Canadian Borrower and any other Canadian Loan
Party, or the accrued amount for which each of the Canadian Borrower and any
other Canadian Loan Party has an obligation to remit to a Governmental Authority
or other Person pursuant to any applicable Law, rule or regulation, in respect
of (i) pension fund obligations; (ii) employment insurance; (iii) goods and
services taxes, sales taxes, employee income taxes and other taxes payable or to
be remitted or withheld; (iv) workers’ compensation; (v) vacation pay; and (vi)
other like charges and demands; in each case, in respect of which any
Governmental Authority or other Person may claim a security interest, hypothec,
prior claim, lien, trust or other claim or Lien ranking or capable of ranking in
priority to or pari passu with one or more of the Liens granted in the
Collateral Documents; and




(b) the
aggregate amount of any other liabilities of the Canadian Borrower and any other
Canadian Loan Parties (i) in respect of which a trust has been or may be imposed
on any Collateral to provide for payment or (ii) which are secured by a security
interest, hypothec, prior claim, pledge, lien, charge, right, or claim or other
Lien on any Collateral, in each case, pursuant to any applicable law, rule or
regulation and which trust, security interest, hypothec, prior claim, pledge,
lien, charge, right, claim or Lien ranks or is capable of ranking in priority to
or pari passu with one or more of the Liens granted in the Collateral
Documents.







-16-






“Canadian Priority Payables
Reserve” means, on any date of determination for the Canadian Borrowing
Base, a reserve established from time to time by the Agents in their Credit
Judgment in such amount as the Agents may determine reflects the unpaid or
unremitted Canadian Priority Payables by the Canadian Loan Parties, which would
give rise to a Lien with priority under applicable Laws over the Lien of the
Collateral Agent for the benefit of the Canadian Secured Parties.




“Canadian Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Canadian
Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate
Loans and BA Rate Loans, having the same Interest Period made by each of the
Canadian Revolving Credit Lenders pursuant to Section 2.01(a) and
shall be deemed to include any Canadian Overadvance Loan and, to the extent
attributed to the Canadian Collateral in the Agents’ Credit Judgment, Protective
Advance made hereunder.




“Canadian Revolving Credit
Commitment” means, as to each Canadian Revolving Credit Lender, its
obligation to (a) make Canadian Revolving Credit Loans to the Canadian Borrower
pursuant to Section
2.01(a), (b) purchase participations in Canadian L/C Obligations, and (c)
purchase participations in Canadian Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01 under
the caption “Canadian Revolving Credit Commitment” or opposite such caption in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement, including pursuant to Section
2.16.




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




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




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







-17-





“Canadian Revolving Credit
Loan” has the meaning specified in Section 2.01(a)
and shall be deemed to include any Canadian Overadvance Loan and, to the extent
attributed to the Canadian Collateral in the Agents’ Credit Judgment, Protective
Advance made hereunder.




“Canadian Revolving Credit
Note” means a promissory note made by the Canadian Borrower in favor of a
Canadian Appropriate Lender evidencing Canadian Revolving Credit Loans or
Canadian Swing Line Loans, as the case may be, made by such Canadian Revolving
Credit Lender, substantially in the form of Exhibit C-2.




“Canadian Secured Cash
Management Agreement” means any Cash Management Agreement that is entered
into by and between a Canadian Loan Party and any Cash Management
Bank.




“Canadian Secured Hedge
Agreement” means any Secured Hedge Agreement that is entered into by and
between any Canadian Loan Party and any Hedge Bank.




“Canadian Secured
Parties” means, collectively, the Administrative Agent, the Collateral
Agent, the Canadian Revolving Credit Lenders, the Canadian L/C Issuer, the
Canadian Hedge Banks, the Canadian Cash Management Banks, each co-agent or
sub-agent appointed by the Administrative Agent  or the Collateral
Agent from time to time pursuant to Section 9.05,
and the other Persons the Canadian Obligations owing to which are or are
purported to be secured by the Canadian Collateral under the terms of the
Collateral Documents.




“Canadian Security
Agreement” means, collectively, the Security Agreements and the deeds of
hypothec delivered pursuant to  Section 6.12, in each
case in respect of the Canadian Collateral, in each case in form and substance
reasonably satisfactory to the Administrative Agent and as amended.




“Canadian Subsidiary”
means any direct or indirect Subsidiary of the Specified U.S. Borrower which is
incorporated or otherwise organized under the laws of Canada or any province or
territory thereof.




“Canadian Subsidiary
Guarantor” means each Canadian Subsidiary (other than the Canadian
Borrower or any Excluded Subsidiary) and each Person that shall, at any time
after the date hereof, become a Canadian Subsidiary and execute and deliver a
Canadian Guarantee pursuant to Section 6.12; it
being understood that none of the Canadian Borrower or any Canadian Subsidiary
Guarantors shall guarantee any of the U.S. Obligations.




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




“Canadian Swing Line
Lender” means CS Toronto in its capacity as provider of Canadian Swing
Line Loans, or any successor swing line lender hereunder.







-18-





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




“Canadian Swing Line
Sublimit” means an amount equal to $1,500,000.  The Canadian
Swing Line Sublimit is part of, and not in addition to, the Canadian Revolving
Credit Facility.




“Canadian Unfunded
Advances/Participations” shall mean (a) with respect to the
Administrative Agent, the aggregate amount, if any (i) made available to
the Canadian Borrower on the assumption that each Canadian Lender has made its
portion of the applicable Borrowing available to the Administrative Agent as
contemplated by Section 2.12(b)
and (ii) with respect to which a corresponding amount shall not in fact
have been returned to the Administrative Agent by the Canadian Borrower or made
available to the Administrative Agent by any such Canadian Lender, (b) with
respect to the Canadian Swing Line Lender, the aggregate amount, if any, of
participations in respect of any outstanding Canadian Swing Line Loan that shall
not have been funded by the Canadian Revolving Credit Facility Lenders in
accordance with Section 2.04(c)
and (c) with respect to the Canadian L/C Issuer, the aggregate amount, if any,
of participations in respect of any outstanding Canadian L/C Borrowing that
shall not have been funded by the Canadian Revolving Credit Facility Lenders in
accordance with Sections 2.03(c).




“Capital Expenditures”
means, with respect to any Person for any period, any expenditure in respect of
the purchase or other acquisition of any fixed or capital asset (excluding
normal replacements and maintenance which are properly charged to current
operations); provided, however, that Capital
Expenditures shall not include any such expenditures which constitute (a) a
Permitted Acquisition, (b) capital expenditures relating to the construction or
acquisition of any property which has been transferred to a Person that is not a
Borrower pursuant to a sale-leaseback transaction permitted under Section 7.05(f), (c)
to the extent permitted by this Agreement, a reinvestment of the net cash
proceeds of any Disposition (other than any Dispositions under Sections 7.05(b),
(f), (h), (i) and (j)) or any insurance
proceeds paid on account of the loss of or damage to the assets being replaced,
substituted, restored or repaired and the reinvestment of the net cash proceeds
of any such Disposition or such insurance proceeds, (d) the purchase price of
equipment purchased substantially contemporaneously with the trade-in or sale of
used or surplus existing equipment to the extent that the gross amount of such
purchase price is reduced by the credit granted to the seller of such equipment
(or for the net proceeds of such sale) for the equipment being traded in or sold
at such time, or (f) capitalized interest relating to the construction of any
fixed assets.




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




“Capitalized Lease
Obligations” means, at the time any determination thereof is to be made,
the amount of the liability in respect of a Capitalized Lease that would at that
time be required to be capitalized on a balance sheet in accordance with GAAP.
Notwithstanding the foregoing, any obligations under any sale-leaseback
transaction (including the Sale-Leaseback Transaction) in existence on the
Closing Date shall not constitute Capitalized Lease Obligations
hereunder.







-19-






“Cash Collateralize”
has the meaning specified in Section
2.03(g).




“Cash Dominion Event”
means either (a) the occurrence and continuance of an Event of Default or (b)
the failure of the Loan Parties to maintain Excess Availability of at least 15%
of the Aggregate Commitments.  For purposes of this Agreement, the
occurrence of a Cash Dominion Event shall be deemed continuing (a) so long as
such Event of Default is continuing and has not been cured or waived, and/or
(b) if the Cash Dominion Event arises under clause (b) above, until Excess
Availability is equal to or greater than 15% of the Aggregate Commitments for
thirty (30) consecutive days, in which case a Cash Dominion Event shall no
longer be deemed to be continuing for purposes of this Agreement.




“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the
Borrowers or any of their Subsidiaries free and clear of all Liens (other than
Liens created under the Collateral Documents and other Liens permitted
hereunder):




(a)
readily marketable obligations issued or directly and fully guaranteed or
insured by the United States of America (or Canada) or any agency or
instrumentality thereof having maturities of not more than 360 days from the
date of acquisition thereof; provided that the
full faith and credit of the United States of America (or Canada, as the case
may be) is pledged in support thereof;




(b) time
deposits with, or insured certificates of deposit or bankers’ acceptances of,
any commercial bank that (i) (A) is a Lender or (B) is organized under the laws
of the United States of America, any state thereof or the District of Columbia
(or Canada, as the case may be) or is the principal banking subsidiary of a bank
holding company organized under the laws of the United States of America, any
state thereof or the District of Columbia (or Canada, as the case may be), and
is a member of the Federal Reserve System, (ii) issues (or the parent of
which issues) commercial paper rated as described in clause (c) of this
definition and (iii) has combined capital and surplus of at least
$500,000,000, in each case with maturities of not more than 365 days from the
date of acquisition thereof;




(c)
commercial paper issued by any Person organized under the laws of any state of
the United States of America (or Canada, as the case may be) and rated at least
“Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or
the then equivalent grade) by S&P, in each case with maturities of not
more than 180 days from the date of acquisition thereof;




(d)
Investments, classified in accordance with GAAP as current assets of the
Borrowers or any of their Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered
by







-20-





financial
institutions that have the highest rating obtainable from either Moody’s or
S&P, and the portfolios of which are limited solely to Investments of the
character, quality and maturity described in clauses (a), (b) and
(c) of this definition;




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




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




provided that
instruments equivalent to those referred to in clauses (a) through
(f) above
denominated in Canadian Dollars which are comparable in credit quality and tenor
to those referred to above and customarily used by corporations for short term
cash management purposes in Canada shall be permitted to the extent reasonably
required in connection with any business conducted by any Subsidiary organized
in Canada.




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




“Cash Management Bank”
means a U.S. Cash Management Bank and/or a Canadian Cash Management Bank, as the
context may require.




“CCAA” means the
Companies’ Creditors Arrangement Act (Canada), as amended or otherwise modified
from time to time and any rule or regulation issued thereunder.




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




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




“CFC” means a Person
that is a controlled foreign corporation under Section 957 of the
Code.




“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the
administration,







-21-





interpretation
or application thereof by any Governmental Authority or (c) the making or
issuance of any request, guideline or directive (whether or not having the force
of law) by any Governmental Authority.




A “Change of
Control”   shall be deemed to have occurred
if:




(a)  Holdings
at any time ceases to own 100% of the Equity Interests of the Specified U.S.
Borrower;




(b)  at any
time a change of control (as defined in the documentation for any Indebtedness
in an outstanding aggregate principal amount in excess of the Threshold Amount)
shall occur;




(c)  prior to
a Qualifying IPO, (i) the Equity Investors cease to own (directly or
indirectly), or to have the power to vote or direct the voting of, Equity
Interests of Holdings representing a majority of the voting power of the total
outstanding voting Equity Interests of Holdings or (ii) the Equity Investors
cease to own (directly or indirectly) Equity Interests representing a majority
of the total economic interests of the Equity Interests of
Holdings;




(d)  following
a Qualifying IPO, (i) the Equity Investors shall fail to own (directly or
indirectly), or to have the power to vote or direct the voting of, Equity
Interests of Holdings representing more than 35% of the voting power of the
total outstanding voting Equity Interests of Holdings, (ii) the Equity Investors
cease to own (directly or indirectly) Equity Interests representing more than
35% of the total economic interests of the Equity Interests of Holdings or (iii)
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than one or more Equity
Investors, is or becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as amended, except for purposes
of this clause such person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of voting Equity Interests of Holdings
representing more than the voting power of the voting Equity Interests of
Holdings owned by the Equity Investors; or




(e)  following
a Qualifying IPO, during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors of Holdings (or,
if a parent company of Holdings shall have been the subject of such Qualifying
IPO, such parent) (together with any new directors whose election to such Board
of Directors or whose nomination for election was approved by a vote of a
majority of the members of the Board of Directors of Holdings or such parent,
which members comprising such majority are then still in office and were either
directors at the beginning of such period of whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of Holdings or such parent.







-22-


For
purpose of this definition, a person shall not be deemed to have beneficial
ownership of Equity Interests subject to a stock purchase agreement, merger
agreement or similar agreement until consummation of the transactions
contemplated by such agreement.




“Closing Date” means
the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section
10.01.




“Code” means the
Internal Revenue Code of 1986 as amended from time to time.




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




“Collateral Agent”
means General Electric Capital Corporation, in its capacity as “collateral
agent” pursuant to Section
9.01.




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




“Commodities Account Control
Agreements” has the meaning specified in the U.S. Security Agreement
and/or the Canadian Security Agreement, as the context may require.




“Commitment” means a
Revolving Credit Commitment.




“Committed Loan
Notice” means a notice of (a) a Revolving Credit Borrowing, (b) a
conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit
A.




“Compliance
Certificate” means a certificate substantially in the form of Exhibit D.




“Consolidated Amortization
Expense” for any period means, with respect to any specified Person for
such period, the amortization expense of such Person and its Subsidiaries for
such period, determined on a consolidated basis in accordance with
GAAP.




“Consolidated Depreciation
Expense” for any period means, with respect to any specified Person for
such period, the depreciation expense of such Person and its Subsidiaries for
such period, determined on a consolidated basis in accordance with
GAAP.




“Consolidated EBITDA”
means, with respect to any specified Person for any period, the Consolidated Net
Income of such Person for such period and, without duplication, plus:  (1)
Consolidated Income Tax Expense; plus (2) Consolidated
Amortization Expense (but only to the extent not included in Consolidated
Interest Expense); plus
(3) Consolidated Depreciation Expense; plus (4) Consolidated
Interest Expense; plus
(5) Restructuring Expenses; plus (6) payments pursuant to
the Advisory Agreement;







-23-





plus (7) Pro Forma Cost
Savings; plus (8) net
out-of-pocket costs and expenses related to acquiring the inventory of a prior
supplier of a company in connection with becoming a provider to such company not
to exceed $5,000,000 for any Measurement Period; plus (9) all other non-cash
items reducing the Consolidated Net Income (excluding any non-cash charge that
results in an accrual of a reserve for cash charges in any future period and
excluding write-down or write-off of current assets) for such period, in each
case for items (1) to (9) above, determined on a consolidated basis in
accordance with GAAP; minus(10) the aggregate amount of all non-cash items, determined on a
consolidated basis, to the extent such items increased Consolidated Net Income
for such period; provided that the sum
of the Restructuring Expenses and Pro Forma Costs Savings added to the
Consolidated Net Income to compute Consolidated EBITDA in any Measurement Period
shall not exceed 15% of such Consolidated EBITDA for such Measurement
Period.




Notwithstanding
the preceding, the provision for items (2) to (9) above of a Subsidiary which is
not a Guarantor of the Specified U.S. Borrower shall be added to Consolidated
Net Income to compute Consolidated EBITDA of the Specified U.S. Borrower only to
the extent (and in the same proportion) deducted in determining Consolidated Net
Income and with respect to the portion of Consolidated Net Income attributable
to any Subsidiary (other than any Loan Party) only if a corresponding amount
would be permitted at the date of determination to be distributed to the
Specified U.S. Borrower by such Subsidiary without prior approval (that has not
been obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to such Subsidiary or its stockholders.




“Consolidated Fixed Charge
Coverage Ratio” means, for any period, the ratio of (a) (i)
Consolidated EBITDA of the Specified U.S. Borrower and its Subsidiaries, less (ii) the aggregate
amount of all Capital Expenditures of or by the Specified U.S. Borrower and its
Subsidiaries made during such period, less (iii) taxes paid or
payable in cash by the Specified U.S. Borrower and its Subsidiaries with respect
to such period to (b) the sum of (i) the Consolidated Interest Expense of the
Specified U.S. Borrower and its Subsidiaries for such period paid in cash, plus (ii) the aggregate
principal amount of all Mandatory Principal Payments made during such period but
excluding (A) any such payments to the extent financed through the incurrence of
additional Indebtedness (other than Loans hereunder) otherwise expressly
permitted under Section 7.02 and
(B) Mandatory Principal Payments in respect of the Existing Credit Facility in
each case made on or before the Closing Date, and (iii) the aggregate principal
amount of all Restricted Payments made during such period pursuant to Section 7.06(e), for
the most recently complete Measurement Period.




“Consolidated Income Tax
Expense” for any period means, with respect to any specified Person for
any period, the provision for taxes of such Person and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP.







-24-





“Consolidated Interest
Expense” for any period means, with respect to any specified Person for
any period, the sum, without duplication, of the total interest expense (less
interest income) of such Person and its Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP and including without
duplication,




(a)
imputed interest on Capitalized Lease Obligations,




(b)
commissions, discounts and other fees and charges owed with respect to letters
of credit securing financial obligations, bankers’ acceptance financing and
receivables financings,




(c) the
net costs associated with Hedging Obligations,




(d) the
interest portion of any deferred payment obligations,




(e) all
other non-cash interest expense,




(f)
capitalized interest,




(g) the
product of (i) all dividend payments on any series of Disqualified Equity
Interests of such Person or any Preferred Stock of any Subsidiary thereof (other
than any such Disqualified Equity Interests or any Preferred Stock held by such
Person or a wholly-owned Subsidiary thereof or to the extent paid in Qualified
Equity Interests), multiplied by (ii) a fraction, the numerator of which is one
and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person and its Subsidiaries,
expressed as a decimal,




(h) all
interest payable with respect to discontinued operations, and




(i) all
interest on any Indebtedness described in clause (e) or (h) of
the definition of “Indebtedness”; provided that such
interest shall be included in Consolidated Interest Expense only to the extent
that the amount of the related Indebtedness is reflected on the balance sheet of
the Specified U.S. Borrower or any Subsidiary,




less, to the extent included
in such total interest expense, (A) the amortization during such period of
capitalized financing costs associated with the Transactions and (B) the
amortization during such period of other capitalized financing costs; provided, however, that, in the
case of clause (B), the aggregate amount of amortization relating to such
capitalized financing costs deducted in calculating Consolidated Interest
Expense shall not exceed 5% of the aggregate amount of the financing giving rise
thereto.




Consolidated
Interest Expense shall be calculated excluding unrealized gains and losses with
respect to Hedging Obligations.




“Consolidated Net
Income” means, with respect to any specified Person for any period, the
aggregate of the net income (or loss) of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with







-25-





GAAP;
provided that
there shall be excluded from such net income (or loss) (to the extent otherwise
included therein), without duplication:




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




(b)
except to the extent includible in Consolidated Net Income of the specified
Person pursuant to the foregoing clause (a), the net income (or loss) of any
Person that accrued prior to the date that (i) such Person becomes a Subsidiary
or is merged into or consolidated with the specified Person or a Subsidiary
thereof or (ii) the assets of such Person are acquired by the specified Person
or a Subsidiary thereof;




(c) the
net income of any Subsidiary (other than any Loan Party) during such period to
the extent that the declaration or payment of dividends or similar distributions
by such Subsidiary of that income is not permitted by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Subsidiary during such period,
except that the specified Person’s equity in a net loss of any such Subsidiary
for such period shall be included in determining Consolidated Net
Income;




(d) any
gain (or loss), together with any related provisions for taxes on any such gain
(or the tax effect of any such loss), realized during such period by such
specified Person or any of its Subsidiaries upon (i) the acquisition of any
securities, or the extinguishment of any Indebtedness, of the specified Person
and any Subsidiary thereof or (ii) any Disposition by the specified Person or
any Subsidiary thereof;




(e) gains
and losses due solely to fluctuations in currency values and the related tax
effects according to GAAP;




(f)
unrealized gains and losses with respect to Hedging Obligations;




(g) the
cumulative effect of any change in accounting principles;




(h) any
amortization or write-offs of debt issuance or deferred financing costs,
premiums and prepayment penalties, and other costs and expenses, in each case,
paid or charged during such period to the extent attributable to the
Transactions;




(i) gains
and losses realized upon the refinancing of any Indebtedness of the specified
Person or any Subsidiary thereof;







-26-





(j) any
extraordinary or nonrecurring gain (or extraordinary or nonrecurring loss),
together with any related provision for taxes on any such extraordinary or
nonrecurring gain (or the tax effect of any such extraordinary or nonrecurring
loss), realized by the specified Person or any Subsidiary during such period
thereof;




(k)
non-cash compensation charges or other non-cash expenses or charges arising from
the grant of or issuance or repricing of Equity Interests or other equity-based
awards or any amendment or substitution of any such Equity Interests or other
equity-based awards;




(l) any
non-cash goodwill or non-cash asset impairment charges subsequent to the Closing
Date;




(m) any
expenses or reserves for liabilities to the extent that the specified Person or
any Subsidiary thereof is entitled to indemnification therefor under binding
agreements; providedthat any liabilities
for which the specified Person or such Subsidiary is not actually indemnified
shall reduce Consolidated Net Income in the period in which it is determined
that the specified Person or such Subsidiary will not be indemnified;
and




(n) so
long as the specified Person or any Subsidiary file a consolidated tax return,
or are part of a consolidated group for tax purposes, with Holdings or any other
holding company, the excess of (i) the Consolidated Income Tax Expense for such
period over (ii) all tax payments payable for such period by the specified
Person and the Subsidiaries thereof to Holdings or such other holding company
under a tax sharing agreement or arrangement.




For
purposes of this definition of “Consolidated Net Income,” “nonrecurring” means, with respect to any
cash gain or loss, any gain or loss as of any date that is not reasonably likely
to recur within the two years following such date; providedthat if there was a
gain or loss similar to such gain or loss within the two years preceding such
date, such gain or loss shall not be deemed nonrecurring.




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




“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.




“Covenant Trigger
Event” means, at any time, either (a) the occurrence and continuance of
an Event of Default or (b) the failure of the Loan Parties to maintain Excess
Availability of at least 15% of the Aggregate Commitments.  For
purposes of this Agreement, the occurrence of a Covenant Trigger Event shall be
deemed continuing (a) so long as such Event of Default is continuing and
has not been cured or waived and/or (b) if the Covenant Trigger Event
arises under clause (b) above, until Excess Availability







-27-





is
equal to or greater than 15% of the Aggregate Commitments for thirty
(30) consecutive days, in which case a Covenant Trigger Event shall no
longer be deemed to be continuing for purposes of this Agreement.  For
purposes of determining whether a Covenant Trigger Event shall have occurred and
is continuing, no greater than 25% of Excess Availability shall be composed of
Canadian Excess Availability and no greater than 25% of the Aggregate
Commitments shall be composed of Commitments of Canadian Lenders.




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




“Credit Judgment”
means the Agents’ commercially reasonable judgment exercised in good faith,
based upon their consideration of any factor that they reasonably believe (a)
could materially adversely affect the quantity, quality, mix or value of
Collateral (including any Applicable Law that may inhibit collection of an
Account), the enforceability or priority of the Collateral Agent’s Liens, or the
amount that the Agents and the Lenders could receive in liquidation of any
Collateral; (b) suggests that any collateral report or financial information
delivered by any Loan Party is incomplete, inaccurate or misleading in any
material respect; (c) materially increases the likelihood of any Insolvency
Proceeding involving a Loan Party; or (d) creates or could result in an Event of
Default.  In exercising such judgment, the Agents may consider any
factors that could materially increase the credit risk of lending to the
Borrowers on the security of the Collateral.




“CS Toronto” has the
meaning specified in the introductory paragraph hereto.




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




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




“Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate, Canadian Base Rate or Canadian Prime
Rate, as applicable plus (ii) the Applicable
Rate, if any, applicable to Base Rate Loans, Canadian Base Rate Loans or
Canadian Prime Rate Loans, as the case may be, under the Revolving Credit
Facility plus (iii) 2%
per annum; provided, however, that with
respect to a Eurodollar Rate Loan or a BA Rate Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable Rate)
otherwise applicable to such Loan plus 2% per annum and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per
annum.







-28-









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




“Deposit Account Control
Agreements” has the meaning specified in the U.S. Security Agreement
and/or the Canadian Security Agreement, as the context may require.




“Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person (or the granting of any
option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.




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




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







-29-





“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any other currency,
the equivalent amount thereof in Dollars as determined by the Administrative
Agent or the L/C Issuers, as the case may be, at such time on the basis of the
Spot Rate in accordance with Section
1.07.




“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political
subdivision of the United States.




“Dominion Account”
means any Deposit Account of a Loan Party at the Collateral Agent or its
Affiliates or branches or another bank acceptable to the Collateral Agent, in
each case which is subject to a Deposit Account Control Agreement and a lockbox
or other similar arrangement in accordance with Section
6.17(a)(iv).




“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section
10.06(b)(iii), (v) and (vi) (subject to such
consents, if any, as may be required under Section
10.06(b)(iii)).




“Eligible Collateral”
means, collectively, Eligible Inventory and Eligible Receivables.




“Eligible In-Transit
Inventory” means, at any time, without duplication of other Eligible
Inventory, Inventory:




(a)           which
has been shipped for receipt by any Loan Party within forty-five (45) days of
the date of shipment, but which has not yet been delivered to or on behalf of
such Loan Party;




(b)           for
which the purchase order is in the name of a Loan Party and title has passed to
such Loan Party;




(c)           which
is insured in accordance with the terms of this Agreement; and




(d)           which
otherwise would constitute Eligible Inventory.




“Eligible
Inventory”
means Inventory of the Loan Parties subject to the Lien of the Collateral
Documents, the value of which shall be determined by taking into consideration,
among other factors, the lowest of its cost and its book value determined in
accordance with GAAP and excluding any portion of cost attributable to
intercompany profit among the Loan Parties and their Affiliates; provided, however, that,
subject to the ability of the Agents to establish other criteria of
ineligibility in their Credit Judgment or modify the criteria established below,
unless otherwise approved by the Agents in their Credit Judgment, none of the
following classes of Inventory shall be deemed to be Eligible
Inventory:




(a)
Inventory that is obsolete, unusable or otherwise unavailable for
sale;







-30-





(b)
Inventory consisting of promotional, marketing, packaging or shipping materials
and supplies;




(c)
Inventory that fails to meet all standards imposed by any Governmental Authority
having regulatory authority over such Inventory or its use or sale;




(d)
Inventory (i) with respect to the U.S. Borrowing Base,  located
outside the United States and (ii) with respect to the Canadian Borrowing Base,
located outside of Canada;




(e)
Inventory that is located on premises owned, leased or rented by a Person that
is not a Loan Party, or is placed on consignment; provided that
Inventory placed on consignment with an aggregate book value of up to
$15,000,000 shall consist of Eligible Inventory if such Inventory is clearly
segregated from all Inventory of such Person, all UCC and PPSA filings deemed
necessary or desirable by the Agents have been made, notice has been given to
any secured lender of such Person, and a reasonably satisfactory Lien Waiver has
been delivered to Agents by such Person;




(f)
Inventory with respect to which the representations and warranties set forth in
this Agreement, in the U.S. Security Agreement or in the Canadian Security
Agreement applicable to Inventory are not correct;




(g)
Inventory in respect of which the U.S. Security Agreement or the Canadian
Security Agreement, as applicable, after giving effect to the related filings of
financing statements that have then been made, if any, does not or has ceased to
create a valid and perfected first priority Lien or security interest in favor
of the Collateral Agent, on behalf of the applicable Secured Parties, securing
the applicable Obligations;




(h) it is
not either (i) otherwise acceptable to or (ii) subject to a reserve acceptable
to, the Agents, in their Credit Judgment; and




(i)
in-transit Inventory other than Eligible In-Transit Inventory with an aggregate
book value of up to $5,000,000.




If the
Agents deem Inventory ineligible in their Credit Judgment (and not based upon
the criteria set forth above), then the Agents shall give the Borrower Agent two
(2) Business Days’ prior notice thereof (unless an Event of Default exists, in
which event no notice shall be required).




“Eligible Receivables”
means Accounts of the Loan Parties subject to the Lien of the Collateral
Documents, the value of which shall be determined by taking into consideration,
among other factors, their book value determined in accordance with GAAP, net of
any returns, rebates, discounts (calculated on the shortest terms), credits,
allowances or Taxes (including sales, excise or other taxes) that have been or
could be claimed by the Account Debtor or any other Person; provided, however, that,
subject to







-31-





the
ability of the Agents to establish other criteria of ineligibility in their
Credit Judgment or modify the criteria established below, unless otherwise
approved by the Agents in their Credit Judgment, none of the following classes
of Accounts shall be deemed to be Eligible Receivables:




(a)
Accounts that (i) do not arise out of sales of goods or rendering of
services in the ordinary course of the Borrowers’ or the relevant Subsidiaries’
business, (ii) are not evidenced by an invoice or other documentation
satisfactory to the Agents, (iii) are contingent upon any Loan Party’s
completion of any further performance or (iv) relate to payments of
interest;




(b)
Accounts payable other than in Dollars or, in the case of Canadian Loan Parties,
Dollars or Canadian Dollars, or that are otherwise on terms other than those
normal or customary in the Borrowers’ or the relevant Subsidiaries’
business;




(c)
Accounts arising out of a sale made or services rendered by any Borrower to a
Subsidiary of any Borrower or an Affiliate of any Borrower or to a Person
controlled by an Affiliate of any Borrower (including any employees, officers,
directors or stockholders of such Borrower);




(d)
Accounts (i) more than 90 days past the original invoice date, (ii) more than 60
days past the original due date (other than up to $7,500,000 of Accounts not
more than 75 days past the original due date) or (iii) which has been
written off the books of such Loan Party or otherwise designated as
uncollectible;




(e)
Accounts owing from any Person from which an aggregate amount of more than 50%
of the Accounts owing therefrom is more than 90 days past original invoice date
or more than 60 days past the date due;




(f)
Accounts owing from any Person that exceed 20% of the net amount of all Eligible
Accounts, but only to the extent of such excess;




(g)
Accounts owing from any Person that (i) has disputed liability for any
Account owing from such Person or has been placed on credit hold due to past due
balances or (ii) has otherwise asserted any claim, demand or liability
against a Borrower or any of its Subsidiaries, whether by action, suit,
counterclaim or otherwise;




(h)
Accounts owing from any Person that shall take or be the subject of any action
or proceeding of a type described in Section 8.01(f);




(i)
Accounts (i) owing from any Person that is also a supplier to or creditor of a
Borrower or any of its Subsidiaries unless such Person has waived any right of
setoff in a manner acceptable to the Agents, (ii) representing any
manufacturer’s or supplier’s credits, discounts, incentive plans or similar
arrangements entitling a Borrower or any of its Subsidiaries to discounts on
future purchase therefrom, (iii) in respect of which the related invoice(s) has
been reversed;







-32-









(j)
Accounts arising out of sales to account debtors outside the United States and
Canada, unless such Accounts are fully backed by an irrevocable letter of credit
on terms, and issued by a financial institution, acceptable to the Agents and
such irrevocable letter of credit is in the possession of the Collateral
Agent;




(k)
Accounts arising out of sales on a bill-and-hold, cash in advance or cash on
delivery payment terms, guaranteed sale, sale-or-return, sale on approval or
consignment basis or subject to any right of return, setoff or charge back or
Accounts representing any unapplied cash;




(l)
Accounts owing from an account debtor that is an agency, department or
instrumentality of the United States or any state thereof or Canada or any
province or territory thereof unless the applicable Borrower or its relevant
Subsidiary shall have satisfied the requirements of the Assignment of Claims Act
of 1940, or the Financial Administration Act (Canada) and any similar state,
provincial or territorial legislation and the Agents are satisfied as to the
absence of setoffs, counterclaims and other defenses on the part of such account
debtor;




(m)
Accounts with respect to which the representations and warranties set forth in
this Agreement or in the Security Agreement applicable to Accounts are not
correct;




(n)
Accounts in respect of which the applicable Security Agreement, after giving
effect to the related filings of financing statements that have then been made,
if any, does not or has ceased to create a valid and perfected first priority
lien or security interest in favor of the Collateral Agent, on behalf of the
Secured Parties, securing the Obligations;




(o)
Accounts that fail to meet all standards imposed by any Governmental Authority
having regulatory authority over such Account;




(p)
Accounts (i) for which goods giving rise to such Account have not been shipped
to the Account Debtor or for which the services giving rise to such Account have
not been performed or if such Account was invoiced more than once and (ii) with
respect to which any check or other instrument of payment has been uncollected
for any reason; and




(q) it is
not either (i) otherwise acceptable to or (ii) subject to a reserve acceptable
to, the Agents, in their Credit Judgment.




If the
Agents deem Accounts ineligible in their Credit Judgment (and not based upon the
criteria set forth above), then the Agents shall give the Borrower Agent two (2)
Business Days’ prior notice thereof (unless an Event of Default exists, in which
event no notice shall be required).







-33-





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




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




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




“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.




“Equity Investors”
means the Sponsor, the Management Shareholders, the other equityholders of Ply
Gem Prime Holdings, Inc. and their respective Affiliates and Related Parties as
of the Closing Date.




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




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




“ERISA Event” means
(a) (i) the occurrence of a Reportable Event with respect to a Pension Plan or
(ii) the requirements of Section 4043(b) of ERISA apply with respect to a
contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Pension
Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of
Section 4043(c) of ERISA is reasonably expected to occur with respect to
such Pension Plan within the following 30 days; (b) a withdrawal by the
Borrowers or any ERISA Affiliate







-34-





from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which
it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrowers or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Section 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrowers
or any ERISA Affiliate; (g) the withdrawal by any Loan Party or any ERISA
Affiliate from a Pension Plan that is a multiple employer or other plan
described in Section 4064(a) of ERISA during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (h) the
conditions for imposition of a lien under Section 303(k) of ERISA or other
applicable Laws shall have been met with respect to any Pension Plan or Canadian
Pension Plan; or (i) a determination that any Pension Plan is in “at risk”
status (within the meaning of Section 303 of ERISA).




“Eurodollar Rate”
means, for any Interest Period with respect to a Eurodollar Rate Loan, an
interest rate per annum equal to the product of (a) the rate per annum
determined by Credit Suisse, at approximately 11:00 a.m. (London time) on the
date which is two Business Days prior to the beginning of such Interest Period
(as specified in the applicable Committed Loan Notice) by reference to the
British Bankers’ Association Interest Settlement Rates for deposits in Dollars
(as set forth by any service which has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying
such rates) for a period equal to such Interest Period,provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provision of this definition, the “Eurodollar Rate” shall be the interest rate
per annum, determined by Credit Suisse to be the average of the rates per annum
at which deposits in Dollars are offered for such relevant Interest Period to
major banks in the London interbank market in London, England by Credit Suisse
at approximately 11:00 a.m. (London time) on the date which is two Business Days
prior to the beginning of such Interest Period and (b) Statutory
Reserves.




“Eurodollar Rate Loan”
means a Revolving Credit Loan that bears interest at a rate based on the
Eurodollar Rate.




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




“Excess Availability”
means the sum of U.S. Excess Availability and Canadian Excess
Availability.







-35-





“Excluded Accounts”
has the meaning specified in the U.S. Security Agreement and/or the Canadian
Security Agreement, as the context may require.




“Excluded Subsidiary”
means, on any date, any Subsidiary of the Specified U.S. Borrower that has less
than $100,000 in total assets; (ii) which does not have any Indebtedness
(including by way of Guarantee) in respect of money borrowed (it being
understood, without limitation to the foregoing, that in no event shall any
Subsidiary that provides a Guarantee of the Senior Secured Notes be an Excluded
Subsidiary), and (iii) which is not engaged in any substantial business
activities.




“Excluded Taxes”
means, with respect to any Agent, any Lender, any L/C Issuer or any other
recipient of any payment to be made by or on account of any obligation of a
Borrower hereunder, (a) taxes imposed on or measured by its overall net income
or capital (however denominated), and franchise taxes imposed on it (in lieu of
net income taxes), by the jurisdiction (or any political subdivision thereof)
under the Laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending
Office is located, (b) any branch profits taxes imposed by the United States or
any similar tax imposed by any other jurisdiction described in clause (a) above, (c)
any backup withholding tax that is required by the Code to be withheld from any
amounts payable under this Agreement, and (d) in the case of a Foreign Lender
(other than an assignee pursuant to a request by the Borrower Agent under Section 10.13 and
other than an assignee Lender pursuant to a CAM Exchange under Section 8.04), any
United States withholding tax that (i) is required to be imposed on amounts
payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or
(ii) is attributable to such Foreign Lender’s failure or inability (other than
as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrowers with respect to such withholding
tax pursuant to Section 3.01(a)(ii)
or (iii).




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




“Existing Credit
Agreement” means that certain Fifth Amended and Restated Credit
Agreement, dated as of April 5, 2007, as amended, among the Borrowers,
Holdings, UBS AG, Stamford Branch, as administrative agent and collateral agent
and the lender parties and other agents party thereto.




“Existing Letters of
Credit” means the letters of credit listed on Schedule 1.01
and outstanding on the Closing Date.




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




“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day,







-36-





as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Credit Suisse on such day on such transactions as
determined by the Administrative Agent.




“Fee Letter” means (a)
the letter agreement, dated June 2, 2008, among the Specified U.S.
Borrower, the Administrative Agent and the Bookrunner and (b) the letter
agreement, dated June 3, 2008, between the Specified U.S. Borrower and the
Collateral Agent.




“Foreign Lender” means
any Lender that is organized under the Laws of a jurisdiction other than that in
which a Borrower is resident for tax purposes (including such a Lender when
acting in the capacity of an L/C Issuer).  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.




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




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




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




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




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




“Governmental
Authority” means the government of the United States, Canada or any other
nation, or of any political subdivision thereof, whether state, provincial,
territorial, municipal or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).







-37-









“Guarantee” means, as
to any Person, any (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity or level of income or cash flow of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation, or (iv)
entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the
term “Guarantee” shall not include customary and reasonable indemnity
obligations in effect on the Closing Date or entered into in connection with any
acquisition or Disposition of assets permitted under this Agreement (other than
such obligations with respect to Indebtedness).  The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith.  The term “Guarantee” as a verb
has a corresponding meaning.




“Guarantors” means,
collectively, Holdings, the Specified U.S. Borrower, the Subsidiaries of the
Specified U.S. Borrower listed on Schedule 6.12 and
each other Subsidiary of the Specified U.S. Borrower that shall be required to
execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.




“Guaranties” means the
U.S. Guaranty and the Canadian Guarantee.




“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, mold, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental
Law.




“Hedge Bank” means any
Person that, at the time it enters into a Swap Contract permitted under Article VI or VII, is an Agent or a
Lender or an Affiliate of an Agent or a Lender, in its capacity as a party to
such Swap Contract.







-38-





“Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person
under:




(a)
interest rate swap agreements, interest rate cap agreements, interest rate
collar agreements and other agreements or arrangements designed for the purpose
of fixing, hedging or swapping interest rate risk;




(b)
commodity swap agreements, commodity option agreements, forward contracts and
other agreements or arrangements designed for the purpose of fixing, hedging or
swapping commodity price risk; and




(c)
foreign exchange contracts, currency swap agreements and other agreements or
arrangements designed for the purpose of fixing, hedging or swapping foreign
currency exchange rate risk.




“Holdings” means Ply
Gem Holdings, Inc.




“Incremental Assumption
Agreement” means an Incremental Assumption Agreement in form and
substance reasonably satisfactory to the Administrative Agent, among the
Borrowers, the Administrative Agent and one or more Incremental Revolving Credit
Lenders.




“Incremental Revolving Credit
Commitment” means any increased or incremental Revolving Credit
Commitment provided pursuant to Section
2.16.




“Incremental Revolving Credit
Lender” means a Revolving Credit Lender with a Revolving Credit
Commitment or an outstanding Revolving Credit Loan as a result of an Incremental
Revolving Credit Commitment.




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




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




(b) the
maximum amount of all direct or contingent obligations of such Person arising
under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;




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




(d) all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business
and not past due for more than 90 days after the date on which such trade
account was created);







-39-





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




(f) all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease
Obligations of such Person and all Synthetic Debt of such Person;




(g) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person or any warrant, right or option to acquire such Equity Interest, valued,
in the case of a redeemable preferred interest, at the greater of its voluntary
or involuntary liquidation preference plusaccrued and
unpaid dividends; and




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




provided that,
“Indebtedness” shall not include any post-closing payment adjustments or
earn-out, non-competition or consulting obligations existing on the Closing Date
or incurred in connection with Investments permitted under Section 7.02(h) or
(n) (i) if such
obligations are not required to be reflected as a liability on the balance sheet
of the applicable Person or (ii) if at the time of such Investment, the
Specified U.S. Borrower was able to satisfy the tests in Section 7.02(h) or
(n), as
applicable, after giving pro forma effect to the maximum possible payment that
could result from such adjustment, earn-out or other obligation as if paid on
the date of consummation of such Investment (as certified to the Administrative
Agent in reasonable detail by a Responsible Officer of the
Borrower).




For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person.  The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.




“Indemnified
Taxes”means
Taxes other than Excluded Taxes.




“Indemnitees” has the
meaning specified in Section
10.04(b).




“Information” has the
meaning specified in Section
10.07.




“Information
Memorandum” means the information memorandum intended to be used by the
Bookrunner in connection with the syndication of the Commitments.







-40-





“Initial Borrowing Base
Certificate” means the first Borrowing Base Certificate delivered by the
Borrower Agent to the Agents pursuant to Section 6.01(e)after
completion of the Required Audit and Appraisal.




“Intellectual Property
Security Agreements” means the U.S. Intellectual Property Security
Agreement and the Canadian Intellectual Property Security
Agreement.




“Intercompany Note”
means an intercompany note, substantially in the form of Exhibit I, executed
by the Specified U.S. Borrower and each of its Subsidiaries and endorsed in
blank by each of the U.S. Loan Parties.




“Intercreditor
Agreement” means the Lien Subordination and Intercreditor Agreement dated
as of the date hereof, among the Collateral Agent, on behalf of the U.S. Secured
Parties, and the Trustee, on behalf of the “Noteholder Secured Parties” (as
defined therein), Holdings and the U.S. Loan Parties.




“Interest Payment
Date” means, (a) as to any Eurodollar Rate Loan or BA Rate Loan, the last
day of each Interest Period applicable to such Loan and the Maturity Date of the
Facility under which such Loan was made; provided, however, that if any
Interest Period for a Eurodollar Rate Loan or a BA Rate Loan exceeds 3 months,
the respective dates that fall every 3 months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base
Rate Loan, Canadian Base Rate Loan, Canadian Prime Rate Loan or Swing Line Loan,
the first Business Day of each April, July, October and January and the Maturity
Date of the Facility under which such Loan was made (with Swing Line Loans being
deemed made under the Revolving Credit Facility for purposes of this
definition).




“Interest Period”
means, as to each Eurodollar Rate Loan and BA Rate Loan, the period commencing
on the date such Eurodollar Rate Loan or BA Rate Loan is disbursed or converted
to or continued as a Eurodollar Rate Loan or BA Rate Loan, and ending on the
date 1, 2, 3 or 6 months thereafter, as selected by a Borrower in its Committed
Loan Notice or such other period that is 365 days or less requested by a
Borrower and consented to by all the Appropriate Lenders; provided
that:




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




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




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







-41-





“Inventory” has the
meaning specified in the UCC or the PPSA, as applicable, and shall include all
goods intended for sale or lease by a Loan Party, or for display or
demonstration; all work in process, all raw materials, and other materials and
supplies of every nature and description used or which might be used in
connection with the manufacture, printing, packing, shipping, advertising,
selling, leasing or furnishing such goods or otherwise used or consumed in such
Loan Party’s business (but excluding Equipment).




“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or
interest in, another Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit or all or a substantial part of the business of, such
Person.  For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.




“IP Rights” has the
meaning specified in Section
5.17.




“IP Security Agreement
Supplement” means a supplement delivered in connection with any
Intellectual Property Security Agreement, in each case in form and substance
reasonably satisfactory to the Collateral Agent.




“IRS” means the United
States Internal Revenue Service.




“ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or
such later version thereof as may be in effect at the time of
issuance).




“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by an L/C Issuer
and a Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating
to such Letter of Credit.




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




“Junior Financing
Documentation” means the 2012 Senior Subordinated Notes, the 2012 Senior
Subordinated Notes Indenture and any documentation governing any other Junior
Financing.




“Laws” means,
collectively, all international, foreign, federal, state, provincial,
territorial, municipal and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or
authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case having the force of law.







-42-





“L/C Advance” a U.S.
L/C Advance and/or a Canadian L/C Advance, as the context may
require.




“L/C Borrowing” means
a U.S. L/C Borrowing and/or a Canadian L/C Borrowing, as the context may
require.




“L/C Credit Extension”
means a U.S. L/C Credit Extension and/or a Canadian L/C Credit Extension, as the
context may require.




“L/C Issuer” means the
U.S. L/C Issuer and/or the Canadian L/C Issuer, as the context may
require.




“L/C Obligations”
means the U.S. L/C Obligations and/or the Canadian L/C Obligations, as the
context may require.




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




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




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




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




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




“Letter of Credit Fee”
has the meaning specified in Section 2.03(h).




“Letter of Credit
Sublimit” means the U.S. Letter of Credit Sublimit and/or the Canadian
Letter of Credit Sublimit, as the context may require.




“License” means any
license or agreement under which a Loan Party is authorized to use IP Rights in
connection with any manufacture, marketing, distribution or disposition of
Collateral, any use of property or any other conduct of its
business.




“Licensor” means any
Person from whom a Loan Party obtains the right to use any IP
Rights.




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


-43-




“Lien Waiver” means an
agreement, in form and substance reasonably satisfactory to the Collateral
Agent, by which (a) for any personal property Collateral located on leased
premises, the lessor waives or subordinates any Lien it may have on the
Collateral, and agrees to permit the Collateral Agent to enter upon the premises
and remove the Collateral or to use the premises for an agreed upon period of
time to store or dispose of the Collateral; (b) for any Collateral held by a
warehouseman, processor, shipper, customs broker or freight forwarder, such
Person waives or subordinates any Lien it may have on the Collateral, agrees to
hold any documents in its possession relating to the Collateral as agent for the
Collateral Agent, and agrees to deliver the Collateral to the Collateral Agent
upon request; and (c) for any Collateral held by a repairman, mechanic or
bailee, such Person acknowledges the Collateral Agent’s Lien, waives or
subordinates any Lien it may have on the Collateral, and agrees to deliver the
Collateral to the Collateral Agent upon request.




“Loan” means a U.S.
Loan and/or a Canadian Loan.




“Loan Documents” means
the U.S. Loan Documents and the Canadian Loan Documents.




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




“Management
Shareholders” means the members of management of the Specified U.S.
Borrower or its Subsidiaries who were investors in Ply Gem Prime Holdings, Inc.
on the Closing Date.




“Mandatory Principal
Payments” means all regularly scheduled principal payments or redemptions
or similar acquisitions for value of outstanding Indebtedness for borrowed money
of any Borrower or Guarantor.




“Material Adverse
Effect” means (A) a material adverse change in, or a material adverse
effect on, the business, assets, liabilities, operations, condition (financial
or otherwise) operating results of the Specified U.S. Borrower and its
Subsidiaries, taken as a whole; (B) a material impairment of the rights and
remedies of or benefits available to the Administrative Agent or any Lender
under any Loan Document, or of the ability of the Borrowers or any Guarantor to
perform its obligations under any Loan Document to which it is a party; or (C) a
material adverse effect upon the legality, validity, binding effect or
enforceability against any Borrower or any Guarantor of any Loan Document to
which it is a party.




“Material Contract”
means each contract of the Specified U.S. Borrower or any of its Subsidiaries
relating to any material portion of the Accounts constituting
Collateral.







-44-





“Material Foreign
Subsidiary” has the meaning specified in Section 6.12(d).




“Material Real Estate”
means any parcel of real property that is fee owned by a U.S. Loan Party, other
than any parcel of real property (i) for which the greater of the cost and the
book value is less than $2,000,000, or (ii) which property is subject to a Lien
permitted by Section
7.01(q) which prohibits the granting of a Lien to the Collateral
Agent.




“March 10-Q” means
Holdings’ quarterly report on Form 10-Q filed with the SEC on May 9,
2008.




“Maturity Date” means,
with respect to each of the U.S. Revolving Credit Facility and the Canadian
Revolving Credit Facility, the fifth anniversary of the Closing Date; provided, however, that if the
2012 Senior Subordinated Notes shall not have been refinanced in full on or
prior to October 15, 2011 with the proceeds of Permitted Subordinated
Indebtedness or a Permitted Equity Issuance, the Maturity Date shall be October
15, 2011; provided, further, that if such
date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.




“Measurement Period”
means, at any date of determination, the most recently completed four fiscal
quarters of the Specified U.S. Borrower.




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




“Mortgage” has the
meaning specified in Section 4.01(a)(vi).




“Mortgage Policy” has
the meaning specified in Section 4.01(a)(vi)(B).




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




“NOLV Percentage”
means the net orderly liquidation value of Inventory, expressed as a percentage,
expected to be realized at an orderly, negotiated sale held within a reasonable
period of time, net of all liquidation expenses, as determined from the most
recent appraisal of the Loan Parties’ Inventory performed by an appraiser and on
terms satisfactory to the Agents.




“Noteholder Priority
Collateral” means the “Noteholder Collateral” (as defined in the
Intercreditor Agreement).




“Note” means a
Revolving Credit Note.




“NPL” means the
National Priorities List under CERCLA.







-45-





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




“OFAC” has the meaning
specified in Section
5.23(b)(v).




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




“Other Taxes” means
all present or future stamp or documentary taxes or any other excise, property
intangible, mortgage recording or similar taxes, charges or similar levies
arising from any payment made hereunder or under any other Loan Document or from
the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.




“Outstanding Amount”
means (a) with respect to Revolving Credit Loans and Swing Line Loans on any
date, the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on
such date; and (b) with respect to any L/C Obligations on any date, the Dollar
Equivalent amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by a Borrower of Unreimbursed
Amounts.  Notwithstanding the foregoing, at the time of any Canadian
Revolving Credit Borrowing, any issuance of Canadian Letters of Credit, any
Canadian L/C Borrowing or any conversion or continuation of a Canadian Loan if
(a) such Borrowing, issuance, conversion or continuation is for a Loan or Letter
of Credit denominated in Canadian dollars or (b) there are any outstanding
Canadian Loans or Canadian Letters of Credit denominated in Canadian dollars,
the Administrative Agent shall calculate the Outstanding Amount based on the
Dollar Equivalent on the date of such Borrowing, conversion or continuation to
determine whether such Borrowing complies with the proviso to the first
sentences of Sections 2.01(a), (b), (c) or (d) or Sections 2.04(A)(a) or (B)(a).




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




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







-46-





“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the
greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by
the Administrative Agent, the applicable L/C Issuer or the applicable Swing Line
Lender, as the case may be, in accordance with banking industry rules on
interbank compensation, and (b) with respect to any amount denominated in
Canadian Dollars, the rate of interest per annum at which overnight deposits in
Canadian Dollars, in an amount approximately equal to the amount with respect to
which such rate is being determined, would be offered for such day by CS Toronto
in the Canadian interbank market for Canadian Dollars to major banks in such
interbank market.




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




“Payment Item” means
each check, draft or other item of payment payable to a Loan Party, including
those constituting proceeds of any Collateral.




“PBGC” means the
Pension Benefit Guaranty Corporation (or any successor).




“Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by any Borrower or any ERISA Affiliate or to
which any Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.  For greater certainty,
“Pension Plan” does not include any Canadian Pension Plan.




“Perfection
Certificate” shall mean certificates in the form of Exhibit L or any
other form approved by the Administrative Agent, as the same shall be
supplemented from time to time by a Perfection Certificate Supplement or
otherwise.




“Perfection Certificate
Supplement” shall mean a perfection certificate supplement in form and
substance reasonably satisfactory to the Administrative Agent.




“Permitted Acquired
Debt” has the meaning specified in Section 7.03(r).




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




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




“Permitted Equity
Issuance” means any sale or issuance of any Equity Interests (other than
Disqualified Equity Interests) of the Specified U.S. Borrower (or capital
contributions in respect thereof).




“Permitted
Refinancing” means, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person;
provided that
(a) the principal amount (or accreted value, if applicable) thereof does not
exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed or extended except by an
amount equal to a reasonable premium or other reasonable amount paid, and fees
and expenses reasonably incurred,







-47-





in
connection with such modification, refinancing, refunding, renewal or extension
and by an amount equal to any existing commitments unutilized thereunder (to the
extent such commitments could be drawn at the time of such refinancing in
compliance with this Agreement) or as otherwise permitted pursuant to Section 7.03, (b)
such modification, refinancing, refunding, renewal or extension has (i) a final
maturity date equal to or later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being modified, refinanced, refunded,
renewed or extended, (c) if the Indebtedness being modified, re-financed,
refunded, renewed or extended is subordinated in right of payment to the
Obligations, such modification, refinancing, refunding, renewal or extension is
subordinated in right of payment to the Obligations on terms at least as
favorable to the Lenders as those contained in the documentation governing the
Indebtedness being modified, refinanced, refunded, renewed or extended, (d) the
terms and conditions (including, if applicable, as to collateral) of any such
modified, refinanced, refunded, renewed or extended Indebtedness are not
materially, taken as a whole, less favorable to the Loan Parties or the Lenders
than the terms and conditions of the Indebtedness being modified, refinanced,
refunded, renewed or extended or are on market terms for similar issuances at
the time of such modification, refinancing, refunding, renewal or extension, (e)
such modification, refinancing, refunding, renewal or extension is incurred
and/or guaranteed by only the Persons who are the obligors on the Indebtedness
being modified, refinanced, refunded, renewed or extended, and (f) at the time
thereof, no Default shall have occurred and be continuing.




“Permitted Seller
Notes” has the meaning specified in Section 7.03(r).




“Permitted Subordinated
Indebtedness” means any unsecured Indebtedness of the Specified U.S.
Borrower that (a) is expressly subordinated to the prior payment in full in cash
of the Obligations on terms and conditions no less favorable to the Lenders than
the terms and conditions of the 2012 Senior Subordinated Notes, (b) will
not mature prior to the date that is six months after the Maturity Date, (c) has
no scheduled amortization or payments of principal prior to the Maturity Date
and (d) has covenant, default and remedy provisions no more restrictive, or
mandatory prepayment, repurchase or redemption provisions no more onerous or
expansive in scope than those contained in the 2012 Senior Subordinated Notes
Indenture, taken as a whole; provided any such
Indebtedness shall constitute Permitted Subordinated Indebtedness only if both
before and after giving effect to the issuance or incurrence thereof, no Default
or Event of Default shall have occurred and be continuing.




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




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







-48-





For
greater certainty, “Plan” does not include any Canadian Benefit Plan or Canadian
Pension Plan.




“Platform” has the
meaning specified in Section
6.02.




“Pledged Debt” means
any pledged “Pledged Debt” defined in any Security Agreement and all other
indebtedness from time to time owed to the Loan Parties (including, without
limitation, all promissory notes or instruments, if any, evidencing such
indebtedness) and required to be pledged by the Loan Parties pursuant to the
Loan Documents.




“Pledged Equity” means
any pledged “Pledged Stock” defined in any Security Agreement and all other
Equity Interests from time to time acquired, owned or held by the Loan Parties
(including, without limitation, the certificates, if any, representing such
Equity Interests) and required to be pledged by the Loan Parties pursuant to the
Loan Documents.




“PPSA” means the
Personal Property Security Act of Alberta; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the PPSA as in effect in a
Canadian jurisdiction other than Alberta, or the Civil Code of Quebec, “PPSA”
means the Personal Property Security Act as in effect from time to time in such
other jurisdiction or the Civil Code of Quebec, as applicable, for purposes of
the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority.




“Preferred Stock”
means, with respect to any Person, any and all preferred or preference stock or
other equity interests (however designated) of such Person whether now
outstanding or issued after the Closing Date.




“Pro Forma Cost
Savings” means, with respect to any Measurement Period, the reductions in
costs that occurred during such Measurement Period that are (a) directly
attributable to an asset acquisition and calculated on a basis that is
consistent with Article 11 of Regulation S-X under the Securities Act of 1933,
as amended, or (b) implemented, committed to be implemented or the commencement
of implementation of which has begun in good faith by the business that was the
subject of any such asset acquisition within six months of the date of the asset
acquisition and that are supportable and quantifiable by the underlying records
of such business, as if, in the case of each of clauses (a) and (b), all such
reductions in costs had been effected as of the beginning of such period,
decreased by any incremental expenses incurred or to be incurred during the
Measurement Period in order to achieve such reduction in costs.




“Protective Advance”
has the meaning specified in Section
2.01(h).




“Public Lender” has
the meaning specified in Section
6.02.




“Qualified Equity
Interests” means any Equity Interests other than Disqualified Equity
Interests; providedthat such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of the Specified U.S.







-49-


Borrower
or financed, directly or indirectly, using funds (a) borrowed from the Specified
U.S. Borrower  or any Subsidiary of the Specified U.S. Borrower until
and to the extent such borrowing is repaid or (b) contributed, extended,
guaranteed or advanced by the Specified U.S. Borrower or any Subsidiary of the
Specified U.S. Borrower (including, without limitation, in respect of any
employee stock ownership or benefit plan).




“Qualifying IPO” means
the issuance by Holdings or any parent company that directly or indirectly holds
100% of the issued and outstanding Equity Interests of Holdings of its common
Equity Interests in an underwritten primary public offering (other than a public
offering pursuant to a registration statement on Form S-8) pursuant to an
effective registration statement filed with the SEC in accordance with the
Securities Act (whether alone or in connection with a secondary public offering)
that results in the sale or distribution of at least 15% of the total issued and
outstanding common Equity Interests of Holdings or such parent
company.




“Register” has the
meaning specified in Section
10.06(c).




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




“Release” means
disposing, discharging, injecting, spilling, leaking, leaching, dumping,
emitting, escaping, seeping, or placing into the environment.




“Rent and Charges
Reserve” means (a) with respect to the U.S. Borrowing Base, the aggregate
of (i) all past due rent and other amounts owing by a U.S. Loan Party to any
landlord, warehouseman, processor, repairman, mechanic, shipper, freight
forwarder, broker or other Person who possesses any Eligible Inventory or could
assert a Lien on any Eligible Inventory and (ii) a reserve equal to two months
rent that could be payable to any such Person, unless it has executed a Lien
Waiver and (b) with respect to the Canadian Borrowing Base, the aggregate of (i)
all past due rent and other amounts owing by a Canadian Loan Party to any
landlord, warehouseman, processor, repairman, mechanic, shipper, freight
forwarder, broker or other Person who possesses any Eligible Inventory or could
assert a Lien on any Eligible Inventory and (ii) a reserve equal to two months
rent that could be payable to any such Person, unless it has executed a Lien
Waiver.




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




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




“Required Audit and
Appraisal” means the Agents’ Collateral due diligence review, including,
without limitation, completion of the borrowing base field audit and the
inventory appraisal in respect of the ABL Priority Collateral and the Canadian
Collateral and completion of the review of the cash management and accounting
systems, policies and procedures of the Specified U.S. Borrower and its
Subsidiaries, with results reasonably satisfactory to the Agents.







-50-




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




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




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




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




“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of any
Person or any of its Subsidiaries, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, defeasance, acquisition, cancellation or
termination of any such capital stock or other Equity Interest, or on account of
any return of capital to any Person’s stockholders, partners or members (or the
equivalent of any thereof), or any option, warrant or other right to acquire any
such dividend or other distribution or payment.


-51-









“Restructuring
Expenses” means expenses and charges incurred in connection with
restructuring within the Specified U.S. Borrower and/or one or more of its
Subsidiaries, including in connection with integration of acquired businesses or
Persons, disposition of one or more Subsidiaries or businesses, exiting of one
or more lines of businesses and relocation or consolidation of facilities,
including severance, lease termination and other non-ordinary-course,
non-operating costs and expenses in connection therewith.




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




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




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




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




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




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




“Royalties” means all
royalties, fees, expense reimbursement and other amounts payable by a Loan Party
under a License.




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




“Sale-Leaseback
Documents” shall mean the Deed of Lease Agreement, by and among GP
(MULTI) L.P., a Delaware limited partnership as Landlord, and Ply Gem
Industries, Inc., MWM Holding, Inc., Great Lakes Window, Inc., MWM Manufacturers
Inc., Napco Window Systems, Inc., Kroy Building Products, Inc., Napco, Inc.,
Thermal-Gard, Inc., as Tenant, dated as of August 27, 2004 and the Lease
Agreement by and between PG-NOM (ALBERTA) INC., an Alberta corporation, as
nominee for PG-TRUST (DE), a trust formed under the laws of the State of
Delaware, as Landlord and CWD Windows and Doors, Inc., as Tenant, dated as of
August 27, 2004.







-52-





“Sale-Leaseback
Properties” shall mean the owned real properties listed on Schedule
1.01(a).




“Sale-Leaseback
Transaction” shall mean the Sale and Leaseback of the Sale-Leaseback
Properties pursuant to the Sale-Leaseback Documents.]




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




“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by
and between a Loan Party and any Cash Management Bank.




“Secured Hedge
Agreement” means any Swap Contract permitted under Article VI or VII that is entered
into by and between any Loan Party and any Hedge Bank.




“Secured Parties”
means the U.S. Secured Parties and the Canadian Secured Parties.




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




“Security Agreement
Supplement” means a supplement delivered in connection with any Security
Agreement, in each case in form and substance reasonably satisfactory to the
Administrative Agent.




“Securities Account Control
Agreements” has the meaning specified in the U.S. Security Agreement
and/or the Canadian Security Agreement, as the context may require.




“Senior Secured Notes”
means the senior secured notes of the Specified U.S. Borrower in an aggregate
principal amount of up to $700,000,000 issued and sold on the Closing Date
pursuant to the Senior Secured Notes Documents and any exchange notes issued in
exchange therefor, in each case, pursuant to the Senior Secured Notes
Indenture.




“Senior Secured Notes
Documents” means the Senior Secured Notes Indenture, the Purchase
Agreement dated as of June 2, 2008 among the Specified U.S. Borrower, the
Initial Purchasers (as defined therein) and the guarantors party thereto, the
Senior Secured Notes and all other agreements, instruments and other documents
pursuant to which the Senior Secured Notes have been or will be issued or
otherwise setting forth the terms of the Senior Secured Notes.




“Senior Secured Notes
Indenture” means the Indenture, dated as of the date hereof, among the
Specified U.S. Borrower, as “Issuer” and U.S. Bank National Association, as
Trustee.







-53-





“Solvent” and “Solvency” mean, with
respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature, (d) such Person is not engaged in business or a transaction,
and is not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small capital, and (e) such Person is
able to pay its debts and liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business.  The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.




“Specified U.S.
Borrower” has the meaning specified in the introductory paragraph
hereto.




“Sponsor” means
Caxton-Iseman Capital, Inc. and its Controlled Affiliates.




“Statutory Reserves”
means a fraction (expressed as a decimal), the numerator of which is the number
one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board of
Governors of the Federal Reserve System of the United States (the “Board”) and any other
banking authority, domestic or foreign, to which Credit Suisse or any Lender
(including any branch, Affiliate or other fronting office making or holding a
Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D
of the Board).  Eurodollar Rate Loans shall be deemed to constitute
Eurocurrency Liabilities (as defined in Regulation D of the Board) and to
be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.




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




“Supermajority
Lenders” means, as of any date of determination, Lenders holding more
than 66 2/3% of the sum of the (a) Total Outstandings (with the aggregate amount
of each Revolving Credit Lender’s risk participation and funded participation
in







-54-





L/C
Obligations and Swing Line Loans being deemed “held” by such Appropriate Lender
for purposes of this definition) and (b) aggregate unused Revolving Credit
Commitments; provided that the
unused Revolving Credit Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.




“Supplemental Collateral
Agent” has the meaning specified in Section 9.05(a).




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




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




“Swing Line Borrowing”
means a U.S. Swing Line Borrowing and/or a Canadian Swing Line Borrowing, as the
context may require.




“Swing Line Lender”
means the U.S. Swing Line Lender and/or the Canadian Swing Line Lender, as the
context may require.




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







-55-





“Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(A)(b) or
2.04(B)(b),
which, if in writing, shall be substantially in the form of Exhibit
B.




“Swing Line Sublimit”
means the U.S. Swing Line Sublimit and/or the Canadian Swing Line Sublimit, as
the context may require.




“Synthetic Debt”
means, with respect to any Person as of any date of determination thereof, all
obligations of such Person in respect of transactions entered into by such
Person that are intended to function primarily as a borrowing of funds
(including any minority interest transactions that function primarily as a
borrowing) but are not otherwise included in the definition of “Indebtedness” or as a
liability on the consolidated balance sheet of such Person and its Subsidiaries
in accordance with GAAP.




“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property (including sale and leaseback
transactions), in each case, creating obligations that do not appear on the
balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).




“Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, remittances, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto.




“Threshold Amount”
means $15,000,000.




“Total Borrowing Base”
means the sum of the U.S. Borrowing Base and the Canadian Borrowing Base; providedthat,
notwithstanding anything herein to the contrary, until the Borrowing Base
Condition has been satisfied, the Total Borrowing Base shall be deemed to be
$75,000,000.




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




“Total Canadian Revolving
Credit Outstandings” means the aggregate Outstanding Amount of all
Canadian Revolving Credit Loans, Canadian Swing Line Loans and Canadian L/C
Obligations.




“Total Revolving Credit
Outstandings” means the aggregate Outstanding Amount of all Revolving
Credit Loans, Swing Line Loans and L/C Obligations.




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







-56-





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




“Total U.S. Revolving Credit
Outstandings” means the aggregate Outstanding Amount of all U.S.
Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C
Obligations.




“Transaction” means,
collectively, (a) the issuance and sale of the Senior Secured Notes, (b) the
entering into and performance by the U.S. Loan Parties and their applicable
Subsidiaries of the Loan Documents and the Senior Secured Notes Documents to
which they are or are intended to be a party, (c) the refinancing of certain
outstanding Indebtedness of the Specified U.S. Borrower and its Subsidiaries and
the termination of all commitments with respect thereto and (d) the payment of
the fees and expenses incurred in connection with the consummation of the
foregoing.




“Trustee” means U.S.
Bank National Association, in its capacity as trustee under the Senior Secured
Notes Indenture.




“Tuck-in Acquisitions”
means one or more acquisitions made pursuant to Section 7.02(h) with
aggregate consideration for all such acquisitions not to exceed
$15,000,000.




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




“UCC” means the
Uniform Commercial Code as in effect in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.




“Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.




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




“Unreimbursed Amount”
has the meaning specified in Section
2.03(b).




“U.S. Borrowers” means
the Specified U.S. Borrower and each Domestic Subsidiary that becomes a
“Guarantor” hereunder after the Closing Date.







-57-





“U.S. Borrowing Base”
means, on any date of determination, an amount (calculated based on the most
recent Borrowing Base Certificate delivered to the Agents in accordance with
this Agreement) equal to




(a) the
sum of




(i) 85%
of the value of the Eligible Receivables of the U.S. Loan Parties,
and




(ii) 85%
of the NOLV Percentage of the value of the Eligible Inventory of the U.S. Loan
Parties,




minus




(b) the
Availability Reserve to the extent attributable to the U.S. Loan Parties in the
Agents’ Credit Judgment on such date, provided that, after
the Closing Date, the Agents may adjust the apportionment of the Availability
Reserve between the U.S. Revolving Credit Facility and the Canadian Revolving
Credit Facility in their Credit Judgment;




provided, further that,
notwithstanding anything herein to the contrary, (i) until the Borrowing Base
Condition has been satisfied, the U.S. Borrowing Base shall be deemed to be
$75,000,000 and (ii) for purposes of calculating Excess Availability on the
Closing Date, the U.S. Borrowing Base shall be deemed to be $60,000,000 and
Total Borrowing Base shall be deemed to be $75,000,000.




“U.S. Cash Management
Bank” means any Person that, at the time it enters into a Cash Management
Agreement, is an Agent, a U.S. Lender or an Affiliate of an Agent or a U.S.
Lender, in its capacity as a party to such Cash Management Agreement, in each
case in respect of services provided under such Cash Management Agreement to a
U.S. Loan Party.




“U.S. Collateral”
means all of the “Collateral” and “Mortgaged Property” referred to in the U.S.
Collateral Documents and all of the other property that is or is intended under
the terms of the U.S. Collateral Documents to be subject to Liens in favor of
the Collateral Agent for the benefit of the U.S. Secured Parties.




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




“U.S. Excess
Availability” means, at any time, the difference between (a) the
lesser of (i) (A) the U.S. Revolving Credit Facility and (ii) the U.S.
Borrowing Base at such time, as determined from the most recent Borrowing Base
Certificate delivered by the Borrower Agent to the Agents pursuant to Section 6.01(e)
hereof minus (b) the
Total U.S. Revolving Credit Outstandings.


-58-





“U.S. Guaranty” means,
collectively, the Guarantees made by the Specified U.S. Borrower and the U.S.
Subsidiary Guarantors in favor of the U.S. Secured Parties, substantially in the
form of Exhibit
F, together with each other guaranty and guaranty supplement delivered
pursuant to Section 6.12.




“U.S. Intellectual Property
Security Agreement” has the meaning specified in Section 4.01(a)(vii).




“U.S. L/C Advance”
means, with respect to each U.S. Revolving Credit Lender, such Lender’s funding
of its participation in any U.S. L/C Borrowing in accordance with its Applicable
Percentage.




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




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




“U.S. L/C Issuer”
means Credit Suisse in its capacity as issuer of U.S. Letters of Credit
hereunder, or any successor issuer of U.S. Letters of Credit hereunder and, with
respect to each Existing Letter of Credit, UBS AG, Stamford Branch, in its
capacity as the issuer thereof.




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




“U.S. Lender” means
each financial institution listed on Schedule 2.01 as a
“U.S. Revolving Credit Lender”, as well as any Person that becomes a “U.S.
Revolving Credit Lender” hereunder pursuant to Section 10.06 and, as
the context requires, includes the U.S. Swing Line Lender.




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







-59-





“U.S. Letter of Credit
Sublimit” means an amount equal to $13,500,000.  The U.S.
Letter of Credit Sublimit is part of, and not in addition to, the U.S. Revolving
Credit Facility.




“U.S. Loan” means an
extension of credit by a Lender to the Specified U.S. Borrower under Article II in the
form of a U.S. Revolving Credit Loan or a U.S. Swing Line Loan.




“U.S. Loan Documents”
means, collectively, (a) this Agreement, (b) the U.S. Revolving Credit
Notes, (c) the U.S. Guaranty, (d) the U.S. Collateral Documents, (e) the
Intercreditor Agreement, (f) the Fee Letter and (g) each Issuer Document with
respect to a U.S. Letter of Credit.




“U.S. Loan Party”
means any Loan Party that is organized under the laws of one of the states of
the United States of America and that is not a CFC.




“U.S. Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties
of, any U.S. Loan Party arising under any Loan Document or otherwise with
respect to any U.S. Loan, U.S. Letter of Credit, U.S. Secured Cash Management
Agreement or U.S. Secured Hedge Agreement, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any U.S. Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims
in such proceeding.




“U.S. Overadvance” has
the meaning specified in Section
2.01(f).




“U.S. Overadvance
Loan” means a U.S. Revolving Credit Loan made when an Overadvance exists
or is caused by the funding thereof.




“U.S. Payment Account”
means the account of the Collateral Agent to which all monies constituting
proceeds of U.S. Collateral shall be transferred from time to time.




“U.S. Revolving Credit
Borrowing” means a borrowing consisting of simultaneous U.S. Revolving
Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having
the same Interest Period made by each of the U.S. Revolving Credit Lenders
pursuant to Section
2.01(a) and shall be deemed to include any U.S. Overadvance Loan and U.S.
Protective Advance made hereunder.




“U.S. Revolving Credit
Commitment” means, as to each U.S. Revolving Credit Lender, its
obligation to (a) make U.S. Revolving Credit Loans to the Specified U.S.
Borrower pursuant to Section 2.01(a), (b)
purchase participations in U.S. L/C Obligations, and (c) purchase participations
in U.S. Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01
under the caption “U.S. Revolving Credit Commitment” or opposite such caption in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement, including Section 2.16; provided, that at any
time that that Total Canadian Revolving Credit Outstandings exceed 100% of the
Canadian Revolving Credit Commitments, the U.S. Revolving Credit Commitments
shall be temporarily reduced by the amount of such excess until such excess is
reduced to zero.


-60-





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




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




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




“U.S. Revolving Credit
Loan” has the meaning specified in Section 2.01(a)
and shall be deemed to include any U.S. Overadvance Loan and U.S. Protective
Advance made hereunder.




“U.S. Revolving Credit
Note” means a promissory note made by the Specified U.S. Borrower in
favor of a U.S. Appropriate Lender evidencing U.S. Revolving Credit Loans or
U.S. Swing Line Loans, as the case may be, made by such U.S. Revolving Credit
Lender, substantially in the form of Exhibit C-1.




“U.S. Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by
and between a U.S. Loan Party and any Cash Management Bank.




“U.S. Secured Hedge
Agreement” means any Secured Hedge Agreement that is entered into by and
between any U.S. Loan Party and any Hedge Bank.




“U.S. Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the U.S.
Revolving Credit Lenders, the U.S. L/C Issuer, the U.S. Hedge Banks, the U.S.
Cash Management Banks, each co-agent or sub-agent appointed by any Agent from
time to time pursuant to Section 9.05,
the Canadian Secured Parties and the other Persons the U.S. Obligations owing to
which are or are purported to be secured by the U.S. Collateral under the terms
of the Collateral Documents.




“U.S. Security
Agreement” means the U.S. Security Agreement substantially in the form of
Exhibit G-1
(together with each other security agreement and security agreement supplement
delivered pursuant to Section 6.12 in
respect of the U.S. Collateral, in each case as amended).







-61-





“U.S. Subsidiary
Guarantor” means each Domestic Subsidiary (other than the Specified U.S.
Borrower and any Excluded Subsidiary) and each Person that shall, at any time
after the date hereof, become a Domestic Subsidiary.




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




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




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




“U.S. Swing Line
Sublimit” means an amount equal to the lesser of (a) $13,500,000 and
(b) the U.S. Revolving Credit Facility.  The U.S. Swing Line Sublimit
is part of, and not in addition to, the U.S. Revolving Credit
Facility.




“U.S. Unfunded
Advances/Participations” shall mean (a) with respect to the
Administrative Agent, the aggregate amount, if any (i) made available to
the U.S. Borrowers on the assumption that each U.S. Lender has made its portion
of the applicable Borrowing available to the Administrative Agent as
contemplated by Section 2.12(b)
and (ii) with respect to which a corresponding amount shall not in fact
have been returned to the Administrative Agent by the U.S. Borrowers or made
available to the Administrative Agent by any such U.S. Lender, (b) with respect
to the U.S. Swing Line Lender, the aggregate amount, if any, of participations
in respect of any outstanding U.S. Swing Line Loan that shall not have been
funded by the U.S. Revolving Credit Facility Lenders in accordance with Section 2.04(c)
and (c) with respect to any U.S. L/C Issuer, the aggregate amount, if any, of
participations in respect of any outstanding U.S. L/C Borrowing that shall not
have been funded by the U.S. Revolving Credit Facility Lenders in accordance
with Sections 2.03(c).




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




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




(a)  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The word
“will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless
the context requires otherwise, (i) any definition of or reference







-62-





to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words
“herein,”
“hereof” and
“hereunder,”
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Preliminary Statements, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to,
the Loan Document in which such references appear, (v) any reference to any law
shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, (vi) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights and (vii) any references herein to “ordinary course
of business” or “ordinary course” shall mean the ordinary course of business of
the Loan Parties and their respective Subsidiaries, consistent with past
practices and undertaken in good faith.




(b)  All other
terms contained in this Agreement shall have, when the context so indicates, the
meanings provided for by the UCC or the PPSA to the extent the same are used or
defined therein.  For purposes of any Collateral located in the
Province of Québec or charged by any deed of hypothec (or any other Collateral
Document) and for all other purposes pursuant to which the interpretation or
construction of a Collateral Document may be subject to the laws of the Province
of Québec or a court or tribunal exercising jurisdiction in the Province of
Québec, (i) “personal property” shall be deemed to include “movable property,”
(ii) “real property” shall be deemed to include “immovable property” and an
“easement” shall be deemed to include a “servitude,” (iii) ”tangible
property” shall be deemed to include “corporeal property,” (iv) “intangible
property” shall be deemed to include “incorporeal property,” (v) “security
interest” and “mortgage” shall be deemed to include a “hypothec,” (vi) all
references to filing, registering or recording financing statements or other
required documents under the UCC or the PPSA shall be deemed to include
publication under the Civil Code of Quebec, and all references to releasing any
Lien shall be deemed to include a release, discharge and mainlevee of a
hypothec, (vii) all references to “perfection” of or “perfected” Liens shall be
deemed to include a reference to the “opposability” of such Liens to third
parties, (viii) any “right of offset,” “right of setoff” or similar
expression shall be deemed to include a “right of compensation”, (ix) “goods”
shall be deemed to include “corporeal movable property” other than chattel
paper, documents of title, instruments, money and securities, and (x) an “agent”
shall be deemed to include a “mandatary.”




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







-63-





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




SECTION
1.03.  Accounting
Terms.  (a)  Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein.




(b)  Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrowers or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower Agent shall negotiate in good
faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required
Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrowers
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP.




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




SECTION
1.05.  Times of
Day.  Unless otherwise specified, all references herein to
times of day shall be references to New York City time (daylight or standard, as
applicable).




SECTION
1.06.  Letter of Credit
Amounts.  Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the
stated amount of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the Dollar Equivalent of the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.




SECTION
1.07.  Currency Equivalents
Generally.  Any amount specified in this Agreement (other than
in Articles II and IX) or any of the other Loan Documents to be in Dollars shall
also include the equivalent of such amount in any currency other than Dollars,
such equivalent amount thereof in the applicable currency to be determined by
the Administrative Agent at such time on the basis of the Spot Rate (as defined
below) for the purchase
of such currency with Dollars (including for calculations of Excess
Availability).  For purposes of this Section 1.07,
the “Spot Rate” for a currency means the rate determined by the Administrative
Agent to be the rate quoted by the Person acting in such capacity as the spot
rate for the purchase by such Person of such currency with another currency
through its principal foreign exchange trading office at approximately 11:00
a.m. on the date two Business Days prior to the date of such determination;
provided that the Administrative Agent may obtain such spot rate from another
financial institution designated by the Administrative Agent if the Person
acting in such capacity does not have as of the date of determination a spot
buying rate for any such currency.


-64-








The Commitments and Credit
Extensions




SECTION
2.01.  The
Loans.  (a)  U.S. Revolving Credit
Borrowings.  Subject to the terms and conditions set forth
herein, each U.S. Appropriate Lender severally agrees to make loans (each such
loan, a “U.S.
Revolving Credit Loan”) in Dollars to the Specified U.S. Borrower from
time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such
Lender’s U.S. Revolving Credit Commitment; provided, however, that after
giving effect to any U.S. Revolving Credit Borrowing, (i) the Total Revolving
Credit Outstandings shall not exceed the lesser of (x) the Revolving Credit
Facility and (y) the Total Borrowing Base at such time, (ii) the aggregate
Outstanding Amount of the U.S. Revolving Credit Loans of any Lender, plus such
U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount
of all U.S. L/C Obligations, plus such U.S. Revolving Credit Lender’s Applicable
Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not
exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment and
(iii) the Total U.S. Revolving Credit Outstandings shall not exceed the lesser
of (x) the U.S. Revolving Credit Facility and (y) the U.S. Borrowing
Base.  Within the limits of each U.S. Revolving Credit Lender’s U.S.
Revolving Credit Commitment, and subject to the other terms and conditions
hereof, the Specified U.S. Borrower may borrow under this Section 2.01(a),
prepay under Section 2.05,
and reborrow under this Section
2.01(a).  U.S. Revolving Credit Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.




(b)  Canadian Revolving Credit
Borrowings.  Subject to the terms and conditions set forth
herein, each Canadian Appropriate Lender severally agrees to make loans (each
such loan, a “Canadian
Revolving Credit Loan”) in Dollars and Canadian Dollars to the Canadian
Borrower from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such
Lender’s Canadian Revolving Credit Commitment; provided, however, that after
giving effect to any Canadian Revolving Credit Borrowing, (i) the Total
Revolving Credit Outstandings shall not exceed the lesser of (x) the Revolving
Credit Facility and (y) the Total Borrowing Base at such time, (ii) the
aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any
Canadian Lender, plus
such Canadian Revolving Credit Lender’s Applicable Percentage of the Outstanding
Amount of all Canadian L/C Obligations, plus such Canadian Revolving
Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian
Swing Line Loans shall not
exceed such Canadian Revolving Credit Lender’s Canadian Revolving Credit
Commitment and (iii) the Total Canadian Revolving Credit Outstandings shall not
exceed the lesser of (x) the Canadian Revolving Credit Facility and (y) the
Canadian Borrowing Base.  Within the limits of each Canadian Revolving
Credit Lender’s Canadian Revolving Credit Commitment, and subject to the other
terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.01(b),
prepay under Section
2.05, and reborrow under this Section
2.01(b).  Canadian Revolving Credit Loans denominated in
Dollars may be Canadian Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.  Canadian Revolving Credit Loans denominated in
Canadian Dollars may be Canadian Prime Rate Loans or BA Rate Loans, as further
provided herein.


-65-





(c)  U.S. Letter of Credit
Commitment.  (i)  Subject to the terms and conditions
set forth herein, (A) the U.S. L/C Issuer agrees, in reliance upon the
agreements of the U.S. Revolving Credit Lenders set forth in this Section 2.01(c) and
Section 2.03,
(1) from time to time on any Business Day during the period from the Closing
Date until the Letter of Credit Expiration Date, to issue U.S. Letters of Credit
for the account of the Specified U.S. Borrower or its Subsidiaries, and to amend
or extend U.S. Letters of Credit previously issued by it, in accordance with
Section
2.03(a), and (2) to honor drawings under the U.S. Letters of Credit;
and (B) the U.S. Revolving Credit Lenders severally agree to participate in U.S.
Letters of Credit issued for the account of the Specified U.S. Borrower or its
Subsidiaries and any drawings thereunder; provided that after
giving effect to any U.S. L/C Credit Extension with respect to any U.S. Letter
of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the
lesser of (I)  the Revolving Credit Facility and (II) the Total Borrowing
Base at such time, (x) the aggregate Outstanding Amount of the U.S. Revolving
Credit Loans of any Lender, plus such U.S. Revolving
Credit Lender’s Applicable Percentage of the Outstanding Amount of all U.S. L/C
Obligations, plus such
U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount
of all U.S. Swing Line Loans shall not exceed such U.S. Revolving Credit
Lender’s U.S. Revolving Credit Commitment, (y) the Total U.S. Revolving Credit
Outstandings shall not exceed the lesser of (I) the U.S. Revolving Credit
Facility and (II) the U.S. Borrowing Base, and (z) the Outstanding Amount
of the U.S. L/C Obligations shall not exceed the U.S. Letter of Credit
Sublimit.  Each request by the Specified U.S. Borrower for the
issuance or amendment of a U.S. Letter of Credit shall be deemed to be a
representation by the Specified U.S. Borrower that the L/C Credit Extension so
requested complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits, and subject to the terms and
conditions hereof, the Specified U.S. Borrower’s ability to obtain U.S. Letters
of Credit shall be fully revolving, and accordingly the Specified U.S. Borrower
may, during the foregoing period, obtain U.S. Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.  All Existing Letters of Credit shall be deemed to have
been issued pursuant hereto, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.  The U.S.
L/C Issuer’s Commitment to issue U.S. Letters of Credits shall automatically
terminate on the earlier to occur of (x)  the date of termination of
the U.S. Revolving Credit Commitments pursuant to Section 2.06, and
(y) the date 30 days prior to the Maturity Date.







-66-





(ii)  The U.S.
L/C Issuer shall not issue any U.S. Letter of Credit if:




(A)  subject
to Section
2.03(a)(i), the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Required U.S. Lenders have approved such expiry date; or




(B)  the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date.




(iii)  The U.S.
L/C Issuer shall not be under any obligation to issue any U.S. Letter of Credit
if:




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




(B)  the
issuance of such Letter of Credit would violate one or more policies of the U.S.
L/C Issuer applicable to letters of credit generally;




(C)  such
Letter of Credit is to be denominated in a currency other than Dollars;
or




(D)  a default
of any U.S. Revolving Credit Lender’s obligations to fund under Section 2.03(b)
exists or any U.S. Appropriate Lender is at such time a Defaulting Lender
hereunder, unless the U.S. L/C Issuer has entered into reasonably satisfactory
arrangements with the Specified U.S. Borrower or such Lender to eliminate the
U.S. L/C Issuer’s risk with respect to such Lender.




(iv)  The U.S.
L/C Issuer shall not amend any Letter of Credit if the U.S. L/C Issuer would not
be permitted at such time to issue such Letter of Credit in its amended form
under the terms hereof.




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







-67-





(vi)  The U.S.
L/C Issuer shall act on behalf of the U.S. Revolving Credit Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith,
and the U.S. L/C Issuer shall have all of the benefits and immunities
(A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the U.S. L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included
the U.S. L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the U.S. L/C Issuer.




(d)  Canadian Letter of Credit
Commitment.  (i)  Subject to the terms and conditions
set forth herein, (A) the Canadian L/C Issuer agrees, in reliance upon the
agreements of the Canadian Revolving Credit Lenders set forth in this Section 2.01(d) and
Section 2.03,
(1) from time to time on any Business Day during the period from the Closing
Date until the Letter of Credit Expiration Date, to issue Canadian Letters of
Credit for the account of the Canadian Borrower or any of its Canadian
Subsidiaries, and to amend or extend Canadian Letters of Credit previously
issued by it, in accordance with Section 2.03(a), and
(2) to honor drawings under the Canadian Letters of Credit; and (B) the
Canadian Revolving Credit Lenders severally agree to participate in Canadian
Letters of Credit issued for the account of the Canadian Borrower or any of its
Canadian Subsidiaries and any drawings thereunder; provided that after
giving effect to any Canadian L/C Credit Extension with respect to any Canadian
Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed
the lesser of (I) the Revolving Credit Facility and (II) the Total Borrowing
Base at such time, (x) the aggregate Outstanding Amount of the Canadian
Revolving Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian Revolving
Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian
L/C Obligations, plus
such Canadian Revolving Credit Lender’s Applicable Percentage of the Outstanding
Amount of all Canadian Swing Line Loans shall not exceed such Canadian Revolving
Credit Lender’s Canadian Revolving Credit Commitment, (y) the Total Canadian
Revolving Credit Outstandings shall not exceed the lesser of (I) the Canadian
Revolving Credit Facility and (II) the Canadian Borrowing Base, and (z) the
Outstanding Amount of the Canadian L/C Obligations shall not exceed the Canadian
Letter of Credit Sublimit.  Each request by the Canadian Borrower for
the issuance or amendment of a Canadian Letter of Credit shall be deemed to be a
representation by the Canadian Borrower that the L/C Credit Extension so
requested complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits, and subject to the terms and
conditions hereof, the Canadian Borrower’s ability to obtain Canadian Letters of
Credit shall be fully revolving, and accordingly the Canadian Borrower may,
during the foregoing period, obtain Canadian Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.  The Canadian L/C Issuer’s Commitment to issue Canadian
Letters of Credits shall automatically terminate on the earlier to occur of
(x)  the date of termination of the Canadian Revolving Credit
Commitments pursuant to Section 2.06, and
(y) the date 30 days prior to the Maturity Date.




(a)  The
Canadian L/C Issuer shall not issue any Canadian Letter of Credit
if:







-68-





(iii)  subject
to Section
2.03(a)(i), the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Required Canadian Lenders have approved such expiry date;
or




(B)  the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date.




(iii)  The
Canadian L/C Issuer shall not be under any obligation to issue any Canadian
Letter of Credit if:




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




(B)  the
issuance of such Letter of Credit would violate one or more policies of the
Canadian L/C Issuer applicable to letters of credit generally;




(C)  such
Letter of Credit is to be denominated in a currency other than Dollars or
Canadian Dollars; or




(D)  a default
of any Canadian Revolving Credit Lender’s obligations to fund under Section 2.03(b)
exists or any Canadian Appropriate Lender is at such time a Defaulting Lender
hereunder, unless the Canadian L/C Issuer has entered into reasonably
satisfactory arrangements with the Canadian Borrower or such Lender to eliminate
the Canadian L/C Issuer’s risk with respect to such Lender.




(iv)  The
Canadian L/C Issuer shall not amend any Letter of Credit if the Canadian L/C
Issuer would not be permitted at such time to issue such Letter of Credit in its
amended form under the terms hereof.




(v)  The
Canadian L/C Issuer shall be under no obligation to amend any Letter of Credit
if (A) the Canadian L/C Issuer would have no obligation at such time to issue
such Letter of Credit in its amended form under the terms hereof, or (B)
the







-69-





beneficiary
of such Letter of Credit does not accept the proposed amendment to such Letter
of Credit.




(e)  The
Canadian L/C Issuer shall act on behalf of the Canadian Revolving Credit Lenders
with respect to any Letters of Credit issued by it and the documents associated
therewith, and the Canadian L/C Issuer shall have all of the benefits and
immunities (A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the Canadian L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included
the Canadian L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the Canadian L/C
Issuer




(f)  U.S.
Overadvances.  If the aggregate Outstanding Amount of the U.S.
Revolving Credit Loans exceed the U.S. Borrowing Base (“U.S. Overadvance”) at
any time, the excess amount shall be payable by U.S. Borrowers on demand by the
Administrative Agent, but all such excess U.S. Revolving Credit Loans shall
nevertheless constitute U.S. Obligations secured by the U.S. Collateral and
entitled to all benefits of the Loan Documents.  Unless its authority
has been revoked in writing by Required U.S. Lenders, the Administrative Agent
may require the U.S. Revolving Credit Lenders to honor requests for U.S.
Overadvance Loans and to forbear from requiring the U.S. Borrowers to cure a
U.S. Overadvance, when no other Event of Default is known to the Administrative
Agent, as long as (i) the U.S. Overadvance does not continue for more than 45
consecutive days (and no U.S. Overadvance may exist for at least five
consecutive days thereafter before further U.S. Overadvance Loans are required),
and (ii) the U.S. Overadvance is not known by the Administrative Agent to
exceed, when taken together with all Canadian Overadvances and all Protective
Advances, the lesser of (x) $10,000,000 and (y) an amount equal to 10% of the
Total Borrowing Base.  In no event shall U.S. Overadvance Loans be
required that would cause the (A) the aggregate Outstanding Amount of the U.S.
Revolving Credit Loans of any Lender, plus such U.S. Revolving
Credit Lender’s Applicable Percentage of the Outstanding Amount of all U.S. L/C
Obligations, plus such
U.S. Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount
of all U.S. Swing Line Loans to exceed such U.S. Revolving Credit Lender’s U.S.
Revolving Credit Commitment or (B) the Total U.S. Revolving Credit Outstandings
to exceed (x) the U.S. Revolving Credit Facility minus (y) the Availability
Reserve to the extent attributable to the U.S. Loan Parties in the
Administrative Agent’s Credit Judgment at such time.  Any funding of a
U.S. Overadvance Loan or sufferance of a U.S. Overadvance shall not constitute a
waiver by the Administrative Agent or the Lenders of the Event of Default caused
thereby.  In no event shall any Borrower or other Loan Party be deemed
a beneficiary of this Section nor authorized to enforce any of its
terms.  At the Administrative Agent’s discretion, U.S. Overadvance
Loans made under this Section 2.01(f) may
be made in the form of U.S. Swing Line Loans in accordance with Section
2.04(A).




(g)  Canadian
Overadvances.  If the aggregate Outstanding Amount of the
Canadian Revolving Credit Loans exceed the Canadian Borrowing Base (“Canadian
Overadvance”) at any time, the excess amount shall be payable by the
Canadian







-70-


Borrower
on demand by the Administrative Agent, but all such excess Canadian Revolving
Credit Loans shall nevertheless constitute Canadian Obligations secured by the
Collateral and entitled to all benefits of the Loan Documents.  Unless
its authority has been revoked in writing by the Required Canadian Lenders, the
Administrative Agent may require the Canadian Revolving Credit Lenders to honor
requests for Canadian Overadvance Loans and to forbear from requiring the
Canadian Borrower to cure a Canadian Overadvance, when no other Event of Default
is known to the Administrative Agent, as long as (i) the Canadian Overadvance
does not continue for more than 45 consecutive days (and no Canadian Overadvance
may exist for at least five consecutive days thereafter before further Canadian
Overadvance Loans are required), and (ii) the Canadian Overadvance is not known
by the Administrative Agent to exceed $1,500,000 or, when taken together with
all U.S. Overadvances and all Protective Advances, the lesser of (x) $10,000,000
and (y) 10% of the Total Borrowing Base.  In no event shall Canadian
Overadvance Loans be required that would cause the (A) the aggregate Outstanding
Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit
Lender, plus such
Canadian Revolving Credit Lender’s Applicable Percentage of the Outstanding
Amount of all Canadian L/C Obligations, plus such Canadian Revolving
Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian
Swing Line Loans to exceed such Canadian Revolving Credit Lender’s Canadian
Revolving Credit Commitment or (B) the Total Canadian Revolving Credit
Outstandings to exceed (x) the Canadian Revolving Credit Facility minus (y) the Availability
Reserve to the extent attributable to the Canadian Loan Parties in the
Administrative Agent’s Credit Judgment at such time.  Any funding of a
Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not
constitute a waiver by the Administrative Agent or the Lenders of the Event of
Default caused thereby.  In no event shall any Borrower or other Loan
Party be deemed a beneficiary of this Section nor authorized to enforce any of
its terms.  At the Administrative Agent’s discretion, Canadian
Overadvance Loans made under this Section 2.01(g) may
be made in the form of Canadian Swing Line Loans in accordance with Section
2.04(B).




(h)  Protective
Advances.  The Agents shall be authorized, in their discretion,
at any time that any conditions in Section 4.02 are not
satisfied, to make U.S. Revolving Credit Loans (any such U.S. Revolving Credit
Loans made pursuant to this Section 2.01(h),
“U.S. Protective
Advances”) or to cause to be made through CS Toronto as its sub-agent
Canadian Revolving Credit Loans (any such Canadian Revolving Credit Loans made
pursuant to this Section 2.01(h),
“Canadian Protective
Advances” and, together with the U.S. Protective Advances, the “Protective Advances”)
(a) up to an aggregate amount, when taken together with all U.S. Overadvances
and all Canadian Overadvances, the lesser of (x) $10,000,000 and (y) 10% of the
Total Borrowing Base outstanding at any time, if the Agents reasonably deem such
Loans necessary or desirable to preserve or protect Collateral, or to enhance
the collectibility or repayment of Obligations; or (b) to pay any other amounts
chargeable to Loan Parties under any Loan Documents, including costs, fees and
expenses.  Protective Advances shall constitute Obligations secured by
the Collateral and shall be entitled to all of the benefits of the Loan
Documents.  Immediately upon the making of a Protective Advance, each
applicable Appropriate Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Administrative Agent a risk
participation in such Protective Advance in an amount equal to the product of
such applicable Revolving Credit Lender’s Applicable Percentage times the amount
of such Protective Advance.  The Agents’ determination that funding of
a Protective Advance is appropriate shall be conclusive.  In no event
shall Protective Advances cause the aggregate Outstanding Amount of the
Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans to exceed such
Lender’s Commitment.


-71-







SECTION
2.02.  Borrowings, Conversions and
Continuations of Loans.  (a)  Each Revolving Credit
Borrowing, each conversion of Revolving Credit Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans or BA Rate Loans shall be made
upon the applicable Borrower’s irrevocable notice to the Administrative Agent,
which may be given by telephone.  Each such notice must be received by
the Administrative Agent not later than 12:00 p.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation
of Eurodollar Rate Loans or BA Rate Loans or of any conversion of Eurodollar
Rate Loans or BA Rate Loans to Base Rate Loans, Canadian Base Rate Loans or
Canadian Prime Rate Loans, as the case may be, and (ii) one Business Day prior
to the requested date of any Borrowing of Base Rate Loans, Canadian Base Rate
Loans or Canadian Prime Rate Loans; provided, however, that if the
applicable Borrower wishes to request Eurodollar Rate Loans or BA Rate Loans
having an Interest Period other than 1, 2, 3 or 6 months in duration as provided
in the definition of “Interest Period,” the applicable notice must be received
by the Administrative Agent not later than 11:00 a.m. four Business Days prior
to the requested date of such Borrowing, conversion or continuation, whereupon
the Administrative Agent shall give prompt notice to the Appropriate Lenders of
such request and determine whether the requested Interest Period is acceptable
to all of them.  Not later than 11:00 a.m., three Business Days before
the requested date of such Borrowing, conversion or continuation, the
Administrative Agent shall notify the applicable Borrower (which notice may be
by telephone) whether or not the requested Interest Period has been consented to
by all the applicable Lenders.  Each telephonic notice by a Borrower
pursuant to this Section 2.02(a) must
be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of such Borrower.  Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or BA Rate Loans shall be in a principal
amount of $1,000,000 or Cdn. $1,000,000, as applicable, or a whole multiple of
$200,000 or Cdn. $200,000, as applicable, in excess thereof.  Except
as provided in Sections 2.03(a) and
2.04(c), each
Borrowing of or conversion to Base Rate Loans, Canadian Base Rate Loans or
Canadian Prime Rate Loans shall be in a principal amount of $500,000 or Cdn.
$500,000, as applicable, or a whole multiple of $100,000 or Cdn. $100,000, as
applicable, in excess thereof.  Each Committed Loan
Notice  (whether telephonic or written) shall specify (i) whether a
Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving
Credit Loans from one Type to the other, or a continuation of Eurodollar Rate
Loans or BA Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the Type
of Loans to be borrowed or to which existing Revolving Credit Loans are to be
converted, (v) if applicable, the duration of the Interest Period with respect
thereto and (vi) if applicable, the currency of the Borrowing, continuation or
conversion.  If a Borrower fails to specify a Type of Loan in a
Committed Loan Notice or if a Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Revolving Credit Loans shall be made as,







-72-






(b)  Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each applicable Lender of the amount of its Applicable Percentage under
the applicable Facility of the applicable Revolving Credit Loans, and if no
timely notice of a conversion or continuation is provided by the applicable
Borrower, the Administrative Agent shall notify each applicable Lender of the
details of any automatic conversion to Base Rate Loans, Canadian Base Rate Loans
or Canadian Prime Rate Loans, as applicable, described in Section
2.02(a).  In the case of a Revolving Credit Borrowing, each
Appropriate Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent’s Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if
such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the
applicable Borrower by wire transfer of such funds in accordance with
instructions provided (and reasonably acceptable) to the Administrative Agent by
the applicable Borrower.




(c)  Any
Eurodollar Rate Loan and a BA Rate Loan continued or converted other than on the
last day of an Interest Period for such Eurodollar Rate Loan or BA Rate Loan and
any continuation or conversion shall be subject to Section
3.05.  During the existence of an Event of Default, (i) upon
notice to the Borrower Agent from the Administrative Agent given at the request
of the Required U.S. Lenders, no outstanding Loans to the U.S. Borrowers may be
converted into, or continued as Eurodollar Rate Loans and (ii) upon notice to
the Borrower Agent from the Administrative Agent given at the request of the
Required Canadian Lenders, no outstanding Loans to the Canadian Borrowers may be
converted into, or continued as Eurodollar Rate Loans or BA Rate
Loans.




(d)  The
Administrative Agent shall promptly notify the applicable Borrower and the
applicable Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans and BA Rate Loans upon determination of such interest
rate.  At any time that Base Rate Loans, Canadian Base Rate Loans or
Canadian Prime Rate Loans are outstanding, the Administrative Agent shall notify
the applicable Borrower and the applicable Lenders of any change in Credit
Suisse’s or CS Toronto’s, as applicable, base rate or prime rate used in
determining the Base Rate, Canadian Base Rate or Canadian Prime Rate, as
applicable, promptly following the announcement of such change.







-73-





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




(f)  Anything
in this Section
2.02 to the contrary notwithstanding, no Borrower may select Interest
Periods for Eurodollar Rate Loans and BA Rate Loans that have a duration of more
than 1 month during the period from the date hereof to June 30, 2008 (or such
earlier date as shall be specified by the Administrative Agent in a notice to
the Borrower Agent and the Lenders).




SECTION 2.03  Letters of
Credit  Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of
Credit.  (a)  (i)  Each Letter of Credit
shall be issued or amended, as the case may be, upon the request of the
applicable Borrower delivered to the applicable L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of such
Borrower.  Such Letter of Credit Application must be received by the
applicable L/C Issuer and the Administrative Agent not later than 2:00 p.m. at
least two Business Days (or such later date and time as the Administrative Agent
and such L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the applicable L/C Issuer:  (A) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount and currency thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; (G) the purpose and nature of the requested Letter of
Credit; and (H) such other matters as the applicable L/C Issuer may reasonably
require.  In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and
detail reasonably satisfactory to the applicable L/C Issuer (1) the Letter of
Credit to be amended; (2) the proposed date of amendment thereof (which shall be
a Business Day); (3) the nature of the proposed amendment; and (4) such other
matters as the applicable L/C Issuer may require.  Additionally, the
applicable Borrower shall furnish to the applicable L/C Issuer and the
Administrative Agent such other documents and information pertaining to such
requested Letter of Credit issuance or amendment, including any Issuer
Documents, as such L/C Issuer or the Administrative Agent may reasonably
require.




(ii)  Promptly
after receipt of any Letter of Credit Application, the applicable L/C Issuer
will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the applicable Borrower and, if not, such L/C Issuer will provide the
Administrative Agent with a copy thereof.  Unless the applicable L/C
Issuer has received written notice from any Appropriate Lender under the
applicable Facility, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article IV
shall not then be satisfied, then,





-74-


times




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




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







-75-





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




(ii)  Each
Appropriate Lender under the applicable Facility shall upon any notice pursuant
to Section 2.03(b)(i)
make funds available to the Administrative Agent for the account of the
applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to
its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on
the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(b)(iii),
each Appropriate Lender that so makes funds available shall be deemed to have
made a Base Rate Loan, Canadian Base Rate Loan or Canadian Prime Rate Loan, as
applicable, to the applicable Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the applicable L/C
Issuer.




(iii)  With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
Credit Borrowing of Base Rate Loans (or Canadian Base Rate Loans or Canadian
Prime Rate Loans, as the case may be) because the conditions set forth in Section 4.02
cannot be satisfied or for any other reason,




-76-


Section
2.03(b)(ii) Section 2.03




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




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




(vi)  If any
Appropriate Lender fails to make available to the Administrative Agent for the
account of an L/C Issuer any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.03(b) by
the time specified in Section 2.03(b)(ii),
the applicable L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to such L/C Issuer at a rate per annum equal to
the Overnight Rate, plus any administrative, processing or similar fees
customarily charged by such L/C Issuer in connection with the
foregoing.  If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Loan included in
the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing,
as the case may be.  A certificate of an L/C Issuer submitted to any
Appropriate Lender (through the Administrative Agent) with respect to any
amounts owing under this Section 2.03(b)(vi)
shall be conclusive absent manifest error.







-77-





(c)  Repayment of
Participations.  (i)  At any time after an L/C Issuer
has made a payment under any Letter of Credit and has received from any
Appropriate Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.03(b), if
the Administrative Agent receives for the account of such L/C Issuer any payment
in respect of the related Unreimbursed Amount or interest thereon (whether
directly from a Borrower or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof in the same funds as
those received by the Administrative Agent.




(ii)  If any
payment received by the Administrative Agent for the account of an L/C Issuer
pursuant to Section
2.03(b)(i) is required to be returned under any of the circumstances
described in Section
10.05 (including pursuant to any settlement entered into by an L/C Issuer
in its discretion), each Appropriate Lender under the applicable Facility shall
pay to the Administrative Agent for the account of such L/C Issuer its
Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at a
rate per annum equal to the Overnight Rate from time to time in
effect.  The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement.




(d)  Obligations
Absolute.  The obligation of the Borrowers to reimburse the
applicable L/C Issuers for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:




(i)  any lack
of validity or enforceability of such Letter of Credit, this Agreement, or any
other Loan Document;




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




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




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







-78-






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




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




(e)  Role of L/C
Issuer.  Each Lender and each Borrower agrees that, in paying
any drawing under a Letter of Credit, no L/C Issuer shall have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuers, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of any L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Revolving Credit Lenders under the
applicable Facility or the Required U.S. Lenders or Required Canadian Lenders,
as applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter
of Credit or Issuer Document.  Each Borrower hereby assumes all risks
of the acts or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude such Borrowers’ pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuers, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of any L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.03(d);
provided, however, that
anything in such clauses to the contrary notwithstanding, a Borrower may have a
claim against an L/C Issuer, and such L/C Issuer may be liable to such Borrower,
to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by such Borrower which such
Borrower proves were caused by such L/C Issuer’s willful misconduct or gross
negligence or such L/C Issuer’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuers may accept documents that appear on their face to be in order,
without responsibility
for further investigation, regardless of any notice or information to the
contrary, and the L/C Issuers shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason.


-79-









(f)  Cash
Collateral.  Upon the request of the Administrative Agent, (i)
if an L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the applicable Borrowers shall, in each case, immediately
Cash Collateralize the then Outstanding Amount of all applicable L/C
Obligations.  Sections 2.05 and
8.02(c)set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03, Section 2.05 and
Section
8.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver or hypothecate
to the Collateral Agent, for the benefit of the applicable L/C Issuers and the
Appropriate Lenders, as collateral for the L/C Obligations, cash or deposit
account balances pursuant to documentation in form and substance reasonably
satisfactory to the Collateral Agent and the applicable L/C Issuer (which
documents are hereby consented to by the Lenders).  Derivatives of
such term have corresponding meanings.  Each Borrower hereby grants to
the Collateral Agent, for the benefit of the applicable L/C Issuer and the
Appropriate Lenders, a security interest in all such cash, deposit accounts and
all balances therein and all proceeds of the foregoing.  Cash
Collateral shall be maintained in blocked, non-interest bearing deposit accounts
under the exclusive control of the Collateral Agent.  If at any time
the Collateral Agent determines that any funds held as Cash Collateral are
subject to any right or claim of any Person other than the Collateral Agent or
that the total amount of such funds is less than the aggregate Outstanding
Amount of all applicable L/C Obligations, the applicable Borrower will,
forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as
additional funds to be deposited as Cash Collateral, an amount equal to the
excess of (x) such aggregate Outstanding Amount over (y) the total
amount of funds, if any, then held as Cash Collateral that the Collateral Agent
determines to be free and clear of any such right and claim.  Upon the
drawing of any Letter of Credit for which funds are on deposit as Cash
Collateral, such funds shall be applied, to the extent permitted under
applicable Laws, to reimburse the applicable L/C Issuer.




(g)  Applicability of ISP and
UCP.  Unless otherwise expressly agreed by an L/C Issuer and
the applicable Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP
shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.




(h)  Letter of Credit
Fees.  The U.S. Borrowers shall pay to the Administrative Agent
for the account of each U.S. Appropriate Lender in accordance with its
Applicable Percentage, and the Canadian Borrower shall pay to the Administrative
Agent for the account of each Canadian Appropriate Lender in accordance with its
Applicable Percentage, a Letter of Credit fee (the “Letter of Credit
Fee”) for each U.S. Letter of Credit or Canadian Letter of
Credit,







-80-


times Section
1.06




(i)  Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The applicable
Borrower shall pay directly to the applicable L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit, at the rate of 0.25% per
annum, computed on the daily amount available to be drawn under such Letter of
Credit on a quarterly basis in arrears.  Such fronting fee shall be
due and payable on the first Business Day of each April, July, October and
January in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand.  For purposes of computing
the daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section
1.06.  In addition, the applicable Borrower shall pay directly
to the applicable L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of such L/C Issuer relating to letters of credit as from time to time
in effect.  Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.




(j)  Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.




(k)  Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, each applicable Borrower shall be obligated to
reimburse the applicable L/C Issuer hereunder for any and all drawings under
such Letter of Credit.  Each Borrower hereby acknowledges that the
issuance of Letters of Credit for the account of Subsidiaries inures to the
benefit of such Borrower, and that such Borrower’s business derives substantial
benefits from the businesses of such Subsidiaries.




SECTION
2.04.  Swing Line
Loans.




(A)  (a)  The U.S. Swing
Line.  Subject to the terms and conditions set forth herein,
the U.S. Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04(A), to
make loans (each such loan,







-81-


U.S. Swing
Line Loan provided however plus plus provided provided further Section 2.04(A) Section
2.05 Section 2.04(A) times




(b)  Borrowing
Procedures.  Each U.S. Swing Line Borrowing shall be made upon
the Specified U.S. Borrower’s irrevocable notice to the U.S. Swing Line Lender
and the Administrative Agent, which may be given by telephone.  Each
such notice must be received by the U.S. Swing Line Lender and the
Administrative Agent not later than 12:00 p.m. on the requested borrowing date,
and shall specify (i) the amount to be borrowed and (ii) the requested borrowing
date, which shall be a Business Day.  Each such telephonic notice must
be confirmed promptly by delivery to the U.S. Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Specified U.S.
Borrower.  Promptly after receipt by the U.S. Swing Line Lender of any
telephonic Swing Line Loan Notice, the U.S. Swing Line Lender will confirm with
the Administrative Agent (by telephone or in writing) that the Administrative
Agent has also received such Swing Line Loan Notice and, if not, the U.S. Swing
Line Lender will notify the Administrative Agent (by telephone or in writing) of
the contents thereof.  Unless the U.S. Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any U.S. Revolving Credit Lender) prior to 2:00 p.m. on the date
of the proposed U.S. Swing Line Borrowing (A) directing the U.S. Swing Line
Lender not to







-82-


Section 2.04(A)(a) Article IV




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




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




(iii)  If any
U.S. Appropriate Lender fails to make available to the Administrative Agent for
the account of the U.S. Swing Line Lender any amount required to be paid by such
Lender pursuant to the foregoing provisions of this Section 2.04(A)(c)
by the time specified in Section 2.04(A)(c)(i),
the U.S. Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the U.S. Swing Line Lender at a rate per
annum equal to the Overnight Rate, plus any administrative, processing or
similar fees customarily charged by the U.S. Swing Line Lender in connection
with the foregoing.







-83-


clause (iii)




(iv)  If any
U.S. Appropriate Lender fails to make available to the Administrative Agent for
the account of the U.S. Swing Line Lender any amount required to be paid by it
pursuant to Section 2.04(A)(c)(iii), the
U.S. Swing Line Lender shall be entitled, at its sole and absolute discretion,
to recover from the Borrowers (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to the U.S. Swing Line Lender at a rate per annum equal to the Overnight Rate,
plus any administrative, processing or similar fees customarily charged by the
U.S. Swing Line Lender in connection with the foregoing.




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




(d)  Repayment of
Participations.  (i)  At any time after any U.S.
Appropriate Lender has purchased and funded a risk participation in a U.S. Swing
Line Loan, if the U.S. Swing Line Lender receives any payment on account of such
Swing Line Loan, the U.S. Swing Line Lender will distribute to such Appropriate
Lender its Applicable Percentage thereof in the same funds as those received by
the U.S. Swing Line Lender.




(ii)  If any
payment received by the U.S. Swing Line Lender in respect of principal or
interest on any U.S. Swing Line Loan is required to be returned by the U.S.
Swing Line Lender under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the U.S. Swing Line Lender
in its discretion), each U.S. Appropriate Lender shall pay to the U.S. Swing
Line Lender its Applicable Percentage thereof on demand of the Administrative
Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a
rate per annum equal to the Overnight Rate.  The Administrative Agent
will make such demand upon the request of the U.S. Swing Line
Lender.  The obligations of the Lenders under this clause shall
survive the payment in full of the U.S. Obligations and the termination of this
Agreement.


-84-




(e)  Interest for Account of U.S.
Swing Line Lender.  The U.S. Swing Line Lender shall be
responsible for invoicing the Specified U.S. Borrower for interest on the U.S.
Swing Line Loans.  Until each U.S. Appropriate Lender funds its Base
Rate Loan or risk participation pursuant to this Section 2.04(A)
to refinance such Revolving Credit Lender’s Applicable Percentage of any U.S.
Swing Line Loan, interest in respect of such Applicable Percentage shall be
solely for the account of the U.S. Swing Line Lender.




(f)  Payments Directly to U.S.
Swing Line Lender.  The Specified U.S. Borrower shall make all
payments of principal and interest in respect of the U.S. Swing Line Loans
directly to the U.S. Swing Line Lender.




(B)  (a)  The Canadian Swing
Line.  Subject to the terms and conditions set forth herein,
the Canadian Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04(B), to
make loans (each such loan, a “Canadian Swing Line
Loan”) in Dollars and Canadian Dollars to the Canadian Borrower from time
to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Canadian Swing
Line Sublimit, notwithstanding the fact that such Canadian Swing Line Loans,
when aggregated with the Applicable Percentage of the Outstanding Amount of
Canadian Revolving Credit Loans and Canadian L/C Obligations of the Lender
acting as Canadian Swing Line Lender, may exceed the amount of such Lender’s
Canadian Revolving Credit Commitment; provided, however, that after
giving effect to any Canadian Swing Line Loan, (i) the Total Revolving Credit
Outstandings shall not exceed the lesser of (x) the Revolving Credit Facility
and (y) the Total Borrowing Base at such time, (ii) the aggregate Outstanding
Amount of the Canadian Revolving Credit Loans of any Canadian Revolving Credit
Lender, plus such
Canadian Revolving Credit Lender’s Applicable Percentage of the Outstanding
Amount of all Canadian L/C Obligations, plus such Canadian Revolving
Credit Lender’s Applicable Percentage of the Outstanding Amount of all Canadian
Swing Line Loans shall not exceed such Canadian Revolving Credit Lender’s
Canadian Revolving Credit Commitment and (iii) the Total Canadian Revolving
Credit Outstandings shall not exceed the lesser of (x) the Canadian Revolving
Credit Facility and (y) the Canadian Borrowing Base; and provided that the
Canadian Borrower shall not use the proceeds of any Canadian Swing Line Loan to
refinance any outstanding Canadian Swing Line Loan.  Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Canadian Borrower may borrow under this Section 2.04(B),
prepay under Section
2.05, and reborrow under this Section 2.04(B).  Each
Canadian Swing Line Loan denominated in Dollars shall bear interest only at a
rate based on the Canadian Base Rate.  Each Canadian Swing Line Loan
denominated in Canadian Dollars shall bear interest only at a rate based on the
Canadian Prime Rate.  Immediately upon the making of a Canadian Swing
Line Loan, each Canadian Appropriate Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line
Lender a risk participation in such Canadian Swing Line Loan in







-85-


an amount
equal to the product of such Canadian Revolving Credit Lender’s Applicable
Percentage times the amount of
such Canadian Swing Line Loan.




(b)  Borrowing
Procedures.  Each Canadian Swing Line Borrowing shall be made
upon the Canadian Borrower’s irrevocable notice to the Canadian Swing Line
Lender and the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Canadian Swing
Line Lender and the Administrative Agent not later than 12:00 p.m. on the
requested borrowing date, and shall specify (i) the amount and currency to be
borrowed and (ii) the requested borrowing date, which shall be a Business
Day.  Each such telephonic notice must be confirmed promptly by
delivery to the Canadian Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Canadian Borrower.  Promptly after receipt
by the Canadian Swing Line Lender of any telephonic Swing Line Loan Notice, the
Canadian Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such
Swing Line Loan Notice and, if not, the Canadian Swing Line Lender will notify
the Administrative Agent (by telephone or in writing) of the contents
thereof.  Unless the Canadian Swing Line Lender has received notice
(by telephone or in writing) from the Administrative Agent (including at the
request of any Canadian Revolving Credit Lender) prior to 2:00 p.m. on the date
of the proposed Canadian Swing Line Borrowing (A) directing the Canadian Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.04(B)(a),
or (B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the Canadian
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified
in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the Canadian Borrower.




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


-86-




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




(iii)  If any
Canadian Appropriate Lender fails to make available to the Administrative Agent
for the account of the Canadian Swing Line Lender any amount required to be paid
by such Lender pursuant to the foregoing provisions of this Section 2.04(B)(c) by
the time specified in Section 2.04(B)(c)(i),
the Canadian Swing Line Lender shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the Canadian Swing Line Lender at
a rate per annum equal to the Overnight Rate, plus any administrative,
processing or similar fees customarily charged by the Canadian Swing Line Lender
in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Revolving Credit Loan included in the relevant Borrowing or funded
participation in the relevant Swing Line Loan, as the case may be.  A
certificate of the Canadian Swing Line Lender submitted to any Lender (through
the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error.




(iv)  If any
Canadian Appropriate Lender fails to make available to the Administrative Agent
for the account of the Canadian Swing Line Lender any amount required to be paid
by it pursuant to Section 2.04(B)(c)(iii), the
Canadian Swing Line Lender shall be entitled, at its sole and absolute
discretion, to recover from the Borrowers (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the Canadian Swing Line Lender at a rate per annum equal to the
Overnight Rate, plus any administrative, processing or similar fees customarily
charged by the Canadian Swing Line Lender in connection with the
foregoing.




(v)  Each
Canadian Revolving Credit Lender’s obligation to make Canadian Revolving Credit
Loans or to purchase and fund risk participations in Canadian Swing Line Loans
pursuant to this Section 2.04(B)(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Canadian Swing Line Lender,
any Borrower or any other Person for any reason whatsoever,







-87-


provided however Section 2.04(B)(c) Section
4.02




(d)  Repayment of
Participations.  (i)  At any time after any Canadian
Appropriate Lender has purchased and funded a risk participation in a Canadian
Swing Line Loan, if the Canadian Swing Line Lender receives any payment on
account of such Swing Line Loan, the Canadian Swing Line Lender will distribute
to such Appropriate Lender its Applicable Percentage thereof in the same funds
as those received by the Canadian Swing Line Lender.




(ii)  If any
payment received by the Canadian Swing Line Lender in respect of principal or
interest on any Canadian Swing Line Loan is required to be returned by the
Canadian Swing Line Lender under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the Canadian Swing Line
Lender in its discretion), each Canadian Appropriate Lender shall pay to the
Canadian Swing Line Lender its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned, at a rate per annum
equal to the Canadian Prime Rate.  The Administrative Agent will make
such demand upon the request of the Canadian Swing Line Lender.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Canadian Obligations and the termination of this Agreement.




(e)  Interest for Account of
Canadian Swing Line Lender.  The Canadian Swing Line Lender
shall be responsible for invoicing the Canadian Borrower for interest on the
Canadian Swing Line Loans.  Until each Canadian Appropriate Lender
funds its Canadian Base Rate Loan or Canadian Prime Rate Loan, as the case may
be, or risk participation pursuant to this Section 2.04(B)
to refinance such Revolving Credit Lender’s Applicable Percentage of any
Canadian Swing Line Loan, interest in respect of such Applicable Percentage
shall be solely for the account of the Canadian Swing Line Lender.




(f)  Payments Directly to
Canadian Swing Line Lender.  The Canadian Borrower shall make
all payments of principal and interest in respect of the Canadian Swing Line
Loans directly to the Canadian Swing Line Lender.




SECTION
2.05.  Prepayments.  (a)
Optional.  (i)  Subject
to the last sentence of this Section 2.05(a)(i),
the Borrowers may, upon notice to the Administrative Agent, at any time or from
time to time voluntarily prepay Revolving Credit Loans in whole or in part
without premium or penalty; provided that (A)
such notice must be received by the Administrative Agent not later than 12:00
p.m. (1) three Business Days prior to any date of prepayment of Eurodollar
Rate Loans or BA Rate Loans and (2) one Business Day prior to any date
of







-88-


Section 3.05




(ii)  The
applicable Borrower may, upon notice to the applicable Swing Line Lender (with a
copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A)
such notice must be received by the applicable Swing Line Lender and the
Administrative Agent not later than 12:00 p.m. on the date of the
prepayment.  Each such notice shall specify the date and amount of
such prepayment.  If such notice is given by a Borrower, such Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.




(b)  Mandatory.  (i)  If
for any reason the Total Revolving Credit Outstandings at any time exceed the
lesser of (x) the Borrowing Base at such time (except as a result of Overadvance
Loans or Protective Advances permitted under Section 2.01(f) or
2.01(g)) and (y) the Revolving Credit Facility at such time, the
Borrowers shall immediately prepay their respective Revolving Credit Loans,
Swing Line Loans and L/C Borrowings and/or Cash Collateralize their respective
L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to
such excess.  If for any reason the Total U.S. Revolving Credit
Outstandings at any time exceed the lesser of (x) the U.S. Borrowing Base at
such time (except to the extent constituting U.S. Overadvance Loans permitted
under Section
2.01(f)) and (y) the U.S. Revolving Credit Facility at such time, the
U.S. Borrowers shall immediately prepay U.S. Revolving Credit Loans, U.S. Swing
Line Loans and U.S. L/C Borrowings and/or Cash Collateralize the U.S. L/C
Obligations (other than the U.S. L/C Borrowings) in an aggregate amount equal to
such excess.  If for any reason (other than negative fluctuations in
Dollar Equivalents of Canadian Dollars) the Total Canadian Revolving Credit
Outstandings at any time exceed the lesser of (x) the Canadian Borrowing Base at
such time (except to the extent constituting Canadian Overadvance Loans
permitted under Section 2.01(g)) and
(y) the Canadian Revolving Credit Facility at such time, the Canadian Borrower
shall immediately prepay Canadian Revolving Credit Loans, Canadian Swing Line
Loans and Canadian L/C Borrowings and/or Cash Collateralize the Canadian L/C
Obligations (other than the Canadian L/C Borrowings) in an aggregate amount
equal to such excess.





-89-







(ii)  If, as a
result of any negative fluctuations in the Dollar Equivalent of Canadian
Dollars, the Total Canadian Revolving Credit Outstandings exceeds 110% of the
aggregate amount of the Canadian Revolving Credit Commitments as then in effect,
the Canadian Borrower shall, if requested (through the Administrative Agent) by
the Required Canadian Lenders prepay the Canadian Revolving Credit Loans (or
Cash Collateralize the Canadian Letters of Credit) within three (3) Business
Days following such Borrower’s receipt of such request in such amounts as shall
be necessary so that after giving effect thereto the Total Canadian Revolving
Credit Outstandings does not exceed the Canadian Revolving Credit
Commitments.




SECTION 2.06  Termination or Reduction of
Commitments.




(a)  Optional.  The
Specified U.S. Borrower may, upon notice to the Administrative Agent, terminate
the U.S. Revolving Credit Facility, the U.S. Letter of Credit Sublimit, the U.S.
Swing Line Sublimit, or from time to time permanently reduce the U.S. Revolving
Credit Facility, the U.S. Letter of Credit Sublimit, or the U.S. Swing Line
Sublimit; and the Canadian Borrower may, upon notice to the Administrative
Agent, terminate the Canadian Revolving Credit Facility, the Canadian Letter of
Credit Sublimit or the Canadian Swing Line Sublimit, or from time to time
permanently reduce the Canadian Revolving Credit Facility, the Canadian Letter
of Credit Sublimit or the Canadian Swing Line Sublimit provided that (i) any
such notice shall be received by the Administrative Agent not later than 2:00
p.m. two Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $1,000,000 in excess thereof and (iii) the Borrowers shall not
terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total U.S.
Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility,
(B) the U.S. Letter of Credit Sublimit if, after giving effect thereto, the
Outstanding Amount of U.S. L/C Obligations not fully Cash Collateralized
hereunder would exceed the U.S. Letter of Credit Sublimit, (C) the U.S. Swing
Line Sublimit if, after giving effect thereto and to any concurrent prepayments
hereunder, the Outstanding Amount of U.S. Swing Line Loans would exceed the U.S.
Swing Line Sublimit, (D) the Canadian Revolving Credit Facility if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Canadian
Revolving Credit Outstandings would exceed the Canadian Revolving Credit
Facility, (E) the Canadian Letter of Credit Sublimit if, after giving effect
thereto, the Outstanding Amount of Canadian L/C Obligations not fully Cash
Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit,
(E) the Canadian Swing Line Sublimit if, after giving effect thereto and to any
concurrent prepayments hereunder, the Outstanding Amount of Canadian Swing Line
Loans would exceed the Canadian Swing Line Sublimit or (F) the U.S. Revolving
Credit Facility while the Canadian Revolving Credit Facility remains in
effect.




(b)  Mandatory.  (i)  If
after giving effect to any reduction or termination of U.S. Revolving Credit
Commitments under this Section 2.06, the
U.S. Letter of Credit Sublimit or the U.S. Swing Line Sublimit exceeds the U.S.
Revolving Credit Facility at such time, the U.S. Letter of Credit Sublimit
and/or the U.S. Swing Line Sublimit, as the case may be, shall be automatically
reduced by the amount of such excess.







-90-





(c)  If after
giving effect to any reduction or termination of Canadian Revolving Credit
Commitments under this Section 2.06, the
Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds
the Canadian Revolving Credit Facility at such time, the Canadian Letter of
Credit Sublimit and/or the Canadian Swing Line Sublimit, as the case may be,
shall be automatically reduced by the amount of such excess.




(d)  Application of Commitment
Reductions; Payment of Fees.  The Administrative Agent will
promptly notify the Appropriate Lenders of any termination or reduction of any
Letter of Credit Sublimit, any Swing Line Sublimit or any Revolving Credit
Commitment under this Section
2.06.  Upon any reduction of the Revolving Credit Commitments,
the Revolving Credit Commitment of each Appropriate Lender shall be reduced by
such Lender’s Applicable Percentage of such reduction amount.  All
fees in respect of the applicable Revolving Credit Facility accrued until the
effective date of any termination of such Revolving Credit Facility shall be
paid on the effective date of such termination.




SECTION 2.07  Repayment of
Loans.  (a)  Revolving Credit
Loans.  The U.S. Borrowers shall repay to the U.S. Revolving
Credit Lenders on the Maturity Date for the U.S. Revolving Credit Facility the
aggregate principal amount of all U.S. Revolving Credit Loans outstanding on
such date.  The Canadian Borrower shall repay to the Canadian
Revolving Credit Lenders on the Maturity Date for the Canadian Revolving Credit
Facility the aggregate principal amount of all Canadian Revolving Credit Loans
outstanding on such date.




(b)  Swing Line
Loans.  The U.S. Borrowers shall repay each U.S. Swing Line
Loan on the Maturity Date for the U.S. Revolving Credit Facility.  The
Canadian Borrower shall repay each Canadian Swing Line Loan on the Maturity Date
for the Canadian Revolving Credit Facility.




SECTION
2.08.  Interest.  (a)  Subject
to the provisions of Section 2.08(b), (i)
each Eurodollar Rate Loan under a Facility shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Rate; (ii) each BA Rate Loan under the Canadian Revolving Credit Facility shall
bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the BA Rate for such Interest Period plus
the Applicable Rate; (iii) each Base Rate Loan under a Facility shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate; (iv) each Canadian Base Rate Loan under the Canadian Revolving Credit
Facility shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Canadian Base
Rate plus the Applicable Rate; (v) each Canadian Prime Rate Loan under the
Canadian Revolving Credit Facility shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Canadian Prime Rate plus the Applicable Rate; (vi) each U.S. Swing
Line Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate for the Revolving Credit Facility; and (vii) each Canadian
Swing Line Loan shall bear interest on the outstanding principal amount thereof
from the applicable







-91-





borrowing
date at a rate per annum equal to the Canadian Base Rate (for Canadian Swing
Line Loans denominated in Dollars) or the Canadian Prime Rate (for Canadian
Swing Line Loans denominated in Canadian Dollars) plus the Applicable Rate for
the Revolving Credit Facility.




(b)  (i)  If
any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then unless otherwise agreed by the Required Lenders, the interest on
such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.




(ii)  If any
amount (other than principal of any Loan) payable by a Borrower under any Loan
Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.




(iii)  Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.




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




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




(a)  Commitment
Fee.  The U.S. Borrowers shall pay to the Administrative Agent
for the account of each U.S. Appropriate Lender in accordance with its
Applicable Percentage, a commitment fee equal to the Applicable Commitment Fee
Rate divided by
three hundred and sixty (360) days and multiplied by the
number of days in the fiscal quarter and then multiplied by the
amount, if any, by which the Average Revolving Credit Facility Balance with
respect to the U.S. Revolving Credit Facility for such fiscal quarter (or
portion thereof that the U.S. Revolving Credit Commitments are in
effect)  is less than the aggregate amount of the U.S. Revolving
Credit Commitments; provided that, if the
U.S. Revolving Credit Commitments are terminated on a day other than the first
day of a fiscal quarter, then any such fee payable for the fiscal quarter in
which termination shall occur shall be paid on the effective date of such
termination and shall be based upon the number of days that have elapsed during
such period.  The Canadian Borrower shall pay to the Administrative
Agent for the account of each Canadian Appropriate Lender in accordance with its
Applicable Percentage, a commitment fee equal to the Applicable Commitment Fee
Rate divided by
three hundred and sixty (360) days and multiplied by the
number of days in the fiscal quarter and then multiplied by the
amount, if any, by which the Average Revolving Credit Facility Balance with
respect to the Canadian Revolving Credit Facility for such fiscal quarter (or
portion thereof that the Canadian Revolving Credit Commitments are in
effect)







-92-


provided Article IV


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




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




SECTION
2.10.  Computation of Interest and
Fees; Retroactive Adjustments of Applicable
Rate.  (a)  All computations of interest for Base
Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans when the Base
Rate, Canadian Base Rate and/or Canadian Prime Rate is determined by Credit
Suisse’s or CS Toronto’s, as applicable, “prime rate” or “base rate”, and BA
Rate Loans shall be made on the basis of a year of 365/366 days and actual days
elapsed.  All other computations of interest and fees shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year).  Interest shall accrue on each Loan for the day on
which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid, provided that any Loan
that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.  For the purposes of the Interest
Act (Canada), (i) whenever any interest or fees under this Agreement or any
other Loan Document is calculated using a rate based on a year of 360 days, the
rate determined pursuant to such calculation, when expressed as an annual rate,
is equivalent to (x) the applicable rate, (y) multiplied by the actual number of
days in the calendar year commencing on the date such calculation is being made,
and (z) divided by 360, (ii) the principle of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement, and
(iii) the rates of .interest
stipulated in this Agreement are intended to be nominal rates and not effective
rates or yields.







-93-







(b)  If, as a
result of any restatement of or other adjustment to the financial statements of
the Specified U.S. Borrower or for any other reason, the Borrowers or the
Lenders determine that (i) Average Availability as calculated by a Borrower as
of any applicable date was inaccurate and (ii) a proper calculation of the
Average Availability would have resulted in higher pricing for such period, the
applicable Borrowers shall immediately and retroactively be obligated to pay to
the Administrative Agent for the account of the applicable Lenders or L/C
Issuers, as the case may be, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with
respect to any such Borrower under any Debtor Relief Laws, automatically and
without further action by the Administrative Agent, any Lender or any L/C
Issuer), an amount equal to the excess of the amount of interest and fees that
should have been paid for such period over the amount of interest and fees
actually paid for such period.  This paragraph shall not limit the
rights of the Administrative Agent, any Lender or any L/C Issuer, as the case
may be, under Section 2.03(b)(iii), 2.03(h) or 2.08(b) or under
Article
VIII.  The Borrowers’ obligations under this paragraph shall
survive the termination of the Aggregate Commitments and the repayment of all
other Obligations hereunder.




SECTION 2.11  Evidence of
Debt.  (a)  The Credit Extensions made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of
business.  The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of
the Credit Extensions made by the Lenders to the Borrowers and the interest and
payments thereon.  Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of any Borrower
hereunder to pay any amount owing with respect to any Obligations.  In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.  Upon the request of any Lender made
through the Administrative Agent, the applicable Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.




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







-94-




Payments Generally;
Administrative Agent’s Clawback.  (i)  General.  All
payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except
as otherwise expressly provided herein, all payments by the Borrowers hereunder
shall be made to the Administrative Agent, for the account of the Appropriate
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars or Canadian Dollars, as the case may be, and in immediately available
funds not later than 2:00 p.m. on the date specified herein.  The
Administrative Agent will promptly distribute to each Appropriate Lender its
Applicable Percentage in respect of the relevant Facility (or other applicable
share as provided herein) of such payment in like funds as received by wire
transfer to such Lender’s Lending Office.  All payments received by
the Administrative Agent after 2:00 p.m. shall, in the Administrative
Agent’s sole discretion, be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue. Except as otherwise
provided, if any payment to be made by a Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected on computing interest or fees, as
the case may be.  Any payment required to be made by the
Administrative Agent hereunder shall be deemed to have been made by the time
required if the Administrative Agent shall, at or before such time, have taken
the necessary steps to make such payment in accordance with the regulations or
operating procedures of the clearing or settlement system used by the
Administrative Agent to make such payment.






(b)  (i)  Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Rate Loans or BA Rate Loans (or, in the case of any
Borrowing of Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate
Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will
not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in
the case of a Borrowing of Base Rate Loans, Canadian Base Rate Loans or Canadian
Prime Rate Loans, that such Lender has made such share available in accordance
with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the applicable Borrower
a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the applicable Borrower severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to such Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the Overnight Rate, plus any
administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing, and (B) in the case of a
payment to be made by a Borrower, the interest rate applicable to Base Rate
Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as
applicable.  If such Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to such Borrower the amount of such
interest paid by such Borrower for such period.  If such







-95-









(ii)  Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from a Borrower prior to the
time at which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuers hereunder that such Borrower will not make such
payment, the Administrative Agent may assume that such Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer,
as the case may be, the amount due.  In such event, if such Borrower
has not in fact made such payment, then each of the Appropriate Lenders or the
applicable L/C Issuer, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or such L/C Issuer, in immediately available funds with interest thereon,
for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Overnight
Rate.




A notice
of the Administrative Agent to any Lender or a Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.




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




(d)  Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Revolving Credit Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 10.04(c) are
several and not joint.  The failure of any Lender to make any Loan, to
fund any such participation or to make any payment under Section 10.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase
its participation or to make its payment under Section
10.04(c).




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







-96-





(f  Insufficient
Funds.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(in each case with respect to the applicable Facility or Facilities) (i) first, toward payment
of interest and fees then due hereunder (other than in respect of Bank Product
Debt), ratably among the parties entitled thereto in accordance with the amounts
of interest and fees then due to such parties, (ii) second, toward
payment of the principal amount of any Overadvance Loans, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties and (iii) third, toward payment
of principal, L/C Borrowings and other obligations in respect of Bank Product
Debt then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal, L/C Borrowings and Bank Product Debt
then due to such parties; provided, however, that the
proceeds from the foreclosure of any Collateral shall be applied as set forth in
the Intercreditor Agreement.




SECTION
2.13.  Sharing of Payments by
Lenders.  If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of (a)
Obligations in respect of any the Facilities due and payable to such Lender
hereunder and under the other Loan Documents at such time in excess of its
ratable share (according to the proportion of (i) the amount of such Obligations
due and payable to such Lender at such time to (ii) the aggregate amount of the
Obligations in respect of the Facilities due and payable to all Lenders
hereunder and under the other Loan Documents at such time) of payments on
account of the Obligations in respect of the Facilities due and payable to all
Lenders hereunder and under the other Loan Documents at such time obtained by
all the Lenders at such time or (b) Obligations in respect of any of the
Facilities owing (but not due and payable) to such Lender hereunder and under
the other Loan Documents at such time in excess of its ratable share (according
to the proportion of (i) the amount of such Obligations owing (but not due and
payable) to such Lender at such time to (ii) the aggregate amount of the
Obligations in respect of the Facilities owing (but not due and payable) to all
Lenders hereunder and under the other Loan Parties at such time) of payment on
account of the Obligations in respect of the Facilities owing (but not due and
payable) to all Lenders hereunder and under the other Loan Documents at such
time obtained by all of the Lenders at such time then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of Obligations in respect of the Facilities then due and
payable to the Lenders or owing (but not due and payable) to the Lenders, as the
case may be; provided that prior
to the CAM Exchange Date, each Lender shall only purchase participations in
Loans, L/C Obligations and Swing Line Loans under the Facility with respect to
which they hold a Commitment; and provided further
that:




(i)  if any
such participations or subparticipations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and







-97-





(ii)  the
provisions of this Section shall not be construed to apply to (A) any payment
made by a Borrower pursuant to and in accordance with the express terms of this
Agreement or (B) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to a Borrower or any Subsidiary thereof (as to which the
provisions of this Section shall apply).




Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Loan Party in the amount of such
participation.




SECTION
2.14.  Nature of
Obligations.  (a)  The U.S. Borrowers agree that all
U.S. Obligations of each U.S. Borrower under or in respect of this Agreement or
any other Loan Document shall be joint and several obligations of all the U.S.
Borrowers.




(b)  Each U.S.
Borrower waives presentment to, demand of payment from and protest to the other
U.S. Borrowers of any of the U.S. Obligations, and also waives notice of
acceptance of its Obligations and notice of protest for
nonpayment.  The Obligations of a U.S. Borrower hereunder shall not be
affected by (i) the failure of any Lender or the Administrative Agent to assert
any claim or demand or to enforce any right or remedy against the other U.S.
Borrowers under the provisions of this Agreement or any of the other Loan
Documents or otherwise; (ii) any rescission, waiver, amendment or modification
of any of the terms or provisions of this Agreement, any of the other Loan
Documents or any other agreement; or (iii) the failure of any Lender to exercise
any right or remedy against any other U.S. Borrower.




(c)  Each U.S.
Borrower further agrees that its agreement hereunder constitutes a promise of
payment when due and not of collection, and waives any right to require that any
resort be had by any Lender to any balance of any deposit account or credit on
the books of any Lender in favor of any other U.S. Borrower or any other
Person.




(d)  The
Obligations of each U.S. Borrower hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including,
without limitation, compromise, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of the Obligations of the other U.S.
Borrowers or otherwise.  Without limiting the generality of the
foregoing, the Obligations of each U.S. Borrower hereunder shall not be
discharged or impaired or otherwise affected by the failure of the
Administrative Agent or any Lender to assert any claim or demand or to enforce
any remedy under this Agreement or under any other Loan Document or any other
agreement, by any waiver or modification in respect of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the
Obligations of the other U.S. Borrowers, or by any other act or omission which
may or might in any manner or to any extent vary  the risk
of such Borrower or otherwise operate as a discharge of such Borrower as a
matter of law or equity.







-98-




(e)  Each U.S.
Borrower further agrees that its Obligations hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Obligation of the other U.S.
Borrowers is rescinded or must otherwise be restored by the Administrative Agent
or any Lender upon the occurrence of any event described in Sections 8.01(f) or
(g) in respect
of such Borrower, any of the other U.S. Borrowers or otherwise.




(f)  In
furtherance of the foregoing and not in limitation of any other right which the
Administrative Agent or any Lender may have at law or in equity against any U.S.
Borrower by virtue hereof, upon the failure of a U.S. Borrower to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each other U.S. Borrower
hereby promises to and will, upon receipt of written demand by the
Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of
such unpaid U.S. Obligations, and thereupon each U.S. Appropriate Lender shall,
in a reasonable manner, assign the amount of the U.S. Obligations of the other
U.S. Borrowers owed to it and paid by such Borrower pursuant to this guarantee
to such Borrower, such assignment to be pro tanto to the extent to which the
Obligations in question were discharged by such Borrower, or make such
disposition thereof as such Borrower shall direct (all without recourse to any
Lender and without any representation or warranty by any Lender).




(g)  Upon
payment by a U.S. Borrower of any amount as provided above, all rights of such
Borrower against another U.S. Borrower, as the case may be, arising as a result
thereof by way of right of subrogation or otherwise shall in all respects be
subordinated and junior in right of payment to the prior indefeasible payment in
full of all the U.S. Obligations to the U.S. Revolving Credit
Lenders.




(h)  Each U.S.
Borrower, the Administrative Agent and each other Secured Party, hereby confirms
that it is the intention of all such Persons that the agreement and the
Obligations of each U.S. Borrower hereunder not constitute a fraudulent transfer
or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to the agreement and the
Obligations of each U.S. Borrower hereunder.  To effectuate the
foregoing intention, the Administrative Agent, the other Secured Parties and the
U.S. Borrowers hereby irrevocably agree that the Obligations of each U.S.
Borrower hereunder shall be limited to the maximum amount as will result in the
Obligations of such U.S. Borrower hereunder not constituting a fraudulent
transfer or conveyance.  Each U.S. Borrower hereby unconditionally and
irrevocably agrees that in the event any payment shall be required to be made to
any Secured Party, such U.S. Borrower will contribute, to the maximum extent
permitted by law, such amounts to each other U.S. Borrower so as to maximize the
aggregate amount paid to the Secured Parties under or in respect of the Loan
Documents.







-99-






SECTION
2.15.  Borrower
Agent.  Each Borrower hereby irrevocably appoints the Specified
U.S. Borrower, and the Specified U.S. Borrower agrees to act under this
Agreement, as the agent and representative of itself and each other Borrower for
all purposes under this Agreement, including requesting Borrowings, selecting
whether any Loan or portion thereof is to bear interest as a Base Rate Loan, a
Canadian Base Rate Loan, a Canadian Prime Rate Loan or a BA Rate Loan, and
receiving account statements and other notices and communications to Borrowers
(or any of them) from the Administrative Agent.  The Agents may rely,
and shall be fully protected in relying, on any Committed Loan Notice,
disbursement instructions, reports, information, Borrowing Base Certificate or
any other notice or communication made or given by the Borrower Agent, whether
in its own name, on behalf of any Borrower or on behalf of “the Borrowers,” and
the Agents shall have no obligation to make any inquiry or request any
confirmation from or on behalf of any other Borrower as to the binding effect on
such Borrower of any such Committed Loan Notice, instruction, report,
information, Borrowing Base Certificate or other notice or communication from
the Borrower Agent, nor shall any joint and several character of the Borrowers’
liability for the Obligations be affected.




SECTION
2.16.  Incremental Revolving Credit
Commitments.  (a)   The Specified U.S. Borrower
may, by written notice to the Administrative Agent (signed by a Responsible
Officer of the Specified U.S. Borrower) from time to time, request Incremental
Revolving Credit Commitments in an aggregate amount not to exceed
$65,000,0001 from one or more Incremental Revolving Credit
Lenders (which may include any existing Lender) willing to provide such
Incremental Revolving Credit Commitments in their own discretion; provided that each
Incremental Revolving Credit Lender shall be subject to the approval of the
Administrative Agent and the Issuing Bank (which approvals shall not be
unreasonably withheld) unless such Incremental Revolving Credit Lender is a
Lender, an Affiliate of a Lender or an Approved Fund.   Such
notice shall set forth (i) the amount of the Incremental Revolving Credit
Commitments being requested, (ii) whether the request is for U.S. Revolving
Credit Commitments or Canadian Revolving Commitments and (iii) the date on which
such Incremental Revolving Credit Commitments are requested to become
effective.




(b)  The
Borrowers and each Incremental Revolving Credit Lender shall execute and deliver
to the Administrative Agent an Incremental Assumption Agreement and such other
documentation as the Administrative Agent shall reasonably specify to evidence
the Incremental Revolving Credit Commitment of such Incremental Revolving Credit
Lender. Each Incremental Revolving Credit Commitment shall be on the same terms
as the Revolving Credit Commitments.




(c)  Each of
the parties hereto hereby agrees that, upon the effectiveness of any Incremental
Assumption Agreement, this Agreement shall be deemed amended to the extent (but
only to the extent) necessary to reflect the existence and terms of the
Incremental Revolving Credit Commitments evidenced thereby as provided for in
Section
10.1.  Any such deemed amendment may be memorialized in writing by the
Administrative Agent with the Borrowers’ consent (not to be unreasonably
withheld) and furnished to the other parties hereto.







1 This
assumes there are $135 of Aggregate Commitments on the Closing
Date.





-100-







(d)  Notwithstanding
the foregoing, no Incremental Revolving Credit Commitment shall become effective
under this Section
2.16 unless (i) on the date of such effectiveness, the conditions set
forth in Section
4.02(a) and (b) shall be
satisfied and the Administrative Agent shall have received a certificate to that
effect dated such date and executed by a Responsible Officer of the Specified
U.S. Borrower, (ii) on the date of such effectiveness, the Specified U.S.
Borrower shall be in pro forma compliance with the covenant set forth in Section 7.11 (whether
or not such covenant is otherwise applicable under this Agreement at such time)
and (iii) the Administrative Agent shall have received customary legal opinions,
board resolutions and other customary closing certificates and documentation as
required by the relevant Incremental Assumption Agreement and, to the extent
required by the Administrative Agent, consistent with those delivered on the
Closing Date under Section 4.01 and such
additional customary documents and filings (including amendments to the
Mortgages and other Collateral Documents and title endorsement bringdowns) as
the Agents may reasonably require to assure that the Revolving Credit Loans in
respect of Incremental Revolving Credit Commitments are secured by the
Collateral ratably with the existing Revolving Credit Loans.




(e)  Each of
the parties hereto hereby agrees that the Administrative Agent may take any and
all action as may be reasonably necessary to ensure that, after giving effect to
any increase pursuant to this Section 2.16, the
outstanding Revolving Credit Loans (if any) are held by the Revolving Credit
Lenders in accordance with their new Applicable Percentages. This may be
accomplished at the discretion of the Administrative Agent, following
consultation with the Specified U.S. Borrower, (i) by requiring the outstanding
Revolving Credit Loans to be prepaid with the proceeds of a new Revolving Credit
Borrowing, (ii) by causing non-increasing Revolving Credit Lenders to assign
portions of their outstanding Revolving Credit Loans to new or increasing
Revolving Credit Lenders or (iii) by a combination of the foregoing. Any
prepayment or assignment described in this paragraph (e) shall be subject to
Section 3.05,
but shall otherwise be without premium or penalty.














Taxes, Yield Protection and
Illegality




SECTION
3.01.  Taxes.  (a)  Payments Free of Taxes;
Obligation to Withhold; Payments on Account of
Taxes.  (i)  Any and all payments by or on account of
any obligation of any Loan Party hereunder or under any other Loan Document
shall to the extent permitted by applicable Laws be made free and clear of and
without reduction or withholding for any Taxes (other than Excluded
Taxes).  If, however, applicable Laws require any Borrower or the
Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld
or deducted in accordance with such Laws as determined by such Borrower or the
Administrative Agent, as the case may be, upon the basis of the information and
documentation to be delivered pursuant to subsection (e)
below.







-101-




subsection
(e)






(b)  Payment of Other Taxes by
the Loan Parties.  Without limiting the provisions of subsection (a) above,
each Loan Party shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.




(c)  Tax
Indemnifications.  (i)  Without limiting the
provisions of subsection (a) or
(b) above, each
Borrower shall, and does hereby, jointly and severally, indemnify the
Administrative Agent, each Lender and each L/C Issuer, and shall make payment in
respect thereof within 10 Business Days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by the Administrative Agent, such Lender or such L/C Issuer, as
the case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of any such
payment or liability delivered to the applicable Borrower by a Lender or an L/C
Issuer (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive
absent demonstrable manifest error.




(ii)  Without
limiting the provisions of subsection (a) or
(b) above, each
Lender and each L/C Issuer shall, and does hereby, indemnify each Borrower and
the Administrative Agent, and shall make payment in respect thereof within 10
Business Days after demand therefor, against any and all Taxes and any and all
related losses, claims, liabilities, penalties, interest and expenses (including
the fees, charges and disbursements of any counsel for the Borrowers or the
Administrative Agent) incurred by or asserted against a Borrower or the
Administrative Agent by any Governmental Authority as a result of the failure by
such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of
the inaccuracy, inadequacy or deficiency of, any documentation required to be
delivered by such Lender or such L/C Issuer, as the case may be, to such
Borrower or the Administrative Agent pursuant to subsection
(e).  Each Lender and each L/C Issuer hereby authorizes the
Administrative Agent to set off and







-102-




clause
(ii) clause (ii)




(d)  Evidence of
Payments.  Upon request by a Borrower or the Administrative
Agent, as the case may be, after any payment of Taxes by such Borrower or the
Administrative Agent to a Governmental Authority as provided in this Section 3.01, such
Borrower shall deliver to the Administrative Agent or the Administrative Agent
shall deliver to such Borrower, as the case may be, the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of any return required by Laws to report such payment or other evidence
of such payment reasonably satisfactory to such Borrower or the Administrative
Agent.




(e)  Status of Lenders; Tax
Documentation.  (i)  Each Lender shall deliver to the
applicable Borrower and to the Administrative Agent, at the time or times
prescribed by applicable Laws or when reasonably requested by such Borrower or
the Administrative Agent, such properly completed and executed documentation
prescribed by applicable Laws or by the taxing authorities of any jurisdiction
and such other reasonably requested information as will permit such Borrower or
the Administrative Agent, as the case may be, to determine (A) whether or not
payments made hereunder or under any other Loan Document are subject to Taxes,
(B) if applicable, the required rate of withholding or deduction, and (C) such
Lender’s entitlement to any available exemption from, or reduction of,
applicable Taxes in respect of all payments to be made to such Lender by such
Borrower pursuant to this Agreement or otherwise to establish such Lender’s
status for withholding tax purposes in the applicable jurisdiction.




(ii)  Without
limiting the generality of the foregoing, if a Borrower is resident for tax
purposes in the United States,




(A)  any
Lender that is a “United States person” within the meaning of
Section 7701(a)(30) of the Code shall deliver on or before the date such
Lender becomes a party to this Agreement (or, in the case of a Participant, on
or before the date such Participant purchases the related participation) to such
Borrower and the Administrative Agent duly executed, properly completed
originals of Internal Revenue Service Form W-9 or such other documentation or
information prescribed by applicable Laws or reasonably requested by such
Borrower or the Administrative Agent as will enable such Borrower or the
Administrative Agent, as the case may be, to determine whether or not such
Lender is subject to backup withholding or information reporting requirements;
and




(B)  each
Foreign Lender that is entitled under the Code or any applicable treaty to an
exemption from or reduction of withholding tax with respect to payments
hereunder or under any other Loan Document







-103-








(I)  duly
executed, properly completed originals of Internal Revenue Service Form W-8BEN
or any successor thereto claiming eligibility for benefits of an income tax
treaty to which the United States is a party,




(II)  duly
executed, properly completed originals of Internal Revenue Service Form W-8ECI
or any successor thereto,




(III)  duly
executed, properly completed originals of Internal Revenue Service Form W-8IMY
or any successor thereto and all required supporting documentation,




(IV)  in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of such Borrower within
the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y) duly
executed, properly completed originals of  Internal Revenue Service
Form W-8BEN, or




(V)  duly
executed, properly completed originals of any other form prescribed by
applicable Laws as a basis for claiming exemption from or a reduction in United
States Federal withholding tax together with such supplementary documentation as
may be prescribed by applicable Laws to permit such Borrower or the
Administrative Agent to determine the withholding or deduction required to be
made.




(iii)  Each
Lender (except an assignee Lender pursuant to a CAM Exchange under Section 8.04 (in
which case any such Lender shall comply with this Section 3.01(e)(iii)
to the extent practicable)) shall promptly (A) notify the applicable
Borrower and the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (B) take
such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender,







-104-








(f)  Treatment of Certain
Refunds.  Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender
or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for
the account of such Lender or such L/C Issuer, as the case may be.  If
the Administrative Agent, any Lender or any L/C Issuer determines, in its
reasonable discretion, that it has received a refund of any Taxes or Other Taxes
as to which it has been indemnified by a Borrower with respect to which a
Borrower has paid additional amounts pursuant to this Section, it shall pay to
such Borrower an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, such Lender or
such L/C Issuer, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that such
Borrower, upon the request of the Administrative Agent, such Lender or such L/C
Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or such L/C Issuer if the Administrative
Agent, such Lender or such L/C Issuer is required to repay such refund to such
Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent, any Lender or any L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to any Borrower or any other Person.




SECTION
3.02.  Illegality.  If
any Lender determines in good faith that any Law has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful, for any Lender or
its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans or
BA Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate or BA Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the applicable Borrowers through the Administrative Agent, any
obligation of such Lender to make or continue Eurodollar Rate Loans or BA Rate
Loans or to convert Base Rate Loans or Canadian Base Rate Loans to Eurodollar
Rate Loans or Canadian Prime Rate Loans to BA Rate Loans shall be suspended
until such Lender notifies the Administrative Agent and the applicable Borrower
that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the applicable Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurodollar Rate Loans or BA Rate Loans of such
Lender to Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate
Loans, as applicable, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurodollar Rate Loans or BA
Rate Loans to such day, or immediately, if such Lender may not  lawfully
continue to maintain such Eurodollar Rate Loans or BA Rate
Loans.  Upon any such prepayment or conversion, the applicable
Borrower shall also pay accrued interest on the amount so prepaid or
converted.







-105-







SECTION
3.03.  Inability to Determine
Rates.  If the Required Lenders determine that for any reason
in connection with any request for a Eurodollar Rate Loan or a BA Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate or the BA Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate
Loan or BA Rate Loan, (c) the Reuters Screen CDOR Page is not available for the
timely determination of the BA Rate, and the BA Rate cannot otherwise be
determined in a timely manner in accordance with the definition of “BA Rate”, or
(d) the Eurodollar Rate or BA Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan or BA Rate Loan does not adequately
and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the applicable Borrowers and each
Lender.  Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans or BA Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice.  Upon receipt of such notice, the applicable Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or BA Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, in
the amount specified therein.




SECTION 3.04  Increased Costs; Reserves on
Eurodollar Rate Loans.  (a)  Increased Costs
Generally.  Except for Taxes, which are covered in Section 3.01, if any
Change in Law shall:




(i)  impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement contemplated by Section 3.04(e))
or any L/C Issuer; or




(ii)  impose on
any Lender or any L/C Issuer or the London interbank market any other condition,
cost or expense affecting this Agreement or Eurodollar Rate Loans or BA Rate
Loans made by such Lender or any Letter of Credit or participation
therein;




and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Rate Loan or BA Rate Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or such L/C Issuer of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender or such L/C Issuer hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender or such L/C Issuer, the
applicable Borrower will pay to such Lender or such L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or such L/C
Issuer, as the case may be, for such additional costs incurred or reduction
suffered.


-106-






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




(c)  Certificates for
Reimbursement.  A certificate of a Lender or an L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or such
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the applicable Borrower
shall be conclusive absent manifest error.  Each applicable Borrower
shall pay such Lender or such L/C Issuer, as the case may be, the amount shown
as due on any such certificate within 10 days after receipt
thereof.




(d)  Delay in
Requests.  Failure or delay on the part of any Lender or any
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s
right to demand such compensation, provided that a
Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
such L/C Issuer, as the case may be, notifies such Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or such
L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof); provided further that, a
Borrower shall not be required to compensate a Lender or an L/C Issuer for
increased costs or reductions suffered more than nine months after such Change
in Law, except that in the case of any such change having retroactive effect,
such period shall be extended until nine months after the Lender becomes aware
of such change.




(e)  Reserves on Eurodollar Rate
Loans.  Each applicable Borrower shall pay to each Appropriate
Lender, as long as such Lender shall be required to maintain  reserves
with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as “Eurocurrency
liabilities”),







-107-




provided






SECTION 3.05  Compensation for
Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the applicable Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:




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




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




(c)  any
assignment of a Eurodollar Rate Loan or BA Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by such
Borrower pursuant to Section 10.13;
or




(d)  the
occurrence of a CAM Exchange pursuant to Section
8.04;




but
excluding any loss of anticipated profits or and any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain such
Loan or from fees payable to terminate the deposits from which such funds were
obtained.  The Borrowers shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.




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




SECTION 3.06  Mitigation Obligations;
Replacement of Lenders.




(a)  Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04 , or a Borrower is required to pay any additional amount to
any Lender, any L/C Issuer or any Governmental Authority for the account of any
Lender or any L/C Issuer pursuant to Section 3.01,







-108-




Section 3.02 Section 3.01 3.04 Section 3.02






(b)  Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or
if a Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, such
Borrower may replace such Lender in accordance with Section
10.13.




SECTION
3.07.  Survival.  All
of the Borrowers’ obligations under this Article III shall survive termination
of the Aggregate Commitments, repayment of all other Obligations hereunder and
resignation of the Administrative Agent.














Conditions Precedent to
Credit Extensions




SECTION
4.01.  Conditions of Initial Credit
Extension.  The obligation of each L/C Issuer and each Lender
to make its initial Credit Extension hereunder is subject to satisfaction or
waiver of the following conditions precedent:




(a)  The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies or in “pdf” or similar format unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance reasonably satisfactory to the Administrative Agent and each of
the Lenders:




(i)  executed
counterparts of this Agreement in sufficient number for distribution to the
Administrative Agent, the Collateral Agent and each Borrower;




(ii)  a Note
executed by each applicable Borrower in favor of each Lender requesting a
Note;




(iii)  the
Intercreditor Agreement duly executed by the Collateral Agent, the Trustee and
the Loan Parties;







-109-





(iv)  the U.S.
Guaranty duly executed by Holdings, the Specified U.S. Borrower and each U.S.
Subsidiary Guarantor;




(v)  (1) the
U.S. Security Agreement duly executed by the Administrative Agent, the
Collateral Agent and each U.S. Loan Party and (2) the Canadian Security
Agreement duly executed by the Administrative Agent, the Collateral Agent and
each Canadian Loan Party, in each case together with:




(A)  written
evidence reasonably satisfactory to the Administrative Agent that certificates
representing the Pledged Equity referred to therein accompanied by undated stock
powers executed in blankand instruments
evidencing the Pledged Debt indorsed in blank have been delivered to the
Noteholder Collateral Agent (as defined therein), acting as gratuitous bailee of
the Collateral Agent,




(B)  proper
Financing Statements in form appropriate for filing under the UCC and/or PPSA of
all jurisdictions that the Administrative Agent may deem necessary or desirable
in order to perfect the Liens created under the Security Agreement, covering the
Collateral described in the Security Agreement,




(C)  completed
requests for information, dated on or before the date of the initial Credit
Extension, listingall effective financing
statements filed in the jurisdictions referred to in clause (B) above that
name any Loan Party as debtor, together with copies of such other financing
statements, and such information shall reveal no material judgments and no Liens
on the Collateral except Liens permitted under Section 7.01
hereunder or Liens discharged on or prior to the Closing Date pursuant to a
pay-off letter,




(D)  evidence
of the completion of all other actions, recordings and filings of or with
respect to the Security Agreement that the Collateral Agent may deem necessary
or desirable in order to perfect the Liens created thereby,




(E)  evidence
that all other action that the Collateral Agent may deem necessary or desirable
in order to perfect the Liens created under the Security Agreement has been
taken (including receipt of duly executed payoff letters, UCC-3 termination
statements and landlords’ and bailees’ waiver and consent agreements);
and




(F)  the
Perfection Certificate, along with completed Schedules thereto, duly executed by
Holdings, the Specified U.S. Borrower and the Canadian Borrower;




provided, that,
notwithstanding anything in this Section 4.01(a)(v) to
the contrary, solely with respect to any non-U.S. Collateral, if the perfection
of the Collateral Agent’s security interest in such Collateral may not be
accomplished prior to the Closing Date







-110-





without
undue burden or expense and without the taking of any action that goes beyond
commercial reasonableness, then the delivery of documents and instruments for
perfection of such security interests shall not constitute a condition precedent
to the availability of the Revolving Credit Facility to the U.S. Borrowers (but
shall continue to be conditions precedent to the availability of the Revolving
Credit Facility to the Canadian Borrower), and the Loan Parties hereby agree to
deliver or cause to be delivered such documents and instruments, and take or
cause to be taken such other actions as may be required to perfect such security
interests within 30 days after the Closing Date; provided further that in each
case, the Administrative Agent may, in its sole discretion, grant extensions of
such time period;




(vi)  deeds of
trust, trust deeds, deeds to secure debt, and mortgages, in substantially the
form of Exhibit H (with
such changes as may be reasonably satisfactory to the Administrative Agent and
its counsel to account for local law matters) and otherwise in form and
substance reasonably satisfactory to the Administrative Agent and covering the
properties listed on Schedule 4.01(a)(vi)
(together with the Assignments of Leases and Rents referred to therein and each
other mortgage delivered pursuant to Section 6.12, in each
case as amended, the “Mortgages”), duly
executed by the appropriate Loan Party, together with:




(A)  evidence
that counterparts of the Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent may deem necessary or desirable
in order to create a valid (junior only to the Liens securing the Senior Secured
Notes) and subsisting Lien on the property described therein in favor of the
Administrative Agent for the benefit of the Secured Parties and that all filing,
documentary, stamp, intangible and recording taxes and fees have been
paid,




(B)  fully
paid American Land Title Association Lender’s Extended Coverage title insurance
policies (the “Mortgage Policies”)
in form and substance, with endorsements (together with any of the following (i)
a zoning endorsement, (ii) a zoning compliance letter from the applicable
municipality or (iii) a zoning report from Planning and Zoning Resources
Corporation, in each case satisfactory to the Administrative Agent in its
reasonable discretion) and in amounts acceptable to the Administrative Agent in
its reasonable discretion (such amount not to exceed the value of the property
in cases where tie-in endorsements are available or, if not available, 10% of
the value of such property), issued, coinsured and reinsured by title insurers
reasonably acceptable to the Administrative Agent, insuring the Mortgages to be
valid and subsisting Liens on the property described therein, free and clear of
all defects (including, but not limited to, mechanics’ and materialmen’s Liens)
and encumbrances, excepting only Permitted Encumbrances and other Liens
permitted under the Loan Documents, and providing for such other affirmative
insurance (including endorsements for future advances under the Loan Documents,
for mechanics’ and materialmen’s Liens and for zoning of the applicable )property)
and such coinsurance and direct access reinsurance as the Administrative Agent
may reasonably deem necessary or desirable,





-111-







(C)  American
Land Title Association/American Congress on Surveying and Mapping form surveys,
for which all necessary fees (where applicable) have been paid, and dated (i) no
more than 30 days before the day of the initial Credit Extension, certified to
the Administrative Agent and the issuer of the Mortgage Policies in a manner
satisfactory to the Administrative Agent by a land surveyor duly registered and
licensed in the States in which the property described in such surveys is
located and acceptable to the Administrative Agent or (ii) an earlier date
together with an affidavit from the applicable Borrower and survey coverage and
survey endorsements from title insurers reasonably acceptable to the
Administrative Agent), showing all buildings and other improvements, any
off-site improvements, the location of any easements, parking spaces, rights of
way, building set-back lines and other dimensional regulations and the absence
of encroachments, either by such improvements or on to such property, and other
defects, other than Liens permitted under Section 7.03(h),
encroachments and other defects reasonably acceptable to the Administrative
Agent; provided
that notwithstanding anything in this clause (C) to the contrary, to the extent
that the Mortgage Policies for the properties listed on Schedule
4.01(a)(v)(i) hereto include no survey exception without the need to
comply with this clause (C), this clause (C) shall not apply with respect to
such property,




(D)  a
favorable opinion of local counsel to the Loan Parties in the states in which
the Properties are located, addressed to the Administrative Agent, the
Collateral Agent and each Lender, with respect to the enforceability and
perfection of the Mortgages and any related fixture filings, substantially in
the form of Exhibit
J-3 (with such changes as may be reasonably satisfactory to the
Administrative Agent and its counsel, including changes  to account
for local law matters), and with respect to such other matters concerning the
Loan Parties and the Loan Documents as the Required Lenders may reasonably
request,




(E)  evidence
of the insurance required by the terms of the Mortgages, and




(F)  such
other consents, agreements and confirmations of lessors and third parties as the
Collateral Agent may reasonably deem necessary or desirable and evidence that
all other actions that the Collateral Agent may reasonably deem necessary or
desirable in order to create valid and subsisting Liens on the property
described in the Mortgages has been taken;




provided, that,
notwithstanding anything in this Section 4.01(a)(vi)
to the contrary, no mortgages, title insurance policies, surveys or other
customary documentation relating to real property Collateral (the “Real Estate Collateral
Deliverables”), will be delivered prior to or on the Closing Date and the
delivery of such Real Estate Collateral Deliverable shall not constitute a
condition precedent to the availability of the Revolving Credit Facility,







-112-





and
the Loan Parties hereby agree to deliver such Real Estate Collateral Deliverable
(including related legal opinions as to matters of (i) enforceability and
perfection of the Mortgages and any related fixture filings, and (ii) corporate
formalities, as the Administrative Agent may reasonably request) within the
earlier of 120 days after the Closing Date and the time at which any such real
property Collateral secures, or Real Estate Collateral Deliverable is delivered
in respect of, the Senior Secured Notes; provided further that in each
case, the Administrative Agent may, in its sole discretion, grant extensions of
such time period;




(vii)  (1) an
intellectual property security agreement, in substantially the form of Exhibit B to the U.S.
Security Agreement (together with each other intellectual property security
agreement and intellectual property security agreement supplement delivered
pursuant to Section
6.12, in each case as amended, the “U.S. Intellectual Property
Security Agreement”) and (2) an intellectual property security agreement,
in substantially the form of Exhibit B to the Canadian Security Agreement
(together with each other intellectual property security agreement and
intellectual property security agreement supplement delivered pursuant to Section 6.12, in each
case as amended, the “Canadian Intellectual
Property Security Agreement”), duly executed by each U.S. Loan Party and
Canadian Loan Party, as applicable, together with evidence that all action that
the Collateral Agent may deem necessary or desirable in order to perfect the
Liens created under the U.S. Intellectual Property Security Agreement and the
Canadian Intellectual Property Security Agreement has been taken;




(viii)  such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Agents may
require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with
this Agreement and the other Loan Documents to which such Loan Party is a party
or is to be a party;




(ix)  such
documents and certifications as the Agents may reasonably require to evidence
that each Loan Party is duly organized or formed, and that each Loan Party is
validly existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect;




(x)  a
favorable opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel
to the Loan Parties, addressed to the Agents and each Lender, as to the matters
set forth in Exhibit
J-1 and such other matters concerning the Loan Parties and the Loan
Documents as the Administrative Agent may reasonably request;







-113-





(xi)  a
favorable opinion of Bennett Jones LLP, Canadian counsel to the Loan Parties,
addressed to the Agents and each Lender, as to the matters set forth in Exhibit J-2 and such
other matters concerning the Canadian Loan Parties and the Canadian Loan
Documents as the Administrative Agent may reasonably request;




(xii)  favorable
opinions of local counsel to the Loan Parties in the United States (other than
in such jurisdictions as are addressed in Schedule 6.20)
addressed to the Administrative Agent and each Lender, as to such matters
concerning the Loan Parties and the Loan Documents as the Administrative Agent
may reasonably request;




(xiii)  a
certificate signed by a Responsible Officer of each of the Specified U.S.
Borrower and the Canadian Borrower certifying (A) that the conditions specified
in Sections 4.02(a),
(b) and (d) have been
satisfied and (B) that there has been no event or circumstance since the date of
the Audited Financial Statements that has had or could be reasonably expected to
have, either individually or in the aggregate, a Material Adverse
Effect;




(xiv)  the
Administrative Agent shall have received certification as to the consolidated
financial condition and solvency of Holdings and its subsidiaries (after giving
effect to the Transaction and the incurrence of indebtedness related thereto),
from the chief financial officer of Holdings;




(xv)  evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect, together with endorsements naming the Collateral
Agent, on behalf of the Lenders, as an additional insured or loss payee, as the
case may be, under all insurance policies maintained with respect to the assets
and properties of the Loan Parties that constitutes Collateral (and the Required
Lenders shall be reasonably satisfied with the amount, types and terms and
conditions of all insurance maintained by the Loan Parties and their
subsidiaries); and




(xvi)  such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the Collateral Agent, the L/C Issuers, the Swing Line
Lenders or any Lender reasonably may require.




(b)  (i) All
fees (to the extent invoiced) required to be paid to the Agents (including the
fees and expenses of counsel (including any local counsel) for the Agents) and
the Bookrunner on or before the Closing Date shall have been paid and
(ii) all fees required to be paid to the Lenders on or before the Closing
Date shall have been paid.




(c)  Receipt
of all governmental, shareholder and third party consents and approvals
necessary in connection with the Transaction and the related financings and
other transactions contemplated hereby.




(d)  There
shall not have occurred since December 31, 2007 any event or condition that has
had or could be reasonably expected, either individually or in the aggregate, to
have a Material Adverse Effect; provided that neither
(i) the Company’s financial results for its fiscal quarter ending







-114-




provided further




(e)  The
absence of any action, suit, investigation or proceeding pending or, to the
knowledge of the Borrowers, threatened in any court or before any arbitrator or
governmental authority that could reasonably be expected to have a Material
Adverse Effect.




(f)  The
Administrative Agent shall have received a certificate from the chief financial
officer of Holdings setting forth computations in reasonable detail satisfactory
to the Administrative Agent demonstrating the incremental amount of Indebtedness
the Specified U.S. Borrower would be permitted to incur on the Closing Date
under the 2012 Senior Subordinated Notes Indenture.




(g)  The
Senior Secured Notes shall have been issued on the terms and conditions set
forth in the Senior Secured Notes Offering Memorandum delivered to the
Administrative Agent on June 2, 2008 and to the extent not set forth in such
offering memorandum, on terms and conditions reasonably satisfactory to the
Administrative Agent.




(h)  Excess
Availability on the Closing Date (after giving effect to the Transaction) shall
not be less than $25,000,000.




(i)  The
Lenders shall have received all documentation and other information required by
regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the PATRIOT
Act.




(j)  All
indebtedness and other amounts due or outstanding in respect of the Existing
Credit Agreement shall have been (or substantially simultaneously with the
Closing Date shall be) paid in full, all commitments in respect thereof
terminated and all guarantees thereof and security therefor discharged and
released.  After giving effect to the Transactions and the other
transactions contemplated hereby, Holdings and its subsidiaries shall have
outstanding no Indebtedness or preferred stock other than (a) the loans and
other extensions of credit under the Revolving Credit Facility, (b) the Senior
Secured Notes, (c) the 2012 Senior Subordinated Notes and (d) other
Indebtedness permitted hereunder or previously identified to the Bookrunner.




Without
limiting the generality of the provisions of the last paragraph of Section 9.03, for
purposes of determining compliance with the conditions specified in this Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented
to,







-115-





approved
or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or reasonably
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.




SECTION 4.02  Conditions to all Credit
Extensions.  The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type, or a continuation of Eurodollar Rate
Loans) is subject to the following conditions precedent:




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




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




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




(d)  (i) The
lesser of (A) the Total Borrowing Base and (B) the Revolving Credit Facility,
exceeds the Outstanding Amount of the Revolving Credit Loans, Swing Line Loans
and L/C Obligations at such time, after giving effect to such Credit Extension,
(ii) the lesser of (A) the U.S. Borrowing Base and (B) the U.S. Revolving Credit
Facility, exceeds the Outstanding Amount of the U.S. Revolving Credit Loans,
U.S. Swing Line Loans and U.S. L/C Obligations at such time, after giving effect
to such Credit Extension and (iii) the lesser of (A) the Canadian Borrowing Base
and (B) the Canadian Revolving Credit Facility, exceeds the Outstanding Amount
of the Canadian Revolving Credit Loans, Canadian Swing Line Loans and Canadian
L/C Obligations at such time, after giving effect to such Credit
Extension.




(e)  The
making of such Credit Extension shall not cause the Borrower to be in default
under the covenants (including the restrictions on liens and debt) contained in
any document evidencing Junior Financing and each document evidencing
Indebtedness incurred pursuant to Section 7.03(a),
(b), (c) or (e).




Each
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Loans to the other Type or a continuation of Eurodollar Rate
Loans) submitted by a Borrower shall be deemed to be a representation
and







-116-





warranty
that the conditions specified in Sections 4.02(a),
(b) and (d) have been
satisfied on and as of the date of the applicable Credit Extension.














Representations and
Warranties




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




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




SECTION
5.02.  Authorization; No
Contravention.  The execution, delivery and performance by each
Loan Party of each Loan Document to which such Person is a party are within such
Loan Party’s corporate or other powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person’s Organization Documents,
(b) conflict with or result in any breach or contravention of, or the
creation of any Lien under (other than as permitted by Section 7.01), or
require any payment  to be made under (i) any Contractual Obligation
to which such Person is a party or affecting such Person or the properties of
such Person or any of its Subsidiaries or (ii) any material order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such
Person or its property is subject; or (c) violate any Law; except with respect
to any conflict, breach or contravention or payment (but not creation of Liens)
referred to in clause (b)(i), to the extent that such conflict, breach,
contravention or payment could not reasonably be expected to have a Material
Adverse Effect.




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







-117-





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




SECTION
5.05.  Financial Statements; No
Material Adverse Effect.




(a)  The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein and (ii) fairly present in all material respects the
financial condition of Holdings and its consolidated Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein.  During the period from
December 31, 2007 to and including the Closing Date, there has been (i) no sale,
transfer or other disposition by Holdings or any of its consolidated
Subsidiaries of any material part of the business or property of Holdings and
its consolidated Subsidiaries, taken as a whole and (ii) no purchase or other
acquisition by any of them of any business or property (including any Equity
Interests of any other Person) material in relation to the consolidated
financial condition of Holdings and its consolidated Subsidiaries, taken as a
whole, in each case, which is not reflected in the foregoing financial
statements or in the notes thereto or has not otherwise been disclosed in
writing to the Lenders prior to the Closing Date.  From December 31,
2007 to the Closing Date, except as set forth on Schedule 5.05,
Holdings and its Subsidiaries have not incurred any material Indebtedness or
other liabilities, direct or contingent, that, in accordance with GAAP, would be
required to be disclosed in Holdings’ financial statements.




(b)  The
unaudited consolidated balance sheet of Holdings and its Subsidiaries dated
March 29, 2008, and the related consolidated statements of income or operations,
stockholder’s investment and cash flows for the fiscal quarter ended on that
date (i) were prepared in accordance with GAAP consistently applied through the
period covered thereby ,except as otherwise expressly noted therein, and (ii)
fairly present the financial condition of Holdings and its Subsidiaries as of
the date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments.




(c)  Since the
date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to result in a Material Adverse Effect.




(d)  The
consolidated forecasted balance sheets, statements of income and cash flows of
Holdings and its Subsidiaries delivered pursuant to Section 4.01 or
Section 6.01(d)
were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were reasonable in light of the conditions existing at the
time of delivery of such forecasts; it being understood that actual results may
vary from such forecasts and that such variations may be material.







-118-





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




SECTION
5.07.  No
Default.  None of Holdings, the Specified U.S. Borrower or any
Subsidiary is in default under or with respect to, or a party to, any
Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.




SECTION 5.08  Ownership of Property;
Liens.  (a)  Each Loan Party and each of its
Subsidiaries has good record and indefeasible title in fee simple to, or valid
leasehold interests in, all real property, free and clear of all Liens except
for minor defects in title that do not materially interfere with its ability to
conduct its business or to utilize such assets for their intended purposes and
Liens permitted by Section
7.01.




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




(c)  Set forth
on Schedule
5.08(c) is a complete and accurate list of all material leases of
domestic and Canadian real property located in the U.S. or Canada under which
any Loan Party or any of its Subsidiaries is the lessee as of the Closing Date,
showing as of the date hereof the street address, county or other relevant
jurisdiction (to the extent available), state, lessor and
lessee.  Each such lease is the legal, valid and binding obligation of
the lessee thereof, enforceable in accordance with its terms.




SECTION
5.09.  Environmental
Compliance.  Except as specifically disclosed on Schedule
5.09,




(a)  Each Loan
Party and each of its Subsidiaries, and each Subsidiary of their operations and
properties is, and for the past three years, has been, in compliance with all
applicable Environmental Laws except to the extent any non-compliance could not
reasonably be expected to result in a material liability.




(b)  Except as
could not reasonably be expected to result in a material liability, there are no
pending actions, claims, notices of violation or potential responsibility, or
proceedings alleging liability under or non-compliance with any Environmental
Law on the part of any Loan Party or any of its Subsidiaries.




(c)  Except as
could not reasonably be expected to have a Material Adverse Effect, (i) none of
the properties currently or, to the knowledge of any Loan Party formerly, owned
or operated by any Loan Party or any of its Subsidiaries is listed or to the
knowledge of any Loan Party proposed for listing on the NPL or on the CERCLIS or
any analogous foreign, state, provincial, territorial, municipal or local list;
(ii) there are no and never have been any underground or aboveground storage
tanks







-119-








(d)  None of
the properties of the Loan Parties contain any Hazardous Materials in amounts or
concentrations which (i) constitute a violation of or (ii) could give rise
to liability under, Environmental Laws, which violations and liabilities, in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect.




(e)  Neither
any Loan Party nor any of its Subsidiaries is undertaking, and has not
completed, either individually or together with other potentially responsible
parties, any investigation or assessment or response or other corrective action
relating to any actual or threatened Release of Hazardous Materials at, on,
under or from any location, either voluntarily or pursuant to the order of any
Governmental Authority or the requirements of any Environmental Law except for
any such investigations, assessments, responses or other actions that, in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.




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




SECTION
5.10.  Insurance.  The
properties of each Loan Party and its Subsidiaries are insured with financially
sound and reputable insurance companies, in such amounts (after giving effect to
any self-insurance reasonable and customary for similarly situated Persons
engaged in the same or similar businesses as Specified U.S. Borrower and its
Subsidiaries) with such deductibles and covering such risks as are customarily
carried by prudent companies engaged in similar businesses and owning similar
properties in localities where each Loan Party or the applicable Subsidiary
operates and as required by Sections 6.07 and
6.18.




SECTION
5.11.  Taxes.  Each
Loan Party and its Subsidiaries have filed all federal and material provincial
and material state, territorial, foreign and other material tax returns and
reports required to be filed, and have paid all federal and material provincial
and material state, territorial and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those (a) which are not
overdue by more than 45 days or (b) which are being contested in good faith
by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP.


-120-




SECTION
5.12.  ERISA
Compliance.  (a)  Except as could not reasonably be
expected to result in a material liability to the Borrowers, each Plan is in
compliance in all material respects with the applicable provisions of ERISA, the
Code and other applicable Federal or state Laws.  Except as could not
reasonably be expected to result in a material liability to the Borrowers, each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS, or has been established pursuant to
a prototype plan that has received a favorable opinion letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto and, to the knowledge of any Borrower, nothing has occurred
which would prevent, or cause the loss of, such qualification.  Except
as could not reasonably be expected to result in a material liability to the
Borrowers, each Loan Party and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any
Plan.




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




(c)  (i) No
ERISA Event has occurred within the prior 2 years or, to the knowledge of the
Borrowers, is reasonably expected to occur; (ii) no Pension Plan has an
“accumulated funding deficiency” (as defined in Section 412 of the Code),
whether or not waived, and no application for a waiver of the minimum funding
standard has been filed with respect to any Pension Plan; (iii) neither any Loan
Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; (v) neither any Loan
Party nor any ERISA Affiliate has engaged in a transaction that could be subject
to Sections 4069 or 4212(c) of ERISA; and (vi) the present value of all
accumulated benefit obligations of all underfunded Pension Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $40,000,000 the fair market value of the
assets of all such underfunded Pension Plans; except, with respect to each of
the foregoing clauses of this Section 5.12(c), as
could not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect.


-121-







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




SECTION
5.13.  Subsidiaries; Equity
Interests; Loan Parties.  As of the Closing Date, each Loan
Party has no Subsidiaries other than those specifically disclosed in Schedule 5.13, and
all of the outstanding Equity Interests in such Subsidiaries have been validly
issued, are fully paid and non-assessable and are owned free and clear of all
Liens except (i) those created under the Collateral Documents, (ii) Liens
securing the Senior Secured Notes and (iii) any nonconsensual Lien that is
permitted under Section 7.01.  As
of the Closing Date, no Loan Party has any equity investments in any other
corporation or entity other than those specifically disclosed in Schedule
5.13.




SECTION
5.14.  Margin Regulations;
Investment Company Act.  (a)  The Borrowers are not
engaged and will not engage, principally or as one of their important
activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock and no Credit Extension will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying any margin stock.  Holdings and the
Borrowers do not own any margin stock.




(b)  None of
Holdings, the Specified U.S. Borrower, any Person Controlling Holdings, the
Specified U.S. Borrower or any Subsidiary is or is required to be registered as
an “investment company” under the Investment Company Act of 1940.




SECTION 5.15  Disclosure.  No
report, financial statement, certificate or other information (including,
without limitation, the Information Memorandum) furnished (whether in writing or
orally) by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or any other Loan Document
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not materially misleading; provided that, with
respect to projected financial information, Holdings and the Specified U.S.
Borrower represent only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time of preparation; it being
understood that such projections may vary from actual results and that such
variances may be material.




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


-122-





SECTION
5.17  Intellectual Property;
Licenses, Etc.  Each Loan Party and its Subsidiaries own, or
possess the right to use, all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, “IP Rights”) that are
necessary for the operation of their respective businesses as currently
conducted, without, to the knowledge of the Borrowers, conflict with the rights
of any other Person, except to the extent such conflicts or failures to own or
possess such rights, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.  No claim or
litigation regarding any of the foregoing is pending or, to the knowledge of the
Borrowers, threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.




SECTION
5.18.  Solvency.  Each
Loan Party is, individually and together with its Subsidiaries on a consolidated
basis, Solvent.




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




SECTION 5.20  Perfection,
Etc.  All filings and other actions necessary or desirable to
perfect and protect the Liens in the Collateral created under the Collateral
Documents and to render such Liens opposable to third parties have been or will
be, during the periods required by the Loan Documents, duly made or taken and
are in full force and effect, and the Collateral Documents are effective to
create in favor of (i) the Collateral Agent for the benefit of the Secured
Parties and (ii) the Collateral Agent for the benefit of the Canadian
Secured Parties, a valid and, together with such filings and other actions,
perfected first priority Lien in the U.S. Collateral and the Canadian
Collateral, respectively, securing the payment of the Secured Obligations (in
the case of the U.S. Collateral) and the Canadian Obligations (in the case of
the Canadian Collateral), subject to Liens permitted by Section
7.01.  The Loan Parties are the legal and beneficial owners of
the Collateral free and clear of any Lien, except for the Liens created under
the Loan Documents and permitted by Section
7.01.




SECTION
5.21.  Senior Debt. The
Obligations constitute “Senior Debt” and “Designated Senior Debt” under and as
defined in the 2012 Senior Subordinated Notes Indenture.




SECTION 5.22  Tax Shelter
Regulations.  The Specified U.S. Borrower does not intend to
treat the Loans and/or Letters of Credit and related transactions as being a
“reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4).  In the event the Specified U.S. Borrower determines to
take any action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof.  If the Specified U.S. Borrower so
notifies  the
Administrative Agent,







-123-








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




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




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




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




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




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




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




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







-124-




Accounts.  Without
limiting the provisions of Section 5.15 or
the statements contained in any Borrowing Base Certificate, each Borrower hereby
represents and warrants that the statements in each Borrowing Base Certificate
are or will be when such Borrowing Base Certificate is delivered true and
correct in all material respects.  The Agents may rely, in determining
which Accounts are Eligible Accounts, on all statements and representations made
by the Borrowers with respect thereto.  Each Borrower warrants, with
respect to each Account at the time it is shown as an Eligible Account in a
Borrowing Base Certificate, that:




(a)  it is
genuine and in all respects what it purports to be, and is not evidenced by a
judgment;




(b)  it arises
out of a completed, bona fide sale and delivery of goods in the ordinary course
of business, and substantially in accordance with any purchase order, contract
or other document relating thereto;




(c)  it is for
a sum certain, maturing as stated in the invoice covering such sale, a copy of
which has been furnished or is available to the Administrative Agent on
request;




(d)  it is not
subject to any offset, Lien (other than the Collateral Agent’s Lien and the
Trustee’s Lien), deduction, defense, dispute, counterclaim or other adverse
condition except as arising in the ordinary course of business and disclosed to
the Administrative Agent; and it is absolutely owing by the Account Debtor,
without contingency in any respect;




(e)  no
purchase order, agreement, document or Applicable Law restricts assignment of
the Account to the Administrative Agent (regardless of whether, under the UCC or
the PPSA, the restriction is ineffective), and the applicable Borrower is the
sole payee or remittance party shown on the invoice;




(f)  no
extension, compromise, settlement, modification, credit, deduction or return has
been authorized with respect to the Account, except discounts or allowances
granted in the ordinary course of business for prompt payment that are reflected
on the face of the invoice related thereto and in the reports submitted to the
Administrative Agent hereunder; and




(g)  to the
best of each Borrower’s knowledge, (i) there are no facts or circumstances that
are reasonably likely to impair the enforceability or collectibility of such
Account; (ii) the Account Debtor had the capacity to contract when the Account
arose, continues to meet the applicable Borrower’s customary credit standards,
is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has
not failed, or suspended or ceased doing business; and (iii) there are no
proceedings or actions threatened or pending against any Account Debtor that
could reasonably be expected to have a material adverse effect on the Account
Debtor’s financial condition.







-125-




Canadian Pension
Plans.  Except as could not reasonably be expected to result in
a material liability to the Borrowers, the Canadian Pension Plans are duly
registered under the Income Tax Act (Canada) and all other applicable laws which
require registration and no event has occurred which is reasonably likely to
cause the loss of such registered status.  All material obligations of
each Loan Party (including fiduciary, funding, investment and administration
obligations) required to be performed in connection with the Canadian Pension
Plans and Canadian Benefit Plans and any funding agreements therefor have been
performed in a timely fashion, except where (i) the failure to do so could not
reasonably be expected to have a Material Adverse Effect and (ii) no Lien (other
than Liens permitted pursuant to Section 7.01) is
created thereby.  There have been no improper withdrawals or
applications of the assets of the Canadian Pension Plans or the Canadian Benefit
Plans by any Loan Party or its Affiliates except where such withdrawals or
applications could not reasonably be expected to have a Material Adverse
Effect.  There are no material outstanding disputes involving any Loan
Party or its Affiliates concerning the assets of the Canadian Pension Plans or
the Canadian Benefit Plans except where such disputes could not reasonably be
expected to have a Material Adverse Effect.  Except as could not
reasonably be expected to result in a material liability to the Borrowers, each
of the Canadian Pension Plans was fully funded on a solvency basis as of the
date of the most recent actuarial valuations filed with Government
Authorities.
















Affirmative
Covenants




So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder (other than any contingent indemnification obligation as to which no
claim has been asserted) shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, each of Holdings and the Specified U.S.
Borrower shall, and shall (except in the case of the covenants set forth in
Sections 6.01,
6.02 and 6.03) cause each
Subsidiary to:




SECTION
6.01.  Financial Statements;
Borrowing Base.  Deliver to the Administrative Agent for
further distribution to each Lender:




(a)  as soon
as available, but in any event within ninety (90) days after the end of each
fiscal year of Holdings (or, if earlier, the date on which Holdings’ Form 10-K
would be required to be filed with the SEC (after giving effect to any
extension)), a consolidated balance sheet of Holdings and its Subsidiaries as at
the end of such fiscal year, and the related consolidated statements of income
or operations, changes in stockholder’s investment, and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, audited and accompanied by a report and opinion of KPMG LLP or any other
independent certified public accountant of nationally recognized standing, which
report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of
such audit;







-126-







(b)  as soon
as available, but in any event within forty-five (45) days after the end of each
of the first three (3) fiscal quarters of each fiscal year of Holdings (or, if
earlier, the date on which Holdings’ 10-Q would be required to be filed with the
SEC (after giving effect to any extension)), a consolidated balance sheet of
Holdings and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, changes in
stockholders’ investment, and cash flows for such fiscal quarter and for the
portion of the fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by a Responsible Officer of Holdings as fairly
presenting in all material respects the financial condition, results of
operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries
in accordance with GAAP, subject only to normal year-end audit adjustments and
the absence of footnotes;




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




(d)  as soon
as available, but in any event within forty-five (45) days after the end of each
of the first 11 months of each fiscal year of Holdings, a monthly summary income
statement including revenue, gross profit and EBITDA (calculated in a manner
reasonably consistent with the definition of Consolidated EBITDA) of Holdings
and its Subsidiaries on a consolidated basis as of the end of such
month;




(e)  as soon
as available, but in any event no later than 60 days after the end of each
fiscal year, forecasts prepared by management of Holdings, of consolidated
balance sheets, income statements and cash flow statements of Holdings and its
Subsidiaries.  All forecasts delivered hereunder shall be prepared on
an annual basis for the fiscal year following such fiscal year then
ended);




(f)  (i) with
respect to the Initial Borrowing Base Certificate, on or before August 15, 2008
and (ii) thereafter, on or before the 15th Business Day after the end of each
fiscal month of Holdings (which monthly Borrowing Base Certificate shall be
furnished regardless of whether weekly Borrowing Base Certificates are required
to be furnished pursuant to the second succeeding sentence), the Borrower Agent
shall deliver to the Agents (and the Administrative Agent shall promptly deliver
same to the Lenders) a Borrowing Base Certificate in respect of each of the U.S.
Borrowing Base and the Canadian Borrowing Base, prepared as of the close of
business of the previous month.







-127-










SECTION 6.02  Certificates; Other
Information.  Deliver to the Administrative Agent for further
distribution to each Lender:




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




(b)  concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and
(b), (i) a duly
completed Compliance Certificate signed by a Responsible Officer of U.S.
Borrower   including, during each Covenant Trigger Event, in the
event of any change in generally accepted accounting principles used in the
preparation of such financial statements, if necessary for the determination of
compliance with Section 7.11, a
statement of reconciliation conforming such financial statements to GAAP and
(ii) a description of each event, condition or circumstance during the last
fiscal quarter covered by such Compliance Certificate requiring a mandatory
prepayment under Section
2.05(b);




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


-128-







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




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




(f)  promptly
after the assertion or occurrence thereof, notice of any occurrence, event or
action that could result in a material Environmental Liability on the part of
any Loan Party or any of its Subsidiaries or of any noncompliance by any Loan
Party or any of its Subsidiaries with any Environmental Law or Environmental
Permit;




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




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




(i)  promptly
following the Administrative Agent’s request therefor, all documentation and
other information that the Administrative Agent reasonably requests on its
behalf or on behalf of any Lender in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the PATRIOT Act; and




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







-129-





Each
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Bookrunner will make available to the Lenders and the L/C Issuers materials
and/or information provided by or on behalf of the Borrowers hereunder
(collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders (each, a “Public Lender”) may
have personnel who do not wish to receive material non-public information with
respect to the Borrowers or their Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’
securities.  Each Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may
be distributed to the Public Lenders and that (w) all such Borrower
Materials shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first
page thereof; (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be
deemed to have authorized the Administrative Agent, the Bookrunner, the L/C
Issuers and the Lenders to treat such Borrower Materials as not containing any
material non-public information (although it may be sensitive and proprietary)
with respect to the Borrowers or their securities for purposes of United States
Federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as
set forth in Section
10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Side
Information;” and (z) the Administrative Agent and the Bookrunner shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public
Side Information.”  Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by any Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.




SECTION
6.03.  Notices.  Promptly
after obtaining knowledge thereof notify the Administrative Agent for further
distribution to each Lender:




(a)  of the
occurrence of any Default or Event of Default; and




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







-130-







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




SECTION 6.04  Payment of
Obligations.  Pay, discharge or otherwise satisfy as the same
shall become due and payable, all its obligations and liabilities, including (a)
all material Tax liabilities, assessments and governmental charges or levies
upon it or its properties or assets, unless the same are being contested in good
faith by appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by the Borrowers or such Subsidiary;
(b) all material lawful claims which, if unpaid, would by law become a Lien upon
its property, unless such claims would not become a Lien on the Collateral and
the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
the Specified Borrowers or such Subsidiary; and (c) all Indebtedness in
excess of the Threshold Amount, as and when due and payable (after giving effect
to any applicable grace periods), but subject to any subordination provisions
contained in any instrument or agreement evidencing such
Indebtedness.




SECTION 6.05  Preservation of Existence,
Etc.  (a)  Preserve, renew and maintain in full force
and effect its legal existence under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or 7.05, (b) take all
reasonable action to maintain all rights, privileges (including its good
standing), permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except, other than with respect to Holdings’ and the
Specified U.S. Borrower’s existence, to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect, and (c) preserve
or renew all of its registered patents, trademarks and service marks, the
non-preservation of which individually could reasonably be expected to have a
Material Adverse Effect.




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




SECTION
6.07.  Maintenance of
Insurance.  Maintain (a) with financially sound and reputable
insurance companies, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts
(after giving effect to any self-insurance reasonable and customary for
similarly situated Persons engaged in the same or similar businesses as the
Specified U.S. Borrower and its Subsidiaries) as are customarily carried under
similar circumstances by such other Persons and (b) without limitation to the
foregoing, the insurance arrangements in respect of the Collateral required by
the Security Agreements.







-131-










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




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




SECTION
6.10.  Inspections;
Appraisals.  (a)  Permit the Agents from time to
time, subject (except when an Event of Default has occurred and is continuing)
to reasonable notice and normal business hours, to visit and inspect the
properties of any Borrower or Subsidiary, inspect, audit and make extracts from
Holdings’, any Borrower’s or Subsidiary’s books and records, and discuss with
its officers, employees, agents, advisors and independent accountants Holdings’
or such Borrower’s or Subsidiary’s business, financial condition, assets,
prospects and results of operations.  Lenders may participate in any
such visit or inspection, at their own expense.  Neither the Agents
nor any Lender shall have any duty to any Borrower to make any inspection, nor
to share any results of any inspection, appraisal or report with any
Borrower.  Borrowers acknowledge that all inspections, appraisals and
reports are prepared by the Agents and Lenders for their purposes, and Borrowers
shall not be entitled to rely upon them.




(b)  Reimburse
the Agents for all charges, costs and expenses of the Agents in connection with
(i) field examinations, verifications and evaluations of any Loan Party’s books
and records or any other financial or Collateral matters as the Agents deem
appropriate, up to twice per fiscal year; and (ii) appraisals of Inventory up to
twice per fiscal year (or, in each case with respect to clauses (i) and (ii)
three times per fiscal year if the third audit and/or appraisal occurs during a
period when Excess Availability is less than 25% of the Total Borrowing Base);
provided, however, that if a
field examination or appraisal is initiated while an Event of Default has
occurred and is continuing, all charges, costs and expenses therefor shall be
reimbursed by Borrowers without regard to such limits; provided further that the
limitations on the number of examinations and appraisals in a fiscal year shall
be without giving effect to examinations and appraisals in connection with the
Required Audit and Appraisal.  Subject to and without limiting the
foregoing, Borrowers specifically agree to pay any Agent’s then standard charges
for each day that an employee of such Agent or its branches or







-132-










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




SECTION 6.12  Covenant to Guarantee
Obligations and Give Security.




(a)  Upon
the formation or acquisition of any new direct or indirect Subsidiaries (other
than Excluded Subsidiaries) by any U.S. Loan Party or upon any Domestic
Subsidiary ceasing to meet the definition of an Excluded Subsidiary or upon the
acquisition of any Material Real Estate, or, subject to the terms of the
Intercreditor Agreement, upon the granting of any Lien to secure the Senior
Secured Notes (in which case if the assets covered thereby do not constitute ABL
Priority Collateral the provisions of this Section shall be deemed to refer to a
second-priority security interest junior to the Lien securing the Senior Secured
Notes on the terms set forth in the Intercreditor Agreement), the Borrower Agent
shall promptly notify the Administrative Agent thereof and if such property, in
the reasonable judgment of the Administrative Agent, shall not already be
subject to a perfected Lien in favor of the Administrative Agent, for the
benefit of the Secured Parties, then the applicable Loan Parties shall, in each
case at the applicable Borrower’s expense:




(i)  in
connection with the formation or acquisition of a Subsidiary or upon any
Domestic Subsidiary which was an Excluded Subsidiary ceasing for any reason to
meet the definition thereof, within thirty (30) days after such formation,
acquisition, or change of status or such longer period as the Administrative
Agent may agree in its sole discretion, (A) cause each such Subsidiary that
is not a Foreign Subsidiary (or a Subsidiary of a Foreign Subsidiary) to duly
execute and deliver to the Administrative Agent a guaranty or guaranty
supplement, in form and substance reasonably satisfactory to the Administrative
Agent, guaranteeing the other Loan Parties’ obligations under the Loan
Documents, and (B) subject to Section 6.12(c),
deliver all certificates representing the Pledged Equity of each such Subsidiary
owned by a U.S. Loan Party, accompanied by undated stock powers or other
appropriate instruments of transfer executed in blank, and all instruments
evidencing the Pledged Debt of each such Subsidiary owned by a U.S. Loan Party,
indorsed in blank to the Collateral Agent, together with, if requested by the
Agents, supplements to the U.S. Security Agreement with respect to the pledge of
any Equity Interests or Indebtedness; provided that only
65% of Equity Interests of any Foreign Subsidiary owned by a U.S. Loan Party
shall be required to be pledged as Collateral if such Foreign Subsidiary is a
“controlled foreign corporation” for U.S. federal income tax
purposes,




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







-133-





(iii)  within
thirty (30) days (or, in the case of IP Security Agreement Supplements, 45 days)
after such request, formation or acquisition or change of status, or such longer
period as the Administrative Agent may agree in its sole discretion, duly
execute and deliver, and cause each such Subsidiary that is not a Foreign
Subsidiary (or a Subsidiary of a Foreign Subsidiary) to duly execute and
deliver, to the Collateral Agent Mortgages encumbering Material Real Estate,
Security Agreement Supplements, IP Security Agreement Supplements and other
security agreements, as specified by and in form and substance reasonably
satisfactory to the Collateral Agent (consistent with the U.S. Security
Agreement, IP Security Agreement and Mortgages), securing payment of all the
Obligations and constituting Liens on all such properties,




(iv)  within
thirty (30) days (or, in the case of IP Security Agreement Supplements, 45 days)
after such request, formation, acquisition or change of status, or such longer
period as the Administrative Agent may agree in its sole discretion, take, and
cause such Subsidiary that is not a Foreign Subsidiary (or a Subsidiary of a
Foreign Subsidiary) to take, whatever action (including, without limitation, the
recording of Mortgages on Material Real Estate, the filing of UCC or PPSA
financing statements, the giving of notices and the endorsement of notices on
title documents and delivery of stock and membership interest certificates and
the delivery of fully-executed Deposit Account Control Agreements, Securities
Account Control Agreements and Commodity Account Control Agreements) may be
necessary or advisable in the reasonable opinion of the Administrative Agent to
vest in the Collateral Agent (or in any representative of the Collateral Agent
designated by it) valid and subsisting Liens on the properties purported to be
subject to the Mortgages on Material Real Estate, Security Agreement
Supplements, IP Security Agreement Supplements and security agreements delivered
pursuant to this Section 6.12,
enforceable against all third parties in accordance with their
terms,




(v)  within
thirty (30) days after the request of the Administrative Agent, or such longer
period as the Administrative Agent may agree in its sole discretion, deliver to
the Administrative Agent, signed copies of opinions, addressed to the Agents and
the other Secured Parties, of counsel for the Loan Parties reasonably acceptable
to the Administrative Agent as to such matters as the Administrative Agent may
reasonably request,




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




(b)  Upon the
formation or acquisition of any new direct or indirect Subsidiaries that are
Canadian Subsidiaries (other than Excluded Subsidiaries) by any Canadian Loan
Party or upon the acquisition of any Canadian Loan Party, the
Canadian







-134-





Borrower
shall promptly notify the Administrative Agent thereof and the Canadian Borrower
shall, subject to applicable laws, in each case, at the Canadian Borrower’s
expense:




(i)  in
connection with the formation or acquisition of a Subsidiary that is not an
Excluded Subsidiary, within thirty (30) days after such formation, acquisition
or change of status or such longer period as the Administrative Agent may agree
in its sole discretion, (A) cause each such Subsidiary (if it has not
already done so) to duly execute and deliver to the Administrative Agent a
guaranty or guaranty supplement, in form and substance reasonably satisfactory
to the Administrative Agent, guaranteeing the other Canadian Loan Parties’
obligations under the Loan Documents, and (B) subject to Section 6.12(c),
deliver all certificates representing the Pledged Interests of each such
Subsidiary owned by a Canadian Loan Party, accompanied by undated stock powers
or other appropriate instruments of transfer executed in blank, and all
instruments evidencing the Pledged Debt of each such Subsidiary owned by a
Canadian Loan Party, indorsed in blank to the Collateral Agent, together with,
if requested by the Collateral Agent, supplements to the Canadian Security
Agreement with respect to the pledge of any Equity Interests or
Indebtedness,




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




(iii)  within
thirty (30) days (or, in the case of IP Security Agreement Supplements, 45 days)
after such request, formation or acquisition or change of status, or such longer
period as the Administrative Agent may agree in its sole discretion, duly
execute and deliver (if it has not already done so), and cause each such
Subsidiary that is a Canadian Subsidiary to duly execute and deliver, to the
Collateral Agent Mortgages encumbering Material Real Estate, new Canadian
Security Agreements and/or Canadian Security Agreement Supplements, IP Security
Agreement Supplements and other security agreements charging a Lien in such
Subsidiaries’ assets, as specified by and in form and substance reasonably
satisfactory to the Collateral Agent (consistent with the Canadian Security
Agreement, IP Security Agreement and Mortgages), securing payment of all the
Canadian Obligations under the Loan Documents and constituting Liens on all such
properties,




(iv)  within
thirty (30) days (or, in the case of IP Security Agreement Supplements, 45 days)
after such request, formation, acquisition or change of status, or such longer
period as the Administrative Agent may agree in its sole discretion, take, and
cause such Subsidiary that is a Canadian Subsidiary or such parent to take (if
it has not already done so), whatever action (including, without limitation, the
recording of Mortgages on Material Real Estate, the filing of PPSA or UCC
financing statements and other similar filings in all applicable jurisdictions,
the giving of notices and the endorsement of notices on title documents and
delivery of stock and membership interest certificates and the delivery of
fully-executed Deposit Account Control Agreements,







-135-




Section 6.12




(v)  within
thirty (30) days after the request of the Administrative Agent, or such longer
period as the Administrative Agent may agree in its sole discretion, deliver to
the Administrative Agent signed copies of opinions, addressed to the Agents and
the other Canadian Secured Parties, of counsel for the Loan Parties reasonably
acceptable to the Administrative Agent as to such matters as the Administrative
Agent may reasonably request;




(c)  At any
time and from time to time, promptly execute and deliver any and all further
instruments and documents and take all such other action as the Agents in their
reasonable judgment may deem necessary or desirable in obtaining the full
benefits of, or (as applicable) in perfecting and preserving the Liens of, such
guaranties, Mortgages, Security Agreement Supplements, IP Security Agreement
Supplements and other security and pledge agreements.




(d)  Notwithstanding
the foregoing, (x) the Collateral Agent shall not perfect its Lien in any assets
(other than (1) ABL Priority Collateral and (2) Noteholder Priority Collateral
that secures the Senior Secured Notes) as to which the Agents and the Borrowers
agree that the cost of perfecting such Lien (including any mortgage, stamp,
intangibles or other tax) are excessive in relation to the benefit to the
Secured Parties of the security afforded thereby and (y) the Loan Parties shall
not be required to take any action to pledge any Equity Interests of a Foreign
Subsidiary unless such Foreign Subsidiary (i) is pledged to secure the Senior
Secured Notes or (ii) has either (A) gross revenues (on a consolidated
basis with its Subsidiaries) for the most recently ended period of four
consecutive fiscal quarters equal to or greater than 2.5% of the consolidated
gross revenues of Holdings and its Subsidiaries for such period or (B) total
assets (on a consolidated basis with its Subsidiaries) at the end of the most
recently completed fiscal quarter equal to or greater than 2.5% of consolidated
total assets of Holdings and its Subsidiaries as at such date (any such
Subsidiary, a “Material Foreign
Subsidiary”).




SECTION
6.13.  Compliance with
Environmental Laws.  (a)  Except, in each case, to
the extent that the failure to do so could not reasonably be expected to result
in a material liability, comply, and take all commercially reasonable steps to
cause all lessees and other Persons operating or occupying its properties to
comply with all applicable Environmental Laws and Environmental Permits; obtain
and renew all Environmental Permits necessary for its operations and properties;
and conduct any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to address
Hazardous







-136-





Materials
at, on, under or emanating from any of its properties, in accordance with the
requirements of all applicable Environmental Laws.




(b)  If a
Default caused by reason of a breach of Section 5.09 or Section 6.13(a)
shall have occurred and be continuing for more than 20 days without the
Borrowers and their Subsidiaries commencing activities reasonably appropriate to
cure such Default or contest, in good faith, the asserted basis for such Event
of Default, at the written request of the Administrative Agent, provide to the
Lenders within 45 days after such request, or within 90 days if soil and/or
ground water sampling is appropriate, at the expense of the Loan Party, an
environmental assessment report for any property owned or operated by any
Borrower or any of its Subsidiaries, including, where appropriate, any soil
and/or groundwater sampling, reasonably relating to any matters that are the
subject of such Default, prepared by an environmental consulting firm of the
Borrowers’ reasonable selection and, in form and substance, reasonably
acceptable to the Administrative Agent, indicating as relevant the presence or
absence of Hazardous Materials and the estimated cost to address any
non-compliance with or conduct any response or other corrective action with
respect to such Hazardous Material required under any Environmental
Law.




SECTION
6.14.  Further
Assurances.  Promptly upon request by the Administrative Agent,
or any Lender through the Administrative Agent, (i) correct any material defect
or error that may be discovered in the execution, acknowledgment, filing or
recordation of any Loan Document or other document or instrument relating to any
Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as the Administrative Agent, or
any Lender through the Administrative Agent, may reasonably require from time to
time in order to (A) carry out more effectively the purposes of the Loan
Documents, (B) perfect and maintain the validity, effectiveness and priority of
any of the Collateral Documents and any of the Liens intended to be created
thereunder or (C) assure, convey, grant, assign, transfer, preserve, protect and
confirm more effectively unto the Secured Parties the rights granted or now or
hereafter intended to be granted to the Secured Parties under any Loan Document,
and cause each of its Subsidiaries to do so.




SECTION
6.15.  Compliance with Terms of
Leaseholds.  Make all payments and otherwise perform all
obligations in respect of all leases of real property of the Loan Parties
material to the business of the Loan Parties, keep such leases in full force and
effect and not allow such leases to lapse or be terminated or any rights to
renew such leases to be forfeited or cancelled, notify the Administrative Agent
of any receipt of any notice of material default by any party with respect to
such leases and cooperate with the Administrative Agent in all respects to cure
any such material default, and cause each of its Subsidiaries to do so, except,
in any case, (a) where the failure to do so, either individually or in the
aggregate, could not be reasonably likely to have a Material Adverse Effect or
(b) for terminations, lapses and amendments in the ordinary course of
business.




SECTION
6.16.  Designation as Senior
Debt.  Designate all Obligations as “Designated Senior Debt” or
the equivalent designation under, and as defined in, all Junior Financing
Documentation.







-137-





SECTION
6.17.  Collateral
Administration.  (a)  Administration of
Accounts.  (i)  Records and Schedules of
Accounts.  Each Loan Party shall keep accurate and complete
records of its Accounts, including all payments and collections thereon, and
shall submit to the Administrative Agent sales, collection, reconciliation and
other reports in form reasonably satisfactory to the Administrative Agent, on
such periodic basis as the Administrative Agent may reasonably
request.  The Borrower Agent shall also provide to the Administrative
Agent, on or before the 15th Business Day of each month, a detailed aged trial
balance of all Loan Party Accounts as of the end of the preceding month,
specifying each Account’s Account Debtor name and address, amount, invoice date
and due date, showing any discount, allowance, credit, authorized return or
dispute, and including such proof of delivery, copies of invoices and invoice
registers, copies of related documents, repayment histories, status reports and
other information as the Administrative Agent may reasonably
request.  If Accounts in an aggregate face amount of $5,000,000 or
more cease to be Eligible Receivables, the Borrower Agent shall notify the
Administrative Agent of such occurrence promptly (and in any event within three
Business Days) after any Loan Party has knowledge thereof.




(ii)  Taxes.  If
an Account of any Loan Party includes a charge for any Taxes, the Administrative
Agent is authorized, in its discretion, to pay the amount thereof to the proper
taxing authority for the account of such Loan Party and to charge the Borrowers
therefor; provided, however, that neither
the Administrative Agent nor the Lenders shall be liable for any Taxes that may
be due from the Loan Parties or with respect to any Collateral.




(iii)  Account
Verification.  Whether or not a Default or Event of Default or
a Cash Dominion Event exists, the Agents shall have the right at any time, in
the name of such Agent, any designee of such Agent or any Loan Party, to verify
the validity, amount or any other matter relating to any Accounts of the Loan
Party by mail, telephone or otherwise.  The Loan Parties shall
cooperate fully with the Agents in an effort to facilitate and promptly conclude
any such verification process.




(iv)  Maintenance of
Accounts.  The Loan Parties shall maintain one or more Dominion
Accounts, each pursuant to a lockbox or other arrangement acceptable to the
Agents, with such banks as may be selected by applicable Loan Parties and be
reasonably acceptable to Agents.  The Loan Parties shall enter into
Deposit Account Control Agreements with each bank at which a Deposit Account
(other than an Excluded Account) is maintained by which such bank shall, upon
notice from the Collateral Agent of the occurrence and continuation of a Cash
Dominion Event or an Event of Default, immediately transfer to the U.S. Payment
Account all monies deposited to a Dominion Account constituting proceeds of U.S.
Collateral and to the Canadian Payment Account all monies deposited to a
Dominion Account constituting proceeds of Canadian Collateral.  All
funds deposited in each Dominion Account shall be subject to the Collateral
Agent’s Lien.  The Loan Parties shall obtain the agreement (in favor
of and in form and content reasonably satisfactory to the Administrative Agent)
by each bank at which a Dominion Account is maintained to waive any offset
rights against the funds deposited into such Dominion Account, except offset
rights in respect of charges incurred in the administration of such Dominion
Account.  None of the Agents nor the Lenders shall assume any
responsibility, absent gross negligence and wilfull misconduct, to any
Loan







-138-





Party for
such lockbox arrangement or, upon the occurrence and during the continuation of
a Cash Dominion Event or Event of Default, any Dominion Account, including any
claim of accord and satisfaction or release with respect to deposits accepted by
any bank thereunder.




(v)  Collection of Accounts;
Proceeds of Collateral.  All Payment Items received by any Loan
Party in respect of its Accounts, together with the proceeds of any other
Collateral, shall be held by such Loan Party as trustee of an express trust for
the Collateral Agent’s benefit; such Loan Party shall immediately deposit same
in kind in a Dominion Account for application to the applicable Obligations in
accordance with the terms of this Agreement and the applicable Security
Agreement.  The Collateral Agent retains the right at all times that a
Default or an Event of Default exists to notify Account Debtors of any Loan
Party that Accounts have been assigned to the Collateral Agent and to collect
Accounts directly in its own name and to charge to the Borrowers the collection
costs and expenses incurred by the Collateral Agent or Lenders, including
reasonable attorneys’ fees.  Upon the occurrence and during the
continuation of a Cash Dominion Event or an Event of Default, all monies
properly deposited in the U.S. Payment Account shall be deemed to be voluntary
prepayments of U.S. Obligations and applied to reduce outstanding Obligations
and all monies properly deposited in the Canadian Payment Account shall be
deemed to be voluntary prepayments of Canadian Obligations and applied to reduce
outstanding Canadian Obligations.




(vi)  Asset Sales Proceeds
Accounts.  None of Holdings, the Specified U.S. Borrower or any
of its Subsidiaries shall deposit any funds or credit any amounts into any
“Asset Sales Proceeds Account” (as defined in the Intercreditor Agreement),
other than proceeds of Noteholder Priority Collateral.




(b)  Administration of
Inventory.  (i)  Records and Reports of
Inventory.  Each Loan Party shall keep accurate and complete
records of its Inventory, including costs and withdrawals and additions, and
shall submit to the Agents inventory and reconciliation reports in form
reasonably satisfactory to the Agents, on such periodic basis as the Agents may
request.  Each Loan Party shall conduct a physical inventory at least
once per calendar year (and on a more frequent basis if requested by the Agents
when an Event of Default exists) and/or periodic cycle counts consistent with
historical practices, and shall provide to the Agents a report based on each
such inventory and count promptly upon completion thereof, together with such
supporting information as the Agents may request.  The Agents may
participate in and observe each physical count.




(ii)  Returns of
Inventory.  No Loan Party shall return any Inventory to a
supplier, vendor or other Person, whether for cash, credit or otherwise, unless
(a) such return is in the ordinary course of business; (b) no Default, Event of
Default or Overadvance exists or would result therefrom; and (c) the Agents
are promptly notified if the aggregate value of all Inventory returned in any
month exceeds $3,500,000.




(iii)  Acquisition, Sale and
Maintenance.  The Loan Parties shall use, store and maintain
all Inventory with reasonable care and caution, in accordance with applicable
standards of any insurance and in conformity with all Applicable Law,
and







-139-





shall
make current rent payments (within applicable grace periods provided for in
leases) at all locations where any Collateral is located.




SECTION
6.18.  Maintenance of Cash
Management System.  (a)  The applicable schedule to
the Perfection Certificate sets forth all Deposit Accounts maintained by the
Loan Parties, including all Dominion Accounts.  On or prior to the
date that is 60 days after the Closing Date, or such later date as may be agreed
by the Agents in their sole discretion, each Loan Party shall take all actions
necessary to establish the Collateral Agent’s control of and Lien on each such
Deposit Account (other than an Excluded Account).  Each Loan Party
shall be the sole account holder of each Deposit Account (other than an Excluded
Account) and shall not allow any other Person (other than the Administrative
Agent) to have control over or a Lien on a Deposit Account (other than an
Excluded Account) or any property deposited therein.




(b)  Within
sixty (60) days after the Closing Date, or such later date as may be agreed to
by the Agents in their sole discretion, the Loan Parties shall have delivered to
the Collateral Agent Deposit Account Control Agreements, Securities Account
Control Agreements and Commodities Account Control Agreements for all of the
Deposit Accounts, Securities Accounts and Commodities Accounts, respectively, of
the Loan Parties (other than Excluded Accounts), duly executed by each
applicable Loan Party and the applicable depositary bank or securities
intermediary.




(c)  Upon the
occurrence and during the continuation of a Cash Dominion Event, the Loan
Parties shall cause any and all funds and financial assets held in or credited
to each deposit account and each securities account to be swept into the Payment
Account on a daily basis (or at other frequencies as agreed by the Collateral
Agent).




SECTION
6.19.  Collateral
Audit.  The Loan Parties shall cause the Required Audit and
Appraisal to be completed within 45 days after the Closing Date or such later
date as may be agreed by the Agents in their sole discretion.  In
connection with the Required Audit and Appraisal, Holdings and the Specified
U.S. Borrower shall cooperate in a manner reasonably satisfactory to the Agents,
including by providing access to its assets and the assets of its
Subsidiaries.




SECTION
6.20.  Post-Closing
Matters.  The Loan Parties shall have taken, or shall have
caused to be taken, each action set forth on Schedule 6.20 within
the time period set forth on Schedule 6.20 for
such action; provided that, the Administrative Agent shall be permitted to grant
extensions of the time periods set forth thereon in its sole
discretion.














Negative
Covenants




So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder (other than any contingent indemnification obligation as to which no
claim has been asserted) shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, Holdings and each Borrower shall not, nor shall
they permit any of their Subsidiaries to, directly or indirectly:







-140-




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




(a)  Liens
pursuant to any Loan Document;




(b)  Liens
securing the Senior Secured Notes, subject to the terms of the Intercreditor
Agreement;




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




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




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




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




(g)  deposits
to secure the performance of bids, trade contracts, governmental contracts and
leases (other than Indebtedness for borrowed money), statutory obligations,
surety, stay, customs and appeal bonds, performance bonds







-141-










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




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




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




(k)  leases,
licenses, subleases or sublicenses in respect of real property granted to others
in the ordinary course of business and not interfering in any material respect
with the business of Holdings, the Specified U.S. Borrower or any of its
Subsidiaries;




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




(m)  Liens
that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of
Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the
Specified U.S. Borrower or any Subsidiary to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of Holdings, the
Specified U.S. Borrower or any Subsidiary or (iii) relating to purchase orders
and other agreements entered into with customers of Holdings, the Specified U.S.
Borrower or any Subsidiary in the ordinary course of business;




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







-142-





the case
may be, would have been permitted on the date of the creation of such
Lien;




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




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




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




(r)  Liens not
extending to any ABL Priority Collateral or Canadian Collateral arising from
precautionary UCC or PPSA financing statement (or the foreign equivalent
thereof) filings regarding operating leases entered into by a U.S. Borrower or
any of its Subsidiaries as lessees in the ordinary course of
business;




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




(t)  Liens not
extending to any ABL Priority Collateral or Canadian Collateral arising out of
conditional sale, title retention, consignment or similar arrangements for sale
of goods entered into by the Specified U.S. Borrower or any of its Subsidiaries
in the ordinary course of business permitted by this Agreement;




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




(v)  Permitted
Encumbrances;




(w)  other
Liens securing Indebtedness and other obligations outstanding in an aggregate
principal amount not to exceed $10,000,000 (none of which shall be secured by
Liens on the ABL Priority Collateral or the Canadian Collateral);
and







-143-





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




SECTION
7.02.  Investments.  Make
or hold any Investments, except:




(a)  Investments
held by Holdings, the Specified U.S. Borrower or any Subsidiary in Cash
Equivalents;




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




(c)  Investments
(i) by the Specified U.S. Borrower or any of its Subsidiaries in any U.S. Loan
Party, (ii) by any Canadian Loan Party (x) in any other Canadian Loan Party and
(y) in any Foreign Subsidiary that is a Subsidiary but not a Loan Party in an
amount not to exceed $2,500,000 at any time outstanding, (iii) by any Subsidiary
that is not a Loan Party in any other such Subsidiary, (iv) by the
Specified U.S. Borrower or any Subsidiary that is a Loan Party in any Subsidiary
that is not a U.S. Loan Party in an aggregate amount not to exceed $2,500,000 at
any time outstanding and (v) by the Specified U.S. Borrower or any Subsidiary in
any Foreign Subsidiary consisting of (A) the contribution of Equity Interests of
any other Foreign Subsidiary held directly by the Specified U.S. Borrower or
such Subsidiary in exchange for Indebtedness, Equity Interests or a combination
thereof of the Foreign Subsidiary to which such contribution is made, provided that if such
Equity Interests are of a Canadian Loan Party, such contribution is to a
Canadian Loan Party; or (B) the exchange of Equity Interests in any Foreign
Subsidiary for Indebtedness of such Foreign Subsidiary;




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




(e)  [Reserved].




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




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




(h)  after the
Borrowing Base Condition has been satisfied, the purchase or other acquisition
of all or substantially all of the property and assets or business of, any
Person or of assets constituting a business unit, a line of business or division
of such Person, or all of the Equity Interests in a Person that, upon the
consummation thereof, will be owned directly by the Specified U.S. Borrower
or







-144-




provided Section 7.02(h) Permitted
Acquisition






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




(B)  the board
of directors of such acquired Person or its selling equity holders in existence
at the time such purchase or acquisition is commenced shall have approved such
purchase or other acquisition;




(C)  immediately
before and immediately after giving effect to any such purchase or other
acquisition, (1) no Default shall have occurred and be continuing, (2) Excess
Availability shall exceed 25% of the Aggregate Commitments (or, in the case of a
Tuck-in Acquisition, 15% of the Aggregate Commitments) and (3) unless such
acquisition is a Tuck-in Acquisition, the Specified U.S. Borrower shall be in
pro forma compliance with the covenant set forth in Section 7.11 (whether
or not such covenant is otherwise applicable under this Agreement at such
time);




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




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




Notwithstanding anything to the
contrary herein, unless the Agents shall otherwise agree in their sole
discretion, no Inventory or Accounts acquired in a Permitted Acquisition shall
be included in the Borrowing Base until the Agents have completed a field audit
and inventory appraisal in scope and with results satisfactory to them and until
the Agents shall have received duly executed Deposit Account Control Agreements,
Securities Account Control Agreements and Commodity Account Control Agreements
with respect to the bank accounts, securities accounts and commodities accounts
of the acquired businesses.




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







-145-





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




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




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




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




(n)  other
Investments so long as immediately before and immediately after giving effect to
any such Investment, (i) no Event of Default has occurred and is
continuing, (ii) Excess Availability shall exceed 25% of the Aggregate
Commitments  and (iii) the Specified U.S. Borrower shall be in pro
forma compliance with the covenant set forth in Section 7.11 (whether
or not such covenant is otherwise applicable under this Agreement at such time)
and shall have delivered to the Administrative Agent a pro forma Compliance
Certificate demonstrating such compliance; and




(o)  other
Investments in an aggregate amount not to exceed $5,000,000 during the term of
this Agreement.




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




(a)  in the
case of the Specified U.S. Borrower and the U.S. Subsidiary Guarantors, the 2012
Senior Subordinated Notes;




(b)  in the
case of the Specified U.S. Borrower and the U.S. Subsidiary Guarantors, the
Senior Secured Notes in an aggregate principal amount not to exceed $700,000,000
and any Permitted Refinancings thereof;




(c)  in the
case of the Loan Parties, Permitted Subordinated Indebtedness in an aggregate
principal amount not to exceed $50,000,000 at any time outstanding; provided that the
Loan Parties may incur additional Permitted Subordinated Indebtedness as long as
immediately after giving effect thereto, (i) no Event of Default has occurred
and is continuing, (ii) Excess Availability shall be more than 25% of the
Aggregate Commitments and (iii) the Specified U.S. Borrower shall







-146-




Section 7.11






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




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




(f)  Guarantees
of the Specified U.S. Borrower and its Subsidiaries in respect of Indebtedness
of the Specified U.S. Borrower or such Subsidiary otherwise permitted under this
Section
7.03(f); provided that (i) if
such Guarantee is a Guarantee of Indebtedness of a U.S. Loan Party by any
Subsidiary, such Subsidiary is a U.S. Loan Party or such Subsidiary shall have
also provided a Guarantee of the Obligations substantially on the terms set
forth in the U.S. Guaranty, (ii) if such Guarantee is a Guarantee of
Indebtedness of a Canadian Loan Party by any Subsidiary, such Subsidiary is a
Loan Party or such Subsidiary shall have also provided a Guarantee of the
Canadian Obligations substantially on the terms set forth in the Canadian
Guarantee, (iii) if such Guarantee is of Indebtedness of a Subsidiary that is
not a U.S. Loan Party, such Guarantee shall be deemed to be an Investment under
Section 7.02
and (iv) if such Indebtedness is subordinated to the Obligations, such Guarantee
shall be also be subordinated to the Obligations on terms no less favorable to
the Lenders;




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




(h)  Attributable
Indebtedness and purchase money obligations (including obligations in respect of
mortgage, industrial revenue bond, industrial







-147-




Section 7.01(i) provided however






(i)  Indebtedness
of Foreign Subsidiaries (other than Canadian Subsidiaries) in an aggregate
principal amount at any time outstanding for all such Persons taken together not
exceeding $2,500,000;




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




(k)  unsecured
Indebtedness consisting of promissory notes issued by any Loan Party to current
or former officers, directors and employees, their respective estates, spouses
or former spouses to finance the purchase or redemption of Equity Interests of
Holdings or Ply Gem Prime Holdings, Inc. permitted by Section
7.06;




(l)  unsecured
Indebtedness incurred by the Specified U.S. Borrower or its Subsidiaries in a
Permitted Acquisition or Disposition under agreements providing for customary
adjustments of the purchase price;




(m)  Cash
Management Obligations and other Indebtedness in respect of endorsements for
collection or deposit, netting services, overdraft protections and similar
arrangements in each case in connection with deposit accounts provided that such
Indebtedness is extinguished within ten Business Days after its
incurrence;




(n)  unsecured
Indebtedness of the Specified U.S. Borrower and its Subsidiaries in an aggregate
principal amount not to exceed $50,000,000 at any time outstanding;




(o)  Indebtedness
consisting of (A) the financing of insurance premiums, (B) take-or-pay
obligations contained in supply arrangements and (C) customary indemnification
obligations, in each case, incurred in the ordinary course of business and not
in connection with debt for money borrowed;




(p  Indebtedness
incurred by the Specified U.S. Borrower or any of its Subsidiaries constituting
reimbursement obligations with respect to letters of credit issued in the
ordinary course of business in respect of workers compensation claims, health,
disability or other employee benefits or property, casualty or liability
insurance or self-insurance or other Indebtedness with respect to
reimbursement-type obligations regarding workers compensation claims in the
ordinary course of business; provided that upon
the drawing of such letters of credit or the incurrence of such Indebtedness,
such obligations are reimbursed within 30 days following such drawing or
incurrence;







-148-





(q)  obligations
in respect of performance and surety bonds and performance and completion
guarantees provided by the Specified U.S. Borrower or any of its Subsidiaries or
obligations in respect of letters of credit related thereto, in each case in the
ordinary course of business consistent with past practice and not in connection
with debt for money borrowed; and




(r)  (A)
Indebtedness of the Specified U.S. Borrower or a Subsidiary assumed in
connection with any Permitted Acquisition (and not created in contemplation
thereof) not to exceed $15,000,000 in the aggregate outstanding at any time
(which shall not be secured by any ABL Priority Collateral or Canadian
Collateral or any other property besides a single asset or group of related
assets specifically identified in the documentation for such Indebtedness)
(“Permitted Acquired
Debt”) and (B) Indebtedness of the Specified U.S. Borrower owed to the
seller of any property acquired in a Permitted Acquisition on an unsecured
subordinated basis (on terms no less favorable to the Lenders than the terms of
the 2012 Senior Subordinated Notes) not to exceed $20,000,000 in the aggregate
outstanding at any time (“Permitted Seller
Notes”).




SECTION 7.04  Fundamental
Changes.  Merge, dissolve, liquidate, amalgamate, consolidate
with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default exists or would result therefrom:




(a)  any
Subsidiary may merge with (i) the Specified U.S. Borrower (including a merger,
the purpose of which is to reorganize the Specified U.S. Borrower into a new
jurisdiction which is a State of the United States of America), provided that the
Specified U.S. Borrower shall be the continuing or surviving Person or the
surviving Person shall expressly assume the obligations of the Specified U.S.
Borrower pursuant to documents reasonably acceptable to the Administrative
Agent, or (ii) any one or more other Subsidiaries, provided that when
any U.S. Subsidiary Guarantor is merging with another Subsidiary (which is not a
U.S. Subsidiary Guarantor), the U.S. Subsidiary Guarantor shall be the
continuing or surviving Person;




(b)  any
Canadian Subsidiary may merge or amalgamate with (i) the Canadian Borrower
(including a merger or amalgamation, the purpose of which is to reorganize the
Canadian Borrower into a new jurisdiction which is a province or territory of
Canada), provided that the
Canadian Borrower shall be the continuing or surviving Person or the surviving
Person shall expressly assume the obligations of the Canadian Borrower pursuant
to documents reasonably acceptable to the Administrative Agent, or (ii) any one
or more other Subsidiaries, provided that when
any Canadian Subsidiary Guarantor is merging or amalgamating with another
Subsidiary, a Guarantor shall be the continuing or surviving
Person;




(c)  (i) any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
dissolution, liquidation or otherwise) to the Specified U.S.







-149-





Borrower
or to another Subsidiary; provided that if the
transferor in such a transaction is a Guarantor, then the transferee must be a
Loan Party and if the transferee is not the Specified U.S. Borrower or a U.S.
Subsidiary Guarantor, such transfer must be in the ordinary course of business
consistent with past practice, and (ii) any Subsidiary that is not a U.S.
Subsidiary Guarantor may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Canadian Borrower or another
Subsidiary; provided that if the
transferor in such transaction is a Canadian Loan Party, then the transferee
must be a Loan Party;




(d)  any
Subsidiary may merge or amalgamate with or Dispose of all or substantially all
of its assets to any other Person in order to effect an Investment permitted
pursuant to Section
7.02; provided that if the
continuing or surviving Person shall be a Subsidiary, such Subsidiary and each
of its Subsidiaries shall have complied with the applicable requirements of
Section 6.12;
and




(e  a merger,
amalgamation, dissolution, liquidation, consolidation or Disposition, the
purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other
than clause (e) thereof).




SECTION
7.05.  Dispositions.  Make
any Disposition or enter into any agreement to make any Disposition,
except:




(a)  Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business and Dispositions of property no longer used in
the conduct of the business of the Specified U.S. Borrower and its
Subsidiaries;




(b)  Dispositions
of Inventory in the ordinary course of business;




(c)  Dispositions
of property to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property or (ii) the proceeds of such
Disposition are promptly applied to the purchase price of such replacement
property;




(d)  Dispositions
of property by any Subsidiary to the Specified U.S. Borrower or to a Subsidiary;
provided that
(A) if the transferor of such property is a U.S. Loan Party either (i) the
transferee is a U.S. Loan Party or (ii) to the extent such transaction
constitutes an Investment, such transaction is permitted under Section 7.02 and (B)
if the transferor of such property is a Canadian Loan Party either (i) the
transferee is a Loan Party or (ii) to the extent such transaction constitutes an
Investment, such transaction is permitted under Section
7.02;




(e)  Dispositions
permitted by Sections
7.04 and 7.06 (solely with
respect to reissuances of Equity Interests of treasury stock of the Specified
U.S. Borrower);







-150-





(f)  Dispositions
by the Specified U.S. Borrower and its Subsidiaries of property pursuant to
sale-leaseback transactions; provided that (i) the
fair market value of all property so Disposed of shall not exceed $15,000,000
from and after the Closing Date and (ii) the purchase price for such property
shall be paid to the Specified U.S. Borrower or such Subsidiary for not less
than 75% cash consideration;




(g)  Dispositions
of Cash Equivalents;




(h)  Dispositions
of (i) defaulted Accounts of financially-troubled debtors in connection with the
collection or compromise thereof and (ii) with 10 days’ prior notice to the
Administrative Agent, other Accounts as to which the applicable Loan Party has
reasonable concerns as to credit quality;




(i)  licensing
or sublicensing of IP Rights in the ordinary course of business;




(j)  leases,
subleases, licenses or sublicenses of property in the ordinary course of
business and which do not materially interfere with the business of the
Specified U.S. Borrower and its Subsidiaries;




(k)  Dispositions
by the Specified U.S. Borrower and its Subsidiaries not otherwise permitted
under this Section
7.05; provided that (i) at
the time of such Disposition, no Event of Default shall exist or would result
from such Disposition, (ii) the aggregate fair market value of all property
Disposed of in reliance on this clause (k) shall not
exceed $30,000,000 since the Closing Date (excluding any property Disposed of in
a Disposition or series of related Dispositions involving property with an
aggregate fair market value of less than $1,500,000), and (iii) the purchase
price for such property shall be paid to the Specified U.S. Borrower or such
Subsidiary for not less than 75% cash consideration; and




(l)  Dispositions
of assets set forth on Schedule
7.05;




provided, however, that any
Disposition of any property pursuant to this Section 7.05
(except pursuant to Sections
7.05(d)(A)(i), (d)(B)(i), (e), (h) and (j)), shall be for no
less than the fair market value of such property at the time of such
Disposition.  To the extent any Collateral is Disposed of as expressly
permitted by this Section 7.05 (other
than to a Loan Party), such Collateral shall be sold free and clear of the Liens
created by the Loan Documents, and the Collateral Agent shall be authorized to
take any actions deemed appropriate in order to effect the
foregoing.




SECTION 7.06  Restricted
Payments.  Declare or make, directly or indirectly, any
Restricted Payment, except:




(a)  each
Subsidiary may make Restricted Payments to the Specified U.S. Borrower and to
Subsidiaries (and, in the case of a Payment by a non-wholly-owned Subsidiary, to
the Specified U.S. Borrower and any Subsidiary and to each







-151-





other
owner of Equity Interests of such Subsidiary based on their relative ownership
interests);




(b)  Holdings,
the Specified U.S. Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the Equity Interests (other
than Disqualified Equity Interests) of such Person;




(c)  to the
extent constituting Restricted Payments, the Specified U.S. Borrower and its
Subsidiaries may enter into transactions expressly permitted by Section 7.04, 7.08, or 7.14;




(d)  the
Specified U.S. Borrower and any Subsidiary of the Specified U.S. Borrower may
make Restricted Payments to Holdings:




(i)  the
proceeds of which will be used to pay the tax liability for the relevant
jurisdiction in respect of consolidated, combined, unitary or affiliated returns
for the relevant jurisdiction of Holdings attributable to the Specified U.S.
Borrower and its Subsidiaries determined as if the U.S. Specified Borrower and
its Subsidiaries filed separately;




(ii)  the
proceeds of which shall be used by Holdings to pay its (or to make a Restricted
Payment to any direct or indirect parent company of the Specified U.S. Borrower
to enable it to pay) operating expenses incurred in the ordinary course of
business and other corporate overhead costs and expenses (including, without
limitation, administrative, legal, accounting and similar expenses provided by
third parties), which are reasonable and customary and incurred in the ordinary
course of business, in an aggregate amount not to exceed $2,000,000 in any
fiscal year plus any reasonable and customary indemnification claims made by
directors or officers of Holdings or any direct or indirect parent company of
the Specified U.S. Borrower attributable to the ownership or operations of the
Specified U.S. Borrower and its Subsidiaries;




(iii)  the
proceeds of which shall be used by Holdings to pay (or to make a Restricted
Payment to any direct or indirect parent company of the Specified U.S. Borrower
to enable it to pay to enable it to pay) its franchise taxes;




(iv)  the
proceeds of which will be used to repurchase the Equity Interests of Holdings
from, or to make a Restricted Payment to any direct or indirect parent company
of the Specified U.S. Borrower to enable it to repurchase its Equity Interests
from, directors, employees or members of management of Holdings or any direct or
indirect parent company of the Specified U.S. Borrower, the Specified U.S.
Borrower or any Subsidiary (or their estate, family members, spouse and/or
former spouse), in an aggregate amount not in excess of $5,000,000 in any
calendar year plus the
proceeds of any key-man life insurance maintained by Holdings, the Specified
U.S. Borrower or any of its Subsidiaries; provided that the
Specified U.S. Borrower may carry-over and make in any subsequent
calendar







-152-





year or
years, in addition to the amount for such calendar year, the amount not utilized
in the prior calendar year or years up to a maximum of $15,000,000;
or




(v)  the
proceeds of which shall be used by Holdings or any direct or indirect parent
company of the Specified U.S. Borrower to pay fees and expenses (other than to
Affiliates) certified to the Administrative Agent by an Officer of the Specified
U.S. Borrower and related to any unsuccessful equity or debt
offering.




(e)  in
addition to the foregoing Restricted Payments, after the Borrowing Base
Condition has been satisfied, the Specified U.S. Borrower may make additional
Restricted Payments to Holdings the proceeds of which may be utilized by
Holdings to make additional Restricted Payments so long as before and after
giving effect thereto (i) no Event of Default has occurred and is continuing,
(ii) Excess Availability shall be more than 25% of the Aggregate Commitments and
(iii) the Specified U.S. Borrower shall be in pro forma compliance with the
covenant set forth in Section 7.11 (whether
or not such covenant is otherwise applicable under this Agreement at such time)
and shall have delivered to the Administrative Agent a pro forma Compliance
Certificate demonstrating such compliance; provided, that if the
proceeds of such Restricted Payment are to be and are promptly applied to make a
payment of the type described in Section 7.14, the
Restricted Payment to Holdings under this clause (e) to allow
it to make those payments shall be subject only to the criteria for the
applicable type of payment set forth in Section
7.14;




(f)  repurchases
of Equity Interests of the Specified U.S. Borrower deemed to occur upon the
non-cash exercise of stock options and warrants; and




(g)  so long
as no Default shall have occurred and be continuing or would result therefrom,
the Specified U.S. Borrower may make Restricted Payments with the net cash
proceeds from any Permitted Equity Issuance received since the Closing Date, to
the extent such proceeds were received within 90 days prior to the date of such
Restricted Payment and held in segregated account pending application pursuant
to this clause
(g).




SECTION
7.07.  Change in Nature of
Business.  (a)  In respect of Holdings, engage in any
business activities or have any assets or liabilities other than its ownership
of the Equity Interests of the Specified U.S. Borrower and liabilities
incidental thereto, including its liabilities as a Guarantor pursuant to the
U.S. Guaranty, the Senior Secured Notes Documents and the 2012 Senior
Subordinated Notes Indenture and any other Permitted Indebtedness.




(b)  In
respect of the Specified U.S. Borrower and its Subsidiaries, engage in any
material line of business substantially different from those lines of business
conducted by the Specified U.S. Borrower and its Subsidiaries on the date hereof
or any business reasonably related or ancillary thereto.







-153-




Transactions with
Affiliates.  Enter into any transaction of any kind with any
Affiliate of the Specified U.S. Borrower, whether or not in the ordinary course
of business, other than (a) transactions (i) between or among Loan Parties, (ii)
between or among Subsidiaries that are not Loan Parties and (iii) between
or among the Loan Parties, the Subsidiaries and/or any joint venture in which
any of them owns an interest, in each case, in the ordinary course of business,
(b) on fair and reasonable terms substantially as favorable to the applicable
Borrower or such Subsidiary as would be obtainable by the applicable Borrower or
such Subsidiary at the time in a comparable arm’s-length transaction with a
Person other than an Affiliate, (c) the payment of fees, expenses and other
payments made in connection with the consummation of the Transactions, (d) so
long as no Covenant Trigger Event shall have occurred and be continuing, the
payment of fees to the Sponsor pursuant to the Advisory Agreement, (e) equity
issuances by the Specified U.S. Borrower permitted under Section 7.06, (f)
loans and other transactions by the Specified U.S. Borrower and its Subsidiaries
to the extent permitted under Section 7.06 or
clauses (b), (c), (e) and (m) of Section 7.02, (g)
customary fees may be paid to any directors of the Specified U.S. Borrower and
reimbursement of reasonable out-of-pocket costs of the directors of the
Specified U.S. Borrower, (h) the Specified U.S. Borrower and its Subsidiaries
may enter into employment and severance arrangements with officers and employees
in the ordinary course of business, (i) the payment of customary fees and
reasonable out-of-pocket cost to, and indemnities provided on behalf of,
directors, officers, employees and consultants of the Specified U.S. Borrower
and the Subsidiaries in the ordinary course of business to the extent
attributable to the ownership or operation of the Specified U.S. Borrower and
its Subsidiaries, as determined in good faith by the board of directors of the
Specified U.S. Borrower or senior management thereof, (j) transactions
pursuant to permitted agreements in existence on the Closing Date and set forth
on Schedule
7.08 or any amendment thereto to the extent such an amendment is not
adverse to the Lenders in any material respect, (k) dividends, redemptions and
repurchases permitted under Section 7.06,
and (l) payments by the Specified U.S. Borrower and any Subsidiaries to the
Sponsor made for any customary financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities,
including in connection with acquisitions or divestitures, which payments are
(A) pursuant to the Advisory Agreement as in effect on the Closing Date and
(B) approved by the majority of the members of the board of directors or a
majority of the disinterested members of the board of directors of the Specified
U.S. Borrower, in each case in good faith.




Burdensome
Agreements.  Enter into or permit to exist any Contractual
Obligation (other than this Agreement or any other Loan Document) that limits
the ability (a) of any Subsidiary of the Specified U.S. Borrower to make
Restricted Payments to the Specified U.S. Borrower or any Guarantor or to
otherwise transfer property to or invest in any Borrower or any Guarantor,
except for any agreement in effect (i) (x) on the date hereof and (y) to the
extent Contractual Obligations permitted by clause (x) are set forth in an
agreement evidencing Indebtedness, are set forth in any agreement evidencing any
permitted renewal, extension or refinancing of such Indebtedness so long as such
renewal, extension or refinancing does not expand the scope of such Contractual
Obligation, (ii) at the time any Person becomes a Subsidiary, so long as such
agreement was not entered into solely in contemplation of such Person becoming a
Subsidiary, (iii) representing Indebtedness of a Subsidiary which is not
a





-154-




Section 7.03 Section 7.05 Section 7.0 Section 7.01 provided however Section 7.02 Section 7.01 Section 7.03




SECTION
7.10.  Use of
Proceeds.  Use the proceeds of any Credit Extension, whether
directly or indirectly, to purchase or carry margin stock (within the meaning of
Regulation U of the FRB) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund Indebtedness originally
incurred for such purpose.




SECTION
7.11.  Consolidated Fixed Charge
Coverage Ratio.  At any time when a Covenant Trigger Event
shall have occurred and be continuing, permit the Consolidated Fixed Charge
Coverage Ratio as of the end of the most recently completed Measurement Period
of Holdings for which financial statements have been delivered by Holdings
pursuant to Section
6.01 and for each Measurement Period thereafter until such Covenant
Trigger Event shall cease to be continuing, to be less than
1.1:1.0.




SECTION 7.12  Amendments of Material
Documents.  Amend (a) any of its Organization Documents,
(b) the Advisory Agreement, (c) the 2012 Senior Subordinated Notes
Indenture or any other agreement relating to Junior Financing or (d) the Senior
Secured Notes Documents, in each case in a manner materially adverse to the
Agents or the Lenders.




SECTION
7.13.  Accounting
Changes.  Make any change in the periods covered by Holdings’
fiscal year.




SECTION
7.14.  Prepayments, Etc. of
Indebtedness.  (a)  Prepay, redeem, purchase, defease
or otherwise satisfy prior to the scheduled maturity thereof in any manner any
of the Senior Secured Notes, the 2012 Senior Subordinated Notes, Permitted
Seller Notes and any Permitted Subordinated Indebtedness (collectively, “Junior Financing”) or
make any payment in violation of any subordination terms of any Junior Financing
Documentation, except so long as no Default shall have occurred and is
continuing or would result therefrom (i) the prepayment, redemption,
purchase or defeasance of any such Junior Financing with the







-155-




Section 7.14 Section 7.11 provided




SECTION 7.15  Equity Interests of the
Specified U.S. Borrower and Subsidiaries.  (a)  (i)
Permit the Specified U.S. Borrower or any of its Subsidiaries to own directly or
indirectly less than 100% of the Equity Interests of any of the Domestic
Subsidiaries and Canadian Subsidiaries except as a result of or in connection
with a dissolution, merger, consolidation or Disposition of a Subsidiary
permitted by Section
7.04 or 7.05 or an Investment
in any Person permitted under Section 7.02;
or




(b)  Permit
the Specified U.S. Borrower or any of its Subsidiaries to own directly or
indirectly less than 80% of the Equity Interests of any of the Foreign
Subsidiaries (other than Canadian Subsidiaries) which are Subsidiaries except
(A) to qualify directors where required by applicable Law or to satisfy other
requirements of applicable Law with respect to the ownership of Equity Interests
of Foreign Subsidiaries or (B) as a result of or in connection with a
dissolution, merger, amalgamation, consolidation or disposition of a Subsidiary
permitted by Section
7.04 and 7.05 or an Investment
in any Person permitted under Section 7.02;
or




(c)  Create,
incur, assume or suffer to exist any Lien on any Equity Interests of any
Borrower (other than Liens pursuant to the Loan Documents and non-consensual
Liens arising solely by operation of law and customary restrictions in joint
venture agreements).




SECTION
7.16.  Designation of Senior
Debt.  Designate any other Indebtedness (other than the Senior
Secured Notes) of the Specified U.S. Borrower or any of its Subsidiaries as
“Designated Senior Debt” (or any comparable term) under, and as defined in, the
2012 Senior Subordinated Notes Indenture or any other applicable Junior
Financing Documentation.














Events of Default and
Remedies




SECTION
8.01.  Events of
Default.  The occurrence of the following shall constitute an
Event of Default:







-156-





(a)  Non-Payment.  Any
Borrower or any other Loan Party fails to (i) pay when and as required to be
paid herein, any amount of principal of any Loan or any L/C Obligation or
deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay
within three Business Days after the same becomes due, any interest on any Loan
or on any L/C Obligation, or any fee due hereunder, or (iii) pay within seven
days after the same becomes due, any other amount payable hereunder or under any
other Loan Document; or




(b)  Specific
Covenants.  (i)  Any Loan Party fails to perform or
observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05 (but only with
respect to Holdings’, the Specified U.S. Borrower’s or the Canadian Borrower’s
existence), 6.11, 6.17(a)(iv), (v) or(vi), 6.19, 6.20 or Article VII (after
notice), (ii) any of the Guarantors fails to perform or observe any term,
covenant or agreement contained in Sections 1.05and
1.06 of the
respective Mortgages to which it is a party (after notice); or




(c)  Other
Defaults.  (i) Any Loan Party fails to perform or observe any
term, covenant or agreement contained in Section 6.01(e) and
6.10 on its
part to be performed or observed and such failure continues for two Business
Days; (ii) any Loan Party fails to perform or observe any term, covenant or
agreement contained in any of Sections 6.01(a),
(b), (c) or (d),  6.17 (other than
Sections
6.17(a)(iv), (v), (vi) or (b)(ii)) on its part
to be performed or observed and such failure continues for five Business Days;
(iii) any Loan Party fails to perform or observe any term, covenant or agreement
contained in Section
6.07 on its part to be performed or observed and such failure continues
for 10 Business Days; or (iv) any Loan Party fails to perform or observe any
other covenant or agreement (not specified in Section 8.01(a)
or (b), (c)(i), (c)(ii) or (c)(iii) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after notice thereof by the Administrative Agent
to the Specified U.S. Borrower; or




(d)  Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Borrower or any
other Loan Party herein, in any other Loan Document or any amendments or
modification thereof or waiver thereunder, or in any report, Borrowing Base
Certificate or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect when made or deemed
made; or




(e)  Cross-Default.  (i)
Any Loan Party or any Subsidiary thereof (A) fails to make any payment (after
giving effect to any applicable grace periods) when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of
any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or







-157-








(f)  Insolvency Proceedings,
Etc.  Any Loan Party or any Subsidiary thereof institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, interim receiver, monitor, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, interim receiver, monitor,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or




(g)  Inability to Pay Debts;
Attachment.  (i) Any Loan Party or any Subsidiary thereof
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
45 days after its issue or levy; or




(h)  Judgments.  There
is entered against any Loan Party or any Subsidiary thereof (i) one or more
final judgments or orders for the payment of money in an aggregate amount (as to
all such judgments and orders) exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer is rated at
least “A” by A.M. Best Company, has been notified of the potential claim and
does not dispute coverage), or (ii) any one or more non-monetary final judgments
that have, or could reasonably be expected to have,







-158-









(i)  ERISA.  (i)
An ERISA Event occurs with respect to a Pension Plan, Multiemployer Plan or, to
the extent applicable, a Canadian Pension Plan, which has resulted or could
reasonably be expected to result in liability of the Borrowers under
Title IV of ERISA to the Pension Plan, Multiemployer Plan, Canadian Pension
Plan or the PBGC or other applicable Governmental Authority that could
reasonably be expected to result in a Material Adverse Effect, (ii) any Borrower
or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan that could
reasonably be expected to result in a Material Adverse Effect or (iii) any
Canadian Loan Party fails to make a required contribution in respect of a
Canadian Pension Plan and such failure gives rise to a Lien that is not
permitted under Section 7.01;
or




(j)  Invalidity of Loan
Documents.  Any material provision of any Loan Document, at any
time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party or any
Affiliate thereof contests in any manner the validity or enforceability of any
provision of any Loan Document; or any Loan Party denies that it has any or
further liability or obligation under any provision of any Loan Document, or
purports to revoke, terminate or rescind any provision of any Loan Document;
or




(k)  Change of
Control.  There occurs any Change of Control; or




(l)  Collateral
Documents.  Any Collateral Document after delivery thereof
pursuant to Section 4.01 or
6.12 or the
terms of the Loan Documents shall for any reason (other than pursuant to the
terms thereof) cease to create a valid and perfected first priority Lien
(subject to Liens permitted by Section 7.01 and the
Intercreditor Agreement) on the Collateral purported to be covered thereby;
or




(m)  Subordination.  (i)  The
subordination provisions of the 2012 Senior Subordinated Notes Indenture or the
documents evidencing or governing any other subordinated Indebtedness (the
“Subordination
Provisions”) shall, in whole or in part, terminate, cease to be effective
or cease to be legally valid, binding and enforceable against any holder of the
applicable subordinated Indebtedness; or (ii) any Borrower or any other
Loan Party shall, directly or indirectly, disavow or contest in any manner (A)
the effectiveness, validity or enforceability of any of the Subordination
Provisions, (B) that the Subordination Provisions exist for the benefit of the
Administrative Agent, the Lenders and the L/C Issuers or (C) that all payments
of principal of or premium and interest on the applicable







-159-








SECTION
8.02.  Remedies upon Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:




(a)  declare
the commitment of each Lender to make Loans and any obligation of the L/C
Issuers to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;




(b)  declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by each Borrower; and




(c)  require
that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof).




If any
Event of Default occurs and is continuing, the Collateral Agent may, and at the
request of the Required Lenders shall, exercise on behalf of itself, the
Administrative Agent, the Lenders and the L/C Issuers all rights and remedies
available to it, the Administrative Agent, the Lenders and the L/C Issuers under
the Loan Documents;




provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Specified U.S. Borrower or the Canadian Borrower under any Debtor Relief
Laws, the obligation of each Lender to make Loans and any obligation of the L/C
Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid
principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable, and the obligation of the
Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of any Agent or
any Lender.




SECTION
8.03.  Application of
Funds.  After the occurrence and during the continuance of an
Event of Default, at the election of the Administrative Agent or the Required
Lenders (or after the Loans have become immediately due and payable and the L/C
Obligations have been required to be Cash Collateralized as set forth in the
proviso to Section
8.02), any amounts received on account of the Obligations shall be
applied, subject to the Intercreditor Agreement, by the Administrative Agent in
the following order:




(a)  With
respect to amounts received from or on account of any U.S. Loan Party, or in
respect of any U.S. Collateral,




First, to payment of
that of all costs and expenses incurred by the Administrative Agent and the
Collateral Agent (in their respective







-160-





capacities
as such hereunder or under any other U.S. Loan Document) in connection with the
collection, sale, foreclosure or realization upon any U.S. Collateral or
otherwise in connection with this Agreement, any other U.S. Loan Document or any
of the U.S. Obligations, including all court costs and the fees and expenses of
its agents and legal counsel, the repayment of all advances made by the
Administrative Agent and/or the Collateral Agent hereunder or under any other
U.S. Loan Document on behalf of Holdings or any U.S. Subsidiary Guarantor and
any other costs of expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other U.S. Loan Document;




Second, to payment in
full of U.S. Unfunded Advances/Participations (the amounts so applied to be
distributed between or among the Administrative Agent, the U.S. Swing Line
Lender and the U.S. L/C Issuer pro rata in accordance with the amounts of U.S.
Unfunded Advances/Participations owed to them on the date of such
distribution);




Third, to payment in
full of all other U.S. Obligations (the amounts so applied to be distributed
among the U.S. Secured Parties pro rata in accordance with the amounts of the
U.S. Obligations owed to them on the date of any such
distribution);




Fourth, to the
Canadian Obligations in the order set forth in Section 8.03(b);
and




Fifth, as provided
for under the Intercreditor Agreement; and




Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrowers or as otherwise required by Law.




(b)  With
respect to amounts received from or on account of any Canadian Loan Party or in
respect of any Canadian Collateral, or, after all of the U.S. Obligations set
forth in clauses first through third above have been
indefeasibly paid in full in accordance with Section 8.03(a), from
or on account of any U.S. Loan Party, or in respect of any U.S.
Collateral,




First, to payment of
that of all costs and expenses incurred by the Administrative Agent and the
Collateral Agent (in their respective capacities as such hereunder or under any
other Canadian Loan Document) in connection with the collection, sale,
foreclosure or realization upon any Canadian Collateral or otherwise in
connection with this Agreement, any other Canadian Loan Document or any of the
Canadian Obligations, including all court costs and the fees and expenses of its
agents and legal counsel, the repayment of all advances made by the
Administrative Agent and/or the Collateral Agent hereunder or under any other
Canadian Loan Document on behalf of any Guarantor and any other







-161-





costs of
expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Canadian Loan Document;




Second, to payment in
full of Canadian Unfunded Advances/Participations (the amounts so applied to be
distributed between or among the Administrative Agent, the Canadian Swing Line
Lender and the Canadian L/C Issuer pro rata in accordance with the amounts of
Canadian Unfunded Advances/Participations owed to them on the date of such
distribution);




Third, to payment in
full of all other Canadian Obligations (the amounts so applied to be distributed
among the Canadian Secured Parties pro rata in accordance with the amounts of
the Canadian Obligations owed to them on the date of any such
distribution);




Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrowers or as otherwise required by Law.




Subject
to Section
2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to Section 8.03(a)
above, and Section 8.03(b)
above, shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.




Notwithstanding
the foregoing, Obligations arising under Secured Cash Management Agreements and
Secured Hedge Agreements shall be excluded from the application described above
if the Administrative Agent has not received written notice thereof, together
with such supporting documentation as the Administrative Agent may reasonably
request, from the applicable Cash Management Bank or Hedge Bank, as the case may
be.  Each Cash Management Bank or Hedge Bank not a party to this
Agreement that has given the notice contemplated by the preceding sentence
shall, by such notice, be deemed to have acknowledged and accepted the
appointment of the Administrative Agent and the Collateral Agent pursuant to the
terms of Article
IX hereof for itself and its Affiliates as if a “Lender” party
hereto.




SECTION
8.04.  Collection Allocation
Mechanism.  (a)  On the CAM Exchange Date, (i) each
U.S. Revolving Credit Lender shall immediately be deemed to have acquired (and
shall promptly make payment therefor to the Administrative Agent in accordance
with Section
2.04(A)(c)(ii)) participations in the U.S. Swing Line Loans in an amount
equal to such U.S. Revolving Lender’s Applicable Percentage of each U.S. Swing
Line Loan outstanding on such date, (ii) each U.S. Revolving Credit Lender shall
immediately be deemed to have acquired (and shall promptly make payment therefor
to the Administrative Agent in accordance with Section 2.03)
participations in the Outstanding Amount of U.S. L/C Obligations with respect to
each U.S. Letter of Credit in an amount equal to such U.S. Revolving Credit
Lender’s Applicable Percentage of the aggregate amount available to be drawn
under such U.S. Letter of Credit, (iii) each Canadian Revolving Credit Lender
shall







-162-




Section
2.04(B)(c)(ii) Section 2.03 Section 10.04 provided however




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







-163-









The
Agents




SECTION
9.01.  Appointment and
Authority.  (a)  Each of the Lenders (including in
its capacities as a potential Hedge Bank and a potential Cash Management Bank)
and each L/C Issuer hereby irrevocably appoints the Administrative Agent and the
Collateral Agent to act on its behalf as its agents hereunder and under the
other Loan Documents and authorizes the Agents to take such actions on its
behalf and to exercise such powers as are delegated to the Agents by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.  Except for Section 9.06, the
provisions of this Article are solely for the benefit of the Agents, the Lenders
and the L/C Issuers, and neither the Borrowers nor any other Loan Parties shall
have rights as a third party beneficiary of any of such provisions.




(b)  For the
purposes of creating a solidarité active in accordance with Article 1541 of the
Civil Code of Quebec between each Secured Party, taken individually, on the one
hand, and the Agents, on the other hand, each Loan Party and each such Secured
Party acknowledges and agrees with the Administrative Agent that such Secured
Party and the Agents are hereby conferred the legal status of solidary creditors
of each such Loan Party in respect of all Obligations owed by each such Loan
Party to the Agents and such Secured Party hereunder and under the other Loan
Documents (collectively, the “Solidary Claim”) and
that, accordingly, but subject (for the avoidance of doubt) to Articles 1542 and
1543 of the Civil Code of Québec, each such Loan Party is irrevocably bound
towards the Agents and each Secured Party in respect of the entire Solidary
Claim of the Agents and such Secured Party.  As a result of the
foregoing, the parties hereto acknowledge that the Agents and each Secured Party
shall at all times have a valid and effective right of action for the entire
Solidary Claim of the Agents and such Secured Party and the right to give full
acquittance for it.  Accordingly, and without limiting the generality
of the foregoing, each Agent, as solidary creditor with each Secured Party,
shall at all times have a valid and effective right of action in respect of the
Solidary Claim and the right to give a full acquittance for same.  By
its execution of the Loan Documents to which it is a party, each such Loan Party
and Secured Party not a party hereto shall also be deemed to have accepted the
stipulations hereinabove provided.  The parties further agree and
acknowledge that such Liens (hypothecs) under the Collateral Documents and the
other Loan Documents shall be granted to the Collateral Agent, for its own
benefit and for the benefit of the Secured Parties, as solidary creditor as
hereinabove set forth.




SECTION
9.02.  Rights as a
Lender.  Each Person serving as an Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not an Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as an Agent hereunder in its
individual capacity.  Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with any
Borrower or any Subsidiary







-164-








SECTION
9.03.  Exculpatory
Provisions.  The Agents shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the generality of the foregoing, neither
Agent:




(a)  shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;




(b)  shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that such Agent is required to exercise as directed
in writing by the Required Lenders, Required U.S. Lenders or Required Canadian
Lenders (or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that such
Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose such Agent to liability or that is contrary
to any Loan Document or applicable law; and




(c)  shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as an Agent or any of its
Affiliates in any capacity.




Neither
Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and
8.02) or (ii)
in the absence of its own gross negligence or willful
misconduct.  Neither Agent shall be deemed to not have written
knowledge of any Default unless and until notice describing such Default is
given to such Agent by a Borrower, a Lender or an L/C Issuer.




Neither
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value
or the sufficiency of any Collateral, or (v) the satisfaction of any condition
set forth in Article
IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Agents.







-165-




Reliance by Administrative
Agent.  The Agents shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person.  The Agents also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the
Administrative Agent may presume that such condition is reasonably satisfactory
to such Lender or such L/C Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or such L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit.  Each
Agent may consult with legal counsel (who may be counsel for the Borrowers),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.




Delegation of
Duties.  (a)  Each Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more individual(s) or institution(s) as
separate trustee(s), co-trustee(s), collateral agent(s), collateral sub-agent(s)
or collateral co-agent(s) (any such additional individual or institution being
referred to herein as a “Supplemental Collateral
Agent”) appointed by such Agent.  Each Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties.  The
exculpatory provisions of this Article shall apply to any such sub-agent and to
the Related Parties of the Agents and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agents.




(b)  In the
event that the Collateral 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 the Collateral 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 the Collateral Agent
or such Supplemental Collateral Agent, and (ii) the provisions of this Article
and of Section
10.04 that refer to the Collateral Agent shall inure to the benefit of
such Supplemental Collateral Agent and all references therein to the Collateral
Agent shall be deemed to be references to the Collateral Agent and/or such
Supplemental Collateral Agent, as the context may require.







-166-





(c)  Should
any instrument in writing from any Loan Party be required by any Supplemental
Collateral Agent so appointed by the Collateral Agent for more fully and
certainly vesting in and confirming to him or it such rights, powers, privileges
and duties, such Loan Party shall execute, acknowledge and deliver any and all
such instruments promptly upon request by the Collateral 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 the Collateral Agent until
the appointment of a new Supplemental Collateral Agent.




SECTION
9.06.  Resignation of
Administrative Agent.  Each Agent may at any time give notice
of its resignation to the Lenders, the L/C Issuers and the
Borrowers.  Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, with consent of with the Specified U.S.
Borrower (so long as no Event of Default has occurred and be continuing), to
appoint a successor, which shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United States and
Canada.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then the retiring
Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor
Agent meeting the qualifications set forth above. Upon the acceptance of a
successor’s appointment as Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Agent and the retiring Agent shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrowers to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor.  After the retiring Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this
Article and Section 10.04
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Agent was acting as
Agent.




SECTION
9.07.  Non-Reliance
on  Administrative Agent and Other Lenders.  Each
Lender and each L/C Issuer acknowledges that it has, independently and without
reliance upon either Agent or any other Lender or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this
Agreement.  Each Lender and each L/C Issuer also acknowledges that it
will, independently and without reliance upon either Agent or any other Lender
or any of their Related Parties and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other
Loan Document or any related agreement or any document furnished hereunder or
thereunder.




SECTION
9.08.  No Other Duties,
Etc.  Anything herein to the contrary notwithstanding, none of
the Bookrunner or the Syndication Agent listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, the Collateral Agent, a Lender or an L/C Issuer
hereunder.







-167-





SECTION
9.09.  Administrative Agent May
File Proofs of Claim.  In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative
to any Loan Party, the Administrative Agent (irrespective of whether the
principal of any Loan or L/C Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on any Borrower) shall be
entitled and empowered, by intervention in such proceeding or
otherwise




(a)  to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the L/C Issuers and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuers and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuers and the Administrative Agent under
Sections
2.03(h) and (i), 2.09 and 10.04) allowed in
such judicial proceeding; and




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




and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and each L/C Issuer to make such payments to the Administrative Agent
and, if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.09
and 10.04.




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




SECTION
9.10.  Collateral and Guaranty
Matters.  Each of the Lenders (including in its capacities as a
potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers
irrevocably authorize the Collateral Agent, at its option and in its
discretion,




(a)  to
release any Lien on any property granted to or held by the Collateral Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than (A) contingent
indemnification obligations and (B) obligations and liabilities under Secured
Cash Management Agreements and Secured Hedge Agreements as to which







-168-




Section
10.01




(b)  to
release any Guarantor from its obligations under the Guaranties if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder;
and




(c)  to
subordinate any Lien on any property granted to or held by the Collateral Agent
under any Loan Document to the holder of any Lien on such property that is
permitted by Section
7.01(i).




Upon
request by the Collateral Agent at any time, the Required Lenders will confirm
in writing the Collateral Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Guarantor
from its obligations under a Guaranty pursuant to this Section
9.10.  In each case as specified in this Section 9.10, the
Collateral Agent will, at the Borrowers’ expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request
to evidence the release of such item of Collateral from the assignment and
security interest granted under the Collateral Documents or to subordinate its
interest in such item, or to release such Guarantor from its obligations under
the Guaranties, in each case in accordance with the terms of the Loan Documents
and this Section
9.10.




SECTION 9.11  Secured Cash Management
Agreements and Secured Hedge Agreements.  No Cash Management
Bank or Hedge Bank that obtains the benefits of Section 8.03, the any
Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty
or any Collateral Document shall have any right to notice of any action or to
consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise in respect of the Collateral (including the release or
impairment of any Collateral) other than in its capacity as a Lender and, in
such case, only to the extent expressly provided in the Loan
Documents.  Notwithstanding any other provision of this Article IX to
the contrary, the Administrative Agent shall not be required to verify the
payment of, or that other reasonably satisfactory arrangements have been made
with respect to, Obligations arising under Secured Cash Management Agreements
and Secured Hedge Agreements unless the Administrative Agent has received
written notice of such Obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable Cash Management
Bank or Hedge Bank, as the case may be.  Upon the request of the
Administrative Agent at any time, the Hedge Banks and the Cash Management Banks
shall provide to the Administrative Agent a summary of outstanding obligations
under any Cash Management Agreements or Swap Contracts secured by a Lien on any
asset of any Loan Party, as of such date as may be reasonably requested by the
Administrative Agent, showing the aggregate amount of such obligations
determined on a marked-to-market basis and such other information reasonably
requested by the Administrative







-169-





Agent.  At
the request of the Administrative Agent from time to time, the Hedge Banks and
the Cash Management Banks shall provide to the Administrative Agent copies of
any Cash Management Agreements or Swap Contracts pursuant to which obligations
secured by a Lien on any asset of any Loan Party have been
incurred.














Miscellaneous




SECTION
10.01.  Amendments,
Etc.  No amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by any Borrower or
any other Loan Party therefrom, shall be effective unless in writing signed by
the Required Lenders or the Administrative Agent with the consent of the
Required Lenders and the applicable Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:




(a)  extend or
increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section
8.02) without the written consent of such Lender;




(b)  increase
the aggregate Commitments under the Revolving Credit Facility to an amount
greater than $200,000,000 without the consent of each Lender;




(c)  postpone
any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them)
hereunder or under such other Loan Document without the written consent of each
Lender entitled to such payment;




(d)  reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this
Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender entitled to such
amount; provided, however, that only
the consent of the Required Lenders and the Administrative Agent shall be
necessary to waive any obligation of the Borrowers to pay interest or Letter of
Credit Fees at the Default Rate;




(e)  change
(i) Section
8.03 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender;




(f)  change
(i) any provision of this Section 10.01 or
the definition of “Required Lenders”, “Required U.S. Lenders”, “Required
Canadian Lenders” or “Supermajority Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder (other than the definitions specified in clause (ii) of this
Section 10.01(g)),
without the written consent of each Lender;







-170-







(g)  release
all or substantially all of the Collateral in any transaction or series of
related transactions, without the written consent of each Lender (unless all
Obligations have been paid in full in cash and the Commitments
terminated);




(h)  release
all or substantially all of the value of any Guaranty, without the written
consent of each Lender, except to the extent the release of any Subsidiary from
a Guaranty is permitted pursuant to Section 9.10 (in which case such release may
be made by the Administrative Agent acting alone);




(i)  amend,
modify or waive any provision of this Agreement, in each case governing the
rights of the Lenders under any Facility, without the written consent of Lenders
holding a majority in interest of the obligations under such Facility, if such
amendment, modification or waiver, or such provision, by its express terms
applies only to such Facility (or only to the Lenders thereunder) and if such
amendment, modification or waiver adversely affects the Lenders under such
Facility;




(j)  increase
the advance rates set forth in the definition of the terms “U.S. Borrowing Base”
or “Canadian Borrowing Base”, or reduce the amounts set forth in the definition
of the terms “Cash Dominion Event” or “Covenant Trigger Event”, without the
written consent of the Supermajority Lenders;




(k)  change or
otherwise modify the eligibility criteria, eligible asset classes, reserves,
sublimits in respect of any Borrowing Base, or add new asset categories to any
Borrowing Base, or otherwise cause any Borrowing Base or availability under the
Revolving Credit Facility provided for herein to be increased, in each case
without the written consent of the Supermajority Lenders; provided that this
clause (j)
shall not limit the discretion of the Administrative Agent to change, establish
or eliminate any reserves, to add assets acquired in a Permitted Acquisition to
any Borrowing Base or to otherwise exercise its discretion or Credit Judgment in
respect of any determination expressly provided hereunder to be made by the
Administrative Agent in its discretion or Credit Judgment, all to the extent
otherwise set forth herein; or




(l)  amend,
modify or change the provisions of Section 8.04 or the
definition of “CAM Percentage” without the written consent of each
Lender;




provided, further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
applicable L/C Issuer in addition to the Lenders required above, affect the
rights or duties of such L/C Issuer under this Agreement or any Issuer Document
relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the
applicable Swing Line Lender in addition to the Lenders required above, affect
the rights or duties of such Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by







-171-





the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.




If any
Lender does not consent to a proposed amendment, waiver, consent or release with
respect to any Loan Document that requires the consent of more than the Required
Lenders and that has been approved by the Required Lenders, the Borrowers may
replace such non-consenting Lender in accordance with Section 10.13;
provided that
such amendment, waiver, consent or release can be effected as a result of the
assignment contemplated by such Section (together with all other such
assignments required by the Borrowers to be made pursuant to this
paragraph).




Each Loan
Party acknowledges the agreements set forth in the Fee Letter and agrees that it
will execute and deliver such amendments to the Loan Documents as shall be
deemed advisable by the Bookrunner to give effect to the provisions of the Fee
Letter.  Notwithstanding anything to the contrary in this Section 10.01,
the Administrative Agent and the Loan Parties shall be permitted to execute and
deliver such amendments and such amendments shall become effective without any
further action or consent of any other party to any Loan Document if the same is
not objected to in writing by the Required Lenders within five (5) Business Days
following receipt of notice thereof.




Subject
to the restrictions set forth in the foregoing subparagraphs 10.01(a)
to (j), but notwithstanding anything else to the contrary contained in
this Section 10.01,
(a) with respect to any provision contained in this Agreement relating to any
Facility, the Administrative Agent, the Borrowers and a majority in interest of
the Lenders under such Facility shall be permitted to amend such provision,
without the consent of any other Lender, solely to the extent reasonably
necessary or advisable to (i) comply with Applicable Law relating to such
Facility or (ii) better implement the intentions of this Agreement with respect
to such Facility, and, in the case of any amendment made pursuant to this clause
(ii), solely to the extent that such amendment does not impair the rights,
obligations or interests of any other Lender under this Agreement in any
material respect and (b) at any time on or before the date that is sixty (60)
days after the Closing Date, the Administrative Agent and the Borrowers shall
have jointly identified an obvious error or any error or omission of a technical
or immaterial nature, in each case, in any provision of the Loan Documents, then
the Administrative Agent and the Borrowers shall be permitted to amend such
provision and such amendment shall become effective without any further action
or consent of any other party to any Loan Document if the same is not objected
to in writing by the Required Lenders within five (5) Business Days following
receipt of notice thereof.




Notwithstanding
the foregoing provisions of this Section 10.01, technical and conforming
modifications to the Loan Documents may be made with the consent of the
Borrowers and the Administrative Agent to the extent necessary to integrate
any







-172-





Incremental
Revolving Credit Commitments on substantially the same basis as the Revolving
Credit Commitments.




SECTION
10.02.  Notices; Effectiveness;
Electronic Communications.




(a)  Notices
Generally.  Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
subsection (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as
follows:




(i)  if to the
Borrowers, the Borrower Agent, the Administrative Agent, the Collateral Agent,
the L/C Issuers or the Swing Line Lenders, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 10.02;
and




(ii)  if to any
other Lender, to the address, telecopier number, electronic mail address or
telephone number specified in its Administrative Questionnaire.




Notices
and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next business day for the recipient).  Notices and other
communications delivered through electronic communications to the extent
provided in subsection (b) below shall be effective as provided in such
subsection (b).




Each Loan
Party located outside of the U.S. hereby irrevocably appoints the Borrower Agent
as its agent to receive on behalf of such Loan Party and its property service of
copies of the summons and complaint and any other process which may be served in
any such action or proceeding.  Such service may be made by mailing or
delivering a copy of such process to such Loan Party in care of the Borrower
Agent at the Borrower Agent’s address specified in this Agreement, and such Loan
Party hereby irrevocably authorizes and directs the Borrower Agent to accept
such service on its behalf.  As an alternative method of service, each
Loan Party also irrevocably consents to the service of any and all process in
any such action or proceeding by the mailing of copies of such process to such
Loan Party at its address specified in this Agreement.




(b)  Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuers hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to
Article II
if such Lender or such L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication.  The Administrative Agent or the
Borrowers may, in their discretion, agree to accept notices and
other







-173-




provided




Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.




(c)  The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Agents or the
Bookrunner or any of their Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrowers or any other Loan Parties, any Lender, any L/C
Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of the
Borrowers’ or any Agent’s or any Arranger’s transmission of Borrower Materials
through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to any Borrower, any other Loan
Party, any Lender, any L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).




(d)  Change of Address,
Etc.  Each Borrower, the Administrative Agent, the Collateral
Agent, each L/C Issuer and each Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto.  Each other Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower Agent, the Administrative Agent, the
Collateral Agent, the applicable L/C Issuer and the applicable Swing Line
Lender.  In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the







-174-








(e)  Reliance by the Agents, L/C
Issuers and Lenders.The Agents, the L/C
Issuers and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of a Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  Each Borrower shall indemnify the Administrative Agent, the
Collateral Agent, each L/C Issuer, each Lender and the Related Parties of each
of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of a
Borrower.  All telephonic notices to and other telephonic
communications with any Agent may be recorded by such Agent, and each of the
parties hereto hereby consents to such recording.




SECTION
10.03.  No Waiver; Cumulative
Remedies.  No failure by any Lender, any L/C Issuer or any
Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided, and provided under each other Loan Document, are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by
law.




Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents  against the Loan Parties or any of them shall be vested
exclusively in, and all actions and proceedings at law in connection with such
enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the
benefit of all the Lenders and the L/C Issuers; provided, however, that the
foregoing shall not prohibit (a) any Agent from exercising on its own behalf the
rights and remedies that inure to its benefit (solely in its capacity as Agent)
hereunder and under the other Loan Documents, (b) any L/C Issuer or any Swing
Line Lender from exercising the rights and remedies that inure to its benefit
(solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be)
hereunder and under the other Loan Documents, (c) any Lender from exercising
setoff rights in accordance







-175-





with
Section 10.08(subject to the terms of Section 2.13),
or (d) any Lender from filing proofs of claim or appearing and filing pleadings
on its own behalf during the pendency of a proceeding relative to any Loan Party
under any Debtor Relief Law; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii)
in addition to the matters set forth in clauses (b), (c) and
(d) of the preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.




SECTION 10.04  Expenses; Indemnity; Damage
Waiver.  (a)  Costs and
Expenses.  The Borrowers shall pay (i) all reasonable
out-of-pocket expenses incurred by the Bookrunner, Administrative Agent, the
Collateral Agent and their respective Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Agents and the Bookrunner), in
connection with the syndication of the credit facilities provided for herein,
the preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by each L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by any
Agent, any Lender or any L/C Issuer (including the fees, charges and
disbursements of any counsel for the Agents, any Lender or any L/C Issuer) in
connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under
this Section, or (B) in connection with Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.




(b)  Indemnification by the
Borrowers.  The Borrowers shall jointly and severally indemnify
each Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and
each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and reasonably related expenses (including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee) incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by any
Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, or, in the case of any Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan
Documents, (ii) any Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by any L/C Issuer to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or







-176-




provided




(c)  Reimbursement by
Lenders.  To the extent that any Borrower for any reason fails
to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to any Agent (or any sub-agent thereof), any L/C
Issuer or any Related Party of any of the foregoing, each Lender severally
agrees to pay to such Agent (or any such sub-agent), such L/C Issuer or such
Related Party, as the case may be, such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Agent (or
any such sub-agent) or any L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the Agent (or any such
sub-agent) or any L/C Issuer in connection with such capacity.  The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d).




(d)  Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, no Borrower shall 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, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (b) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such
Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.




(e)  Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.




(f)  Survival.  The
agreements in this Section shall survive the resignation of any Agent, any L/C
Issuer and any Swing Line Lender, the replacement of any Lender,







-177-










SECTION 10.05  Payments Set
Aside.  To the extent that any payment by or on behalf of a
Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or
the Administrative Agent, any L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, such L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and each L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Overnight Rate from time to time in effect.  The obligations of the
Lenders and the L/C Issuers under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this
Agreement.




SECTION 10.06  Successors and
Assigns.  (a)  Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither the Borrowers nor
any other Loan Parties may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of Section 10.06(b),
(ii) by way of participation in accordance with the provisions of Section 10.06(d),
or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 10.06(f)(and any other attempted
assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents, each L/C Issuer
and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.




(b)  Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment(s) and the Loans (including for
purposes of this Section 10.06(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:




(i)  Minimum
Amounts.  (A)in the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment under any Facility and the
Loans at the time owing to it under such Facility or in the case of an
assignment to a







-178-








(B)  in any
case not described in subsection (b)(i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$1,000,000, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the applicable Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;




(ii)  Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not (A) apply to any Swing Line
Lender’s rights and obligations in respect of the applicable Swing Line Loans or
(B) prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Facilities on a non-pro rata basis.




(iii)  Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:




(A)  the
consent of the applicable Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund or (3) during the primary syndication
of the Loans and Commitments;




(B)  the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of any
Commitment if such assignment is to a Person that is not a Lender with a
Commitment, an Affiliate of such Lender or an Approved Fund with respect to such
Lender;




(C)  the
consent of the applicable L/C Issuer (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment that increases the
obligation of the assignee to participate in exposure under one or more Letters
of Credit (whether or not then outstanding); and







-179-





(D)  the
consent of the applicable Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment in respect of the
Revolving Credit Facility.




(iv)  Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and applicable tax form(s).




(v)  No Assignment to
Borrower.  No such assignment shall be made to a Borrower or
any Borrower’s Affiliates or Subsidiaries.




(vi)  No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.




Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the applicable Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender.  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 10.06(d).  No
assignee (including an assignee that is already a Lender hereunder at the time
of the assignment) shall be entitled to receive any greater amount pursuant to
Section 3.01
than that to which the assignor would have been entitled to receive had no such
assignment occurred.




(c)  Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  Upon
the acceptance of any Assignment and Assumption, the Administrative Agent shall
promptly record the information contained therein in the
Register.  The entries in the Register shall be conclusive, and the
Borrowers, the Administrative Agent, the Collateral Agent and the Lenders may
treat each Person whose







-180-








(d)  Participations.  Any
Lender may at any time, without the consent of, or notice to, any Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or any Borrower or any Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  Any agreement
or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01
that affects such Participant.  Subject to subsection (e) of
this Section, each Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01,
3.04 and 3.05to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.06(b).  To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.08as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.




(e)  Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant.  A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the applicable Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of such Borrower, to
comply with Section
3.01(e) as though it were a Lender.




(f)  Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.




(g)  Resignation as L/C Issuer or
Swing Line Lender after Assignment.  Notwithstanding anything
to the contrary contained herein, if at any time Credit Suisse assigns all of
its Revolving Credit Commitment and Revolving Credit Loans pursuant
to







-181-




provided however Section
2.03(c) Section
2.04(c)




SECTION 10.07  Treatment of Certain
Information; Confidentiality.  Each of the Administrative
Agent, the Collateral Agent, the Lenders and the L/C Issuers agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
any Borrower and its obligations, (g) with the consent of the applicable
Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, the Collateral Agent,
any Lender, any L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than a
Borrower.  In







-182-








For
purposes of this Section, “Information” means
all information received from any Loan Party or any Subsidiary thereof relating
to any Loan Party or any Subsidiary thereof or their respective businesses,
other than any such information that is available to the Administrative Agent,
the Collateral Agent, any Lender or any L/C Issuer on a nonconfidential basis
prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the
case of information received from a Loan Party or any such Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.




Each of
the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers
acknowledges that (a) the Information may include material non-public
information concerning the Borrowers or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state
securities Laws.




SECTION
10.08.  Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender, each L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, such L/C Issuer or any such Affiliate to or for the credit or the
account of any Borrower or any other Loan Party against any and all of the
obligations of such Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or such L/C Issuer,
irrespective of whether or not such Lender or such L/C Issuer shall have made
any demand under this Agreement or any other Loan Document and although such
obligations of such Borrower or such Loan Party may be contingent or unmatured
or are owed to a branch or office of such Lender or such L/C Issuer different
from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender, each L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, such L/C Issuer or
their respective Affiliates may have.  Each Lender and each L/C Issuer
agrees to notify the applicable Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and
application.  No Lender shall set off against any Dominion Account
without the prior consent of Collateral Agent.







-183-





SECTION
10.09.  Interest Rate
Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the applicable Borrowers.  In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations
hereunder.  Without limiting the generality of the foregoing, if any
provision of any of the Loan Documents would obligate Canadian Loan Parties to
make any payment of interest with respect to the Canadian Obligations in an
amount or calculated at a rate which would be prohibited by applicable Law or
would result in the receipt of interest with respect to the Canadian Obligations
at a criminal rate (as such terms are construed under the Criminal Code
(Canada)), then notwithstanding such provision, such amount or rates shall be
deemed to have been adjusted with retroactive effect to the maximum amount or
rate of interest, as the case may be, as would not be so prohibited by law or so
result in a receipt by the applicable recipient of interest with respect to the
Canadian Obligations at a criminal rate, such adjustment to be effected, to the
extent necessary, as follows:  (i) first, by reducing the amount or
rates of interest required to be paid to the applicable recipient under the Loan
Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and
other amounts required to be paid to the applicable recipient which would
constitute interest with respect to the Canadian Obligations for purposes of
Section 347 of the Criminal Code (Canada).  Notwithstanding the
foregoing, and after giving effect to all adjustments contemplated thereby, if
the applicable recipient shall have received an amount in excess of the maximum
permitted by that section of the Criminal Code (Canada), then Canadian Loan
Parties shall be entitled, by notice in writing to the Administrative Agent, to
obtain reimbursement from the applicable recipient in an amount equal to such
excess, and pending such reimbursement, such amount shall be deemed to be an
amount payable by the applicable recipient to the applicable Canadian Loan
Party.  Any amount or rate of interest with respect to the Canadian
Obligations referred to in this Section 10.09
shall be determined in accordance with generally accepted actuarial practices
and principles as an effective annual rate of interest over the term that any
Canadian Revolving Credit Loans to the Canadian Borrower remain outstanding on
the assumption that any charges, fees or expenses that fall within the meaning
of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate
to a specific period of time, be prorated over that period of time and otherwise
be prorated over the period from the Closing Date to the date of payment in full
of the Canadian Obligations, and, in the event of a dispute, a certificate of a
Fellow of the Canadian Institute of Actuaries appointed by the Administrative
Agent shall be conclusive, absent manifest error, for the purposes of such
determination.




SECTION
10.10.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement, the other Loan Documents and the Fee
Letter, constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all







-184-




Section 4.01




SECTION
10.11.  Survival of Representations
and Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof.  Such representations and
warranties have been or will be relied upon by the Administrative Agent, the
Collateral Agent and each Lender, regardless of any investigation made by the
Administrative Agent, the Collateral Agent or any Lender or on their behalf and
notwithstanding that the Administrative Agent, the Collateral Agent or any
Lender may have had notice or knowledge of any Default at the time of any Credit
Extension, and shall continue in full force and effect as long as any Loan or
any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding.




SECTION
10.12.  Severability.  If
any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.




SECTION
10.13.  Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or
if a Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or if
any Lender is a Defaulting Lender or if any other circumstance exists hereunder
that gives a Borrower the right to replace a Lender as a party hereto, then the
applicable Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 10.06),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:




(a)  such
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);




(b)  such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or such Borrower (in the case of all other amounts);







-185-







(c)  in the
case of any such assignment resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01,
such assignment will result in a reduction in such compensation or payments
thereafter; and




(d)  such
assignment does not conflict with applicable Laws.




A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling a Borrower to require such assignment and delegation cease to
apply.




SECTION
10.14.  Governing Law; Jurisdiction;
Etc.  (a)  GOVERNING LAW.  THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.




(b)  Submission to
Jurisdiction.  EACH BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING WILL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT;
PROVIDED THAT
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.  EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.




(c)  Waiver of
Venue.  EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY







-186-








(d)  Service of
Process.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.




SECTION
10.15.  Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.




SECTION
10.16.  No Advisory or Fiduciary
Responsibility.In connection with all
aspects of each transaction contemplated hereby (including in connection with
any amendment, waiver or other modification hereof or of any other Loan
Document), eachBorrower and each other
Loan Party acknowledges and agrees,and acknowledges its
Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Bookrunner
are arm’s-length commercial transactions between the Borrowers, the other Loan
Parties and their respective Affiliates, on the one hand, and the Administrative
Agent and the Bookrunner on the other hand, (B) each Borrower and each other
Loan Party has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each Borrower and each other
Loan Party is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other
Loan Documents; (ii) (A) each Agent and each Arranger is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for any Borrower, any other Loan Party or any of their respective
Affiliates, or any other Person and (B) neither Agent, nor any Arranger, has any
obligation to any Borrower, any other Loan Party or any of their respective
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Agents and the Bookrunner and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the







-187-








SECTION
10.17.  Electronic Execution of
Assignments and Certain Other Documents.  The words
“execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption or in any amendment or other modification hereof (including
waivers and consents) shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act..




SECTION
10.18.  USA Patriot Act
Notice.  Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Loan Parties that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of
each Loan Party and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify each Loan Party in accordance
with the Act.  Each Borrower shall, promptly following a request by
the Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” an
anti-money laundering rules and regulations, including the Act.




SECTION
10.19.  Judgment
Currency.  If for the purpose of obtaining judgment in any
court it is necessary to convert an amount due hereunder in the currency in
which it is due (the “Original Currency”)
into another currency (the “Second Currency”),
the rate of exchange applied shall be that at which, in accordance with normal
banking procedures, the Administrative Agent could purchase in the New York
foreign exchange market, the Original Currency with the Second Currency on the
date two (2) Business Days preceding that on which judgment is given. Each Loan
Party agrees that its obligation in respect of any Original Currency due from it
hereunder shall, notwithstanding any judgment or payment in such other currency,
be discharged only to the extent that, on the Business Day following the date
the Administrative Agent receives payment of any sum so adjudged to be due
hereunder in the Second Currency, the Administrative Agent may, in accordance
with normal banking procedures, purchase, in the New York foreign exchange
market, the Original Currency with the amount of the Second Currency so paid;
and if the amount of the Original Currency so purchased or could have been so
purchased is less than the amount originally due in the Original Currency, each
Loan Party agrees as a separate obligation and notwithstanding any such payment
or judgment to indemnify the Administrative Agent and the Appropriate
Lenders







-188-




rate of exchange






SECTION
10.20.  Language.  The
parties have requested that this Agreement and the other documents contemplated
hereby or relating hereto be drawn up in the English language.  Les parties ont requis que cette
convention ainsi que tous les documents qui y sont envisagés ou qui s’y
rapportent soient rédigés en langue anglaise.




SECTION
10.21.  Intercreditor
Agreement.  Reference is made to the Lien Subordination and
Intercreditor Agreement dated as of June 9, 2008, among General Electric
Capital Corporation, as collateral agent for the Revolving Facility Secured
Parties referred to therein; U.S. Bank National Association, as Trustee and as
Noteholder Collateral Agent; Ply Gem Holdings Inc.; Ply Gem Industries, Inc.;
and the other subsidiaries of Ply Gem Industries, Inc. named therein (the
“Intercreditor Agreement”).  Each Lender hereunder (a) consents
to the subordination of Liens provided for in the Intercreditor Agreement,
(b) agrees that it will be bound by and will take no actions contrary to
the provisions of the Intercreditor Agreement and (c) authorizes and instructs
the Collateral Agent to enter into the Intercreditor Agreement as Collateral
Agent and on behalf of such Lender.  The foregoing provisions are
intended as an inducement to the Noteholders to acquire the Notes of the
Specified U.S. Borrower and such Noteholders are intended third party
beneficiaries of such provisions and the provisions of the Intercreditor
Agreement.




[Remainder
of Page Intentionally Blank]







-189-





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




PLY GEM
HOLDINGS, INC.,




as
Holdings




by





Name:




Title:




PLY GEM
INDUSTRIES, INC.,




as the
Specified U.S. Borrower




by





Name:




Title:




CWD
WINDOWS AND DOORS, INC.,




as the
Canadian Borrower




by





Name:




Title:




[_______________],




as a
Borrower




by





Name:




Title:




CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, individually and




as
Administrative Agent




by





Name:




Title:







-190-





by







Name:




Title:




CREDIT
SUISSE, TORONTO BRANCH, as Canadian Swing Line Lender, Canadian L/C Issuer and
Canadian Revolving Credit Lender




by





Name:




Title:




by





Name:




Title:




GENERAL
ELECTRIC CAPITAL CORPORATION, individually and as Collateral Agent




by





Name:




Title:




[OTHER
AGENTS/LENDERS],




by





Name:




Title:







-191-
 EXECUTION
VERSION








Schedule
1.01 - Existing Letters of Credit





Issuer
            Beneficiary
            Letter
      of Credit No.
            Amount
            Exp
      DateUBS,
      AG
            Tokio
      Marine and Nichido Fire Insurance Co.
            WALIA00263
            60,000.00
            01-27-09
      No extensionUBS,
      AG
            Union
      Fire Insurance Co of Pittsburgh various insurance cos
            DP36ZAYRL
            1,600,000.00
            01-27-09
      No extensionUBS,
      AG
            Ohio
      Environmental Protection Agency
            WALI-A01315-1POZ
            900,000.00
            2-12-08
      No extensionUBS,
      AG
            Saint-Gobain
      Corporation
            WALI-A01820-1BRL
            886,000.00
            9-26-08
      No extensionUBS,
      AG
            Weston
      CA II LLC
            WALI-A02236-1POZ
            500,000.00
            2-01-09





-192-
 EXECUTION
VERSION





Schedule
1.01(a) – Sale-Leaseback Properties





1.   The
      Deed of Lease Agreement, by and among GP (MULTI) L.P., a Delaware limited
      partnership as Landlord, and Ply Gem Industries, Inc., MWM Holding, Inc.,
      Great Lakes Window, Inc., MWM Holding, Inc., MW Manufacturers Inc., Napco
      Window Systems, Inc., Kroy Building Products, Inc., Napco, Inc.,
      Thermal-Gard, Inc., as Tenant, dated as of August 27, 2004, covering the
      properties located at:





a) 30499
Tracy Road, Toledo, OH


b) 2719
N. Division Avenue, York, NE


c) 15159
Andrew Jackson Highway, Fair Bluff, NC


d) 125
McFann Road, Valencia, PA


e) 303 W.
Major, Kearney, MO


f) 91
Variform Drive, Martinsburg, WV


g) Rocky
Mount Window Plant No. 1, 433 North Main Street, Rocky Mount, VA


h) Rocky
Mount Training Center, 433 North Main Street, Rocky Mount, VA


2.The
      Lease Agreement by and between PG-NOM (ALBERTA) INC., an Alberta
      corporation, as nominee for PG-TRUST (DE), a trust formed under the laws
      of the State of Delaware, as Landlord and CWD Windows and Doors, Inc. as
      Tenant, dated as of August 27, 2004, covering the properties located
      at:





a) 2008 –
48th St. S.E., Calgary, AB


b) 2110 –
48th St. S.E., Calgary, AB


c) 2264 –
48th St. S.E., Calgary, AB


d) 2007 –
48th St. S.E., Calgary, AB


e) 2015 –
48th St. S.E., Calgary, AB


f) 2035 –
48th St. S.E., Calgary, AB


g) 2101 –
50th St. S.E., Calgary, AB


h)
2109/17 – 50th St. S.E., Calgary, AB


i) 2121 –
50th St. S.E., Calgary, AB


j) 2125 –
50th St. S.E., Calgary, AB


k) 2139 –
50th St. S.E., Calgary, AB





-193-





Schedule
2.01





COMMITMENTS
AND APPLICABLE PERCENTAGES





U.S.
Revolving Credit Facility





Lender
            Revolving
      Credit Commitment
            Revolving
      Credit Applicable PercentageGeneral
      Electric Capital Corporation
            $44,444,444.44
            37.037037037%UBS
      Loan Finance LLC
            $22,222,222.22
            18.518518519%Credit
      Suisse, Cayman Islands Branch
            $15,000,000.01
            12.500000008%Goldman
      Sachs Credit Partners L.P.
            $13,333,333.33
            11.111111111%JPMorgan
      Chase Bank, N.A.
            $15,000,000.00
            12.500000000%Bank
      Midwest, N.A.
            $10,000,000.00
            8.333333333%Total
            $120,000,000.00
            100.000000000%





Canadian
Revolving Credit Facility


Lender
            Revolving
      Credit Commitment2
            Revolving
      Credit Applicable PercentageGE
      Canada Finance Holding Company
            $5,555,555.56
            37.037037037%UBS
      AG, Canada Branch
            $2,777,777.78
            18.518518519%Credit
      Suisse, Toronto Branch
            $4,999,999.99
            33.333333267%Goldman
      Sachs Credit Partners L.P.
            $1,666,666.67
            11.111111111%JPMorgan
      Chase Bank, N.A.
            $0.00
      0.00
            0000000%Bank
      Midwest, N.A.
            $0.00
      0.00
            0000000%Total
            $15,000,000.00
            100.000000000%








2 All
quoted in U.S. Dollars





-194-





Schedule
4.01(a)(vii) – Mortgaged Property








Mortgagor
            Address
            County
            StateMW
      Manufacturers Inc.
            n/a
            Lee
            MississippiPly
      Gem Industries, Inc., MWM Holding, Inc., Great Lakes Window, Inc., MW
      Manufactures Inc., Kroy Building Products, Inc., Napco, Inc. and Variform,
      Inc.
            n/a
            Clay
            MissouriPly
      Gem Industries, Inc., MWM Holding, Inc., Great Lakes Window, Inc., MW
      Manufactures Inc., Kroy Building Products, Inc., Napco, Inc. and Variform,
      Inc.
            n/a
            Columbus
            North
      CarolinaVariform,
      Inc.
            n/a
            Marion
            TennesseePly
      Gem Industries, Inc., MWM Holding, Inc., Great Lakes Window, Inc., MW
      Manufactures Inc., Kroy Building Products, Inc. and Variform,
      Inc.
            n/a
            Franklin
            Virginia2008-48
      Street SE, Calgary, Alberta, Canada
            N/AAlcoa
      Home Exteriors, Inc.
            185
      Johnson Drive
            Augusta
            Stuarts
      Draft, VirginiaAlcoa
      Home Exteriors, Inc.
            2405
      Campbell Road
            Shelby
            Sidney,
      OhioAlcoa
      Home Exteriors, Inc.
            100
      Cellwood Road
            Cherokee
            Gaffney,
      South Carolina





-195-





Schedule
5.05 - Supplement to Interim Financial Statements








None.





-196-





Schedule
5.06 – Litigation








None.





-197-





Schedule
5.08(b) - Owned Real Property











Loan
      Party
            AddressVariform,
      Inc.
            1274
      Industrial Blvd.
              Jasper,
      TN 37347-5200CWD
      Windows and Doors, Inc.
            331
      – 105 St.
              Saskatoon,
      SKMW
      Manufacturers, Inc.
            Fayetteville
      Cutting Operation
              400-408
      Pine Street
              Fayetteville,
      NC 28302Storage
      shed and unimproved land located on noncontiguous parcels, portions of
      Tracts #1 and #2 as recorded in Deed Book 893, page 547, Beaverdam
      Township (Hoffman), Richmond County, NC 28347Alenco
      Extrusion GA, L.L.C.
            407
      Dividend Drive
              Peachtree
      City, GA 30269-1905Alcoa
      Home Exteriors, Inc.
            1601
      Commerce Blvd.
              Denison,
      TX 75020-19052185
      Johnson Drive
              Stuarts
      Draft, VA 24477-3100100
      Cellwood Place
              Gaffney,
      SC 29340-47232405
      Campbell Road
              Sidney,
      OH 45365-9529








2As of the
Closing Date, this property is subject to sale agreement, pursuant to which this
property will be sold on or prior to June 30, 2008.





-198-





Schedule
5.08(c)(i) Leased Real Property (lessee)





Loan
      Party
            AddressPly
      Gem Industries, Inc.
            90
      Inip Drive, Inwood, NY95
      Inip Drive, Inwood, NY5020
      Weston Parkway, Suite 400
              Cary,
      NC 27513Great
      Lakes Window, Inc.
            30499
      Tracy Road, Toledo, OH7171
      Reuthinger Road, Toledo, OH (option)228
      Huron Toledo, OHKroy
      Building Products, Inc.
            2719
      N. Division Avenue, York, NE15159
      Andrew Jackson Highway
              Fair
      Bluff, NC1857
      Evans Road, Cary, NCNapco,
      Inc.
            125
      McFann Road, Valencia, PAVariform,
      Inc.
            303
      W. Major, Kearney, MO91
      Variform Drive, Martinsburg, WV1600
      N. State Rte 291, Carefree Industrial Park,
              Independence,
      MO5550
      Winchester Ave., WVCWD
      Windows and Doors, Inc.
            2008
      – 48th St. S.E., Calgary, AB2110
      – 48th St. S.E., Calgary, AB2264
      – 48th St. S.E., Calgary, AB2007
      – 48th St. S.E., Calgary, AB2015
      – 48th St. S.E., Calgary, AB2035
      – 48th St. S.E., Calgary, AB2101
      – 50th St. S.E., Calgary, AB2109/17
      – 50th St. S.E., Calgary, AB2121
      – 50th St. S.E., Calgary, AB2125
      – 50th St. S.E., Calgary, AB2139
      – 50th St. S.E., Calgary, AB18703
      111thAve.,
      Edmonton, ABBay
      108, 6901—98thSt.,
      Clairmont, AB1889
      – 6th Ave., Medicine Hat, AB8,4622
      – 61st St., Red Deer, AB197
      Leonard St. N., Regina, SKMW
      Manufacturers, Inc.
            Rocky
      Mount Window Plant No. 1, 433 North
              Main
      Street, Rocky Mount, VA 24151Rocky
      Mount Training Center, 433 North Main
              Street,
      Rocky Mount, VA 24151Rocky
      Mount Window Plant No. 3 at 520
              Weaver
      Street, Rocky Mount, VA 24151Property
      located at Green and Triangle Streets in Lee,
  Mississippi2.02
      acres of real property located in Fayetteville, North
    Carolina0.05
      acres of real property located in
              Rocky
      Mount, Virginia0.14
      acres of real property located in
              Rocky
      Mount, VirginiaPrivate
      road in Rocky Mount, Virginia0.2
      acres of real property in Rocky Mount,
              VirginiaReal
      property located at the corner of N. Main
              Street
      and Southern Railroad in Rocky Mount,
              VirginiaReal
      property located at 350 State Street in
              Rocky
      Mount, VirginiaReal
      property located at 315 Pell Avenue in
              Rocky
      Mount, VirginiaReal
      property located at 129 Pell Avenue in
              Rocky
      Mount, Virginia999A
      Grand Avenue, Hammonton, New Jersey.
              (Lease
      of the Patriot facility)Alenco
      Window GA, L.L.C.
            319
      Dividend Drive
              Peachtree
      City, Georgia 30269New
      Alenco Window, Ltd.
            615
      Carson Street, Bryan, Texas 77801New
      Alenco Extrusion, Ltd.
            Northpoint
      Business Park, 2870 North Harvey
              Mitchell
      Parkway, Bryan, TexasNew
      Glazing Industries, Ltd.
            Inwood
      Business Center at 1110 Inwood Road,
              Suite
      101, Dallas, Texas 7524712901
      Nicholson Road, Suite 330
              Farmers
      Branch, Texas 75234AWC
      Arizona, Inc.
            3830
      E. Wier, Phoenix, ArizonaAlcoa
      Home Exteriors, Inc.
            2011
      McGregor, Denison, Texas1590
      Omega Drive, Pittsburgh, Pennsylvania4500
      Omega Drive, Pittsburgh, Pennsylvania805
      Victory Trail Road
              Gaffney,
      South Carolina2605
      S.H. 91 North, Denison, Texas3345
      and 3365 Juanita Dr., Denison, TexasFor
      certain premises commonly known as 1132-
              1134
      Stinson Blvd., Minnesota.1864
      Old Georgia Highway
              Gaffney,
      South CarolinaPly
      Gem Pacific Windows Corporation
            3010
      Ramco Road
              West
      Sacramento, California 956915001
      D Street NW, Auburn, Washington 98001235
      Radio Road, Corona, California 92879Building
      G, Tualatin Corporate Center, Phase
              III,
      20131 SW 95thPlace,
      Tualatin, Oregon
              97062401
      South Enterprise Boulevard
              Lebanon,
      Indiana 46052





-199-





Schedule
5.09 - Environmental Matters











None.





-200-





Schedule
5.13 - Subsidiaries and Other Equity Investments; Loan Parties
















-201-





Schedule
6.12 – Guarantors





Alcoa
      Home Exteriors, Inc.Alenco
      Building Products Management, L.L.C.Alenco
      Extrusion GA, L.L.C.Alenco
      Extrusion Management, L.L.C.Alenco
      Holding CorporationAlenco
      Interests, L.L.C.Alenco
      Trans, Inc.Alenco
      Window GA, L.L.C.Aluminum
      Scrap Recycle, L.L.C.AWC
      Arizona, Inc.AWC
      Holding CompanyGlazing
      Industries Management, L.L.C.Great
      Lakes Window, Inc.Kroy
      Building Products, Inc.MW
      Manufacturers Inc.MWM
      Holding, Inc.Napco,
      Inc.New
      Alenco Extrusion, Ltd.New
      Alenco Window, Ltd.New
      Glazing Industries, Ltd.Ply
      Gem Holdings, Inc.Ply
      Gem Industries, Inc.Ply
      Gem Pacific Windows CorporationVariform,
      Inc.





-202-





Schedule
6.20 - Post-Closing Matters








1. Within
one Business Day after the Closing Date, the Borrowers shall deliver to the
Administrative Agent a certificate of compliance with respect to the Canadian
Borrower.




2. Within
one Business Day after the Closing Date, Bennett Jones shall deliver, on behalf
of the Borrowers, to the Administrative Agent confirmation that the requisite
registration under the PPSA with respect to the Canadian Borrower has been
completed.




3. Within
five Business Days after the Closing Date or such later time as the
Administrative Agent may permit in writing, the Borrowers shall deliver to the
Trustee for the benefit of the Secured Parties pursuant to the Intercreditor
Agreement a certificate representing 100% of the issued and outstanding common
stock of Ply Gem Pacific Windows Corporation issued to Ply Gem Industries, Inc.,
together with an undated stock power executed in blank by a duly authorized
officer of Ply Gem Industries, Inc.




4. Within
five Business Days after the Closing Date or such later time as the
Administrative Agent may permit in writing, the Borrowers shall deliver to the
Trustee for the benefit of the Secured Parties pursuant to the Intercreditor
Agreement an Intercompany Note evidencing any Indebtedness of a Loan Party
owning to another Loan Party outstanding upon the Closing Date.




5. Within
five Business Days after the Closing Date or such later time as the
Administrative Agent may permit in writing, the Borrowers shall deliver to the
Administrative Agent, a Confirmation of Security Interest in Intellectual
Property duly executed by Alcoa Home Exteriors, Inc., Ply Gem Pacific Windows
Corporation, Kroy Building Products, Inc. and Variform, Inc.




6. Within
ten Business Days of the Closing Date or such later time as the Administrative
Agent may permit in writing, the Borrowers shall deliver to the Administrative
Agent notice of termination of blocked account agreements duly executed by Ply
Gem Industries, Inc. and UBS AG, Stamford Branch.




7. Within
seven Business Days after the Closing Date or such later time as the
Administrative Agent may permit in writing, the Borrowers shall effect the
proper release of the Saskatchewan PPSA registration against the Canadian
Borrower to the extent it is not a permitted Lien under Section 7.01 of the
Credit Agreement.




8. The
Borrowers shall use commercially reasonable efforts to cause Broan-Nutone Canada
to discharge the trade name “CWD Windows and Doors” within thirty days after the
Closing Date.




9. Within
thirty days after the Closing Date, the Canadian Borrower will deliver to the
Agents (i) an agreement pursuant to which it submits to the non-exclusive
jurisdiction of the courts of the State of New York sitting in New York County
and of the United States Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of
relating to any Loan Document, or for recognition







-203-





or
enforcement of any judgment and (ii) provides a supplemental opinion in relation
thereto from Bennett Jones LLP, each in form and substance reasonably
satisfactory to the Agents.







-204-





Schedule
7.01 - Existing Liens





None.





-205-





Schedule
7.02 - Existing Investments





None.





-206-





Schedule
7.03(e) - Existing Indebtedness





None.





-207-





Schedule
7.05 – Dispositions








1. The
property located at 1601 Commerce Blvd., Denison, Texas





-208-





Schedule
7.08 - Transactions with Affiliates




1.
            General
      Advisory Agreement, between Holdings and Caxton-Iseman Capital, LLC,
      pursuant to which Caxton-Iseman acquisition and financial advisory
      services in exchange for certain annual and transaction
    fees.




2.
            Debt
      Financing Advisory Agreement, between Holdings and Caxton-Iseman Capital,
      LLC, pursuant to which Caxton-Iseman was paid a debt financing arrangement
      and advisory fee, equal to $11.400,000 in connection with acquisition of
      Ply Gem Industries, Inc., in the first quarter of
  2004.




3.
            During
      2006, Holdings received an equity investment of approximately $500,000
      million from JPG Investments, LLC, an affiliate of The GeMROI Company, an
      outside sales agency that represents, among other products and companies,
      MW windows for which Holdings pays GeMROI a sales commission for their
      services. During 2007 and 2006, Holdings paid GeMROI approximately
      $1,800,000 and $2,100,000, respectively, in sales commission for their
      services.







-209-





Schedule
10.02 - Administrative Agent’s Office, Certain Addresses for
Notices








Borrower
      Agent or any Borrower:
            Ply
      Gem Industries, Inc.
              5020
      Western Parkway
              Suite
      400
              Cary,
      NC 27513,
              Attention
      of Chief Financial Officer &
              General
      Counsel
              Tel:
      (919) 677-4020Administrative
      Agent, U.S. Swingline
              Lender
      or U.S. L/C Issuer
            Credit
      Suisse, as Administrative Agent
              Eleven
      Madison Avenue
              New
      York, NY 10010
              ATTN:
      Agency Group
              Telecopy:
      (212) 325-8304Canadian
      Swingline Lender or
              Canadian
      L/C Issuer
            1
      First Canadian Place, Suite 3000
              P.O.
      Box 301
              Toronto,
      Ontario, Canada
              M5X
      1C9
              Tel:
      (416) 352-4655
              Telecopy:
      (416) 352-4688
              Attention
      of Nicholas Lam, Assistant
              Vice
      President, Loan OperationsCollateral
      Agent
            General
      Electric Capital Corporation
              500
      W. Monroe St. 16th Floor
              Chicago,
      IL 60661
              Attn:
      Account Manager Ply Gem
              Industries





-210-
 EXHIBIT A








FORM
OF


COMMITTED
LOAN NOTICE








Credit
Suisse,


as
Administrative Agent for the Lenders referred to below


Eleven
Madison Avenue


New York,
NY 10010





Attention:  Agency
Group





[●],
200[●]3








Ladies
and Gentlemen:





Reference
is made to that certain Credit Agreement (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”) dated as of June 9, 2008 among Ply Gem Industries, Inc. a
Delaware corporation (the “Specified U.S.
Borrower”), CWD Windows and Doors, Inc., (the “Canadian
Borrower”), Ply Gem Holdings, Inc., a Delaware corporation, the
Subsidiaries of the Borrower from time to time party thereto, the Lenders
parties thereto, Credit Suisse, as Administrative Agent, U.S. Swing Line Lender
and U.S. L/C Issuer, General Electric Capital Corporation, as Collateral Agent,
Credit Suisse, Toronto Branch, as Canadian Swing Line Lender and Canadian L/C
Issuer, and Credit Suisse Securities (USA) LLC, as Sole Lead Arranger and Sole
Bookrunner. Capitalized terms used herein and not otherwise defined herein have
the meanings specified in the Credit Agreement.




The
undersigned hereby gives you notice pursuant to Section 2.02 of the Credit
Agreement that it requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the terms on which such Borrowing is requested to be
made:




           A
Borrowing of ___________________________ Revolving Credit Loans


(U.S. or
Canadian)





           A
conversion of ___________________________





3   Must
      be notified in writing or by telephone (with such telephonic notification
      to be confirmed promptly by delivery to the Administrative Agent of a
      written Committed Loan Notice, appropriately completed and signed by a
      Responsible Officer of such Borrower) (i) in the case of any
      Borrowing of, conversion to or continuation of Eurodollar Rate Loans or BA
      Rate Loans or of any conversion of Eurodollar Rate Loans or BA Rate Loans
      to Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans,
      as the case may be, not later than 12:00 p.m. three (3) Business Days
      before the date of the proposed Borrowing or (ii) in the case of any
      Borrowing of Base Rate Loans, Canadian Base Rate Loans or Canadian Prime
      Rate Loans, not later than 12:00 p.m one (1) Business Day before the date
      of the proposed Borrowing; provided,
      however, that if the applicable Borrower wishes to request
      Eurodollar Rate Loans or BA Rate Loans having an Interest Period other
      than 1, 2, 3 or 6 months in duration as provided in the definition of
      “Interest Period,” the applicable notice must be received by the
      Administrative Agent not later than 11:00 a.m. four (4) Business Days
      prior to the requested date of such Borrowing, conversion or continuation,
      whereupon the Administrative Agent shall give prompt notice to the
      Appropriate Lenders of such request and determine whether the requested
      Interest Period is acceptable to all of
them.





-211-
 EXHIBIT
A





(Type of
Loans)





           A
continuation of ___________________________Rate Loans


(Eurodollar
or BA)





1. On
_________________________________________________(which shall be a Business Day)
(the “Date
of Borrowing”).





2. In the
principal amount of [$/Cdn.$] _____________________________.





3.
Comprised of ____________________________________________.


[Type of
Loan Requested]





4. [For Eurodollar Rate Loans and BA
Rate Loans] With an Interest Period of __________ months.





5.
      Account Number and Location
            ______________________





The [U.S.][Canadian] Revolving Credit
Borrowing requested herein complies with the proviso in the first sentence of
Section
2.01[(a)][(b)] of the Credit Agreement.




[Insert
the following paragraph for new Borrowings only (not conversions or
continuations)]




The
[Specified U.S.][Canadian] Borrower hereby represents and warrants that
the


conditions
      specified in Sections 4.02(a), (b) and (d) of the Credit Agreement shall
      be satisfied on and as


of
      the Date of Borrowing.








[Ply
      Gem Industries, Inc.] [CWD Windows and Doors, Inc.]By:Name:
              Title:








-212-
 EXHIBIT
B











FORM
OF


SWING
LINE LOAN NOTICE








Credit
Suisse,


as
Administrative Agent for the Lenders referred to below


Eleven
Madison Avenue


New York,
NY 10010





Attention:  Agency
Group





[●],
200[●]4





Ladies
and Gentlemen:





Reference
is made to that certain Credit Agreement (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”) dated as of June 9, 2008 among Ply Gem Industries, Inc. a
Delaware corporation (the “Specified U.S.
Borrower”), CWD Windows and Doors, Inc., (the “Canadian
Borrower”), Ply Gem Holdings, Inc., a Delaware corporation, the
Subsidiaries of the Borrower from time to time party thereto, the Lenders
parties thereto, Credit Suisse, as Administrative Agent, U.S. Swing Line Lender
and U.S. L/C Issuer, General Electric Capital Corporation, as Collateral Agent,
Credit Suisse, Toronto Branch, as Canadian Swing Line Lender and Canadian L/C
Issuer, and Credit Suisse Securities (USA) LLC, as Sole Lead Arranger and Sole
Bookrunner. Capitalized terms used herein and not otherwise defined herein have
the meanings specified in the Credit Agreement.




The
undersigned hereby gives you notice pursuant to Section 2.04(b) of the
Credit Agreement that it requests a Borrowing under the Credit Agreement, and in
that connection sets forth below the terms on which such Borrowing is requested
to be made:




1. On __________________________(which
shall be a Business Day) (the “Date of
Borrowing”).





2. A [U.S.] [Canadian] Swing Line
Borrowing.





3 In the amount of [$] [Cdn. $]
__________________________________.







The
[U.S.][Canadian] Swing Line Borrowing requested herein complies with the proviso
in the first sentence of Section
2.04[(A)(a)][(B)(a)] of the Credit Agreement.







4   Must
      be notified in writing or by telephone (with such telephonic notification
      to be confirmed promptly by delivery to the Administrative Agent of a
      written Swing Line Loan Notice, appropriately completed and signed by a
      Responsible Officer of such Borrower) (i) in the case of a U.S. Swing Line
      Borrowing, not later than 12:00 p.m. on the date of the proposed Borrowing
      or (ii) in the case of a Canadian Swing Line Borrowing, not later than
      12:00 p.m. on the date of the proposed
  Borrowing.





-213-
 EXHIBIT
B





The
[Specified U.S.][Canadian] Borrower hereby represents and warrants that
the


conditions
      specified in Sections 4.02(a), (b) and (d) of the Credit Agreement shall
      be satisfied on and as


of the
Date of Borrowing.





[Ply
      Gem Industries, Inc.] [CWD Windows and Doors, Inc.]By:Name:
              Title:





-214-
 EXHIBIT
C-1





FORM
OF




U.S.
REVOLVING CREDIT NOTE




$[           ]
            New
      York, New York[●],
      200[●]





FOR VALUE
RECEIVED, the undersigned, PLY GEM INDUSTRIES, INC., a Delaware corporation (the
“Borrower”),
HEREBY PROMISES TO PAY TO [     ] (the “Lender”)
or its registered assigns, at the office of Credit Suisse (the “Administrative
Agent”) at Eleven Madison Avenue, New York, New York 10010, on the dates
and in the amounts set forth in the Credit Agreement dated as of June 9, 2008
(as the same may be amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit
Agreement”), among the Borrower, CWD Windows and Doors, Inc.,
(the  “Canadian
Borrower”), Ply Gem Holdings, Inc., a Delaware corporation, the
Subsidiaries of the Borrower from time to time party thereto, the Lenders
parties thereto, Credit Suisse, as Administrative Agent, and General Electric
Capital Corporation, as Collateral Agent, in lawful money of the United States
of America in immediately available funds, the aggregate unpaid principal amount
of all U.S. Loans made by the Lender to the Borrower pursuant to the Credit
Agreement and to pay interest from the date of such U.S. Loans on the principal
amount thereof from time to time outstanding, in like funds, at said office, at
the rate or rates per annum and payable on the dates provided in the Credit
Agreement.  Terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.




Except as
otherwise provided in Section 2.04(A)(f) of
the Credit Agreement with respect to U.S. Swing Line Loans, all payments of
principal and interest with respect to the U.S. Loans made by the Lender shall
be made to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent’s Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Credit Agreement.




The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, demand, protest and notice of any kind whatsoever.  The
nonexercise by the holder hereof of any of its rights hereunder in any
particular instance shall not constitute a waiver thereof in that or any
subsequent instance.




This U.S.
Revolving Credit Note is one of the Revolving Credit Notes referred to in the
Credit Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions therein. This U.S.
Revolving Credit Note is also entitled to the benefits of the U.S. Guaranty and
is secured by the U.S. Collateral. The Credit Agreement also contains provisions
for the acceleration of the maturity hereof upon the happening of certain
events, for  mandatory prepayment of the principal hereof prior to the
maturity hereof and for the amendment or waiver of certain provisions of the
Credit Agreement, all upon the terms and conditions therein specified. U.S.
Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this U.S. Revolving Credit Note and endorse thereon
the date, amount and maturity of its U.S. Loans and payments with respect
thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.




Ply
      gem industries, inc.BYNAME:TITLE:





-215-
 EXHIBIT
C-2








FORM
OF




CANADIAN
REVOLVING CREDIT NOTE




$[           ]
            New
      York, New York[●],
      200[●]





FOR VALUE
RECEIVED, the undersigned, CWD WINDOWS AND DOORS, INC. (the “Borrower”),
HEREBY PROMISES TO PAY TO [     ] (the “Lender”)
or its registered assigns, in accordance with the provisions of the Credit
Agreement (as hereinafter defined) the principal amount of each Canadian Loan
from time to time made by the Lender to the Borrower under the Credit Agreement
dated as of June 9, 2008 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit
Agreement”), among the Borrower, Ply Gem Industries, Inc., a Delaware
corporation, Ply Gem Holdings, Inc., a Delaware corporation, the Subsidiaries of
the Borrower from time to time party thereto, the Lenders (as defined in the
Credit Agreement) parties thereto, Credit Suisse, as Administrative Agent, and
General Electric Capital Corporation, as Collateral Agent, in lawful money of
the United States of America, or Canadian dollars, as applicable, in immediately
available funds, the aggregate unpaid principal amount of all Canadian Loans
made by the Lender to the Borrower pursuant to the Credit Agreement and to pay
interest from the date of such Canadian Loans on the principal amount thereof
from time to time outstanding, in like funds, at said office, at the rate or
rates per annum and payable on the dates provided in the Credit
Agreement.  Terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.




Except as
otherwise provided in Section 2.04(B)(f) of
the Credit Agreement with respect to Canadian Swing Line Loans, all payments of
principal and interest with respect to the Canadian Loans made by the Lender
shall be made to the Administrative Agent for the account of the Lender in
[U.S.][Canadian] Dollars in immediately available funds at the Administrative
Agent’s Office. If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Credit Agreement.




The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, demand, nonpayment, protest and notice of any kind
whatsoever.  The nonexercise by the holder hereof of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance.




This
Canadian Revolving Credit Note is one of the Revolving Credit Notes referred to
in the Credit Agreement, is entitled to the benefits thereof and may be prepaid
in whole or in part subject to the terms and conditions therein. This Canadian
Revolving Credit Note is also entitled to the benefits of the U.S. Guaranty and
is secured by the U.S. Collateral and the Canadian Collateral. The Credit
Agreement also contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, for mandatory prepayment of the principal
hereof prior to the maturity hereof and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein
specified. Canadian Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Canadian Revolving Credit
Note and endorse thereon the date, amount and maturity of its Canadian Loans and
payments with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.







-216-
 EXHIBIT
C-2















CWD
      WINDOWS AND DOORS, INC.BYNAME:TITLE:





-217-
 EXHIBIT
D








FORM OF
COMPLIANCE CERTIFICATE








To:
Credit Suisse, as Administrative Agent





Financial
Statement Date:  ________________,__________





Ladies
and Gentlemen:





Reference
is made to that certain Credit Agreement dated as of June 9, 2008 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Credit
Agreement”) among Ply Gem Industries, Inc. a Delaware corporation (the
“Borrower”),
CWD Windows and Doors, Inc., Ply Gem Holdings, Inc. (“Holdings”),
the Subsidiaries of the Borrower from time to time party thereto, the Lenders
parties thereto, Credit Suisse, as Administrative Agent, U.S. Swing Line Lender
and U.S. L/C Issuer, General Electric Capital Corporation, as Collateral Agent,
Credit Suisse, Toronto Branch, as Canadian Swing Line Lender and Canadian L/C
Issuer, and Credit Suisse Securities (USA) LLC, as Sole Lead Arranger and Sole
Bookrunner. Capitalized terms used herein and not otherwise defined herein have
the meanings specified in the Credit Agreement.




The
undersigned Responsible Officer hereby certifies as of the date hereof that
he/she is the ________________________________ of the Borrower, and that, as
such, he/she is authorized to execute and deliver this Compliance Certificate to
the Administrative Agent on the behalf of the Borrower, and that:




[Use
following paragraph 1 for fiscal year-end financial statements]




1. [The
Borrower has delivered the year-end audited consolidated financial statements
required by Section
6.01(a) of the Credit Agreement for the fiscal year of the Borrower ended
as of the above date, together with the report and opinion of [KPMG LLP][an
independent certified public accountant of nationally recognized standing]
required by such section, prepared in accordance with generally accepted
auditing standards and not subject to any “going concern” or like qualification
or exception or any qualification or exception as to the scope of the
audit.]




[Use
following paragraph 1 for fiscal quarter-end financial statements]




1. [The Borrower has delivered the
unaudited consolidated financial statements required by Section 6.01(b) of
the Credit Agreement for the fiscal quarter of the Borrower ended as of the
above date. Such consolidated financial statements fairly present in all
material respects the financial condition, results of operations, shareholders’
equity and cash flows of the Borrower and its Subsidiaries in accordance with
GAAP as at such date and for such period, subject only to normal year-end audit
adjustments and the absence of footnotes.]





[Add the following statement to
paragraph 1 when a Covenant Trigger Event has occurred and is continuing and
there has been a change in generally accepted accounting principles used in the
preparation of such financial documents]





[There has been a change in the
generally accepted accounting principles used in the preparation of such
financial statements, and a statement of reconciliation conforming such
financial statements to GAAP is attached hereto.]





-218-
 EXHIBIT
D








2.  The undersigned has
reviewed and is familiar with the terms of the Credit Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the
transactions and condition (financial or otherwise) of the Borrower and its
Subsidiaries during the accounting period covered by such financial
statements.





3. A review of the activities of the
Borrower and its Subsidiaries during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such
fiscal period the Borrower and the other Loan Parties performed and observed all
its Obligations under the Loan Documents, and





[select one:]





[to the best knowledge of the
undersigned, during such fiscal period the Borrower and the other Loan Parties
performed and observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is continuing.]





--or--





[to the best knowledge of the
undersigned, the following covenants or conditions have not been performed or
observed and the following is a list of each such Default and its nature and
status:]





[Insert
the following paragraph for new Borrowings only (not conversions or
continuations)]





4. The representations and warranties
of the Borrower and the other Loan Parties contained in Article V of the
Credit Agreement or any other Loan Document, are true and correct in all
material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that for
purposes of this Compliance Certificate, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the
Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Credit Agreement, including the statements in connection with which this
Compliance Certificate is delivered.





5. [If applicable]The financial
covenant analyses and information set forth on Schedules 1 and 2 attached hereto are
true and accurate on and as of the date of this Compliance
Certificate.





IN WITNESS WHEREOF, the
undersigned has executed this Compliance Certificate as of
_________________,___________.











PLY
      GEM INDUSTRIES, INC.By:Name:
              Title:








-219-
 SCHEDULE
1 TO EXHIBIT D








For the
Quarter/Year ended_________________,_______(“Statement
Date”)





SCHEDULE
1


to the
Compliance Certificate


($ in
000’s)





I.                    Section
7.11 – Consolidated Fixed Charge Coverage Ratio.





A.             1.  Consolidated
EBITDA for Measurement Period ending on above


date
(“Subject
Period”):                                                                                                                  $__________





2.  The aggregate amount of
all Capital Expenditures made during


Subject
Period:                                                                                             $__________





3.  Taxes paid or payable
in cash with respect to the Subject Period:$__________





4.  Line I.A.1 – (Line
I.A.2 + Line
I.A.3)                                                                                                                  $__________





B.         The
sum of:





1.  Consolidated Interest
Expense for Subject Period paid in cash:$___________





2.  The aggregate principal
amount of all Mandatory Principal


Payments
made during such period, but excluding (A) any


such
payments to the extent financed through the incurrence


of
additional Indebtedness (other than Loans under the Credit


Agreement)
otherwise expressly permitted under Section
7.02


and
(B) Mandatory Principal Payments in respect of the Existing


Credit
Facility in each case made on or before the Closing
Date$___________





3.  The aggregate principal
amount of all Restricted Payments made


during
the Subject Period pursuant to Section 7.06(e) of
the Credit


Agreement                                                                                             $___________





4.  Line II.B.1 + Line
II.B.2 + Line
II.B.3                                                                                                                  $___________





C.          Consolidated
Fixed Charge Coverage Ratio (Line I.A.4 ÷ Line I.B.4):$___________





Minimum required:





Four Fiscal Quarters
Ending                                                              Minimum Consolidated
Interest Coverage Ratio


When a Covenant Trigger
Event                                                                                   1.1
to 1.0


has occurred and is
continuing











-220-
 SCHEDULE
2 TO EXHIBIT D








For
the Quarter/Year ended_________________,_______(“Statement
Date”)





SCHEDULE
2


to the
Compliance Certificate


($ in
000’s)





Consolidated
EBITDA


(in
accordance with the definition Consolidated EBITDA as set forth in the Credit
Agreement)





Consolidated
      EBITDA
            Quarter
      Ended
              
              
              _________
            Quarter
      Ended
              
              
              _________
            Quarter
      Ended
              
              
              _________
            Quarter
      Ended
              
              
              _________
            Twelve
      Months Ended
              
              _________Consolidated
      Net Income+
      Consolidated Net Income Tax Expense+
      Consolidated Amortization Expense (to the extent not included in
      Consolidated Interest Expense)+
      Restructuring Expenses+
      payments pursuant to the Advisory Agreement+
      Pro Forma Cost Savings+
      net out-of-pocket costs and expenses related to acquiring the inventory of
      a prior supplier of a company in connection with becoming a provider to
      such company (not to exceed $5,000,000 for any Measurement
      Period)+
      all other non-cash items reducing the Consolidated Net Income (excluding
      any non-cash charge that results in an accrual of a reserve for cash
      charges in any future period and excluding write-down and write-off of
      current assets)–
      the aggregate amount of all  non-cash items, determined on a
      consolidated basis, to the extent such items increased Consolidated Net
      Income for such period3=
      Consolidated EBITDA





3 The sum
of the Restructuring Expenses and Pro Forma Costs Savings added to the
Consolidated Net Income to compute Consolidated EBITA in any Measurement Period
shall not exceed 15% of such Consolidated EBITDA for such Measurement
Period.





-221-
 EXHIBIT
E-1





[FORM
OF]


ASSIGNMENT
AND ASSUMPTION





This Assignment and Assumption (the
“Assignment
and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each] Assignor identified in item 1 below
([the][each, an]4 “Assignor”)
and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”).
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, amended and restated supplemented
or otherwise modified from time to time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.





For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of [the Assignor’s][the respective Assignors’] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
[the Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned
by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and
(ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.





1.           Assignor[s]:                                           ________________________________





________________________________





2.           Assignee[s]:                                           ________________________________





________________________________


[for each Assignee, indicate
[Affiliate][Approved Fund] of [identify
Lender]]





4 Select
as applicable.





-222-
 EXHIBIT
E-1








3.           Borrower[s]:                                           _________________________________





4.           Administrative
Agent:                                           Credit
Suisse, as administrative agent under the Credit Agreement.





5.
            Credit
      Agreement:
            The
      Credit Agreement (as amended, restated, extended, supplemented or
      otherwise modified in writing from time to time, the “Credit
      Agreement”) dated as of June 9, 2008 among Ply Gem Industries, Inc.
      a Delaware corporation (the “Specified
      U.S. Borrower”), CWD Windows and Doors, Inc., (the “Canadian
      Borrower”), Ply Gem Holdings, Inc., a Delaware corporation, the
      Subsidiaries of the Borrower from time to time party thereto, the Lenders
      parties thereto, Credit Suisse, as Administrative Agent, U.S. Swing Line
      Lender and U.S. L/C Issuer, General Electric Capital Corporation, as
      Collateral Agent, Credit Suisse, Toronto Branch, as Canadian Swing Line
      Lender and Canadian L/C Issuer, and Credit Suisse Securities (USA) LLC, as
      Sole Lead Arranger and Sole
Bookrunner.


6.           Assigned
Interest:





Assignor[s]5
            Assignee[s]6
            Facility
      Assigned7
            Aggregate
      Amount of Commitment/Loans for all Lenders8
            Amount
      of Commitment/Loans Assigned9
            Percentage
      Assigned of Commitment/Loans10
            CUSIP
      Number$
            $
            %$
            $
            %$
            $
            %








5 List
each Assignor, as appropriate


6 List
each Assignee, as appropriate


7 Fill in
the appropriate terminology for the types of facilites under the Credit
Agreement that are being assigned under this Assignment (e.g. U.S. Revolving
Credit Loan, Canadian Revolving Credit Loan etc)


8 Amounts
in this column and in the collumn immediately to the right to be adjusted by the
counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date.


9 Set
forth, to at least 9 decimal places, as a percentage of the Commitment/Loans of
all Lenders thereunder.


10To be completed if the Assignor and
the Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.





-223-
 EXHIBIT
E-1





Effective
Date:  _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]





The terms
set forth in this Assignment and Assumption are hereby agreed to:








ASSIGNOR[S]








[nAME
      OF ASSIGNOR]BY:NAME:TITLE:





[nAME
      OF ASSIGNOR]BY:NAME:TITLE:





ASSIGNEE[S]








[nAME
      OF ASSIGNEE]BY:NAME:TITLE:





[nAME
      OF ASSIGNEE]BY:NAME:TITLE:














-224-
 EXHIBIT
E-2








FORM
OF
 
 
 ADMINISTRATIVE
QUESTIONNAIRE
 
 Lender Domestic
Address
 Lender Eurodollar
Address
 
 PLY GEM
INDUSTRIES, INC.
  
 Agent Information
                Agent Closing ContactCredit
      Suisse
                Fay
      RollinsEleven
      Madison Avenue
                Tel:   212-325-9041New
      York, NY   10010
                Fax:  212-538-3477
      Desktop: 212-743-1422E-Mail:
      fay.rollins@credit-suisse.com
 
 Agent Wire
Instructions
 Bank of
New York
 ABA
021000018
 Account
Name:  CS Agency Cayman Account
 Account
Number:  8900492627
 
 It
      is very important that all of the requested
      information be completed accurately and that this questionnaire be
      returned promptly.  If your institution is sub
                  allocating
      its allocation, please fill out an administrative questionnaire for each
      legal entity.
 
 Legal
Name of Lender to appear in Documentation
 
 
 Signature
Block Information
 
 •Signing
      Credit
      Agreement             ̈    Yes     
       ̈    No•Coming
      in via
      Assignment           ̈    Yes        ̈   No
 
 Type of
Lender:
 
 (Bank,
Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance,
Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose
Vehicle, Other-please specify)
  Lender
Parent:
 
 Lender Domestic Address
                Lender Eurodollar
Address


-225-
 EXHIBIT
E-2





Contacts/Notification
Methods:  Borrowings, Paydowns, Interest, Fees,
etc.


Contacts/Notification
Methods:  Borrowings, Paydowns, Interest, Fees, etc.
 
 
 Primary Credit Contact
                
                Secondary CreditContactNameCompanyTitleAddressTelephoneFacsimileE-Mail
      AddressPrimary Credit Contact
                
                Secondary CreditContactNameCompanyTitleAddress
  
   
  Lender’s
Domestic Wire Instructions
  
  Bank
      Name:ABA/Routing
      No.:Account
      Name:Account
      No.:FFC
      Account Name:FFC
      Account No.:Attention:Reference:





-226-
 EXHIBIT
E-2








Tax
Documents





NON-U.S. LENDER
INSTITUTIONS:





I.
Corporations:


If your
institution is incorporated outside of the United States for U.S. federal income
tax purposes, and is the beneficial
owner of the interest and other income it receives, you must complete one of the
following three tax forms, as applicable to your institution: a.) Form
W-8BEN (Certificate of
Foreign Status of Beneficial Owner), b.) Form
W-8ECI (Income
Effectively Connected to aU.S.Trade or Business), or c.) Form
W-8EXP (Certificate of
ForeignGovernment or
Governmental Agency).





A U.S.
taxpayer identification number is required for any institution submitting Form
W-8ECI.  It is also required on Form W-8BEN for certain institutions
claiming the benefits of a tax treaty with the U.S.  Please refer to
the instructions when completing the form applicable to your
institution.  In addition, please be advised that U.S. tax regulations
do not permit the acceptance of faxed forms.An original tax form must
be submitted.




II.
Flow-Through
Entities:


If your
institution is organized outside the U.S., and is classified for U.S. federal
income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified
Intermediary, or other non-U.S. flow-through entity, an original Form
W-8IMY (Certificate
of Foreign
Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United
States Tax Withholding) must be completed by the intermediary together
with a withholding statement.  Flow-through entities other than
Qualified Intermediaries are required to include tax forms for each of the
underlying beneficial owners.





Please
refer to the instructions when completing this form.  In addition,
please be advised that U.S. tax regulations do not permit the acceptance of
faxed forms.Original tax
form(s) must be
submitted.




U.S.LENDER
INSTITUTIONS:





If your
institution is incorporated or organized within the United
States, you must complete and return Form
W-9 (Request for Taxpayer Identification Number
and Certification). Please be advised that werequest that you submit an original
Form W-9.





Pursuant
to the language contained in the tax section of the Credit Agreement, the
applicable tax form for your institution must be completed and returned prior to
the first payment of income.  Failure to provide the proper tax form
when requested may subject your institution to U.S. tax
withholding.





-227-
 EXHIBIT
F








FORM OF
GUARANTY





[Provided
under Separate Cover]





-228-
 EXHIBIT
G-1








FORM OF
U.S. SECURITY AGREEMENT





[Provided
under Separate Cover]





-229-
 EXHIBIT
G-2








FORM OF
CANADIAN SECURITY AGREEMENT





[Provided
under Separate Cover]





-230-
 EXHIBIT
H











[FORM
OF]




[LEASEHOLD]
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING
STATEMENT




From




[MORTGAGOR]




To




GENERAL
ELECTRIC CAPITAL CORPORATION




________________________________________




Dated:
[•], 2008


Premises: [City,
State] Site #[•]




[•]
County




________________________________________










-231-
 EXHIBIT
H





THIS
[LEASEHOLD] MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT dated as of [•], 2008 (this “Mortgage”), by [MORTGAGOR], a
[•] having an office at [•] (the “Mortgagor”), to GENERAL ELECTRIC CAPITAL
CORPORATION, a [•], having an office at [•] (the “Mortgagee”) as Collateral
Agent for the Secured Parties (as such terms are defined below).




WITNESSETH
THAT:




Reference
is made to (i) the Credit Agreement dated as of June 9, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Ply Gem Holdings, Inc., a Delaware corporation (“Holdings”), Ply Gem
Industries, Inc., a Delaware corporation (the “Specified U.S. Borrower”), CWD
Windows and Doors, Inc., a Canadian corporation (the “Canadian Borrower”), the
Subsidiaries (such term and each other capitalized term used but not defined
herein having the meaning given to it in the Credit Agreement) of the Specified
U.S. Borrower from time to time party thereto as Borrowers and Guarantors, each
Lender from time to time party thereto, Credit Suisse, as Administrative Agent
(in such capacity, the “Administrative Agent”), U.S. Swing Line Lender and U.S.
L/C Issuer, General Electric Capital Corporation, as Collateral Agent (in such
capacity, the “Collateral Agent”), Credit Suisse Toronto Branch, as Canadian
Swing Line Lender and Canadian L/C Issuer, Credit Suisse Securities (USA) LLC,
as Sole Lead Arranger and Sole Bookrunner, [•], as Syndication Agent and [•], as
Documentation Agent, (ii) the U.S. Security Agreement dated as of June 9, 2008
(as amended, supplemented or otherwise modified from time to time, the “U.S.
Security Agreement”), among the Specified U.S. Borrower, Holdings, the other
Persons listed on Schedule I thereto, the Additional Grantors (as defined
therein), Collateral Agent and Administrative Agent and (iii) the U.S. Guaranty
dated as of June 9, 2008 (as amended, supplemented or otherwise modified from
time to time, the “U.S. Guaranty”), among the Specified U.S. Borrower, Holdings,
the Subsidiaries of the Specified U.S. Borrower listed on Schedule I thereto and
Collateral Agent.




In the
Credit Agreement, (i) the Lenders have agreed to make Revolving Credit Loans to
the Borrowers, (ii) the Swing Line Lenders have agreed to make Swing Line
Loans to the Borrowers and (iii) the L/C Issuers have issued or have agreed
to issue from time to time Letters of Credit for the account of the Borrowers,
in each case pursuant to, upon the terms, and subject to the conditions
specified in, the Credit Agreement.  Subject to the terms of the
Credit Agreement, the Borrowers may borrow, prepay and reborrow Revolving Credit
Loans.  The Credit Agreement provides that the sum of the principal
amount of the Loans and the Letters of Credit from time to time outstanding and
secured hereby shall not exceed $[•]11




[Mortgagor
is a Borrower and will derive substantial benefit from the making of the Loans
by the Lenders and the issuance of the Letters of Credit by the L/C
Issuers.  In order to induce the Lenders to make Loans and the L/C
Issuers to issue Letters of Credit, the







11 Modify
as appropriate for certain states such as New York where revolving loans may not
be secured by the Mortgage due to the mortgage recording tax
requirements.





-232-





Mortgagor
has agreed to grant this Mortgage to secure, among other things, the due and
punctual payment and performance of all of the Obligations (as defined below) of
the Borrowers under the Credit Agreement pursuant to the terms of the U.S.
Guaranty and the U.S. Security Agreement.




Mortgagor
is a wholly owned Subsidiary of [the Specified U.S. Borrower / a Borrower /
Holdings] and will derive substantial benefit from the making of the Loans by
the Lenders and the issuance of the Letters of Credit by the L/C
Issuers.  In order to induce the Lenders to make Loans and the L/C
Issuers to issue Letters of Credit, the Mortgagor has agreed to guarantee, among
other things, the due and punctual payment and performance of all of the
Obligations (as defined below) of the Borrowers under the Credit Agreement
pursuant to the terms of the U.S. Guaranty and the U.S. Security
Agreement.]12




The
obligations of the Lenders and the L/C Issuers to extend credit to the
Borrowers, the Hedge Banks to enter into Secured Hedge Agreements and the Cash
Management Banks to enter into Secured Cash Management Agreements, are
conditioned upon, among other things, the execution and delivery by the
Mortgagor of this Mortgage in the form hereof to secure the
Obligations.




Pursuant
to the requirements of the Credit Agreement, the Mortgagor is granting this
Mortgage to create a lien on and a security interest in the Mortgaged Property
(as hereinafter defined) to secure the performance and payment by the Mortgagor
of the Obligations (as hereinafter defined).  The Credit Agreement
also requires the granting by other Loan Parties of mortgages, deeds of trust
and/or deeds to secure debt (the “Other Mortgages”) that create liens on and
security interests in certain real and personal property other than the
Mortgaged Property to secure the performance of the Obligations.




As used
in this Mortgage, the following terms have the meanings specified
below:




“Canadian
Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Canadian Loan Party arising under any Loan Document
or otherwise with respect to any Canadian Loan, Canadian Letter of Credit,
Canadian Secured Cash Management Agreement or Canadian Secured Hedge Agreement,
whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Canadian Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such
proceeding.







12 Only
one of the two immediately preceding paragraphs should appear in any particular
Mortgage.  The first bracketed paragraph should be inserted if
Mortgagor is a Borrower.  The second brackted paragraph should be
inserted if Mortgagor is Guarantor of the Obligations.





-233-





“Canadian
Secured Parties” means, collectively, the Administrative Agent, the Collateral
Agent, the Canadian Revolving Credit Lenders, the Canadian L/C Issuer, the
Canadian Hedge Banks, the Canadian Cash Management Banks, each co-agent or
sub-agent appointed by the Administrative Agent  or the Collateral
Agent from time to time pursuant to Section 9.05 of the Credit Agreement,
and the other Persons the Canadian Obligations owing to which are or are
purported to be secured by the Canadian Collateral under the terms of the
Collateral Documents.




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




“Secured
Parties” means the U.S. Secured Parties and the Canadian Secured
Parties.




“U.S.
Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, any U.S. Loan Party arising under any Loan Document or
otherwise with respect to any U.S. Loan, U.S. Letter of Credit, U.S. Secured
Cash Management Agreement or U.S. Secured Hedge Agreement, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any U.S. Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.




“U.S.
Secured Parties” means, collectively, the Administrative Agent, the Collateral
Agent, the U.S. Revolving Credit Lenders, the U.S. L/C Issuer, the U.S. Hedge
Banks, the U.S. Cash Management Banks, each co-agent or sub-agent appointed by
any Agent from time to time pursuant to Section 9.05 of the Credit
Agreement, the Canadian Secured Parties and the other Persons the U.S.
Obligations owing to which are or are purported to be secured by the U.S.
Collateral under the terms of the Collateral Documents.




Granting
Clauses




NOW,
THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure the due and
punctual payment and performance of the Obligations for the benefit of the
Secured Parties, Mortgagor hereby grants, conveys, mortgages, assigns and
pledges to the Mortgagee, a mortgage lien on and a security interest in, all the
following described property (the “Mortgaged Property”) whether now owned or
held or hereafter acquired:




(1) [insert in fee
mortgage:the land more particularly described on
Exhibit A hereto (the “Land”), together with all rights appurtenant
thereto, including the easements over certain other adjoining land granted by
any easement agreements, covenant or restrictive agreements and all air rights,
mineral rights, water rights, oil and gas rights and development rights, if any,
relating thereto, and also together with all of the other easements, rights,
privileges, interests, hereditaments and appurtenances thereunto belonging or in
any way appertaining and all of the estate, right, title, interest, claim or
demand whatsoever of Mortgagor therein and in the streets and ways adjacent
thereto, either in law or in equity, in possession or expectancy, now or
hereafter acquired (the “Premises”); / insert in
leasehold







-234-





mortgage:all of
Mortgagor's right, title and interest in and to that certain lease covering and
encumbering that certain real property described on Exhibit A hereto (the
“Land”), which lease is more specifically described on Exhibit B hereto (as
amended or modified from time to time, the “Subject Lease”), together with all
rights of Mortgagor under the Subject Lease;]




[insert in leasehold mortgage:(2)  all of Mortgagor's right, title and interest in and to the
leasehold estate in the Land created by the Subject Lease, together with all
rights appurtenant to the Land, including the easements over certain other
adjoining land granted by any easement agreements, covenant or restrictive
agreements and all air rights, mineral rights, water rights, oil and gas rights
and development rights, if any, relating thereto, and also together with all of
the other easements, rights, privileges, interests, hereditaments and
appurtenances thereunto belonging or in any way appertaining and all of the
estate, right, title, interest, claim or demand whatsoever of Mortgagor therein
and in the streets and ways adjacent thereto, either in law or in equity, in
possession or expectancy, now or hereafter acquired (the
“Premises”);]




(2) all
of Morgagor's right, title and interest in and to all buildings, improvements,
structures, paving, parking areas, walkways and landscaping now or hereafter
erected or located upon the Land, and all fixtures of every kind and type
affixed to the Premises or attached to or forming part of any structures,
buildings or improvements and replacements thereof now or hereafter erected or
located upon the Land (the “Improvements”);




(3) all
of Morgagor's right, title and interest in and to all apparatus, movable
appliances, building materials, equipment, fittings, furnishings, furniture,
machinery and other articles of tangible personal property of every kind and
nature, and replacements thereof, now or at any time hereafter placed upon or
used in any way in connection with the use, enjoyment, occupancy or operation of
the Improvements or the Premises, including all of Mortgagor’s books and records
relating thereto and including all pumps, tanks, goods, machinery, tools,
equipment, lifts (including fire sprinklers and alarm systems, fire prevention
or control systems, cleaning rigs, air conditioning, heating, boilers,
refrigerating, electronic monitoring, water, loading, unloading, lighting,
power, sanitation, waste removal, entertainment, communications, computers,
recreational, window or structural, maintenance, truck or car repair and all
other equipment of every kind), restaurant, bar and all other indoor or outdoor
furniture (including tables, chairs, booths, serving stands, planters, desks,
sofas, racks, shelves, lockers and cabinets), bar equipment, glasses, cutlery,
uniforms, linens, memorabilia and other decorative items, furnishings,
appliances, supplies, inventory, rugs, carpets and other floor coverings,
draperies, drapery rods and brackets, awnings, venetian blinds, partitions,
chandeliers and other lighting fixtures, freezers, refrigerators, walk-in
coolers, signs (indoor and outdoor), computer systems, cash registers and
inventory control systems, and all other apparatus, equipment, furniture,
furnishings, and articles used in connection with the use or operation of the
Improvements or the Premises, it being understood that the enumeration of any
specific articles of property shall in no way result in or be held
to







-235-





exclude
any items of property not specifically mentioned (the property referred to in
this subparagraph (3), the “Personal Property”);




(4) all
of Morgagor's right, title and interest in and to all general intangibles owned
by Mortgagor and relating to design, development, operation, management and use
of the Premises or the Improvements, all certificates of occupancy, zoning
variances, building, use or other permits, approvals, authorizations and
consents obtained from and all materials prepared for filing or filed with any
governmental agency in connection with the development, use, operation or
management of the Premises and Improvements, all construction, service,
engineering, consulting, leasing, architectural and other similar contracts
concerning the design, construction, management, operation, occupancy and/or use
of the Premises and Improvements, all architectural drawings, plans,
specifications, soil tests, feasibility studies, appraisals, environmental
studies, engineering reports and similar materials relating to any portion of or
all of the Premises and Improvements, and all payment and performance bonds or
warranties or guarantees relating to the Premises or the Improvements, all to
the extent assignable (the “Permits, Plans and Warranties”);




(5) all
of Morgagor's right, title and interest in and to all now or hereafter existing
leases or licenses (under which Mortgagor is landlord or licensor) and subleases
(under which Mortgagor is sublandlord), concession, management, mineral or other
agreements of a similar kind that permit the use or occupancy of the Premises or
the Improvements for any purpose in return for any payment, or the extraction or
taking of any gas, oil, water or other minerals from the Premises in return for
payment of any fee, rent or royalty (collectively, “Leases”), and all agreements
or contracts for the sale or other disposition of all or any part of the
Premises or the Improvements, now or hereafter entered into by Mortgagor,
together with all charges, fees, income, issues, profits, receipts, rents,
revenues or royalties payable thereunder (“Rents”);




(6) all
of Morgagor's right, title and interest in and to all real estate tax refunds
and all proceeds of the conversion, voluntary or involuntary, of any of the
Mortgaged Property into cash or liquidated claims (“Proceeds”), including
Proceeds of insurance maintained by the Mortgagor and condemnation awards, any
awards that may become due by reason of the taking by eminent domain or any
transfer in lieu thereof of the whole or any part of the Premises or
Improvements or any rights appurtenant thereto, and any awards for change of
grade of streets, together with any and all moneys now or hereafter on deposit
for the payment of real estate taxes, assessments or common area charges levied
against the Mortgaged Property, unearned premiums on policies of fire and other
insurance maintained by the Mortgagor covering any interest in the Mortgaged
Property or required by the Credit Agreement; and




(7) all
of Morgagor's right, title and interest in and to all extensions, improvements,
betterments, renewals, substitutes and replacements of and all additions and
appurtenances to, the Land, the Premises, the Improvements, the Personal
Property, the Permits, Plans and Warranties and the Leases, hereinafter acquired
by or released to the Mortgagor or constructed, assembled or placed by
the







-236-





Mortgagor
on the Land, the Premises or the Improvements, and all conversions of the
security constituted thereby, immediately upon such acquisition, release,
construction, assembling, placement or conversion, as the case may be, and in
each such case, without any further mortgage, deed of trust, conveyance,
assignment or other act by the Mortgagor, all of which shall become subject to
the lien of this Mortgage as fully and completely, and with the same effect, as
though now owned by the Mortgagor and specifically described
herein.




TO HAVE
AND TO HOLD the Mortgaged Property unto the Mortgagee, its successors and
assigns, for the ratable benefit of the Secured Parties, forever, subject only
to those Liens permitted under Section 7.01 of the Credit Agreement (the
“Permitted Encumbrances”) and to satisfaction and release as provided in
Section 3.04.




1.









Representations,
      Warranties and Covenants of
Mortgagor




Mortgagor
agrees, covenants, represents and/or warrants as follows:




SECTION
1.01. Title, Mortgage
Lien.  (a)  [insert in fee
mortgage:Mortgagor has good and marketable fee simple title
to, or other applicable type of ownership interest in, the Mortgaged Property,
subject only to Permitted Encumbrances / insert in leasehold
mortgage:Mortgagor is lawfully seized and possessed of, and
has a valid, subsisting leasehold estate in, the Subject Lease, subject only to
Permitted Encumbrances.]




(b)  The
execution and delivery of this Mortgage is within Mortgagor’s corporate powers
and has been duly authorized by all necessary corporate and, if required,
stockholder action.  This Mortgage has been duly executed and
delivered by Mortgagor and constitutes a legal, valid and binding obligation of
Mortgagor, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at
law.




(c)  The
execution, delivery and recordation of this Mortgage (i) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect and except filings necessary to perfect the lien of this
Mortgage, (ii) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of Mortgagor or any order of any
Governmental Authority, (iii) will not violate or result in a default under any
indenture, agreement or other instrument binding upon Mortgagor or its assets,
or give rise to a right thereunder to require any payment to be made by
Mortgagor, and (iv) will not result in the creation or imposition of any Lien on
any asset of Mortgagor, except the lien of this Mortgage.




(d)  This
Mortgage and the Uniform Commercial Code Financing Statements described in
Section 1.09 of this Mortgage, when duly recorded in the public
records







-237-





(e)  identified
in the Perfection Certificate will create a valid, perfected and enforceable
lien upon and security interest in all of the Mortgaged Property.




(f)  Mortgagor
will forever warrant and defend its title to the Mortgaged Property, the rights
of Mortgagee therein under this Mortgage and the validity and priority of the
lien of this Mortgage thereon against the claims of all persons and parties
except those having rights under Permitted Encumbrances to the extent of those
rights.




SECTION
1.02. Credit
Agreement.  This Mortgage is given pursuant to the Credit
Agreement.  Mortgagor expressly covenants and agrees to pay when due,
and to timely perform, and to cause the other Loan Parties to pay when due, and
to timely perform, the Obligations in accordance with the terms of the Loan
Documents.




SECTION
1.03. Payment of
Taxes, and Other Obligations.  (a)  Mortgagor will
pay and discharge from time to time prior to the time when the same shall become
delinquent, and before any interest or penalty accrues thereon or attaches
thereto, all Taxes and other obligations with respect to the Mortgaged Property
or any part thereof or upon the Rents from the Mortgaged Property or arising in
respect of the occupancy, use or possession thereof in accordance with, and to
the extent required by, the Credit Agreement.




(b)  In the
event of the passage of any state, Federal, municipal or other governmental law,
order, rule or regulation subsequent to the date hereof (i) deducting from
the value of real property for the purpose of taxation any lien or encumbrance
thereon or in any manner changing or modifying the laws now in force governing
the taxation of this Mortgage or debts secured by mortgages or deeds of trust
(other than laws governing income, franchise and similar taxes generally) or the
manner of collecting taxes thereon and (ii) imposing a tax to be paid by
Mortgagee, either directly or indirectly, on this Mortgage or any of the Loan
Documents, or requiring an amount of taxes to be withheld or deducted therefrom,
Mortgagor will promptly (i) notify Mortgagee of such event, (ii) enter
into such further instruments as Mortgagee may determine are reasonably
necessary or desirable to obligate Mortgagor to make any additional payments
necessary to put the Lenders and Secured Parties in the same financial position
they would have been if such law, order, rule or regulation had not been passed
and (iii) make such additional payments to Mortgagee for the benefit of the
Lenders and Secured Parties.




SECTION
1.04. Maintenance of
Mortgaged Property.  Mortgagor will maintain the Improvements
and the Personal Property in the manner required by the Credit
Agreement.




SECTION
1.05. Insurance.  Mortgagor
will keep or cause to be kept the Improvements and Personal Property insured
against such risks, and in the manner, described in Section 8 of the U.S.
Security Agreement and shall purchase such additional insurance as may be
required from time to time pursuant to Section 6.07 of the Credit
Agreement.  Federal Emergency Management Agency Standard Flood Hazard
Determination Forms will be purchased by Mortgagor for each Mortgaged Property
on which Improvements are located.  If any portion of Improvements
constituting part of the Mortgaged Property is located in an area identified as
a special flood hazard area by Federal Emergency Management Agency or other
applicable agency, Mortgagor will purchase flood insurance in an amount
reasonably







-238-





satisfactory
to Mortgagee, but in no event less than the maximum limit of coverage available
under the National Flood Insurance Act of 1968, as amended.




SECTION
1.06. Casualty
Condemnation/Eminent Domain.  Mortgagor shall give Mortgagee
prompt written notice of any casualty or other damage to the Mortgaged Property
or any proceeding for the taking of the Mortgaged Property or any portion
thereof or interest therein under power of eminent domain or by condemnation or
any similar proceeding in accordance with, and to the extent required by, the
Credit Agreement.  Any net proceeds received by or on behalf of the
Mortgagor in respect of any such casualty, damage or taking shall, unless the
portion of the Mortgaged Property damaged is covered by Section 7.05(a) of the
Credit Agreement, constitute trust funds held by the Mortgagor for the benefit
of the Secured Parties to be applied to repair, restore or replace the Mortgaged
Property.




SECTION
1.07. Assignment of
Leases and Rents.  (a)  Mortgagor hereby irrevocably
and absolutely grants, transfers and assigns all of its right title and interest
in all Leases, together with any and all extensions and renewals thereof for
purposes of securing and discharging the performance by Mortgagor of the
Obligations.  Mortgagor has not assigned or executed any assignment
of, and will not assign or execute any assignment of, any Leases or the Rents
payable thereunder to anyone other than Mortgagee.




(b)  All
Leases shall be subordinate to the lien of this Mortgage.  Mortgagor
will not enter into, modify or amend any Lease if such Lease, as entered into,
modified or amended, will not be subordinate to the lien of this
Mortgage.




(c)  Subject
to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all
of Mortgagor’s right, title and interest in and to the Rents now or hereafter
arising from each Lease heretofore or hereafter made or agreed to by Mortgagor,
it being intended that this assignment establish, subject to
Section 1.07(d), an absolute transfer and assignment of all Rents and all
Leases to Mortgagee and not merely to grant a security interest
therein.  Subject to Section 1.07(d), Mortgagee may in
Mortgagor’s name and stead (with or without first taking possession of any of
the Mortgaged Property personally or by receiver as provided herein) operate the
Mortgaged Property and rent, lease or let all or any portion of any of the
Mortgaged Property to any party or parties at such rental and upon such terms as
Mortgagee shall, in its sole discretion, determine, and may collect and have the
benefit of all of said Rents arising from or accruing at any time thereafter or
that may thereafter become due under any Lease.




(d)  So long
as an Event of Default shall not have occurred and be continuing, Mortgagee will
not exercise any of its rights under Section 1.07(c), and Mortgagor shall
receive and collect the Rents accruing under any Lease; but after the happening
and during the continuance of any Event of Default, Mortgagee may, at its
option, receive and collect all Rents and enter upon the Premises and
Improvements through its officers, agents, employees or attorneys for such
purpose and for the operation and maintenance thereof.  Mortgagor
hereby irrevocably authorizes and directs each tenant, if any, and each
successor, if any, to the interest of any tenant under any Lease, respectively,
to rely upon any notice of a claimed Event of Default sent by Mortgagee to any
such tenant or any of such tenant’s successors in interest, and thereafter to
pay Rents to Mortgagee without any obligation or right to inquire







-239-





as to
whether an Event of Default actually exists and even if some notice to the
contrary is received from the Mortgagor, who shall have no right or claim
against any such tenant or successor in interest for any such Rents so paid to
Mortgagee.  Each tenant or any of such tenant’s successors in interest
from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee
shall have collected any Rents, shall be authorized to pay Rents to Mortgagor
only after such tenant or any of their successors in interest shall have
received written notice from Mortgagee that the Event of Default is no longer
continuing, unless and until a further notice of an Event of Default is given by
Mortgagee to such tenant or any of its successors in interest.




(e)  Mortgagee
will not become a mortgagee in possession so long as it does not enter or take
actual possession of the Mortgaged Property.  In addition, Mortgagee
shall not be responsible or liable for performing any of the obligations of the
landlord under any Lease, for any waste by any tenant, or others, for any
dangerous or defective conditions of any of the Mortgaged Property, for
negligence in the management, upkeep, repair or control of any of the Mortgaged
Property or any other act or omission by any other person.




(f)  Mortgagor
shall furnish to Mortgagee, within 30 days after a request by Mortgagee to
do so, a written statement containing the names of all tenants, subtenants and
concessionaires of the Premises or Improvements, the terms of any Lease, the
space occupied and the rentals and/or other amounts payable
thereunder.




SECTION
1.08. Restrictions on
Transfers and Encumbrances.  Mortgagor shall not directly or
indirectly sell, convey, alienate, assign, lease, sublease, license, mortgage,
pledge, encumber or otherwise transfer, create, consent to or suffer the
creation of any lien, charge or other form of encumbrance upon any interest in
or any part of the Mortgaged Property that is not a Permitted Encumbrance, or be
divested of its title to the Mortgaged Property or any interest therein in any
manner or way, whether voluntarily or involuntarily (other than resulting from a
condemnation), or engage in any common, cooperative, joint, time-sharing or
other congregate ownership of all or part thereof, except in each case in
accordance with and to the extent permitted by the Credit Agreement; provided, that
Mortgagor may, in the ordinary course of business and in accordance with
reasonable commercial standards, enter into easement or covenant agreements that
relate to and/or benefit the operation of the Mortgaged Property and that do not
materially and adversely affect the value, use or operation of the Mortgaged
Property.




SECTION
1.09. Security
Agreement.  This Mortgage is both a mortgage of real property
and a grant of a security interest in personal property, and shall constitute
and serve as a “Security Agreement” within the meaning of the uniform commercial
code as adopted in the state wherein the Premises are located
(“UCC”).  Mortgagor has hereby granted unto Mortgagee a security
interest in and to all the Mortgaged Property described in this Mortgage that is
not real property, and simultaneously with the recording of this Mortgage,
Mortgagor has filed or will file UCC financing statements, and will file
continuation statements prior to the lapse thereof, at the appropriate offices
in the jurisdiction of formation of the Mortgagor to perfect the security
interest granted by this Mortgage in all the Mortgaged Property that is not real
property.  Mortgagor hereby appoints Mortgagee as its true and lawful
attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in
any and all capacities, to







-240-





execute
any document and to file the same in the appropriate offices (to the extent it
may lawfully do so), and to perform each and every act and thing reasonably
requisite and necessary to be done to perfect the security interest contemplated
by the preceding sentence.  Mortgagee shall have all rights with
respect to the part of the Mortgaged Property that is the subject of a security
interest afforded by the UCC in addition to, but not in limitation of, the other
rights afforded Mortgagee hereunder and under the Guarantee and Collateral
Agreement.




SECTION
1.10. Filing and
Recording.  Mortgagor will cause this Mortgage, the UCC
financing statements referred to in Section 1.09, any other security instrument
creating a security interest in or evidencing the lien hereof upon the Mortgaged
Property and each UCC continuation statement and instrument of further assurance
to be filed, registered or recorded and, if necessary, refiled, rerecorded and
reregistered, in such manner and in such places as may be required by any
present or future law in order to publish notice of and fully to perfect the
lien hereof upon, and the security interest of Mortgagee in, the Mortgaged
Property until this Mortgage is terminated and released in full in accordance
with Section 3.04 hereof.  Mortgagor will pay all filing, registration
and recording fees, all Federal, state, county and municipal recording,
documentary or intangible taxes and other taxes, duties, imposts, assessments
and charges, and all reasonable expenses incidental to or arising out of or in
connection with the execution, delivery and recording of this Mortgage, UCC
continuation statements any mortgage supplemental hereto, any security
instrument with respect to the Personal Property, Permits, Plans and Warranties
and Proceeds or any instrument of further assurance.




SECTION
1.11. Further
Assurances.  Upon demand by Mortgagee, Mortgagor will, at the
cost of Mortgagor and without expense to Mortgagee, do, execute, acknowledge and
deliver all such further acts, deeds, conveyances, mortgages, assignments,
notices of assignment, transfers and assurances as Mortgagee shall from time to
time reasonably require for the better assuring, conveying, assigning,
transferring and confirming unto Mortgagee the property and rights hereby
conveyed or assigned or intended now or hereafter so to be, or which Mortgagor
may be or may hereafter become bound to convey or assign to Mortgagee, or for
carrying out the intention or facilitating the performance of the terms of this
Mortgage, or for filing, registering or recording this Mortgage, and on demand,
Mortgagor will also execute and deliver and hereby appoints Mortgagee as its
true and lawful attorney-in-fact and agent, for Mortgagor and in its name, place
and stead, in any and all capacities, to execute and file to the extent it may
lawfully do so, one or more financing statements, chattel mortgages or
comparable security instruments reasonably requested by Mortgagee to evidence
more effectively the lien hereof upon the Personal Property and to perform each
and every act and thing requisite and necessary to be done to accomplish the
same.




SECTION
1.12. Additions to
Mortgaged Property.  All right, title and interest of Mortgagor
in and to all extensions, improvements, betterments, renewals, substitutions and
replacements of, and all additions and appurtenances to, the Mortgaged Property
hereafter acquired by or released to Mortgagor or constructed, assembled or
placed by Mortgagor upon the Premises or the Improvements, and all conversions
of the security constituted thereby, immediately upon such acquisition, release,
construction, assembling, placement or conversion, as the case may be, and in
each such case without any further mortgage,







-241-





conveyance,
assignment or other act by Mortgagor, shall become subject to the lien and
security interest of this Mortgage as fully and completely and with the same
effect as though now owned by Mortgagor and specifically described in the grant
of the Mortgaged Property above, but at any and all times Mortgagor will execute
and deliver to Mortgagee any and all such further assurances, mortgages,
conveyances or assignments thereof as Mortgagee may reasonably require for the
purpose of expressly and specifically subjecting the same to the lien and
security interest of this Mortgage.




SECTION
1.13. No Claims
Against Mortgagee.  Nothing contained in this Mortgage shall
constitute any consent or request by Mortgagee, express or implied, for the
performance of any labor or services or the furnishing of any materials or other
property in respect of the Mortgaged Property or any part thereof, nor as giving
Mortgagor any right, power or authority to contract for or permit the
performance of any labor or services or the furnishing of any materials or other
property in such fashion as would permit the making of any claim against
Mortgagee in respect thereof.




SECTION
1.14. Fixture
Filing.  (a)  Certain portions of the Mortgaged
Property are or will become “fixtures” (as that term is defined in the UCC) on
the Land, and this Mortgage, upon being filed for record in the real estate
records of the county wherein such fixtures are situated, shall operate also as
a financing statement filed as a fixture filing in accordance with the
applicable provisions of said UCC upon such portions of the Mortgaged Property
that are or become fixtures.




(b)  The real
property to which the fixtures relate is described in Exhibit A attached
hereto.  [The record owner of the real property described in Exhibit A
attached hereto is Mortgagor.]13  The name, type of organization and
jurisdiction of organization of the debtor for purposes of this financing
statement are the name, type of organization and jurisdiction of organization of
the Mortgagor set forth in the first paragraph of this Mortgage, and the name of
the secured party for purposes of this financing statement is the name of the
Mortgagee set forth in the first paragraph of this Mortgage.  The
mailing address of the Mortgagor/debtor is the address of the Mortgagor set
forth in the first paragraph of this Mortgage.  The mailing address of
the Mortgagee/secured party from which information concerning the security
interest hereunder may be obtained is the address of the Mortgagee set forth in
the first paragraph of this Mortgage.  Mortgagor’s organizational
identification number is [•].




















Defaults and
Remedies




SECTION
2.01. Events of
Default.  Any Event of Default under the Credit Agreement (as
such term is defined therein) shall constitute an Event of Default under this
Mortgage.







13 Modify
as appropriate for Leasehold Mortgage.





-242-





SECTION
2.02. Demand for
Payment.  If an Event of Default shall occur and be continuing,
then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee all
amounts due hereunder and under the Credit Agreement and the other Loan
Documents and such further amount as shall be sufficient to cover the costs and
expenses of collection, including attorneys’ fees, disbursements and expenses
incurred by Mortgagee, and Mortgagee shall be entitled and empowered to
institute an action or proceedings at law or in equity for the collection of the
sums so due and unpaid, to prosecute any such action or proceedings to judgment
or final decree, to enforce any such judgment or final decree against Mortgagor
and to collect, in any manner provided by law, all moneys adjudged or decreed to
be payable.




SECTION
2.03. Rights To Take
Possession, Operate and Apply Revenues.  (a)  If an
Event of Default shall occur and be continuing, Mortgagor shall, upon demand of
Mortgagee, forthwith surrender to Mortgagee actual possession of the Mortgaged
Property and, if and to the extent not prohibited by applicable  law,
Mortgagee itself, or by such officers or agents as it may appoint, may then
enter and take possession of all the Mortgaged Property without the appointment
of a receiver or an application therefor, exclude Mortgagor and its agents and
employees wholly therefrom, and have access to the books, papers and accounts of
Mortgagor.




(b)  If
Mortgagor shall for any reason fail to surrender or deliver the Mortgaged
Property or any part thereof after such demand by Mortgagee, Mortgagee may to
the extent not prohibited by applicable law, obtain a judgment or decree
conferring upon Mortgagee the right to immediate possession or requiring
Mortgagor to deliver immediate possession of the Mortgaged Property to
Mortgagee, to the entry of which judgment or decree Mortgagor hereby
specifically consents.  Mortgagor will pay to Mortgagee, upon demand,
all reasonable expenses of obtaining such judgment or decree, including
reasonable compensation to Mortgagee’s attorneys and agents with interest
thereon at the rate per annum applicable to overdue amounts under the Credit
Agreement as provided in Section 2.08(b) of the Credit Agreement (the
“Interest Rate”); and all such expenses and compensation shall, until paid, be
secured by this Mortgage.




(c)  Upon
every such entry or taking of possession, Mortgagee may, to the extent not
prohibited by applicable law, hold, store, use, operate, manage and control the
Mortgaged Property, conduct the business thereof and, from time to time,
(i) make all necessary and proper maintenance, repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon,
(ii) purchase or otherwise acquire additional fixtures, personalty and
other property, (iii) insure or keep the Mortgaged Property insured,
(iv) manage and operate the Mortgaged Property and exercise all the rights
and powers of Mortgagor to the same extent as Mortgagor could in its own name or
otherwise with respect to the same, or (v) enter into any and all
agreements with respect to the exercise by others of any of the powers herein
granted Mortgagee, all as may from time to time be directed or determined by
Mortgagee to be in its best interest and Mortgagor hereby appoints Mortgagee as
its true and lawful attorney-in-fact and agent, for Mortgagor and in its name,
place and stead, in any and all capacities, to perform any of the foregoing
acts. Mortgagee may collect and receive all the Rents, issues, profits and
revenues from the Mortgaged Property, including those past due as well as those
accruing thereafter, and, after deducting (i) all







-243-





(d)  expenses
of taking, holding, managing and operating the Mortgaged Property (including
compensation for the services of all persons employed for such purposes),
(ii) the costs of all such maintenance, repairs, renewals, replacements,
additions, betterments, improvements, purchases and acquisitions, (iii) the
costs of insurance, (iv) such taxes, assessments and other similar charges
as Mortgagee may at its option pay, (v) other proper charges upon the
Mortgaged Property or any part thereof and (vi) the compensation, expenses
and disbursements of the attorneys and agents of Mortgagee, Mortgagee shall
apply the remainder of the moneys and proceeds so received first to the payment
of the Mortgagee for the satisfaction of the Obligations, and second, if there
is any surplus, to Mortgagor, subject to the entitlement of others thereto under
applicable law.




(e)  Whenever,
before any sale of the Mortgaged Property under Section 2.06, all
Obligations that are then due shall have been paid and all Events of Default
fully cured, Mortgagee will surrender possession of the Mortgaged Property back
to Mortgagor, its successors or assigns.  The same right of taking
possession shall, however, arise again if any subsequent Event of Default shall
occur and be continuing.




SECTION
2.04. Right To Cure
Mortgagor’s Failure to Perform.  Should Mortgagor fail in the
payment, performance or observance of any term, covenant or condition required
by this Mortgage or the Credit Agreement (with respect to the Mortgaged
Property), Mortgagee may pay, perform or observe the same, and all payments made
or costs or expenses incurred by Mortgagee in connection therewith shall be
secured hereby and shall be, without demand, immediately repaid by Mortgagor to
Mortgagee with interest thereon at the Interest Rate.  Mortgagee shall
be the judge using reasonable discretion of the necessity for any such actions
and of the amounts to be paid.  Mortgagee is hereby empowered to enter
and to authorize others to enter upon the Premises or the Improvements or any
part thereof for the purpose of performing or observing any such defaulted term,
covenant or condition without having any obligation to so perform or observe and
without thereby becoming liable to Mortgagor, to any person in possession
holding under Mortgagor or to any other person.




SECTION
2.05. Right to a
Receiver.  If an Event of Default shall occur and be
continuing, Mortgagee, upon application to a court of competent jurisdiction,
shall be entitled as a matter of right to the appointment of a receiver to take
possession of and to operate the Mortgaged Property and to collect and apply the
Rents.  The receiver shall have all of the rights and powers permitted
under the laws of the state wherein the Mortgaged Property is
located.  Mortgagor shall pay to Mortgagee upon demand all reasonable
expenses, including receiver’s fees, reasonable attorney’s fees and
disbursements, costs and agent’s compensation incurred pursuant to the
provisions of this Section 2.05; and all such expenses shall be secured by
this Mortgage and shall be, without demand, immediately repaid by Mortgagor to
Mortgagee with interest thereon at the Interest Rate.




SECTION
2.06. Foreclosure and
Sale.  (a)  If an Event of Default shall occur and be
continuing, Mortgagee may elect to sell the Mortgaged Property or any part of
the Mortgaged Property by exercise of the power of foreclosure or of sale
granted to Mortgagee by applicable law or this Mortgage.  In such
case, Mortgagee may commence a civil action to foreclose this Mortgage, or it
may proceed and sell the Mortgaged Property to satisfy any
Obligation.  Mortgagee or an officer appointed by a judgment of
foreclosure to sell the







-244-





Mortgaged
Property, may sell all or such parts of the Mortgaged Property as may be chosen
by Mortgagee at the time and place of sale fixed by it in a notice of sale,
either as a whole or in separate lots, parcels or items as Mortgagee shall deem
expedient, and in such order as it may determine, at public auction to the
highest bidder.  Mortgagee or an officer appointed by a judgment of
foreclosure to sell the Mortgaged Property may postpone any foreclosure or other
sale of all or any portion of the Mortgaged Property by public announcement at
such time and place of sale, and from time to time thereafter may postpone such
sale by public announcement or subsequently noticed sale.  Without
further notice, Mortgagee or an officer appointed to sell the Mortgaged Property
may make such sale at the time fixed by the last postponement, or may, in its
discretion, give a new notice of sale.  Any person, including
Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at
such sale.




(b)  The
Mortgaged Property may be sold subject to unpaid taxes and Permitted
Encumbrances, and, after deducting all costs, fees and expenses of Mortgagee
(including costs of evidence of title in connection with the sale), Mortgagee or
an officer that makes any sale shall apply the proceeds of sale in the manner
set forth in Section 2.08.




(c)  Any
foreclosure or other sale of less than the whole of the Mortgaged Property or
any defective or irregular sale made hereunder shall not exhaust the power of
foreclosure or of sale provided for herein; and subsequent sales may be made
hereunder until the Obligations have been satisfied, or the entirety of the
Mortgaged Property has been sold.




(d)  If an
Event of Default shall occur and be continuing, Mortgagee may instead of, or in
addition to, exercising the rights described in Section 2.06(a) above and
either with or without entry or taking possession as herein permitted, proceed
by a suit or suits in law or in equity or by any other appropriate proceeding or
remedy (i) to specifically enforce payment of some or all of the
Obligations, or the performance of any term, covenant, condition or agreement of
this Mortgage or any other Loan Document or any other right, or (ii) to
pursue any other remedy available to Mortgagee, all as Mortgagee shall determine
most effectual for such purposes.




SECTION
2.07. Other
Remedies.  (a)  In case an Event of Default shall
occur and be continuing, Mortgagee may also exercise, to the extent not
prohibited by law, any or all of the remedies available to a secured party under
the UCC.




(b)  In
connection with a sale of the Mortgaged Property or any Personal Property and
the application of the proceeds of sale as provided in Section 2.08,
Mortgagee shall be entitled to enforce payment of and to receive up to the
principal amount of the Obligations, plus all other charges, payments and costs
due under this Mortgage, and to recover a deficiency judgment for any portion of
the aggregate principal amount of the Obligations remaining unpaid, with
interest.




SECTION
2.08. Application of
Sale Proceeds and Rents.  After any foreclosure sale of all or
any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of
the sale together with any Rents that may have been collected and any other sums
that then may be held by Mortgagee under this Mortgage as follows:







-245-





First, to payment of
that of all costs and expenses incurred by the Mortgagee and Administrative
Agent and the Collateral Agent (in their respective capacities as such hereunder
or under any other U.S. Loan Document) in connection with the collection, sale,
foreclosure or realization upon any Mortgaged Property or otherwise in
connection with this Mortgage, any other U.S. Loan Document or any of the U.S.
Obligations, including all court costs and the fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Mortgagee,
Administrative Agent and/or the Collateral Agent hereunder or under any other
U.S. Loan Document on behalf of Holdings or any U.S. Subsidiary Guarantor and
any other costs of expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other U.S. Loan Document;




Second, to payment in
full of U.S. Unfunded Advances/Participations (the amounts so applied to be
distributed between or among the Administrative Agent, the U.S. Swing Line
Lender and the U.S. L/C Issuer pro rata in accordance with the amounts of U.S.
Unfunded Advances/Participations owed to them on the date of such
distribution);




Third, to payment in
full of all other U.S. Obligations (the amounts so applied to be distributed
among the U.S. Secured Parties pro rata in accordance with the amounts of the
U.S. Obligations owed to them on the date of any such
distribution);




Fourth, to the
Canadian Obligations in the order set forth in Section 8.03(b) of the
Credit Agreement;




Fifth, as provided
for under the Intercreditor Agreement; and




Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrowers or as otherwise required by Law.




The
Mortgagee shall have absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this
Mortgage.  Upon any sale of the Mortgaged Property by the Mortgagee
(including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Mortgagee or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged
Property so sold and such purchaser or purchasers shall not be obligated to see
to the application of any part of the purchase money paid over to the Mortgagee
or such officer or be answerable in any way for the misapplication
thereof.




SECTION
2.09. Mortgagor as
Tenant Holding Over.  If Mortgagor remains in possession of any
of the Mortgaged Property after any foreclosure sale by Mortgagee, at
Mortgagee’s election Mortgagor shall be deemed a tenant holding over and shall
forthwith surrender possession to the purchaser or purchasers at such sale or be
summarily dispossessed or evicted according to provisions of law applicable to
tenants holding over.




SECTION
2.10. Waiver of
Appraisement, Valuation, Stay, Extension and Redemption
Laws.  Mortgagor waives, to the extent not prohibited by law,
(i) the benefit of all laws now existing or that hereafter may be enacted
(x) providing for any appraisement or valuation of any portion of the
Mortgaged Property and/or (y) in any way extending the time







-246-





for the
enforcement or the collection of amounts due under any of the Obligations or
creating or extending a period of redemption from any sale made in collecting
said debt or any other amounts due Mortgagee, (ii) any right to at any time
insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any homestead exemption, stay, statute of
limitations, extension or redemption, or sale of the Mortgaged Property as
separate tracts, units or estates or as a single parcel in the event of
foreclosure or notice of deficiency, and (iii) all rights of redemption,
valuation, appraisement, stay of execution, notice of election to mature or
declare due the whole of or each of the Obligations and marshaling in the event
of foreclosure of this Mortgage.




SECTION
2.11. Discontinuance
of Proceedings.  In case Mortgagee shall proceed to enforce any
right, power or remedy under this Mortgage by foreclosure, entry or otherwise,
and such proceedings shall be discontinued or abandoned for any reason, or shall
be determined adversely to Mortgagee, then and in every such case Mortgagor and
Mortgagee shall be restored to their former positions and rights hereunder, and
all rights, powers and remedies of Mortgagee shall continue as if no such
proceeding had been taken.




SECTION
2.12. Suits To Protect
the Mortgaged Property.  Mortgagee shall have power (a) to
institute and maintain suits and proceedings to prevent any impairment of the
Mortgaged Property by any acts that may be unlawful or in violation of this
Mortgage, (b) to preserve or protect its interest in the Mortgaged Property
and in the Rents arising therefrom and (c) to restrain the enforcement of
or compliance with any legislation or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of or
compliance with such enactment, rule or order would impair the security or be
prejudicial to the interest of Mortgagee hereunder.




SECTION
2.13. Filing Proofs of
Claim.  In case of any receivership, insolvency, bankruptcy,
reorganization, arrangement, adjustment, composition or other proceedings
affecting Mortgagor, Mortgagee shall, to the extent permitted by law, be
entitled to file such proofs of claim and other documents as may be necessary or
advisable in order to have the claims of Mortgagee allowed in such proceedings
for the Obligations secured by this Mortgage at the date of the institution of
such proceedings and for any interest accrued, late charges and additional
interest or other amounts due or that may become due and payable hereunder after
such date.




SECTION
2.14. Possession by
Mortgagee.  Notwithstanding the appointment of any receiver,
liquidator or trustee of Mortgagor, any of its property or the Mortgaged
Property, Mortgagee shall be entitled, to the extent not prohibited by law, to
remain in possession and control of all parts of the Mortgaged Property now or
hereafter granted under this Mortgage to Mortgagee in accordance with the terms
hereof and applicable law.




SECTION
2.15. Waiver.  (a)  No
delay or failure by Mortgagee to exercise any right, power or remedy accruing
upon any breach or Event of Default shall exhaust or impair any such right,
power or remedy or be construed to be a waiver of any such breach or Event of
Default or acquiescence therein; and every right, power and remedy given by this
Mortgage to Mortgagee may be exercised from time to time and as often as may be
deemed expedient by Mortgagee.  No consent or waiver by Mortgagee to
or of any breach or Event of Default







-247-





by
Mortgagor in the performance of the Obligations shall be deemed or construed to
be a consent or waiver to or of any other breach or Event of Default in the
performance of the same or of any other Obligations by Mortgagor
hereunder.  No failure on the part of Mortgagee to complain of any act
or failure to act or to declare an Event of Default, irrespective of how long
such failure continues, shall constitute a waiver by Mortgagee of its rights
hereunder or impair any rights, powers or remedies consequent on any future
Event of Default by Mortgagor.




(b)  Even if
Mortgagee (i) grants some forbearance or an extension of time for the
payment of any sums secured hereby, (ii) takes other or additional security
for the payment of any sums secured hereby, (iii) waives or does not
exercise some right granted herein or under the Loan Documents,
(iv) releases a part of the Mortgaged Property from this Mortgage,
(v) agrees to change some of the terms, covenants, conditions or agreements
of any of the Loan Documents, (vi) consents to the filing of a map, plat or
replat affecting the Premises, (vii) consents to the granting of an
easement or other right affecting the Premises or (viii) makes or consents
to an agreement subordinating Mortgagee’s lien on the Mortgaged Property
hereunder; no such act or omission shall preclude Mortgagee from exercising any
other right, power or privilege herein granted or intended to be granted in the
event of any breach or Event of Default then made or of any subsequent default;
nor, except as otherwise expressly provided in an instrument executed by
Mortgagee, shall this Mortgage be altered thereby.  In the event of
the sale or transfer by operation of law or otherwise of all or part of the
Mortgaged Property, Mortgagee is hereby authorized and empowered to deal with
any vendee or transferee with reference to the Mortgaged Property secured
hereby, or with reference to any of the terms, covenants, conditions or
agreements hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging any
liabilities, obligations or undertakings.




SECTION
2.16. Waiver of Trial
by Jury.  To the fullest extent permitted by applicable law,
Mortgagor and Mortgagee each hereby irrevocably and unconditionally waive trial
by jury in any action, claim, suit or proceeding relating to this Mortgage and
for any counterclaim brought therein.  Mortgagor hereby waives all
rights to interpose any counterclaim in any suit brought by Mortgagee hereunder
and all rights to have any such suit consolidated with any separate suit, action
or proceeding.




SECTION
2.17. Remedies
Cumulative.  No right, power or remedy conferred upon or
reserved to Mortgagee by this Mortgage is intended to be exclusive of any other
right, power or remedy, and each and every such right, power and remedy shall be
cumulative and concurrent and in addition to any other right, power and remedy
given hereunder or now or hereafter existing at law or in equity or by
statute.







-248-















Miscellaneous




SECTION
3.01. Partial
Invalidity.  In the event any one or more of the provisions
contained in this Mortgage shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such validity, illegality or unenforceability
shall, at the option of Mortgagee, not affect any other provision of this
Mortgage, and this Mortgage shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein or therein.




SECTION
3.02. Notices.  All
notices and communications hereunder shall be in writing and given to Mortgagor
in accordance with the terms of the Credit Agreement at the address set forth on
the first page of this Mortgage and to the Mortgagee as provided in the Credit
Agreement.




SECTION
3.03. Successors and
Assigns.  All of the grants, covenants, terms, provisions and
conditions herein shall run with the Premises and the Improvements and shall
apply to, bind and inure to, the benefit of the permitted successors and assigns
of Mortgagor and the successors and assigns of Mortgagee.




SECTION
3.04. Satisfaction and
Cancelation.  (a)  The conveyance to Mortgagee of the
Mortgaged Property as security created and consummated by this Mortgage shall be
null and void when (i) the termination of the Aggregate Commitments and payment
in full of all Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management
Agreements and Secured Hedge Agreements as to which arrangements satisfactory to
the applicable Cash Management Bank or Hedge Bank shall have been made) and (ii)
the expiration or termination of all Letters of Credit (other than Letters of
Credit as to which other arrangements satisfactory to the Collateral Agent and
the applicable L/C Issuer shall have been made).




(b)  Upon any
sale, transfer or other disposition of any Mortgaged Property permitted by, and
in accordance with, the terms of the Loan Documents, or upon the effectiveness
of any consent to the release of the security interest granted hereby in any
Mortgagd Property pursuant to Section 9.10 of the Credit Agreement, or upon the
release of Mortgagor from its obligations under the U.S. Guaranty, if any, in
accordance with the terms of the Loan Documents, the Mortgagee will, at
Mortgagor’s expense, execute and deliver to Mortgagor such documents as
Mortgagor shall reasonably request to evidence the release of such Mortgaged
Property from the Lien and security interest granted hereby; provided, however, that (i)
at the time of such request and such release no Default shall have occurred and
be continuing and (ii) Mortgagor shall have delivered to the Collateral Agent,
at least ten Business Days prior to the date of the proposed release, a written
request for release describing the Mortgaged Property and the terms of the sale,
transfer or other disposition in reasonable detail, including, without
limitation, the price thereof and any expenses in connection therewith, together
with a form of release for execution by the Mortgagee and a certificate of
Mortgagor to the effect that the transaction is in compliance with the Loan
Documents and as to such other matters as the Mortgagee may request and (iii)
the proceeds of any such sale, lease, transfer or other disposition required to
be applied, or any payment to







-249-





be made
in connection therewith, in accordance with Section 2.05 of the Credit Agreement
shall, to the extent so required, be paid or made to, or in accordance with the
instructions of, the Mortgagee when and as required under Section 2.05 of the
Credit Agreement.




(c)  In
connection with any termination or release pursuant to paragraph (a) or (b)
above, the Mortgagee shall promptly execute and deliver to Mortgagor, at
Mortgagor’s expense, all such documents that Mortgagor shall reasonably request
to evidence such termination or release, or at Mortgagor’s reasonable request,
to implement an assignment of such Mortgage.  Any execution and
delivery of documents pursuant to this Section 3.04 shall be without
recourse to or representation or warranty by the Mortgagee or any Secured
Party.  Without limiting the provisions of Section 3.05 of the U.S.
Guaranty, the Borrowers shall reimburse the Mortgagee upon demand for all costs
and out of pocket expenses, including the fees, charges and expenses of counsel,
incurred by it in connection with any action contemplated by this Section
3.04.




SECTION
3.05 Definitions.  As
used in this Mortgage, the singular shall include the plural as the context
requires and the following words and phrases shall have the following meanings:
(a) “including” shall mean “including but not limited to”;
(b) “provisions” shall mean “provisions, terms, covenants and/or
conditions”; (c) “lien” shall mean “lien, charge, encumbrance, security
interest, mortgage or deed of trust”; (d) “obligation” shall mean
“obligation, duty, covenant and/or condition”; and (e) “any of the
Mortgaged Property” shall mean “the Mortgaged Property or any part thereof or
interest therein”.  Any act that Mortgagee is permitted to perform
hereunder may be performed at any time and from time to time by Mortgagee or any
person or entity designated by Mortgagee.  Any act that is prohibited
to Mortgagor hereunder is also prohibited to all lessees of any of the Mortgaged
Property.  Each appointment of Mortgagee as attorney-in-fact for
Mortgagor under the Mortgage is irrevocable, with power of substitution and
coupled with an interest.  Subject to the applicable provisions
hereof, Mortgagee has the right to refuse to grant its consent, approval or
acceptance or to indicate its satisfaction, in its sole discretion, whenever
such consent, approval, acceptance or satisfaction is required
hereunder.




SECTION
3.06. Multisite Real
Estate Transaction.  Mortgagor acknowledges that this Mortgage
is one of a number of Other Mortgages and Security Documents that secure the
Obligations.  Mortgagor agrees that the lien of this Mortgage shall be
absolute and unconditional and shall not in any manner be affected or impaired
by any acts or omissions whatsoever of Mortgagee, and without limiting the
generality of the foregoing, the lien hereof shall not be impaired by any
acceptance by the Mortgagee of any security for or guarantees of any of the
Obligations hereby secured, or by any failure, neglect or omission on the part
of Mortgagee to realize upon or protect any Obligation or indebtedness hereby
secured or any collateral security therefor including the Other Mortgages and
other Security Documents.  The lien hereof shall not in any manner be
impaired or affected by any release (except as to the property released), sale,
pledge, surrender, compromise, settlement, renewal, extension, indulgence,
alteration, changing, modification or disposition of any of the Obligations
secured or of any of the collateral security therefor, including the Other
Mortgages and other Security Documents or of any guarantee thereof, and
Mortgagee may at its discretion foreclose, exercise any power of sale, or
exercise any other remedy available to







-250-





it under
any or all of the Other Mortgages and other Security Documents without first
exercising or enforcing any of its rights and remedies
hereunder.  Such exercise of Mortgagee’s rights and remedies under any
or all of the Other Mortgages and other Security Documents shall not in any
manner impair the indebtedness hereby secured or the lien of this Mortgage and
any exercise of the rights or remedies of Mortgagee hereunder shall not impair
the lien of any of the Other Mortgages and other Security Documents or any of
Mortgagee’s rights and remedies thereunder.  Mortgagor specifically
consents and agrees that Mortgagee may exercise its rights and remedies
hereunder and under the Other Mortgages and other Security Documents separately
or concurrently and in any order that it may deem appropriate and waives any
rights of subrogation.




SECTION
3.07.No Oral
Modification.  This Mortgage may not be changed or terminated
orally.  Any agreement made by Mortgagor and Mortgagee after the date
of this Mortgage relating to this Mortgage shall be superior to the rights of
the holder of any intervening or subordinate Mortgage, lien or
encumbrance.




SECTION
3.08. Intercreditor
Agreement.  Reference is made to the
Lien Subordination and Intercreditor Agreement dated as of June 9, 2008, among
General Electric Capital Corporation, as Collateral Agent for the Revolving
Facility Secured Parties referred to therein, U.S. Bank National Association, as
Trustee and as Noteholder Collateral Agent, Ply Gem Holdings, Inc., Ply Gem
Industries, Inc. and the subsidiaries of Ply Gem Industries, Inc. named therein
(the “Intercreditor Agreement”).  Notwithstanding any other provision
contained herein, this Mortgage, the Liens created hereby and the rights,
remedies, duties and obligations provided for herein are subject in all respects
to the provisions of the Intercreditor Agreement and, to the extent provided
therein, the applicable Senior Secured Obligations Security Documents (as
defined in the Intercreditor Agreement).  In the event of any conflict
or inconsistency between the provisions of this Mortgage and the Intercreditor
Agreement, the provisions of the Intercreditor Agreement shall
control.




















Particular
Provisions




This
Mortgage is subject to the following provisions relating to the particular laws
of the state wherein the Premises are located:




SECTION
4.01. Applicable Law;
Certain Particular Provisions.  This Mortgage shall be governed
by and construed in accordance with the internal law of the state where the
Mortgaged Property is located, except that Mortgagor expressly acknowledges that
by their terms, the Credit Agreement and other Loan Documents (aside from those
Other Mortgages to be recorded outside New York) shall be governed by the
internal law of the State of New York, without regard to principles of
conflict of law.  Mortgagor and Mortgagee agree to submit to
jurisdiction and the laying of venue for any suit on this Mortgage in the state
where the Mortgaged Property is located.  The terms and provisions set
forth in Appendix A







-251-





attached
hereto are hereby incorporated by reference as though fully set forth
herein.  In the event of any conflict between the terms and provisions
contained in the body of this Mortgage and the terms and provisions set forth in
Appendix A, the terms and provisions set forth in Appendix A shall
govern and control.



















[insert in leasehold
mortgage:









Subject
Lease




SECTION
5.01.  The
Subject Lease.  (a)  The Subject Lease is a valid and
subsisting lease of that portion of the Premises demised thereunder for the term
therein set forth, is in full force and effect in accordance with the terms
thereof, and has not been modified except as expressly set forth
herein.  No material default exists by Mortgagor, or to Mortgagor's
knowledge, by the lessor, and to the best knowledge of Mortgagor, no event or
act has occurred and no condition exists which with the passage of time or the
giving of notice or both would constitute a default, under the Subject Lease by
Mortgagor, or to Mortgagor's knowledge, by the lessor.




(b)  Without
the prior written consent of Mortgagee, Mortgagor will not modify, amend, or in
any way alter the terms of the Subject Lease if such modification, amendment or
alteration would increase the monetary obligations of the Mortgagor under the
Subject Lease in any material respect or otherwise be adverse in any material
respect to the interests of Mortgagee or the value of the Mortgaged
Property.  Except to the extent permitted under the Credit Agreement,
without the prior written consent of Mortgagee, Mortgagor will not (i) in
any way cancel, release, terminate, surrender or reduce the term of the Subject
Lease, (ii) fail to exercise any option to renew or extend the term of the
Subject Lease, (iii) waive, excuse, condone or in any way release or
discharge the lessor under the Subject Lease of or from the obligations,
covenants, conditions and agreements by said lessor to be done and performed and
(iv) consent to the subordination of the Subject Lease to any
mortgage.  Any attempt on the part of Mortgagor to do any of the
foregoing without such written consent of Mortgagee shall be null and void and
of no effect and shall constitute a Default hereunder.




(c)  Mortgagor
shall at all times promptly and faithfully keep and perform in all material
respects, or cause to be kept and performed in all material respects, all the
covenants and conditions contained in the Subject Lease by the lessee therein to
be kept and performed and shall in all material respects conform to and comply
with the terms and conditions of the Subject Lease and Mortgagor further
covenants that it will not do or permit anything to be done, the doing of which,
or refrain from doing anything, the omission of which, will impair the security
of this Mortgage or will be reason for declaring a default under the Subject
Lease.







-252-





(d)  Mortgagor
shall give Mortgagee prompt notice in writing of any default on the part of the
lessor under the Subject Lease or of the receipt by Mortgagor of any notice of
default from the lessor thereunder by providing to Mortgagee a copy of any such
notice received by Mortgagor from such lessor and this shall be done without
regard to the fact that Mortgagee may be entitled to such notice directly from
the lessor.  Mortgagor shall promptly notify Mortgagee of any default
under the Subject Lease by lessor or giving of any notice by the lessor to
Mortgagor of such lessor's intention to end the term
thereof.  Mortgagor shall furnish to Mortgagee promptly upon
Mortgagee's request any and all information concerning the performance by
Mortgagor of the covenants of the Subject Lease and shall permit Mortgagee or
its representative at all reasonable times, upon reasonable notice, to make
investigation or examination concerning the performance by Mortgagor of the
covenants of the Subject Lease.  Mortgagor shall deposit with
Mortgagee an exact copy of any notice, communication, plan, specification or
other instrument or document received or given by Mortgagor in any way relating
to or affecting the Subject Lease which may concern or affect the estate of the
lessor or the lessee in or under the Subject Lease or the property leased
thereby.




(e)  Notwithstanding
any other provision of this Mortgage, Mortgagee may (but shall not be obligated
to) take any such action Mortgagee deems necessary or desirable to cure, in
whole or in part, any failure of compliance by Mortgagor under the Subject
Lease; and upon the receipt by Mortgagee from Mortgagor or the lessor under the
Subject Lease of any written notice of default by Mortgagor as the lessee
thereunder, Mortgagor may rely thereon, and such notice shall constitute full
authority and protection to Mortgagee for any action taken or omitted to be
taken in good faith reliance thereon.  All sums, including reasonable
attorneys' fees, so expended by the Mortgagee to cure or prevent any such
default, or expended to sustain the lien of this Mortgage or its priority, shall
be deemed secured by this Mortgage and shall be paid by the Mortgagor on demand,
with interest accruing thereon at the Interest Rate.  Mortgagor hereby
expressly grants to Mortgagee (subject to the terms of the Subject Lease), and
agrees that Mortgagee shall have, the absolute and immediate right to enter in
and upon the Land and the Improvements or any part thereof to such extent and as
often as Mortgagee, in its discretion, deems necessary or desirable in order to
cure any such default or alleged default by Mortgagor.




(f)  Upon the
occurrence and continuance of any Event of Default, all options, election,
consents and approval rights conferred upon Mortgagor as lessee under the
Subject Lease, together with the right of termination, cancelation,
modification, change, supplement, alteration or amendment of the Subject Lease,
all of which have been assigned for collateral purposes to Mortgagee, shall
automatically vest exclusively in and be exercisable solely by
Mortgagee.




(g)  Mortgagor
will give Mortgagee prompt written notice of the commencement of any arbitration
or appraisal proceeding under and pursuant to the provisions of the Subject
Lease.  Following the occurrence and during the continuance of an
Event of Default, Mortgagee shall have the right, but not the obligation, to
intervene and participate in any such proceeding and Mortgagor shall confer with
Mortgagee to the extent which Mortgagee deems necessary for the protection of
Mortgagee.  Mortgagor may compromise any dispute or approval which is
the subject of an arbitration or appraisal







-253-





proceeding
with the prior written consent of Mortgagee which approval will not be
unreasonably withheld or delayed.




(H)  So long
as this Mortgage is in effect, there shall be no merger of the Subject Lease or
any interest therein, or of the leasehold estate created thereby, with the fee
estate in the Land or any portion thereof by reason of the fact that the Subject
Lease or such interest therein may be held directly or indirectly by or for the
account of any person who shall hold the lessor's fee estate in the Land or any
portion thereof or any interest of the lessor under the Subject
Lease.  In case the Mortgagor acquires fee title to the Land, this
Mortgage shall attach to and cover and be a lien upon the fee title acquired,
and such fee title shall, without further assignment, mortgage or conveyance,
become and be subject to the lien of and covered by this
Mortgage.  Mortgagor shall notify Mortgagee of any such acquisition
and, on written request by Mortgagee, shall cause to be executed and recorded
all such other and further assurances or other instruments in writing as may in
the reasonable opinion of Mortgagee be necessary or appropriate to effect the
intent and meaning hereof and shall deliver to Mortgagee an endorsement to
Mortgagee's loan title insurance policy insuring that such fee title or other
estate is subject to the lien of this Mortgage.




(i)  If any
action or proceeding shall be instituted to evict Mortgagor or to recover
possession of any leasehold parcel or any part thereof or interest therein or
any action or proceeding otherwise affecting the Subject Lease or this Mortgage
shall be instituted, then Mortgagor will, immediately upon service thereof on or
to Mortgagor, deliver to Mortgagee a notice of motion, order to show cause and
of all other provisions, pleadings, and papers, however designated, served in
any such action or proceeding.




(j)  The lien
of this Mortgage shall attach to all of Mortgagor's rights and remedies at any
time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code,
11 U.S.C. 365(h), as the same may hereafter be amended (the “Bankruptcy
Code”), including, without limitation, all of Mortgagor's rights to remain in
possession of each leasehold parcel.




(k)  Mortgagor
hereby unconditionally assigns, transfers and sets over to Mortgagee all of
Mortgagor's claims and rights to the payment of damages arising from any
rejection of the Subject Lease by the lessor or any other fee owner of any
leasehold parcel or any portion thereof under the Bankruptcy Code. Mortgagee
shall have the right to proceed in its own name or in the name of Mortgagor in
respect of any claim, suit, action or proceeding relating to the rejection of
the Subject Lease, including, without limitation, the right to file and
prosecute, without joining or the joinder of Mortgagor, any proofs of claim,
complaints, motions, applications, notices and other documents, in any case with
respect to the lessor or any fee owner of all or a portion of any leasehold
parcel under the Bankruptcy Code.  This assignment constitutes a
present, irrevocable and unconditional assignment of the foregoing claims,
rights and remedies, and shall continue in effect until all of the Obligations
shall have been satisfied and discharged in full.  Any amounts
received by Mortgagee as damages arising out of the rejection of the Subject
Lease as aforesaid shall be applied first to all costs and expenses of Mortgagee
(including, without limitation, reasonable attorneys' fees) incurred in
connection with the exercise of any of its rights or remedies under this
paragraph.  Mortgagor shall promptly make, execute, acknowledge and
deliver, in form and substance satisfactory to Mortgagee, a UCC financing
statement (Form UCC-1) and all such additional







-254-





instruments,
agreements and other documents, as may at any time hereafter be required by
Mortgagee to effectuate and carry out the assignment pursuant to this
paragraph.




(l)  If
pursuant to Subsection 365(h)(2) of the Bankruptcy Code, 11 U.S.C.
§ 365(h)(2), Mortgagor shall seek to offset against the rent reserved in
the Subject Lease the amount of any damages caused by the nonperformance by the
lessor or any fee owner of any of their respective obligations under such
Subject Lease after the rejection by the lessor or any fee owner of such Subject
Lease under the Bankruptcy Code, then Mortgagor shall, prior to effecting such
offset, notify Mortgagee of its intent to do so, setting forth the amount
proposed to be so offset and the basis therefor.  Mortgagee shall have
the right to object to all or any part of such offset that, in the reasonable
judgment of Mortgagee, would constitute a breach of such Subject Lease, and in
the event of such objection, Mortgagor shall not effect any offset of the
amounts so objected to by Mortgagee.  Neither Mortgagee's failure to
object as aforesaid nor any objection relating to such offset shall constitute
an approval of any such offset by Mortgagee.




(m)  If any
action, proceeding, motion or notice shall be commenced or filed in respect of
the lessor or any fee owner of any leasehold parcel, or any portion thereof or
interest therein, or the Subject Lease in connection with any case under the
Bankruptcy Code, then Mortgagee shall have the option, exercisable upon written
notice from Mortgagee to Mortgagor, to conduct and control any such litigation
with counsel of Mortgagee's choice.  Mortgagee may proceed in its own
name or in the name of Mortgagor in connection with any such litigation, and
Mortgagor agrees to execute any and all powers, authorizations, consents or
other documents required by Mortgagee in connection
therewith.  Mortgagor shall, upon demand, pay to Mortgagee all
reasonable costs and expenses (including attorneys' fees) paid or incurred by
Mortgagee in connection with the prosecution or conduct of any such
proceedings.  Mortgagor shall not commence any action, suit,
proceeding or case, or file any application or make any motion, in respect of
the Subject Lease in any such case under Bankruptcy Code without the prior
written consent of Mortgagee.




(n)  Mortgagor
shall, after obtaining knowledge thereof, promptly notify Mortgagee of any
filing by or against the lessor or fee owner of any leasehold parcel of a
petition under the Bankruptcy Code. Mortgagor shall promptly deliver to
Mortgagee, following receipt, copies of any and all notices, summonses,
pleadings, applications and other documents received by Mortgagor in connection
with any such petition and any proceedings relating thereto.




(o)  If there
shall be filed by or against Mortgagor a petition under the Bankruptcy Code and
Mortgagor, as lessee under a Subject Lease, shall determine to reject such
Subject Lease pursuant to Section 365(a) of the Bankruptcy Code, then
Mortgagor shall give Mortgagee not less than twenty days' prior notice of the
date on which Mortgagor shall apply to the Bankruptcy Court for authority to
reject such Subject Lease.  Mortgagee shall have the right, but not
the obligation, to serve upon Mortgagor within such twenty day period a notice
stating that Mortgagee demands that Mortgagor assume and assign such Subject
Lease to Mortgagee pursuant to Section 365 of the Bankruptcy
Code.  If Mortgagee shall serve upon Mortgagor the notice described in
the preceding sentence, Mortgagor shall not







-255-





seek to
reject such Subject Lease and shall comply with the demand provided for in the
preceding sentence.




(p)  Effective
upon the entry of an order for relief with respect to Mortgagor under the
Bankruptcy Code, Mortgagor hereby assigns and transfers to Mortgagee a
non-exclusive right to apply to the Bankruptcy Court under
subsection 365(d)(4) of the Bankruptcy Code for an order extending the
period during which the Subject Lease may be rejected or assumed.]




IN WITNESS WHEREOF, this Mortgage has
been duly executed and delivered to Mortgagee by Mortgagor on the date of the
acknowledgment attached hereto.




[MORTGAGOR],
a [•],





by:








Name:


Title:


Attest:




by:


____________________________


Name:


Title:




[Corporate
Seal]





-256-





[Local
counsel to provide local form of acknowledgment.]





-257-
 Exhibit
A
 to
Mortgage





Description of the
Land








-258-
 Exhibit
B
 to
Mortgage





[Description of Subject
Lease]





-259-
 EXHIBIT
I





Local Law
Provisions




[Local
counsel to provide.]







-260-
 EXHIBIT
I





FORM
OF


INTERCOMPANY
NOTE




__________,
__________[●], 200[●]





Each of
the parties identified on the signature page(s) hereto (each a “Note
Party”) hereby promises to pay, on demand, to the order of each
applicable Obligee (as defined below), in lawful money of [the United States of
America][Canada], at such location in [the United States of America][Canada] as
the applicable Obligee shall from time to time designate, all amounts as may be
owing from time to time by each such Note Party (in such capacity, an “Obligor”)
to each other Note Party (in such capacity, an “Obligee”)
in respect of Indebtedness (as such term is defined in the Credit Agreement
dated June 9, 2008 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit
Agreement”) dated as of June 9, 2008 among Ply Gem Industries, Inc. a
Delaware corporation (the “Specified U.S.
Borrower”), CWD Windows and Doors, Inc., (the “Canadian
Borrower”), Ply Gem Holdings, Inc., a Delaware corporation, the
Subsidiaries of the Borrower from time to time party thereto, the Lenders
parties thereto, Credit Suisse, as Administrative Agent, U.S. Swing Line Lender
and U.S. L/C Issuer, General Electric Capital Corporation, as Collateral Agent,
Credit Suisse, Toronto Branch, as Canadian Swing Line Lender and Canadian L/C
Issuer, and Credit Suisse Securities (USA) LLC, as Sole Lead Arranger and Sole
Bookrunner), together with interest thereon at such rate as may be agreed upon
from time to time. Capitalized terms used herein and not otherwise defined
herein have the meanings specified in the Credit Agreement.




Each
Obligor promises to pay interest on the unpaid principal amount of any
Indebtedness evidenced hereby until paid at such rate per annum as shall be
agreed upon from time to time by each applicable Obligor and
Obligee.




Each
Obligee is hereby authorized to record all amounts owing by the Obligors to such
Obligee, all of which shall be evidenced by this Note, and all repayments
thereof, in its books and records in according with its usual practice, such
books and records constituting prima facie evidence of the accuracy of the
information contained therein; provided, however,
that the failure of any Obligee to record such information shall not affect any
Obligor’s obligations.




Each
Obligor hereby waives diligence, presentment, demand, protest or notice of any
kind in connection with this Note. All payments under this Note shall be made
without offset, counterclaim or deduction of any kind.




No
amendment, modification or waiver of, or consent with respect to, any provision
of this Note shall in any event be effective against any Note Party unless the
same shall be in writing and signed and delivered by such Note Party. This Note
shall be construed as a separate agreement with respect to each Note Party and
may be amended, modified, supplemented, waived or released with respect to any
Note Party without the approval of any Note Party and without affecting the
obligations of any Note Party hereunder.




This Note
may be pledged by any of the Note Parties to secure the payment and performance
of obligations of such Note Party to any person or entity (each such person or
entity, a “Secured
Party”). Each Note Party hereby acknowledges and agrees that any Secured
Party may, pursuant to such agreement as in effect between any Note Party and
any Secured Party from time to time, exercise all rights provided in such
agreements with respect to this Note.







-261-
 EXHIBIT
I





THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.














BYNAME:TITLE:







BYNAME:TITLE:







BYNAME:TITLE:





-262-
 EXHIBIT
J-1










June 9,
2008




To the
Lenders party to the


Credit
Agreement referred to below,


Credit
Suisse, as Agent and


General
Electric Capital Corporation, as Collateral Agent




Ladies
and Gentlemen:




We have
acted as special counsel to Ply Gem Industries, Inc., a Delaware corporation
(the “U.S.
Borrower”), Ply Gem Holdings, Inc., a Delaware corporation (the “Parent Guarantor”),
CWD Windows and Doors, Inc., a Canadian corporation (the “Canadian Borrower”;
and together with the U.S. Borrower, the “Borrowers”) and each
subsidiary of the U.S. Borrower the name and jurisdiction of organization of
which are set forth on Schedule 1 to
this letter (the “Subsidiaries” and,
together with the U.S. Borrower, the Parent Guarantor, and the Canadian
Borrower, the “Principal Parties”),
in connection with the Credit Agreement (the “Credit Agreement”),
dated as of June 9, 2008, among the Borrowers, the financial institutions listed
on the signature pages of the Credit Agreement (the “Lenders”), Credit
Suisse, as Administrative Agent (the “Agent”), and General
Electric Capital Corporation, as collateral agent (the “Collateral
Agent”).  This opinion is being furnished to you at the request
of the Borrowers as provided by Section 4.01(a)(xi) of the Credit
Agreement.  Capitalized terms used and not otherwise defined have the
respective meanings given those terms in the Credit Agreement.


In
connection with this opinion, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents, each dated
as of the date of this letter except as otherwise noted (collectively, the
“Documents”):


1.
            the
      Credit Agreement;





-263-





2.
            the
      Notes issued on the date hereof;


3.
            the
      U.S. Guaranty;


4.
            the
      U.S. Security Agreement (the “Security
      Agreement”);


5.
            the
      U.S. Intellectual Property Security Agreement (“IP Security
      Agreement”); and


6.
            the
      Lien Subordination and Intercreditor
Agreement


In
addition, we have examined:  (i) those corporate or limited
liability company records of the Principal Parties organized under the laws of
Delaware (collectively, the “Delaware Parties”)
that we have considered appropriate, including copies of the certificate of
incorporation and by-laws or certificate of formation and limited liability
company agreement of each Delaware Party certified by it as in effect on the
date of this letter (collectively, the “Charter Documents”)
and copies of resolutions of the board of directors or members of each Delaware
Party certified by it; and (ii) those other certificates, agreements and
documents that we deemed relevant and necessary as a basis for our
opinion.  We have also relied upon the factual matters contained in
the representations and warranties of the Principal Parties made in the
Documents and upon certificates of public officials and the Principal
Parties.


In our
examination of the documents referred to above, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the documents reviewed by us, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as certified, photostatic,
reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of the latter documents





-264-





and that
the statements regarding matters of fact in the certificates, records,
agreements, instruments and documents that we have examined are accurate and
complete.  We have also assumed, without independent investigation,
the enforceability of the Documents against each party other than the Principal
Parties.


In
addition, in the case of each Principal Party which is not a Delaware Party, we
have assumed, without independent investigation, that (i) the Principal
Party is validly existing and in good standing under the laws of its
jurisdiction of organization, (ii) the Principal Party has all necessary
corporate or partnership power and authority to execute, deliver and perform its
obligations under each Document to which it is a party, (iii) the execution,
delivery and performance of each Document have been duly authorized by all
necessary corporate or partnership action and do not violate its charter or
other organizational documents or the laws of its jurisdiction of organization
and (iv) each Document has been duly executed and delivered by it under the laws
of its jurisdiction of organization.


Whenever
we indicate that our opinion is based upon our knowledge or words of similar
import, our opinion is based solely on the actual knowledge of the attorneys in
this firm who are representing the U.S. Borrower in connection with the Credit
Agreement and without any independent verification or
investigation.


Based
upon the foregoing, and subject to the assumptions, exceptions and
qualifications stated below, we are of the opinion that:


1.           Each
of the Delaware Parties which is a Delaware corporation is validly existing and
in good standing under the laws of the State of Delaware.  Each
of





-265-





the
Delaware Parties which is a limited liability company is duly formed, validly
existing and in good standing under the laws of the State of
Delaware.


2.           Each
Delaware Party has all necessary corporate or limited liability company power
and authority to execute, deliver and perform its obligations under each
Document to which it is a party.  The execution, delivery and
performance by each Delaware Party of each Document to which it is a party have
been duly authorized by all necessary corporate or limited liability company
action on the part of the Delaware Party and do not violate its Charter
Documents.


3.           Each
Document has been duly executed and delivered by each Principal Party which is a
party to it.  Each Document constitutes the legal, valid and binding
obligation of each Principal Party which is a party to it, enforceable against
that Principal Party in accordance with its terms.


4.           The
execution and delivery by each Principal Party of each of the Documents to which
it is a party and the performance by the Principal Party of its obligations
under the Documents do not (i) violate any Covered Law (as defined below)
(including Regulations U or X of the Board of Governors of the Federal
Reserve System of the United States), (ii) violate any order, writ, injunction
or decree of which we have knowledge of any court or governmental authority or
agency binding upon the Principal Party or to which the Principal Party is
subject, (iii) breach or result in a default under any agreement or
instrument listed on Schedule 2 to
which the Principal Party is a party or by which the Principal Party is bound,
or (iv) result in the creation or imposition of any Lien upon any of the
assets of the Principal Party under the terms of any such agreement





-266-





or
instrument (except for Liens in favor of the Collateral Agent for the benefit of
the Secured Parties contemplated by the Documents).


5.           Except
for filings which are necessary to perfect the security interests granted under
the Documents and any other filings, authorizations or approvals as are
specifically provided for in the Documents, no authorizations or approvals of,
and no filings with, any governmental or regulatory authority or agency are
necessary under any Covered Law for the execution, delivery or performance by
any Principal Party of the Documents to which it is a party.


6.           None
of the Principal Parties is required to be registered as an “investment company”
within the meaning of the Investment Company Act of 1940, as
amended.


7.           After
giving effect to the Loans on the date of this letter, and assuming that US Bank
Trust National Association, as bailee for the Collateral Agent, has, at the date
of this letter, possession of the certificates representing the capital stock of
the U.S. Borrower and certain of its Subsidiaries described on Schedule 3 to this
letter (the “Pledged
Stock”) in the State of New York, together with related stock powers
which have been duly executed in blank by the applicable Borrower or Guarantor
that own the Pledged Stock, and maintains continuous possession of the Pledged
Stock and stock powers in the State of New York, the Collateral Agent has a
valid and perfected security interest, for the benefit of the Secured
Parties,to secure
the Obligations (as defined in the Security Agreement), in all right, title and
interest of the U.S. Borrower and the applicable Guarantors in and to the
Pledged Stock (the “Pledged Stock Security
Interest”).





-267-





8.           After
giving effect to the making of the Loans on the date of this letter, the
Security Agreement creates a valid security interest in favor of the Collateral
Agent, for the benefit of the Lenders and the Collateral Agent, to secure the
Obligations (as defined in the Security Agreement), in all right, title and
interest of the Borrowers, the Parent Guarantor and the Subsidiaries (the “Debtors”) in and to
the Collateral(as
defined in the Security Agreement), to the extent that Article 9 of the Uniform
Commercial Code of the State of New York (the “NY-UCC”) is
applicable (the “Security
Interest”).  For each Debtor that is a corporation or limited
liability company organized under the laws of the State of Delaware (the “DE Debtors”), the
UCC-1 financing statements attached hereto as Schedule 4 to
this letter (the “Principal Financing
Statements”) are in appropriate form for filing.  For the DE
Debtors, the Office of the Secretary of State of the State of Delaware is the
office in the State of Delaware in which filings are required to perfect the
Security Interest to the extent that it can be perfected by filing under the
Uniform Commercial Code of the State of Delaware (the “DE-UCC”).   Assuming
the Principal Financing Statements have been duly transmitted for filing to the
Office of the Secretary of State of the State of Delaware, with the appropriate
filing fees tendered, or duly accepted for filing by that Office, then to the
extent that a security interest in the Collateral may be perfected by filing
under the DE-UCC, those filings have resulted in the perfection of the Security
Interest.


9.           After
giving effect to the making of the Loans on the date of this letter, the
Security Agreement creates a valid security interest in favor of the Collateral
Agent, for the benefit of the Secured Parties, to secure the Obligations (as
defined in the Credit Agreement), in all right, title and interest of the
Debtors in and to the registered





-268-





U.S.
trademarks, the registration numbers of which are listed in Schedule B to the
Security Agreement (the “Trademark
Collateral”), the U.S. patents, the patent numbers of which are listed in
Schedule A to the Security Agreement (the “Patent Collateral”),
and the registered U.S. copyrights, the registration numbers of which are listed
on Schedule C to the Security Agreement (the “Copyright Collateral”
and, together with the Trademark Collateral and the Patent Collateral, the
“IP
Collateral”), to the extent that Article 9 of the NY-UCC is
applicable, assuming that each trademark, patent and copyright that comprises
the IP Collateral is valid and is owned by the relevant Debtor (the “IP Security
Interest”).


10.           For
each Debtor that is a corporation, limited liability company or limited
partnership organized in the United States, assuming that (i) the Security
Agreement creates a valid security interest in favor of the Collateral Agent,
for the benefit of the Secured Parties, to secure the Obligations (as defined in
the Security Agreement) in the IP Collateral (as hereinafter defined), and
assuming that the IP Security Interest is a perfected security interest under
the laws of the States in which each Debtor is organized, to the extent that
such law governs the perfection of a security interest in the IP Collateral,
(ii) in the case of the Trademark Collateral, the registration of each trademark
has been duly effected and maintained in the United States Patent and Trademark
Office (the “PTO”) under Title 15
of the United States Code, (iii) in the case of the Patent Collateral, the term
of each patent has been duly maintained by timely payment to the PTO of
applicable maintenance fees under Title 35 of the United States Code, (iv) in
the case of the Copyright Collateral, the registration of each copyright has
been duly effected and maintained in the copyright office of the United States
Library of





-269-





Congress
(the “Copyright
Office”) under Title 17 of the United States Code, and (v) the IP
Security Agreement is duly acknowledged by the Debtors and properly filed with
and recorded by the PTO (or the Copyright Office, in the case of the Copyright
Collateral), and payment is made of the required filing fees and charges, within
three months (or one month in the case of the Copyright Collateral) after the
date of their execution, the IP Security Interest will be a perfected security
interest.


This
opinion is subject to the following assumptions, exceptions and
qualifications:


(a)           The
enforceability of the Documents may be:  (i) subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors’ rights generally;
(ii) subject to general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity); and
(iii) subject to the qualification that certain remedial provisions of the
Security Agreement, are or may be unenforceable in whole or in part under the
laws of the State of New York, but the inclusion of such provisions does not
make the remedies afforded by the Security Agreement inadequate for the
practical realization of the rights and benefits purported to be provided by the
Security Agreement except for the economic consequences resulting from any delay
imposed by, or any procedure required by, applicable New York laws, rules,
regulations and court decisions and by constitutional requirements in and of the
State of New York.


(b)           We
express no opinion as to:  (i) the enforceability of the Guaranty
purporting to preserve and maintain the liability of any party to the Guaranty
despite the fact that the guarantied debt is unenforceable due to illegality;
(ii) the enforceability of







-270-





any
provisions contained in the Documents that purport to establish (or may be
construed to establish) evidentiary standards; (iii) the enforceability of
any provisions contained in the Security Agreement or the Guaranty that
constitute waivers which are prohibited under Section 9-602 of the NY-UCC; (iv)
the enforceability of forum selection clauses in the federal courts; or (v)
Section 10.19 of the Credit Agreement to the extent not consistent with Section
27(b) of the New York Judiciary Law.




(c)           With
respect to paragraphs 7 through 10, we express no opinion as
to:  (i) any Principal Party’s right, title or interest in or to
any Collateral; (ii) except as specifically set forth in paragraph 10,
the perfection and effect of perfection or non-perfection of a security interest
in the Collateral to the extent subject to any laws other than the laws of the
State of New York or the DE-UCC; (iii) the perfection of security interests
in fixtures, as-extracted collateral, timber to be cut and ownership interests
in real property cooperative organizations; (iv) the creation, validity,
perfection (except as specifically set forth in paragraph 10), priority or
enforceability of any security interest sought to be created in any items of
property to the extent that a security interest in them is excluded from the
coverage of Article 9 of the NY-UCC or the DE-UCC; or (v) the validity,
priority or enforceability of the trademarks, patents and copyrights that
comprise the IP Collateral.  In addition, (x) except as
specifically set forth in paragraphs 7, 8 and 10, above, we express no opinion
as to the perfection of any security interest and (y) we express no opinion as
to the priority of any security interest.





-271-





(d)           We
wish to point out that in the case of proceeds (as defined in Article 9 of
the DE-UCC), the continuation of perfection of any security interest in them is
limited to the extent set forth in Section 9-315 of the
DE-UCC.


(e)           We
call to your attention the fact that (i) Article 9 of the DE-UCC
requires the filing of continuation statements within the period of six months
prior to the expiration of each five year period from the date of the original
filing of financing statements in order to maintain the effectiveness of the
filings referred to in this opinion, and (ii) additional filings may be
necessary if any Debtor changes its name, identity or corporate structure or the
jurisdiction in which it is organized.


This
opinion is limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware, the Limited Liability Company Act of the State of
Delaware, the Uniform Commercial Code of the State of Delaware and the federal
laws of the United States of America that, in each case, in our experience, are
normally applicable to credit transactions of the type contemplated by the
Credit Agreement (collectively, the “Covered
Laws”).  This opinion is rendered only with respect to the
laws, and the rules, regulations and orders under those laws, that are currently
in effect.  Please be advised that no member of this firm is admitted
to practice in the State of Delaware.


This
opinion is furnished by us solely for your benefit in connection with the
transactions referred to in the Credit Agreement and may not be circulated to,
or relied upon by, any other Person, except that it may be circulated to any
prospective Lender in accordance with the Credit Agreement and may be relied
upon by any person who, in the future, becomes a Lender.





-272-





Very truly yours,








PAUL,
WEISS, RIFKIND, WHARTON & GARRISON LLP





-273-





SCHEDULE
1




SUBSIDIARIES
WHICH ARE




PRINCIPAL
PARTIES




Name of Subsidiary
            Type of Entity
            Jurisdiction
      ofOrganization_Great
      Lakes Window, Inc.
            Corporation
            OhioKroy
      Building Products, Inc.
            Corporation
            DelawareNapco,
      Inc.
            Corporation
            DelawareVariform,
      Inc.
            Corporation
            MissouriMWM
      Holding, Inc.
            Corporation
            DelawareMW
      Manufacturers Inc.
            Corporation
            DelawareAWC
      Holding Company
            Corporation
            DelawareAlenco
      Holding Corporation
            Corporation
            DelawareAWC
      Arizona, Inc.
            Corporation
            DelawareAlenco
      Interests, L.L.C.
            Limited
      Liability Company
            DelawareAlenco
      Extrusion Management, L.L.C.
            Limited
      Liability Company
            DelawareAlenco
      Building Products Management, L.L.C.
            Limited
      Liability Company
            DelawareAlenco
      Trans, Inc.
            Corporation
            DelawareGlazing
      Industries Management, L.L.C.
            Limited
      Liability Company
            DelawareNew
      Alenco Extrusion, Ltd.
            Limited
      Partnership
            TexasNew
      Alenco Window, Ltd.
            Limited
      Partnership
            TexasNew
      Glazing Industries, Ltd.
            Limited
      Partnership
            TexasAlenco
      Extrusion GA, L.L.C.
            Limited
      Liability Company
            DelawareAluminum
      Scrap Recycle, L.L.C.
            Limited
      Liability Company
            DelawareAlenco
      Window GA, L.L.C.
            Limited
      Liability Company
            DelawareAlcoa
      Home Exteriors, Inc.
            Corporation
            OhioPly
      Gem Pacific Windows Corporation
            Corporation
            Delaware





-274-





SCHEDULE
2




AGREEMENTS AND
INSTRUMENTS




1.
            Indenture,
      dated as of June 9, 2008, among US Bank Trust National Association, as
      trustee, the U.S. Borrower, as issuer, and the Principal Parties which are
      parties thereto.




2.
            Indenture,
      dated as of February 12, 2004 as supplemented on August 27, 2004, among
      U.S. Bank National Association, as trustee, the U.S. Borrower, as issuer,
      and the Principal Parties which are parties
  thereto.







-275-





SCHEDULE
3




PLEDGED
STOCK




Issuer
            Record
      Owner
            Certificate
      No.
            No. Shares/
      InterestPly
      Gem Industries, Inc.
            Ply
      Gem Holdings, Inc.
            3
            100
      shares of Common StockGreat
      Lakes Window, Inc.
            Ply
      Gem Industries, Inc.
            2
            100Alcoa
      Home Exteriors, Inc.
            Ply
      Gem Industries, Inc.
            49
            275
      shares of Common StockKroy
      Building Products, Inc.
            Ply
      Gem Industries, Inc.
            001
            100Napco,
      Inc.
            Ply
      Gem Industries, Inc.
            2
            20Variform,
      Inc.
            Ply
      Gem Industries, Inc.
            24
            2,732
      shares of Common StockCWD
      Windows and Doors, Inc.
            Ply
      Gem Industries, Inc.
            C-2
            130MWM
      Holding, Inc.
            Ply
      Gem Industries, Inc.
            C-1
            10,000
      shares of Common StockAWC
      Holding Company
            Ply
      Gem Industries, Inc.
            A-35
            16,286.81
      shares of Class A Common StockPly
      Gem Pacific Windows Corporation
            Ply
      Gem Industries, Inc.
            C-2
            100AWC
      Arizona, Inc
            Alenco
      Holding Corporation
            1
            100Alenco
      Trans, Inc.
            Alenco
      Holding Corporation
            3
            1000Alenco
      Holding Corporation
            AWC
      Holding Company
            312
            100MW
      Manufacturers Inc.
            MWM
      Holding, Inc.
            1
            1,000





-276-





SCHEDULE
4




PRINCIPAL FINANCING
STATEMENTS




[See
attached.]





















-277-
 EXHIBIT
J-2















June 9,
2008







General
Electric Corporation


500 W.
Monroe Street. 16th Floor


Chicago
Illinois 60661




-and-







Credit
Suisse


Eleven
Madison Avenue


New York,
NY 10010




-and-




Fasken
Martineau DuMoulin LLP




Suite
3700, 66 Wellington St. W




Toronto,
Alberta




M5K
1N6




Dear
Sirs:




Re:  CWD Windows and Doors,
Inc.




We have
acted as Alberta counsel for CWD Windows and Doors, Inc., as Canadian Borrower
(the “Canadian Borrower”)  and Ply
Gem Industries, Inc. as the Specified U.S. Borrower (collectively referred to
herein as the “Borrowers”) in connection with
the authorization, execution and delivery of the Credit Documents (defined
below).




This
opinion letter is being issued and delivered to the addressees hereof pursuant
to Section 4.01(a)(xii) of the Credit Agreement (defined below).




Scope
of Enquiry




In order
to render the opinions expressed in this opinion letter, we have examined
originals or copies of the following documents:




(a)
            Credit
      Agreement dated as of June 9, 2008 (the “Credit Agreement”) among
      the Borrowers, the other borrowers named therein, Credit Suisse, as
      administrative





DMSLegal\053168\00012\2889523v6
 -278-
 EXHIBIT
J-2







agent
      on its own behalf and on behalf of the Lenders (as defined therein), U.S.
      swingline lender and U.S. L/C issuer, Credit Suisse, Toronto Branch, as
      Canadian swingline lender and Canadian L/C issuer, Credit Suisse
      Securities (U.S.A.) LLC, as sole lead arranger and sole bookrunner, the
      syndicate agent named therein and General Electric Capital Corporation, as
      collateral agent (for and on behalf and for the benefit of itself and the
      Lenders, the “Collateral
      Agent” and together with the Lenders, the “Secured
      Parties”);




(b)
            Lien
      Subordination and Intercreditor Agreement dated as of June 9, 2008 between
      inter alia the
      Collateral Agent, U.S. Bank National Association, the Specified U.S.
      Borrower, Ply Gem Holdings, Inc. and the Canadian Borrower, as subsidiary
      of Ply Gem Industries, Inc. (the "Intercreditor
      Agreement");




(c)
            Security
      Agreement dated as of June 9, 2008 among the Canadian Borrower and the
      Collateral Agent;




(d)
            Intellectual
      Property Security Agreement dated as of June 9, 2008 among the Canadian
      Borrower and the Collateral Agent;




(e)
            Confirmation
      of Security Interest in Intellectual Property provided by the Canadian
      Borrower dated as of June 9,2008 (the "Confirmation");




(f)
            Certificate
      of Compliance dated June 9, 2008 issued by Industry Canada in respect of
      the Canadian Borrower (the “Certificate
      of  Compliance”);




(g)
            Certificate
      of Status dated June 9, 2008 issued by the Registrar of Corporations for
      Alberta in respect of the Canadian Borrower (the “Certificate of
      Status”);




(h)
            the
      Financing statements (“Alberta Verification
      Statements”) attached hereto as Schedule 'B' to be filed at the
      Alberta Personal Property Registry (the “APPR”) pursuant to the
      provisions of the Personal Property Security
      Act (Alberta) and the Personal Property Security Act Regulation
      (Alberta) (collectively, the “APPSA”) details of which
      are set out in Schedule A hereto (the “Financing
      Statements”);




(i)
            a
      Secretary's Certificate – Borrowers dated June 2, 2008 issued by the
      President of CWD Windows and Doors, Inc. of the Canadian Borrower relating
      to the Canadian Borrower and, inter alia, matters of
      corporate status, incumbency of officers and directors and corporate power
      and authority and attaching certified copies of (A) a resolution of the
      board of directors of the Canadian Borrower authorizing the execution and
      delivery of each of the Credit Documents to which it is a party and the
      performance by the Canadian Borrower of its obligations thereunder, (B)
      the articles (the “Articles”) and bylaws
      (the “Bylaws”) of
      the Canadian Borrower;





-279-
 EXHIBIT
J-2







We
      have also made such investigations, examined such certificates of public
      authorities, and corporate officers and directors, corporate records and
      other documents certified or otherwise identified to our satisfaction, and
      have considered such questions of law, as we have considered necessary and
      appropriate as a basis for providing the opinions expressed
      herein.




Applicable
Law




The
opinionsexpressed
below are limited to the laws, statutes and regulations of the Province of
Alberta, including the federal laws, statutes and regulations of Canada
applicable in the Province of Alberta in force on the date of this opinion
letter (collectively, “Alberta
Law”).




Without
limiting the generality of the immediately preceding paragraph, (i) we
express no opinion with respect to the laws of any other jurisdiction to the
extent that those laws may govern the validity, perfection, effect of perfection
or non-perfection or enforcement of the security interests created by the
Alberta Security Documents as a result of the application of the conflict of
laws rules of Alberta (the “Applicable Canadian Law”),
including, without limitation, Sections  5 to 8.1 inclusive of
the  APPSA, and (ii) we express no opinion whether, pursuant to
those conflict of laws rules, any Applicable Canadian Law would govern the
validity, perfection, effect of perfection or non-perfection or enforcement of
those security interests.  In addition, we express no opinion as to
whether Applicable Canadian Law would govern the validity, perfection, effect of
perfection or non-perfection or enforcement of the Security Interests including
for certainty any floating or registered mortgage or charge on real property,
except as specifically set forth herein.




Our
opinion expressed in paragraph 1 is expressed solely in reliance upon the
Certificate of Compliance and our opinion expressed in paragraph 2 is expressed
solely in reliance upon the Certificate of Status.




Defined
Terms




In this
opinion letter (i) “Credit
Documents” means all of the documents listed as items (a) to (e),
inclusive, in the Scope of Enquiry section of this opinion letter, (ii) “Alberta Security Documents”
means the documents listed as items (c) and (d) in the Scope of Enquiry
section of this opinion letter (iii) “New York Law Documents” means
all of the documents listed as items (a) and (b), inclusive, in the Scope of
Enquiry section of this opinion letter inclusive of this opinion letter and
(iv)references to
“Collateral” have the
meaning given to such term in the applicable Alberta Security
Document.





-280-
 EXHIBIT
J-2







To the
extent the context so admits, words and expressions defined in the APPSAand the regulations
issued thereunder and grammatical variations thereof, are used in this opinion
letter with the same respective defined meanings.




Assumptions




As a
basis for our opinions, we have made the following assumptions:




(a)
            all
      signatures on documents submitted to us are genuine, all documents
      submitted to us as originals are authentic and complete, and all documents
      submitted to us as copies conform to authentic and complete original
      documents;




(b)
            all
      facts set forth in official public records and certificates and other
      documents supplied by public officials or otherwise conveyed to us by
      public officials are and remain at all material times complete, true and
      accurate;




(c)
            the
      Certificate of Compliance is conclusive evidence that the Canadian
      Borrower is incorporated under the Canada Business Corporations
      Act; (the “CBCA”)




(d)
            the
      Certificate of Status is conclusive evidence that the Canadian Borrower is
      incorporated under the Business Corporations
      Act (Alberta) (the “ABCA”);




(e)
            all
      facts set forth and statements made in certificates supplied by the
      President of the Canadian Borrower are and remain at all material times
      complete, true and accurate;




(f)
            all
      relevant individuals had full legal capacity at all relevant
      times;




(g)
            none
      of the documents (including, without limitation, the Credit Documents),
      originals or copies of which we have examined has been amended, and there
      are no agreements or understandings between the parties, written or oral,
      and there is no usage of trade or course of prior dealing between the
      parties that would, in either case, define, supplement or qualify the
      terms of the Credit Documents;




(h)
            for
      the purposes of our opinions expressed in paragraph 8  below,
      (i) the parties to the Alberta Security Documents have not agreed to
      postpone the time for attachment of the security interests contemplated to
      be created thereby, (ii) value has been given to the Canadian Borrower,
      and (iii) the Secured Parties have not done anything to release or
      discharge any Security Interest in respect of any
    Collateral;





-281-
 EXHIBIT
J-2







(i)
            the
      Credit Documents constitute legal, valid and binding obligations of each
      party thereto, other than the Canadian Borrower, enforceable against them
      in accordance with their respective
terms;




(j)
            each
      of the New York Law Documents constitute legal, valid and binding
      obligations of the parties thereto under the laws of the State of New York
      (“New York Law”)
      enforceable against the parties thereto in accordance with the terms of
      the respective New York Document under New York Law and would be enforced
      under New York Law as written and the provisions thereof would be given
      the same meaning under New York Law that would be given if the respective
      New York Law Document were governed by Alberta
  Law;




(k)
            each
      party to the Credit Documents (other than the Canadian Borrower) is a validly existing
      legal person under the laws governing its existence, has all requisite
      capacity, power and authority to execute, deliver and perform the Credit
      Documents to which it is a party, has taken all necessary corporate,
      statutory, regulatory and other action to authorize the execution,
      delivery and performance by it of such Credit Documents to which it is a
      party and has duly executed and delivered such Credit Documents;
      and




(l)
            the
      execution and delivery by each party to the Credit Documents executed or,
      as applicable, delivered by it outside of the Provinces of Alberta comply
      with the requirements relating to the execution and delivery of documents
      under the laws of the jurisdiction in which such Credit Document was
      executed or, as applicable,
delivered.




Opinions




Based and
relying on the foregoing and subject to the qualifications outlined below, we
are of the opinion that:




1.
            The
      Canadian Borrower is incorporated under the CBCA, is not discontinued and
      has not been dissolved under the
CBCA.




2.
            The
      Canadian Borrower is registered in Alberta and is a valid and subsisting
      extra-provincial corporation under the
ABCA.




3.
            The
      Canadian Borrower has the corporate power and capacity to own property and
      assets, to carry on business, to execute, deliver, grant the security and
      incur the obligations contemplated by and perform its obligations under
      the Credit Documents.





-282-
 EXHIBIT
J-2







4.
            The
      Canadian Borrower has taken all necessary corporate action to authorize
      the execution and delivery of, grant of security contemplated by, and the
      performance of its obligations under the Credit Documents and has duly
      executed and delivered the Credit
Documents.




5.
            The
      execution and delivery of the Credit Documents by the Canadian Borrower
      and the consummation of the loan and security transactions contemplated by
      the Credit Documents and the performance by the Canadian Borrower of its
      obligations thereunder do not contravene, violate or result in a breach
      of:




(a)
            the
      CBCA or the Articles or the Bylaws of the Canadian Borrower;
      or




(b)
            any
      other Alberta Law.




6.
            No
      authorization, permit, consent, license, approval, acknowledgment, order
      or exemption from, registration or filing with, or notice to any
      government department or agency or other regulatory body or authority
      under Alberta Law is required to permit the Canadian Borrower to borrow
      under the Credit Agreement, or to permit the Canadian Borrower to execute
      and deliver the Credit Documents, to perform its obligations under the
      Credit Documents or to grant the security contemplated under the Credit
      Documents except for registrations and filings necessary to establish and
      protect the priority of the security interests created by the Alberta
      Security Documents.




7.
            The
      Alberta Security Documents constitute legal, valid and binding obligations
      of the Canadian Borrower, enforceable against it in accordance with their
      terms.




8.
            The
      Alberta Security Documents create valid security interests in favour of
      the Collateral Agent, in the Collateral comprised of personal property to
      which the APPSA applies and in which a security interest may be granted
      under the APPSA (the “Alberta Personal Property
      Collateral”) in which the Canadian Borrower now has rights which
      secures the payment and performance of its obligations under the Credit
      Agreement.  The Alberta Security Documents are sufficient to
      create valid security interests in Alberta Personal Property Collateral in
      which the Canadian Borrower hereafter acquires rights when those rights
      are acquired.




9.
            Once
      the Financing Statements have been filed with the Alberta Personal
      Property Registry registration will have been made in all public offices
      provided for under Alberta Law where such registration is necessary to
      preserve, protect or perfect the security interests created in favour of
      the Collateral Agent in the Alberta Personal Property Collateral under the
      Alberta Security Documents. Except as provided in Schedule A, no renewal
      or amendment of such registrations are
required.





-283-
 EXHIBIT
J-2







10.
            The
      choice of New York Law as the governing law of each of the New York Law
      Documents  is a valid choice of law under the laws of Alberta
      and of Canada applicable therein ("Alberta Law") provided
      that it was not made with a view to avoiding the consequences of the laws
      of any other jurisdiction and that choice is not otherwise contrary to
      public policy, as such term is interpreted under Alberta Law ("Public Policy"). In any
      proceeding brought before a court of competent jurisdiction (an "Alberta Court") in the
      Province of Alberta (the "Alberta Jurisdiction")
      for the enforcement of the New York Law Documents, New York Law (being the
      stated governing laws of such documents) would, to the extent specifically
      pleaded and proven as a fact by expert evidence, be applied by the Alberta
      Court to all issues which under the conflict of laws rules of the Province
      of Alberta and the federal laws of Canada applicable therein are to be
      determined in accordance with the proper or governing law of a contract
      provided that the Alberta Court finds that such choice of law is bona fide(in the sense
      that it was not made with a view to avoiding the consequences of the law
      of the jurisdiction with which the transaction has its most real and
      substantial connection), and except that in any such proceeding the
      Alberta Court:




(a)
            will
      apply those laws of the Province of Alberta which the Alberta Court would
      characterize as procedural and will not apply those laws of the State of
      New York which the Alberta Court would characterize as
      procedural;




(b)
            will
      not apply those laws of the State of New York which the Alberta Court
      would characterize as revenue, expropriatory, penal or similar laws (and
      based solely on our review of the plain words used in the New York Law
      Documents and Alberta Law but without any knowledge of the New York Law,
      we are not aware of any laws which would be so characterized and would not
      be applied by the Alberta Court in enforcing the New York Law Documents
      against the Canadian Borrower); and




(c)
            will
      not apply those laws of the State of New York, the application of which
      would be inconsistent with Public Policy. Based solely on our review of
      the plain words used in the New York Law Documents and Alberta Law, but
      without any knowledge of New York Law, we have no reason to believe that
      any of the terms of the New York Law Documents are contrary to Public
      Policy or that it would be contrary to Public Policy for an Alberta Court
      to hear an action or proceeding to enforce the New York Law Documents in
      the Province of Alberta.




11.
            Alberta
      Law would permit an action to be brought before an Alberta Court to
      enforce, without re-litigation of the merits of any claim that is the
      subject of such judgment, a final and conclusive in personam judgment (the
      "New
      York





-284-
 EXHIBIT
J-2







Judgment") of a New York
      court of competent jurisdiction (the "New York Court") against
      the Canadian Borrower related to the Credit Agreement of the Notes which
      is not impeachable as void or voidable under New York Law for a sum
      certain in money (including a judgment issued in an action commenced and
      maintained in accordance with the provisions of the New York Law Documents
      respecting submission to jurisdiction, choice of venue and service of
      process to the extent that such provisions are enforceable under New York
      Law), provided that:




(a)
            the
      court rendering the New York Judgment had jurisdiction over the defendant
      and the subject matter of the proceedings according to the conflict of
      laws rules as recognized by Alberta Courts (and an express, contractual
      submission to jurisdiction is sufficient for this
  purpose);




(b)
            the
      New York Judgment was not obtained by fraud, or in a manner contrary to
      natural justice or contrary to any order made by The Attorney General of
      Canada under the Foreign
      Extraterritorial Measures Act (Canada) or by the Competition
      Tribunal under the Competition Act
      (Canada) in respect of certain judgments referred to
    therein;




(c)
            the
      enforcement of the New York Judgment would not be inconsistent with Public
      Policy;




(d)
            the
      New York Judgment is not in respect of a revenue, expropriatory, penal or
      similar law of a foreign
jurisdiction;




(e)
            the
      action on the New York Judgment is brought in Alberta within the
      applicable limitation period or
periods;




(f)
            the
      New York Judgment does not conflict with another final and conclusive
      judgment in or relating to the same cause of action in a different
      jurisdiction;




(g)
            in
      the case of a judgment obtained by default, there has been no manifest
      error in the granting of such
judgment;




(h)
            the
      New York Judgment has neither been satisfied nor is it for any other
      reason not a subsisting judgment;
and




(i)
            the
      Canadian Borrower subject to the New York Judgment was duly served with
      process leading up to judgment or appeared to defend such
      process.





-285-
 EXHIBIT
J-2







Qualifications




The
opinions expressed in this opinion letter are subject to the following
qualifications:




General
Qualifications




(a)
            The
      legality, validity, binding effect and enforceability of each Alberta
      Security Document or any judgment (including any New York Judgment)
      arising out of or in connection with each Alberta Security Document may be
      limited by applicable bankruptcy, insolvency, winding-up, reorganization,
      arrangement, moratorium, limitation, preference or other similar laws of
      general application relating to or affecting the enforcement of the rights
      of creditors generally.  Without limiting the generality of the
      foregoing:




(i)
            the
      provisions in each Alberta Security Document relating to payment of costs
      and expenses or indemnification may be unenforceable to the extent that an
      Alberta Court decides that any payment required thereunder would derogate
      from the court’s discretion in respect of the costs of and incidental to a
      proceeding or a step in a proceeding, or would be inconsistent with the
      court’s determination by whom and to what extent such costs shall be paid
      and counsel fees are subject to
taxation;




(ii)
            under
      the Judgement Interest
      Act (Alberta) interest after judgment may be limited to a rate
      which is less than a rate specified in any Alberta Security
      Document;




(iii)
            section 347
      of the Criminal
      Code (Canada) prohibits the payment of “interest” at a “criminal
      rate” (as such terms are defined therein) – currently 60% per annum;
      and




(iv)
            under
      the provisions of the Currency Act(Canada),
      courts in Canada are precluded from rendering any monetary judgments in
      any currency other than the lawful currency of Canada and such judgments
      may be based on a rate of exchange in existence on a date other than the
      date of payment.




(b)
            The
      legality, validity, binding effect and enforceability of each Alberta
      Security Document may be limited by general principles of equity, and no
      opinion is given as to any specific remedy that may be granted, imposed or
      rendered (including equitable remedies such as specific performance and
      injunction).  Without limiting the generality of the
      foregoing:




(i)
            notwithstanding
      any provisions of the Alberta Security Documents that provide that certain
      certifications or determinations of fact be binding
  on





-286-
 EXHIBIT
J-2







the
      parties, any certificate or determination provided thereunder may be
      subject to challenge in a court on the grounds of fraud, collusion,
      mistake on the face of the certificate, or mistake on the basis that the
      certificate differed in any material respect from the certificate
      contemplated in such provision;




(ii)
            any
      provision of any Alberta Security Document that provides for interest to
      be paid at a higher rate after than before default, that provides for a
      forfeiture of a deposit or any other property or that provides for a
      particular calculation of damages upon breach may not be enforceable if it
      is interpreted by an Alberta Court to be a penalty or if the Alberta Court
      determines that relief from forfeiture is
  appropriate;




(iii)
            a
      waiver or release of or limitation on rights or remedies available to the
      Secured Parties in respect of future actions or omissions of any Secured
      Party, or any agent or receiver and manager appointed by or on the
      application of any Secured Party, may not be enforced by an Alberta
      Court;




(iv)
            the
      enforceability of any Alberta Security Document may be limited by general
      principles of law and equity relating to the conduct of a Secured Party
      prior to the execution of, or in the administration or performance of that
      Alberta Security Document, including, without limitation, (i) fraud,
      duress or undue influence, misrepresentation and deceit,
      (ii) estoppel and waiver,(iii) laches and
      (iv) reasonableness and good faith in the exercise of discretionary
      powers; and




(v)
            the
      enforceability of any Alberta Security Document may be limited if there
      has been any mutual mistake of
fact.




(c)
            Provisions
      in the Alberta Security Documents purporting to sever invalid or
      unenforceable provisions may not be enforceable as an Alberta Court may
      reserve to itself a decision as to whether any provision is severable or
      otherwise of no force or effect.




(d)
            No
      opinion is expressed as to the enforceability of any provision in any
      Alberta Security Document which suggests that modifications, amendments or
      waivers that are not in writing will not be effective, which purports to
      prevent the exercise of a right or set-off, a defence by counterclaim or
      other rights or which provides that remedies may be exercised
      cumulatively.




(e)
            Our
      opinions in paragraph 6 only address statutes and regulations of
      general application in the Province of Alberta and do not address or
      extend to (i) any





-287-
 EXHIBIT
J-2







necessary
      authorization, permit consent, license, approval, acknowledgment, order or
      exemption from, registration or filing with, or notice to, any government
      department or agency or any regulatory body or authority required by the
      Canadian Borrower under Alberta Law in order to carry on its particular
      business, or (ii) any agreement the Canadian Borrower may have
      entered into with, or any decision, order or award made by, any government
      department or agency or any regulatory body or authority of the Province
      of Alberta or of Canada.




(f)
            An
      Alberta Court reserves the right to decline jurisdiction in any action
      relating to the Credit Documents on the basis that the Province of Alberta
      is an inconvenient forum or that concurrent or prior proceedings have been
      brought elsewhere, notwithstanding any waiver of the right to raise such
      objection or defence in the Credit
Documents.




(g)
            The
      provisions of the Alberta Security Documents relating to the choice of
      Alberta law may not be recognized if, or to the extent it is determined
      that, such choice of law was made to evade mandatory provisions or public
      policy considerations of the law of another
  jurisdiction.




(h)
            No
      opinion is expressed in this opinion letter on the application or
      compliance with Section 510 of the Bank Act
      (Canada).  Notwithstanding the foregoing, pursuant to Section
      988 of the Bank
      Act (Canada), a contravention of Section 510 does not invalidate
      any Credit Document if it is entered into in contravention of Section
      510.




(i)
            No
      opinion is expressed with respect to any provision of any Credit Document
      which requires any obligation under the Credit Documents to be performed
      in any jurisdiction outside the Province of Alberta where its performance
      will be illegal, unlawful, against public policy or ineffective by virtue
      of the laws of that jurisdiction.




(j)
            We
      express no opinion on the enforceability of any provisions of the Alberta
      Security Documents which are inconsistent with or contrary to any
      provision of the Credit Agreement.




General
Security Qualifications




(k)
            No
      opinion is expressed in this opinion letter with respect to any security
      interest in Collateral that it is not identifiable or traceable or in any
      proceeds of Collateral that are not identifiable or
    traceable.




(l)
            No
      opinion is expressed as to whether a security interest may be created in
      permits, quotas, licenses or intellectual property which are held by or
      issued to the





-288-
 EXHIBIT
J-2







Canadian
      Borrower to the extent the same do not constitute property or prohibit
      assignment.




(m)
            No
      opinion is expressed in this opinion letter on any security interest
      expressed to be created in property, or expressed to be creating an
      interest in property, to which the APPSA does not apply in accordance with
      the provisions of the APPSA, or the validity of which is not governed by
      the APPSA in accordance with sections 5 to 8.1 of the
    APPSA.




(n)
            No
      opinion is expressed in this opinion letter on any mortgage, charge or
      security interest to the extent it constitutes a transfer of interest or
      claim in any policy of insurance or contract of
  annuity.




(o)
            No
      opinion is expressed in this opinion letter on the creation, validity,
      effect or perfection of any mortgage, charge or security interest in real
      property, or any personal property that is or becomes a fixture or any
      building materials that are or become affixed to real
      property.




(p)
            The
      APPSA may affect the enforcement of certain rights and remedies contained
      in the Alberta Security Documents to the extent those rights and remedies
      are inconsistent with or contrary to the provisions of the
      APPSA.  The APPSA also imposes certain obligations on secured
      parties (including the duty to exercise rights and perform duties in good
      faith and in a commercially reasonable manner).  Provisions in
      the Security Agreements which purport to waive or vary any rights given to
      the Canadian Borrower under, or obligations imposed on any Secured Party
      under, the APPSA may not be effective or
  enforceable.




(q)
            No
      opinion is expressed in this opinion letter as to title to, rights in or
      the beneficial interest of the Canadian Borrower or any other person in
      any real or personal property or as to the priority of any mortgage,
      charge or security interest contained in or to be granted pursuant to any
      Alberta Security Document.  Our opinions expressed in paragraph
      8 do not address priority or the fact that more particularized
      registrations may be made relative to certain  types of
      Collateral specified in each APPSA (such as motor vehicles and serial
      number goods) which would afford greater protection to the Secured Parties
      against competing claims to the same type of
  Collateral.




(r)
            No
      opinion is expressed as to whether a security interest may be created in
      collateral consisting of agreement, other than a receivable or account (as
      defined in the APPSA) to the extent that the terms thereof prohibit
      assignment or require a consent, approval or authorization which has not
      been made or given.  An assignment of a debt or account will not
      be binding on the obligor to the
extent





-289-
 EXHIBIT
J-2







that
      such debtor or account is paid or is otherwise discharged before notice of
      assignment is given to the obligor, together with the direction to pay the
      same to the Lender.




(s)
            A
      receiver or receiver and manager appointed pursuant to any Alberta
      Security Document may, for certain purposes, be treated by an Alberta or
      Alberta Court as being the agent of the Collateral Agent and not solely
      the agent of the Canadian  Borrower (and the Collateral Agent
      may not be deemed to be acting as the agent and attorney of the Canadian
      Borrower in making such appointment), notwithstanding any provision in any
      Alberta Security Document to the
contrary.




(t)
            An
      Alberta Court or a Alberta Court may require that the Canadian Borrower be
      given a reasonable time to make payment of any amount demanded under the
      Alberta Security Document to which it is party, and the Collateral Agent
      may be precluded from enforcing the security created under the Alberta
      Security Documents during such period of
time.




(u)
            No
      opinion is expressed in this opinion letter as to whether it may be
      necessary in connection with the enforcement of any Alberta Security
      Document for any Secured Party or any other persons proposing to acquire,
      own or operate all or any part of the property secured thereunder to give
      any notice or obtain or effect any licence, franchise, permit, consent,
      approval, registration or other authorization or exemption in connection
      therewith.




(v)
            A
      security interest, mortgage or charge in (i) any goods purchased
      under any licence, (ii) an approval, privilege, quota, franchise,
      permit or lease, (iii) an instrument, contract, account or agreement,
      (iv) investment property or (v) property subject to any of the
      Canada Shipping
      Act (Canada), the Copyright Act (Canada),
      the Integrated Circuits
      Topography Act (Canada), the Industrial Designs Act
      (Canada), the Patent
      Act (Canada), the Plant Breeders’ Rights
      Act (Canada), the Canada Transportation
      Act (Canada), the Trade-marks Act
      (Canada), the Financial
      Administration Act (Canada), the Land Titles Act
      (Alberta), the Registry
      Act (Alberta), the Railways Act(Alberta),
      the Land Title Act(Alberta), the Petroleum and Natural Gas Act (Alberta), the Coal Act (Alberta) or
      the Mineral Tenure Act(Alberta)( (the “Special Property
      Statutes”) may not be perfected, valid, binding or enforceable
      because of the nature or terms of such property, or to the extent the
      nature or terms of such property or any statute or regulation require a
      consent, approval, acknowledgment, notice or other authorization or
      registration which has not been given or
made.




(w)
            No
      opinion is expressed in this opinion letter as to (i) the validity,
      effect or enforceability under any of the Special Property Statutes of any
      security interest,





-290-
 EXHIBIT
J-2







mortgage
      or charge  expressed to be created in favour of the Collateral
      Agent under any Alberta Security Document in any real or personal property
      of the Canadian Borrower or (ii) any required registration, filing,
      recording or notice under any of the Special Property Statutes in respect
      of such security interest in any personal property subject to the Special
      Property Statutes.




(x)
            Our
      opinions in paragraphs 9 do not address any of the following
      matters:




(i)
            any
      required registration, filing, recording or notice in respect of any
      fixtures, goods that may become fixtures, crops, minerals or hydrocarbons
      to be extracted, or timber to be cut;
or




(ii)
            any
      required caution filing or other registration, filing, recording or notice
      which may be required in certain circumstances where goods are intended to
      be brought or are brought into the Province of
  Alberta.




(y)
            No
      opinion is expressed on the effect of any provision of the Alberta
      Security Documents that deems the Collateral Agent, any other Secured
      Party, or any agent or receiver and manager appointed by any of them, to
      have exercised reasonable care or to have acted in a commercially
      reasonable manner.




(z)
            No
      opinion is expressed on the effect or enforceability of any agreement by
      the Canadian Borrower contained in the Alberta Security Documents that any
      action or inaction by the Collateral Agent, or any agent or receiver and
      manager appointed by or on the application of the Collateral Agent, is
      commercially reasonable or not commercially
  unreasonable.




(aa)
            the
      validity of the security interests in personal
  property:




(i)
            in
      respect of:  (A) goods (as defined in the APPSA); and (B)
      possessory security interests in chattel paper, negotiable documents of
      title, instruments or money (as such terms are defined in the APPSA) is,
      subject to paragraph (ii)(B) below, governed by the laws of the
      jurisdiction where such personal property is situated when the security
      interests attach and in this regard we have assumed such personal property
      was situated in the Province of Alberta at the time of
      attachment;




(ii)
            in
      respect of:  (A) intangibles (as defined in the APPSA); (B)
      goods which are of a kind that are normally used in more than one
      jurisdiction (if such goods are equipment (as defined in the APPSA) or are
      inventory (as defined in the APPSA) leased or held for lease by the
      Canadian Borrower to others); and (C) a non-possessory security interest
      in chattel paper, negotiable documents of title, instruments or money, is
      governed by the





-291-
 EXHIBIT
J-2







laws
      of the jurisdiction where the Canadian Borrower is located (as determined
      in the PPSA) at the time the security interests attach and in this regard,
      we have assumed that the Canadian Borrower was located in the Province of
      Alberta at the time of attachment;
and




(iii)
            in
      respect of investment property (as defined in the APPSA), is governed by
      the laws of the jurisdiction:




(A)
            where
      the certificate is located in the case of certificated securities (as
      defined in the APPSA);




(B)
            the
      issuer's jurisdiction in the case of uncertificated securities (as defined
      in the APPSA);




(C)
            the
      security intermediary's jurisdiction in the case of a security entitlement
      or a securities account (as such terms are defined in the APPSA);
      or




(D)
            the
      futures intermediary's jurisdiction in the case of a futures contract or a
      futures account (as such terms are defined in the
  APPSA),




in each
case determined at the time the security interests attach.




Transaction
Specific Qualifications




(bb)
            No
      opinion is expressed on the validity, effect or enforceability of any
      waiver of jury trial contained in any Credit
  Document.




(cc)
            No
      opinion is expressed on the validity or effect of any service of process
      served in accordance with the provisions of any Credit Document if such
      service is not made in compliance with the Rules of Civil
      Procedure for the Province of
Alberta.




(dd)
            Except
      as expressly set forth herein, we express no opinion as to the perfection
      or ranking of the Security Interests nor as to any registrations, filings
      or recordings of the Security Documents or the security interests which
      may be required under the laws of the Province of
  Alberta.




Reliance




This
opinion is given for the sole benefit of the addressees and their respective
successors and assigns in connection with the transactions contemplated in the
Credit Agreement





-292-
 EXHIBIT
J-2







and may
not be relied upon by any other party or in respect of any other transaction
without our express written consent.




Yours
truly,








BENNETT
JONES  LLP





-293-
 EXHIBIT
J-2










SCHEDULE "A"




APPSA  REGISTRATIONS




The
registration period of the Financing Statements will expire, and the security
interests perfected thereby will become unperfected, 7 years from the date of
registration unless the registration period is extended prior to that time by
registration under the APPSA of financing change statements designated as a
renewal.  We assume no responsibility for registering these financing
change statements or for reminding you of the date by which it must be
registered.




Any
change in the name of the Canadian Borrower and any transfer by the Canadian
Borrower of any collateral will require the filing of a financing change
statement under the APPSA:




(a)
            within
      15 days of the transfer if the Collateral Agent consented to the transfer;
      or




(b)
            within
      30 days after the later of (i) the transfer, if the Collateral Agent
      had prior knowledge of the transfer and if the Collateral Agent had, at
      the time of the transfer, the information required to register a financing
      change statement and (ii) the day the Collateral Agent learns the
      information required to register a financing change statement;
      or




(c)
            within
      30 days after the Collateral Agent learns of the change of name and the
      new name of the Canadian Borrower .




We assume
no responsibility for making this type of registration nor for notifying you if
circumstances arise which necessitate this type of registration.




Additional
registrations may be required in other jurisdictions if any of the collateral is
removed from Alberta or if the Canadian Borrower moves its principal place of
business or other locations.










DMSLegal\053168\00012\2889523v6
 -294-
 EXHIBIT
J-3 PART 1










June 9,
2008




Credit
Suisse, as Administrative Agent




General
Electric Capital Corporation, as Collateral Agent




to the
Lenders referred to below




Eleven
Madison Avenue




New York,
New York  10010-3629




Re:
            Credit
      Agreement (“Credit
      Agreement”) dated as of June 9, 2008, by and among Ply Gem
      Holdings, Inc., a Delaware corporation (“Holdings”), Ply
      Gen Industries Inc., a Delaware corporation (the “Specified U.S.
      Borrower”), CWD Windows and Door, Inc., a Canadian corporation (the
      “Canadian
      Borrower”), the subsidiaries of the specified U.S. Borrower from
      time to time party hereto as Borrowers and Guarantors, each Lender from
      time to time party thereto (the “Lenders”),
      Credit Suisse (the “Administrative
      Agent”), as Administrative Agent for the Lenders, and General
      Electric Capital Corporation, (the “Collateral
      Agent”), as Collateral Agent for the Lenders, Credit Suisse,
      Toronto Branch, as Canadian Swing Line Lender and Canadian L/C Issuer and
      Credit Suisse Securities (USA) LLC, a sole Lead Arranger and Sole
      Bookrunner, as Syndication Agent, and Documentation
  Agent.




Ladies
and Gentlemen:




We have
been engaged as special legal counsel to New Alenco Extrusion, Ltd., a Texas
limited partnership, New Alenco Window, Ltd., a Texas limited partnership, and
New Glazing Industries, Ltd., a Texas limited partnership (each individually a
“Partnership,”
and collectively, the “Partnerships”) for
the purpose of delivering a legal opinion in connection with the Partnerships’
execution and delivery of each of the documents defined as the Credit Documents
on Schedule I
hereto (collectively, the “Credit Documents”),
to which each Partnership is a party.




This
opinion is being furnished to you pursuant to Section 4.01(a)(xiii) of the
Credit Agreement.  Except as otherwise defined herein and in Schedule I hereto,
capitalized terms used herein have the meanings assigned to such terms in the
Credit Agreement.  Other terms that are defined in the Uniform
Commercial Code as in effect in the State of Texas (the “Texas UCC”) have the
same meaning when used herein unless otherwise indicated by the context in which
such terms are so used.




In
arriving at the opinions expressed below, we have examined and relied on an
original or copy, identified to our satisfaction, of each of the Credit
Documents.  In addition, we have examined the Credit Agreement and
such other documents and partnership records (collectively,







-295-





the
“Other
Documents”) and such questions of law as we have deemed necessary or
appropriate for the purposes of this opinion.  As to facts material to
our opinion, we have made no independent investigation of such facts and have
relied on such certificates from officers and representatives of the
Partnerships, and from public officials, as we have deemed necessary or
appropriate for the basis of this opinion.  In making the foregoing
examinations, we have assumed that, as to the factual matters, all
representations and warranties and other factual statements made in the Credit
Documents (other than those which are expressed herein as our opinions) were and
are true, correct and complete in all material respects, and we made no
independent investigation of such matters.  We have assumed that any
representation or statement qualified by “the best of knowledge” of the party
making such representation or statement, or by similar qualification, is correct
without such qualification.  As to all matters in which a person or
entity making a representation referred to above has represented that such
person or entity either is not a party to, or does not have, or is not aware of,
any plan or intention, understanding or agreement, we have assumed that there is
in fact no such plan, intention, understanding or
agreement.  Moreover, to the extent that any of the Other Documents is
governed by the laws of any jurisdiction other than the jurisdictions that are
the subject of this opinion, our opinion relating to those Other Documents is
based solely upon the plain meaning of their language without regard to
interpretation or construction that might be indicated by the laws governing
those Other Documents.




We do not
represent the Partnerships on a general or regular basis and, accordingly, have
no detailed information concerning its respective businesses or
operations.  Therefore, nothing contained herein should be construed
as an opinion regarding the Partnerships or their operations satisfying or
otherwise complying with any local laws or ordinances or laws or ordinances of
general application pertaining to the particular business and operations of the
Partnerships.




In
rendering the opinions herein set forth, we have assumed, with your permission,
and without independent investigation on our part, the following:




(i)           each
of the Other Documents examined by us has been duly authorized, executed and
delivered by each of the parties thereto, that each such party has the requisite
power and authority to execute, deliver, and perform the Other Documents, and
that the Other Documents constitute the legal, valid and binding obligation of
each such party thereto enforceable against it in accordance with its
terms;




(ii)           the
Credit Documents have been duly authorized by each of the parties thereto (other
than the Partnerships), that each such party (other than the Partnerships) has
the requisite power and authority to execute, deliver and perform the Credit
Documents to which it is a party, that the Credit Documents have been duly
authorized, executed and delivered by each of the parties thereto (other than
the Partnerships), and that the Credit Documents constitute the legal, valid and
binding obligations of each party thereto, enforceable in accordance with their
terms;







-296-





(iii)           the
Credit Agreement has been duly authorized by each of the parties thereto, that
each such party has the requisite power and authority to execute, deliver and
perform the Credit Agreement to which it is a party, that the Credit Agreement
has been duly authorized, executed and delivered by each of the parties thereto,
and that the Credit Agreement constitutes the legal, valid and binding
obligations of each party thereto, enforceable in accordance with their
terms;




(iv)           the
legal capacity of natural persons;




(v)           that
the laws of any jurisdiction other than the jurisdictions that are the subject
of this opinion do not affect the terms of the Credit Agreement and the Credit
Documents;




(vi)           there
are no extrinsic agreements or understandings among the parties to the Credit
Agreement and the Credit Documents that would modify, amend or affect the
interpretation of the terms of the Credit Agreement and the Credit Documents or
the respective rights or obligations of the parties thereunder;




(vii)           the
Collateral Agent and Administrative Agent have been and are the duly appointed
agents of each of the Lenders pursuant to the Credit Agreement and the
applicable Credit Documents, and the names of the Collateral Agent and
Administrative Agent are as set forth in the Credit Agreement and the Credit
Documents;




(viii)          that
each party to the Credit Agreement and the Credit Documents has received
adequate consideration under applicable law for its execution and delivery
thereof; and




(ix)           all
documents submitted to us as originals are authentic, all documents submitted to
us as certified or photostatic copies conform to the authentic original
documents, all signatures on all documents submitted to us for examination are
genuine, the Credit Agreement and the Credit Documents will be executed in the
form received, and all public records reviewed are accurate and
complete.




Based
upon the foregoing, and in reliance thereon, and subject to the assumptions,
qualifications, exceptions and limitations set forth herein, we are of the
opinion, having due regard for such legal consideration as we deem relevant,
that:




1.  Each
Partnership is a limited partnership, validly existing and in good standing
under the laws of the State of Texas.  This opinion is based solely
upon the certificates relating to each Partnership issued by the Secretary of
State of the State of Texas dated June 3, 2008, and Texas Comptroller of Public
Accounts dated June 3, 2008, and such opinion is limited to the meaning ascribed
to such certificates.




2.  Each
Partnership:







-297-





(a)  has the
requisite limited partnership power and authority (i) to execute and deliver the
Credit Documents to which such Partnership is a party, (ii) to perform its
obligations under the Credit Documents to which such Partnership is a party, and
(iii) to our knowledge, to own its properties and conduct its
business;




(b)  has taken
the limited partnership action necessary to authorize the execution and delivery
of, and performance of its agreements in, the Credit Documents to which such
Partnership is a party; and




(c)  has
executed and delivered each of the Credit Documents to which such Partnership is
a party.




3.  The
execution and delivery of, and performance by each Partnership of its
obligations under each Credit Document to which it is a party do
not:




(a)  violate
the Certificate of Limited Partnership or the Agreement of Limited Partnership
of such Partnership; or




(b)  to our
knowledge, violate any Applicable Laws (defined below), in each case, which
would have a Material Adverse Effect (defined below).




For
purposes of this opinion, the term “Material Adverse
Effect” when used in connection with any Partnership means any change,
effect or circumstance that is materially adverse to the business, assets,
financial condition or results of operation of such Partnership.




4.  All
Government Approvals (defined below) required for the execution and delivery of
the Credit Documents to which such Partnership is a party, have been obtained or
made, except as described in paragraph 6 below.




5.  The U.S.
Security Agreement is effective to create a security interest in right, title,
and interest of each Partnership in the Article 9 Collateral (as defined below)
in favor of the Collateral Agent.




6.  (a)           Under
the Texas UCC (including the choice of laws provisions thereof) while a debtor
is “located” in a jurisdiction, the local law of that jurisdiction governs the
perfection of a security interest in that portion of the Article 9 Collateral in
which a security interest may be perfected by filing a financing statement under
the UCC as in effect in the state of filing of such debtor (the “Filing
Collateral”).  Under the Texas UCC, the Partnerships are each
“located” in
Texas, therefore, the local law of Texas governs perfection of a security
interest in Partnerships’ rights in the Filing Collateral.




(b)  Upon the
filing of the fully authorized financing statements, attached hereto as Exhibits A-1, A-2 and
A-3 (the “Financing
Statements”), in the office of the Secretary of the State of Texas, the
security interest created under the U.S. Security Agreement with







-298-





respect
to the Partnerships’ right, title, and interest in the Filing Collateral will be
perfected.  Each of the Financing Statements is in proper form for
filing in the office of the Secretary of the State of the State of
Texas.  As used herein the term “Article 9 Collateral”
means the Collateral (as defined in the U.S. Security Agreement, and herein
defined as the “Collateral”) to the
extent that such Collateral is property in which a security interest may be
created under Article 9 of the Texas UCC.




The
opinions set forth above are subject in all respects to the following
qualifications, exceptions, assumptions and limitations:




(a)  (i)  We
express no opinion as to the creation or perfection of the Collateral Agent’s
security interests in any Article 9 Collateral constituting accounts that are
due from the United States of America or any state of the United States of
America or any agency or department of the United States of
America.  We also express no opinion as to the sufficiency of any
description of any commercial tort claims included in the Article 9 Collateral.
(ii) We further note that, in the case of any exercise of remedies by the
Collateral Agent under the U.S. Security Agreement that would result in a
transfer of the ownership of the property of any Partnership, such transfer may
be subject to compliance with the Hart- Scott-Rodino Antitrust Improvements Act
of 1976.




(b)  Other
than as set forth in paragraphs 5 and 6 above, we express no opinion as to the
creation, perfection or priority of any security interest.  The
opinion set forth in paragraph 6 above regarding the perfection of security
interests is subject to the following:




(1)
            We
      have assumed: (a) value has been given for all security interests and
      liens created under the Credit Agreement and the Credit Documents; (b) all
      descriptions reasonably and accurately identify the property being
      described or intended to be described; (c) each Partnership has the power
      to transfer rights in the properties in which it is purporting to grant a
      security interest within the meaning of the Texas UCC; (d) the Article 9
      Collateral does not constitute (i) consumer goods, (ii) timber to be
      cut, (iii) farm products, (iv) fixtures, or (v) as-extracted collateral;
      and (e) each Partnership is not a transmitting utility under the
      Texas UCC.




(2)
            We
      call to your attention that Sections 9.301 and 9.316 of the Texas UCC,
      contain and refer to rules under which the laws of jurisdictions other
      than Texas would apply to the perfection, and the effect of perfection or
      nonperfection, of a security interest.  We further call to your
      attention that Sections 9.310 and 9.312 of the Texas UCC describe
      situations in which filing is not necessary or is ineffective to perfect a
      security interest.







-299-







(3)
            The
      perfection of the Collateral Agent’s security interest in any proceeds of
      the Article 9 Collateral will be limited as provided in Section 9.315 of
      the Texas UCC.




(4)
            We
      call to your attention that: (a) under Section 9.316 of the Texas UCC,
      perfection of any security interest in the Article 9 Collateral will lapse
      (i) wherein the time perfections would have ceased under the law of the
      applicable jurisdiction, (ii) four months after the Partnership changes
      its location to another jurisdiction or (iii) one year after the
      Partnership transfers the Article 9 Collateral to a Person (as defined in
      the Texas UCC) who thereby becomes a debtor under the Credit Agreement and
      the Credit Documents and who is located in another jurisdiction, unless,
      in either case, appropriate steps are taken to perfect such security
      interest in such other jurisdiction before the expiration of such
      four-month or one-year period, as applicable; (b) under Section 9.507 of
      the Texas UCC, if the Partnership changes its name so as to make the
      Financing Statements seriously misleading, then perfection will lapse as
      to any Article 9 Collateral acquired more than four months after such
      change unless one or more appropriate financing statements indicating the
      new name of such Partnership are properly filed before the expiration of
      such four-month period which renders the Financing Statement not seriously
      misleading; and (c) Section 9.508 of the Texas UCC requires the
      filing of a new financing statement to continue perfection when the
      financing statement becomes seriously misleading as a result of the
      difference between the name of an original debtor and a new
      debtor.




(5)
            We
      note that the effectiveness or perfection of the security interests in the
      Article 9 Collateral may be impaired, lost or adversely affected as to
      such property, or portions thereof, that (A) as provided in Section 9.336
      of the Texas UCC, lose its or their identity or become part of a product
      or mass, (B) pursuant to Section 9.320 of the Texas UCC, are goods
      purchased by a buyer in the ordinary course of business, (C) pursuant to
      Section 9.321 of the Texas UCC, are general intangibles licensed or goods
      leased in the ordinary course of business, (D) are goods purchased by a
      buyer other than in the ordinary course of business as provided in Section
      9.323(d) of the Texas UCC, (E) are chattel
  paper,







-300-





instruments,
      documents, securities, financial assets or security entitlements with
      respect to which a purchaser may take free of a security interest under
      Sections 9.330 and 9.331 of the Texas UCC, or (F) are goods with respect
      to which certain buyers may take free of a security interest under Section
      9.337 of the Texas UCC.




(6)
            We
      express no opinion with respect to the effect of applicable law providing
      for liens securing the claims of mechanics, materialmen, contractors and
      other like persons, liens for wages, and liens securing claims of
      governmental authorities for taxes and similar liens which may be
      applicable to the Article 9
Collateral.




(c)  We
express no opinion with respect to the effect of:




(1)
            Section
      552 of the Bankruptcy Code (11 U.S.C. §552) (relating to property acquired
      by a pledger after the commencement of a case under the United States
      Bankruptcy Code with respect to such pledgor) or Section 506(c) of the
      Bankruptcy Code (11 U.S.C. §506(c)) (relating to certain costs and
      expenses of a trustee in preserving or disposing of
      collateral);




(2)
            in
      the case of property which becomes collateral after the date hereof,
      Section 547 of the United States Bankruptcy Code (the “Bankruptcy
      Code”) which provides that a transfer is not made until the debtor
      has rights in the property transferred, so a security interest in
      after-acquired property which is security for other than a contemporaneous
      advance maybe treated as a voidable preference under the conditions (and
      subject to the exceptions) provided by Section 547;
  and




(3)
            Section
      364 of the Bankruptcy Code which provides that the extension of secured
      credit after the commencement of a case under the Bankruptcy Code requires
      court approval.




(d)  In
rendering the opinions expressed in this opinion letter, we have made no
examination of and express no opinion with respect to: (i) title to or, except
as to adequacy of form, the legal descriptions of any Collateral; (ii) the
nature or extent of the Partnership’s rights in, or title to, any Collateral; or
(iii) the existence or non-existence of liens, security interests, charges or
encumbrances thereon or therein actually of record.  We have not
independently verified the existence, condition, location or ownership of any
Collateral.  Additionally, we express no opinion as to Collateral to
the extent that (as stated in Section 9-109 of the Texas UCC) Article 9 of the
Texas UCC is not applicable or which is subject to a state statute or a statute
or treaty of the United States which provides for a certificate of title or
national or international registration.







-301-







(e)  The
opinions expressed herein are as of the date hereof only, and we assume no
obligation to update or supplement such opinions to reflect any fact or
circumstance that may hereafter come to our attention, or any amendment to the
Credit Agreement or the Credit Documents that may hereafter become effective, or
any change in law that may hereafter occur or become effective.




(f)  We do not
assume responsibility for (i) the accuracy and completeness or fairness of any
information of a factual nature; including, but not limited to, financial
information furnished or representations and warranties contained in the Credit
Agreement or the Credit Documents or (ii) the fulfillment, completion or
performance of any covenants or agreements contained in the Credit Agreement or
the Credit Documents.




(g)  With
respect to references herein to “known to us”, “to our knowledge” or words or
phrases of similar import (whether or not modified by any additional phrases),
such references mean the actual, current knowledge that those attorneys of this
firm who devoted substantive attention to the transactions to which this opinion
relates (not to the knowledge of the firm generally) have obtained from the
following, which constituted the examination for the purposes of the applicable
opinions: (i) their review of documents in connection with rendering this
opinion, and the due diligence performed in connection therewith, which review
and due diligence were limited to reviewing the Credit Agreement, the Credit
Documents and Other Documents, the exhibits and schedules thereto, the
organizational documents of the Partnerships and certificates of officers of the
Partnerships and which due diligence did not include any examination of courts,
boards, other tribunals or public records with respect to any litigation,
investigation or proceedings, or judgments, orders or decrees, in any event
applicable to the Partnerships or any of their respective properties, (ii) their
participation (if any) in the negotiation of the Credit Agreement or the Credit
Documents and (iii) representations and warranties of the Partnerships set forth
in the Credit Agreement or the Credit Documents, or otherwise made to us in
certifications and other writings.  Except as otherwise stated in this
opinion, we have undertaken no independent investigation or verification of such
matters.




(h)  For
purposes of our opinion, “Applicable Laws”
means those laws of the State of Texas which, in our experience, are normally
applicable to transactions of the type contemplated by the Credit Agreement and
the Credit Documents.  Furthermore, the term “Applicable Laws” does
not include, and we express no opinion with regard to any: (i) statutes,
administrative decisions, ordinances, rules and regulations of any political
subdivision (whether at the federal, state, regional or local level); (ii)
conflict of law principles and choice-of-law statutes and rules; (iii) statutes,
laws, rules and regulations relating to: (A) pollution or protection of the
environment, (B) zoning, land use, usury,







-302-





building
or construction, (C) occupational, safety and health or other similar matters,
(D) labor, employee rights and benefits, including the Employment Retirement
Income Security Act of 1974, as amended, (E) the regulation of utilities, or
matters pertaining to the acquisition, transaction, transportation, storage, or
use of energy sources used in connection therewith or generated thereby, (F)
antitrust, unfair competition and trade, including but not limited to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, (G) taxation or other
similar matters, (H) copyright, patent and trademark, (I) securities, (J)
fiduciary duty requirements, (K) fraudulent transfer or fraudulent conveyance,
(L) racketeering, and (M) the regulation of banks or the conduct of their
business; (iv) the Foreign Corrupt Practices Act; and (v) the Uniting and
Strengthening America by Producing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act, and in each case with respect to each of the foregoing,
(X) as construed or enforced pursuant to any judicial, arbitral or other
decision or pronouncement, (Y) as in effect in any jurisdiction, and
(Z) including, without limitation, any and all authorizations, permits,
consents, applications, license, approvals, filings, registrations,
publications, exemptions and the like required by any of them.




(i)  For
purposes of our opinion, “Government Approvals” means any order, consent,
approval, license, authorization or validation of, filing, recording, or
restriction with, notice to or exemption by, any Texas governmental authority
pursuant to any Applicable Laws.




(j)  This
opinion is limited to the laws of the State of Texas.




This
letter constitutes a legal opinion letter issued by our firm only as to the
matters set forth above, and should not be construed as a guarantee, warranty or
as any other type of document or instrument.  In this regard, it is
only our professional judgment as to the specific questions of law addressed,
based on our professional knowledge and judgment at this time and is prepared
and rendered in accordance with the standard of care applicable to opinion
letters issued by law firms and/or lawyers located in the State of
Texas.




The
opinions herein have been furnished to Administrative Agent, Collateral Agent
and the Lenders and are solely for the benefit of the Administrative Agent,
Collateral Agent and the Lenders and their respective assigns and participants,
and may not be quoted to or relied upon by (x) any other person or (y) by you or
any other person in any other context without the prior written consent of the
undersigned.




Very
truly yours,








Adams
and Reese LLP





-303-
 EXHIBIT
J-3 PART 2





June 9,
2008





VIA
FEDERAL EXPRESS





To the
Lenders party to the


Credit
Agreement referred to below,


Credit
Suisse, as Agent and


General
Electric Capital Corporation, as Collateral Agent





Re:
            Ply
      Gem Industries, Inc. – $150,000,000 Senior Secured Revolving Credit
      Facility (the “Credit
      Agreement”)





Ladies
and Gentlemen:




We have
acted as special counsel in the State of Ohio (the “State”) to Great Lakes
Window, Inc., an Ohio corporation (“GLW”), and Alcoa Home Exteriors, Inc., an
Ohio corporation (“AHE”) (each a “Company” and collectively, the “Companies”),
in connection with (i) the execution and delivery by each Company as a “Grantor”
of the U.S. Security Agreement dated June 9, 2008 (the “Security Agreement”)
among Ply Gem Industries, Inc., a Delaware corporation (the “U.S. Borrower”),
Ply Gem Holdings, Inc. (“Holdings”), each of the Grantors named in the Security
Agreement (the “Grantors”), Credit Suisse as administrative
agent  (the “Agent”) and General Electric Capital Corporation, as
collateral agent (the “Collateral Agent”), (ii) the execution and delivery by
each Company as a “Guarantor” of the U.S. Guaranty dated June 9, 2008 (the
“Guarantee”) among the U.S. Borrower, Holdings, each of the Guarantors named in
the U.S. Guaranty and the Collateral Agent, (iii) the execution and delivery by
each Company of the Lien Subordination and Intercreditor Agreement dated June 9,
2008 (the “Intercreditor Agreement”) among the Collateral Agent, U.S. Bank
National Association, as trustee and noteholder collateral agent, the U.S.
Borrower, Holdings and certain subsidiaries of the U.S. Borrower and (iv) the
consummation of the transactions contemplated by the Credit Agreement, among,
among others, the U.S. Borrower, Holdings, CWD Windows and Doors, Inc., as the
Canadian borrower, certain banks and financial institutions from time to time
party thereto as lenders, the Collateral Agent and the Agent, for the sole
purpose of rendering certain opinions relative to laws of the State with regard
to the Companies and, in particular, with regard to the Guarantee and the
Security Agreement (the Intercreditor Agreement, the Guarantee, the Security
Agreement, and the Intellectual Property Security Agreement by U.S. Borrower,
Holdings, the Grantors (as defined therein, in favor of Collateral Agent dated
June 9, 2008, are collectively referred to hereinafter as the “Security
Documents”).





Initial
capitalized terms not otherwise defined herein, unless the context clearly
requires a different meaning, shall have the meaning ascribed to such terms in
the Security Agreement.





-304-





In
addition to the Security Documents, in rendering our opinions we have reviewed
and relied upon: (x) the financing statements attached hereto on Schedule I (the
“Financing Statements”);  (y) the certificate of the Secretary of the
Companies as attached hereto as Exhibit “A” (the “Officer Certificate”) with
regard to the matters certified therein, inclusive of the articles of
incorporation, as amended, of each Company (the “Articles”), the bylaws, as
amended, of GLW (the “GLW Bylaws”), the regulations, as amended, of AHE (the
“AHE Regulations”), each as attached to the Officer Certificate (collectively,
the Articles, GLW Bylaws, and the AHE Regulations, the “Organizational
Documents”), and the relevant resolutions of the Board of Directors of each
Company as attached to the Officer Certificate; and (z) such other certificates,
documents, and records as we have deemed relevant to our opinions and the
factual assumptions underlying the legal conclusions set forth
herein.





Whenever our opinion with respect to
the existence or absence of facts is indicated to be based on our knowledge or
awareness as indicated by the use of the words “to our knowledge” or “known to
us,” we are referring to the actual, present knowledge of the particular
Marshall & Melhorn, LLC attorneys who have represented each Company and are
indicating that during the course of such representation no information has come
to the attention of such attorneys which would give such attorneys current
actual knowledge of the existence of the facts so qualified.  The term
“knowledge” further does not confirm nor is it intended to imply that the
lawyers drafting this opinion letter have made inquiry of one or more
representatives of the Companies.  Except as expressly set forth
herein, we have not undertaken any independent investigation, examination or
inquiry to determine the existence or absence of any facts (and have not caused
the review of any court file or indices) and no inference as to our knowledge
concerning any facts should be drawn as a result of the limited purpose of
rendering this opinion letter.  As such, we have not been requested
nor have we reviewed any agreement or other instrument to which either Company
is a party or by which any of the Companies’ properties or assets are bound
except as expressly referenced herein.





I.  ASSUMPTIONS





The
opinions rendered in this letter are based upon the following assumptions,
together with such additional assumptions and qualifications as may be more
specifically set forth in other sections of this letter (collectively,
“Assumptions”).





1.
            The
      negotiation, execution, delivery and performance of the Security Documents
      were and will be free from any fraud, misrepresentation, duress or
      criminal activity on the part of any
party.





2.
            All
      signatures on all original documents are genuine and
      authentic.  All documents that were submitted to us as originals
      are authentic, true, accurate and complete.  All documents that
      were submitted to us as certified or photographic copies conform to the
      original documents, which are themselves authentic, true, accurate and
      complete.





3.
            All
      certificates and other statements, documents and records reviewed by us
      are accurate and complete, and all representations, warranties, schedules
      and exhibits contained in the Security Documents, with respect to the
      factual matters set forth therein, are accurate and
    complete.





-305-





4.
            Neither
      the Agent, the Collateral Agent nor any Lender has actual knowledge that
      any of the factual assumptions or opinions contained herein are
      incorrect.





5.
            All
      documents have been duly authorized, executed and delivered by all parties
      (other than the Companies) and are enforceable against them in accordance
      with their respective terms.





6.
            Each
      natural person executing any of the Security Documents is legally
      competent to do so, and all signatures of the parties on the Security
      Documents are genuine.





7.
            There
      are no other agreements or understandings (other than the Security
      Documents and the Credit Agreement) between or among Companies, the
      Grantors, the Agent, the Collateral Agent nor any Lender that would
      expand, modify or otherwise affect the terms of the Security Documents or
      the respective rights or obligations of the parties thereunder and that
      the Security Documents and the Credit Agreement correctly and completely
      set forth the complete understanding of all parties
    thereto;





8.
            Each
      of the Security Documents has been executed and delivered in the form
      reviewed by us.





II.  OPINIONS





Subject
to the foregoing Assumptions and the Limitations set forth below, it is our
opinion that:





1.
            The
      Companies (a) are Ohio corporations, duly organized and validly existing
      and in good standing under the laws of the State, (b) each has all
      requisite corporate or other power and authority to own its property and
      carry on its business in the State as now being conducted, and (c) each is
      qualified to do business and is in good standing in the
    State.





2.
            The
      Companies have all requisite corporate or other power and authority to
      execute, deliver and perform all of their respective obligations under the
      Security Documents to which each is a
party.





3.
            Each
      of the Security Documents to which each Company is a party have been duly
      and validly authorized, executed and delivered by the respective
      Company.





4.
            The
      execution, delivery and compliance by the Companies with all of the
      provisions of the Security Documents and the performance of their
      respective obligations thereunder will not result in a violation of each
      Company’s respective Organizational Documents or, to our knowledge:, (i)
      any law of the State of Ohio, or (ii) any judgment, order or decree of any
      Ohio court or regulatory authority applicable to the Companies or their
      respective assets or properties.





5.
            To
      our knowledge, other than the filing of the Financing Statements in the
      Office of the Ohio Secretary of State, no consent, approval, license or
      exemption by, or order or authorization of, or
      filing, recording or registration with, any Ohio governmental authority or
      regulatory body is required in connection with the execution, delivery and
      performance by the Companies of each Security Document to which it is a
      party.





-306-







6.
            The
      provisions of the Security Documents are sufficient to create in favor of
      the Collateral Agent for the benefit of the Secured Parties (as defined in
      the Credit Agreement) a security interest in all right, title and interest
      of the Companies in those items and types of collateral described in the
      Security Documents (the "Collateral") in which the Companies have rights
      and in which a security interest may be created under Article 9 of the
      Ohio Uniform Commercial Code as collateral security for the payment of the
      Obligations (as defined in the Credit Agreement).  The Financing
      Statements are in proper form for filing and, when filed in the Office of
      the Ohio Secretary of State, are sufficient to perfect the security
      interests created by the Security Documents in all right, title and
      interest of the Company in those items and types of Collateral listed
      therein in which a security interest may be perfected by the filing of a
      financing statement under the Uniform Commercial Code as in effect in the
      State of Ohio.





III.  LIMITATIONS





The
foregoing opinion is subject to the following exceptions and limitations
(collectively, “Limitations”):








1.
            The
      enforcement and enforceability of the Security Documents and of the rights
      and remedies set forth therein are subject to established and evolving
      principles of equity (whether applied by a court of law or equity),
      commercial reasonableness, conscienability, good faith and fair dealing
      and to the limitations imposed by applicable law on: (i) the exercise and
      availability of remedies and defenses; (ii) the enforceability of
      purported waivers of rights and defenses; and (iii) the availability of
      equitable remedies and defenses
generally.





2.
            Our
      opinions above relating to the existence and good standing of each Company
      under the laws of the State of Ohio are based solely on the Good Standing
      Certificates issued by the Ohio Secretary of State dated May 30,
      2008.





3.
            The
      opinions expressed in this opinion letter are limited to the laws of the
      State of Ohio and the federal laws of the United States of America, and we
      assume no responsibility as to the applicability or the effect of any
      other laws.  No opinion is expressed herein with respect to any
      laws of any county, city or other political subdivision of the State of
      Ohio.





4.
            Our
      opinions set forth in this opinion letter are based upon the facts in
      existence and laws in effect on the date hereof and we expressly disclaim
      any obligation to update our opinions herein, regardless of whether
      changes in such facts or laws come to our attention after the delivery
      hereof.





-307-





5.
            Insofar
      as our opinion relates to enforceability of any Security Document, such
      opinion is subject to the qualifications that such enforceability may be
      limited by (i) all applicable bankruptcy, insolvency (including, without
      limitation, all laws relating to fraudulent conveyances and fraudulent
      transfers), receivership, reorganization, moratorium, liquidation,
      conservation, dissolution or similar laws affecting the enforcement of
      creditors’ rights generally, (ii) the rights of the United States under
      the Federal Tax Lien Act of 1966, as amended, (iii) the application of
      general principles of equity, including, without limitation, concepts of
      materiality, reasonableness, unconscionability, diligence, good faith and
      fair dealing, regardless of whether such enforceability is considered in a
      proceeding at law or in equity, and (iv) certain laws and judicial
      decisions that may limit or make unavailable certain of the rights and
      remedies provided in the Security Documents, except that such laws and
      decisions do not, in our opinion, materially interfere with the practical
      realization of the benefits contemplated by the Security Documents except
      for the economic consequence of any procedural delay with may result from
      such laws and decisions.





6.
            No
      opinion is given on the enforceability of any provisions in the Security
      Documents obligating any party to pay attorneys’ fees and
      expenses.





7.
            No
      opinion is given on the enforceability of any due on sale clause; due on
      encumbrance clause; prepayment or make-whole premium in the event that it
      is held to be a penalty, an unreasonable charge or anything other than a
      valid liquidated damages clause by a reviewing
  court.





8.
            No
      opinion is given on the validity, binding effect or enforceability of
      provisions, if any, in the Security Documents that waive objection to
      jurisdiction or the manner of service of process; confess a judgment or
      authorize another to confess a judgment; establish jurisdiction or venue
      for disputes and causes of action; waive the right to trial by jury;
      create self-help remedies; impose indemnity liability on others for acts
      or omissions of the parties thereto; establish indemnities or transfer or
      attempt to transfer liabilities or risks under any environmental laws or
      regulations; appoint any person as attorney-in-fact; waive rights to
      contest a judgment or waive rights to notice and a court trial; or waive
      the right to assert lack of consideration or waive the requirements of
      good faith, notice and commercial reasonableness under the Uniform
      Commercial Code (Chapter 1309 of the Ohio Revised Code) (the “Ohio
      UCC”).





9.
            We
      also express no opinion as to the following
  matters:





(i)
            (1)
      title to or rights in any of the Collateral, (2) the perfection of any
      lien or security interest except as expressly set forth above, or (3) the
      priority of any lien or security
interest;





(ii)
            The
      (a) creation of any security interest purported to be granted in or in
      respect of the following:  (i) any real property or equipment
      used in farming operations, farm





-308-





products,
      crops, timber to be cut, as-extracted collateral, or rights therein; (ii)
      policies of insurance (other than as proceeds of Collateral), receivables
      due from any government or agency thereof, inventory which is subject to
      any negotiable documents of title (such as negotiable bills of lading or
      warehouse receipts), consumer goods, beneficial interests in a trust,
      letters of credit or accounts resulting from the sale of any of the
      foregoing; or (iii) any other property or assets, the creation of a
      security interest in which is excluded from the coverage of the Ohio UCC,
      and (b) the perfection of any security interest purported to be granted in
      (i) any of the assets described under clause (a) above, (ii) except as
      specifically provided herein, the effect of federal laws related to
      “know-how,” copyrights, patents, trademarks, service marks, licenses,
      trade secrets, trade names and other intellectual property, or (iii) any
      other property or assets, the perfection of a security interest in which
      is subject to (x) a statute or treaty of the United States which provides
      for a national or international registration or a national or
      international certificate of title for the perfection by recordation of a
      security interest therein or which specifies a place of filing different
      from that specified in the Ohio Revised Code for filing to perfect or
      record such security interest, (y) a certificate of title statute, or (z)
      the laws of any jurisdiction other than the State of Ohio or the United
      States;





(iii)
            The
      enforceability of any lien on or security interest in any
      Collateral:





(a)
            consisting
      of goods of a consignor who has delivered such goods to either Company
      under a true consignment (as distinguished from a consignment intended as
      security); and





(b)
            as
      against a “buyer in the ordinary course of business” (within the meaning
      of the Ohio UCC) of the Collateral.





(iv)
            The
      continuation and perfection of the Collateral Agent’s security interest in
      the proceeds of the Collateral are limited to the extent set forth in the
      Ohio UCC;





(v)
            We
      express no opinion as to any actions that may be required to be taken
      periodically under the Ohio UCC or any other applicable law for the
      effectiveness of any financing statements, or the validity or perfection
      of any security interest, to be
maintained;





(vi)
            A
      security interest in any Collateral that constitutes after-acquired
      collateral does not attach until the Company has rights in such
      after-acquired Collateral;





(vii)
            In
      the case of property which becomes part of the Collateral after the date
      hereof, Section 552 of the Bankruptcy Reform Act of 1978, as amended (the
      “Bankruptcy
      Code”) limits the extent to which property acquired by a debtor
      after the commencement of a case under the Bankruptcy Code may be subject
      to a security interest
      arising from a security agreement entered into by the debtor before the
      commencement of such case;





-309-







(viii)
            In
      the case of property which becomes part of the Collateral after the date
      hereof, Section 547 of the Bankruptcy Code provides that a transfer is not
      made until the debtor has rights in the property transferred, so a
      security interest in after-acquired property which is security for other
      than a contemporaneous advance may be treated as a voidable preference
      under the conditions (and subject to the exceptions) provided by Section
      547 of the Bankruptcy Code;





(ix)
            The
      rights of the Collateral Agent with respect to Collateral consisting of
      accounts, instruments, licenses, leases, contracts or other agreements
      will be subject to the claims, rights and defenses of the other parties
      thereto against the Companies;





(x)
            In
      the case of any Collateral consisting of licenses or permits issued by
      governmental authorities or other persons or entities, the Companies may
      not have sufficient rights therein for the security interest of the
      Collateral Agent to attach and, even if the Companies have sufficient
      rights for the security interest of the Collateral Agent to attach, the
      exercise of remedies may be limited by the terms of the license or permit
      or require the consent of the governmental authority issuing such license
      or permit;





(xi)
            We
      note that, if any of the Collateral is evidenced by instruments or
      tangible chattel paper or any other property in which a security interest
      may be perfected by taking possession (in each case as defined, and as
      provided for, in the Ohio UCC), the local law of the jurisdiction where
      such property is located will govern the priority of a possessory security
      interest in such property and the effect of perfection or non-perfection
      of a non-possessory security interest in such
  property;





(xii)
            Notwithstanding
      that Sections 1309.406(D), 1309.407(A) and 1309.408(A) of the Ohio Revised
      Code render ineffective terms in agreements which prohibit, restrict or
      require the consent of the person obligated thereon to the assignment,
      transfer of, or the creation, attachment, perfection or enforcement of a
      security interest therein or which provide that any such assignment,
      transfer, creation, attachment or enforcement gives rise to a default,
      breach, right of recoupment, claim, defense, termination, right of
      termination or remedy thereunder, such ineffectiveness may nonetheless be
      limited as provided in Section 1309.408(C) of the Ohio Revised Code;
      and





(xiii)
            The
      opinions set forth above may also be limited by Sections 1309.320,
      1309.323, 1309.335, and 1309.336 of the Ohio Revised
  Code.










-310-





This
opinion is furnished by us solely for your benefit and your respective
successors and assignees upon the understanding that we are not hereby assuming
any professional responsibility to any other
personwhatsoever.   The opinions expressed herein may not be used
or relied upon by any other person, nor may this letter or any copies of this
letter be furnished to any third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent, other
than to bank regulatory authorities or as otherwise required by law.  This
opinion is given as of the date hereof, and we hereby undertake no, and disclaim
any, obligation to advise you of any change in any matters set forth herein or
upon which this opinion is based.  This opinion is provided as a legal
opinion only, and not as a guaranty or warranty of the matters discussed
herein.





Very
truly yours,














Marshall
& Melhorn, LLC








-311-





EXHIBIT
A





OFFICER
CERTIFICATE





-312-





SCHEDULE
I





FINANCING
STATEMENTS











-313-





-314-
 EXHIBIT
J-3 PART 3










June 9,
2008




To
      the Lenders party to the revolving credit agreement referred to below,
      Credit Suisse, as Agent and General Electric Capital Corporation, as
      Collateral Agent (as defined in the Credit
  Agreement)




Re:  Ply
Gem Industries, Inc. $150,000,000 Credit Facility




Ladies
and Gentlemen:




We have
acted as special counsel in the State of Missouri to Variform, Inc., a Missouri
corporation (the “Company”), in
connection with the execution and delivery of the $150,000,000 Credit Agreement
dated as of June 9, 2008 (the “Credit Agreement”),
by and among Ply Gem Holdings, Inc., a Delaware corporation, (“Holdings”), Ply Gem
Industries, Inc., a Delaware corporation (the “Specified U.S.
Borrower”), CWD Windows and Doors, Inc., a Canadian corporation (the
“Canadian
Borrower”), the Company and the other Subsidiaries of the Specified U.S.
Borrower from time to time party hereto as Borrowers and Guarantors, the
financial institutions that are parties thereto as lenders (collectively, the
“Lenders”), and
Credit Suisse, (the “Administrative
Agent”), as Administrative Agent for the Lenders, and General Electric
Capital Corporation (the “Collateral Agent”),
as Collateral Agent for the Secured Parties.  In rendering the
opinions hereinafter set forth, we have reviewed, among other things, originals
or copies of the following documents (collectively, the “Documents”):




(a)           the
executed Credit Agreement;




(b)           the
U.S. Security Agreement dated as of June 9, 2008 among the Specified U.S.
Borrower, Holdings, the Subsidiaries of the Specified U.S. Borrower listed on
Schedule I thereto, the Collateral Agent and the Administrative Agent (the
“Security
Agreement”):




(c)           the
UCC financing statement described in Schedule A attached hereto (the “Financing Statement”)
relating to the Security Agreement;




(d)           the
U.S. Guaranty dated as of June 9, 2008 among Specified U.S. Borrower, Holdings,
the Subsidiaries of the Specified U.S. Borrower listed on the Annex thereto and
the Collateral Agent;







Doc#:
US1:5277577v1
 -315-





(e)           the
Intellectual Property Security Agreement dated as of June 9, 2008 among the
Specified U.S. Borrower, Holdings, the Subsidiaries of the Specified U.S.
Borrower listed on the Annex thereto and the Collateral Agent; and




(f)           the
Lien Subordination and Intercreditor Agreement dated as of June 9, 2008, among
the Collateral Agent, U.S. Bank National Association, as Trustee and Noteholder
Collateral Agent, the Specified U.S. Borrower, Holdings, and the Subsidiaries of
the Specified U.S. Borrower listed on Schedule I thereto.




Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
assigned to such terms in the Credit Agreement.




We are
familiar with the corporate proceedings taken by the Company in connection with
the agreements and documents described above and the transactions contemplated
thereby.  We have reviewed the articles of incorporation of the
Company and all amendments thereto and the Bylaws of the Company.  We
have received a certificate of the Secretary of State of Missouri regarding the
good standing of the Company in the State of Missouri.  As to matters
of law, we express no opinion as to any matter relating to the laws of any
jurisdiction other than the laws of the State of Missouri.




We have
relied upon the representations made by officers of the Company, including but
not limited to those set forth in the Secretary’s Certificate of even date
herewith, as to matters of fact, upon the accuracy of the factual information
set forth in all of the documents referred to in this opinion and upon certain
certificates of public officials.




We have
assumed (i) due authorization, execution and delivery of the agreements and
documents referred to in this opinion by all parties thereto other than the
Company, (ii) the enforceability of all such agreements and documents against
all parties thereto, (iii) the power and full legal right of all such parties
other than the Company (without approvals, authorizations, consents or other
orders of any public or private body or board) to execute and deliver all such
agreements and documents and perform all such parties’ obligations thereunder,
(iv) that the Company has rights in the Collateral (as defined in the Security
Agreement) in which it has granted a security interest in the Security Agreement
(the “Company
Collateral”) and (v) that none of the Company Collateral is described in
Section 9-501(a)(1) of the Uniform Commercial Code as enacted in the State of
Missouri (the “Missouri
UCC”).  We also have assumed the genuineness of all signatures
on such documents, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as copies.




Based
upon, and subject to, the foregoing, we are of the opinion that:




1.  The
Company is validly existing as a corporation and in good standing under the laws
of the State of Missouri.




2.  The
Company has the corporate power and authority to (i) execute and deliver the
Documents, (ii) perform its obligations under the Documents to which it is a
party, and (iii)







Doc#:
US1:5277577v1
 -316-





conduct
its business as described in the Annual Report or Form 10-K filed by Ply Gem
Holdings, Inc.  with the Securities and Exchange Commission on March
25, 2008, in the section captioned, “Description of the Business – Siding,
Fencing, Railing and Decking Segment.” The execution and delivery of the
Documents to which it is a party by the Company and the performance by the
Company of its obligations thereunder have been duly authorized by all necessary
corporate action on the part of the Company.  The Documents to which
the Company is a party have been duly executed and delivered by the
Company.




3. There is
no provision in the articles of incorporation or the bylaws of the Company or in
any Missouri statute, rule or regulation binding on the Company that would be
violated by the Company’s execution and delivery of the Documents to which it is
a party, nor do any of the foregoing prohibit performance by the Company of any
term, provision, condition, covenant or other obligation of the Company
contained therein.




4.  Assuming
the Financing Statement has been properly filed in the office of the Missouri
Secretary of State, no termination statement has been filed with respect to the
Financing Statement and the security interest has not otherwise been released as
to any of the Company Collateral, the security interest granted in the Security
Agreement, securing the Obligations in that portion of the Company Collateral in
which a security interest may be perfected by filing a financing statement in
Missouri under the Missouri UCC, is duly perfected.




5.  The
Collateral Agent is permitted, under the laws of Missouri, to exercise remedies
under the Security Agreement for the realization of any of the Collateral in its
own name, as Collateral Agent, without naming all of the Lenders in any
applicable legal proceeding.




6.  The
parties’ choice of New York law to govern the Documents, except as otherwise
required by mandatory choice of law rules of the Missouri UCC, would be a valid
and effective choice of law under the laws of Missouri, and adherence to
existing judicial precedents would lead a Missouri state court or federal court
sitting in Missouri that applied Missouri law to give effect to such choice of
law to govern the parties’ contractual obligations.  The only
exceptions would be that remedies provided by the laws of any jurisdiction other
than Missouri would be governed by the laws of such jurisdiction and that if the
court, pursuant to the principles set forth in Section 187 of the Restatement
(Second) of Conflict of Laws, determined either (i) that the State of New York
had no substantial relationship to the parties or the transaction and there was
not otherwise a reasonable basis for the parties’ choice, or (ii) that the
application of New York law was contrary to a fundamental policy of a
jurisdiction that had an interest with respect to the particular issue being
considered that was materially greater than the interest therein of the State of
New York and the law of such jurisdiction would govern in the absence of an
effective choice of law by the parties, then the court would not give effect to
the parties’ choice.  In addition, such a court might apply the law of
Missouri if the issue in controversy had never been determined in New
York.  If such a court took the approach of Section 1-105(1) of the
Missouri UCC, the choice of law provision in the Documents would be enforceable,
except for certain limited exceptions, unless the State of New York did not bear
a “reasonable relation” to the transaction (although no reported decision by a
Missouri court describes what constitutes a “reasonable relation” under Section
1-105(1) of the UCC).  The foregoing assumes that the choice of New
York law to govern the Documents was bona fide and devoid of fraud.







Doc#:
US1:5277577v1
 -317-





The
opinions set forth above are subject to the following
qualifications:




A.  In the
event of foreclosure under the Security Agreement, the rights, titles and
interests of any purchaser will be subject to statutory and equitable redemption
rights.




B.  We have
made no examination of the title to the Company Collateral or any other property
of the Company (collectively, the “Property”), and we
express no opinion (i) as to the Company’s title to and rights in the Property
and (ii) as to whether the description of the property included in the Security
Agreement or the Financing Statement is accurate and complete.




C.  We
express no opinion with respect to any environmental laws, rules, or
regulations, or any laws or regulations governing the sale or issuance of
securities.




D.  Our
opinion regarding the corporate power of the Company to enter into and perform
its obligations under the U.S. Guaranty is subject to the qualification that
such power may be affected by Article 11, Section 7 of the Missouri
Constitution, which provides that “No corporation shall issue stock or bonds or
other obligations for the payment of money, except for money paid, labor done or
property actually received ....” The quoted provision of Article 11, Section 7
of the Missouri Constitution has not been judicially interpreted with respect to
its effect on a guaranty executed by a corporation incorporated under Missouri
law.  Nonetheless, it is our opinion that the Company’s entry into and
performance of its obligations under the U.S. Guaranty are within the corporate
power of the Company.




This
opinion letter is being furnished to you and your permitted successors and
assigns for your and their use and the use of your and their respective counsel
in connection with the Transactions contemplated by the Documents.  No
other parties may rely on this opinion except that it may be circulated to any
prospective Lender or Agent in accordance with the Credit Agreement and may be
relied upon by any person who, in the future, becomes a Lender or
Agent.  No other use of this opinion may be made without our prior
written consent.




The
opinions set forth in this opinion letter are effective as of the date
hereof.  We express no opinions other than as herein expressly set
forth, and no expansion of our opinions may be made by implication or
otherwise.  We do not undertake to advise you of any matter within the
scope of this opinion letter which comes to our attention after the delivery of
this opinion letter and disclaim any responsibility to advise you of future
changes in law or fact which may affect the above opinions.  This
opinion letter is solely for your use in connection with the transaction
indicated above and is not to be relied upon by any other person or quoted from
in whole or in part without the express written consent of this
firm.




Very
truly yours,





Lathrop
& Gage L.C.





Doc#:
US1:5277577v1
 -318-





SCHEDULE
A




The UCC
financing statement relating to the Security Agreement for Variform,
Inc.  is attached to this schedule.










Doc#:
US1:5277577v1
 -319-
 EXHIBIT
K





COMPANY
      NAMEReport
      No.  1
            As
      of:BORROWING
      BASE CERTIFICATE
            
            
            
            INPUT
      CELLS - Enter ACTUAL AmountsCOLLATERAL
      ACTIVITYACCOUNTS RECEIVABLE:
            
            
            
            
            
            
            Total1
            Beginning
      Accounts Receivable Balance
            
            
            
            
            
            
            0.002
            Gross
      Sales (Invoices)
            
            
            
            
            
            
            0.003
            Debit
      Memos/Others Adjustments
            
            
            
            
            
            
            0.004
            Credit
      Memos/Other Adjustments
            
            
            
            
            
            
            0.005
            TOTAL
      NET SALES (2+3-4)
            
            
            
            
            
            
            0.006
            A/R
      Collections
            
            
            
            
            
            
            0.007
            Non
      A/R Collections
            
            
            
            
            
            
            0.008
            Discounts/Allowances
            
            
            
            
            
            
            0.009
            TOTAL
      DEDUCTIONS (6+7+8)
            
            
            
            
            
            
            0.0010
            Net
      Ending Balance
            
            
            
            
            
            
            0.0011
            Less:  Ineligible
      Accounts
            
            
            
            
            
            
            0.0012
            Total
      Eligible Accounts Receivable
            
            
            
            
            
            
            0.0013
            Accounts
      Receivable availability
            @
            85%
            
            
            
            
            0.0014
            A/R
      AVAILABLE
            
            
            
            
            
            
            0.00RAW MATERIALS INVENTORY:
            
            
            
            
            
            
            TOTAL15
            Gross
      Raw Materials Inventory Balance
            
            
            
            
            
            
            0.0016
            Ineligible
      Raw Materials Inventory
            
            
            
            
            
            
            0.0017
            Eligible
      Raw Materials Inventory
            
            
            
            
            
            
            0.0018
            Inventory
      Availability @
            0%
            of
      Line 17 - Test One
            
            
            
            0.0019
            Net
      Book Value of Raw Materials multiplied by RM NOLV Percent
            
            
            
            
            0.00Net
      Book Value of RM
            0.00
            
            NOLV
      Percentage20
            Inventory
      Availability @
            85%
            of
      Line 19 - Test Two
            
            
            
            0.0021
            INVENTORY
      AVAILABLE (Lesser of Line 18 and Line 20)
            
            
            
            
            
            0.00WORK IN PROCESS INVENTORY:
            
            
            
            
            
            
            TOTAL22
            Gross
      Work in Process Inventory Balance
            
            
            
            
            
            
            0.0023
            Ineligible
      Work in Process Inventory
            
            
            
            
            
            
            0.0024
            Eligible
      Work in Process Inventory
            
            
            
            
            
            
            0.0025
            Inventory
      Availability @
            0%
            of
      Line 24 - Test One
            
            
            
            0.0026
            Net
      Book Value of WIP Inventory multiplied by NOLV Percent on Raw
      Materials
            
            
            
            
            0.00Net
      Book Value of WIP
            0.00
            
            NOLV
      Percentage27
            Inventory
      Availability @
            85%
            of
      Line 26 - Test Two
            
            
            
            0.0028
            INVENTORY
      AVAILABLE (Lesser of Line 25 and Line 27)
            
            
            
            
            
            0.00FINISHED GOODS INVENTORY:
            
            
            
            
            
            
            TOTAL29
            Gross
      Finished Goods Inventory Balance
            
            
            
            
            
            
            0.0030
            Ineligible
      Finished Goods Inventory
            
            
            
            
            
            
            0.0031
            Eligible
      Finished Goods Inventory
            
            
            
            
            
            
            0.0032
            Inventory
      Availability @
            
            of
      Line 31 - Test One
            
            
            
            0.0033
            Net
      Book Value of Finished Goods Inventory multiplied by FG NOLV
      Percent
            
            
            
            
            0.00Net
      Book Value of WIP
            0.00
            
            NOLV
      Percentage34
            Inventory
      Availability @
            85%
            of
      Line 33 - Test Two
            
            
            
            0.0035
            INVENTORY
      AVAILABLE (Lesser of Line 32 and Line 34)
            
            
            
            
            
            0.0036
            TOTAL
      INVENTORY AVAILABLE (Lesser of sum of line 21, 28 and 35 or
      $XX,000,000)
            
            
            
            0.0037
            AVAILABLE
      A/R AND INVENTORY:
            
            
            
            
            
            
            0.0038
            GROSS
      AVAILABLE (LESSER OF LINE 37 OR $XX,000,000)
            
            
            
            
            
            0.00REVOLVING
      LOAN ACTIVITY:
            
            
            
            
            
            
            0.0039
            Beginning
      Loan Balance
            
            
            
            
            
            
            0.0040
            Total
      Collections
            
            
            
            
            
            
            0.0041
            Advance
      Requirements
            
            
            
            
            
            
            0.0042
            Interest,
      Fees, Other Adjustments
            
            
            
            
            
            
            0.0043
            Ending
      Loan Balance
            
            
            
            
            
            
            0.0044
            LETTER
      OF CREDIT BALANCE
            
            
            
            
            (@100%)
            
            0.0045
            OTHER
      RESERVES
            
            
            
            
            (@100%)
            
            0.0046
            OTHER
      RESERVES
            
            
            
            
            (@100%)
            
            0.0047
            TOTAL
      AVAILABLE TO BORROW
            
            
            
            
            
            
            $0.00THE
      UNDERSIGNED REPRESENTS AND WARRANTS THAT THE FOREGOING INFORMATION IS
      TRUE, COMPLETE AND CORRECT,AND
      THAT THE COLLATERAL REFLECTED HEREIN COMPLIES WITH THE CONDITIONS, TERMS,
      WARRANTIES, REPRESENTATIONSAND
      COVENANTS SET FORTH IN THE CREDIT AGREEMENT BETWEEN THE UNDERSIGNED AND GE
      CAPITAL CORP.AS
      AGENT AND ANY SUPPLEMENTS AND AMENDMENTS, IF ANY, THERETO (THE "CREDIT
      AGREEMENT").  THE PROVISIONSOF
      THIS CERTIFICATE SHALL NOT BE CONSTRUED TO AMEND OR OTHERWISE MODIFY ANY
      BORROWING BASE OR ELIGIBILITYCRITERIA
      SET FORTH IN THE CREDIT AGREEMENT.  THE AVAILABILITY RATES SET
      FORTH ABOVE, ALONG WITH THE RESERVESARE
      SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH THE CREDIT
    AGREEMENT.Prepared
      by:BORROWER:
            
            
            
            
            Authorized
      Signature:





-320-





0
            
            
            
            INPUT
      CELLS - Enter ACTUAL AmountsIneligible
      Detail per Credit AgreementAging
      Date:Accounts
      Receivable:
            
            
            
            Total(a)
            Outside
      ordinary course of business, no invoice, contingent, interest
      payment
            
            
            0(b)
            Payable
      not in US/CDN currency or not on customary terms
            
            
            
            0(c)
            Sales/Services
      to or for benefit of Subsidiary or Affiliate
            
            
            
            0(d)
            Past
      due beyond time limit and/or written-off/uncollectible
            
            
            
            0(e)
            Any
      Person more than 50% of  Accounts owed are past due beyond time
      limit
            
            
            0(f)
            Accounts
      more than 20% of net Eligibles (to extent of excess)
            
            
            
            0(g)
            Disputed
      accounts/Claim against borrower
            0.00
            0.00
            0.00
            0(h)
            Accounts
      owing from Person subject to insolvency proceedings
            0.00
            0.00
            0.00
            0(i)
            Supplier/creditor
      Accounts
            0.00
            0.00
            0.00
            0(j)
            Non
      US/CDN Debtors
            0.00
            0.00
            0.00
            0(k)
            Bill-on-hold,cash
      in advance, etc.
            0.00
            0.00
            0.00
            0(l)
            Government
      account debtors
            
            
            
            0(m)
            Inaccuracies
      in Credit Agreement or Security Agreement
            
            
            
            0(n)
            Unperfected
      liens
            
            
            
            0(o)
            Accounts
      in violation of applicable regulations/laws
            
            
            
            0(p)
            Unshipped
      goods or uncollected checks
            
            
            
            0(q)
            Unacceptable
      or subject to a reserve acceptable to Agents
            
            
            
            0Total
      A/R Ineligible
            
            
            
            0Cross
      Age 25% Rule Worksheet:
            
            Total
            Past
      Due
            Additional
            25%
      ofCustomer
      Name
            
            Balance
            Amount
            Ineligible
            Balance0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YES0
            0
            0
            0
            YESTotal
      Ineligible
            
            
            0Eligible
      Foreign Receivables in Excess of Caps Worksheet($0.0MM
      cap per account and $0MM aggregate cap)
            
            Remaining
            
            Amount
            Total
      EligibleCustomer
      Name
            
            Eligible
      Balance
            Cap
            Over
      Cap
            Balance0
            0
            0
            00
            0
            0
            00
            0
            0
            00
            0
            0
            00
            0
            0
            00
            0
            0
            00
            0
            0
            0Total
      over individual account cap of $0.0MM
            0Total
      Eligible (cap of
      $0MM)
            
            
            0Total
      over aggregate cap of $0MM
            
            
            0Total
      Ineligible
            
            
            0Concentration
      Caps Worksheet(Greater
      of $X.XMM or 00% of eligible accounts)00%
      Concentration Limit ($)
            0
            Remaining
            Concentration
            AdditionalCustomer
      Name
            
            Eligible
      Balance
            Limit
            Ineligible0
            4,000,000
            00
            4,000,000
            00
            4,000,000
            00
            4,000,000
            00
            4,000,000
            00
            4,000,000
            00
            4,000,000
            00
            4,000,000
            00
            4,000,000
            00
            4,000,000
            0Total
      Ineligible
            
            
            0





-321-





-322-





0
            
            
            
            
            
            INPUT
      CELLS - Enter ACTUAL AmountsInventory
      Report
            
            Date:
            
            
            Report#
            0InventoryComposition
            
            
            
            
            
            TotalRaw
      Materials
            
            
            
            
            
            0.00Work
      In Process
            
            
            
            
            
            0.00Finished
      Goods
            
            
            
            
            
            0.00Total
      Inventory
            
            
            
            
            
            0.00INELIGIBLE
      RAW MATERIALSExcess/Slow
      Moving
            
            
            
            
            
            0.00Packing
      or Shipping Materials
            
            
            
            
            
            0.00Inventory
      in violation of applicable regulations/laws
            
            
            
            0.00Non
      US/CDN Inventory
            
            
            
            
            
            0.00Consignment
      or offsite locations where Lien Waivers not obtained
            
            
            0.00Unperfected
      Liens
            
            
            
            
            
            0.00Inaccuracies
      in Credit Agreement or Security Agreement
            
            
            
            0.00In
      Transit (other than Eligible In-Transit)
            
            
            
            
            0.00Other
      Ineligible
            
            
            
            
            
            0.00Other
      Ineligible
            
            
            
            
            
            0.00TOTAL
      RM INELIGIBLES
            
            
            
            
            
            0.00INELIGIBLE
      WORK IN PROCESSWork
      In Process ineligible
            
            
            
            
            
            0.00TOTAL
      WIP INELIGIBLES
            
            
            
            
            
            0.00INELIGIBLE
      FINISHED GOODSExcess/Slow
      Moving
            
            
            
            
            
            0.00Packing
      or Shipping Materials
            
            
            
            
            
            0.00Inventory
      in violation of applicable regulations/laws
            
            
            
            0.00Non
      US/CDN Inventory
            
            
            
            
            
            0.00Consignment
      or offsite locations where Lien Waivers not obtained
            
            
            0.00Unperfected
      Liens
            
            
            
            
            
            0.00Inaccuracies
      in Credit Agreement or Security Agreement
            
            
            
            0.00In
      Transit (other than Eligible In-Transit)
            
            
            
            
            0.00Other
      Ineligible
            
            
            
            
            
            0.00Other
      Ineligible
            
            
            
            
            
            0.00TOTAL
      FG INELIGIBLES
            
            
            
            
            
            0.000.00RESERVESRent
            
            
            
            
            
            0.00Other
            
            
            
            
            
            0.00Other
            
            
            
            
            
            0.00TOTAL
      RESERVES
            
            
            
            
            
            0.00





-323-





INPUT
      CELLS - Enter ACTUAL AmountsClient
      ReportingCollateral
      Reconciliation (1)General
      Ledger A/R Balance:
            
            
            
            (as
      of ________________)
            
            
            0.00Balance
      per Aging:
            
            
            
            
            
            
            
            
            
            0.00Difference:
            
            
            
            
            
            
            
            
            
            
            0.00Explanation
      of Differences:Description
            
            
            Amount0.000.000.00Total
      Unreconciled Difference (Change calc depending on if
      GL or Aging is higher)
            
            
            
            0.00General
      Ledger Inventory Balance:
            
            
            (as
      of ________________)
            
            
            0.00Balance
      per Inventory Report:
            
            
            
            
            
            
            
            
            0.00Difference:
            
            
            
            
            
            
            
            
            
            
            0.00Explanation
      of Difference:Description
            
            
            Amount0.000.000.00Total
      Unreconciled Difference (Change calc depending on if
      GL or Perpetual is higher)
            
            
            
            0.00Authorized
      Signer:  ____________________
            
            Date:  _________(1)
      To be prepared at each month-end only.








-324-
 EXHIBIT
L





PERFECTION
CERTIFICATE




Reference
is made to the Indenture (as amended, supplemented or otherwise modified from
time to time, the “Indenture”)
dated as of [●], 2008 among Ply Gem Industries, Inc., a Delaware corporation
(the “Issuer”),
Ply Gem Holdings, Inc., a Delaware corporation (“Holdings”
and, together with the Issuer and the Subsidiary Guarantors, the “Grantors”),
and [●], as trustee and collateral agent (in such capacity, the “Collateral
Agent”) and as collateral agent.  Capitalized terms used but
not defined herein have the meanings set forth in either the Indenture or the
Collateral Agreement referred to therein, as applicable.




The undersigned Responsible Officers of
Holdings and the Issuer hereby certify to the Administrative Agent and each
other Secured Party as follows:




1.  Names.  (a)  The
exact legal name of each Grantor, as such name appears in its respective
certificate of formation, is as follows:




Exact
      Legal Name of Each Grantor







(b)  Set forth below is each
other legal name each Grantor has had in the past five years, together with the
date of the relevant change:




Grantor
            Other
      Legal Name in Past 5 Years
            Date
      of Name Change







(c)  Except as set forth in
Schedule 1 hereto, no Grantor has changed its identity or corporate
structure in any way within the past five years.  Changes in identity
or corporate structure would include mergers, consolidations and acquisitions,
as well as any change in the form, nature or jurisdiction of
organization.  If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each
acquiree or constituent party to a merger or consolidation.







-325-





(d)  The following is a list
of all other names (including trade names or similar appellations) used by each
Grantor or any of its divisions or other business units in connection with the
conduct of its business or the ownership of its properties at any time during
the past five years:




Grantor
            Other
      Name Used







(e)  Set forth below is the
Organizational Identification Number, if any, issued by the jurisdiction of
formation of each Grantor that is a registered organization:




Grantor
            Organizational
      Identification Number







(f)  Set forth below is the
Federal Taxpayer Identification Number of each Grantor14:




Grantor
            Federal
      Taxpayer Identification Number










14
              Only
      necessary for filing in North Dakota and South
  Dakota.





-326-





2.  Current
Locations.  (a)  The chief executive office of each
Grantor is located at the address set forth opposite its name
below:







Grantor
            Mailing
      Address
            County
            State







(b)  Set forth below opposite
the name of each Grantor are all locations where such Grantor maintains any
books or records relating to any Accounts Receivable (with each location at
which chattel paper, if any, is kept being indicated by an “*”):





Grantor
            Mailing
      Address
            County
            State







(c)  The jurisdiction of
formation of each Grantor that is a registered organization is set forth
opposite its name below:





Grantor
            Jurisdiction







(d)  Set forth below opposite
the name of each Grantor are all the locations where such Grantor maintains any
Equipment or other Collateral not identified above:





Grantor
            Mailing
      Address
            County
            State







(e)  Set forth below opposite
the name of each Grantor are all the places of business of such Grantor not
identified in paragraph (a), (b), (c) or (d) above:





Grantor
            Mailing
      Address
            County
            State







(f)  Set forth below is a
list of all real property held by each Grantor, whether owned or leased, the
name of the Grantor that owns or leases said property and the fair market value
apportioned to each site:





Address
            Owned/Leased
            Entity
            Value







(g) Set forth below opposite the name
of each Grantor are the names and addresses of all Persons other than such
Grantor that have possession of any of the Collateral of such
Grantor:





Grantor
            Mailing
      Address
            County
            State







3.  Unusual
Transactions.  All Accounts have been originated by the
Grantors and all Inventory has been acquired by the Grantors in the ordinary
course of business.







-327-





4.  File Search
Reports.  File search reports have been obtained from each
Uniform Commercial Code filing office identified with respect to such Grantor in
Section 2 hereof, and such search reports reflect no liens against any of the
Collateral other than those permitted under the Indenture.




5.  UCC
Filings.  Financing statements in substantially the form of
Schedule 5 hereto have been prepared for filing in the proper Uniform Commercial
Code filing office in the jurisdiction in which each Grantor is located and, to
the extent any of the collateral is comprised of fixtures, timber to be cut or
as extracted collateral from the wellhead or minehead, in the proper local
jurisdiction, in each case as set forth with respect to such Grantor in
Section 2 hereof.




6.  Schedule of
Filings.  Attached hereto as Schedule 6 is a schedule setting
forth, with respect to the filings described in Section 5 above, each filing and
the filing office in which such filing is to be made.




7.  Stock Ownership and other
Equity Interests.  Attached hereto as Schedule 7 is a true and
correct list of all the issued and outstanding stock, partnership interests,
limited liability company membership interests or other Equity Interests held
by, directly or indirectly, Holdings, the Issuer or any Subsidiary and the
record and beneficial owners of such stock, partnership interests, membership
interests or other Equity Interests. Also set forth on Schedule 7 is each equity
investment held by, directly or indirectly, Holdings, the Issuer or any
Subsidiary that represents 50% or less of the Equity Interests of the entity in
which such investment was made.




8.  Debt
Instruments.  Attached hereto as Schedule 8 is a true and
correct list of all promissory notes and other evidence of indebtedness held by
Holdings, the Issuer and each Subsidiary that are required to be pledged under
the Guarantee and Collateral Agreement, including all intercompany notes between
Holdings and any subsidiary of Holdings and any subsidiary of Holdings and any
other such subsidiary.




9.  Deposit
Accounts.  Attached hereto as Schedule 9 is a true and
correct list of deposit accounts, brokerage accounts or securities investment
accounts maintained by any Grantor, including the name and address of the
depositary institution, the type of account, and the account
number.





10.  Assignment of Claims
Act.  Attached hereto as Schedule 10 is a true and correct list
of all written contracts between the Issuer or any Subsidiary and the United
States government or any department or agency thereof that have a remaining
value of at least $5,000,000, setting forth the contract number, name and
address of contracting officer (or other party to whom a notice of assignment
under the Assignment of Claims Act should be sent), contract start date and end
date, agency with which the contract was entered into, and a description of the
contract type.





11.  Advances.  Attached
hereto as Schedule 11 is (a) a true and correct list of all advances made by
Holdings to any subsidiary of Holdings or made by any subsidiary of





-328-





Holdings
to Holdings or to any other subsidiary of Holdings (other than those identified
on Schedule 8), which advances will be on and after the date hereof evidenced by
one or more intercompany notes pledged to the Administrative Agent under the
Guarantee and Collateral Agreement and (b) a true and correct list of all unpaid
intercompany transfers of goods sold and delivered by or to any
Grantor.





12.  Mortgage
Filings.  Attached hereto as Schedule 12 is a schedule
setting forth, with respect to each mortgaged property, (a) the exact name
of the person that owns such property as such name appears in its certificate of
incorporation or other organizational document, (b) if different from the
name identified pursuant to clause (a), the exact name of the current record
owner of such property reflected in the records of the filing office for such
property identified pursuant to the following clause and (c) the filing
office in which a mortgage with respect to such property must be filed or
recorded in order for the Administrative Agent to obtain a perfected security
interest therein.





13.  Intellectual
Property.  Attached hereto as Schedule 13A in proper form
for filing with the United States Patent and Trademark Office is a schedule
setting forth all of each Grantor’s Patents, Patent Licenses, Trademarks and
Trademark Licenses, including the name of the registered owner, the registration
number and the expiration date of each Patent, Patent License, Trademark and
Trademark License owned by any Grantor. Attached hereto as Schedule 13B in
proper form for filing with the United States Copyright Office is a schedule
setting forth all of each Grantor’s Copyrights and Copyright Licenses, including
the name of the registered owner, the registration number and the expiration
date of each Copyright or Copyright License owned by any Grantor.





14.  Commercial Tort
Claims.  Attached hereto as Schedule 14 is a true and
correct list of commercial tort claims in excess of $500,000 held by any
Grantor, including a brief description thereof.







-329-





IN
WITNESS WHEREOF, the undersigned have duly executed this certificate on this [●]
day of [●].




Ply Gem
Industries, Inc.,








by





Name:


Title:




Ply Gem
Holdings, Inc.,








by





Name:


Title:







-330-





SCHEDULE
1





Changes in Identity or
Corporate Structure Within Past Five Years











-331-





SCHEDULE
5





UCC Financing
Statements











-332-





SCHEDULE
6





UCC Filings and Filing
Offices











-333-





SCHEDULE
7





Stock Ownership and Other
Equity Interests











-334-





SCHEDULE
8





Debt
Instruments











-335-





SCHEDULE
9





Deposit
Accounts











-336-





SCHEDULE
10





Government
Contracts











-337-





SCHEDULE
11





Advances











-338-





SCHEDULE
12





Mortgage
Filings











-339-





SCHEDULE
13A





Patents, Patent Licenses,
Trademarks and Trademark Licenses











-340-





SCHEDULE
13B





Copyrights and Copyright
Licenses











-341-





SCHEDULE
14





Commercial Tort
Claims

















-342-