Exhibit
10.4


 


NINTH AMENDMENT TO CREDIT
AGREEMENT


 


THIS NINTH AMENDMENT TO
CREDIT AGREEMENT dated as of July 27, 2009 (the “Amendment”) is
entered into among Georgia Gulf Corporation, a Delaware corporation (“GGC”),
Royal Group, Inc. (formerly known as Royal Group Technologies Limited), a
Canadian federal corporation (the “Canadian Borrower”; together with
GGC, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of
America, National Association, as Domestic Administrative Agent and Bank of
America, National Association acting through its Canada branch, as Canadian
Administrative Agent.  All capitalized
terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement (as defined below).


 


RECITALS


 


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


 


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


 


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


 


Section 1.               Amendments.


 


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


 


“Acceptable Subordination
Terms”  means subordination terms
substantially the same as those set forth in Exhibit I to the Ninth
Amendment.


 


“Canadian Loan Party
Guaranty” has the meaning specified in the definition of “Permitted Holdco
Note Restructuring”.


 


“Consolidated Cash Taxes”
means, for any period, for GGC and its Subsidiaries on a consolidated basis,
the aggregate amount of Taxes paid in cash during such period, excluding,
without duplication and to the extent included therein (a) Taxes paid in
cash during such period that are directly attributable to, without duplication (i) any
“cancellation of debt” income or other gain arising from the cancellation of
Indebtedness pursuant to the 2009 Exchange Transaction or otherwise and (ii) any
gain in respect of the modification or exchange of debt instruments in
accordance with EITF Issue No. 96-19, in an aggregate amount for clauses
(a)(i) and (a)(ii) not to exceed $29,000,000 for all periods and (b) Taxes
paid in cash during such period attributable to income or gains arising from
Non-Core Asset Dispositions in an aggregate amount not to exceed $15,000,000
for all periods.


 


“Consolidated Fixed
Charges” means, for any period, for GGC and its Subsidiaries on a
consolidated basis, the sum, without duplication, of (a) Consolidated


 

















 


Cash
Interest Charges for such period (excluding, to the extent included therein,
yield, discount or other financing costs pursuant to any Securitization
Transaction) plus (b) the aggregate amount of scheduled principal
payments (whether or not made) during such period in respect of Indebtedness
(including, without limitation, the Attributable Indebtedness of Capital
Leases) of GGC and its Subsidiaries (other than Attributable Indebtedness of
Securitization Transactions permitted under Section 8.03(i)) plus
(c) the aggregate amount of Restricted Payments made by GGC and its
Subsidiaries during such period.


 


“Consolidated Fixed
Charge Coverage Ratio” means, as of any date of determination, the ratio of
(a) the sum of (i) Consolidated EBITDA minus (ii) Consolidated
Capital Expenditures (other than (x) Permitted Additional Consolidated
Capital Expenditures and, without duplication, (y) Consolidated Capital
Expenditures to the extent financed with Indebtedness (other than Loans or
Letters of Credit)) minus (iii) Consolidated Cash Taxes to (b) Consolidated
Fixed Charges, in each case for the period of the four prior fiscal quarters
most recently ended.


 


“Consolidated Senior
Secured Indebtedness” means Consolidated Funded Indebtedness other than any
such Consolidated Funded Indebtedness that is (i) Attributable
Indebtedness of Securitization Transactions, (ii) subordinated to the
Obligations on Acceptable Subordination Terms or (iii) not secured by a
Lien on the assets of any Loan Party or any Subsidiary of any Loan Party.


 


“Consolidated Senior
Secured Leverage Ratio” means, as of any date of determination, the ratio
of (a) Consolidated Senior Secured Indebtedness as of such date to  (b) Consolidated EBITDA for the
period of the four fiscal quarters most recently ended.


 


“Domestic Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Domestic Loan Party arising under any Domestic Loan
Document  or otherwise with respect to
any Loan (other than a Canadian Revolving Loan or Canadian Swing Line Loan) or
Domestic Letter of Credit, 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 Domestic Loan Party 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. The foregoing shall also include any Swap Contract between any
Domestic Loan Party and any Domestic Lender or Affiliate of a Domestic Lender
and all obligations under any Treasury Management Agreement between any
Domestic Loan Party and any Domestic Lender or an Affiliate of a Domestic
Lender.


 


“EBITDA Cure Issuance”
has the meaning specified in the definition of “EBITDA Cure Proceeds”.


 


“EBITDA Cure Issuance
Expiration Date” means the earlier of (x) the date on which the
aggregate amount of EBITDA Cure Proceeds that shall have been applied to
increase Consolidated EBITDA is equal to $10,000,000 and (y) the date that
is the fifteenth day after the date on which the Compliance Certificate for the
fiscal quarter ending March 31, 2010 is required to be delivered (or, if
earlier, the date that is the fifteenth day after the date on which such
Compliance Certificate is actually delivered).


 


2

















 


“EBITDA Cure Proceeds”
means, with respect to any exercise of GGC’s rights under Section 9.05(a),
the Net Cash Proceeds received by the Domestic Loan Parties pursuant to an
issuance of Permitted Cure Securities (an “EBITDA Cure Issuance”).  “EBITDA Cure Proceeds” shall not include any
cash proceeds which exceed the amount permitted to be added to Consolidated
EBITDA pursuant to the limitations set forth in Section 9.05(a) and
Section 9.05(d).


 


“Exchange Securities”
means Equity Interests (other than Disqualified Equity Interests) of GGC issued
upon consummation of the 2009 Exchange Transaction.


 


“Gallman Bond Repayment”
means the payment made to repay the entire principal amount of the industrial
development bond Indebtedness secured by the Gallman Property, in an aggregate
amount not to exceed $17,000,000.


 


“Liquidation Proceeds”,
at any time, means the aggregate amount of cash proceeds received by GGC or any
of its Domestic Subsidiaries on or after the Ninth Amendment Effective Date and
prior to such time as result of the orderly liquidation or collection of
working capital assets of any business or product line within GGC’s aromatics
division, to the extent such liquidation or collection occurs after the
discontinuance of such business or product line, and to the extent GGC has
designated such cash proceeds as such by written notice to the Administrative
Agent and the Lenders; provided, that the aggregate amount of such cash
proceeds that may be Liquidation Proceeds shall not exceed $10,000,000.


 


“Ninth Amendment”
means the Ninth Amendment to Credit Agreement, dated as of the Ninth Amendment
Effective Date, executed by the Borrowers, the Guarantors, the Domestic
Administrative Agent, the Canadian Administrative Agent and the Lenders party
thereto.


 


“Ninth Amendment
Effective Date” means the date on which all of the conditions set forth in Section 5
of the Ninth Amendment are satisfied (such date to be communicated to the
Lenders and the Borrowers by the Administrative Agents promptly upon its
occurrence).


 


“Non-Core Asset
Disposition” means a Disposition of any of the assets set forth on the
Non-Core Asset Schedule.


 


“Non-Core Asset Schedule”
means the schedule of non-core assets delivered by GGC to the Administrative
Agent and the Lenders on July 14, 2009.


 


“Other Cure Issuance”
means an issuance or incurrence of Permitted Junior Refinancing Indebtedness by
any Domestic Loan Party pursuant to an exercise by GGC of its rights under Section 9.06(a).


 


“Permitted Additional
Consolidated Capital Expenditures” has the meaning specified in Section 8.15(b).


 


“Permitted Cure
Securities” means (x) Equity Interests (other than Disqualified Equity
Interests) of GGC and (y) Permitted Junior Refinancing Indebtedness.


 


3

















 


“Permitted Holdco Note
Restructuring” means the conversion of the Holdco Loan into Equity
Interests of Holdco (or otherwise forgiving such Indebtedness and
simultaneously cancelling the Holdco Note); provided that
contemporaneously with such conversion or forgiveness and cancellation
(collectively, the “Note Restructuring”) (i) each of the Canadian
Loan Parties shall have executed and delivered to the Domestic Administrative
Agent a guaranty agreement in form and substance reasonably satisfactory to the
Administrative Agent pursuant to which the Canadian Loan Parties shall
guarantee (the “Canadian Loan Party Guaranty”) the Domestic Obligations
up to a maximum amount initially equal to the outstanding principal amount
under the Holdco Note on the date of the Note Restructuring, with such maximum
amount to be reduced on a dollar-for-dollar basis by any prepayments by GGC of
the Term Loans and Domestic Revolving Loans from time to time pursuant to Section 2.05(b)(viii),
together with such collateral documents as the Domestic Collateral Agent may
reasonably request pursuant to which the Canadian Loan Parties shall grant
Liens on their assets to secure their respective obligations under the Canadian
Loan Party Guaranty, such collateral documents to be in form and substance
reasonably satisfactory to the Domestic Collateral Agent, and (ii) the
Canadian Loan Parties shall have delivered to the Domestic Administrative Agent
and Domestic Collateral Agent documents of the types referred to in Sections
5.01(e) and (f) and favorable opinions or other legal
memoranda of counsel to the Canadian Loan Parties in form and substance
satisfactory to the Domestic Collateral Agent acting with the consent of the
Required Domestic Lenders and the Canadian Collateral Agent acting with the
consent of the Required Canadian Lenders.


 


“Permitted Junior
Refinancing Indebtedness”  means
Indebtedness of GGC or any other Domestic Loan Party that (i) is
unsecured, (ii) is subordinated to the Obligations on Acceptable
Subordination Terms, (iii) does not provide for the payment of cash
interest, (iv) bears interest at an effective interest rate (after giving
effect to any original issue discount) that is not in excess of 15.0% per
annum, (v) has a maturity date not earlier than October 1, 2015 and
does not require any mandatory principal payments prior to such date (other
than upon a change of control, but then only subject to prior payment in full
of the Obligations) and (vi) contains no financial maintenance covenants
or restrictions on the incurrence of Indebtedness or Liens (it being understood
that an “equal and ratable” or like provision shall be deemed to be a
restriction on the incurrence of Liens).


 


“Royal Intercompany Note”
means that certain promissory note dated as of October 3, 2006 executed by
the Canadian Borrower in favor of Holdco, attached as Exhibit II to the
Ninth Amendment.


 


“2009 Exchange Offering
Memorandum” means the Amended and Restated Offering Memorandum and Consent
Solicitation Statement, in the form provided by GGC to the Administrative Agent
on July 2, 2009.


 


“2009 Exchange
Transaction” means the exchange offer transaction on substantially the
terms set forth in 2009 Exchange Offering Memorandum.


 


(b)           The phrase “Exchange Obligations” is
hereby replaced with the phrase “Exchange Securities” each time that it appears
in the Credit Agreement.


 


(c)           The definition of “Applicable Rate”
in Section 1.01 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:


 


4

















 


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


 


	
  Commitment Fees

  	
   

  	
  Eurodollar Rate

  Loans and Letter of

  Credit Fee

  	
   

  	
  Bankers

  Acceptance Advances

  	
   

  	
  Base Rate Loans

  	
   

  
	
  1.00

  	
  %

  	
  7.00

  	
  %

  	
  7.00

  	
  %

  	
  6.00

  	
  %

  



 


(d)           The definition of “Base Rate” in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:


 


“Base Rate” means


 


(a)           in the case of Domestic Revolving Loans and the Term Loan,
for any day a fluctuating rate per annum equal to the highest of (i) the
Federal Funds Rate plus 1⁄2 of 1%, (ii) the Domestic Prime Rate and (iii) the
Eurodollar Rate for an Interest Period of one month plus 1%;


 


(b)           in the case of Loans denominated in Canadian Dollars, for
any day a fluctuating rate per annum equal to the highest of (i) the CDOR
Rate plus 1⁄2 of 1%, (ii) the Canadian Prime Rate and (iii) the
Eurodollar Rate for an Interest Period of one month plus 1%; and


 


(c)           in the case of Canadian Revolving Loans or Canadian Swing
Line Loans denominated in U.S. Dollars, for any day a fluctuating rate per
annum equal to the highest of (i) the rate which the Canadian
Administrative Agent in Toronto, Ontario announces from time to time as the
reference rate of interest for loans in U.S. Dollars to its Canadian borrower, (ii) the
Federal Funds Rate plus 1⁄2 of 1% and (iii) the Eurodollar Rate for
an Interest Period of one month plus 1%.


 


(e)           Clause (a) of the definition of “CDOR
Rate” in Section 1.01 of the Credit Agreement is hereby amended by
inserting “or Canadian Swing Line Loans” immediately after “Canadian Revolving
Loans”.


 


(f)            Clause (a) of the definition of
“Change of Control” in Section 1.01 of the Credit Agreement is hereby
amended by inserting “except to the extent resulting from the consummation of
the 2009 Exchange Transaction,” at the beginning thereof.


 


(g)           Clause (b) of the definition of “Change
of Control” in Section 1.01 of the Credit Agreement is hereby amended by
inserting the following proviso at the end thereof:


 


; provided, that none
of the foregoing shall constitute a “Change of Control” to the extent directly
attributable to the reconstitution of the board of directors of GGC
contemplated under the terms of the 2009 Exchange Transaction;


 


(h)           Clause (e) of the definition of “Change
of Control” in Section 1.01 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


5

















 


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


 


(i)            The definition of “Consolidated
Capital Expenditures” in Section 1.01 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:


 


“Consolidated Capital
Expenditures” means, for any period, for GGC and its Subsidiaries on a
consolidated basis, all capital expenditures, as determined in accordance with
GAAP; provided, however, that Consolidated Capital Expenditures
shall not include expenditures made with proceeds of any Involuntary
Disposition to the extent such expenditures are used to purchase property that
is the same as or similar to the property subject to such Involuntary
Disposition.


 


(j)            The definition of “Consolidated
EBITDA” in Section 1.01 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


“Consolidated EBITDA”
means, for any period, for GGC and its Subsidiaries on a consolidated basis,
the sum of (a) Consolidated Net Income for such period, plus (b) to
the extent deducted in determining such Consolidated Net Income for such
period, the aggregate amount, without duplication, of (i) interest
expense, (ii) income tax expense, (iii) depreciation and amortization
(including without limitation amortization of debt issuance costs), (iv) non-cash
charges which do not represent a cash item in such period or any future period,
(v) for the fiscal quarters ended September 30, 2008 and December 31,
2008 only, cash restructuring charges and expenses in an aggregate amount not
to exceed $12,000,000, (vi) for the fiscal quarter ended March 31,
2009 only, cash restructuring charges and expenses in an aggregate amount not
to exceed $8,100,000, (vii) for the fiscal quarters ended June 30,
2009, September 30, 2009, December 31, 2009, March 31, 2010, and
June 30, 2010 only, cash restructuring charges and expenses in an
aggregate amount not to exceed $24,200,000, (viii) the fees and expenses
of (x) Alvarez & Marsal Holdings, LLC incurred since April 1,
2009 in respect of services relating to GGC’s financial restructuring and
operational review and performance improvement initiatives) and (y) the
financial advisory firm retained by the Administrative Agents pursuant to Section 7.10(e),
(ix) the fees and expenses incurred in connection with obtaining the real
estate appraisals pursuant to Section 7.10(d) and the
evaluations and appraisals of accounts receivable and inventory pursuant to Section 7.20,
(x) legal and financial advisory fees and expenses of third party
professionals (other than Alvarez & Marsal Holdings, LLC and the
financial advisory firm retained by the Administrative Agents) incurred in
connection with the negotiation, documentation and closing of the 2009 Exchange
Transaction, (xi) legal, financial advisory and other fees and expenses (other
than of Alvarez & Marsal Holdings, LLC and the financial advisory firm
retained by the Administrative Agents) incurred since April 1, 2009 in
connection with the negotiation, documentation and closing of the sixth,
seventh, eighth, and ninth amendments to the Credit Agreement and (xii) fees
and expenses of third party professionals (other than Alvarez & Marsal
Holdings, LLC and the financial advisory firm retained by the Administrative
Agents) incurred since April 1, 2009 in respect of financial contingency
planning, in an aggregate amount for this clause (xii) not to exceed
$3,400,000.  For purposes of this
definition, “interest” shall exclude yield, discount or other similar financing
costs pursuant to any Securitization Transaction.


 


6

















 


(k)           The definition of “Consolidated
Interest Coverage Ratio” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated
EBITDA for the period of the four prior fiscal quarters ending on such date to (b) the
sum of (i) Consolidated Cash Interest Charges for such period minus
(ii) to the extent included in Consolidated Cash Interest Charges for such
period, yield, discount or other financing cost pursuant to any Securitization
Transaction, each as determined on a consolidated basis in accordance with
GAAP.


 


(l)            The definition of “Consolidated
Leverage Ratio” in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 


“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a) the
sum of (i) Consolidated Funded Indebtedness as of such date minus (ii) in
each case to the extent included in Consolidated Funded Indebtedness as of such
date, (x) the Attributable Indebtedness of Securitization Transactions and
(y) Permitted Junior Refinancing Indebtedness to  (b) Consolidated EBITDA for the period of the four
fiscal quarters most recently ended.


 


(m)          The definition of “Consolidated Net
Income” in Section 1.01 of the Credit Agreement is hereby amended by (i) replacing
“an Exchange Offer” with “the 2009 Exchange Transaction” in clause (x)(3), (ii) replacing
“and” with “,” at the end of clause (x)(4), (iii) inserting “and” at the
end of clause (x)(5) and (iv) inserting a new clause (x)(6) immediately
after clause (x)(5) as follows:


 


(6)           any gain or loss arising from any Non-Core Asset
Disposition


 


(n)           The definition of “Domestic
Collateral Documents” in Section 1.01 of the Credit Agreement is hereby
amended by deleting “, the Intercreditor Agreement”.


 


(o)           Clause (d) of the definition of “Equity
Issuance” in Section 1.01 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


 


(d)           [reserved] and


 


(p)           Clause (d) of the definition of “Funded
Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended by
deleting “and standby letters of credit that support performance obligations”.


 


(q)           The definition of “Net Cash Proceeds”
in Section 1.01 of the Credit Agreement is hereby amended by inserting “,
issuance or incurrence of Permitted Junior Refinancing Indebtedness”
immediately following “Equity Issuance” each time it appears therein.


 


(r)            The definitions of “Consolidated
Adjusted Leverage Ratio”, “Consolidated Interest Charges”, “Excess Amount”, “Exchange
Obligations”, “Exchange Offer”, “Intercreditor Agreement”, “Minimum Excess
Amount”, “Permitted Acquisitions” and “Pro Forma Basis” in Section 1.01 of
the Credit Agreement are hereby deleted.


 


(s)           Section 1.03(b) of the
Credit Agreement is hereby amended by inserting the following new sentence at
the end thereof:


 


7

















 


If any change in GAAP occurs
on or after the Ninth Amendment Effective Date that results in operating leases
(as characterized under GAAP prior to giving effect to any such changes) being
treated as Capital Leases after giving effect to such changes, such leases
shall continue to be treated as operating leases for all purposes under the
Loan Documents notwithstanding such change in GAAP.


 


(t)            Section 1.03(c) of the
Credit Agreement is hereby deleted.


 


(u)           Section 2.05(b)(i)(C) of
the Credit Agreement is hereby deleted.


 


(v)           The first sentence of Section 2.05(b)(ii)(A) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


The applicable Borrower
shall promptly prepay the Loans and/or Cash Collateralize the L/C Obligations
as hereafter provided in an aggregate amount equal to: (i) 50% of the Net
Cash Proceeds received by GGC and its Subsidiaries in respect of Dispositions
after the Ninth Amendment Effective Date to the extent that the aggregate
amount of such Net Cash Proceeds is less than or equal to $45,000,000 and (ii) 100%
of the Net Cash Proceeds received by GGC and its Subsidiaries in respect of
Dispositions after the Ninth Amendment Effective Date to the extent the
aggregate amount of such Net Cash Proceeds exceeds $45,000,000; provided that
if at any time the sum of (x) the cumulative amount of Net Cash Proceeds
received by GGC and its Subsidiaries in respect of Dispositions after the Ninth
Amendment Effective Date not prepaid pursuant to clause (i) or (ii) plus
(y) the amount of Liquidation Proceeds minus (z) the cumulative
amount of Incremental Prepayments previously made pursuant to this proviso
exceeds $22,500,000, the applicable Borrower shall prepay additional Loans
and/or Cash Collateralize additional L/C Obligations in an amount equal to such
excess (each an “Incremental  Prepayment”).


 


(w)          Section 2.05(b)(iv) of the
Credit Agreement is hereby amended by inserting “(other than any such Net Cash
Proceeds that are EBITDA Cure Proceeds)” immediately after “any Equity Issuance”.


 


(x)            The first sentence of Section 2.05(b)(v) of
the Credit Agreement is hereby amended by deleting “(if the Consolidated
Leverage Ratio as of the end of such fiscal year is greater than or equal to
3.5 to 1.0) or 50% (if the Consolidated Leverage Ratio as of the end of such
fiscal year is less than 3.5 to 1.0)”.


 


(y)           Section 2.05(b)(vi)(A)(3) of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


(3)           [reserved;] or


 


(z)            To correct a scrivener’s error, Section 2.05(b)(vi)(C) of
the Credit Agreement is hereby amended by replacing “with respect to all
amounts prepaid pursuant to Sections 2.06(b)(iii) and (iv)” with “with
respect to all amounts prepaid pursuant to Sections 2.05(b)(iii) and
(iv)”.


 


(aa)         Section 2.05(b)(vi)(E) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


8

















 


(E)           with respect to any Net Cash Proceeds received by the
Canadian Borrower or any of its Canadian Subsidiaries from any Permitted Sale
and Leaseback Transaction or any Permitted Canadian Disposition, the Canadian
Borrower may elect to use such Net Cash Proceeds to prepay the Holdco Loan (or,
on and after the date on which the Permitted Holdco Note Restructuring shall
have been consummated, the Royal Intercompany Note) rather than prepay the
Canadian Obligations in accordance with Section 2.05(b)(vi)(B)(2); provided,
that, GGC immediately uses the proceeds received from such prepayment of the
Holdco Loan to prepay the Term Loan (ratably to the remaining principal
amortization payments thereof), or if the Term Loan has been paid in full, to
the Domestic Revolving Loans and then to Cash Collateralize the Domestic L/C
Obligations or, in the case of a prepayment of the Royal Intercompany Note on
or after the date on which the Permitted Holdco Note Restructuring shall have
been consummated, GGC immediately prepays (in an aggregate amount equal to the
amount by which the Royal Intercompany Note shall have been prepaid) the Term
Loan (ratably to the remaining principal amortization payments thereof), or if
the Term Loan has been paid in full, to the Domestic Revolving Loans and then
to Cash Collateralize the Domestic L/C Obligations.


 


(bb)         A new Section 2.05(b)(viii) is
hereby added to the Credit Agreement as follows:


 


(viii)        Prepayment of Royal Intercompany Note.  On or after the consummation of the Permitted
Holdco Note Restructuring, immediately upon receipt by Holdco of any payment in
respect of principal on the Royal Intercompany Note (other than any such
payment made on the Royal Intercompany Note pursuant to Section 2.05(b)(vi)(E),
as to which the provisions of Section 2.05(b)(vi)(E) shall apply),
GGC shall prepay the Term Loan and the Domestic Revolving Loans by the amount
of such payment on a pro rata basis until such Loans have been prepaid in full,
and shall then Cash Collateralize the Domestic L/C Obligations until the entire
amount thereof shall have been Cash Collateralized.


 


(cc)         A new Section 2.06(d) of the
Credit Agreement is added, as follows:


 


(d)           Mandatory Commitment Reductions. The applicable
Commitments shall be automatically and permanently reduced on a
dollar-for-dollar basis to the extent of all prepayments of Revolving Loans and
Canadian Swing Line Loans, and all cash collateralization of Bankers’
Acceptance Advances and Cash Collateralization of L/C Obligations, made in
accordance with Section 2.05(b)(vi)(B), 2.05(b)(vi)(C), 2.05(b)(vi)(D),
2.05(b)(vi)(E), 2.05(b)(viii), 8.03(r) or, prior to
the date on which the Permitted Holdco Note Restructuring shall have been
consummated, 8.12(c).


 


(dd)         Section 5.02 of the Credit
Agreement is hereby amended by (i) deleting clause (d) and  (ii) replacing “Sections 5.02(a),
(b) and (d)” with “Sections 5.02(a) and (b)”
in the last sentence thereof.


 


(ee)         Section 6.22 of the Credit
Agreement is hereby amended by inserting a new paragraph at the end thereof as
follows:


 


The subordination provisions
contained in the documents governing any Permitted Junior Refinancing
Indebtedness are enforceable against GGC, the other Loan Parties and the
holders of such Permitted Junior Refinancing Indebtedness, and all Obligations
hereunder and under the Loan Documents constitute “Senior Indebtedness”


 


9

















 


and
“Designated Senior Indebtedness” (or any comparable terms) under the terms of
such documents.


 


(ff)           Section 7.02(k) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


(k)           (i) promptly, and in any event within two Business
Days after receipt thereof by GGC, copies of each notice or other
correspondence received from Holdco or any of its Subsidiaries, and any notice
or other correspondence provided to Holdco, in connection with the Holdco Note
or any other Intercompany Security Document and (ii) beginning on the date
on which the Permitted Holdco Note Restructuring shall have been consummated,
promptly, and in any event within two Business Days after receipt thereof by
Holdco, copies of each notice or other correspondence received from the
Canadian Borrower or any of its Subsidiaries, and any notice or other
correspondence provided to the Canadian Borrower, in connection with the Royal
Intercompany Note; and


 


(gg)         Section 7.12(c) of the Credit
Agreement is hereby amended by deleting “the Exchange Securities” and replacing
it with “any Permitted Junior Refinancing Indebtedness”.


 


(hh)         Section 7.21 of the Credit
Agreement is hereby deleted.


 


(ii)           Section 8.01(p) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


(p)           (i) Liens in favor of GGC on the assets of Holdco and
its Canadian Subsidiaries pursuant to any Intercompany Security Document and (ii) at
all times on and after the date on which the Permitted Holdco Note
Restructuring shall have been consummated, Liens in favor of Holdco on the
assets of the Canadian Loan Parties (other than Holdco) to secure their
obligations to Holdco in respect of the Royal Intercompany Note (including the
Guarantee thereof); provided, that such Liens shall be subordinated, on
terms and conditions satisfactory to the Domestic Collateral Agent and the
Canadian Collateral Agent, to the Liens securing the Obligations granted by
such Canadian Loan Parties under the Loan Documents.


 


(jj)           Section 8.02(f) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


(f)            [reserved];


 


(kk)         Section 8.02(g) of the Credit
Agreement is hereby amended by inserting the following additional proviso at
the end thereof:


 


and provided  further,
that, notwithstanding any other provision of this Agreement or of any other
Loan Document to the contrary, the Holdco Loan may be converted in full into
Equity Interests of Holdco (or otherwise forgiven in full, and the Holdco Note
cancelled) pursuant to the Permitted Holdco Note Restructuring.


 


(ll)           Sections 8.03(f), 8.03(g) and
8.03(h) of the Credit Agreement are hereby each amended by replacing “that
are exchanged for Exchange Securities” with “that are exchanged for Exchange
Securities pursuant to the 2009 Exchange Transaction”.


 


10














 


(mm)       Section 8.03 of the Credit Agreement
is hereby further amended by (i) replacing “clauses (a) through (k) and
(p)” with “clauses (a) through (h), (j) or (k)” in clause (l), (ii) deleting
“and” at the end of clause (n), (iii) deleting “and” at the end of clause
(o), (iv) deleting “.” at the end of clause (p) and replacing it with
“;” and (v) adding new clauses (q),(r) and (s) immediately after
clause (p) as follows:


 


(q)           Permitted Junior Refinancing Indebtedness incurred on or
prior to the EBITDA Cure Issuance Expiration Date to the extent that the Net
Cash Proceeds thereof constitute EBITDA Cure Proceeds, in an aggregate amount
not to exceed $10,000,000 at any time outstanding;


 


(r)            beginning on the EBITDA Cure Issuance Expiration Date,
additional Permitted Junior Refinancing Indebtedness; provided that (x) the
Net Cash Proceeds of each issuance or incurrence thereof shall be equal to at
least $5,000,000 and (y) 100% of such Net Cash Proceeds shall be applied
substantially simultaneously (and within one Business Day) first to
prepay the Term Loan, the Domestic Revolving Loans, the Canadian Revolving
Loans (other than Bankers’ Acceptance Advances) and the Canadian Swing Line
Loans and to cash collateralize the Bankers’ Acceptance Advances on a pro rata
basis until all such Loans have been prepaid or cash collateralized in full and
second, to Cash Collateralize the L/C Obligations on a pro rata basis;
and


 


(s)           Guarantees by Domestic Loan Parties of Indebtedness
permitted under clause (q) or (r) of this Section 8.03; provided
that any such Guarantee shall be unsecured and subordinated to the Obligations
on Acceptable Subordination Terms.


 


(nn)         Section 8.06(d) of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:


 


(d)           [reserved]; and


 


(oo)         Section 8.06 of the Credit
Agreement is hereby further  amended by (i) restating
clause (e) in its entirety to read as follows:  “[reserved].” and (ii) deleting the last
paragraph thereof.


 


(pp)         Section 8.08 of the Credit
Agreement is hereby amended by (i) inserting a new clause (g) as
follows:  “ and (g)  on and after
the date that the Permitted Holdco Note Restructuring shall have been
consummated, the payment of annual guaranty fees by GGC to the Canadian Loan
Parties in respect of the Canadian Loan Party Guaranty; provided, that
the amount of such fees shall be determined on an arms-length basis” and (ii) to
correct a scrivener’s error, redesignating the second clause (e) as
clause (h).


 


(qq)         Section 8.09(a) of the Credit
Agreement is hereby amended by replacing “the documents governing the Exchange
Securities” with “[reserved]”.


 


(rr)           Section 8.09(b) of the
Credit Agreement is hereby amended by replacing “the documents governing the
Exchange Securities” with “[reserved]”.


 


(ss)         Section 8.11 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


 


11

















 


8.11        Financial
Covenants


 


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


 


	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Interest

  Coverage Ratio

  	
   

  
	
  June 30,
  2009

  	
   

  	
  1.00:1.0

  	
   

  
	
  September 30,
  2009

  	
   

  	
  2.00:1.0

  	
   

  
	
  December 31,
  2009

  	
   

  	
  1.65:1.0

  	
   

  
	
  March 31,
  2010

  	
   

  	
  1.50:1.0

  	
   

  
	
  June 30,
  2010

  	
   

  	
  1.65:1.0

  	
   

  
	
  September 30,
  2010

  	
   

  	
  1.70:1.0

  	
   

  
	
  December 31,
  2010

  	
   

  	
  1.75:1.0

  	
   

  
	
  March 31,
  2011

  	
   

  	
  1.85:1.0

  	
   

  
	
  June 30,
  2011

  	
   

  	
  1.90:1.0

  	
   

  
	
  September 30,
  2011

  	
   

  	
  2.00:1.0

  	
   

  
	
  December 31,
  2011 and thereafter

  	
   

  	
  3.00:1.0

  	
   

  



 


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


 


	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Leverage Ratio

  	
   

  
	
  June 30,
  2009

  	
   

  	
  10.30:1.0

  	
   

  
	
  September 30,
  2009

  	
   

  	
  4.80:1.0

  	
   

  
	
  December 31,
  2009

  	
   

  	
  5.55:1.0

  	
   

  
	
  March 31,
  2010

  	
   

  	
  6.45:1.0

  	
   

  
	
  June 30,
  2010

  	
   

  	
  5.55:1.0

  	
   

  
	
  September 30,
  2010

  	
   

  	
  5.10:1.0

  	
   

  
	
  December 31,
  2010

  	
   

  	
  4.75:1.0

  	
   

  
	
  March 31,
  2011

  	
   

  	
  5.15:1.0

  	
   

  
	
  June 30,
  2011

  	
   

  	
  4.85:1.0

  	
   

  
	
  September 30,
  2011

  	
   

  	
  4.60:1.0

  	
   

  
	
  December 31,
  2011 and thereafter

  	
   

  	
  3.50:1.0

  	
   

  



 


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


 


	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Fixed Charge

  Coverage Ratio

  	
   

  
	
  September 30,
  2009

  	
   

  	
  1.20:1.0

  	
   

  
	
  December 31,
  2009

  	
   

  	
  1.10:1.0

  	
   

  
	
  March 31,
  2010

  	
   

  	
  0.90:1.0

  	
   

  
	
  June 30,
  2010

  	
   

  	
  1.00:1.0

  	
   

  
	
  September 30,
  2010

  	
   

  	
  1.00:1.0

  	
   

  
	
  December 31,
  2010

  	
   

  	
  1.00:1.0

  	
   

  
	
  March 31,
  2011

  	
   

  	
  1.05:1.0

  	
   

  



 


12

















 


	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Fixed Charge

  Coverage Ratio

  	
   

  
	
  June 30,
  2011

  	
   

  	
  1.05:1.0

  	
   

  
	
  September 30,
  2011

  	
   

  	
  1.05:1.0

  	
   

  
	
  December 31,
  2011 and thereafter

  	
   

  	
  2.00:1.0

  	
   

  



 


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


 


	
  Fiscal Quarter Ending

  	
   

  	
  Consolidated Senior Secured

  Leverage Ratio

  	
   

  
	
  September 30,
  2009

  	
   

  	
  4.50:1.0

  	
   

  
	
  December 31,
  2009

  	
   

  	
  5.20:1.0

  	
   

  
	
  March 31,
  2010

  	
   

  	
  6.10:1.0

  	
   

  
	
  June 30,
  2010

  	
   

  	
  5.20:1.0

  	
   

  
	
  September 30,
  2010

  	
   

  	
  4.75:1.0

  	
   

  
	
  December 31,
  2010

  	
   

  	
  4.45:1.0

  	
   

  
	
  March 31,
  2011

  	
   

  	
  4.80:1.0

  	
   

  
	
  June 30,
  2011

  	
   

  	
  4.55:1.0

  	
   

  
	
  September 30,
  2011

  	
   

  	
  4.30:1.0

  	
   

  
	
  December 31,
  2011 and thereafter

  	
   

  	
  2.50:1.0

  	
   

  



 


(e)           Pro
Forma Impact of 2009 Exchange Transaction and Gallman Bond Repayment.  The parties hereto agree that, solely for
purposes of determining compliance with the financial covenants set forth in Sections
8.11(a), and 8.11(c) as of the end of the fiscal quarters
ending September 30, 2009, December 31, 2009 and March 31, 2010,
Consolidated Cash Interest Charges and Consolidated Fixed Charges shall be
calculated giving pro forma effect to (x) the 2009 Exchange Transaction as
if it had occurred on October 1, 2008 and (y) the Gallman Bond
Repayment as if it had occurred on June 30, 2008.


 


(tt)           Section 8.12(a) of the
Credit Agreement is hereby amended by inserting “, documents governing
Permitted Junior Refinancing Indebtedness, the Royal Intercompany Note”
immediately after “Exchange Securities”.


 


(uu)         Section 8.12(b) of the Credit
Agreement is hereby amended by (i) inserting “, Permitted Junior
Refinancing Indebtedness” immediately after “Exchange Securities”, (ii) inserting
“or the Royal Intercompany Note” immediately after “(other than Indebtedness
arising under the Loan Documents” and (iii) replacing “issuing or
incurring Exchange Securities” with “consummating the 2009 Exchange Transaction”.


 


(vv)         Section 8.12(c) of the Credit
Agreement is hereby amended by inserting the following additional proviso at
the end thereof:


 


and provided  further
that, notwithstanding any other provision of this Agreement or of any other Loan
Document to the contrary, the Holdco Loan may be converted into Equity
Interests of Holdco (or otherwise forgiven, and the Holdco Note cancelled)
pursuant to the Permitted Holdco Note Restructuring.


 


13

















 


(ww)       A new Section 8.12(e) of the
Credit Agreement is hereby added, as follows:


 


“(e)         Make any payment in violation of the subordination terms of
any  Permitted Junior Refinancing
Indebtedness.”


 


(xx)          Section 8.15 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:


 


8.15        Capital
Expenditures


 


(a)           Base Capital Expenditures.  Except to the extent permitted under Section 8.15(b),
permit Consolidated Capital Expenditures during any fiscal year to exceed an
amount equal to the amount set forth opposite such fiscal year below (the
amount set forth in the table below with respect to each fiscal year, such
fiscal year’s “Base Capital Expenditures Basket Amount”):


 


	
  Fiscal Year

  	
   

  	
  Base Capital Expenditures

  Basket Amount

  	
   

  
	
  2009

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  2010

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  2011

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  2012
  and thereafter

  	
   

  	
  $

  	
  50,000,000

  	
   

  



 


; provided, however,
that if the Base Capital Expenditures Basket Amount for any fiscal year exceeds
the amount of Consolidated Capital Expenditures made in such fiscal year in
reliance on the Base Capital Expenditures Basket Amount for such fiscal year
(the amount of such Consolidated Capital Expenditures made in any fiscal year,
such fiscal year’s “Base Consolidated Capital Expenditures”), the lesser
of (x) the amount of such excess and (y) $10,000,000 (such lesser
amount, the “Base CapEx Carryover Amount”) may be carried over to the
following fiscal year and, so long as no Default has occurred and is continuing
or would result from such expenditure, used to permit additional Base
Consolidated Capital Expenditures in such following fiscal year; provided
further that (i) such Base CapEx Carryover Amount shall be deemed
used in such following fiscal year to permit Base Consolidated Capital
Expenditures before the Base Capital Expenditures Basket Amount for such
following fiscal year is used in such following fiscal year for such purpose
and (ii) such Base CapEx Carryover Amount may not be carried over into any
fiscal year other than such following fiscal year.


 


(b)           Permitted Additional Consolidated Capital Expenditures.  In addition to Consolidated Capital
Expenditures permitted under Section 8.15(a), the Loan Parties and
their Subsidiaries shall be permitted to make additional Consolidated Capital
Expenditures (“Permitted Additional Consolidated Capital Expenditures”)
at any time (the “Applicable Time”) in an amount equal to the sum of (x) 50%
of the aggregate Net Cash Proceeds received by the Loan Parties and their
Subsidiaries in respect of Dispositions (other than Involuntary Dispositions)
after the Ninth Amendment Effective Date and prior to the Applicable Time plus
(y) to the extent not included in clause (x), the aggregate amount of
Liquidation Proceeds received after the Ninth Amendment Effective Date and
prior to the Applicable Time minus (z) the aggregate amount of
Permitted Additional Consolidated Capital Expenditures made by the Loan Parties
and their Subsidiaries prior to the Applicable Time; provided, that:


 


14

















 


(i)                                     Permitted
Additional Consolidated Capital Expenditures may not be made at any time if any
Default or Event of Default shall have occurred and be continuing at such time
or would result therefrom;


 


(ii)                                  Permitted
Additional Consolidated Capital Expenditures may not be made in any fiscal
quarter of fiscal year 2010 or fiscal year 2011 unless Consolidated EBITDA for
the two consecutive fiscal quarter period most recently completed prior to such
fiscal quarter is greater than or equal to the Consolidated EBITDA threshold
amount for such two consecutive fiscal quarter period set forth on Schedule 1
to the Ninth Amendment; provided that the Loan Parties and their
Subsidiaries shall be permitted to make up to $5,000,000 of Permitted
Additional Capital Expenditures on or after January 1, 2010 without regard
to the foregoing restriction;


 


(iii)                               the amount of
Permitted Additional Consolidated Capital Expenditures made in reliance on the
receipt of Liquidation Proceeds shall not exceed (1) $5,000,000 during the
period beginning on the Ninth Amendment Effective Date and ending on December 31,
2009, (2) $5,000,000 during the fiscal quarter ending March 31, 2010
and (3) $0 thereafter; and


 


(iv)                              the amount of
Permitted Additional Consolidated Capital Expenditures that may be made by the
Loan Parties and their Subsidiaries in any fiscal year shall not exceed the
amount set forth opposite such fiscal year below (such amount with respect to
any fiscal year, such fiscal year’s “Maximum Additional CapEx Amount”):


 


	
  Fiscal Year

  	
   

  	
  Maximum Additional CapEx
  Amount

  	
   

  
	
  2009

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  2010

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  2011

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  2012
  and thereafter

  	
   

  	
  $

  	
  0

  	
   

  



 


; and provided  further,
that if the Maximum Additional CapEx Amount for any fiscal year exceeds the
amount of Permitted Additional Consolidated Capital Expenditures made during
such fiscal year, the amount of such excess shall be added to the Maximum
Additional CapEx Amount for the following fiscal year.


 


(c)           Designation of Consolidated Capital Expenditures.  On each Compliance Certificate delivered
pursuant to Section 7.02(b) for any fiscal period, GGC shall
designate, with respect to all Consolidated Capital Expenditures made during
such fiscal period, (i) whether such Consolidated Capital Expenditures are
Base Consolidated Capital Expenditures or Permitted Additional Consolidated
Capital Expenditures, (ii) if such Consolidated Capital Expenditures are
Permitted Additional Capital Expenditures, whether such Permitted Additional
Capital Expenditures were made in reliance on the receipt of Liquidation
Proceeds and (iii) if such Consolidated Capital Expenditures are Permitted
Additional Capital Expenditures, whether such Permitted Additional Capital


 


15

















 


Expenditures
were made in reliance on the proviso to subclause (ii) of Section 8.15(b).  Each such designation shall be irrevocable.


 


(yy)         Section 9.01(q) of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:


 


(q)           Holdco Note Documents. There shall occur a “Default”
or an “Event of Default” (or any comparable terms) under, and as defined in,
the Holdco Note or any Intercompany Security Document or, beginning on the date
on which the Permitted Holdco Note Restructuring shall have been consummated,
the Royal Intercompany Note;


 


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


 


(s)           Permitted Junior Refinancing Indebtedness.  There shall occur an “Event of Default” (or
any comparable term) under, and as defined in, the documents governing
Permitted Junior Refinancing Indebtedness.


 


(aaa)       A new Section 9.05 shall be added to
the Credit Agreement as follows:


 


Section 9.05         EBITDA
Cure Rights.


 


(a)           In the event of any Event of Default resulting from a
failure to comply with any covenant set forth in Section 8.11 with
respect to the fiscal quarter ended September 30, 2009, the fiscal quarter
ended December 31, 2009 or the fiscal quarter ended March 31, 2010,
and until the fifteenth day after the date on which GGC provides the
Administrative Agent notice that it intends to exercise its right to engage in
an EBITDA Cure Issuance under this Section 9.05(a) with
respect to any such Event of Default (but only if such notice is provided on or
before the date on which the financial statements for such fiscal quarter are
required to be delivered under Section 7.01 (without regard to any
cure periods set forth in Section 9.01 with respect to such fiscal
quarter) or, if earlier, the date on which such financial statements are
actually delivered), subject to Sections 9.05(c) and 9.05(d),
GGC may engage in an EBITDA Cure Issuance and apply the amount of the EBITDA
Cure Proceeds thereof to increase Consolidated EBITDA with respect to such
fiscal quarter; provided that such EBITDA Cure Proceeds (i) are
actually received by GGC or any other Domestic Loan Party no later than the
fifteenth day following the earlier of (x) the date on which the financial
statements for such fiscal quarter are required to be delivered under Section 7.01
(without regard to any cure periods set forth in Section 9.01 with
respect to such fiscal quarter) and (y) the date on which such financial
statements are actually delivered and (ii) do not exceed the aggregate
amount necessary to cure such Event of Default under Section 8.11
for such fiscal quarter.  The parties
hereby acknowledge that this Section 9.05(a) shall not be
relied on for any purpose other than recalculating financial ratios for
purposes of determining compliance with Sections 8.11(a), 8.11(b),
8.11(c) and 8.11(d), and shall not result in any adjustment
to Consolidated EBITDA or any other amounts, other than the amount of
Consolidated EBITDA referred to in the immediately preceding sentence.


 


(b)           If, after giving effect to the foregoing recalculations,
the Loan Parties and their Subsidiaries shall be in compliance with the
covenants set forth in Sections 8.11(a), 8.11(b), 8.11(c) and
8.11(d), the Loan Parties and their Subsidiaries shall be deemed to have
satisfied the requirements of such covenants as of the relevant


 


16

















 


determination
date with the same effect as if there had been no failure to comply therewith
at such date, and the applicable breach or default with respect to such
covenants that had occurred shall be deemed to be cured effective as of such
date for all purposes of this Agreement and the other Loan Documents.


 


(c)           With respect to the fiscal quarters ending September 30,
2009, December 31, 2009 and March 31, 2010, there shall be at least
one fiscal quarter in which the right to engage in an EBITDA Cure Issuance set
forth in Section 9.05(a) is not exercised.


 


(d)           Consolidated EBITDA may not be increased by more than $10,000,000
in aggregate for all fiscal quarters as a result of the exercise of the right
to engage in an EBITDA Cure Issuance set forth in Section 9.05(a).


 


(e)           The Administrative Agent and the Lenders agree that from
the date of delivery of the notice referred to in (and delivered in accordance
with) Section 9.05(a) until the date that is fifteen days
thereafter, neither the Administrative Agent nor the Lenders shall exercise any
rights or remedies with respect to any Event of Default addressed in such notice.


 


(bbb)      A new Section 9.06 shall be added to
the Credit Agreement as follows:


 


Section 9.06         Other Cure Rights.


 


(a)           In the event of any Event of Default resulting from a
failure to comply with any covenant set forth in Section 8.11 with
respect to any fiscal quarter and so long as the EBITDA Cure Issuance
Expiration Date has occurred (or shall occur simultaneously with the applicable
Other Cure Issuance), and until the fifteenth day after the date on which GGC
provides the Administrative Agent notice that it intends to exercise its right
to engage in an Other Cure Issuance under this Section 9.06(a) with
respect to any such Event of Default (but only if such notice is provided on or
before the date on which the financial statements for such fiscal quarter are
required to be delivered under Section 7.01 (without regard to any
cure periods set forth in Section 9.01 with respect to such fiscal
quarter) or, if earlier, the date on which such financial statements are
actually delivered), GGC may engage in an Other Cure Issuance.  If no later than the fifteenth day following
the earlier of (x) the date on which the financial statements for such
fiscal quarter are required to be delivered under Section 7.01
(without regard to any cure periods set forth in Section 9.01 with
respect to such fiscal quarter) and (y) the date on which such financial
statements are actually delivered, GGC shall have applied an amount equal to
100% of the Net Cash Proceeds of the Permitted Junior Refinancing Indebtedness
issued or incurred pursuant to such Other Cure Issuance to prepay or cash
collateralize the Term Loan, the Revolving Loans, the Bankers’ Acceptance
Advances, the Canadian Swing Line Loans and the L/C Obligations in accordance
with the proviso to Section 8.03(r), then:


 


(i)                                     solely for
purposes of recalculating the financial ratios for purposes of determining
compliance with Sections 8.11(a) and 8.11(c), Consolidated
Cash Interest Charges and Consolidated Fixed Charges shall be determined on a
pro forma basis assuming that such Other Cure Issuance and the related
prepayments had occurred on the first day of the four


 


17

















 


consecutive
fiscal quarter period most recently ended prior to the date on which such Other
Cure Issuance actually occurred; and


 


(ii)                                  solely for
purposes of recalculating the financial ratios for purposes of determining
compliance with Sections 8.11(b) and 8.11(d), Consolidated
Funded Indebtedness and Consolidated Senior Secured Indebtedness shall be
determined on a pro forma basis assuming that such Other Cure Issuance and the
related prepayments had occurred on the last day of the fiscal quarter most
recently ended prior to the date on which such Other Cure Issuance actually
occurred.


 


(b)           The parties hereby acknowledge that Section 9.06(a) shall
not be relied on for any purpose other than recalculating financial ratios for
purposes of determining compliance with Sections 8.11(a), 8.11(b),
8.11(c) and 8.11(d), and shall not result in any adjustment
to Consolidated Cash Interest Charges, Consolidated Fixed Charges, Consolidated
Funded Indebtedness, Consolidated Senior Secured Indebtedness or any other
amounts, other than as set forth in Sections 9.06(a)(i) and 9.06(a)(ii).


 


(c)           If, after giving effect to the foregoing recalculations,
the Loan Parties and their Subsidiaries shall be in compliance with the
covenants set forth in Sections 8.11(a), 8.11(b), 8.11(c) and
8.11(d), the Loan Parties and their Subsidiaries shall be deemed to have
satisfied the requirements of such covenants as of the relevant determination
date with the same effect as if there had been no failure to comply therewith
at such date, and the applicable breach or default with respect to such
covenants that had occurred shall be deemed to be cured effective as of such
date for all purposes of this Agreement and the other Loan Documents.


 


(d)           The Administrative Agent and the Lenders agree that from
the date of delivery of the notice referred to in (and delivered in accordance
with) Section 9.06(a) until the date that is fifteen days
thereafter, neither the Administrative Agent nor the Lenders shall exercise any
rights or remedies with respect to any Event of Default addressed in such
notice.


 


(ccc)       Section 10.01(a) of the Credit
Agreement is amended by deleting the last sentence thereof.


 


Section 2.               Commitment Reduction.  Parts I, II and III of Schedule 2.01
to the Credit Agreement are hereby amended and restated to read in their
entirety as set forth on Schedule 2 hereto. 
On the Ninth Amendment Effective Date, the Borrowers shall prepay
Domestic Revolving Loans, Canadian Revolving Loans and/or Canadian Swing Line
Loans to the extent necessary to reflect the reduction in the applicable
Commitments.


 


Section 3.               Compliance Certificate.  Schedule 2 to the Compliance Certificate
appearing in Exhibit C to the Credit Agreement is hereby amended and
restated to read in its entirety as set forth on Schedule 3 hereto.


 


Section 4.               Additional Amendments.


 


(a)           The first sentence of Section 6.07
of the Credit Agreement is hereby amended by replacing the proviso at the end
thereof with the following:


 


18

















 


; provided that
neither (1) the failure of GGC or any Subsidiary to make any of the
Applicable Note Interest Payments nor (2) any cross-default occurring
under the 2006 Senior Notes Documents, the 2006 Senior Subordinated Notes
Documents or the 2003 Senior Notes Documents solely as a result of the failure
to make any of the Applicable Note Interest Payments shall render inaccurate
the foregoing representation unless any portion of the Applicable Note Interest
Payments remains unpaid on the earliest to occur of (such earliest date, the “Cutoff
Date”) (i) the date on which the 2009 Exchange Transaction shall have
been consummated, (ii) the date of termination or expiration of the
exchange offer contemplated by the 2009 Exchange Offering Memorandum (as the
same may be amended), (iii) the date on which (x) any of the
Indebtedness outstanding under the 2003 Senior Notes, the 2006 Senior Notes or
the 2006 Senior Subordinated Notes shall have been accelerated or (y) any
other exercise of remedies or other enforcement action shall have been taken
with respect to the 2003 Senior Notes, the 2006 Senior Notes or the 2006 Senior
Subordinated Notes in accordance with the terms thereof and (iv) 11:59 p.m.
on July 30, 2009.


 


Section 5.               Conditions Precedent to
Effectiveness.  Subject to the
proviso to this Section 5, this Amendment shall be effective upon
satisfaction of the following conditions precedent (the date on which such
conditions have been satisfied, the “Amendment Effective Date”):


 


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


 


(b)           Receipt by the Domestic
Administrative Agent (i) for the account of (x) each Lender that
has the right under the Credit Agreement to approve this Amendment and that has
executed this Amendment on or prior to 12:00 noon, New York City time, on July 15,
2009 and (y) each other Lender that has the right under the Credit
Agreement to approve this Amendment and that has not been given the opportunity
to access this Amendment and consent thereto (each of the Lenders described in
the foregoing clauses (x) and (y), a “Consenting Lender”), of a fee
equal to 0.50% of the aggregate amount of each such Consenting Lender’s
Canadian Revolving Commitment, Canadian Swing Line Commitment, Domestic
Revolving Commitment and portion of the Term Loan outstanding (determined, in
the case of the Canadian Revolving Commitments, Canadian Swing Line Commitment
and Domestic Revolving Commitments, after giving pro forma effect to the
Commitment reductions contemplated by Section 2 hereof) (it being
understood that such fee shall not become payable to any Lender unless the
Amendment Effective Date occurs) and (ii) any fees and expenses of the
Administrative Agents (including reasonable attorneys’ fees of the
Administrative Agents) in connection with the Loan Documents;


 


(c)           Receipt by BAS of all fees, expenses
and other amounts that have become due and payable to BAS, in its capacity as
arranger of the Amendment, on or prior to the Amendment Effective Date pursuant
to that certain letter agreement dated as of June 30, 2009 between GGC and
BAS;


 


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


 


(e)           (i) The 2009 Exchange
Transaction shall have been consummated (or shall be consummated substantially
simultaneously with the effectiveness of this Amendment) and (ii) if


 


19

















 


the aggregate principal
amount of the 2003 Senior Notes, the 2006 Senior Notes and the 2006 Senior
Subordinated Notes that are exchanged pursuant to the 2009 Exchange Transaction
is less than the percentage previously communicated to the Lenders by the
Administrative Agent of the aggregate outstanding principal amount thereof
immediately prior to the effectiveness of the 2009 Exchange Transaction, the
Required Lenders, the Required Domestic Revolving Lenders and the Required
Canadian Revolving Lenders shall have confirmed (orally or in writing) to the
Domestic Administrative Agent that they are satisfied with the amount of the
2003 Senior Notes, the 2006 Senior Notes and the 2006 Senior Subordinated Notes
that shall be exchanged pursuant to the 2009 Exchange Transaction;


 


provided, however,
that the amendments set forth in Section 4 (and no other provision of this
Amendment) shall become effective upon satisfaction of the condition set forth
in Section 5(a).


 


Section 6.               Release.


 


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


 


(b)           Each Loan Party, on behalf of itself
and its successors, assigns, and other legal representatives, hereby
unconditionally and irrevocably agrees that it will not sue any Lender Party or
Lender Party Affiliate on the basis of any Claim released, remised and
discharged by such Loan Party pursuant to this Section 6.  If any Loan Party or any of their respective
successors, assigns or other legal representatives violates the foregoing
covenant, each Loan Party, for itself and its successors, assigns and legal
representatives, agrees to pay, in addition to such other damages as any Lender
Party or Lender Party Affiliate may sustain as a result of such violation, all
reasonable and documented attorneys’ fees and costs incurred by any Lender
Party or Lender Party Affiliate as a result of such violation.


 


20














 


Section 7.               Miscellaneous.


 


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


 


(b)           GGC shall deliver to the
Administrative Agent copies of the certificate of designations and any other
documents governing the terms of any Equity Interests issued in connection with
the 2009 Exchange Transaction immediately upon the effectiveness thereof, and
agrees that its failure to do so within two days after the effectiveness
thereof shall constitute an Event of Default.


 


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


 


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


 


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


 


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


 


(ii)           This Amendment has been duly executed
and delivered by the Loan Parties and constitutes each of the Loan Parties’
legal, valid and binding obligations, enforceable in accordance with its terms,
except as such enforceability may be limited by Debtor Relief Laws and general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 


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


 


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


 


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


 


(h)           This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original, but all of which shall constitute one and the 


 


21

















 


same instrument.  Delivery of an executed counterpart of this
Amendment by telecopy shall be effective as an original and shall constitute a
representation that an executed original shall be delivered.


 


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


 


[remainder of page intentionally left blank]


 


22

















 


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


 


	
  BORROWERS:

  	
  GEORGIA GULF CORPORATION, a Delaware corporation,
  as a Borrower and, with respect to the Canadian Obligations, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  ROYAL GROUP, INC. (formerly known as ROYAL GROUP
  TECHNOLOGIES LIMITED), a Canadian federal corporation, as a
  Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 

















 


	
  DOMESTIC GUARANTORS:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREAT RIVER OIL & GAS CORPORATION, a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROME DELAWARE CORP., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLASTIC TRENDS, INC., a Michigan corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL OUTDOOR PRODUCTS, INC., an Indiana corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:
  NOVO MANAGEMENT, INC., a Nevada
  corporation, its Managing Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL MOULDINGS LIMITED, a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


	
   

  	
   

  
	
   

  	
  ROYAL GROUP SALES (USA) LIMITED., a Nevada
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
  CANADIAN GUARANTORS:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice President

  



 


	
   

  	
   

  
	
   

  	
  6632149 CANADA INC., a Canadian federal
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Thompson

  
	
   

  	
  Name:

  	
  Gregory Thompson

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


	
   

  	
   

  
	
   

  	
  ALAIN CÔTÉ, AS SOLE TRUSTEE OF THE ROYBRIDGE FINANCING
  TRUST/LA FIDUCIE DE FINANCEMENT ROYBRIDGE, a trust formed under the
  laws of the Province of Quebec

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alain Côté

  
	
   

  	
  Name:

  	
  Alain Côté

  



 

















 


	
  DOMESTIC

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  As
  Domestic Administrative Agent and Domestic Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin M. Behan

  
	
   

  	
  Name:

  	
  Kevin M. Behan

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


	
  CANADIAN

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Medina Sales de Andrade

  
	
   

  	
  Name:

  	
  Medina Sales de Andrade

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
  LENDERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK, N.V.

  	
   

  	
  AMERIPRISE CERTIFICATE COMPANY

  
	
  as a Canadian Revolving Lender

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David W. Stack

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  David W. Stack

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Neil J. Bivona

  	
   

  	
   

  
	
  Name:

  	
  Neil J. Bivona

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARIZONA STATE RETIREMENT SYSTEM, BY: PYRAMIS GLOBAL
  ADVISORS TRUST COMPANY, AS INVESTMENT MANAGER UNDER POWER OF ATTORNEY

  as a Lender

  	
   

  	
  THE ASSETS MANAGEMENT COMMITTEE OF THE COCA-COLA
  COMPANY MASTER RETIREMENT TRUST, BY: PYRAMIS GLOBAL ADVISORS TRUST COMPANY,
  AS INVESTMENT MANAGER UNDER POWER OF ATTORNEY

  
	
  By:

  	
  /s/ David Censorio

  	
   

  	
  as a Lender

  
	
  Name:

  	
  David Censorio

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP

  	
   

  	
  By:

  	
  /s/ David Censorio

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David Censorio

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BABSON CLO LTD. 2004-I

  	
   

  	
  BALTIC FUNDING LLC

  
	
  BABSON CLO LTD. 2005-I

  	
   

  	
  as a Lender

  
	
  BABSON CLO LTD. 2005-II

  	
   

  	
   

  	
   

  
	
  BABSON CLO LTD. 2005-III

  	
   

  	
  By:

  	
  /s/ Tara E. Kenny

  
	
  BABSON CLO LTD. 2006-II

  	
   

  	
  Name:

  	
  Tara E. Kenny

  
	
  BABSON CLO LTD. 2007-I

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
  SAPPHIRE VALLEY CDO I, LTD.

  	
   

  	
   

  	
   

  
	
  SUFFIELD CLO, LIMITED as Lenders

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
  By: Babson Capital Management LLC

  	
   

  	
  as a Lender

  
	
  as Collateral Manager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kevin M. Behan

  
	
  By:

  	
  /s/ Geoffrey Takacs

  	
   

  	
  Name:

  	
  Kevin M. Behan

  
	
  Name:

  	
  Geoffrey Takacs

  	
   

  	
  Title:

  	
  SVP

  
	
  Title:

  	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
  MAPLEWOOD (CAYMAN) LIMITED

  	
   

  	
  acting through its Canada branch,

  
	
  as a Lender

  	
   

  	
  as a Lender and as a Canadian LC Issuer

  
	
  By: Babson Capital Management LLC as

  	
   

  	
   

  	
   

  
	
  Investment Manager

  	
   

  	
  By:

  	
  /s/ Medina Sales de Andrade

  
	
   

  	
   

  	
  Name:

  	
  Medina Sales de Andrade

  
	
  By:

  	
  /s/ Geoffrey Takacs

  	
   

  	
  Title:

  	
  Vice President

  
	
  Name:

  	
  Geoffrey Takacs

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  	
   

  	
   

  



 

















 


	
  JFIN CLO 2007 LTD.

  	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
  as a Lender

  	
   

  	
  as a Lender and a Canadian L/C Issuer

  
	
  By: Jefferies Finance LLC as Collateral

  	
   

  	
   

  	
   

  
	
  Manager

  	
   

  	
  By:

  	
  /s/ Mark Vigil

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark Vigil

  
	
  By:

  	
  /s/ Andrew Cannon

  	
   

  	
  Title:

  	
  Managing Director, Special Accounts

  
	
  Name:

  	
  Andrew Cannon

  	
   

  	
   

  	
  Management

  
	
  Title:

  	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

  	
   

  	
  BARCLAYS BANK PLC

  as a Lender

  
	
  as a Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Dan Crowley

  
	
  By:

  	
  /s/ Shuichi Akiyama

  	
   

  	
  Name:

  	
  Dan Crowley

  
	
  Name:

  	
  Shuichi Akiyama

  	
   

  	
  Title:

  	
  Managing Director

  
	
  Title:

  	
  SVP and Manager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BASSO MULTI-STRATEGY HOLDING FUND LTD.

  
	
  BARCLAYS BANK PLC

  	
   

  	
  as a Lender

  
	
  as a Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joseph Schultz

  
	
  By:

  	
  /s/ Maria Lund

  	
   

  	
  Name:

  	
  Joseph Schultz

  
	
  Name:

  	
  Maria Lund

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BLACK DIAMOND CLO 2005-2 Ltd.

  	
   

  	
  CASPIAN CAPITAL PARTNERS, L.P.

  
	
  By: Black Diamond CLO 2005-2 Adviser, L.L.C.,  As its Collateral Manager

  	
   

  	
  By: Mariner Investment Group,  an
  Investment Advisor

  
	
   

  	
  as a Lender

  
	
  as a Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ David Corleto

  
	
  By:

  	
  /s/ Stephen H. Deckoff

  	
   

  	
  Name:

  	
  David Corleto

  
	
  Name:

  	
  Stephen H. Deckoff

  	
   

  	
  Title:

  	
  Principal, Mariner Investment Group, as

  
	
  Title:

  	
  Managing Principal

  	
   

  	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CENTURION CDO VI, LTD.

  	
   

  	
  CENTURION CDO VII, LIMITED

  
	
  By: RiverSource Investments, LLC as Collateral Manager as a Lender

  	
   

  	
  By: RiverSource Investments, LLC as Collateral Manager as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Director of Operations

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CENTURION CDO 8, LIMITED

  	
   

  	
  CENTURION CDO 9, LTD.

  
	
  By: RiverSource Investments, LLC as Collateral Manager as a Lender

  	
   

  	
  By: RiverSource Investments, LLC as Collateral Manager as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Director of Operations

  	
   

  	
  Title:

  	
  Director of Operations

  



 














 


	
  CENT CDO 10 LIMITED

  	
   

  	
  CENT CDO XI, LIMITED

  
	
  By: RiverSource Investments, LLC as

  Collateral Manager as a Lender

  	
   

  	
  By: RiverSource Investments, LLC as Collateral

  Manager as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
  Name:

  	
  Robin C. Stancil

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
  Title:

  	
  Director of Operations

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  
	
  CENT CDO 12 LIMITED

  	
   

  	
  CENT CDO 14 LIMITED

  
	
  By:
  RiverSource Investments, LLC as

  Collateral
  Manager as a Lender

  	
   

  	
  By: RiverSource Investments, LLC as Collateral

  Manager as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Robin C. Stancil

  	
   

  	
  By:

  	
  /s/
  Robin C. Stancil

  
	
  Name:

  	
  Robin
  C. Stancil

  	
   

  	
  Name:

  	
  Robin
  C. Stancil

  
	
  Title:

  	
  Director
  of Operations

  	
   

  	
  Title:

  	
  Director
  of Operations

  
	
   

  	
   

  	
   

  
	
  CENT CDO 15 LIMITED

  	
   

  	
  CONTINENTAL CASUALTY COMPANY

  
	
  By:
  RiverSource Investments, LLC as

  Collateral
  Manager as a Lender

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Robin C. Stancil

  	
   

  	
  By:

  	
  /s/
  Marilcu R. McGirr

  
	
  Name:

  	
  Robin
  C. Stancil

  	
   

  	
  Name:

  	
  Marilcu
  R. McGirr

  
	
  Title:

  	
  Director
  of Operations

  	
   

  	
  Title:

  	
  Vice
  President and Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE ALTERNATIVE

  INVESTMENTS, AS COLLATERAL

  MANAGER FOR:

  	
   

  	
  DEUTSCHE BANK AG NEW YORK

  BRANCH

  By:
  DB SERVICES NEW JERSEY, INC.

  
	
   

  	
   

  	
  as
  a Lender

  
	
  ATRIUM II,

  	
   

  	
   

  
	
  CSAM FUNDING II,

  	
   

  	
  By:

  	
  /s/
  Jonathon Fischer

  
	
  ATRIUM CDO

  	
   

  	
  Name:

  	
  Jonathon
  Fischer

  
	
   

  	
   

  	
  Title:

  	
  Team
  Manager

  
	
  By:

  	
  /s/
  John G. Popp

  	
   

  	
   

  
	
  Name:

  	
  John
  G. Popp

  	
   

  	
  By:

  	
  /s/
  Tavinton Miles

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
  Name:

  	
  Tavinton
  Miles

  
	
   

  	
   

  	
  Title:

  	
  Associate

  



 

















 


	
  FIDELITY ADVISOR SERIES I:

  FIDELITY ADVISOR FLOATING RATE

  HIGH INCOME FUND

  	
   

  	
  FIDELITY ADVISOR SERIES I: FIDELITY

  ADVISOR HIGH INCOME ADVANTAGE

  FUND

  
	
  as
  a Lender

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Paul Murphy

  	
   

  	
  By:

  	
  /s/
  Paul Murphy

  
	
  Name:

  	
  Paul
  Murphy

  	
   

  	
  Name:

  	
  Paul
  Murphy

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
  FIDELITY ADVISOR SERIES I:

  FIDELITY ADVISOR LEVERAGED

  COMPANY STOCK FUND

  	
   

  	
  FIDELITY CENTRAL INVESTMENT

  PORTFOLIOS LLC: FIDELITY HIGH

  INCOME CENTRAL FUND 2

  
	
  as a Lender

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul Murphy

  	
   

  	
  By:

  	
  /s/ Paul Murphy

  
	
  Name:

  	
  Paul Murphy

  	
   

  	
  Name:

  	
  Paul Murphy

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  FIDELITY FINANCIAL TRUST:

  FIDELITY CONVERTIBLE SECURITIES

  FUND

  	
   

  	
  FIDELITY SECURITIES FUND:

  FIDELITY LEVERAGED COMPANY STOCK FUND

  as a Lender

  
	
  as a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Paul Murphy

  
	
  By:

  	
  /s/ Paul Murphy

  	
   

  	
  Name:

  	
  Paul Murphy

  
	
  Name:

  	
  Paul Murphy

  	
   

  	
  Title:

  	
  Vice President

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIDELITY SUMMER STREET TRUST:

  FIDELITY HIGH INCOME FUND

  	
   

  	
  THE FOOTHILL GROUP, LLC

  as a Lender

  
	
  as a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dennis R. Ascher

  
	
  By:

  	
  /s/ Paul Murphy

  	
   

  	
  Name:

  	
  Dennis R. Ascher

  
	
  Name:

  	
  Paul Murphy

  	
   

  	
  Title:

  	
  Sr.V.P.

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  



 

















 


	
  GALAXY X CLO, LTD

  	
   

  	
  GALLATIN CLO II 2005-1, LTD

  
	
  By: AIG Global Investment Corp.

  Its Collateral Manager

  	
   

  	
  By: UrsaMine Credit Advisors, LLC as its

  Collateral Manager

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
  AIG BANK LOAN FUND LTD.

  	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
  By: AIG Global Investment Corp.

  	
   

  	
  Name:

  	
  Justin Driscoll

  
	
  Its Investment Manager

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
  SUNAMERICA SENIOR FLOATING

  	
   

  	
   

  
	
  RATE FUND, INC.

  	
   

  	
  GALLATIN CLO III 2007-1, LTD As

  
	
  By: AIG Global Investment Corp.

  	
   

  	
  Assignee

  
	
  Investment Sub-Adviser

  	
   

  	
  By: UrsaMine Credit Advisors, LLC as its

  
	
   

  	
   

  	
  Collateral Manager

  
	
  WESTERN NATIONAL LIFE

  INSURANCE COMPANY

  	
   

  	
  as a Lender

  
	
  By: AIG Global Investment Corp.

  	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
  Its Investment Advisor

  	
   

  	
  Name:

  	
  Justin Driscoll

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
  By:

  	
  /s/ W. Jeffrey Baxter

  	
   

  	
   

  
	
  Name:

  	
  W. Jeffrey Baxter

  	
   

  	
  GALLATIN FUNDING I, LTD

  
	
  Title:

  	
  Managing Director

  	
   

  	
  By: UrsaMine Credit Advisors, LLC as 

  Collateral Manager

  
	
  GENERAL ELECTRIC CAPITAL 

  	
   

  	
  as a Lender

  
	
  CORPORATION

  	
   

  	
   

  
	
  as a Lender

  	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
   

  	
   

  	
  Name:

  	
  Justin Driscoll

  
	
  By:

  	
  /s/ Rebecca A. Ford

  	
   

  	
  Title:

  	
  CEO

  
	
  Name:

  	
  Rebecca A. Ford

  	
   

  	
   

  
	
  Title:

  	
  Duly Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GRAND CENTRAL ASSET TRUST, BDC

  SERIES

  	
   

  	
  GRAYSTON CLO II 2004-1, LTD

  By: UrsaMine Credit Advisors, LLC as its

  
	
  as a Lender

  	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
  as a Lender

  
	
  By:

  	
  /s/ Adam Jacobs

  	
   

  	
   

  
	
  Name:

  	
  Adam Jacobs

  	
   

  	
  By:

  	
  /s/ Justin Driscoll

  
	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
  Name:

  	
  Justin Driscoll

  
	
   

  	
   

  	
  Title:

  	
  CEO

  



 

















 


	
  GULF STREAM-COMPASS CLO 2007,

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
  LTD

  	
   

  	
  as
  a Lender and a Domestic L/C Issuer

  
	
  By:
  Gulf Stream Asset Management LLC As 

  	
   

  	
   

  
	
  Collateral
  Manager

  	
   

  	
  JPMORGAN CHASE BANK, N.A., 

  
	
   

  	
   

  	
  TORONTO BRANCH

  
	
  GULF STREAM-SEXTANT CLO 2006-I, 

  	
   

  	
  as
  a Lender

  
	
  LTD

  	
   

  	
   

  
	
  By:
  Gulf Stream Asset Management LLC As 

  	
   

  	
  By:

  	
  /s/
  Stacey Haimes

  
	
  Collateral
  Manager

  	
   

  	
  Name:

  	
  Stacey
  Haimes

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
	
  GULF STREAM-SEXTANT CLO 2007-I, 

  	
   

  	
   

  
	
  LTD

  By:
  Gulf Stream Asset Management LLC As 

  	
   

  	
  LINCOLN S.a.r.l. SOCIETE A

  RESPONSIBILITE LIMITEE

  
	
  Collateral
  Manager

  as
  a Lender

  	
   

  	
  By:
  Highbridge Leveraged Loan Partners Master

  Fund,
  L.P., as Portfolio Manager

  
	
   

  	
   

  	
  By:
  Highbridge Capital Management, LLC as

  
	
  By:

  	
  /s/
  Barry Love

  	
   

  	
  Trading
  Manager

  
	
  Name:

  	
  Barry
  Love

  	
   

  	
  as
  a Lender

  
	
  Title:

  	
  Chief
  Credit Officer

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Marc Creatore

  
	
  HIGHLAND FLOATING RATE 

  	
   

  	
  Name:

  	
  Marc
  Creatore

  
	
  ADVANTAGE FUND

  	
   

  	
  Title:

  	
  Director
  of Ops

  
	
  as
  a Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  M. Jason Blackburn

  	
   

  	
   

  
	
  Name:

  	
  M.
  Jason Blackburn

  	
   

  	
   

  
	
  Title:

  	
  Secretary &
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MALIBU CBNA LOAN FUNDING LLC

  	
   

  	
  MARINER LDC

  
	
  as
  a Lender

  	
   

  	
  By:
  Mariner Investment Group, as Investment 

  
	
   

  	
   

  	
  Advisor

  
	
  By:

  	
  /s/
  Adam Jacobs

  	
   

  	
  as
  a Lender

  
	
  Name:

  	
  Adam
  Jacobs

  	
   

  	
   

  
	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
  By:
  

  	
  /s/
  David Corleto

  
	
   

  	
   

  	
  Name:

  	
  David
  Corleto

  
	
   

  	
   

  	
  Title:

  	
  Principal,
  Mariner Investment Group, as 

  
	
   

  	
   

  	
  Investment
  Manager

  
	
   

  	
   

  	
   

  
	
  MARINER OPPORTUNITIES FUND, LP

  	
   

  	
  MERRILL LYNCH CAPITAL CANADA 

  
	
  By:
  Mariner Investment Group, as Investment 

  	
   

  	
  INC.

  
	
  Advisor

  	
   

  	
  as
  a Lender

  
	
  as
  a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Marcelo Cosma

  
	
  By:

  	
  /s/
  David Corleto

  	
   

  	
  Name:

  	
  Marcelo
  Cosma

  
	
  Name:

  	
  David
  Corleto

  	
   

  	
  Title:

  	
  Vice President

  
	
  Title:

  	
  Principal,
  Mariner Investment Group, as

  	
   

  	
   

  
	
   

  	
  Investment
  Manager

  	
   

  	
   

  



 

















 


	
  MIZUHO CORPORATE BANK, LTD.

  	
   

  	
  NAVIGATOR CDO 2004, LTD., as a Lender

  
	
  as
  a Lender

  	
   

  	
  By:
  GE Asset Management Inc., as Collateral 

  
	
   

  	
   

  	
  Manager

  
	
  By:

  	
  /s/
  Raymond Ventura

  	
   

  	
   

  
	
  Name:

  	
  Raymond
  Ventura

  	
   

  	
  By:

  	
  /s/
  John Campos

  
	
  Title:

  	
  Deputy
  General Manager

  	
   

  	
  Name:

  	
  John
  Campos

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
  NAVIGARE FUNDING I CLO LTD

  	
   

  	
   

  
	
  By:
  Navigare Partners LLC

  	
   

  	
  NAVIGATOR CDO 2006, LTD., as a Lender

  
	
  Its
  collateral manager

  	
   

  	
  By:
  GE Asset Management Inc., as Collateral 

  
	
  as
  a Lender

  	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Joel G. Serebransky

  	
   

  	
  By:

  	
  /s/
  John Campos

  
	
  Name:

  	
  Joel
  G. Serebransky

  	
   

  	
  Name:

  	
  John
  Campos

  
	
  Title:

  	
  Managing
  Director

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
  NAVIGARE FUNDING II CLO LTD

  	
   

  	
  GENERAL ELECTRIC PENSION TRUST, 

  
	
  By:
  Navigare Partners LLC

  	
   

  	
  as
  a Lender

  
	
  as
  collateral manager,  as a Lender

  	
   

  	
  By:
  GE Asset Management Inc., as Collateral 

  
	
   

  	
   

  	
  Manager

  
	
  By:

  	
  /s/
  Joel G. Serebransky

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Joel
  G. Serebransky

  	
   

  	
  By:

  	
  /s/
  John Campos

  
	
  Title:

  	
  Managing
  Director

  	
   

  	
  Name:

  	
  John
  Campos

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
  NAVIGARE FUNDING III CLO LTD

  	
   

  	
   

  
	
  By:
  Navigare Partners LLC

  	
   

  	
   

  
	
  as
  collateral manager,  as a Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Joel G. Serebransky

  	
   

  	
   

  
	
  Name:

  	
  Joel
  G. Serebransky

  	
   

  	
   

  
	
  Title:

  	
  Managing
  Director

  	
   

  	
   

  



 

















 


	
  NUVEEN DIVERSIFIED DIVIDEND AND 

  	
   

  	
  NUVEEN FLOATING RATE INCOME 

  
	
  INCOME FUND

  	
   

  	
  FUND

  
	
  as
  a Lender

  	
   

  	
  as
  a Lender

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
  By:
  Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  James Kim

  	
   

  	
  By:

  	
  /s/
  James Kim

  
	
  Name:
  

  	
  James
  Kim

  	
   

  	
  Name:

  	
  James
  Kim

  
	
  Title:

  	
  Associate
  Portfolio Manager

  	
   

  	
  Title:

  	
  Associate
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
  NUVEEN FLOATING RATE INCOME 

  OPPORTUNITY FUND

  	
   

  	
  NUVEEN MULTI-STRATEGY INCOME

  AND GROWTH FUND 2

  
	
  as
  a Lender

  	
   

  	
  as
  a Lender

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
  By:
  Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  James Kim

  	
   

  	
  By:

  	
  /s/
  James Kim

  
	
  Name:

  	
  James
  Kim

  	
   

  	
  Name:

  	
  James
  Kim

  
	
  Title:

  	
  Associate
  Portfolio Manager

  	
   

  	
  Title:

  	
  Associate
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
  NUVEEN SENIOR INCOME FUND

  	
   

  	
  NUVEEN TAX ADVANTAGED TOTAL 

  
	
  as
  a Lender

  	
   

  	
  RETURN STRATEGY FUND

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
  By:
  Symphony Asset Management, LLC

  
	
  By:

  	
  /s/
  James Kim

  	
   

  	
   

  
	
  Name:

  	
  James
  Kim

  	
   

  	
  By:

  	
  /s/
  James Kim

  
	
  Title:

  	
  Associate
  Portfolio Manager

  	
   

  	
  Name:

  	
  James
  Kim

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
  PACIFIC LIFE FUNDS-PL FLOATING

  RATE LOAN FUND

  	
   

  	
  PPM SHADOW CREEK FUNDING LLC

  as
  a Lender

  
	
  as
  a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Tara E. Kenny

  
	
  By:

  	
  /s/
  M. Jason Blackburn

  	
   

  	
  Name:

  	
  Tara
  E. Kenny

  
	
  Name:

  	
  M.
  Jason Blackburn

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
   

  
	
   

  	
   

  	
  PYRAMIS HIGH YIELD FUND, LLC, BY:

  
	
  COMMONWEALTH OF

  MASSACHUSETTS PENSION RESERVES

  INVESTMENT MANAGEMENT BOARD,

  	
   

  	
  PYRAMIS GLOBAL ADVISORS TRUST

  COMPANY, AS INVESTMENT MANAGER

  UNDER POWER OF ATTORNEY

  
	
  BY: PYRAMIS GLOBAL ADVISORS

  TRUST COMPANY, AS INVESTMENT

  	
   

  	
  as
  a Lender

  
	
  MANAGER UNDER POWER OF

  	
   

  	
  By:

  	
  /s/
  David Censorio

  
	
  ATTORNEY

  	
   

  	
  Name:

  	
  David
  Censorio

  
	
  as
  a Lender

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David Censorio

  	
   

  	
   

  
	
  Name:

  	
  David
  Censorio

  	
   

  	
   

  
	
  Title:

  	
  VP

  	
   

  	
   

  



 

















 


	
  RIVERSOURCE LIFE INSURANCE

  COMPANY

  as
  a Lender

  	
   

  	
  RIVERSOURCE STRATEGIC

  ALLOCATION SERIES, INC. —

  RIVERSOURCE STRATEGIC INCOME

  ALLOCATION FUND

  
	
  By:

  	
  /s/
  Robin C. Stancil

  	
   

  	
  as
  a Lender

  
	
  Name:

  	
  Robin
  C. Stancil

  	
   

  	
   

  
	
  Title:

  	
  Assistant
  Vice President

  	
   

  	
  By:

  	
  /s/
  Robin C. Stancil

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robin
  C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
  SANKATY ADVISORS, LLC as Collateral

  	
   

  	
   

  
	
  Manager
  for Castle Hill I — INGOTS, Ltd., as

  Term
  Lender

  as
  a Lender

  	
   

  	
  SANKATY ADVISORS, LLC, as Collateral

  Manager
  for Castle Hill III CLO, Limited, as

  Term
  Lender

  
	
   

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  SANKATY ADVISORS, LLC, as Collateral

  	
   

  	
  KATONAH III, LTD.

  
	
  Manager
  for Loan Funding XI LLC, As Term

  Lender

  	
   

  	
  By:
  Sankaty Advisors LLC as Sub-Advisors

  as
  a Lender

  
	
  as
  a Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
  By:

  	
  /s/

  	
   

  	
  Name:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KATONAH IV, LTD.

  	
   

  	
  SANKATY ADVISORS, LLC as Collateral 

  
	
  By:
  Sankaty Advisors LLC as Sub-Advisors

  	
   

  	
  Manager
  for Race Point CLO, Limited, as Term 

  
	
  as
  a Lender

  	
   

  	
  Lender

  
	
   

  	
   

  	
  as
  a Lender

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
  Title:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  SANKATY ADVISORS, LLC as Collateral

  Manager
  for Race Point II CLO, Limited, as 

  Term
  Lender

  	
   

  	
  RACE POINT IV CLO, LTD.

  By:
  Sankaty Advisors, LLC as Collateral

  Manager

  
	
  as
  a Lender

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
  SERVES 2006-1, Ltd.

  	
   

  	
  SYMPHONY CLO I

  
	
   

  	
   

  	
  as
  a Lender

  
	
  By:

  	
  /s/
  Chris Kappas

  	
   

  	
   

  
	
  PPM America, Inc., as Collateral Manager

  	
   

  	
  By:
  Symphony Asset Management, LLC

  
	
  Chris
  Kappas

  	
   

  	
   

  
	
  Managing
  Director

  	
   

  	
  By:

  	
  /s/
  James Kim

  
	
   

  	
   

  	
  Name:

  	
  James
  Kim

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
  SYMPHONY CLO II

  	
   

  	
  SYMPHONY CLO III

  
	
  as
  a Lender

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
  By:
  Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  James Kim

  	
   

  	
  By:

  	
  /s/
  James Kim

  
	
  Name:

  	
  James
  Kim

  	
   

  	
  Name:

  	
  James
  Kim

  
	
  Title:

  	
  Associate
  Portfolio Manager

  	
   

  	
  Title:

  	
  Associate
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
  SYMPHONY CLO IV

  	
   

  	
  WACHOVIA BANK, N. A.

  
	
  as
  a Lender

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
  By:
  Symphony Asset Management, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael Thomas

  
	
  By:

  	
  /s/
  James Kim

  	
   

  	
  Name:

  	
  Michael
  Thomas

  
	
  Name:

  	
  James
  Kim

  	
   

  	
  Title:

  	
  Vice
  President

  
	
  Title:

  	
  Associate
  Portfolio Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA CAPITAL FINANCE

  CORPORATION (CANADA) as a Canadian

  	
   

  	
  Each
  of the persons listed on Annex A severally

  but
  not jointly as Lender

  
	
  Revolving
  Lender

  	
   

  	
   

  
	
   

  	
   

  	
  By: WELLINGTON MANAGEMENT

  
	
  By:

  	
  /s/
  Raymond Eghobamien

  	
   

  	
  COMPANY, LLP

  
	
  Name:

  	
  Raymond
  Eghobamien

  	
   

  	
  as
  investment adviser

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  
	
   

  	
  Wachovia
  Capital Finance Corporation

  	
   

  	
  By:

  	
  /s/
  Donald M. Caiazza

  
	
   

  	
  (Canada)

  	
   

  	
  Name:

  	
  Donald
  M. Caiazza

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Counsel

  
	
  ZOHAR III, LIMITED

  	
   

  	
   

  
	
  as a Lender

  	
   

  	
   

  
	
  By: Patriarch Partners XV, LLC, its Collateral

  Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lynn Tilton

  	
   

  	
   

  
	
  Name:

  	
  Lynn Tilton

  	
   

  	
   

  
	
  Title:

  	
  Manager

  	
   

  	
   

  



 














 


EXHIBIT I


 


Acceptable Subordination Terms


 


[attached]


 

















 


ACCEPTABLE SUBORDINATION TERMS


 


Section 1. 
Agreement to Subordinate.  Notwithstanding
any provision in this [INSERT NAME OF DOCUMENT] to the contrary, [INSERT NAME
OF BORROWER] (the “Company”) and
[INSERT NAME OF LENDER] (the “Subordinated Lender”)
covenant and agree that the Company’s obligations under this [INSERT NAME OF
DOCUMENT] (the “Subordinated Obligations”) are
subordinated in right of payment, to the extent and in the manner provided in Sections
[1—8], to the prior payment in full in cash of all Senior Obligations.  “Senior Obligations”
means the Obligations (as defined in the Credit Agreement dated as of October 3,
2006 among Georgia Gulf Corporation and Royal Group, Inc., as Borrowers, certain
subsidiaries of Georgia Gulf Corporation from time to time party thereto, as
Guarantors, the Lenders party thereto, Bank of America, National Association,
as Domestic Administrative Agent (the “Agent”), and
Bank of America, National Association acting through its Canada branch, as
Canadian Administrative Agent (as amended, restated or otherwise modified from
time to time, the “Credit Agreement”)),
and “Senior Obligees” means the holders from
time to time of the Senior Obligations. 
The subordination provisions of this [Sections 1-8] (the “Subordination Provisions”) are for the benefit of and
enforceable directly by the Senior Obligees or their designated
representatives.  Capitalized terms used
but not defined herein shall have the meanings given to such terms in the
Credit Agreement.


 


Section 2. 
Default on Senior Obligations.  (a) No direct or indirect payment,
deposit or distribution of any kind or character, whether in cash, property or
securities, by set-off, collateral or in any other manner, by or on behalf of
the Company of principal of, or interest (including, for the avoidance of
doubt, in respect of interest payable-in-kind) on, or any other obligation in
respect of, the Subordinated Obligations, whether pursuant to the terms of the
Subordinated Obligations, upon acceleration, by way of repurchase, redemption,
defeasance or otherwise (all such payments, deposits or distributions being
referred to herein, individually and collectively, as a “Subordinated
Obligations Payment”), shall be made if, at the time of such
Subordination Obligations Payment, there exists, or would result therefrom, a
Default or Event of Default (as defined in the Credit Agreement).


 


(b)           In the event that any
Subordinated Obligations Payment shall be received by the Subordinated Lender
or any representative thereof at a time when such Subordinated Obligations
Payment is prohibited by clause (a) above and before all Senior
Obligations are paid in full in cash, such Subordinated Obligations Payment
shall be received and held in trust for the benefit of, and shall be paid over
or delivered to, the relevant Administrative Agent or other representative on
behalf of the Senior Obligees, as their respective interests may appear, for
application to the payment of Senior Obligations remaining unpaid until all
Senior Obligations have been paid in full after giving effect to any concurrent
payment, distribution or provision therefor to or for the account of the Senior
Obligees.


 


(c)           Until the Senior Obligations
have been paid in full in cash (i) if a Default or Event of Default (as
defined in the Credit Agreement) shall have occurred and be continuing or would
result therefrom, or if a case or proceeding of the nature referred to in [Section 3(a)]
shall have commenced, the Subordinated Lender will not take, demand or receive,
or take any action to accelerate or collect, any payment of all or any part of
the Subordinated Obligations and (ii) the Subordinated Lender will not
file, join in or facilitate any petition or proceeding seeking the involuntary
bankruptcy of the Company.  The
Subordinated Lender hereby waives any right that it may have otherwise had to
do any of the foregoing in such circumstances.


 


Section 3. 
Liquidation, Dissolution, Bankruptcy. 
(a) In the event of (i) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to their assets, whether voluntary or involuntary, or (ii) any
liquidation, dissolution or other winding up of the Company, 


 

















 


whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (iii) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of the Company,
then and in any such event specified in sub-clause (i), (ii) or (iii) above,
the Senior Obligees shall be entitled to receive payment in full in cash (or
cash collateralization to the satisfaction in its sole discretion of the
relevant Senior Obligee) of all amounts due or to become due on or in respect
of all Senior Obligations, including all interest accrued or accruing on the
Senior Obligations after, or that would accrue but for, the commencement of any
bankruptcy, insolvency, reorganization or similar case or proceeding at the
contract rate (including, without limitation, any contract rate applicable upon
default) specified in the instrument evidencing the relevant Senior
Obligations, whether or not the claim for such interest is allowed or allowable
as a claim in such case or proceeding with respect to the Senior Obligations
(only such payment constituting “payment in full”)
before the Subordinated Lender is entitled to receive any Subordinated
Obligations Payment, and in any such event any Subordinated Obligations Payment
to which the Subordinated Lender or any representative thereof would be
entitled, but for the Subordination Provisions, shall be made by the Company or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
person making such payment or distribution, directly to the relevant
Administrative Agent or other representative on behalf of the Senior Obligees,
as their respective interests may appear, to the extent necessary to pay all
such Senior Obligations in full after giving effect to any concurrent payment,
distribution or provision therefor to or for the Senior Obligees.


 


(b)           In the event that any
Subordinated Obligations Payment shall be received by the Subordinated Lender
or any representative thereof at a time when such Subordinated Obligations
Payment is prohibited by clause (a) above and before all obligations in
respect of Senior Obligations are paid in full in cash (or cash collateralized
to the satisfaction in its sole discretion of the relevant Senior Obligee),
such Subordinated Obligations Payment shall be received and held in trust for
the benefit of, and shall be paid over or delivered to, the relevant
Administrative Agent or other representative on behalf of the Senior Obligees,
as their respective interests may appear, for application to the payment of
Senior Obligations remaining unpaid until all Senior Obligations have been paid
in full after giving effect to any concurrent payment, distribution or
provision therefor to or for the account of the Senior Obligees.


 


(c)           The Subordinated Lender
hereby irrevocably authorizes the Agent, as attorney-in-fact for the
Subordinated Lender, to prove any claim in proceedings referred to in clause (a) on
the Subordinated Obligations, and to demand, sue for, collect and receive any
such payment or distribution, and to apply such payment or distribution to the
payment of the then unpaid Senior Obligations, and to take such other action
(including acceptance or rejection of any plan of reorganization) in the name
of the Subordinated Lender or of the relevant Senior Obligees as the Agent may
deem necessary or advisable for the enforcement of the Subordination
Provisions.  The Subordinated Lender
shall execute and deliver such other and further powers of attorney,
assignments, proofs of claim or other instruments as may be requested by the
Agent in order to accomplish the foregoing, but only with respect to the
Subordinated Lender’s capacity in respect of the Subordinated Obligations and
not in respect of any other relationship between the Subordinated Lender and
the Company.


 


Section 4. 
Subrogation.  A distribution
made under the Subordination Provisions to the Senior Obligees which otherwise
would have been made to the Subordinated Lender is not, as between the Company
and the Subordinated Lender, a payment by the Company on the Subordinated
Debt.  After all Senior Obligations are
paid in full and until the Subordinated Obligations are paid in full, the Subordinated
Lender will be subrogated to the rights of the Senior Obligees to receive
payments in respect of the Senior Obligations.


 


Section 5. 
Relative Rights; Subordination Not to Prevent Events of Default.  The Subordination Provisions
define the relative rights of the Subordinated Lender and the Senior Obligees
and do not impair, as between the Company and the Subordinated Lender, the
obligation of the Company, which is 


 

















 


absolute and unconditional, to pay principal of and interest on the
Subordinated Obligations in accordance with their terms, subject to [Section 2(c)]
above.  The failure to make a payment on
the Subordinated Obligations by reason of the Subordination Provisions shall
not be construed as preventing the occurrence of a Default or an Event of
Default under this [Note/Instrument].


 


Section 6. 
Subordinated Lender Entitled to Rely.  For the purpose of ascertaining the
outstanding amount of the Senior Obligations, the identity of the Senior
Obligees, and all other information relevant to making any payment or
distribution to the Senior Obligees pursuant to the Subordination Provisions,
the Subordinated Lender is entitled to rely upon an order or decree of a court
or competent jurisdiction in which any proceedings of the nature referred to in
[Section 3(a)] are pending, a certificate of the liquidating trustee or
other person making a payment or distribution to the Subordinated Lender, or
information provided by the Agent.


 


Section 7. 
Subordination May Not Be Impaired By Company.  No right of any Senior
Obligee to enforce the subordination of the Subordinated Obligations will be
impaired by any act or failure to act by the Company or by its failure to
comply with this [Note/Instrument], regardless of any knowledge thereof that
any Senior Obligee may have or otherwise be charged with, or by any act or
failure to act, in good faith, by any Senior Obligee.


 


Section 8. 
Reliance by Senior Obligees  on
Subordination Provisions; No Waiver.  (a) The
Subordinated Lender acknowledges and agrees that the Subordination Provisions
are, and are intended to be, an inducement and consideration to each Senior
Obligee, whether the Senior Obligations were created or acquired before or
after the incurrence of the Subordinated Obligations, to acquire or to hold the
Senior Obligations, and each Senior Obligee will be deemed conclusively to have
relied on the Subordination Provisions in acquiring and holding such Senior
Obligations.  Without limiting the
foregoing, the Subordinated Lender hereby waives notice of or proof of reliance
by any Senior Obligee on any of the Subordination Provisions.


 


(b)           Without in any way limiting
the generality of [Section 7], the Senior Obligees may, at any time and
from time to time, without the consent of or notice to the Subordinated Lender,
without incurring any liability or responsibility to the Subordinated Lender,
and without impairing the rights of the Senior Obligees under the Subordination
Provisions, do any of the following:


 


(1)           change the manner, place or
terms of payment of, extend the time of payment of, increase the amount of, or
renew or alter, the Senior Obligations or any instrument evidencing the same or
any agreement under which the Senior Obligations are outstanding or secured;


 


(2)           sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing the
Senior Obligations;


 


(3)           release any person liable in
any manner for the payment of the Senior Obligations; or


 


(4)           exercise or refrain from
exercising any rights against the Company or any other person.


 


(c)           Each of the parties hereto
acknowledge that the Subordination Provisions are for the benefit of the Senior
Obligees and their respective successors and assigns and may not be rescinded
or cancelled or modified in any way without the prior written consent of the
Agent.


 

















 


EXHIBIT II


 


Royal Intercompany Note


 


[attached]


 

















 


PROMISSORY NOTE

(Acquireco Note)


 


	
  CAN$666,000,000

  	
   

  	
  October 3, 2006

  



 


1.             FOR VALUE RECEIVED, Rome
Acquisition Corp., a Canadian federal corporation (the “Maker”), hereby
promises to pay to the order of Rome Acquisition Holding Corp., an unlimited
liability company organized under the laws of Nova Scotia (the “Payee”),
at 115 Perimeter Center Place, Suite 460, Atlanta, Georgia 30346, or such
other place as the Payee may designate in writing, in lawful money of Canada,
the principal sum of SIX HUNDRED SIXTY SIX MILLION DOLLARS (CAN$666,000,000),
), together with interest thereon, in the manner and at the times provided
below.


 


2.             This Note shall be paid
without deduction by reason of any set-off, defense or counterclaim of the
Maker.


 


3.             The obligations under this
Note are unsecured.


 


4.             All principal on this Note
shall be payable in full on December 31, 2013.  The principal of or interest on this Note may
not be prepaid in whole or in part at any time unless (i) all of the
obligations under that certain Credit
Agreement dated as of the date hereof by and among Georgia Gulf Corporation,
Royal Group Technologies Limited, the guarantors from time to time party
thereto, the financial institutions from time to time party thereto (the “Lenders”),  Bank of America, National Association, as
Domestic Administrative Agent, Domestic Collateral Agent (in such capacity, the
“Domestic Collateral Agent”) and Domestic L/C Issuer, Bank of America,
National Association, acting through its Canada branch, as Canadian
Administrative Agent, Canadian Collateral Agent, and Canadian L/C Issuer and
The Bank of Nova Scotia, as the Canadian Swing Line Lender, as the same may be
amended, supplemented, extended, increased, refinanced, restated, renewed,
replaced, or otherwise modified, from time to time (the “Credit Agreement”)
shall have been satisfied in full or (ii) the requisite Lenders under the
Credit Agreement shall have consented to such prepayment.  If such prepayment is permitted by such
requisite Lenders under the Credit Agreement, the Maker shall be entitled to
make prepayments in whole or part from time to time without premium.  The principal on this Note shall not be
subject to any scheduled amortization installments unless permitted by such
requisite Lenders under the Credit Agreement or satisfied in full.  This Note shall be paid without deduction by
reason of any set-off, defense or counterclaim of the Maker.


 


5.             Interest (calculated on an
assumed year of 360 days, for the actual number of days elapsed, subject to Section 15
below) shall accrue from the date hereof on the unpaid principal balance at a
per annum rate equal to the sum of (i) the prevailing 30 day Eurodollar
rate on loans made in Canadian dollars as announced on the first business day
of each month by The Bank of Nova Scotia plus (ii) 2.125%.  Accrued interest shall be due and payable on
a quarterly basis on the last day of each December, March, June and
September, commencing on December 31, 2006.


 


6.             The occurrence of any one or
more of the following events shall constitute an Event of Default under this
Note:


 


(a)           Payment Default.  The Maker fails to pay (i) when and as
required to be paid herein, any amount of principal due under this Note, or (ii) within
three days after the same becomes due, any interest under this Note, or (iii) within
five days after the same becomes due, any other amount payable hereunder; or


 

















 


(b)           Insolvency Proceedings, Etc.  Maker institutes or consents to the
institution of any proceeding under the Bankruptcy Code of the United States,
the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors
Arrangement Act (Canada) 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 or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally (a “Debtor Relief Law”), or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or
consent of the Maker and the appointment continues undischarged or unstayed for
sixty (60) calendar days; or any proceeding under any Debtor Relief Law
relating to the Maker or to all or any material part of its property is
instituted without the consent of the Maker and continues undismissed or
unstayed for sixty (60) calendar days, or an order for relief is entered in any
such proceeding; or


 


(c)           Default under the Credit
Agreement.  The
occurrence of an “Event of Default” under, and as defined in, the Credit
Agreement.


 


7.             The Maker agrees that upon
an Event of Default under this Note, then all or any part of the unpaid
principal balance of and interest on this Note, after written notice to the
Maker by the Payee, shall immediately become due and payable and the Payee
shall be entitled to exercise all rights and remedies available to it under the
Note or applicable law; provided however, that upon the occurrence of an Event
of Default described in clause (b) of Section 6 above, the unpaid
balance and accrued but unpaid interest under this Note shall become due and
payable without notice or demand.  If an
Event of Default occurs, the Maker agrees to pay to the Payee all expenses
incurred by the Payee, including reasonable attorneys’ fees actually incurred,
in enforcing and collecting this Note.


 


8.             Failure of the Payee hereof
to assert any right contained herein will not be deemed to be a waiver thereof.


 


9.             In the event any one or more
of the provisions of this Note shall for any reason be held to be invalid,
illegal or unenforceable, in whole or in part or in any respect, or in the
event that any one or more of the provisions of this Note operate to invalidate
this Note, then and in either of those events, such provision or provisions
only shall be deemed null and void and shall not affect any other provision of
this Note and the remaining provisions of this Note shall remain operative and
in full force and effect and shall in no way be affected, prejudiced or
disturbed thereby.


 


10.           The Maker hereby forever
waives presentment, presentment for payment, demand, protest, notice of
protest, notice of dishonor of this Note and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note.  The Maker further agrees to
indemnify and hold harmless the Payee from any and all damages, losses, costs
and expenses (including, without limitation, attorneys’ fees and expenses)
which the Payee may incur by reason of the Maker’s failure to promptly pay when
due the indebtedness evidenced by this Note. 
Time is of the essence in the Maker’s performance of its obligations
hereunder.


 


11.           This Note may not be
amended, waived, changed, discharged, terminated or otherwise modified, without
the prior written consent of the Payee and the Maker.


 


12.           This Note shall be binding
upon the successors and assigns of the Maker and shall inure to the benefit of
the successors and assigns of the Payee.


 

















 


13.           Governing Law; Submission to
Jurisdiction; Venue.


 


(a)           THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND
THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.


 


(b)           ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE
PROVINCE OF ONTARIO, AND BY EXECUTION AND DELIVERY OF THIS NOTE, EACH OF THE
MAKER AND PAYEE CONSENTS, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.  EACH OF THE MAKER AND THE PAYEE
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS NOTE.  EACH OF THE MAKER AND THE PAYEE WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH PROVINCE.


 


14.           Waiver of Right to Trial by
Jury.


 


EACH
PARTY TO THIS NOTE 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 NOTE 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 NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


15.           Interest Savings.


 


(a)           In no event shall the aggregate
“interest” (as defined in Section 347 (the “Criminal Code Section”) of the
Criminal Code (Canada), payable to the Payee under this Note exceed the
effective annual rate of interest lawfully permitted under the Criminal Code
Section.  Further, if any payment,
collection or demand pursuant to this Note in respect of such “interest” is
determined to be contrary to the provisions of the Criminal Code Section, such
payment, collection, or demand shall be deemed to have been made by mutual
mistake of the Maker and the Payee and such “interest” 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 the receipt by the Payee of interest at a rate not in contravention of the
Criminal Code Section.


 


(b)           Each interest rate which is
calculated under this Note on any basis other than a full calendar year (the “deemed
interest period”) is, for the purposes of the Interest Act (Canada), equivalent
to a yearly rate calculated by dividing such interest rate by the actual number
of days in the deemed interest period, then multiplying such result by the
actual number of days in the calendar year (365 or 366).


 

















 


(c)           Any payments in respect of
amounts due under this Note shall be applied first in satisfaction of any
accrued and unpaid interest, and then to the principal amount outstanding.


 

















 


	
   

  	
  ROME ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
  ROME ACQUISITION HOLDING CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 














 


SCHEDULE 1


 


Consolidated EBITDA Threshold Amounts


 




	
  Two Consecutive Fiscal Quarter

  Period Ending

  	
   

  	
  Consolidated
  EBITDA

  Threshold Amount

  	
   

  
	
  December 31,
  2009

  	
   

  	
  $73.7 million

  	
   

  
	
  March 31,
  2010

  	
   

  	
  $21.3 million

  	
   

  
	
  June 30,
  2010

  	
   

  	
  $67.5 million

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $119.0 million

  	
   

  
	
  December 31,
  2010

  	
   

  	
  $74.3 million

  	
   

  
	
  March 31,
  2011

  	
   

  	
  $27.0 million

  	
   

  
	
  June 30,
  2011

  	
   

  	
  $75.2 million

  	
   

  
	
  September 30,
  2011

  	
   

  	
  $137.2 million

  	
   

  






 

















 


SCHEDULE 2


 


Commitments and Applicable Percentages

(in U.S. Dollars)


 


Part I.  Domestic Revolving Commitments


 


	
  Domestic
  Revolving Lenders

  	
   

  	
  Domestic
  Revolving

  Commitment

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Goldman Sachs Lending
  Partners LLC

  	
   

  	
  $

  	
  57,600,000

  	
   

  	
  34.082840237

  	
  %

  
	
  Lehman Commercial Paper
  Inc.

  	
   

  	
  20,000,000

  	
   

  	
  11.834319527

  	
  %

  
	
  Bank of America, N.A.

  	
   

  	
  14,000,000

  	
   

  	
  8.284023669

  	
  %

  
	
  Bank of Tokyo-Mitsubishi
  UFJ Trust Company

  	
   

  	
  12,000,000

  	
   

  	
  7.100591716

  	
  %

  
	
  Mizuho Corporate Bank,
  Ltd.

  	
   

  	
  12,000,000

  	
   

  	
  7.100591716

  	
  %

  
	
  Deutsche Bank AG New York
  Branch

  	
   

  	
  10,400,000

  	
   

  	
  6.153846154

  	
  %

  
	
  Wachovia Bank National
  Association

  	
   

  	
  10,000,000

  	
   

  	
  5.917159763

  	
  %

  
	
  Mariner LDC

  	
   

  	
  8,667,200

  	
   

  	
  5.128520710

  	
  %

  
	
  Caspian Capital Partners
  LP

  	
   

  	
  8,666,400

  	
   

  	
  5.128047337

  	
  %

  
	
  Barclays Bank PLC

  	
   

  	
  4,000,000

  	
   

  	
  2.366863905

  	
  %

  
	
  Grand Central Asset Trust
  BDC Series

  	
   

  	
  4,000,000

  	
   

  	
  2.366863905

  	
  %

  
	
  Morgan Stanley Senior
  Funding Inc.

  	
   

  	
  4,000,000

  	
   

  	
  2.366863905

  	
  %

  
	
  Mariner Opportunities Fund
  LP

  	
   

  	
  3,666,400

  	
   

  	
  2.169467456

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  169,000,000

  	
   

  	
  100.000000000

  	
  %

  



 

















 


Part II.  Canadian Revolving Commitments


 


	
  Canadian Revolving Lenders

  	
   

  	
  Canadian Revolving

  Commitment

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A.,
  Canada branch

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  26.086956522

  	
  %

  
	
  JPMorgan Chase Bank, N.A.,
  Toronto branch

  	
   

  	
  30,000,000

  	
   

  	
  26.086956522

  	
  %

  
	
  Merrill Lynch Capital
  Canada Inc.

  	
   

  	
  15,000,000

  	
   

  	
  13.043478261

  	
  %

  
	
  ABN AMRO Bank N.V.

  	
   

  	
  14,000,000

  	
   

  	
  12.173913044

  	
  %

  
	
  Wachovia Capital Finance
  Corporation (Canada)

  	
   

  	
  14,000,000

  	
   

  	
  12.173913044

  	
  %

  
	
  The Bank of Nova Scotia

  	
   

  	
  12,000,000

  	
   

  	
  10.434782609

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  115,000,000

  	
   

  	
  100.000000000

  	
  %

  



 

















 


Part III. 
Canadian Swing Line Commitments


 


	
  Canadian Swing Line Lender

  	
   

  	
  Canadian Swing

  Line Commitment

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  $

  	
  16,000,000

  	
   

  	
  100.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  16,000,000

  	
   

  	
  100.000000000

  	
  %

  



 

















 


SCHEDULE 3


 


Schedule 2

to Compliance Certificate


 


[to
be provided supplementally by the Administrative Agent]