Exhibit
10.2




 





$15,000,000


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


Dated as of November 2, 2006


among


BEACON ROOFING SUPPLY CANADA COMPANY, as Borrower


THE LENDERS PARTY HERETO


and


GE CANADA FINANCE HOLDING COMPANY, 

as Administrative Agent and Collateral Agent





GE CAPITAL MARKETS, INC., 

as Sole Lead Arranger and Bookrunner




 




















 


TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS, INTERPRETATION AND
  ACCOUNTING TERMS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  DEFINED TERMS

  	
  1

  
	
  Section 1.2

  	
  UCC TERMS/PPSA TERMS

  	
  33

  
	
  Section 1.3

  	
  ACCOUNTING TERMS AND PRINCIPLES

  	
  34

  
	
  Section 1.4

  	
  PAYMENTS

  	
  34

  
	
  Section 1.5

  	
  INTERPRETATION

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE II THE REVOLVING CREDIT FACILITY

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  THE COMMITMENTS

  	
  36

  
	
  Section 2.2

  	
  BORROWING PROCEDURES

  	
  36

  
	
  Section 2.3

  	
  [INTENTIONALLY DELETED]

  	
  37

  
	
  Section 2.4

  	
  [INTENTIONALLY DELETED]

  	
  37

  
	
  Section 2.5

  	
  REDUCTION AND TERMINATION OF THE COMMITMENTS

  	
  37

  
	
  Section 2.6

  	
  REPAYMENT OF OBLIGATIONS

  	
  38

  
	
  Section 2.7

  	
  OPTIONAL PREPAYMENTS

  	
  38

  
	
  Section 2.8

  	
  MANDATORY PREPAYMENTS

  	
  38

  
	
  Section 2.9

  	
  INTEREST

  	
  38

  
	
  Section 2.10

  	
  CONVERSION AND CONTINUATION OPTIONS

  	
  39

  
	
  Section 2.11

  	
  FEES

  	
  40

  
	
  Section 2.12

  	
  APPLICATION OF PAYMENTS

  	
  40

  
	
  Section 2.13

  	
  PAYMENTS AND COMPUTATIONS

  	
  43

  
	
  Section 2.14

  	
  EVIDENCE OF DEBT

  	
  45

  
	
  Section 2.15

  	
  SUSPENSION OF BA RATE OPTION

  	
  47

  
	
  Section 2.16

  	
  BREAKAGE COSTS; INCREASED COSTS; CAPITAL
  REQUIREMENTS

  	
  47

  
	
  Section 2.17

  	
  TAXES

  	
  49

  
	
  Section 2.18

  	
  SUBSTITUTION OF LENDERS

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE III CONDITIONS TO LOANS

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  CONDITIONS PRECEDENT TO AMENDMENT AND RESTATEMENT

  	
  52

  
	
  Section 3.2

  	
  CONDITIONS PRECEDENT TO EACH LOAN

  	
  53

  
	
  Section 3.3

  	
  [INTENTIONALLY DELETED]

  	
  54

  
	
  Section 3.4

  	
  DETERMINATIONS OF INITIAL BORROWING CONDITIONS

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  CORPORATE EXISTENCE; COMPLIANCE WITH LAW

  	
  54

  
	
  Section 4.2

  	
  LOAN DOCUMENTS

  	
  55

  
	
  Section 4.3

  	
  OWNERSHIP OF GROUP MEMBERS

  	
  55

  
	
  Section 4.4

  	
  FINANCIAL STATEMENTS

  	
  56

  
	
  Section 4.5

  	
  MATERIAL ADVERSE EFFECT

  	
  57

  
	
  Section 4.6

  	
  SOLVENCY

  	
  57

  
	
  Section 4.7

  	
  LITIGATION

  	
  57

  
	
  Section 4.8

  	
  TAXES

  	
  57

  
	
  Section 4.9

  	
  MARGIN REGULATIONS

  	
  58

  
	
  Section 4.10

  	
  NO BURDENSOME OBLIGATIONS; NO DEFAULTS

  	
  58

  
	
  Section 4.11

  	
  INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
  COMPANY ACT

  	
  58

  
	
  Section 4.12

  	
  LABOUR MATTERS

  	
  58

  
	
  Section 4.13

  	
  CANADIAN PENSION PLANS; ERISA

  	
  59

  
	
  Section 4.14

  	
  ENVIRONMENTAL MATTERS

  	
  59

  










 



 


	
  Section 4.15

  	
  INTELLECTUAL PROPERTY

  	
  60

  
	
  Section 4.16

  	
  TITLE; REAL PROPERTY

  	
  61

  
	
  Section 4.17

  	
  FULL DISCLOSURE

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE V [INTENTIONALLY DELETED]

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI REPORTING COVENANTS

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  FINANCIAL STATEMENTS

  	
  62

  
	
  Section 6.2

  	
  OTHER EVENTS

  	
  64

  
	
  Section 6.3

  	
  COPIES OF NOTICES AND REPORTS

  	
  65

  
	
  Section 6.4

  	
  TAXES

  	
  65

  
	
  Section 6.5

  	
  LABOUR MATTERS

  	
  65

  
	
  Section 6.6

  	
  ERISA AND CANADIAN PENSION MATTERS

  	
  65

  
	
  Section 6.7

  	
  ENVIRONMENTAL MATTERS

  	
  66

  
	
  Section 6.8

  	
  OTHER INFORMATION

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII AFFIRMATIVE COVENANTS

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  MAINTENANCE OF CORPORATE EXISTENCE

  	
  67

  
	
  Section 7.2

  	
  COMPLIANCE WITH LAWS, ETC

  	
  67

  
	
  Section 7.3

  	
  PAYMENT OF OBLIGATIONS

  	
  67

  
	
  Section 7.4

  	
  MAINTENANCE OF PROPERTY

  	
  68

  
	
  Section 7.5

  	
  MAINTENANCE OF INSURANCE

  	
  68

  
	
  Section 7.6

  	
  KEEPING OF BOOKS

  	
  68

  
	
  Section 7.7

  	
  ACCESS TO BOOKS AND PROPERTY; FIELD EXAMS

  	
  68

  
	
  Section 7.8

  	
  ENVIRONMENTAL

  	
  69

  
	
  Section 7.9

  	
  USE OF PROCEEDS

  	
  69

  
	
  Section 7.10

  	
  ADDITIONAL COLLATERAL AND GUARANTEES

  	
  70

  
	
  Section 7.11

  	
  DEPOSIT ACCOUNTS; SECURITIES ACCOUNTS AND CASH
  COLLATERAL ACCOUNTS

  	
  71

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII NEGATIVE COVENANTS

  	
  72

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  INDEBTEDNESS

  	
  72

  
	
  Section 8.2

  	
  LIENS

  	
  73

  
	
  Section 8.3

  	
  INVESTMENTS

  	
  74

  
	
  Section 8.4

  	
  ASSET SALES

  	
  74

  
	
  Section 8.5

  	
  RESTRICTED PAYMENTS

  	
  75

  
	
  Section 8.6

  	
  PREPAYMENT OF INDEBTEDNESS

  	
  77

  
	
  Section 8.7

  	
  FUNDAMENTAL CHANGES

  	
  77

  
	
  Section 8.8

  	
  CHANGE IN NATURE OF BUSINESS

  	
  77

  
	
  Section 8.9

  	
  TRANSACTIONS WITH AFFILIATES

  	
  78

  
	
  Section 8.10

  	
  THIRD-PARTY RESTRICTIONS ON INDEBTEDNESS, LIENS,
  INVESTMENTS OR RESTRICTED PAYMENTS

  	
  78

  
	
  Section 8.11

  	
  MODIFICATION OF CERTAIN DOCUMENTS

  	
  78

  
	
  Section 8.12

  	
  ACCOUNTING CHANGES; FISCAL YEAR

  	
  79

  
	
  Section 8.13

  	
  MARGIN REGULATIONS

  	
  79

  
	
  Section 8.14

  	
  COMPLIANCE WITH CANADIAN PENSION PLAN MATTERS; ERISA

  	
  79

  
	
  Section 8.15

  	
  HAZARDOUS MATERIALS

  	
  79

  
	
  Section 8.16

  	
  INACTIVE SUBSIDIARY

  	
  80

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX EVENTS OF DEFAULT

  	
  80

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  DEFINITION

  	
  80

  
	
  Section 9.2

  	
  REMEDIES

  	
  82

  
	
  Section 9.3

  	
  [INTENTIONALLY DELETED]

  	
  82

  










 



 


	
  ARTICLE X THE ADMINISTRATIVE AGENT

  	
  82

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  APPOINTMENT AND DUTIES

  	
  82

  
	
  Section 10.2

  	
  BINDING EFFECT

  	
  84

  
	
  Section 10.3

  	
  USE OF DISCRETION

  	
  84

  
	
  Section 10.4

  	
  DELEGATION OF RIGHTS AND DUTIES

  	
  84

  
	
  Section 10.5

  	
  RELIANCE AND LIABILITY

  	
  85

  
	
  Section 10.6

  	
  ADMINISTRATIVE AGENT INDIVIDUALLY

  	
  86

  
	
  Section 10.7

  	
  LENDER CREDIT DECISION

  	
  86

  
	
  Section 10.8

  	
  EXPENSES; INDEMNITIES

  	
  87

  
	
  Section 10.9

  	
  RESIGNATION OF ADMINISTRATIVE AGENT

  	
  87

  
	
  Section 10.10

  	
  RELEASE OF COLLATERAL OR GUARANTORS

  	
  88

  
	
  Section 10.11

  	
  ADDITIONAL SECURED PARTIES

  	
  89

  
	
  Section 10.12

  	
  US FACILITY INTERCREDITOR AGREEMENT

  	
  90

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS

  	
  90

  
	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  AMENDMENTS, WAIVERS, ETC

  	
  90

  
	
  Section 11.2

  	
  ASSIGNMENTS AND PARTICIPATIONS; BINDING EFFECT

  	
  92

  
	
  Section 11.3

  	
  COSTS AND EXPENSES

  	
  95

  
	
  Section 11.4

  	
  INDEMNITIES

  	
  95

  
	
  Section 11.5

  	
  SURVIVAL

  	
  97

  
	
  Section 11.6

  	
  LIMITATION OF LIABILITY FOR CERTAIN DAMAGES

  	
  97

  
	
  Section 11.7

  	
  LENDER-CREDITOR RELATIONSHIP

  	
  97

  
	
  Section 11.8

  	
  RIGHT OF SETOFF

  	
  97

  
	
  Section 11.9

  	
  SHARING OF PAYMENTS, ETC

  	
  98

  
	
  Section 11.10

  	
  MARSHALING; PAYMENTS SET ASIDE

  	
  98

  
	
  Section 11.11

  	
  NOTICES

  	
  99

  
	
  Section 11.12

  	
  ELECTRONIC TRANSMISSIONS

  	
  100

  
	
  Section 11.13

  	
  GOVERNING LAW

  	
  101

  
	
  Section 11.14

  	
  JURISDICTION

  	
  101

  
	
  Section 11.15

  	
  WAIVER OF JURY TRIAL

  	
  102

  
	
  Section 11.16

  	
  SEVERABILITY

  	
  102

  
	
  Section 11.17

  	
  EXECUTION IN COUNTERPARTS

  	
  102

  
	
  Section 11.18

  	
  ENTIRE AGREEMENT

  	
  102

  
	
  Section 11.19

  	
  USE OF NAME

  	
  103

  
	
  Section 11.20

  	
  NON-PUBLIC INFORMATION; CONFIDENTIALITY

  	
  103

  
	
  Section 11.21

  	
  PATRIOT ACT NOTICE

  	
  104

  
	
  Section 11.22

  	
  RESTATEMENT OF EXISTING LOAN AGREEMENT

  	
  104

  
	
  Section 11.23

  	
  PERMITTED LIENS

  	
  104

  










 



 


	
  SCHEDULES

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule I

  	
  –

  	
  Commitments

  	
   

  
	
  Schedule II

  	
  –

  	
  Addresses for Notices

  	
   

  
	
  Schedule 4.2

  	
  –

  	
  Consents

  	
   

  
	
  Schedule 4.3

  	
  –

  	
  Ownership of Borrower and Subsidiaries

  	
   

  
	
  Schedule 4.7

  	
  –

  	
  Litigation

  	
   

  
	
  Schedule 4.8

  	
  –

  	
  Tax Audits

  	
   

  
	
  Schedule 4.12

  	
  –

  	
  Labour Matters

  	
   

  
	
  Schedule 4.13

  	
  –

  	
  List of Plans

  	
   

  
	
  Schedule 4.14

  	
  –

  	
  Environmental Matters

  	
   

  
	
  Schedule 4.16

  	
  –

  	
  Real Property

  	
   

  
	
  Schedule 8.1

  	
  –

  	
  Existing Indebtedness

  	
   

  
	
  Schedule 8.2

  	
  –

  	
  Existing Liens

  	
   

  
	
  Schedule 8.3

  	
  –

  	
  Existing Investments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  –

  	
  Form of Assignment

  	
   

  
	
  Exhibit B

  	
  –

  	
  Form of Note

  	
   

  
	
  Exhibit C

  	
  –

  	
  Form of Notice of Borrowing

  	
   

  
	
  Exhibit D

  	
  –

  	
  Intentionally Deleted

  	
   

  
	
  Exhibit E

  	
  –

  	
  Intentionally Deleted

  	
   

  
	
  Exhibit F

  	
  –

  	
  Form of Notice of Conversion or Continuation

  	
   

  
	
  Exhibit G

  	
  –

  	
  Form of Compliance Certificate

  	
   

  
	
  Exhibit H

  	
  –

  	
  Form of Guaranty and Security Agreement

  	
   

  
	
  Exhibit I

  	
  –

  	
  Consolidated Borrowing Base Certificate and Canadian
  Borrowing Base Certificate

  	
   

  
	
  Exhibit J

  	
  –

  	
  [Intentionally Deleted]

  	
   

  
	
  Exhibit K

  	
  –

  	
  Closing Checklist

  	
   

  



 















 


This FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of November 2, 2006, is entered into among
BEACON ROOFING SUPPLY CANADA COMPANY, a Nova Scotia unlimited company (the “Borrower”), the Lenders (as defined
below) and GE CANADA FINANCE HOLDING COMPANY (“GE Capital”), as
administrative agent and collateral agent for the Lenders (in such capacity,
and together with its successors and permitted assigns, the “Administrative Agent”).


The parties hereto agree as
follows:


9


Definitions, Interpretation and Accounting Terms


9.1          Defined Terms.


As used in this Agreement,
the following terms have the following meanings:


“Accounts” means,
with respect to any Person, all “accounts” (as defined in the PPSA), accounts
receivable, contract rights and general intangibles relating thereto, notes,
drafts and other forms of obligations owed to or owned by such Person arising
or resulting from the sale of goods or the rendering of services, whether or
not earned by performance.


“Activation Notice” means written notice from the Administrative
Agent to the financial institution or other Person under a Control Agreement
that the Administrative Agent is exercising exclusive control of the applicable
Controlled Deposit Accounts or Controlled Securities Accounts.


“Affected Lender” has
the meaning specified in Section 2.18.


“Affiliate” means,
with respect to any Person, each officer, director, general partner or
joint-venturer of such Person and any other Person that directly or indirectly
controls, is controlled by, or is under common control with, such Person; provided,
however, that no Secured Party shall be an Affiliate of the
Borrower.  For purpose of this
definition, “control” means the possession of either (a) the power to
vote, or the beneficial ownership of, 10% or more of the Voting Stock of such
Person or (b) the power to direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.


“Agreement” means
this Credit Agreement.


“Applicable Margin” means:









 



(a)           with respect to Revolving
Loans, (i) if an Index Rate Loan, 0.00% and (ii) if a BA Rate Loan, 1.00%; and


(b)           with respect to the Unused
Commitment Fee, 0.25%.


“Approved Fund”
means, with respect to any Lender, any Person (other than a natural Person)
that (a) is or will be engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary
course of its business and (b) is advised or managed by (i) such Lender, (ii)
any Affiliate of such Lender or (iii) any Person (other than an individual) or
any Affiliate of any Person (other than an individual) that administers or
manages such Lender.


“Assignment” means an
assignment agreement entered into by a Lender, as assignor, and any Person, as
assignee, pursuant to the terms and provisions of Section 11.2 (with the
consent of any party whose consent is required by Section 11.2),
accepted by the Administrative Agent, in substantially the form of Exhibit A,
or any other form approved by the Administrative Agent.


“Availability” means,
as of any date of determination, the amount by which (a) the Maximum Revolving
Loan Amount exceeds (b) the aggregate Revolving Credit Outstandings.


“Banking Services”
means treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, returned items, overdrafts
and depository network services) provided to any Loan Party by any Lender (or
Affiliate of a Lender).


“BA Period” means
with respect to any BA Rate Loan bearing interest at a rate based on the BA
Rate, a period of thirty (30), sixty (60) or ninety (90) days commencing on a
Business Day selected by the Borrower in the Notice of Borrowing or Notice
of  Conversion/Continuation with respect
to such BA Rate Loan delivered to the Administrative Agent in accordance with Section
2.2 or Section 2.10 (as applicable), provided that the foregoing
provision relating to BA Periods is subject to the following:


(a)           any BA Period that would
otherwise extend beyond the Commitment Termination Date shall end on the
Business Day immediately preceding such Commitment Termination Date;


(b)           the Borrower shall select BA
Periods so as not to require a payment or prepayment on any BA Rate Loan during
a BA Period for such Revolving Loan; and


(c)           the Borrower shall select BA
Periods so that there shall be no more than five (5) separate BA Periods in
effect at any one time.



 2
 






 



“BA Rate” means, with
respect to any BA Rate Loan and applicable BA Period, the annual rate of
interest which is the average of the “BA 1, 2 or 3 month or thirty (30), sixty
(60) or ninety (90) day” rates, as applicable, applicable to Dollar bankers’
acceptances displayed and identified as such on the “Reuters Monitor Screen
Page CDOR” at approximately 11:00 a.m., Toronto time, on the date which is two
(2) Business Days prior to the first day of such BA Period or, if such display
or service ceases to exist, any other similar display and service designated by
the Administrative Agent in existence at the relevant time (as adjusted by the
Administrative Agent after such time to reflect any error in a posted rate or
in the posted average rate of interest); provided, however, if no such rates
are then provided by Reuters or a similar service designated by the
Administrative Agent, then the BA Rate at the relevant time shall be GE Capital’s
cost of funds at such time for loans of a similar amount and term, as certified
by GE Capital, whose certification thereof shall be binding and conclusive for
all purposes hereof.


“BA Rate Loan” means
a Loan denominated in Dollars that bears interest at a rate based on the BA
Rate.


“Bank Rate” means, as
of any date of determination, the Bank of Canada Rate quoted or published on
such date in the Report on Business section of The Globe
and Mail or such other daily Canadian nationally circulated
newspaper; provided, that if such rate is not so quoted or published on any
date of determination, then such rate most recently so quoted or published
prior to such date of determination shall constitute the “Bank Rate” on such date.


“Beacon US” means
Beacon Sales Acquisition, Inc., a Delaware corporation.


“Beacon US Accounts”
means all “Accounts” of Beacon US and each “Domestic Subsidiary Guarantor” in
each case as defined in the US Facility Credit Agreement.


“Beacon US Borrowing Base
Certificate” means the “Consolidating Borrowing Base Certificate”, as
defined in the US Facility Credit Agreement.


“Beacon US Borrowing Base”
means the “Consolidating Borrowing Base”, as defined under the US Facility
Credit Agreement.


“Beacon US Guaranty and
Security Agreement” means a guaranty and security agreement, in
substantially the form of the Guaranty and Security Agreement, among the
Administrative Agent, Beacon US and the other parties from time to time party
thereto.


“Benefit Plan” means
any employee benefit plan as defined in Section 3(3) of ERISA (whether governed
by the laws of the United States or otherwise) to which



 3
 






 



any Group Member incurs
or otherwise has any obligation or liability, contingent or otherwise.


“Borrowing” means a
borrowing consisting of Loans made under the Revolving Credit Facility on the
same day by the Lenders according to their respective Commitments under such
Revolving Credit Facility.


“Borrowing Base
Certificates” means the Canadian Borrowing Base Certificate, the
Consolidated Borrowing Base Certificate and the Beacon US Borrowing Base
Certificate.


“Business Day” means
any day of the year that is not a Saturday, Sunday or a day on which banks are
required or authorized to close in Toronto, Ontario.


“Canadian Acknowledgement
and Confirmation” means that certain acknowledgement and confirmation dated
as of the Closing Date among Administrative Agent, the Borrower and Beacon
Canada, Inc. in form and substance acceptable to the Administrative Agent.


“Canadian Benefit Plans”
means all material employee benefit plans of any nature or kind whatsoever that
are not Canadian Pension Plans and are maintained or contributed to by any Loan
Party which has employees in Canada.


“Canadian Borrowing Base”
means, for the Borrower or any Domestic Subsidiary Guarantor as of any date of
determination, an amount equal to the sum of up to 85% (90% as of any date of
determination during the period from January 1 through April 30 of each year)
of such Person’s Eligible Accounts less Prior Claims, less such Peron’s
Dilution Reserve and less such Person’s Credit Memoranda Reserve, less a
reserve in the amount of Secured Hedging Reimbursement Obligations and
Obligations under Secured Hedging Documents marked-to-market on a monthly
basis, and less such other Reserves (excluding Credit Memoranda Reserves
and Dilution Reserves included in the definition thereof) as the Administrative
Agent in its reasonable credit judgment may elect to establish with prior or
contemporaneous written notice to the Borrower.


“Canadian Borrowing Base
Certificate” mean, with respect to the Borrower and each Domestic
Subsidiary Guarantor, a certificate and schedule duly executed by an officer of
the Borrower appropriately completed and substantially in the form of Exhibit
I.


“Canadian Pension Plans”
means each plan which is considered to be a pension plan for the purposes of
any applicable pension benefits standards statute and/or regulation in Canada
maintained or contributed to by a Loan Party for its employees or former employees
and does not include the Canada Pension Plan or the Quebec Pension Plan which
is maintained by the Government of Canada or the Province of Québec,
respectively.



 4
 






 



“Capital Expenditures”
means, for any Person for any period, the aggregate of all expenditures,
whether or not made through the incurrence of Indebtedness, by such Person and
its Subsidiaries during such period for the acquisition, leasing (pursuant to a
Capital Lease), construction, replacement, repair, substitution or improvement
of fixed or capital assets or additions to equipment, in each case required to
be capitalized under GAAP on a Consolidated balance sheet of such Person,
excluding (a) interest capitalized during construction and (b) any expenditure
to the extent, for purpose of the definition of Permitted Acquisition, such
expenditure is part of the aggregate amounts payable in connection with, or
other consideration for, any Permitted Acquisition consummated during or prior
to such period.


“Capital Lease”
means, with respect to any Person, any lease of, or other arrangement conveying
the right to use, any property (whether real, personal or mixed) by such Person
as lessee that has been or should be accounted for as a capital lease on a
balance sheet of such Person prepared in accordance with GAAP.


“Capitalized Lease
Obligations” means, at any time, with respect to any Capital Lease, any
lease entered into as part of any Sale and Leaseback Transaction of any Person
or any synthetic lease, the amount of all obligations of such Person that is
(or that would be, if such synthetic lease or other lease were accounted for as
a Capital Lease) capitalized on a balance sheet of such Person prepared in
accordance with GAAP.


“Cash Collateral Account”
means a deposit account or securities account in the name of the Borrower and
under the sole control of the Administrative Agent and (a) in the case of a
deposit account, from which the Borrower may not make withdrawals except as
permitted by the Administrative Agent and (b) in the case of a securities
account, with respect to which the Administrative Agent shall be the
entitlement holder and the only Person authorized to give entitlement orders
with respect thereto.


“Cash Equivalents”
means (a) any readily-marketable securities (i) issued by, or directly,
unconditionally and fully guaranteed or insured by the Canadian or United
States federal government or (ii) issued by any agency of Canada or the
United States federal government the obligations of which are fully backed by
the full faith and credit of the Canadian or United States federal government,
respectively, (b) any readily-marketable direct obligations issued by any other
agency of Canada or the United States federal government, any province of
Canada or state of the United States or any political subdivision of any such
province or state or any public instrumentality thereof, in each case having a
rating of at least “A-1” from S&P or at least “P-1” from
Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by
Moody’s and issued by any Person organized under the laws of any province of
Canada or state of the United States, (d) any US Dollar or Dollar-denominated
time deposit, insured certificate of deposit, overnight bank deposit or bankers’
acceptance issued or accepted by (i) any Lender or (ii)(x) any bank that is
organized under the laws of Canada and referenced on Schedule I of the Bank Act (Canada) or (y) any commercial bank that is
(A)  organized under the laws of the United States, any state thereof or
the District of Columbia, (B) “adequately capitalized” (as defined in the
regulations of its primary federal banking regulators) and



 5
 






 



(C) has Tier 1 capital (as
defined in such regulations) in excess of US$250,000,000 and (e) shares of any
Canadian or United States money market fund that (i) has substantially all of
its assets invested continuously in the types of investments referred to in clause
(a), (b), (c) or (d) above with maturities as set
forth in the proviso below, (ii) has net assets in excess of US$500,000,000 and
(iii) has obtained from either S&P or Moody’s the highest rating obtainable
for money market funds in Canada or the United States, as applicable; provided,
however, that the maturities of all obligations specified in any of clauses
(a), (b), (c) and (d) above shall not exceed 365 days.


“CERCLA” means the
United States Comprehensive Environmental Response, Compensation, and Liability
Act (42 U.S.C. §§ 9601 et seq.).


“Change of Control”
shall have the meaning given to such term in the US Facility Credit Agreement.


“Closing Date” means
the first date on which any Loan is made hereunder.


“Code” means the U.S.
Internal Revenue Code of 1986.


“Collateral” means
all property and interests in property and proceeds thereof now owned or
hereafter acquired by any Loan Party in or upon which a Lien is granted or
purported to be granted pursuant to any Loan Document.


“Commitment” means,
with respect to any Lender, such Lender’s Revolving Credit Commitment.


“Commitment Termination
Date” means, with respect to any Revolving Credit Commitment, the Scheduled
Revolving Credit Termination Date.


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


“Consolidated” means,
with respect to any Person, the accounts of such Person and its Subsidiaries
consolidated in accordance with GAAP.


“Consolidated
Availability” means, as of any date of determination, the sum of (a)
Availability plus (b) “Availability”, as such term is defined in the US
Facility Credit Agreement.


“Consolidated Borrowing
Base” means, as of any date of determination, an amount equal to the
Canadian Borrowing Base plus the aggregate Beacon US Borrowing Base (converted
from US Dollars into an Equivalent Amount of Dollars).


“Consolidated Borrowing
Base Certificate” means a certificate and schedule duly executed on behalf
of Beacon US by an officer of Beacon US appropriately completed and in
substantially the form of Exhibit I.



 6
 






 



“Consolidated Cash
Interest Expense” means, with respect to any Person for any period, the
Consolidated Interest Expense of such Person for such period less the
sum of, in each case to the extent included in the definition of Consolidated
Interest Expense, (a) the amortized amount of debt discount and debt issuance
costs, (b) charges relating to write-ups or write-downs in the book or carrying
value of existing Consolidated Total Debt, (c) interest payable in evidences of
Indebtedness or by addition to the principal of the related Indebtedness and
(d) other non-cash interest.


“Consolidated EBITDA”
means, with respect to any Person for any period, (a) the Consolidated Net
Income of such Person for such period plus (b) the sum of, in each case
to the extent included in the calculation of such Consolidated Net Income but
without duplication, (i) any provision for United States federal income
taxes or other taxes measured by net income and for capital or franchise taxes,
(ii) Consolidated Interest Expense, amortization of debt discount and
commissions and other fees and charges associated with Indebtedness (except
amortization and expenses related to the consummation of the initial Borrowings
and Issuance of Letters of Credit (as each such term is defined in the US
Facility Credit Agreement) on the Closing Date and the Related Transactions and
the payment of all fees, costs and expenses associated with the foregoing),
(iii) any loss from extraordinary items, (iv) any depreciation, depletion and
amortization expense, (v) any aggregate net loss on the Sale of property (other
than accounts (as defined under the applicable UCC) and inventory) outside the
ordinary course of business, (vi) any other non-cash expenditure, charge
or loss for such period (other than any non-cash expenditure, charge or loss
relating to write-offs, write-downs or reserves with respect to accounts and
inventory), including the amount of any compensation deduction as the result of
any grant of Stock or Stock Equivalents to employees, officers, directors or
consultants and (vii) out-of-pocket expenses incurred in connection with the
consummation of any primary public offering of Stock by Holdings and minus
(c) the sum of, in each case to the extent included in the calculation of such
Consolidated Net Income and without duplication, (i) any credit for United
States federal income taxes or other taxes measured by net income, (ii) any
interest income, (iii) any gain from extraordinary items and any other
non-recurring gain, (iv) any aggregate net gain from the Sale of property
(other than accounts (as defined in the applicable UCC) and inventory) out of
the ordinary course of business by such Person, (v) any other non-cash gain,
including any reversal of a charge referred to in clause (b)(vi) above
by reason of a decrease in the value of any Stock or Stock Equivalent, and (vi)
any other cash payment in respect of expenditures, charges and losses that have
been added to Consolidated EBITDA of such Person pursuant to clause (b)(vi)
above in any prior period.


“Consolidated Interest
Coverage Ratio” means, with respect to any Person for any period, the ratio
of (a) Consolidated EBITDA of such Person for such period to (b) Consolidated
Cash Interest Expense of such Person for such period.


“Consolidated Interest
Expense” means, for any Person for any period, (a) Consolidated total
interest expense of such Person and its Subsidiaries for such period and
including, in any event, (i) interest capitalized during such period and net
costs under



 7
 






 



Interest Rate Contracts for
such period and (ii) all fees, charges, commissions, discounts and other
similar obligations (other than reimbursement obligations) with respect to
letters of credit, bank guarantees, banker’s acceptances, surety bonds and
performance bonds (whether or not matured) payable by such Person and its
Subsidiaries during such period minus (b) the sum of (i) Consolidated
net gains of such Person and its Subsidiaries under Interest Rate Contracts for
such period and (ii) Consolidated interest income of such Person and its
Subsidiaries for such period.


“Consolidated Leverage
Ratio” means, with respect to any Person as of any date, the ratio of (a)
Consolidated Total Debt of such Person outstanding as of such date (net of all
unrestricted cash and Cash Equivalents of such Person as of such date) to (b)
Consolidated EBITDA for such Person for the last period of four consecutive
Fiscal Quarters ending on or before such date.


“Consolidated Net Income”
means, with respect to any Person, for any period, the Consolidated net income
(or loss) of such Person and its Subsidiaries for such period; provided,
however, that the following shall be excluded:  (a) the net income of any other Person in
which such Person or one of its Subsidiaries has a joint interest with a
third-party (which interest does not cause the net income of such other Person
to be Consolidated into the net income of such Person), except to the extent of
the amount of dividends or distributions paid to such Person or Subsidiary, (b)
the net income of any Subsidiary of such Person that is, on the last day of
such period, subject to any restriction or limitation on the payment of
dividends or the making of other distributions, to the extent of such
restriction or limitation and (c) the net income of any other Person arising
prior to such other Person becoming a Subsidiary of such Person or merging or
consolidating into such Person or its Subsidiaries.


“Consolidated Total Debt”
of any Person means all Indebtedness of a type described in clause (a), (b),
(c)(i), (d) or (f) of the definition thereof and, without
duplication, all Guaranty Obligations with respect to any such Indebtedness, in
each case of such Person and its Subsidiaries on a Consolidated basis.


“Constituent Documents”
means, with respect to any Person, collectively and, in each case, together
with any modification of any term thereof, (a) the articles of incorporation,
certificate of incorporation, constitution or certificate of formation of such
Person, (b) the bylaws, operating agreement or joint venture agreement of such
Person, (c) any other constitutive, organizational or governing document of
such Person, whether or not equivalent, and (d) any other document setting
forth the manner of election or duties of the directors, officers or managing
members of such Person or the designation, amount or relative rights,
limitations and preferences of any Stock of such Person.


“Contractual Obligation”
means, with respect to any Person, any provision of any Security issued by such
Person or of any document or undertaking (other than a Loan Document) to which
such Person is a party or by which it or any of its property is bound or to
which any of its property is subject.



 8
 






 



“Control Agreement”
means, with respect to any deposit account, any securities account, commodity
account, securities entitlement or commodity contract, an agreement, in form
and substance satisfactory to the Administrative Agent, among the
Administrative Agent, the financial institution or other Person at which such
account is maintained or with which such entitlement or contract is carried and
the Loan Party maintaining such account, effective to grant “control” (as
defined under the applicable UCC) and/or to establish cash management over such
account to or in favour of the Administrative Agent.


“Controlled Deposit
Account” means each deposit account (including all funds on deposit
therein) that is the subject of an effective Control Agreement and that is
maintained by any Loan Party with a financial institution reasonably
satisfactory to the Administrative Agent.


“Controlled Securities
Account” means each securities account or commodity account (including all
financial assets held therein and all certificates and instruments, if any,
representing or evidencing such financial assets) that is the subject of an
effective Control Agreement and that is maintained by any Loan Party with a
securities intermediary or commodity intermediary reasonably satisfactory to
the Administrative Agent.


“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights)
arising under any Requirement of Law in or relating to copyrights and all mask
work, database and design rights, whether or not registered or published, all
registrations and recordations thereof and all applications in connection
therewith.


“Corporate Chart”
means a document in form reasonably acceptable to the Administrative Agent and
setting forth, as of a date set forth therein, for each Person that is a Loan
Party, that is subject to Section 7.10 or that is a Subsidiary or
joint venture of any of them, (a) the full legal name of such Person, (b) the
jurisdiction of organization and any organizational number and tax
identification number of such Person, (c) the location of such Person’s chief
executive office (or, if applicable, sole place of business) and (d) the number
of shares of each class of Stock of such Person (other than Holdings)
authorized, the number outstanding and the number and percentage of such
outstanding shares for each such class owned, directly or indirectly, by any
Loan Party or any Subsidiary of any of them.


“CRA” means the
Canada Revenue Agency of Canada and any successor thereto.


“Credit Memoranda Reserve”
means, for the Borrower or any Domestic Subsidiary Guarantor as of any date of
determination, a reserve equal to the aggregate credits to account debtors
provided under credit memoranda issued by such Person more than thirty (30)
days after the creation of the Accounts giving rise to such credits.  The Credit Memoranda Reserve for the Borrower
and the Domestic Subsidiary Guarantors as of the Closing Date is reflected in
the Canadian Borrowing Base Certificate delivered as



 9
 






 



of such date and shall
thereafter be adjusted after each field examination audit of the Collateral
conducted by the Administrative Agent or any duly authorized representative of
the Administrative Agent.


“Customary
Permitted Liens” means, with respect to any Person, any of the following:


(a)           Liens (i) with respect to
the payment of taxes, assessments or other governmental charges or (ii) of
suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other
similar Liens, in each case imposed by law or arising in the ordinary course of
business, and, for each of the Liens in clauses (i) and (ii)
above for amounts that are not more than 30 days delinquent or that are being
contested in good faith by appropriate proceedings diligently conducted and
with respect to which adequate reserves or other appropriate provisions are
maintained on the books of such Person in accordance with GAAP;


(b)           Liens of a collection bank
on items in the course of collection arising under Section 4-208 of the UCC as
in effect in the State of Illinois or any similar section under any applicable
UCC or any similar Requirement of Law of Canada, or any province or territory
thereof, or any foreign jurisdiction;


(c)           pledges or cash deposits
made in the ordinary course of business (i) in connection with workers’
compensation, unemployment insurance or other types of social security benefits
(other than any Lien imposed by ERISA), (ii) to secure the performance of
bids, tenders, leases (other than Capital Leases) sales or other trade
contracts (other than for the repayment of borrowed money), (iii) made in
lieu of, or to secure the performance of, surety, customs, reclamation or
performance bonds (in each case not related to judgments or litigation) or (iv)
to secure liability to insurance carriers (not related to judgments or
litigation);


(d)           judgment liens (other than
for the payment of taxes, assessments or other governmental charges) securing
judgments and other proceedings not constituting an Event of Default under Section 9.1(f)
and pledges or cash deposits made in lieu of, or to secure the performance of,
judgment or appeal bonds in respect of such judgments and proceedings;


(e)           Liens (i) arising by reason
of zoning restrictions, easements, licenses, reservations, restrictions,
covenants, rights-of-way, encroachments, minor defects or irregularities in
title (including leasehold title) and other similar encumbrances on the use of
real property or (ii) consisting of leases, licenses or subleases granted by a
lessor, licensor or sublessor on its property (in each case other than Capital
Leases) otherwise permitted under Section 8.2 that, for each of the Liens
in clauses (i) and (ii) above, do not, in the aggregate,
materially (x) impair the value or marketability of such real property or (y)
interfere with the ordinary conduct of the business conducted and proposed to
be conducted at such real property;



 10
 






 



(f)            Liens of landlords and
mortgagees of landlords (i) arising by statute or under any lease or related
Contractual Obligation entered into in the ordinary course of business, (ii) on
fixtures and movable tangible property located on the real property leased or
subleased from such landlord, (iii) for amounts not more than 30 days
delinquent or that are being contested in good faith by appropriate proceedings
diligently conducted and (iv) for which adequate reserves or other appropriate
provisions are maintained on the books of such Person in accordance with GAAP;
and


(g)           the title and interest of a
lessor or sublessor in and to personal property leased or subleased (other than
through a Capital Lease), in each case extending only to such personal
property.


“Default” means any
Event of Default and any event that, with the passing of time or the giving of
notice or both, would become an Event of Default.


“Designs” means all
of the following now owned or hereafter acquired by any Person: (a) all
industrial designs and intangibles of like nature, including IP Ancillary
Rights (whether registered or unregistered), now owned or existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, including all registrations, recordings
and applications in the Canadian Industrial Design Office or in any similar
office or agency in any other country or any political subdivision thereof, and
(b) all reissues, extensions or renewals thereof.


“Dilution Reserve”
means, for the Borrower or any Domestic Subsidiary Guarantor as of any date of
determination, a reserve for the amount by which the total dilution of such
Person’s Accounts exceeds five percent (5%); with dilution referring to all
actual and potential offsets to an Account of such Person, including, without
limitation, customer payment and/or volume discounts, write-offs, credit
memoranda, returns and allowances, and billing errors.  The Dilution Reserve for the Borrower or any
Domestic Subsidiary Guarantor shall be adjusted after each field examination
audit of the Collateral conducted by the Administrative Agent or any authorized
representative designated by the Administrative Agent.


“Disclosure Documents”
means, collectively, (a) all confidential information memoranda and related
materials prepared in connection with the syndication of the Revolving Credit
Facility and (b) all other documents filed by any Group Member with the United
States Securities and Exchange Commission or any Canadian equivalent or any
foreign equivalent thereof.


“Dollars” and the
sign “$” each mean the lawful money of Canada.


“Domestic Person”
means any “United States person” under and as defined in Section
770l(a)(30) of the Code.



 11
 






 



“Domestic Subsidiary
Guarantor” means any Wholly Owned Subsidiary of the Borrower which is both
an entity organized under the laws of Canada or any political subdivision thereof
and a Guarantor.


“E-Fax”
means any system used to receive or transmit faxes electronically.


“Electronic
Transmission” means each document, instruction, authorization, file,
information and any other communication transmitted, posted or otherwise made or communicated by
e-mail or E-Fax, or otherwise to or from an E-System or other equivalent
service.


“Eligible Accounts”
means, for the Borrower or any Domestic Subsidiary Guarantor as at any date of
determination, the aggregate of all Accounts of such Person that the
Administrative Agent, in its reasonable credit judgment, deems to be eligible
for borrowing purposes.  Without limiting
the generality of the foregoing, the Administrative Agent may determine that
the following Accounts are not Eligible Accounts:


(1)           Accounts which, at the date
of issuance of the respective invoice therefor, were payable more than ninety
(90) days after the date of issuance;


(2)           Accounts which remain unpaid
for more than the earlier of sixty (60) days after the due date specified in
the original invoice or one hundred twenty (120) days after invoice date;


(3)           Accounts which are otherwise
eligible with respect to which the account debtor is owed a credit by any Group
Member, but only to the extent of such credit;


(4)           Accounts due from an account
debtor whose principal place of business is located outside the United States
of America or Canada unless such Account is backed by a letter of credit, in
form and substance acceptable to the Administrative Agent and issued or
confirmed by a bank that is organized under the laws of Canada or the United
States of America or a State thereof, that is acceptable to the Administrative
Agent; provided that such letter of credit has been delivered to the
Administrative Agent as additional Collateral;


(5)           Accounts due from an account
debtor which the Administrative Agent, in the exercise of its reasonable credit
judgment, has notified the Borrower does not have a satisfactory credit
standing;


(6)           Accounts in excess of
US$20,000 in the aggregate with respect to which the account debtor is the
federal government of Canada (Her Majesty in Right of Canada), the United
States of America, any province, state or any municipality, or any department,
agency or instrumentality thereof, unless the applicable Loan Party has, with
respect to such Accounts, complied with the Financial Administration
Act (Canada),



 12
 






 



Federal Assignment of Claims
Act of 1940 as amended (31 U.S.C. Section 3727 et. seq.) or any applicable
statute or municipal ordinance of similar purpose and effect;


(7)           Accounts with respect to
which the account debtor is an Affiliate of any Group Member or a director,
officer, agent, stockholder or employee of any Group Member or any of its
Affiliates;


(8)           Accounts due from an account
debtor if more than fifty percent (50%) of the aggregate amount of all Accounts
of the Borrower and the Domestic Subsidiary Guarantors (together with all
Beacon US Accounts) due from such account debtor have at the time remained
unpaid for more than the earlier of sixty (60) days after due date or one
hundred twenty (120) days after the invoice date;


(9)           Accounts with respect to
which there is any unresolved dispute with the respective account debtor (but
only to the extent of such dispute);


(10)         Accounts evidenced by an “instrument”
or “chattel paper” (as defined in the PPSA or UCC, as applicable) not in the
possession of the Administrative Agent, on behalf of itself and Lenders;


(11)         Accounts with respect to
which the Administrative Agent, on behalf of itself and the Lenders, does not
have a valid, first priority and fully perfected security interest, subject
only to, with respect to priority, Prior Claims;


(12)         Accounts subject to any Lien
except those in favour of the Administrative Agent, on behalf of itself and the
Lenders, and those in favour of the US Facility Agent, on behalf of itself and
the US Facility Lenders, and Prior Claims;


(13)         Accounts with respect to
which the account debtor is the subject of any bankruptcy or other insolvency
proceeding;


(14)         Accounts due from an account
debtor to the extent that such Accounts exceed in the aggregate an amount equal
to ten percent (10%) of the aggregate of all Accounts of the Borrower and the
Domestic Subsidiary Guarantors (together with all Beacon US Accounts) at said
date;


(15)         Accounts with respect to
which the account debtor’s obligation to pay is conditional or subject to a
repurchase obligation or right to return or with respect to which the goods or
services giving rise to such Account have not been delivered (or performed, as
applicable) and accepted by such account debtor, including progress billings,
bill and hold sales, guarantied sales, sale or return transactions, sales on
approval or consignment sales;


(16)         Accounts with respect to
which the account debtor is located in any province or state denying creditors
access to its courts in the absence of a return and applicable notices of
changes or Notice of Business Activities Report or other similar



 13














 


filing(s), unless the
applicable Loan Party has either qualified as a foreign or extra-provincial
corporation authorized to transact business in such province or state or has
filed a return and applicable notices of changes or Notice of Business Activities
Report or other similar filing(s) with the applicable provincial or state
agency for the then current year;


(17)         Accounts with respect to
which the account debtor is a creditor of any Group Member; provided, however,
that any such Account shall only be ineligible as to that portion of such
Account which is less than or equal to the amount owed by the Group Members to
such Person; and


(18)         that portion of Accounts
which represents service charges, late fees or similar charges.


“Eligible Assignee”
has the meaning specified in Section 11.2.


“Environmental Laws”
means all Requirements of Law and Permits imposing liability or standards of
conduct for or relating to the regulation and protection of human health,
safety, the environment and natural resources, including the Canadian Environmental Protection Act, 1999, Fisheries Act, Transportation of
Dangerous Goods Act, 1992, the Migratory Birds Protection Act, 1994, the Species At Risk Act, the Hazardous Products Act,
the Canada Shipping Act, the Canada Wildlife Act, CERCLA, the SWDA, the Hazardous
Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the
Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42
U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§
1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et
seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all
regulations promulgated under any of the foregoing, all analogous Requirements
of Law and Permits and any environmental transfer of ownership notification or
approval statutes, including the Industrial Site Recovery Act (N.J. Stat.
Ann. §§ 13:1K-6 et seq.).


“Environmental Liabilities”
means all Liabilities (including costs of Remedial Actions, natural resource
damages and costs and expenses of investigation and feasibility studies) that
may be imposed on, incurred by or asserted against any Group Member as a result
of, or related to, any claim, suit, action, investigation, proceeding or demand
by any Person, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute or common law or otherwise, arising
under any Environmental Law or in connection with any environmental, health or
safety condition or with any Release and resulting from the ownership, lease,
sublease or other operation or occupation of property by any Group Member,
whether on, prior or after the date hereof.


“Equivalent Amount”
means, on any date of determination, with respect to amounts denominated in US
Dollars, the amount of Dollars which would result from the conversion of US
Dollars into Dollars at the 12:00 noon (Toronto time) rate quoted on



 14
 






 



the Reuters Screen Page BOFC
on the date of the most recent Borrowing Base Certificates required to be
delivered hereunder or, at the discretion of the Administrative Agent, on a
more recent date (or if such display or service ceases to exist, any other
display and service in existence as of the relevant time designated by the
Administrative Agent).


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


“ERISA Affiliate”
means, collectively, any Group Member, and any Person under common control, or
treated as a single employer, with any Group Member, within the meaning of
Section 414(b), (c), (m) or (o) of the Code.


“ERISA Event” means
any of the following:  (a) a
reportable event described in Section 4043(b) of ERISA (or, unless the
30-day notice requirement has been duly waived under the applicable
regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan,
(b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or
partial withdrawal of any ERISA Affiliate from any Multiemployer Plan,
(d) with respect to any Multiemployer Plan, the filing of a notice of
reorganization, insolvency or termination (or treatment of a plan amendment as
termination) under Section 4041A of ERISA, (e) the filing of a notice of intent
to terminate a Title IV Plan (or treatment of a plan amendment as termination)
under Section 4041 of ERISA, (f) the institution of proceedings to terminate a
Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any
required contribution to any Title IV Plan or Multiemployer Plan when due, (h)
the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of
ERISA on any property (or rights to property, whether real or personal) of any
ERISA Affiliate, (i) the failure of a Benefit Plan or any trust thereunder
intended to qualify for tax exempt status under Section 401 or 501 of the Code
or other Requirements of Law to qualify thereunder and (j) any other event or
condition that might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Title IV Plan or Multiemployer Plan or for the imposition of
any liability upon any ERISA Affiliate under Title IV of ERISA other than for
PBGC premiums due but not delinquent.


“E-Signature”
means the process of attaching to or logically associating with an Electronic
Transmission an electronic symbol, encryption, digital signature or process
(including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with
the intent to sign, authenticate or accept such Electronic Transmission.


“E-System”
means any electronic system, including Intralinks® and ClearPar® and any other Internet or extranet-based site,
whether such electronic
system is owned, operated or hosted by the Administrative Agent, any of its
Related Persons or any



 15
 






 



other
Person, providing for access to data protected by passcodes or other security
system.


“Event of Default”
has the meaning specified in Section 9.1.


“Excluded Foreign
Subsidiary” means any Subsidiary that is not a Domestic Person or a
Subsidiary organized under the laws of Canada or any political subdivision
thereof and in respect of which any of (a) the pledge of all of the Stock of
such Subsidiary as Collateral for any US Facility Obligation of Beacon US, (b)
the grant by such Subsidiary of a Lien on any of its property as Collateral for
any US Facility Obligation of Beacon US or (c) such Subsidiary incurring
Guaranty Obligations with respect to any US Facility Obligation of Beacons US
or any Domestic Person would, in the good faith judgment of Beacon US, result
in materially adverse tax consequences to the Loan Parties and their
Subsidiaries, taken as a whole; provided, however, that (x) the Administrative
Agent and Beacon US may agree that, despite the foregoing, any such Subsidiary
shall not be an “Excluded Foreign Subsidiary” and (y) no such Subsidiary shall
be an “Excluded Foreign Subsidiary” if, with substantially similar tax
consequences, such Subsidiary has entered into any Guaranty Obligations with
respect to, such Subsidiary has granted a security interest in any of its
property to secure, or more than 66% of the Voting Stock of such Subsidiary was
pledged to secure, directly or indirectly, any Indebtedness (other than the US
Facility Obligations) of any Loan Party.


“Existing Lenders”
means, collectively, all “Lenders” (as defined in the Existing Loan Agreement)
under the Existing Loan Agreement on the date hereof.


“Existing Loan Agreement”
means that certain Third Amended and Restated Loan Agreement dated as of
October 14, 2005 among the Borrower, the institutions party thereto as lenders
and GE Capital, as administrative agent thereunder.


“Existing Obligations”
means the “Obligations”, as defined in the Existing Loan Agreement.


“Federal Reserve Board”
means the Board of Governors of the United States Federal Reserve System and
any successor thereto.


“Fee Letters” means
(a) the letter agreement, dated as of September 22, 2006, addressed to the
Administrative Agent and the US Facility Agent from the Borrower and Beacon US
and accepted by the Administrative Agent and the US Facility Agent, with
respect to certain fees to be paid from time to time to the Administrative
Agent and the US Facility Agent and their respective Related Persons and (b)
any additional fee letter entered into and executed by, among others, Beacon US
and the US Facility Agent.


“Financial Statement”
means each financial statement delivered pursuant to Section 4.4 or 6.1.



 16
 






 



“Fiscal Quarter”
means each 3 fiscal month period ending on December 31, March 31, June 30 or
the last Saturday in September.


“Fiscal Year” means
the twelve month period ending on the last Saturday in September.


“GAAP” means
generally accepted accounting principles in the United States of America, as in
effect from time to time, set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants, in the statements and pronouncements of the Financial Accounting
Standards Board and in such other statements by such other entity as may be in
general use by significant segments of the accounting profession that are
applicable to the circumstances as of the date of determination.  Subject to Section 1.3, all
references to “GAAP” shall be to GAAP applied consistently with the principles
used in the preparation of the Financial Statements described in Section 4.4(a).


“Governmental Authority”
means any nation, sovereign or government, any province, state or other
political subdivision thereof, any agency, authority or instrumentality thereof
and any entity or authority exercising executive, legislative, taxing,
judicial, regulatory or administrative functions of or pertaining to
government, including any central bank, stock exchange, regulatory body,
arbitrator, public sector entity, supra-national entity (including the European
Union and the European Central Bank) and any self-regulatory organization
(including the National Association of Insurance Commissioners).


“Group Members”
means, collectively, the Borrower, Holdings, Beacon US and its Subsidiaries.


“Group Members’ Accountants”
means Ernst & Young or other nationally-recognized independent registered
certified public accountants.


“Guarantor” means
Holdings, Beacon US, each Wholly Owned Subsidiary of Beacon US listed on
Schedule 4.3 that is not an Excluded Foreign Subsidiary and each other
Person that enters into any Guaranty Obligation with respect to any Obligation
of any Loan Party.


“Guaranty and Security
Agreement” means guaranty and security agreement(s), in substantially the
form of Exhibit H, among the Administrative Agent, the Borrower and
other Guarantors from time to time party thereto.


“Guaranty Obligation”
means, as applied to any Person, any direct or indirect liability, contingent
or otherwise, of such Person for any Indebtedness, lease, dividend or other
obligation (the “primary obligation”) of another Person (the “primary
obligor”), if the purpose or intent of such Person in incurring such
liability, or the economic effect thereof, is to guarantee such primary
obligation or provide support, assurance or comfort to the holder of such
primary obligation or to protect or indemnify



 17
 






 



such holder against loss
with respect to such primary obligation, including (a) the direct or indirect
guarantee, endorsement (other than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse
by such Person of any primary obligation, (b) the incurrence of reimbursement
obligations with respect to any letter of credit or bank guarantee in support
of any primary obligation, (c) the existence of any Lien, or any right,
contingent or otherwise, to receive a Lien, on the property of such Person
securing any part of any primary obligation and (d) any liability of such
Person for a primary obligation through any Contractual Obligation (contingent
or otherwise) or other arrangement (i) to purchase, repurchase or otherwise
acquire such primary obligation or any security therefor or to provide funds
for the payment or discharge of such primary obligation (whether in the form of
a loan, advance, stock purchase, capital contribution or otherwise), (ii) to
maintain the solvency, working capital, equity capital or any balance sheet
item, level of income or cash flow, liquidity or financial condition of any
primary obligor, (iii) to make take-or-pay or similar payments, if required,
regardless of non-performance by any other party to any Contractual Obligation,
(iv) to purchase, sell or lease (as lessor or lessee) any property, or to
purchase or sell services, primarily for the purpose of enabling the primary
obligor to satisfy such primary obligation or to protect the holder of such
primary obligation against loss or (v) to supply funds to or in any other
manner invest in, such primary obligor (including to pay for property or
services irrespective of whether such property is received or such services are
rendered); provided, however, that “Guaranty Obligations”
shall not include (x) endorsements for collection or deposit in the ordinary
course of business and (y) product warranties given in the ordinary course of
business.  The outstanding amount of any
Guaranty Obligation shall equal the outstanding amount of the primary
obligation so guaranteed or otherwise supported or, if lower, the stated
maximum amount for which such Person may be liable under such Guaranty
Obligation.


“Hazardous Material”
means any substance, material or waste that is classified, regulated or
otherwise characterized under any Environmental Law as hazardous, toxic, a
contaminant or a pollutant or by other words of similar meaning or regulatory
effect, including petroleum or any fraction thereof, asbestos, polychlorinated
biphenyls and radioactive substances.


“Hedging Agreement”
means any Interest Rate Contract, foreign exchange, swap, option or forward
contract, spot, cap, floor or collar transaction, any other derivative
instrument and any other similar speculative transaction and any other similar
agreement or arrangement designed to alter the risks of any Person arising from
fluctuations in any underlying variable.


“Holdings” means
Beacon Roofing Supply, Inc., a Delaware corporation.


“Indebtedness” of any
Person means, without duplication, any of the following, whether or not
matured:  (a) all indebtedness for
borrowed money, (b) all obligations evidenced by notes, bonds, debentures or
similar instruments, (c) all reimbursement and all obligations with respect to
(i) letters of credit, bank guarantees or bankers’ acceptances or (ii) surety,
customs, reclamation or performance bonds (in each



 18
 






 



case not related to
judgments or litigation) other than those entered into in the ordinary course
of business, (d) all obligations to pay the deferred purchase price of property
or services, other than trade payables incurred in the ordinary course of
business, if the purchase price is due more than 6 months from the date the
obligation is incurred, including “earn-outs” and similar payment obligations,
(e) all obligations created or arising under any conditional sale or other
title retention agreement, regardless of whether the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property, (f) all Capitalized Lease Obligations,
(g) all obligations, whether or not contingent, to purchase, redeem, retire, defease
or otherwise acquire for value any of its own Stock or Stock Equivalents (or
any Stock or Stock Equivalent of a direct or indirect parent entity thereof)
prior to the date that is 180 days after the Scheduled Maturity Date, valued
at, in the case of redeemable preferred Stock, the greater of the voluntary
liquidation preference and the involuntary liquidation preference of such Stock
plus accrued and unpaid dividends, (h) all payments that would be required to
be made in respect of any Hedging Agreement in the event of a termination
(including an early termination) on the date of determination and (i) all
Guaranty Obligations for obligations of any other Person constituting
Indebtedness of such other Person; provided, however, that the
items in each of clauses (a) through (i) above shall constitute “Indebtedness”
of such Person solely to the extent, directly or indirectly, (x) such Person is
liable for any part of any such item, (y) any such item is secured by a Lien on
such Person’s property or (z) any other Person has a right, contingent or
otherwise, to cause such Person to become liable for any part of any such item
or to grant such a Lien; provided, further, that “earn-outs” and
similar payment obligations shall be valued based upon the amount thereof
required to be recorded on a balance sheet prepared in accordance with GAAP.


“Indemnified Matter”
has the meaning specified in Section 11.4.


“Indemnitee” has the
meaning specified in Section 11.4.


“Index Rate” means,
on any day, a floating rate per annum equal to the greater of (1) the annual
rate of interest most recently quoted in the “Report on Business” section of
The Globe and Mail as being the current “Canadian prime rate”, “chartered bank
prime rate” or words of similar description in effect and (2) the BA Rate in
respect of a BA Period of thirty (30) days commencing on the first Business Day
of the calendar month in which such date occurs plus 0.75% per annum.  Each change in any interest rate provided for
in the Agreement based upon the Index Rate shall take effect at the time of
such change in the Index Rate.  For
greater certainty, no adjustment shall be made to account for the difference
between the number of days in a year on which the rates referred to in this
definition are based and the number of days in a year on the basis of which
interest is calculated in the Agreement.


“Index Rate Loan”
means a Loan denominated in Dollars bearing interest at a rate determined by
reference to the Index Rate.



 19
 






 



“Initial Projections”
means those financial projections covering the Fiscal Years ending in 2007
through 2013 and delivered to the Administrative Agent by the Borrower or
Beacon US prior to the date hereof.


“Intellectual Property”
means all rights, title and interests in or relating to intellectual property
and industrial property arising under any Requirement of Law and all IP
Ancillary Rights relating thereto, including all Copyrights, Designs, Patents,
Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.


“Interest Rate Contracts”
means all interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements and interest rate insurance.


“Internet
Domain Names” means all rights, title and interests (and all related IP
Ancillary Rights) arising under any Requirement of Law in or relating to
Internet domain names.


“Investment” means,
with respect to any Person, directly or indirectly, (a) to own, purchase or
otherwise acquire, in each case whether beneficially or otherwise, any
investment in, including any interest in, any Security of any other Person
(other than any evidence of any Obligation), (b) to purchase or otherwise
acquire, whether in one transaction or in a series of transactions, all or a
significant part of the property of any other Person or a business conducted by
any other Person or all or substantially all of the assets constituting the
business of a division, branch, brand or other unit operation of any other
Person, (c) to incur, or to remain liable under, any Guaranty Obligation for
Indebtedness of any other Person, to assume the Indebtedness of any other
Person or to make, hold, purchase or otherwise acquire, in each case directly
or indirectly, any deposit, loan, advance, commitment to lend or advance, or
other extension of credit (including by deferring or extending the date of, in
each case outside the ordinary course of business, the payment of the purchase
price for Sales of property or services to any other Person, to the extent such
payment obligation constitutes Indebtedness of such other Person), excluding
deposits with financial institutions available for withdrawal on demand,
prepaid expenses, accounts receivable and similar items created in the ordinary
course of business, (d) to make, directly or indirectly, any contribution to
the capital of any other Person or (e) to Sell any property for less than fair
market value (including a disposition of cash or Cash Equivalents in exchange
for consideration of lesser value); provided, however, that such Investment
shall be valued at the difference between the value of the consideration for
such Sale and the fair market value of the property Sold.


“IP
Ancillary Rights” means, with respect to any other Intellectual Property,
as applicable, all foreign counterparts to, and all divisionals,
reversions, continuations, continuations-in-part, reissues, reexaminations,
renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at
any time due or payable or asserted under or with respect to any of the
foregoing or otherwise with respect to such Intellectual Property, including
all rights to sue or recover at law or in equity for any past, present or
future infringement, misappropriation, dilution,



 20
 






 



violation or other
impairment thereof, and, in each case, all rights to obtain any other IP
Ancillary Right.


“IP
License” means all Contractual Obligations (and all related IP Ancillary
Rights), whether written or oral, granting any right title and interest in or
relating to any Intellectual Property.


“IRS” means the Internal
Revenue Service of the United States and any successor thereto.


“ITA” means the Income Tax Act (Canada) R.S.C., 1985, as amended from time
to time and any successor statute and all rules and regulations promulgated
thereunder.


“Lender” means,
collectively, any financial institution or other Person that (a) is listed
on the signature pages hereof as a “Lender”, or (b) from time to time
becomes a party hereto by execution of an Assignment, in each case together
with its successors.


“Liabilities” means
all claims, actions, suits, judgments, damages, losses, liability, obligations,
responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions,
charges, disbursements and expenses, in each case of any kind or nature
(including interest accrued thereon or as a result thereto and fees, charges
and disbursements of financial, legal and other advisors and consultants),
whether joint or several, whether or not indirect, contingent, consequential,
actual, punitive, treble or otherwise.


“Lien” means any
mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
arrangement, encumbrance, easement, lien (statutory or other), security
interest or other security arrangement and any other preference, priority or
preferential arrangement of any kind or nature whatsoever, including any
conditional sale contract or other title retention agreement, the interest of a
lessor under a Capital Lease and any synthetic or other financing lease having
substantially the same economic effect as any of the foregoing.


“Loan” means any loan
made or deemed made by any Lender hereunder.


“Loan Documents”
means, collectively, this Agreement, any Notes, the Guaranty and Security
Agreement, the Beacon US Guaranty and Security Agreement, the Master
Reaffirmation Agreement, the Canadian Acknowledgement and Confirmation, the
Mortgages, the Control Agreements, the Fee Letters, the Secured Hedging
Documents, the Quebec Security, the US Facility Intercreditor Agreement and any
other document executed by a Loan Party and delivered to the Administrative
Agent or any Lender in connection with or pursuant to any of the foregoing or
the Obligations, together with any modification of any term, or any waiver with
respect to, any of the foregoing.


“Loan Party” means
the Borrower and each Guarantor.



 21
 






 



“Master Reaffirmation
Agreement” means that certain master reaffirmation and amendment to
collateral documents dated as of the Closing Date among Administrative Agent,
Beacon US, Holdings and the Domestic Subsidiary Guarantors (as defined in the
US Facility Credit Agreement) party thereto in form and substance acceptable to
the Administrative Agent.


“Material Adverse Effect”
means an effect that results in or causes, or could reasonably be expected to
result in or cause, a material adverse change in any of (a) the condition
(financial or otherwise), business, performance, prospects, operations or
property of the Group Members, taken as a whole, (b) the ability of any Loan
Party to perform its obligations under any Loan Document and (c) the validity
or enforceability of any Loan Document or the rights and remedies of the
Administrative Agent, the Lenders and the other Secured Parties under any Loan
Document.


“Material Environmental
Liabilities” means Environmental Liabilities exceeding US$5,000,000, in the
aggregate.


“Maximum Revolving Loan
Amount” means, as of any date of determination, the lesser of (a) the
Revolving Credit Commitments of all Lenders and (b) the Consolidated Borrowing
Base less the outstanding balance of the US Facility Revolving Credit
Outstandings (converted from US Dollars into an Equivalent Amount of Dollars).


“Moody’s” means Moody’s
Investors Service, Inc.


“Mortgage” means any
mortgage, deed of trust, hypothec over immoveables, or other document executed
or required herein to be executed by any Loan Party and granting a security
interest over real property in favour of the Administrative Agent as security
for the Obligations.


“Mortgage Supporting
Documents” means, with respect to any Mortgage for a parcel of real property,
each document (including title policies or marked-up unconditional insurance
binders (in each case, together with copies of all documents referred to
therein), maps, ALTA (or TLTA, if applicable) as-built surveys (in form and as
to date that is sufficiently acceptable to the title insurer issuing title
insurance to the Administrative Agent for such title insurer to deliver
endorsements to such title insurance as reasonably requested by the
Administrative Agent), environmental assessments and reports and evidence
regarding recording and payment of fees, insurance premium and taxes) that the
Administrative Agent may reasonably request, to create, register, perfect,
maintain, evidence the existence, substance, form or validity of or enforce a
valid lien on such parcel of real property in favour of the Administrative
Agent for the benefit of the Secured Parties, subject only to Customary
Permitted Liens and such other Liens as the Administrative Agent may approve.



 22
 






 



“Multiemployer Plan”
means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA,
to which any ERISA Affiliate incurs or otherwise has any obligation or
liability, contingent or otherwise.


“Net Cash Proceeds”
means proceeds received in cash from (a) any Sale of, or Property Loss Event with
respect to, property, net of (i) the customary out-of-pocket cash costs, fees
and expenses paid or required to be paid in connection therewith, (ii) taxes
paid or reasonably estimated to be payable as a result thereof and
(iii) any amount required to be paid or prepaid on Indebtedness (other
than the Obligations and Indebtedness owing to any Group Member) secured by the
property subject thereto or (b) any sale or issuance of Stock or incurrence of
Indebtedness, in each case net of brokers’, advisors’ and investment banking
fees and other customary out-of-pocket underwriting discounts, commissions and
other customary out-of-pocket cash costs, fees and expenses, in each case
incurred in connection with such transaction; provided, however,
that any such proceeds received by any Subsidiary of the Borrower that is not a
Wholly Owned Subsidiary of the Borrower shall constitute “Net Cash Proceeds”
only to the extent of the aggregate direct and indirect beneficial ownership
interest of the Borrower therein.


“Non-Funding Lender”
has the meaning specified in Section 2.2(c).


“Note” means a
promissory note of the Borrower, in substantially the form of Exhibit B,
payable to the order of a Lender in a principal amount equal to the amount of
such Lender’s Commitment under the Revolving Credit Facility.


“Notice of Borrowing”
has the meaning specified in Section 2.2.


“Notice of Conversion or
Continuation” has the meaning specified in Section 2.10.


“Obligations” means,
with respect to any Loan Party, all amounts, obligations, liabilities,
covenants and duties of every type and description owing by such Loan Party to
the Administrative Agent, any Lender, any other Indemnitee, any participant,
any SPV or, in the case of any Secured Hedging Documents, any Secured Hedging
Counterparty therefor, in each case arising out of, under, or in connection
with, any Loan Document, whether direct or indirect (regardless of whether
acquired by assignment), absolute or contingent, due or to become due, whether
liquidated or not, now existing or hereafter arising and however acquired, and
whether or not evidenced by any instrument or for the payment of money,
including, without duplication, (a) if such Loan Party is the Borrower, all
Loans, (b) all interest, whether or not accruing after the filing of any
petition in bankruptcy or after the commencement of any insolvency,
reorganization or similar proceeding, and whether or not a claim for
post-filing or post-petition interest is allowed in any such proceeding, (c)
all Secured Hedging Reimbursement Obligations and (d) all other fees, expenses
(including fees, charges and disbursement of counsel), interest, commissions,
charges, costs, disbursements, indemnities and reimbursement of amounts paid
and other sums chargeable to such Loan Party under any Loan Document.  “Obligations” shall also include all
obligations of the



 23
 






 



Loan Parties to any Lender
(or any Affiliate of any Lender) in respect of Banking Services.


“Other Taxes” has the
meaning specified in Section 2.17(c).


“Patents”
means all rights, title and interests (and all related IP Ancillary Rights)
arising under any Requirement of Law in or relating to letters patent and
applications therefor.


“PBGC” means the
United States Pension Benefit Guaranty Corporation and any successor thereto.


“Permit” means, with
respect to any Person, any permit, approval, authorization, license,
registration, certificate, concession, grant, franchise, variance or permission
from, and any other Contractual Obligations with, any Governmental Authority,
in each case whether or not having the force of law and applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.


“Permitted Acquisition”
has the meaning given to such term in the US Facility Credit Agreement.


“Permitted Indebtedness”
means any Indebtedness of any Group Member that is not prohibited by Section 8.1
or any other provision of any Loan Document.


“Permitted Investment”
means any Investment of any Group Member that is not prohibited by Section 8.3
or any other provision of any Loan Document.


“Permitted Lien”
means any Lien on or with respect to the property of any Group Member that is
not prohibited by Section 8.2 or any other provision of any Loan
Document.


“Permitted Refinancing”
means Indebtedness constituting a refinancing or extension of Permitted
Indebtedness that (a) has an aggregate outstanding principal amount not greater
than the aggregate principal amount of such Permitted Indebtedness outstanding
at the time of such refinancing or extension, (b) has a weighted average
maturity (measured as of the date of such refinancing or extension) and
maturity no shorter than that of such Permitted Indebtedness, (c) is not
entered into as part of a Sale and Leaseback transaction, (d) is not secured by
any property or any Lien other than those securing such Permitted Indebtedness
and (e) is otherwise on terms no less favourable to the Group Members, taken as
a whole, than those of such Permitted Indebtedness; provided, however,
that, notwithstanding the foregoing, (x) the terms of such Permitted
Indebtedness may be modified as part of such Permitted Refinancing if such
modification would have been permitted pursuant to Section 8.11 and
(y) no Guaranty Obligation for such Indebtedness shall constitute part of such
Permitted Refinancing unless similar Guaranty Obligations with respect to such
Permitted



 24
 






 



Indebtedness existed and
constituted Permitted Indebtedness prior to such refinancing or extension.


“Permitted Reinvestment” means, with respect to the Net Cash
Proceeds of any Sale or Property Loss Event, to acquire (or make Capital
Expenditures to finance the acquisition, repair, improvement or construction
of), to the extent otherwise permitted hereunder, property useful in the
business of Beacon US or any of its Subsidiaries (including through a Permitted
Acquisition) or, if such Property Loss Event involves loss or damage to
property, to repair such loss or damage.


“Permitted Small
Acquisition” has the meaning given to such term in the US Facility Credit Agreement.


“Person” means any
individual, partnership, corporation (including a business trust and a public
benefit corporation), joint stock company, estate, association, firm,
enterprise, trust, limited liability company, unincorporated association, joint
venture and any other entity or Governmental Authority.


“PPSA” means the Personal Property Security Act (Ontario), as such
legislation now exists or may from time to time hereafter be amended, modified,
recodified, supplemented or replaced, together with all rules, regulations and
interpretations thereunder or related thereto. 
References to sections of the PPSA shall be construed to also refer to
any successor sections.


“Prior Claims” means
the aggregate of all amounts that are secured by Liens created by applicable
law (in contrast with Liens voluntarily granted) which rank or are capable of
ranking prior or pari passu with the
Administrative Agent’s Liens against all or part of the Collateral; including
for amounts owing for employee source deductions and contributions, vacation
pay, goods and services taxes, sales taxes, realty taxes, business taxes,
workers’ compensation, pension fund or plan obligations, overdue rents and
Québec corporate taxes.


“Pro Forma Balance Sheet”
has the meaning specified in Section 4.4(d).


“Pro Forma Basis”
means, with respect to any determination for any period and any Pro Forma
Transaction, that such determination shall be made by giving pro  forma
effect to each such Pro Forma Transaction, as if each such Pro Forma Transaction
had been consummated on the first day of such period, based on historical
results accounted for in accordance with GAAP and, to the extent applicable,
reasonable assumptions that are specified in detail in the relevant Compliance
Certificate, Financial Statement or other document provided to the
Administrative Agent or any Lender in connection herewith in accordance with
Regulation S-X of the Securities Act of 1933.


“Pro Forma Transaction”
means any transaction consummated as part of any Permitted Acquisition,
together with each other transaction relating thereto and



 25
 






 



consummated in connection
therewith, including any incurrence or repayment of Indebtedness.


“Projections” means,
collectively, the Initial Projections and any document delivered pursuant to Section 6.1(f).


“Property Loss Event”
means, with respect to any property, any loss of or damage to such property or
any taking of such property or condemnation thereof.


“Pro Rata Outstandings”,
of any Lender at any time, means the outstanding principal amount of Revolving
Loans owing to such Lender.


“Pro Rata Share”
means, with respect to any Lender at any time, the percentage obtained by
dividing (a) the sum of the Commitments (or, if such Commitments are
terminated, the Pro Rata Outstandings therein) of such Lender then in effect
under the Revolving Credit Facility by (b) the sum of the Commitments (or, if
such Commitments in the Revolving Credit Facility are terminated, the Pro Rata
Outstandings therein) of all Lenders then in effect under the Revolving Credit
Facility; provided, however, that, if there are no Commitments
and no Pro Rata Outstandings in the Revolving Credit Facility, such Lender’s
Pro Rata Share in the Revolving Credit Facility shall be determined based on
the Pro Rata Share in the Revolving Credit Facility most recently in effect,
after giving effect to any subsequent assignment and any subsequent non-pro
rata payments of any Lender pursuant to Section 2.18.


“Quebec Security”
means, collectively, the debenture, the pledge of debenture and the deed of
hypothec each dated August 30, 2000 (each as amended, restated, supplemented or
otherwise modified from time to time) and executed and delivered by the
Borrower.


“Register” has the
meaning specified in Section 2.14(b).


“Related Person”
means, with respect to any Person, each Affiliate of such Person and each
director, officer, employee, agent, trustee, representative, attorney,
accountant and each insurance, environmental, legal, financial and other
advisor (including those retained in connection with the satisfaction or
attempted satisfaction of any condition set forth in Article III)
and other consultants and agents of or to such Person or any of its Affiliates,
together with, if such Person is the Administrative Agent, each other Person or
individual designated, nominated or otherwise mandated by or helping the
Administrative Agent pursuant to and in accordance with Section 10.4
or any comparable provision of any Loan Document.


“Related Transaction”
means the closing of the transactions under the US Facility Loan Documents.


“Release” means any
release, threatened release, spill, emission, leaking, pumping, pouring,
emitting, emptying, escape, injection, deposit, disposal, discharge,



 26
 






 



dispersal, dumping, leaching
or migration of Hazardous Material into or through the environment.


“Remedial Action”
means all actions required to (a) clean up, remove, treat or in any other way
address any Hazardous Material in the indoor or outdoor environment, (b)
prevent or minimize any Release so that a Hazardous Material does not migrate
or endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment or (c) perform pre-remedial studies and
investigations and post-remedial monitoring and care with respect to any
Hazardous Material.


“Required Lenders”
has the meaning given to such term in the US Facility Credit Agreement.


“Required Revolving
Credit Lenders” has the meaning given to such term in the US Facility
Credit Agreement.


“Requirements of Law”
means, with respect to any Person, collectively, the common law and all
federal, provincial, state, local, foreign, multinational or international
laws, statutes, codes, treaties, standards, rules and regulations, guidelines,
ordinances, orders, judgments, writs, injunctions, decrees (including
administrative or judicial precedents or authorities) and the interpretation or
administration thereof by, and other determinations, directives, requirements
or requests of, any Governmental Authority, in each case whether or not having
the force of law and that are applicable to or binding upon such Person or any
of its property or to which such Person or any of its property is subject.


“Reserves” means,
with respect to the Canadian Borrowing Base (a) the Credit Memoranda Reserve
and the Dilution Reserve, and (b) reserves against Eligible Accounts or the
Canadian Borrowing Base that the Administrative Agent may, in its reasonable
credit judgment, establish from time to time, with prior or contemporaneous
notice to the Borrower.


“Responsible Officer”
means, with respect to any Person, any of the president, chief executive
officer, treasurer, assistant treasurer, controller, managing member or general
partner of such Person but, in any event, with respect to financial matters,
any such officer that is responsible for preparing the Financial Statements
delivered hereunder and, with respect to the Corporate Chart and other
documents delivered pursuant to Section 6.1(e), documents delivered
on the Closing Date and documents delivered pursuant to Section 7.10,
the secretary or assistant secretary of such Person or any other officer
responsible for maintaining the corporate and similar records of such Person.


“Restricted Payment”
means (a) any dividend, return of capital, distribution or any other payment or
Sale of property for less than fair market value, whether direct or indirect
(including through the use of Hedging Agreements, the making, repayment,
cancellation or forgiveness of Indebtedness and similar Contractual



 27
 






 



Obligations) and whether in
cash, Securities or other property, on account of any Stock or Stock Equivalent
of any Group Member, in each case now or hereafter outstanding, including with
respect to a claim for rescission of a Sale of such Stock or Stock Equivalent
and (b) any redemption, retirement, termination, defeasance, cancellation,
purchase or other acquisition for value, whether direct or indirect (including
through the use of Hedging Agreements, the making, repayment, cancellation or
forgiveness of Indebtedness and similar Contractual Obligations), of any Stock
or Stock Equivalent of any Group Member or of any direct or indirect parent
entity of the Borrower, now or hereafter outstanding, and any payment or other
transfer setting aside funds for any such redemption, retirement, termination,
cancellation, purchase or other acquisition, whether directly or indirectly and
whether to a sinking fund, a similar fund or otherwise.


“Revolving Credit
Commitment” means, with respect to each Revolving Credit Lender, the
commitment of such Lender to make Revolving Loans, which commitment is in the
amount set forth opposite such Lender’s name on Schedule I under
the caption “Revolving Credit Commitment”, as amended to reflect
Assignments and as such amount may be reduced pursuant to this Agreement.  The aggregate amount of the Revolving Credit
Commitments on the date hereof equals $15,000,000.


“Revolving Credit
Facility” means the Revolving Credit Commitments and the provisions herein
related to the Revolving Loans.


“Revolving Credit
Facility First Priority Collateral” means all Collateral constituting cash,
accounts receivable, chattel paper, documents and documents of title,
instruments, and investment property, and all intangibles and general
intangibles, supporting obligations, letter of credit rights, commercial tort
claims and insurance policies related to the foregoing and all proceeds of the
foregoing, but excluding any of the foregoing which constitute proceeds of
inventory or other Term B Loan First Priority Collateral sold or otherwise
disposed of after any or all of the Obligations or the US Facility Obligations
have been accelerated (as long as such acceleration has not been rescinded) or
which are received by the Administrative Agent as a result of the exercise of
its remedies under the Loan Documents after the occurrence and during the
continuance of an Event of Default or by the US Facility Agent as a result of
the exercise of its remedies under the US Facility Loan Documents after the
occurrence and during the occurrence of an “Event of Default” (as defined in
the US Facility Loan Documents).


“Revolving Credit Lender”
means each Lender that has a Revolving Credit Commitment or holds a Revolving
Loan.


“Revolving Credit
Outstandings” means, at any time, to the extent outstanding at such time, the
aggregate principal amount of the Revolving Loans.


“Revolving Credit
Termination Date” shall mean the earliest of (a) the Scheduled Revolving
Credit Termination Date, (b) the date of termination of the Revolving Credit
Commitments pursuant to Section 2.5 or 9.2 and (c) the date
on which the Obligations become due and payable pursuant to Section 9.2.



 28
 






 



“Revolving Loan” has
the meaning specified in Section 2.1.


“S&P” means
Standard & Poor’s Rating Services.


“Sale and Leaseback
Transaction” means, with respect to any Person (the “obligor”), any
Contractual Obligation or other arrangement with any other Person (the “counterparty”)
consisting of a lease by such obligor of any property that, directly or
indirectly, has been or is to be Sold by the obligor to such counterparty or to
any other Person to whom funds have been advanced by such counterparty based on
a Lien on, or an assignment of, such property or any obligations of such
obligor under such lease.


“Scheduled Maturity Date”
means the later of the Scheduled Revolving Credit Termination Date and the “Scheduled
Maturity Date” (as such term is defined in the US Facility Credit Agreement).


“Scheduled Revolving
Credit Termination Date” means September 30, 2013.


“Secured Hedging
Counterparty” means General Electric Capital Corporation or any other
Person (other than any Group Member) that entered into a Hedging Agreement with
the Borrower or has provided a Secured Hedging Support Document at the request
of the Borrower at a time when such Person was the Administrative Agent, a
Lender or an Affiliate of a Lender.


“Secured Hedging
Documents” means, collectively, (a) any Hedging Agreement that (i) is
entered into by the Borrower and any Secured Hedging Counterparty therefor,
(ii) in the case of any Person that is not the Administrative Agent or an
Affiliate of the Administrative Agent, is expressly identified as being a “Secured
Hedging Document” hereunder in a joint notice from such Loan Party and such
Person delivered to the Administrative Agent reasonably promptly after the
execution of such Hedging Agreement and (iii) meets the requirements of Section
8.1(f) and (b) any Secured Hedging Support Provision.


“Secured Hedging
Reimbursement Obligation” means any obligation of the Borrower to make
payments to any Secured Hedging Counterparty with respect to any Secured
Hedging Support Provision.


“Secured Hedging Support
Documents” means any document (a) entered into to provide credit
enhancements for the benefit of the counterparty to an Interest Rate Contract
into which the Borrower entered, which credit enhancements are provided (i)
solely to support the payment obligations of the Borrower under such Interest
Rate Contract, and (ii) by GE Capital or any other Person at a time when such
Person is the Administrative Agent, a Lender or an Affiliate of a Lender, and
(b) is expressly identified as being a “Secured Hedging Support Document”
hereunder in a joint notice from such Loan Party and the Person providing such
credit enhancements delivered to the Administrative Agent reasonably promptly
after the execution or issuance of such



 29
 






 



document, unless such Person
is the Administrative Agent or an Affiliate of the Administrative Agent at the
time such credit enhancements are provided.


“Secured Hedging Support
Provision” means any provision in any Secured Hedging Support Document,
Sections 2.6(c), 2.9(a) and 2.9(c) and any other provision of this Agreement or
any Loan Document to the extent applicable to any Secured Hedging Reimbursement
Obligation, any Secured Hedging Support Document or affecting the rights or
duties of, or any payment to, any Secured Hedging Counterparty with respect to
any Secured Hedging Support Document.


“Secured Parties”
means the Lenders, the Administrative Agent, each other Indemnitee and any
other holder of any Obligation of any Loan Party.


“Security” means all
Stock, Stock Equivalents, voting trust certificates, bonds, debentures,
instruments and other evidence of Indebtedness, whether or not secured,
convertible or subordinated, all certificates of interest, share or
participation in, all certificates for the acquisition of, and all warrants,
options and other rights to acquire, any Security.


“Sell” means, with
respect to any property, to sell, convey, transfer, assign, license, lease or
otherwise dispose of, any interest therein or to permit any Person to acquire
any such interest, including, in each case, through a Sale and Leaseback
Transaction or through a sale, factoring at maturity, collection of or other
disposal, with or without recourse, of any notes or accounts receivable.  Conjugated forms thereof and the noun “Sale”
have correlative meanings.


“Solvent” means, with
respect to any Person as of any date of determination, that, as of such date,
(a) the value of the assets of such Person on a going concern basis (both at
fair value and present fair saleable value) is greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such Person,
(b) such Person is able to pay all liabilities of such Person as such liabilities
mature and (c) such Person does not have unreasonably small capital.  In computing the amount of contingent or
unliquidated liabilities at any time, such liabilities shall be computed at the
amount that, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.


“SPV” means any
special purpose funding vehicle identified as such in a writing by any Lender
to the Administrative Agent.


“Stock” means all
shares of capital stock (whether denominated as common stock or preferred
stock), equity interests, beneficial, partnership or membership interests,
joint venture interests, participations or other ownership or profit interests
in or equivalents (regardless of how designated) of or in a Person (other than
an individual), whether voting or non-voting.



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“Stock Equivalents”
means all securities convertible into or exchangeable for Stock or any other
Stock Equivalent and all warrants, options or other rights to purchase,
subscribe for or otherwise acquire any Stock or any other Stock Equivalent,
whether or not presently convertible, exchangeable or exercisable.


“Subordinated Debt”
means any Indebtedness that is subordinated to the payment in full of the Obligations
on terms and conditions satisfactory to the Administrative Agent.


“Subsidiary” means,
with respect to any Person, any corporation, partnership, joint venture,
limited liability company, association or other entity, the management of which
is, directly or indirectly, controlled by, or of which an aggregate of more
than 50% of the outstanding Voting Stock is, at the time, owned or controlled
directly or indirectly by, such Person or one or more Subsidiaries of such
Person.


“Substitute Lender”
has the meaning specified in Section 2.18(a).


“SWDA” means the
Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).


“Tax Affiliate”
means, (a) Beacon US and its Subsidiaries and (b) any Affiliate of Beacon US
with which Beacon US files or is eligible to file consolidated, combined or
unitary tax returns.


“Tax Return” has the
meaning specified in Section 4.8.


“Taxes” has the
meaning specified in Section 2.17(a).


“Term B Loan” has the
meaning given to it in the US Facility Credit Agreement.


“Term B Loan Commitment”
has the meaning given to it in the US Facility Credit Agreement.


“Term B Loan Facility”
has the meaning given to it in the US Facility Credit Agreement.


“Term B Loan First
Priority Collateral” means all Collateral constituting inventory, real
property, equipment, fixtures, patents, designs, trademarks, copyrights and
Stock of the Loan Parties, and intercompany debt owed to each Loan Party, and
general intangibles, supporting obligations, letter of credit rights,
commercial tort claims, insurance policies and other personal property related
to the foregoing and all proceeds of the foregoing (excluding proceeds of the
foregoing which constitute Revolving Credit Facility First Priority
Collateral).


“Term B Loan Lender”
means each Lender that has a Term B Loan Commitment
or that holds a Term B Loan.



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“Title IV Plan” means
a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan,
to which any ERISA Affiliate incurs or otherwise has any obligation or
liability, contingent or otherwise.


“Trademarks”
means all rights, title and interests (and all related IP Ancillary Rights)
arising under any Requirement of Law in or relating to trademarks,
trade names, corporate names, company names, business names, fictitious
business names, trade styles, service marks, logos and other source or business
identifiers and, in each case, all goodwill associated therewith, all
registrations and recordations thereof and all applications in connection
therewith.


“Trade
Secrets” means all right, title and interest (and all related IP
Ancillary Rights) arising under any Requirement of Law in or relating to trade
secrets.


“UCC” means the
Uniform Commercial Code of any applicable jurisdiction and, if the applicable
jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial
Code as in effect in the State of Illinois.


“United States” means
the United States of America.


“Unused Commitment Fee”
has the meaning specified in Section 2.11.


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


“US Facility Agent”
means General Electric Capital Corporation as the administrative agent and
collateral agent under the US Facility Loan Documents and any successor in such
capacity appointed pursuant to Section 10.9 under the US Facility Credit Agreement.


“US Facility Credit
Agreement” means the Fourth Amended and Restated Credit Agreement dated as
of the Closing Date among Beacon US, the other loan parties party thereto, the
US Facility Agent and the US Facility Lenders, as amended, restated, supplemented
or otherwise modified from time to time.


“US Facility
Intercreditor Agreement” means the Intercreditor Agreement dated as of the
Closing Date among the Administrative Agent, the US Facility Agent, the Lenders
and the US Facility Lenders party thereto.


“US Facility Lenders”
means the lenders party to the US Facility Credit Agreement.


“US Facility Loan
Documents” means the US Facility Credit Agreement and the other “Loan
Documents” as defined therein.


“US Facility Obligations”
means the “Obligations”, as defined under the US Facility Credit Agreement.



 32














 


“US Facility Revolving
Credit Commitment” means the aggregate “Revolving Credit Commitments”, as
defined under the US Facility Credit Agreement.


“US Facility Revolving
Credit Outstandings” means the “Revolving Credit Outstandings”, as defined
under the US Facility Credit Agreement.


“Voting Stock” means
Stock of any Person having ordinary power to vote in the election of members of
the board of directors, managers, trustees or other controlling Persons, of
such Person (irrespective of whether, at the time, Stock of any other class or
classes of such entity shall have or might have voting power by reason of the
occurrence of any contingency).


“Wholly Owned Subsidiary”
of any Person means any Subsidiary of such Person, all of the Stock of which
(other than nominal holdings and director’s qualifying shares) is owned by such
Person, either directly or through one or more Wholly Owned Subsidiaries of
such Person.


“Withdrawal Liability”
means, at any time, any liability incurred (whether or not assessed) by any
ERISA Affiliate and not yet satisfied or paid in full at such time with respect
to any Multiemployer Plan pursuant to Section 4201 of ERISA.


9.2          UCC Terms/PPSA Terms.


The following terms have the
meanings given to them in the applicable UCC: 
“commodity account”, “commodity contract”, “commodity intermediary”, “deposit
account”, “entitlement holder”, “entitlement order”, “equipment”, “financial
asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities
account”, “securities intermediary” and “security entitlement”.


In addition, without
limitation the foregoing, the following terms have the meanings given to them
in the PPSA: “equipment”, “intangible”, “goods”, “instruments”, “inventory” and
“document of title”.



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9.3          Accounting Terms and
Principles.


(a)           GAAP.  All accounting determinations required to be
made pursuant hereto shall, unless expressly otherwise provided herein, be made
in accordance with GAAP.  No change in
the accounting principles used in the preparation of any Financial Statement
hereafter adopted by Holdings shall be given effect if such change would affect
a calculation that measures compliance with any provision of Article V
or VIII unless the Borrower, the Administrative Agent and the Required
Lenders agree to modify such provisions to reflect such changes in GAAP and,
unless such provisions are modified, all Financial Statements, Compliance
Certificates and similar documents provided hereunder shall be provided
together with a reconciliation between the calculations and amounts set forth
therein before and after giving effect to such change in GAAP.


(b)           Pro Forma.  All components of financial calculations made
to determine compliance with Section 5.1 shall be adjusted on a Pro
Forma Basis to include or exclude, as the case may be, without duplication,
such components of such calculations attributable to any Pro Forma Transaction
consummated after the first day of the applicable period of determination and
prior to the end of such period, as determined in good faith by the Borrower
based on assumptions expressed therein and that were reasonable based on the
information available to the Borrower at the time of preparation of the
Compliance Certificate setting forth such calculations.


9.4          Payments.


The Administrative Agent may
set up standards and procedures to determine or redetermine the equivalent in
Dollars or US Dollars of any amount expressed in any currency other than
Dollars or US Dollars, as applicable, and otherwise may, but shall not be
obligated to, rely on any determination made by any Loan Party.  Any such determination or redetermination by
the Administrative Agent shall be conclusive and binding for all purposes,
absent demonstrable error.  No
determination or redetermination by any Secured Party or Loan Party and no
other currency conversion shall change or release any obligation of any Loan
Party or of any Secured Party (other than the Administrative Agent and its
Related Persons) under any Loan Document, each of which agrees to pay
separately for any shortfall remaining after any conversion and payment of the
amount as converted.  The Administrative
Agent may round up or down, and may set up appropriate mechanisms to round up
or down, any amount hereunder to nearest higher or lower amounts and may
determine reasonable de minimis payment thresholds.



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9.5          Interpretation.


(a)           Certain Terms.  Except as set forth in any Loan Document, all
accounting terms not specifically defined herein shall be construed in
accordance with GAAP (except for the term “property”, which shall be
interpreted as broadly as possible, including, in any case, cash, Securities,
other assets, rights under Contractual Obligations and Permits and any right or
interest in any property).  The terms “herein”,
“hereof” and similar terms refer to this Agreement as a whole.  In the computation of periods of time from a
specified date to a later specified date in any Loan Document, the terms “from”
means “from and including” and the words “to” and “until” each
mean “to but excluding” and the word “through” means “to and including.”  In any other case, the term “including”
when used in any Loan Document means “including without limitation.”  The term “documents” means all
writings, however evidenced and whether in physical or electronic form,
including all documents, instruments, agreements, notices, demands,
certificates, forms, financial statements, opinions and reports.  The term “incur” means incur, create,
make, issue, assume or otherwise become directly or indirectly liable in
respect of or responsible for, in each case whether directly or indirectly, and
the terms “incurrence” and “incurred” and similar derivatives shall have
correlative meanings.


(b)           Certain References.  Unless otherwise expressly indicated,
references (i) in this Agreement to an Exhibit, Schedule, Article, Section
or clause refer to the appropriate Exhibit or Schedule to, or Article, Section
or clause in, this Agreement and (ii) in any Loan Document, to (A) any
agreement shall include, without limitation, all exhibits, schedules, appendixes
and annexes to such agreement and, unless the prior consent of any Secured
Party required therefor is not obtained, any modification to any term of such
agreement, (B) any statute shall be to such statute as modified from time to
time and to any successor legislation thereto, in each case as in effect at the
time any such reference is operative and (C) any time of day shall be a
reference to Toronto time.  Titles of
articles, sections, clauses, exhibits, schedules and annexes contained in any
Loan Document are without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.  Unless otherwise expressly indicated, the
meaning of any term defined (including by reference) in any Loan Document shall
be equally applicable to both the singular and plural forms of such term.



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10


The REVOLVING CREDIT facilitY


10.1        The Commitments.


(a)           Revolving Credit Commitments.  On the terms and subject to the conditions
contained in this Agreement, each Revolving Credit Lender severally, but not
jointly, agrees to make loans in Dollars (each a “Revolving Loan”) to
the Borrower from time to time on any Business Day during the period from the
date hereof until the Revolving Credit Termination Date in an aggregate principal
amount at any time outstanding for all such loans by such Lender not to exceed
such Lender’s Revolving Credit Commitment; provided, however,
that at no time shall any Revolving Credit Lender be obligated to make a
Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which
the Maximum Revolving Loan Amount exceeds the aggregate Revolving Credit
Outstandings at such time.  Within the
limits set forth in the first sentence of this clause (a), amounts of
Revolving Loans repaid may be reborrowed under this Section 2.1.


(b)           [Intentionally Deleted].


(c)           [Intentionally Deleted].


10.2        Borrowing Procedures.


(a)           Notice From the Borrower.  Each Borrowing shall be made on notice given
by the Borrower to the Administrative Agent not later than 1:00 p.m. on
(i) the first Business Day, in the case of a Borrowing of Index Rate Loans and
(ii) the third Business Day, in the case of a Borrowing of BA Rate Loans,
prior to the date of the proposed Borrowing. 
Each such notice may be made in a writing substantially in the form of Exhibit C
(a “Notice of Borrowing”) duly completed or by telephone if confirmed
promptly, but in any event within one Business Day and prior to such Borrowing,
with such a Notice of Borrowing.  Loans
shall be made as Index Rate Loans unless, outside of a suspension period
pursuant to Section 2.15, the Notice of Borrowing specifies that all or
a portion thereof shall be BA Rate Loans. 
Each Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000.


(b)           Notice to Each Lender.  The Administrative Agent shall give to each
Lender prompt notice of the Administrative Agent’s receipt of a Notice of
Borrowing and, if BA Rate Loans are properly requested in such Notice of
Borrowing, prompt notice of the applicable interest rate.  Each Lender shall, before 11:00 a.m. (Toronto
time) on the date of the proposed Borrowing, make available to the
Administrative Agent at its address referred to in Section 11.11,
such Lender’s Pro Rata Share of such proposed Borrowing.  Upon fulfillment or due waiver (i) on the
Closing Date, of the applicable conditions set forth in Section 3.1
and (ii) on the Closing Date and



 36
 






 



any time thereafter, of the
applicable conditions set forth in Section 3.2, the Administrative
Agent shall make such funds available to the Borrower.


(c)           Non-Funding Lenders.  Unless the Administrative Agent shall have
received notice from any Lender prior to the date such Lender is required to
make any payment hereunder with respect to any Loan that such Lender will not make
such payment (or any portion thereof) available to the Administrative Agent,
the Administrative Agent may assume that such Lender has made such payment
available to the Administrative Agent on the date such payment is required to
be made in accordance with this Article II and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  The
Borrower agrees to repay to the Administrative Agent on demand such amount
(until repaid by such Lender) with interest thereon for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at the interest rate applicable to the
Obligation that would have been created when the Administrative Agent made
available such amount to the Borrower had such Lender made a corresponding
payment available; provided, however, that such payment shall not relieve such
Lender of any obligation it may have to the Borrower.  In addition, any Lender that shall not have
made available to the Administrative Agent any portion of any payment described
above (any such Lender, a “Non-Funding Lender”) agrees to pay such
amount to the Administrative Agent on demand together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at the Bank Rate
for the first Business Day and thereafter (i) in the case of a payment in
respect of a Loan, at the interest rate applicable at the time to such Loan and
(ii) otherwise, at the interest rate applicable to Index Rate Loans under the
Revolving Credit Facility.  Such
repayment shall then constitute the funding of the corresponding Loan
(including any Loan deemed to have been made hereunder with such payment).  The existence of any Non-Funding Lender shall
not relieve any other Lender of its obligations under any Loan Document, but no
other Lender shall be responsible for the failure of any Non-Funding Lender to
make any payment required under any Loan Document.


10.3        [Intentionally Deleted].


10.4        [Intentionally Deleted].


10.5        Reduction and
Termination of the Commitments.


(a)           Optional.  The Borrower may, upon notice to the
Administrative Agent, terminate in whole or reduce in part ratably any unused
portion of the Revolving Credit Commitments; provided, however,
that each partial reduction shall be in an aggregate amount that is an integral
multiple of $1,000,000.


(b)           Mandatory.  All outstanding Commitments shall terminate
on their respective Commitment Termination Date.



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10.6        Repayment of
Obligations.


(a)           The Borrower promises to
repay the entire unpaid principal amount of the Revolving Loans on the
Scheduled Revolving Credit Termination Date.


(b)           [Intentionally Deleted].


(c)           The Borrower promises to pay
to the Secured Hedging Counterparty under any Secured Hedging Support Document
an amount equal to the amount of any payment made by such Secured Hedging
Counterparty under such Secured Hedging Support Document within one Business
Day after the date such payment by such Secured Hedging Counterparty is made.


10.7        Optional Prepayments.


The Borrower may prepay the
outstanding principal amount of any Loan in whole or in part at any time
(together with any breakage costs that may be owing pursuant to Section 2.16(a)
after giving effect to such prepayment); provided, however, that
each partial prepayment that is not of the entire outstanding amount under the
Revolving Credit Facility shall be in an aggregate amount that is an integral
multiple of $1,000,000.


10.8        Mandatory Prepayments.


(a)           [Intentionally Deleted].


(b)           [Intentionally Deleted].


(c)           [Intentionally Deleted].


(d)           Excess Outstandings.  On any date on which the aggregate principal
amount of Revolving Credit Outstandings exceeds the Maximum Revolving Loan
Amount, the Borrower shall pay to the Administrative Agent an amount equal to
such excess.


(e)           Application of Payments.  Any payments made to the Administrative Agent
pursuant to this Section 2.8 shall be applied to the Obligations in
accordance with Section 2.12(b).


10.9        Interest.


(a)           Rate.  All Loans and the outstanding amount of all
other Obligations (including Secured Hedging Reimbursement Obligations but
excluding any other Obligations owing pursuant to Secured Hedging Documents)
shall bear interest, in the case of Loans, on the unpaid principal amount
thereof from the date such Loans are made and, in the case of such other
Obligations, from the date such other Obligations are due and payable until, in
all cases, paid in full, except as otherwise provided in clause (c)
below, as follows:  (i) in the case of
Index Rate Loans, at a rate per annum equal to the



 38
 






 



sum of the Index Rate and
the Applicable Margin, each as in effect from time to time, (ii) in the case of
BA Rate Loans, at a rate per annum equal to the sum of the BA Rate and the
Applicable Margin, each as in effect for the applicable BA Period, (iii) in the
case of Secured Hedging Reimbursement Obligations, at a rate per annum equal to
the sum of BA Rate as in effect for the applicable BA Period and 1% and (iv) in
the case of other Obligations, at a rate per annum equal to the sum of the
Index Rate and the Applicable Margin for Revolving Loans that are Index Rate
Loans, each as in effect from time to time.


(b)           Payments.  Interest accrued shall be payable in arrears
(i) if accrued on the principal amount of any Loan, (A) at maturity (whether by
acceleration or otherwise), and (B)(1) if such Loan is a Index Rate Loan, on
the last day of each calendar quarter commencing on the first such day
following the making of such Loan, (2) if such Loan is a BA Rate Loan, on the
last day of each BA Period applicable to such Loan and, if applicable, on each
date during such BA Period occurring every 3 months from the first day of such
BA Period and (ii) if accrued on any other Obligation, on demand from and after
the time such Obligation is due and payable (whether by acceleration or
otherwise).


(c)           Default Interest.  Notwithstanding the rates of interest
specified in clause (a) above or elsewhere in any Loan Document, effective
immediately upon (A) the occurrence of any Event of Default under Section 9.1(e)(ii)
or (B) the delivery of a notice by the Administrative Agent, at the request or
with the consent of the Required Lenders, to the Borrower during the
continuance of any other Event of Default and, in each case, for as long as
such Event of Default shall be continuing, the principal balance of all
Obligations (including any Obligation that bears interest by reference to the rate
applicable to any other Obligation) then due and payable (other than any
Secured Hedging Reimbursement Obligation) shall bear interest, subject to the Interest Act (Canada), at a rate that is 2% per annum in
excess of the interest rate applicable to such Obligations from time to time,
payable on demand or, in the absence of demand, on the date that would
otherwise be applicable.


10.10      Conversion and
Continuation Options.


(a)           Option.  The Borrower may elect (i) in the case of any
BA Rate Loan, (A) to continue such BA Rate Loan or any portion thereof for an
additional BA Period on the last day of the BA Period applicable thereto and
(B) to convert such BA Rate Loan or any portion thereof into a Index Rate Loan
at any time on any Business Day, subject to the payment of any breakage costs
required by Section 2.16(a), and (ii) in the case of Index Rate
Loans, to convert such Index Rate Loans or any portion thereof into BA Rate
Loans at any time on any Business Day upon 3 Business Days’ prior notice; provided,
however, that, (x) for each BA Period, the aggregate amount of BA Rate
Loans having such BA Period must be an integral multiple of $100,000 and (y) no
conversion in whole or in part of Index Rate Loans to BA Rate Loans and no
continuation in whole or in part of BA Rate Loans shall be permitted at any
time at which (1) an Event of Default shall be continuing and the
Administrative Agent or the Required Lenders shall have determined in their
sole discretion not to permit such conversions or continuations or (2)



 39
 






 



such continuation or
conversion would be made during a suspension imposed by Section 2.15.


(b)           Procedure.  Each such election shall be made by giving
the Administrative Agent at least 3 Business Days’ prior notice in
substantially the form of Exhibit F (a “Notice of Conversion or
Continuation”) duly completed.  The
Administrative Agent shall promptly notify each Lender of its receipt of a
Notice of Conversion or Continuation and of the options selected therein.  If the Administrative Agent does not receive
a timely Notice of Conversion or Continuation from the Borrower containing a
permitted election to continue or convert any BA Rate Loan, then, upon the
expiration of the applicable BA Period, such Loan shall be automatically
converted to a Index Rate Loan.  Each
partial conversion or continuation shall be allocated ratably among the Lenders
in accordance with their Pro Rata Share.


10.11      Fees.


(a)           Unused Commitment Fee.  The Borrower agrees to pay to each Revolving
Credit Lender a commitment fee on the actual daily amount by which the
Revolving Credit Commitment of such Lender exceeds its Pro Rata Share of the
aggregate outstanding principal amount of Revolving Loans (the “Unused
Commitment Fee”) from the date hereof through the Revolving Credit
Termination Date at a rate per annum equal to the Applicable Margin, payable in
arrears (x) on the last day of each calendar quarter and (y) on the Revolving
Credit Termination Date.


(b)           [Intentionally Deleted].


(c)           Additional Fees.  The Borrower shall pay to the Administrative
Agent and its Related Persons its reasonable and customary fees and expenses in
connection with any payments made pursuant to Section 2.16(a) (Breakage
Costs) and has agreed to pay the additional fees described in the Fee
Letters.


10.12      Application of Payments.


(a)           Application of Voluntary
Prepayments.  Unless
otherwise provided in this Section 2.12 or elsewhere in any Loan
Document, all payments and any other amounts received by the Administrative
Agent from or for the benefit of the Borrower shall be applied to repay the
Obligations the Borrower designates.


(b)           Application of Mandatory
Prepayments.  Subject to
the provisions of clause (c) below with respect to the application of
payments during the continuance of an Event of Default, any payment made by the
Borrower to the Administrative Agent pursuant to Section 2.8 or any
other prepayment of the Obligations required to be applied in accordance with
this clause (b) shall be applied first, to repay the outstanding
principal balance of the Revolving Loans, second, to provide cash collateral to
the extent required hereunder and, then, any excess shall be retained by the
Borrower.



 40
 






 



(c)           Application of Payments
During an Event of Default.  (i) The Borrower hereby irrevocably waives,
and agrees to cause each Loan Party and each other Group Member to waive, the
right to direct the application during the continuance of an Event of Default
of any and all payments in respect of any Obligation and any proceeds of
Collateral.


(ii)           During the continuance of an
Event of Default, the Administrative Agent may, and, upon the direction of the
Required Lenders shall, apply amounts collected or received by the
Administrative Agent constituting proceeds of Revolving Credit Facility First
Priority Collateral in accordance with clauses first through seventh
below.  Notwithstanding any provision
herein to the contrary, all amounts collected or received by the Administrative
Agent after any or all of the Obligations or the US Facility Obligations have
been accelerated constituting proceeds of Revolving Credit Facility First
Priority Collateral and all proceeds of Revolving Credit Facility First
Priority Collateral received by the Administrative Agent as a result of the
exercise of its remedies under the Loan Documents after the occurrence and
during the continuance of an Event of Default shall be applied as follows:


first, to pay
Obligations and US Facility Obligations in respect of any cost or expense
reimbursements, fees or indemnities then due to the Administrative Agent or the
US Facility Agent;


second, to pay
Obligations  and US Facility Obligations
in respect of any cost or expense reimbursements, fees or indemnities then due
to the Lenders, the US Facility Lenders and the L/C Issuers (as defined in the
US Facility Credit Agreement);


third, to pay
interest then due and payable in respect of the Revolving Loans, Revolving
Loans (as defined in the US Facility Credit Agreement), Swing Loans (as defined
in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as
defined in the US Facility Credit Agreement) and in respect of any amount owing
under any Secured Hedging Document (as defined herein and in the US Facility
Credit Agreement);


fourth, to repay the
outstanding principal amounts of the Swing Loans (as defined in the US Facility
Credit Agreement), Revolving Loans, Revolving Loans (as defined in the US
Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the
US Facility Credit Agreement), to provide cash collateral for Letters of Credit
in the manner and to the extent described in Section 9.3 of the US
Facility Credit Agreement and to pay amounts (other than interest) owing under
any Secured Hedging Document (as defined herein and in the US Facility Credit
Agreement);


fifth, to pay interest
then due and payable in respect of the Term B Loan;


sixth, to repay the
outstanding principal amounts of the Term B Loans;



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seventh, to the
ratable payment of all other Obligations and US Facility Obligations; and


eighth, to the Loan
Parties or to whomever may be lawfully entitled to receive such balance or as a
court of competent jurisdiction may direct.


(iii)          During the continuance of an
Event of Default, the Administrative Agent may, and, upon the direction of the
Required Lenders shall, apply all amounts collected or received by the
Administrative Agent constituting proceeds of Term B Loan First Priority
Collateral in accordance with clauses first through seventh
below.  Notwithstanding any provision
herein to the contrary, all amounts collected or received by the Administrative
Agent after any or all of the Obligations or the US Facility Obligations have
been accelerated constituting proceeds of Term B Loan First Priority Collateral
and all proceeds of Term B Loan First Priority Collateral received by the
Administrative Agent as a result of the exercise of its remedies under the Loan
Documents after the occurrence and during the continuance of an Event of
Default shall be applied as follows:


first, to pay
Obligations and US Facility Obligations in respect of any cost or expense
reimbursements, fees or indemnities then due to the Administrative Agent or the
US Facility Agent;


second, to pay
Obligations and US Facility Obligations in respect of any cost or expense
reimbursements, fees or indemnities then due to the Lenders, the US Facility
Lenders and the L/C Issuers (as defined in the US Facility Credit Agreement);


third, to pay
interest then due and payable in respect of the Term B Loans and in respect of
any amount owing under any Secured Hedging Document (as defined herein and in
the US Facility Credit Agreement);


fourth, to repay the
outstanding principal amounts of the Term B Loans and to pay amounts (other
than interest) owing under any Secured Hedging Document (as defined herein and
in the US Facility Credit Agreement);


fifth, to pay
interest then due and payable in respect of the Revolving Loans, Revolving
Loans (as defined in the US Facility Credit Agreement), Swing Loans (as defined
in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as
defined in the US Facility Credit Agreement);


sixth, to repay the
outstanding principal amounts of the Revolving Loans, Revolving Loans (as
defined in the US Facility Credit Agreement), Swing Loans (as defined in the US
Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the
US Facility Credit Agreement), to provide cash collateral for Letters of Credit
(as defined in the US Facility Credit Agreement) in the manner and to the
extent described in Section 9.3 of the US Facility Credit Agreement;



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seventh, to the
ratable payment of all other Obligations and US Facility Obligations; and


eighth,
to the Loan Parties or to whomever may be lawfully entitled to receive such
balance or as a court of competent jurisdiction may direct.


(iv)          If the Stock of any Loan
Party is sold or any Loan Party is sold as a going concern on any date (the “Sale
Date”) under the circumstances described in this Section 2.12(c), the
sale proceeds shall be allocated as follows: 
(i) that portion of the sale proceeds equal to the aggregate net book
value of accounts receivable constituting Revolving Credit Facility First
Priority Collateral and reflected on the accounts receivable aging (as
reflected in the aging reports submitted to the Administrative Agent with the
most current Borrowing Base Certificates delivered to the Administrative Agent
on or prior to the Sale Date) shall be allocated to the Revolving Credit
Facility First Priority Collateral of the Loan Parties so sold and shall be
deemed to be proceeds thereof and (z) the balance of sale proceeds shall be
allocated to the Term B Loan First Priority Collateral of the Loan Parties so
sold and shall be deemed to be proceeds thereof.


(d)           Application of Payments
Generally.  All
repayments of any Revolving Loans shall be applied first, to repay such Loans
outstanding as Index Rate Loans and then, to repay such Loans outstanding as BA
Rate Loans, with those BA Rate Loans having earlier expiring BA Periods being
repaid prior to those having later expiring BA Periods.  If sufficient amounts are not available to
repay all outstanding Obligations described in any priority level set forth in
this Section 2.12, the available amounts shall be applied, unless
otherwise expressly specified herein, to such Obligations ratably based on the
proportion of the Secured Parties’ interest in such Obligations.  Any priority level set forth in this Section 2.12
that includes interest shall include all such interest, whether or not accruing
after the filing of any petition in bankruptcy or the commencement of any
insolvency, reorganization or similar proceeding, and whether or not a claim
for post-filing or post-petition interest is allowed in any such proceeding.


10.13      Payments and
Computations.


(a)           Procedure.  The Borrower shall make each payment under
any Loan Document not later than 1:00 p.m. (Toronto time) on the day when due
to the Administrative Agent by wire transfer to the following account (or at
such other account or by such other means to such other address as the Administrative
Agent shall have notified the Borrower in writing within a reasonable time
prior to such payment) in immediately available Dollars and without setoff or
counterclaim:


Transit Number 00002


Account Number 1209329


Royal Bank of Canada – Main Branch


Toronto, Ontario


Reference:
Canadian Dollar Receipt Account re Beacon Roofing Supply Canada Company



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The Administrative Agent
shall promptly thereafter cause to be distributed immediately available funds
relating to the payment of principal, interest or fees to the Lenders, in
accordance with the application of payments set forth in Section 2.12.  The Lenders shall make any payment under any
Loan Document in immediately available Dollars and without setoff or
counterclaim.  Payments received by the
Administrative Agent after 1:00 p.m. (Toronto time) shall be deemed to be
received on the next Business Day.


(b)           Computations of Interest and
Fees.  All computations of interest
and of fees shall be made by the Administrative Agent on the basis of a year of
365 days for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest and fees are
payable.  Each determination of an
interest rate or the amount of a fee hereunder shall be made by the Administrative
Agent (including determinations of a BA Rate or Index Rate in accordance with
the definitions of “BA Rate” and “Index Rate”, respectively) or, if applicable
in the case of the BA Rate used to determine interest on Secured Hedging
Reimbursement Obligations, the applicable Secured Hedging Counterparty and
shall be conclusive, binding and final for all purposes, absent manifest error.


For purposes of disclosure
under the Interest Act (Canada), where interest or
fees are calculated pursuant hereto at a rate based upon a 365 day year (the “Stated
Rate”), it is hereby agreed that the rate or percentage of interest on a
yearly basis is equivalent to such Stated Rate multiplied by the actual number
of days in the year divided by 365.  The
parties agree that (i) the principle of deemed reinvestment of interest shall
not apply to any interest calculation under this Agreement or any of the other
Loan Documents and (ii) the rates of interest stipulated in this Agreement are
intended to be nominal rates and not effective rates or yields.


(c)           Payment Dates.  Whenever any payment hereunder shall be
stated to be due on a day other than a Business Day, the due date for such
payment shall be extended to the next succeeding Business Day without any
increase in such payment as a result of additional interest or fees; provided,
however, that such interest and fees shall continue accruing as a result
of such extension of time.


(d)           Advancing Payments.  Unless the Administrative Agent shall have
received notice from the Borrower to the Lenders prior to the date on which any
payment is due hereunder that the Borrower will not make such payment in full,
the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may,
in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender.  If and to the extent that the Borrower shall
not have made such payment in full to the Administrative Agent, each Lender
shall repay to the Administrative Agent on demand such amount distributed to
such Lender together with interest thereon (at the Bank Rate for the first
Business Day and thereafter, at the rate applicable to Index Rate Loans) for
each day from the date such amount is distributed to such Lender until the date
such Lender repays such amount to the Administrative Agent.



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(e)           Limitations on Interest.  If any provision of this Agreement or any of
the other Loan Documents would obligate any Loan Party to make any payment of
interest or other amount payable to the Administrative Agent or any Lender in
an amount or calculated at a rate which would be prohibited by applicable law
or would result in the receipt by the Administrative Agent or that Lender of
interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such
provision, such amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may
be, as would not be so prohibited by applicable law or so result in a receipt
by that Lender of interest at a criminal rate, such adjustment to be effected,
to the extent necessary, as follows:  (i)
firstly, by reducing the amount or rate of interest required to be paid to that
Lender under Section 2.9(a); and (b) thereafter, by reducing any fees,
commissions, premiums and other amounts required to be paid to the affected
Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada). 
Notwithstanding the foregoing, and after giving effect to all
adjustments contemplated thereby, if the Administrative Agent or any Lender
shall have received an amount in excess of the maximum permitted by that
section of the Criminal Code (Canada), then the
applicable Loan Party shall be entitled, by notice in writing to the
Administrative Agent or the affected Lender, to obtain reimbursement from the
Administrative Agent or that Lender in an amount equal to such excess, and
pending such reimbursement, such amount shall be deemed to be an amount payable
by that Lender to such Loan Party.  Any
amount or rate of interest referred to in this Section 2.13(e) shall be
determined in accordance with generally accepted actuarial practices and
principles as an effective annual rate of interest over the term that the
Revolving Loan remains outstanding on the assumption that any charges, fees or
expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific
period of time, be pro-rated over that period of time and otherwise be
pro-rated over the period from the Closing Date to the Revolving Credit
Termination Date or, if all the Obligations are not irrevocably repaid on such
date, such later date on which all of the Obligations of the Borrower are
irrevocably paid and, in the event of a dispute, a certificate of a Fellow of
the Canadian Institute of Actuaries appointed by the Administrative Agent shall
be conclusive for the purposes of such determination.


10.14      Evidence of Debt.


(a)           Records of Lenders.  Each Lender shall maintain in accordance with
its usual practice accounts evidencing Indebtedness of the Borrower to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.  In addition,
each Lender having sold a participation in any of its Obligations or having
identified an SPV as such to the Administrative Agent, acting as agent of the
Borrower solely for this purpose and solely for tax purposes, shall establish
and maintain at its address referred to in Section 11.11 (or at
such other address as such Lender shall notify the Borrower) a record of
ownership, in which such Lender shall register by book entry (A) the name and
address of each such participant and SPV (and each change



 45
 






 



thereto, whether by
assignment or otherwise) and (B) the rights, interest or obligation of
each such participant and SPV in any Obligation, in any Commitment and in any
right to receive any payment hereunder.


(b)           Records of Administrative
Agent.  The Administrative Agent,
acting as agent of the Borrower solely for tax purposes and solely with respect
to the actions described in this Section 2.14, shall establish and
maintain at its address referred to in Section 11.11 (or at such
other address as the Administrative Agent may notify the Borrower) (A) a record
of ownership (the “Register”) in which the Administrative Agent agrees
to register by book entry the interests (including any rights to receive
payment hereunder) of the Administrative Agent and each Lender in the Revolving
Credit Outstandings, each of their obligations under this Agreement to
participate in each Loan and any assignment of any such interest, obligation or
right and (B) accounts in the Register in accordance with its usual
practice in which it shall record (1) the names and addresses of the Lenders
(and each change thereto pursuant to Section 2.18 (Substitution
of Lenders) and Section 11.2 (Assignments and
Participations; Binding Effect)), (2) the Commitments of each Lender, (3)
the amount of each Loan and for BA Rate Loans, the BA Period applicable
thereto, (4) the amount of any principal or interest due and payable or paid,
and (5) any other payment received by the Administrative Agent from the
Borrower and its application to the Obligations.


(c)           Registered Obligations.  Notwithstanding anything to the contrary
contained in this Agreement, the Loans (including any Notes evidencing such
Loans) are registered obligations, the right, title and interest of the Lenders
and their assignees in and to such Loans shall be transferable only upon
notation of such transfer in the Register and no assignment thereof shall be
effective until recorded therein.


(d)           Prima Facie Evidence.  The entries made in the Register and in the
accounts maintained pursuant to clauses (a) and (b) above shall,
to the extent permitted by applicable Requirements of Law, be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided,
however, that no error in such account and no failure of any Lender or
the Administrative Agent to maintain any such account shall affect the obligations
of any Loan Party to repay the Loans in accordance with their terms.  In addition, the Loan Parties, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register as a Lender for all purposes of this Agreement.  Information contained in the Register with
respect to any Lender shall be available for access by the Borrower, the
Administrative Agent or such Lender at any reasonable time and from time to
time upon reasonable prior notice.  No
Lender shall, in such capacity, have access to or be otherwise permitted to
review any information in the Register other than information with respect to
such Lender unless otherwise agreed by the Administrative Agent.


(e)           Notes.  Upon any Lender’s request, the Borrower shall
promptly execute and deliver Notes to such Lender evidencing the Loans of such
Lender and substantially in the form of Exhibit B; provided,
however, that only one Note shall be issued to each Lender, except (i)
to an existing Lender exchanging existing Notes to



 46
 






 



reflect changes in the
Register relating to such Lender, in which case the new Notes delivered to such
Lender shall be dated the date of the original Notes and (ii) in the case of
loss, destruction or mutilation of existing Notes and similar circumstances.  Each Note, if issued, shall only be issued as
means to evidence the right, title or interest of a Lender or a registered
assignee in and to the related Loan, as set forth in the Register, and in no
event shall any Note be considered a bearer instrument or obligation.


10.15      Suspension of BA Rate
Option.


Notwithstanding any
provision to the contrary in this Article II, the following shall
apply:


10.15.1  Interest Rate
Unascertainable, Inadequate or Unfair. 
In the event that (A) the Administrative Agent determines that adequate
and fair means do not exist for ascertaining the applicable interest rates by
reference to which the BA Rate is determined or (B) the Required Lenders notify
the Administrative Agent that the BA Rate for any BA Period will not adequately
reflect the cost to the Lenders of making or maintaining such Loans for such BA
Period, the Administrative Agent shall promptly so notify the Borrower and the
Lenders, whereupon the obligation of each Lender to make or to continue BA Rate
Loans shall be suspended as provided in clause (c) below until the
Administrative Agent shall notify the Borrower that the Required Lenders have
determined that the circumstances causing such suspension no longer exist.


10.15.2  Illegality.  If any Lender determines that the
introduction of, or any change in or in the interpretation of, any Requirement
of Law after the date of this Agreement shall make it unlawful, or any
Governmental Authority shall assert that it is unlawful, for any Lender or its
applicable lending office to make BA Rate Loans or to continue to fund or
maintain BA Rate Loans, then, on notice thereof and demand therefor by such
Lender to the Borrower through the Administrative Agent, the obligation of such
Lender to make or to continue BA Rate Loans shall be suspended as provided in clause
(c) below until such Lender shall, through the Administrative Agent, notify
the Borrower that it has determined that it may lawfully make BA Rate Loans.


10.15.3  Effect of Suspension.  If the obligation of any Lender to make or to
continue BA Rate Loans is suspended, (A) the obligation of such Lender to
convert Index Rate Loans into BA Rate Loans shall be suspended, (B) such Lender
shall make a Index Rate Loan at any time such Lender would otherwise be
obligated to make a BA Rate Loan, (C) the Borrower may revoke any pending
Notice of Borrowing or Notice of Conversion or Continuation to make or continue
any BA Rate Loan or to convert any Index Rate Loan into a BA Rate Loan and (D)
each BA Rate Loan of such Lender shall automatically and immediately (or, in
the case of any suspension pursuant to clause (a) above, on the last day
of the current BA Period thereof) be converted into a Index Rate Loan.


10.16      Breakage Costs; Increased
Costs; Capital Requirements.


(a)           Breakage Costs.  The Borrower shall compensate each Lender,
upon demand from such Lender to such Borrower (with copy to the Administrative
Agent), for all Liabilities (including, in each case, those incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such
Lender to



 47
 






 



prepare to fund, to fund or
to maintain the BA Rate Loans of such Lender to the Borrower but excluding any
loss of the Applicable Margin on the relevant Loans) that such Lender may incur
(A) to the extent, for any reason other than solely by reason of such Lender
being a Non-Funding Lender, a proposed Borrowing, conversion into or
continuation of BA Rate Loans does not occur on a date specified therefor in a
Notice of Borrowing or a Notice of Conversion or Continuation or in a similar
request made by telephone by the Borrower, (B) to the extent any BA Rate Loan
is paid (whether through a scheduled, optional or mandatory prepayment) or
converted to a Index Rate Loan (including because of Section 2.15)
on a date that is not the last day of the applicable BA Period or (C) as a
consequence of any failure by the Borrower to repay BA Rate Loans when required
by the terms hereof.  For purposes of
this clause (a), each Lender shall be deemed to have actually funded its
relevant BA Rate Loan through the purchase of a deposit bearing interest at the
BA Rate in an amount equal to the amount of that BA Rate Loan and having a
maturity comparable to the relevant BA Period; provided, that each Lender may
fund each of its BA Rate Loans in any manner its sees fit, and the foregoing
assumption shall be utilized only for the calculation of amounts payable under
this Section.


(b)           Increased Costs.  If at any time any Lender determines that,
after the date hereof, the adoption of, or any change in or in the
interpretation, application or administration of, or compliance with, any
Requirement of Law from any Governmental Authority shall have the effect of (i)
increasing the cost to such Lender of making, funding or maintaining any Loan or
to agree to do so or of participating, or agreeing to participate, in
extensions of credit or (ii) imposing any other cost to such Lender with
respect to compliance with its obligations under any Loan Document, then, upon
demand by such Lender (with copy to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender amounts
sufficient to compensate such Lender for such increased cost.


(c)           Increased Capital
Requirements.  If at any
time any Lender determines that, after the date hereof, the adoption of, or any
change in or in the interpretation, application or administration of, or
compliance with, any Requirement of Law from any Governmental Authority
regarding capital adequacy, reserves, special deposits, compulsory loans,
insurance charges against property of, deposits with or for the account of,
Obligations owing to, or other credit extended or participated in by any Lender
or any similar requirement shall have the effect of reducing the rate of return
on the capital of such Lender’s (or any corporation controlling such Lender) as
a consequence of its obligations under or with respect to any Loan Document to
a level below that which, taking into account the capital adequacy policies of
such Lender or corporation, such Lender or corporation could have achieved but
for such adoption or change, then, upon demand from time to time by such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall
pay to the Administrative Agent for the account of such Lender amounts
sufficient to compensate such Lender for such reduction.



 48
 






 



(d)           Compensation Certificate.  Each demand for compensation under this Section 2.16
shall be accompanied by a certificate of the Lender claiming such compensation,
setting forth the amounts to be paid hereunder, which certificate shall be
conclusive, binding and final for all purposes, absent demonstrable error.  In determining such amount, such Lender may
use any reasonable averaging and attribution methods.


10.17      Taxes.


(a)           Payments Free and Clear of
Taxes.  Except as otherwise provided
in this Section 2.17, each payment by any Loan Party to a Secured
Party under any Loan Document shall be made free and clear of all present or
future taxes, levies, imposts, deductions, charges or withholdings and all
liabilities with respect thereto (and without deduction for any of them)
(collectively, but excluding Excluded Taxes as defined below, the “Taxes”)
other than for taxes (“Excluded Taxes”) measured by net income
(including branch profits taxes) or capital and franchise taxes imposed in lieu
of net income taxes, in each case imposed on any Secured Party as a result of a
present or former connection between such Secured Party and the jurisdiction of
the Governmental Authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than such connection arising solely
from any Secured Party having executed, delivered or performed its obligations
or received a payment under, or enforced, any Loan Document).


(b)           Gross-Up.  If any Taxes shall be required by law to be
deducted from or in respect of any amount payable under any Loan Document
(other than any Secured Hedging Document) to any Secured Party (i) such amount
shall be increased as necessary to ensure that, after all required deductions
for Taxes are made (including deductions applicable to any increases to any
amount under this Section 2.17), such Secured Party receives the
amount it would have received had no such deductions been made, (ii) the
relevant Loan Party shall make such deductions, (iii) the relevant Loan Party
shall timely pay the full amount deducted to the relevant taxing authority or
other authority in accordance with applicable Requirements of Law and
(iv) within 30 days after such payment is made, the relevant Loan Party
shall deliver to the Administrative Agent an original or certified copy of a
receipt evidencing such payment; provided, however, that no such
increase shall be made with respect to, and no Loan Party shall be required to
indemnify any such Secured Party pursuant to clause (d) below for,
withholding taxes to the extent that the obligation to withhold amounts existed
on the date that such Secured Party became a “Secured Party” under this
Agreement in the capacity under which such Secured Party makes a claim under
this clause (b), except in each case to the extent such Secured Party is
a direct or indirect assignee (other than pursuant to Section 2.18
(Substitution of Lenders)) of any other Secured Party that was entitled,
at the time the assignment of such other Secured Party became effective, to
receive additional amounts under this clause (b).


(c)           Other Taxes.  In addition, the Borrower agrees to pay, and
authorizes the Administrative Agent to pay in its name, any stamp, documentary,
excise or property tax, charges or similar levies imposed by any applicable
Requirement of Law



 49
 






 



or Governmental Authority
and all Liabilities with respect thereto (including by reason of any delay in
payment thereof), in each case arising from the execution, delivery or
registration of, or otherwise with respect to, any Loan Document or any
transaction contemplated therein (collectively, “Other Taxes”).  The Administrative Agent may, without any
need for notice, demand or consent from the Borrower, make a Revolving Loan to
the Borrower in such amount, the proceeds of which shall be used by the
Administrative Agent in whole to make such payment.  Within 30 days after the date of any payment
of Taxes or Other Taxes by any Loan Party, the Borrower shall furnish to the
Administrative Agent, at its address referred to in Section 11.11,
the original or a certified copy of a receipt evidencing payment thereof.


(d)           Indemnification.  The Borrower shall reimburse and indemnify,
within 30 days after receipt of demand therefor (with copy to the
Administrative Agent), each Secured Party for all Taxes and Other Taxes
(including any Taxes and Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.17) paid by such Secured Party and any
Liabilities arising therefrom or with respect thereto, whether or not such
Taxes or Other Taxes were correctly or legally asserted.  A certificate of the Secured Party (or of the
Administrative Agent on behalf of such Secured Party) claiming any compensation
under this clause (d), setting forth the amounts to be paid thereunder
and delivered to the Borrower with copy to the Administrative Agent, shall be
conclusive, binding and final for all purposes, absent demonstrable error.  In determining such amount, the
Administrative Agent and such Secured Party may use any reasonable averaging
and attribution methods.


(e)           Mitigation.  Any Lender claiming any additional amounts
payable pursuant to this Section 2.17 shall, if requested by the
Borrower, use its reasonable efforts (consistent with its internal policies and
Requirements of Law) to change the jurisdiction of its lending office if such a
change would reduce any such additional amounts (or any similar amount that may
thereafter accrue) and would not, in the sole determination of such Lender, be
otherwise disadvantageous to such Lender.


(f)            [Intentionally Deleted].


10.18      Substitution of Lenders


(a)           Substitution Right.  In the event that any Lender that is not an
Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes
a claim under clause (b) (Increased Costs) or (c) (Increased
Capital Requirements) of Section 2.16, (ii) notifies the
Borrower pursuant to Section 2.15(b) (Illegality) that it
becomes illegal for such Lender to continue to fund or make any BA Rate Loan,
(iii) makes a claim for payment pursuant to Section 2.17(b) (Taxes),
(iv) becomes a Non-Funding Lender or (v) does not consent to any amendment,
waiver or consent to any Loan Document for which the consent of the Required
Lenders is obtained but that requires the consent of other Lenders, the
Borrower may either pay in full such Affected Lender with the consent of the
Administrative Agent or substitute for such Affected Lender any Lender or any
Affiliate or Approved Fund of any Lender or any other Person acceptable (which



 50
 






 



acceptance shall not be
unreasonably withheld or delayed) to the Administrative Agent (in each case, a “Substitute
Lender”).


(b)           Procedure.  To substitute such Affected Lender or pay in
full the Obligations owed to such Affected Lender, the Borrower shall deliver a
notice to the Administrative Agent and such Affected Lender.  The effectiveness of such payment or
substitution shall be subject to the delivery to the Administrative Agent by
the Borrower (or, as may be applicable in the case of a substitution, by the
Substitute Lender) of (i) payment for the account of such Affected Lender, of,
to the extent accrued through, and outstanding on, the effective date for such
payment or substitution, all Obligations owing to such Affected Lender
(including those that will be owed because of such payment and payment of any
amount that, after giving effect to the termination of the Commitment of such
Affected Lender, is required to be paid pursuant to Section 2.8(e)
(Excess Outstandings) and (iii) in the case of a substitution, (A)
payment of the assignment fee set forth in Section 11.2(c) and (B)
an assumption agreement in form and substance satisfactory to the
Administrative Agent whereby the Substitute Lender shall, among other things,
agree to be bound by the terms of the Loan Documents and assume the Commitment
of the Affected Lender.


(c)           Effectiveness.  Upon satisfaction of the conditions set forth
in clause (b) above, the Administrative Agent shall record such substitution or
payment in the Register, whereupon (i) in the case of any payment in full of
the Revolving Credit Facility, such Affected Lender’s Commitments shall be
terminated and (ii) in the case of any substitution, (A) the Affected Lender
shall sell and be relieved of, and the Substitute Lender shall purchase and
assume, all rights and claims of such Affected Lender under the Loan Documents
with respect to the Revolving Credit Facility, except that the Affected Lender
shall retain such rights expressly providing that they survive the repayment of
the Obligations and the termination of the Commitments, (B) the Substitute
Lender shall become a “Lender” hereunder having a Commitment in the Revolving
Credit Facility in the amount of such Affected Lender’s Commitment in the
Revolving Credit Facility and (C) the Affected Lender shall execute and deliver
to the Administrative Agent an Assignment to evidence such substitution and
deliver any Note in its possession with respect to the Revolving Credit
Facility; provided, however, that the failure of any Affected
Lender to execute any such Assignment or deliver any such Note shall not render
such sale and purchase (or the corresponding assignment) invalid.



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11


Conditions To Loans


11.1        Conditions Precedent to
Amendment and Restatement.


The obligation of each
Lender to amend and restate the Revolving Credit Facility as provided for
herein is subject to the satisfaction or due waiver of each of the following
conditions precedent on or before the Closing Date:


11.1.1     Certain Documents.  The Administrative Agent shall have received
on or prior to the Closing Date each of the following, each dated the Closing
Date unless otherwise agreed by the Administrative Agent, in form and substance
satisfactory to the Administrative Agent and each Lender:


11.1.1.A this Agreement duly executed by
the Borrower and, for the account of each Lender having requested the same by
notice to the Administrative Agent and the Borrower received by each at least 3
Business Days prior to the Closing Date (or such later date as may be agreed by
the Borrower), Notes conforming to the requirements set forth in Section 2.14(e);


11.1.1.B a Guaranty and Security
Agreement, duly executed by each Loan Party, together with (A) copies of PPSA,
UCC, Intellectual Property and other appropriate search reports and of all
effective prior filings listed therein, together with evidence of the
termination of such prior filings and other documents with respect to the
priority of the security interest of the Administrative Agent in the
Collateral, in each case as may be reasonably requested by the Administrative
Agent, (B) all documents representing all Securities being pledged pursuant to
such Guaranty and Security Agreements and related undated powers or
endorsements duly executed in blank (to the extent not already delivered to the
Administrative Agent) and (C) all Control Agreements that, in the reasonable
judgment of the Administrative Agent, are required for the Loan Parties to
comply with the Loan Documents as of the Closing Date, each duly executed by,
in addition to the applicable Loan Party, the applicable financial institution;


11.1.1.C duly executed favourable opinions
of counsel to the Loan Parties in Illinois, Ontario, Quebec and Nova Scotia,
each addressed to the Administrative Agent and the Lenders and addressing such
matters as the Administrative Agent may reasonably request;


11.1.1.D a copy of each Constituent
Document of each Loan Party that is on file with any Governmental Authority in
any jurisdiction, certified as of a recent date by such Governmental Authority,
together with, if applicable, certificates attesting to the good standing of
such Loan Party in such jurisdiction and each other jurisdiction where such
Loan Party is qualified to do business as a foreign entity or where such
qualification is necessary (and, if appropriate in any such jurisdiction,
related tax certificates);


11.1.1.E a certificate of the secretary or
other officer of each Loan Party in charge of maintaining books and records of
such Loan Party certifying as to (A) the names and signatures of each officer
of such Loan Party authorized to execute and deliver any Loan Document, (B) the
Constituent Documents of such Loan Party attached to such certificate are
complete and correct copies of such Constituent Documents as in effect on the
date of



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such
certification (or, for any such Constituent Document delivered pursuant to clause
(v) above, that there have been no changes from such Constituent Document
so delivered) and (C) the resolutions of such Loan Party’s board of directors
or other appropriate governing body approving and authorizing the execution,
delivery and performance of each Loan Document to which such Loan Party is a party;


11.1.1.F a certificate of a Responsible
Officer of the Borrower on behalf of the Borrower to the effect that (A) each
condition set forth in Section 3.2(b) has been satisfied and
(B) both the Loan Parties taken as a whole and the Borrower are Solvent
after giving effect to the initial Loans, the consummation of the Related
Transactions, the application of the proceeds thereof in accordance with Section 7.9
and the payment of all estimated legal, accounting and other fees and expenses
related hereto and thereto and (C) attached thereto is a complete and correct
copy of the US Facility Credit Agreement;


11.1.1.G insurance certificates in form
and substance satisfactory to the Administrative Agent demonstrating that the
insurance policies required by Section 7.5 are in full force and
effect and have all endorsements required by such Section 7.5; and


11.1.1.H such other documents and
information as any Lender through the Administrative Agent may reasonably
request.


11.1.2     Fee and Expenses.  There shall have been paid to the
Administrative Agent, for the account of the Administrative Agent, its Related
Persons or any Lender, as the case may be, all fees and all reimbursements of
costs or expenses, in each case due and payable under any Loan Document on or before
the Closing Date.


11.1.3     Consents.  Each Group Member shall have received all
consents and authorizations required pursuant to any material Contractual
Obligation with any other Person and shall have obtained all Permits of, and
effected all notices to and filings with, any Governmental Authority, in each
case, as may be necessary in connection with the consummation of the
transactions contemplated in any Loan Document.


11.1.4     Related Transactions.  The Administrative Agent shall be satisfied
that the Related Transactions have been consummated in accordance with the US
Facility Loan Documents.


11.1.5     Loan Documents.  The Administrative Agent shall have received
on or before the Closing Date all of the agreements, documents, instruments and
other items set forth on the Closing Checklist attached hereto as Exhibit K,
each in form and substance reasonably satisfactory to the Administrative Agent;


11.1.6     Availability.  No Revolving Loans shall be advanced on the
Closing Date.


11.1.7     [Intentionally Deleted].


11.1.8     [Intentionally Deleted].


11.2        Conditions Precedent to
Each Loan.


The obligation of each
Lender on any date (including the Closing Date) to make any Loan is subject to
the satisfaction of each of the following conditions precedent:


11.2.1     Request.  The Administrative Agent shall have received,
to the extent required by



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Article II,
a written, timely and duly executed and completed Notice of Borrowing.


11.2.2     Representations and
Warranties; No Defaults.  The
following statements shall be true on such date, both before and after giving
effect to such Loan:  (i) the
representations and warranties set forth in any Loan Document shall be true and
correct in all material respects on and as of such date or, to the extent such
representations and warranties expressly relate to an earlier date, on and as
of such earlier date and (ii) no Default shall be continuing.


11.2.3     Additional Matters.  The Administrative Agent shall have received
such additional documents and information as any Lender, through the Administrative
Agent, may reasonably request.


The representations and
warranties set forth in any Notice of Borrowing (or any certificate delivered
in connection therewith) shall be deemed to be made again on and as of the date
of the relevant Loan and the acceptance of the proceeds thereof.


11.3        [Intentionally
Deleted].


11.4        Determinations of
Initial Borrowing Conditions.


For purposes of determining
compliance with the conditions specified in Section 3.1, each
Lender shall be deemed to be satisfied with each document and each other matter
required to be satisfactory to such Lender unless, prior to the Closing Date,
the Administrative Agent receives notice from such Lender specifying such
Lender’s objections and such Lender has not made available its Pro Rata Share
of any Borrowing scheduled to be made on the Closing Date.


12


Representations
and Warranties


To induce the Lenders and
the Administrative Agent to enter into the Loan Documents, the Borrower (and,
to the extent set forth in any other Loan Document, each other Loan Party)
represents and warrants to each of them each of the following on and as of each
date applicable pursuant to Section 3.2:


12.1        Corporate Existence;
Compliance with Law.


Each Group Member (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) is duly qualified to do business as a
foreign entity and in good standing under the laws of each jurisdiction where
such qualification is necessary, except where the failure to be so qualified or
in good standing would not, in the aggregate, have a Material Adverse Effect,
(c) has all requisite power and authority and the legal right to own,
pledge, mortgage and operate its property, to lease or sublease any property it
operates under lease or sublease and to conduct its business as now or
currently proposed to be conducted, (d) is in compliance with its Constituent
Documents, (e) is in compliance with all applicable Requirements of



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Law except where the failure
to be in compliance would not have a Material Adverse Effect and (f) has all
necessary Permits from or by, has made all necessary filings with, and has
given all necessary notices to, each Governmental Authority having
jurisdiction, to the extent required for such ownership, lease, sublease,
operation, occupation or conduct of business, except where the failure to
obtain such Permits, make such filings or give such notices would not, in the
aggregate, have a Material Adverse Effect.


12.2        Loan Documents.


(a)           Power and Authority.  The execution, delivery and performance by
each Loan Party of the Loan Documents and US Facility Loan Documents to which
it is a party and the consummation of the Related Transactions and other
transactions contemplated therein (i) are within such Loan Party’s corporate or
similar powers and, at the time of execution thereof, have been duly authorized
by all necessary corporate and similar action (including, if applicable,
consent of holders of its Securities), (ii) do not (A) contravene such Loan
Party’s Constituent Documents, (B) violate any applicable Requirement of Law,
(C) conflict with, contravene, constitute a default or breach under, or
result in or permit the termination or acceleration of, any material
Contractual Obligation of any Loan Party or any of its Subsidiaries (including
any other US Facility Loan Documents or Loan Documents) other than those that
would not, in the aggregate, have a Material Adverse Effect and are not created
or caused by, or a conflict, breach, default or termination or acceleration
event under, any Loan Document or (D) result in the imposition of any Lien
(other than a Permitted Lien) upon any property of any Loan Party or any of its
Subsidiaries and (iii) do not require any Permit of, or filing with, any
Governmental Authority or any consent of, or notice to, any Person, other than
(A) with respect to the Loan Documents, the filings required to perfect the
Liens created by the Loan Documents, (B) those listed on Schedule 4.2
and that have been, or will be prior to the Closing Date, obtained or made,
copies of which have been, or will be prior to the Closing Date, delivered to
the Administrative Agent, and each of which on the Closing Date will be in full
force and effect.


(b)           Due Execution and Delivery.  From and after its delivery to the
Administrative Agent, each Loan Document and Related Document has been duly
executed and delivered to the other parties thereto by each Loan Party party
thereto, is the legal, valid and binding obligation of such Loan Party and is
enforceable against such Loan Party in accordance with its terms.


12.3        Ownership of Group
Members.


Set forth on Schedule 4.3
is a complete and accurate list showing, as of the Closing Date, for each Group
Member and each Subsidiary of any Group Member and each joint venture of any of
them, its jurisdiction of organization, the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the Closing Date
and the number and percentage of the outstanding shares of each such class
owned (directly or indirectly) by Beacon US or Holdings.  All outstanding Stock of each of them has
been validly issued, is fully paid and non-assessable (to the extent
applicable) and, 



 55
 






 



except in the case of
Holdings, is owned beneficially and of record by a Group Member (or, in the
case of Beacon US, by Holdings) free and clear of all Liens other than the
security interests created by the Loan Documents and, in the case of joint
ventures, Permitted Liens.  There are no
Stock Equivalents with respect to the Stock of any Group Member (other than
Holdings) or any Subsidiary of any Group Member or any joint venture of any of
them and, as of the Closing Date, except as set forth on Schedule 4.3,
there are no Stock Equivalents with respect to the Stock of Holdings.  There are no Contractual Obligations or other
understandings to which any Group Member, any Subsidiary of any Group Member or
any joint venture of any of them is a party with respect to (including any
restriction on) the issuance, voting, Sale or pledge of any Stock or Stock
Equivalent of any Group Member or any such Subsidiary or joint venture.


12.4        Financial Statements.


(a)           Each of (i) the audited
Consolidated balance sheet of Holdings as at September 24, 2005 and the
related Consolidated statements of income, retained earnings and cash flows of
Holdings for the Fiscal Year then ended, certified by Ernst & Young, and
(ii) subject to the absence of footnote disclosure and normal recurring
year-end audit adjustments, the unaudited Consolidated balance sheets of Holdings
as at August 31, 2006 and the related Consolidated statements of income,
retained earnings and cash flows of Holdings for the 11 months then ended,
copies of each of which have been furnished to the Administrative Agent, fairly
present in all material respects the Consolidated financial position, results
of operations and cash flow of Holdings as at the dates indicated and for the
periods indicated in accordance with GAAP.


(b)           On the Closing Date, (i)
none of Holding or its Subsidiaries has any material liability or other
obligation (including Indebtedness, Guaranty Obligations, contingent
liabilities and liabilities for taxes, long-term leases and unusual forward or
long-term commitments) that is not reflected in the Financial Statements
referred to in clause (a) above or in the notes thereto and not
otherwise permitted by this Agreement and (ii) since the date of the unaudited
Financial Statements referenced in clause (a)(ii) above, there has been
no Sale of any material property of Holdings and its Subsidiaries and no
purchase or other acquisition of any material property.


(c)           The Initial Projections have
been prepared by the Borrower in light of the past operations of the business
of Holdings and its Subsidiaries and reflect projections for the 7 year period
beginning on October 1, 2006 on a quarterly basis for
the first year and on a year by year basis thereafter.  As of the Closing Date, the Initial
Projections are based upon estimates and assumptions stated therein, all of
which the Borrower believes to be reasonable and fair in light of conditions
and facts known to the Borrower as of the Closing Date and reflect the good
faith, reasonable and fair estimates by the Borrower of the future Consolidated
financial performance of Holdings and the other information projected therein
for the periods set forth therein.


(d)           The unaudited Consolidated
balance sheet of Holdings (the “Pro Forma Balance Sheet”) delivered to
the Administrative Agent prior to the date hereof, has



 56
 






 



been prepared as of
September 30, 2006 and reflects as of such
date, on a Pro Forma Basis for the transactions contemplated herein to occur on
the Closing Date, the Consolidated financial condition of Holdings, and the
assumptions expressed therein are reasonable based on the information available
to Holdings and the Borrower at such date and on the Closing Date.


12.5        Material Adverse
Effect.


Since September 24, 2005,
there have been no events, circumstances, developments or other changes in
facts that would, in the aggregate, have a Material Adverse Effect.


12.6        Solvency.


Both before and after giving
effect to (a) the Loans on or prior to the date this representation and
warranty is made, (b) the disbursement of the proceeds of such Loans, (c) the
consummation of the Related Transactions and (d) the payment and accrual of all
transaction costs in connection with the foregoing, both the Loan Parties taken
as a whole and the Borrower are Solvent.


12.7        Litigation.


There are no pending (or, to
the knowledge of any Group Member, threatened) actions, investigations, suits,
proceedings, audits, claims, demands, orders or disputes affecting Beacon US or
any of its Subsidiaries with, by or before any Governmental Authority other
than those that cannot reasonably be expected to affect the Obligations, the
Loan Documents, the Related Documents, the Related Transactions and the other
transactions contemplated therein and would not, in the aggregate, have a
Material Adverse Effect.


12.8        Taxes.


All federal, provincial,
state, local and foreign income and franchise and other material tax returns,
reports and statements (collectively, the “Tax Returns”) required to be
filed by any Tax Affiliate have been filed with the appropriate Governmental
Authorities in all jurisdictions in which such Tax Returns are required to be
filed, all such Tax Returns are true and correct in all material respects, and
all taxes, charges and other impositions reflected therein or otherwise due and
payable have been paid prior to the date on which any Liability may be added
thereto for non-payment thereof except for those contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves
are maintained on the books of the appropriate Tax Affiliate in accordance with
GAAP.  Except as disclosed on Schedule
4.8, as of the Closing Date, no Tax Return is under audit or examination by
any Governmental Authority and no notice of such an audit or examination or any
assertion of any claim for Taxes has been given or made by any Governmental
Authority.  Proper and accurate amounts
have been withheld by each Tax Affiliate from their respective



 57
 






 



employees for all periods in
full and complete compliance with the tax, social security and unemployment
withholding provisions of applicable Requirements of Law and such withholdings
have been timely paid to the respective Governmental Authorities.  No Tax Affiliate has participated in a “reportable
transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)
or has been a member of an affiliated, combined or unitary group other than the
group of which a Tax Affiliate is the common parent.


12.9        Margin Regulations.


The Borrower is not engaged
in the business of extending credit for the purpose of, and no proceeds of any
Loan or other extensions of credit hereunder will be used for the purpose of,
buying or carrying margin stock (within the meaning of Regulation U of the
Federal Reserve Board) or extending credit to others for the purpose of
purchasing or carrying any such margin stock, in each case in contravention of
Regulation T, U or X of the Federal Reserve Board.


12.10      No Burdensome
Obligations; No Defaults.


No Group Member is a party
to any Contractual Obligation, no Group Member has Constituent Documents
containing obligations, and, to the knowledge of any Group Member, there are no
applicable Requirements of Law, in each case the compliance with which would
have, in the aggregate, a Material Adverse Effect.  No Group Member (and, to the knowledge of
each Group Member, no other party thereto) is in default under or with respect
to any Contractual Obligation of any Group Member, other than those that would
not, in the aggregate, have a Material Adverse Effect.


12.11      Investment Company Act;
Public Utility Holding Company Act.


No Group Member is (a) an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company”, as such terms are defined in the Investment
Company Act of 1940 or (b) a “holding company” or an “affiliate” of a “holding
company” or a “subsidiary company” of a “holding company”, as each such term is
defined and used in the Public Utility Holding Company Act of 1935.


12.12      Labour Matters.


There are no strikes, work
stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any
Group Member, threatened) against or involving any Group Member, except, for
those that would not, in the aggregate, have a Material Adverse Effect.  Except as set forth on Schedule 4.12,
as of the Closing Date, (a) there is no collective bargaining or similar
agreement with any union, labour organization, works council or similar
representative covering any employee of any Group Member, (b) no petition for
certification or election of any such representative is existing or pending
with respect to any employee of any Group Member and (c) no such representative
has sought certification or recognition with respect to any employee of any
Group Member.



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12.13      Canadian Pension Plans;
ERISA.


Except as specifically
disclosed in Schedule 4.13, each Canadian Pension Plan is duly
registered under the ITA and all other applicable laws which require
registration and no event has occurred which is reasonably likely to cause the
loss of such registered status; all material obligations of each Loan Party
(including fiduciary, funding, investment and administration obligations)
required to be performed in connection with the Canadian Pension Plans and the
funding agreements therefor have been performed in a timely fashion; there have
been no improper withdrawals or applications of the assets of the Canadian
Pension Plans or the Canadian Benefit Plans; there are no outstanding disputes
concerning the assets of the Canadian Pension Plans or the Canadian Benefit
Plans; and each of the Canadian Pension Plans is fully funded on a solvency
basis (using actuarial methods and assumptions which are consistent with the
valuations last filed with the applicable governmental authorities, agency or
instrumentality and which are consistent with generally accepted actuarial
principles).  Each Loan Party, after
diligent inquiry, has neither any knowledge, nor any grounds for believing,
that any of the Canadian Pension Plans or Canadian Benefit Plans are the
subject of an investigation, any other proceeding, an action or a claim.  There exists no state of facts which after
notice or lapse of time or both could reasonably be expected to give rise to
any such proceeding, action or claim.


Schedule 4.13 sets forth, as
of the Closing Date, a complete and correct list of, and that separately identifies,
(a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material
Benefit Plans.  Each Benefit Plan, and
each trust thereunder, intended to qualify for tax exempt status under Section
401 or 501 of the Code or other Requirements of Law so qualifies.  Except for those that would not, in the
aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in
compliance with applicable provisions of ERISA, the Code and other Requirements
of Law, (y) there are no existing or pending (or to the knowledge of any Group
Member, threatened) claims (other than routine claims for benefits in the
normal course), sanctions, actions, lawsuits or other proceedings or
investigation involving any Benefit Plan to which any Group Member incurs or
otherwise has or could have an obligation or any Liability and (z) no ERISA
Event is reasonably expected to occur. 
On the Closing Date, no ERISA Event has occurred in connection with
which obligations and liabilities (contingent or otherwise) remain
outstanding.  No ERISA Affiliate would
have any Withdrawal Liability as a result of a complete withdrawal from any
Multiemployer Plan on the date this representation is made.


12.14      Environmental Matters.


Except as set forth on Schedule 4.14,
(a) the operations of each Group Member are and have been in compliance with
all applicable Environmental Laws, including obtaining, maintaining and
complying with all Permits required by any applicable Environmental Law, other
than non-compliances that, in the aggregate, would not have a reasonable
likelihood of resulting in Material Environmental Liabilities, (b) no Group
Member is party to, and no Group Member and no real property currently (or to
the knowledge of any Group Member previously) owned, leased, subleased,
operated or



 59
 






 



otherwise occupied by or for
any Group Member is subject to or the subject of, any Contractual Obligation or
any pending (or, to the knowledge of any Group Member, threatened) order,
action, investigation, suit, proceeding, audit, claim, demand, dispute or notice
of violation or of potential liability or similar notice under or pursuant to
any Environmental Law other than those that, in the aggregate, are not
reasonably likely to result in Material Environmental Liabilities, (c) no Lien
in favour of any Governmental Authority securing, in whole or in part,
Environmental Liabilities has attached to any property of any Group Member and,
to the knowledge of any Group Member, no facts, circumstances or conditions
exist that could reasonably be expected to result in any such Lien attaching to
any such property, (d) no Group Member has caused or suffered to occur a
Release of Hazardous Materials at, to or from any real property of any Group
Member and each such real property is free of contamination by any Hazardous Materials
except for such Release or contamination that could not reasonably be expected
to result, in the aggregate, in Material Environmental Liabilities, (e) no
Group Member (i) is or has been engaged in, or has permitted any current or
former tenant to engage in, operations, or (ii) knows of any facts,
circumstances or conditions, including receipt of any information request or
notice of potential responsibility under CERCLA or similar Environmental Laws,
that, in the aggregate, would have a reasonable likelihood of resulting in
Material Environmental Liabilities and (f) each Group Member has made available
to the Administrative Agent copies of all material environmental reports,
reviews and audits and all material documents pertaining to actual or potential
Environmental Liabilities, in each case to the extent such reports, reviews,
audits and documents are in their possession, custody or control.


12.15      Intellectual Property.


Each Group Member owns or
licenses all Intellectual Property that is necessary for the operations of its
businesses.  To the knowledge of each
Group Member, (a) the conduct and operations of the businesses of each Group
Member does not infringe, misappropriate, dilute, violate or otherwise impair
any Intellectual Property owned by any other Person and (b) no other Person has
contested any right, title or interest of any Group Member in, or relating to,
any Intellectual Property, other than, in each case, as cannot reasonably be
expected to affect the Loan Documents and the transactions contemplated therein
and would not, in the aggregate, have a Material Adverse Effect.  In addition, (x) there are no pending
(or, to the knowledge of any Group Member, threatened) actions, investigations,
suits, proceedings, audits, claims, demands, orders or disputes affecting any
Group Member with respect to, (y) no judgment or order regarding any such claim
has been rendered by any competent Governmental Authority, no settlement
agreement or similar Contractual Obligation has been entered into by any Group
Member, with respect to and (z) no Group Member knows or has any reason to know
of any valid basis for any claim based on, any such infringement,
misappropriation, dilution, violation or impairment or contest, other than, in
each case, as cannot reasonably be expected to affect the Loan Documents and
the transactions contemplated therein and would not, in the aggregate, have a
Material Adverse Effect.



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12.16      Title; Real Property.


(a)           Each Group Member has good
and marketable fee simple title to all owned real property and valid leasehold
interests in all leased real property, and owns all personal property, in each
case that is purported to be owned or leased by it, including those reflected
on the most recent Financial Statements delivered by the Borrower, and none of
such property is subject to any Lien except Permitted Liens.


(b)           Set forth on Schedule 4.16
is, as of the Closing Date, (i) a complete and accurate list of all real
property owned in fee simple by any Group Member or in which any Group Member
owns a leasehold interest setting forth, for each such real property, the
current street address (including, where applicable, county, state, provincial,
municipal and other relevant jurisdictions), the record owner thereof (for
owned property) and, where applicable, each lessee and sublessee thereof, (ii)
any lease, sublease, license or sublicense of such real property by any Group
Member and (iii) for each such real property that the Administrative Agent has
requested be subject to a Mortgage or that is otherwise material to the
business of any Group Member, each Contractual Obligation by any Group Member,
whether contingent or otherwise, to Sell such real property.


12.17      Full Disclosure.


The information prepared or
furnished by or on behalf of any Group Member in connection with any Loan
Document or Related Document (including the information contained in any
Financial Statement or Disclosure Document) or the consummation of any Related
Transaction or any other transaction contemplated therein, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein, in light of the circumstances when
made, not misleading; provided, however, that projections contained therein are
not to be viewed as factual and that actual results during the periods covered
thereby may differ from the results set forth in such projections by a material
amount.  All projections that are part of
such information (including those set forth in any Projections delivered
subsequent to the Closing Date) are based upon good faith estimates and stated
assumptions believed to be reasonable and fair as of the date made in light of
conditions and facts then known and, as of such date, reflect good faith,
reasonable and fair estimates of the information projected for the periods set
forth therein.  All facts known to any
Group Member and material to an understanding of the financial condition,
business, property or prospects of the Group Member taken as one enterprise have
been disclosed to the Lenders.


13


[INTENTIONALLY DELETED]


14



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Reporting
Covenants


The Borrower (and, to the
extent set forth in any other Loan Document, each other Loan Party) agrees with
the Lenders and the Administrative Agent to each of the following, as long as
any Obligation or any Commitment remains outstanding:


14.1        Financial Statements.


The Borrower shall deliver
to the Administrative Agent (for delivery by the Administrative Agent to the
Lenders) each of the following:


14.1.1     Quarterly Reports.  As soon as available, and in any event within
45 days after the end of each of the first three Fiscal Quarters of each Fiscal
Year, the unaudited Consolidated and consolidating balance sheets of Holdings
as of the close of such Fiscal Quarter and related Consolidated statements of
income and cash flow for such Fiscal Quarter and that portion of the Fiscal
Year ending as of the close of such Fiscal Quarter, setting forth in
comparative form the figures for the corresponding period in the prior Fiscal
Year and the figures contained in the latest Projections, in each case
certified by a Responsible Officer of the Borrower as fairly presenting in all
material respects the Consolidated financial position, results of operations
and cash flow of Holdings as at the dates indicated and for the periods
indicated in accordance with GAAP (subject to the absence of footnote
disclosure and normal year-end audit adjustments), together with a calculation
of Consolidated EBITDA for such Fiscal Quarter.


14.1.2     Annual Reports.  As soon as available, and in any event within
90 days after the end of each Fiscal Year, the Consolidated and consolidating
balance sheets of Holdings as of the end of such year and related Consolidated
and consolidating statements of income, stockholders’ equity and cash flow for
such Fiscal Year, each prepared in accordance with GAAP, together with (i) a
certification by the Group Members’ Accountants that (1) such Consolidated
Financial Statements fairly present in all material respects the Consolidated
financial position, results of operations and cash flow of Holdings as at the
dates indicated and for the periods indicated therein in accordance with GAAP
without qualification as to the scope of the audit or as to going concern and
without any other similar qualification and (2) in the course of the regular
audit of the businesses of the Group Members, which audit was conducted in
accordance with the standards of the United States’ Public Company Accounting
Oversight Board (or any successor entity), such Group Members’ Accountants have
obtained no knowledge that a Default in respect of any financial covenant
contained in Article V is continuing or, if in the opinion of the
Group Members’ Accountants such a Default is continuing, a statement as to the
nature thereof and (ii) a calculation of Consolidated EBITDA for such Fiscal
Year.


14.1.3     Compliance Certificate.  Together with each delivery of any Financial
Statement pursuant to clause (a) or (b) above, a Compliance
Certificate duly executed on behalf of the Borrower by a Responsible Officer of
the Borrower that, among other things, states that no Default is continuing as
of the date of delivery of such Compliance Certificate or, if a Default is
continuing, states the nature thereof and the action that the Borrower proposes
to take with respect thereto.


14.1.4     Corporate Chart and Other
Collateral Updates.  As part of the
Compliance Certificate delivered pursuant to clause (c) above, each in form
and substance satisfactory



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to
the Administrative Agent, a certificate executed on behalf of the Borrower by a
Responsible Officer of the Borrower that (i) the Corporate Chart attached
thereto (or the last Corporate Chart delivered pursuant to this clause (d))
is correct and complete as of the date of such Compliance Certificate, (ii) the
Loan Parties have delivered all documents (including updated schedules as to
locations of Collateral and acquisition of Intellectual Property or real
property) they are required to deliver pursuant to any Loan Document on or
prior to the date of delivery of such Compliance Certificate and
(iii) complete and correct copies of all documents modifying any term of
any Constituent Document of any Group Member or any Subsidiary or joint venture
thereof on or prior to the date of delivery of such Compliance Certificate have
been delivered to the Administrative Agent or are attached to such certificate.


14.1.5     Additional Projections.  As soon as available and in any event not
later than 45 days after the end of each Fiscal Year, any significant revisions
to, (i) the annual business plan of the Group Members for the Fiscal Year next
succeeding such Fiscal Year and (ii) forecasts prepared by management of
the Borrower (A) for each Fiscal Quarter in such next succeeding Fiscal Year
and (B) for each of the second and third succeeding Fiscal Years, in each case
including in such forecasts (x) a projected year-end Consolidated balance
sheet, income statement and statement of cash flows, (y) a statement of all of
the material assumptions on which such forecasts are based and
(z) substantially the same type of financial information as that contained
in the Initial Projections.


14.1.6     Management Discussion and
Analysis.  Together with each
delivery of any Compliance Certificate pursuant to clause (c) above, a
discussion and analysis of the financial condition and results of operations of
the Group Members for the portion of the Fiscal Year then elapsed and
discussing the reasons for any significant variations from the Projections for
such period and the figures for the corresponding period in the previous Fiscal
Year.


14.1.7     Intercompany Loan Balances.  Together with each delivery of any Compliance
Certificate pursuant to clause (c) above, a summary of the outstanding
balances of all intercompany Indebtedness as of the last day of the Fiscal
Quarter covered by such Financial Statement, certified as complete and correct
in all material respects by a Responsible Officer of the Borrower on behalf of
the Borrower as part of the Compliance Certificate delivered in connection with
such Financial Statements.


14.1.8     Audit Reports, Management
Letters, Etc.  Together with each
delivery of any Financial Statement for any Fiscal Year pursuant to clause
(b) above, copies of each management letter, audit report or similar letter
or report received by any Group Member from any independent registered
certified public accountant (including the Group Members’ Accountants) in
connection with such Financial Statements or any audit thereof, each certified
on behalf of the Borrower to be complete and correct copies by a Responsible
Officer of the Borrower as part of the Compliance Certificate delivered in
connection with such Financial Statements.


14.1.9     Insurance.  Together with each delivery of any Financial
Statement for any Fiscal Year pursuant to clause (b) above, each in form
and substance satisfactory to the Administrative Agent and certified on behalf
of the Borrower as complete and correct in all material respects by a
Responsible Officer of the Borrower as part of the Compliance Certificate
delivered in connection with such Financial Statements, a summary of all
material insurance coverage maintained as of the date thereof by any Group
Member,



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together
with such other related documents and information as the Administrative Agent
may reasonably require.


14.1.10  Canadian and Consolidated
Borrowing Base Certificates, Registers and Journals.  On the Closing Date and thereafter, within
five (5) Business Days after the last day of each month (provided that
(a) at any time during the months of January, February, March and April when
the sum of the Revolving Credit Outstandings plus the US Facility Revolving
Credit Outstandings (converted from US Dollars to an Equivalent Amount of
Dollars) exceeds the Consolidated Borrowing Base (calculated without giving
effect to the seasonal increase in the advance rate percentage) and (b) at all
times when Availability (as defined in the US Facility Credit Agreement) is
less than US$10,000,000, such delivery shall also be made on each Monday following
the end of the prior week), the Borrower shall deliver to the Administrative
Agent for the last Business Day of such period: (1) a Canadian Borrowing Base
Certificate for the Borrower and each Domestic Subsidiary Guarantor updated to
reflect the most recent sales and collections of each such Person and setting
forth the Canadian Borrowing Base of the Borrower together with a Consolidated
Borrowing Base Certificate setting forth the Consolidated Borrowing Base; (2)
an invoice register or sales journal (or a similar summary report satisfactory
to the Administrative Agent) describing all sales of the Borrower and each
Domestic Subsidiary Guarantor, in form and substance satisfactory to the
Administrative Agent, and, if the Administrative Agent so requests, copies of
invoices evidencing such sales and proofs of delivery relating thereto; (3) a
cash receipts journal (or a similar summary report satisfactory to the
Administrative Agent); (4) a credit memo journal (or a similar summary report
satisfactory to the Administrative Agent); and (5) an adjustment journal (or a
similar summary report satisfactory to the Administrative Agent), setting forth
all adjustments to the Borrower’s and the Domestic Subsidiary Guarantor’s
accounts receivable.  The Borrower shall
cause Beacon US to deliver to the Administrative Agent copies of all deliveries
required in Section 6.1(j) of the US Facility Credit Agreement
(including without limitation, a copy of the Beacon US Borrowing Base
Certificate expressed in Dollars), contemporaneously with providing such
deliveries to the US Facility Agent.


14.2        Other Events.


The Borrower shall give the
Administrative Agent notice of each of the following (which may be made by
telephone if promptly confirmed in writing) promptly after any Responsible
Officer of any Group Member knows of it: 
(a)(i) any Default and (ii) any event that would have a Material Adverse
Effect, specifying, in each case, the nature and anticipated effect thereof and
any action proposed to be taken in connection therewith, (b) the commencement
of, or any material developments in, any action, investigation, suit,
proceeding, audit, claim, demand, order or dispute with, by or before any
Governmental Authority affecting any Group Member or any property of any Group
Member that (i) seeks injunctive or similar relief, (ii) in the
reasonable judgment of the Borrower, exposes any Group Member to liability in
an aggregate amount in excess of US$5,000,000 or
(iii) if adversely determined would have a Material Adverse Effect and (d) the
acquisition of any material real property.



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14.3        Copies of Notices and
Reports.


The Borrower shall promptly
deliver to the Administrative Agent copies of each of the following:  (a) all reports that Holdings transmits to
its security holders generally, (b) all documents that any Group Member files
with the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc., any securities exchange or any Governmental Authority
exercising similar functions, and (c) all press releases not made available
directly to the general public.


14.4        Taxes.


The Borrower shall give the
Administrative Agent notice of each of the following (which may be made by
telephone if promptly confirmed in writing) promptly after any Responsible
Officer of any Group Member knows of it: 
(a) the creation, or filing with CRA, the IRS or any other Governmental
Authority, of any Contractual Obligation or other document extending, or having
the effect of extending, the period for assessment or collection of any taxes
with respect to any Tax Affiliate and (b) the creation of any Contractual
Obligation of any Tax Affiliate, or the receipt of any request directed to any
Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by
reason of a change in accounting method or otherwise, which would have a
Material Adverse Effect.


14.5        Labour Matters.


The Borrower shall give the
Administrative Agent notice of each of the following (which may be made by
telephone if promptly confirmed in writing), promptly after, and in any event
within 30 days after any Responsible Officer of any Group Member knows:  (a) the commencement of any material labour
dispute to which any Group Member is or may become a party, including any strikes,
lockouts or other disputes relating to any of such Person’s plants and other
facilities and (b) the incurrence by any Group Member of any Worker Adjustment
and Retraining Notification Act or related or similar liability incurred with
respect to the closing of any plant or other facility of any such Person (other
than, in the case of this clause (b), those that would not, in the
aggregate, have a Material Adverse Effect).


14.6        ERISA and Canadian
Pension Matters.


The Borrower shall give the
Administrative Agent (a) on or prior to any filing by any ERISA Affiliate
of any notice of intent to terminate any Title IV Plan, a copy of such
notice, (b) promptly, and in any event within 10 days, after any Responsible
Officer of any ERISA Affiliate knows or has reason to know that a request for a
minimum funding waiver under Section 412 of the Code has been filed with
respect to any Title IV Plan or Multiemployer Plan, a notice (which may be
made by telephone if promptly confirmed in writing) describing such waiver
request and any action that any ERISA Affiliate proposes to take with respect
thereto, together with a copy of any notice filed with the PBGC or the IRS
pertaining thereto and (c) promptly after receipt copies of all notices,
requests, subpoenas, inquiries or other writings received from any 



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Governmental Authority
concerning any Canadian Pension Plan or Canadian Benefit Plan.


14.7        Environmental Matters.


(a)           The Borrower shall provide
the Administrative Agent notice of each of the following (which may be made by
telephone if promptly confirmed by the Administrative Agent in writing)
promptly after any Responsible Officer of any Group Member knows or has reason
to know of it (and, upon reasonable request of the Administrative Agent,
documents and information in connection therewith):  (i)(A) unpermitted Releases, (B) the
receipt by any Group Member of any material notice of violation of or potential
liability or similar notice under any Environmental Law or (C) the commencement
of, or any material change to, any action, investigation, suit, proceeding,
audit, claim, demand, dispute alleging a violation of or liability under any
Environmental Law, that, for each of clauses (A), (B) and (C)
above (and, in the case of clause (C), if adversely determined), in
the aggregate for each such clause, could reasonably be expected to result in
Environmental Liabilities in excess of US$2,000,000, (ii) the receipt by any
Group Member of notification that any property of any Group Member is subject
to any Lien in favour of any Governmental Authority securing, in whole or in
part, Environmental Liabilities in excess of US$2,000,000 and (iii) any
proposed acquisition or lease of real property (except as part of any Permitted
Acquisition) if such acquisition or lease would have a reasonable likelihood of
resulting in aggregate Environmental Liabilities in excess of US$2,000,000.


(b)           Upon request of the
Administrative Agent, the Borrower shall provide the Administrative Agent a
report containing an update as to the status of any environmental, health or
safety compliance, hazard or liability issue identified in any document
delivered to any Secured Party pursuant to any Loan Document that the
Administrative Agent reasonably believes is likely to result in Material
Environmental Liabilities.



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14.8        Other Information.


The Borrower shall provide
the Administrative Agent with such other documents and information with respect
to the business, property, condition (financial or otherwise), legal, financial
or corporate or similar affairs or operations of any Group Member as the Administrative
Agent or such Lender through the Administrative Agent may from time to time
reasonably request.


15


Affirmative
Covenants


The Borrower (and, to the
extent set forth in any other Loan Document, each other Loan Party) agrees with
the Lenders and the Administrative Agent to each of the following, as long as
any Obligation or any Commitment remains outstanding:


15.1        Maintenance of
Corporate Existence.


Each Group Member shall
(a) preserve and maintain its legal existence, except in the consummation
of transactions expressly permitted by Sections 8.4 and 8.7, and
(b) preserve and maintain it rights (charter and statutory), privileges
franchises and Permits necessary or desirable in the conduct of its business,
except, in the case of this clause (b), where the failure to do so would
not, in the aggregate, have a Material Adverse Effect.


15.2        Compliance with Laws,
Etc.


Each Group Member shall
comply with all applicable Requirements of Law, Contractual Obligations and
Permits, except for such failures to comply that would not, in the aggregate,
have a Material Adverse Effect.


15.3        Payment of Obligations.


Each Group Member shall pay
or discharge before they become delinquent (a) all material claims, taxes,
assessments, charges and levies imposed by any Governmental Authority and (b)
all other lawful claims that if unpaid would, by the operation of applicable
Requirements of Law, become a Lien upon any property of any Group Member,
except, in each case, for those whose amount or validity is being contested in good
faith by proper proceedings diligently conducted and for which adequate
reserves are maintained on the books of the appropriate Group Member in
accordance with GAAP.



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15.4        Maintenance of
Property.


Each Group Member shall
maintain and preserve (a) in good working order and condition all of its
property necessary in the conduct of its business and (b) all rights, permits,
licenses, approvals and privileges (including all Permits) necessary, used or
useful, whether because of its ownership, lease, sublease or other operation or
occupation of property or other conduct of its business, and shall make all
necessary or appropriate filings with, and give all required notices to,
Government Authorities, except for such failures to maintain and preserve the
items set forth in clauses (a) and (b) above that would not, in the aggregate,
have a Material Adverse Effect.


15.5        Maintenance of
Insurance.


Each Group Member shall (a)
maintain or cause to be maintained in full force and effect all policies of
insurance of any kind with respect to the property and businesses of the Group
Members (including policies of life, fire, theft, product liability, public
liability, property damage, other casualty, employee fidelity, workers’
compensation, business interruption and employee health and welfare insurance)
with financially sound and reputable insurance companies or associations (in
each case that are not Affiliates of the Borrower) of a nature and providing
such coverage as is sufficient and as is customarily carried by businesses of
the size and character of the business of the Group Members and (b) cause
all such insurance relating to any property or business of any Loan Party to
name the Administrative Agent on behalf of the Secured Parties as additional
insured or loss payee, as appropriate, and to provide that no cancellation,
material addition in amount or material change in coverage shall be effective
until after 30 days’ notice thereof to the Administrative Agent.


15.6        Keeping of Books.


The Group Members shall keep
proper books of record and account, in which full, true and correct entries
shall be made in accordance with GAAP and all other applicable Requirements of
Law of all financial transactions and the assets and business of each Group
Member.


15.7        Access to Books and
Property; Field Exams.


Each Group Member shall
permit the Administrative Agent, as often as reasonably requested, at any
reasonable time during normal business hours and with reasonable advance notice
(except that, during the continuance of an Event of Default, no such notice
shall be required) to (a) visit and inspect the property of each Group Member
and examine and make copies of and abstracts from, the corporate (and similar),
financial, operating and other books and records of each Group Member, (b)
discuss the affairs, finances and accounts of each Group Member with any
officer or director of any Group Member and (c) communicate directly with any
registered certified public accountants (including the Group Members’
Accountants) of any Group Member.  Each
Group Member shall authorize their respective registered certified public
accountants (including the Group Members’ Accountants) to communicate directly
with the



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Administrative Agent and to
disclose to the Administrative Agent, the Lenders and their Related Persons all
financial statements and other documents and information as they might have and
the Administrative Agent reasonably requests with respect to any Group
Member.  Each Lender may, with the consent
of the Administrative Agent, which will not be unreasonably denied, accompany
the Administrative Agent on any such visit or inspection (at such Lender’s
expense).  Each Group Member shall permit
the Administrative Agent and any authorized representatives designated by the
Administrative Agent to conduct field examinations with respect to any of the
properties of such Group Member, from time to time, upon prior notice (in the
absence of an Event of Default) and at such reasonable times during normal
business hours and as often as may be reasonably requested; provided, however,
so long as no Default is continuing, the Administrative Agent shall not conduct
field examinations so long as Availability (as defined in the US Credit
Facility Agreement) exceeds US$25,000,000.


15.8        Environmental.


Each Group Member shall
comply with, and maintain its real property, whether owned, leased, subleased
or otherwise operated or occupied, in compliance with, all applicable
Environmental Laws (including by implementing any Remedial Action that is
required by orders and directives of any Governmental Authority) except for
failures to comply that would not, in the aggregate, have a Material Adverse
Effect.  Without limiting the foregoing,
if an Event of Default is continuing or if the Administrative Agent at any time
has a reasonable basis to believe that there exist violations of Environmental
Laws by any Group Member or that there exist any Environmental Liabilities, in
each case, that would have, in the aggregate, a Material Adverse Effect, then
each Group Member shall, promptly upon receipt of request from the
Administrative Agent, cause the performance of such environmental audits and
assessments, including subsurface sampling of soil and groundwater, and cause
the preparation of such reports, in each case as the Administrative Agent may
from time to time reasonably request. 
Such audits, assessments and reports shall be conducted and prepared by
reputable environmental consulting firms reasonably acceptable to the
Administrative Agent and shall be in form and substance reasonably acceptable
to the Administrative Agent.  If a Group
Member fails to cause any such environmental audit or assessment to be
performed within 30 days following the Administrative Agent’s request, such
Group Member shall allow the Administrative Agent to perform (or cause to be
performed) such environmental audit or assessment at any reasonable time and
with reasonable advance notice.


15.9        Use of Proceeds.


The proceeds of the Loans
shall be used by the Borrower (and, to the extent distributed to them by the
Borrower, each other Group Member) solely (a) to refinance and/or restate the
Indebtedness under the Existing Loan Agreement, (b) for the payment of
transaction costs, fees and expenses incurred in connection with the Loan
Documents and the transactions contemplated therein and (c) for working capital
and general corporate and similar purposes, including to fund Permitted
Acquisitions.



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15.10      Additional Collateral and
Guarantees.


To the extent not delivered
to the Administrative Agent on or before the Closing Date (including in respect
of after-acquired property and Persons that become Subsidiaries of any Loan
Party after the Closing Date), each Group Member shall, promptly, do each of
the following, unless otherwise agreed by the Administrative Agent:


15.10.1  deliver to the Administrative
Agent such modifications to the terms of the Loan Documents (or, to the extent
applicable as determined by the Administrative Agent, such other documents), in
each case in form and substance reasonably satisfactory to the Administrative
Agent and as the Administrative Agent deems necessary or advisable in order to
ensure the following:


(3)   (A) each Subsidiary of any Loan
Party that has entered into Guaranty Obligations with respect to any
Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan
Party shall guarantee, as primary obligor and not as surety, the payment of the
Obligations of the Borrower; and


(4)   each
Loan Party (including any Person required to become a Guarantor pursuant to clause
(i) above) shall effectively grant to the Administrative Agent, for the
benefit of the Secured Parties, a valid and enforceable security interest in
all of its property, including all of its Stock and Stock Equivalents and other
Securities, as security for the Obligations of such Loan Party;


provided, however,
that, unless the Borrower and the Administrative Agent otherwise agree, in no
event shall (x) any Excluded Foreign Subsidiary be required to guaranty the
payment of any Obligation, (y) the Loan Parties, individually or collectively,
be required to pledge in excess of 66% of the outstanding Voting Stock of any
Excluded Foreign Subsidiary or (z) a security interest be required to be
granted on any property of any Excluded Foreign Subsidiary as security for any
Obligation;


15.10.2  deliver to the Administrative
Agent all documents representing all Stock, Stock Equivalents and other
Securities pledged pursuant to the documents delivered pursuant to clause (a)
above, together with undated powers or endorsements duly executed in blank;


15.10.3  within 60 days following the
Closing Date, deliver to the Administrative Agent modifications to the
mortgages for each real property of the Loan Parties identified on Schedule
4.16 (except as may be agreed to by the Administrative Agent), together
with all Mortgage Supporting Documents relating thereto as may be requested by
the Administrative Agent;


15.10.4  upon request of the
Administrative Agent, deliver to it a Mortgage on any real property owned by
any Loan Party, together with all Mortgage Supporting Documents relating
thereto (or, if such real property or the real property subject to such lease
is located in a jurisdiction outside the United States, similar documents
reasonably deemed appropriate by the Administrative Agent to obtain the
equivalent in such jurisdiction of a first-priority mortgage on such real
property);


15.10.5  to take all other actions
requested by the Administrative Agent as necessary or advisable to ensure the
validity or continuing validity of any guarantee for any Obligation



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or
any Lien securing any Obligation, to perfect, maintain, evidence or enforce any
Lien securing any Obligation or to ensure such Liens have the same priority as
that of the Liens on similar Collateral set forth in the Loan Documents
executed on the Closing Date (or, for Collateral located outside Canada or the
United States, a similar priority acceptable to the Administrative Agent),
including the filing of PPSA and UCC financing statements in such jurisdictions
as may be required by the Loan Documents or applicable Requirements of Law or
as the Administrative Agent may otherwise reasonably request; and


15.10.6  deliver to the Administrative
Agent legal opinions relating to the matters described in this Section 7.10,
which opinions shall be as reasonably required by, and in form and substance
and from counsel reasonably satisfactory to, the Administrative Agent.


15.11      Deposit Accounts;
Securities Accounts and Cash Collateral Accounts.


(a)           Each Group Member (other
than Excluded Foreign Subsidiaries) shall (i) deposit all of its cash in
deposit accounts that are Controlled Deposit Accounts, provided, however, that
each Group Member may maintain zero-balance accounts for the purpose of
managing local disbursements and may maintain payroll, withholding tax and
other fiduciary accounts, (ii) deposit all of its Cash Equivalents in
securities accounts that are Controlled Securities Accounts, in each case
except for cash and Cash Equivalents the aggregate value of which does not exceed
US$7,500,000 at any time.


(b)           The Administrative Agent
shall not give an Activation Notice with respect to a Controlled Deposit
Account or Controlled Securities Account unless and until either (i) an Event
of Default occurs and is continuing or (ii) Excess Availability (as defined in
the US Credit Facility Agreement) is less than US$10,000,000 and, in the case
of this clause (ii), the Required Revolving Credit Lenders have directed that
such Activation Notice be given or have consented thereto.  Subject to the provisions of Section
2.12(c), all proceeds of Accounts and other sales of Inventory received by
the Administrative Agent as a result of delivering an Activation Notice shall
be applied to repay the outstanding Revolving Loans in accordance with Section
2.12(b).


(c)           The Administrative Agent
shall not have any responsibility for, or bear any risk of loss of, any
investment or income of any funds in any Cash Collateral Account.  From time to time after funds are deposited
in any Cash Collateral Account, the Administrative Agent may apply funds then
held in such Cash Collateral Account to the payment of Obligations in
accordance with Section 2.12. 
No Group Member and no Person claiming on behalf of or through any Group
Member shall have any right to demand payment of any funds held in any Cash
Collateral Account at any time prior to the termination of all Commitments and
the payment in full of all Obligations.



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16


 


Negative
Covenants


The Borrower (and, to the
extent set forth in any other Loan Document, each other Loan Party) agrees with
the Lenders and the Administrative Agent to each of the following, as long as
any Obligation or any Commitment remains outstanding:


16.1        Indebtedness.


No Group Member shall,
directly or indirectly, incur or otherwise remain liable with respect to or
responsible for, any Indebtedness except for the following:


16.1.1     the Obligations;


16.1.2     Indebtedness existing on the date hereof and
set forth on Schedule 8.1, together with any Permitted Refinancing
of any Indebtedness permitted hereunder in reliance upon this clause (b);


16.1.3     Indebtedness consisting of Capitalized
Lease Obligations (other than with respect to a lease entered into as part of a
Sale and Leaseback Transaction) and purchase money Indebtedness, in each case
incurred by any Group Member (other than Holdings) to finance the acquisition,
repair, improvement or construction of fixed or capital assets of such Group
Member, together with any Permitted Refinancing of any Indebtedness permitted
hereunder in reliance upon this clause (c); provided, however,
that (i) the aggregate outstanding principal amount of all such Indebtedness
does not exceed US$35,000,000 at any time and (ii) the principal amount of
such Indebtedness does not exceed the lower of the cost or fair market value of
the property so acquired or built or of such repairs or improvements financed,
whether directly or through a Permitted Refinancing, with such Indebtedness
(each measured at the time such acquisition, repair, improvement or
construction is made);


16.1.4     Capitalized Lease Obligations arising under
Sale and Leaseback Transactions permitted hereunder in reliance upon Section 8.4(b)(ii);


16.1.5     intercompany loans owing to any Group
Member and constituting Permitted Investments of such Group Member;


16.1.6     (i) obligations under Hedging Agreements
and Secured Hedging Documents entered into for the sole purpose of hedging in
the normal course of business and consistent with industry practices;


16.1.7     Guaranty Obligations of any Group Member
with respect to Indebtedness of any Group Member other than Holdings (other
than Indebtedness permitted hereunder in reliance upon clause (b) or (c)
above, for which Guaranty Obligations may be permitted to the extent set forth
in such clauses);


16.1.8     indebtedness of Beacon US pursuant to the
US Facility Loan Documents;


16.1.9     any unsecured Indebtedness of any Group
Member; provided, however, that the



  
  
  
  
  
  
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aggregate
outstanding principal amount of all such unsecured Indebtedness shall not
exceed US$5,000,000 at any time;


16.1.10  unsecured Indebtedness not to exceed
US$15,000,000 in the aggregate at any time outstanding which is subordinated to
the Obligations in a manner satisfactory to the Administrative Agent and the
Required Lenders;


16.1.11  unsecured Indebtedness of Holdings not to
exceed US$25,000,000 in the aggregate at any time outstanding incurred in
connection with any Permitted Acquisition; provided, however, that any such
Indebtedness shall (i) have a maturity date no earlier than ninety (90) days
after the Scheduled Maturity Date, (ii) shall be fully subordinated to the
Obligations in a manner reasonably satisfactory to Agent and (iii) be otherwise
issued pursuant to terms and conditions reasonably satisfactory to Agent; and


16.1.12  earn-out and similar payment obligations of
the Loan Parties arising in connection with a Permitted Acquisition and not
otherwise permitted hereunder, to the extent approved by the Administrative
Agent.


16.2        Liens.


No Group Member shall incur,
maintain or otherwise suffer to exist any Lien upon or with respect to any of
its property, whether now owned or hereafter acquired, or assign any right to
receive income or profits, except for the following:


16.2.1     Liens created pursuant to any Loan
Document;


16.2.2     Customary Permitted Liens of Group Members;


16.2.3     Liens existing on the date hereof and set
forth on Schedule 8.2;


16.2.4     Liens on the property of Beacon US or any
of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 8.1(c);
provided, however, that (i) such Liens exist prior to the
acquisition of, or attach substantially simultaneously with, or within 90 days
after, the acquisition, repair, improvement or construction of, such property
financed, whether directly or through a Permitted Refinancing, by such
Indebtedness and (ii) such Liens do not extend to any property of any
Group Member other than the property (and proceeds thereof) acquired or built, or
the improvements or repairs, financed, whether directly or through a Permitted
Refinancing, by such Indebtedness;


16.2.5     Liens on the property of Beacon US or any
of its Subsidiaries securing the Permitted Refinancing of any Indebtedness
secured by any Lien on such property permitted hereunder in reliance upon clause
(c) or (d) above or this clause (e) without any change in the
property subject to such Liens;


16.2.6     Liens created pursuant to the US Facility
Loan Documents; and


16.2.7     Liens on any property of Beacon US or any
of its Subsidiaries securing any of their Indebtedness or their other
liabilities; provided, however, that the aggregate outstanding
principal amount of all such Indebtedness and other liabilities shall not
exceed US$1,000,000 at any time.



  
  
  
  
  
  
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16.3        Investments.


No Group Member shall make
or maintain, directly or indirectly, any Investment except for the following:


16.3.1     Investments existing on the date hereof and
set forth on Schedule 8.3;


16.3.2     Investments in cash and Cash Equivalents;


16.3.3     (i) endorsements for collection or deposit
in the ordinary course of business consistent with past practice, (ii)
extensions of trade credit (other than to Affiliates of the Borrower) arising
or acquired in the ordinary course of business and (iii) Investments received
in settlements in the ordinary course of business of such extensions of trade
credit;


16.3.4     Investments made as part of a Permitted
Acquisition;


16.3.5     Investments by (i) Holdings in Beacon US,
(ii) any Loan Party (other than Holdings) in any other Loan Party (other than
Holdings), (iii) any Group Member that is not a Loan Party in any Group Member
(other than Holdings) or in any joint venture or (iv) any Loan Party
(other than Holdings) in any Group Member that is not a Loan Party or in any
joint venture; provided, however, that the aggregate outstanding
amount of all Investments permitted pursuant to this clause (iv) shall
not exceed US$1,000,000 at any time; and provided, further, that
any Investment consisting of loans or advances to any Loan Party pursuant to clause
(iii) above shall be subordinated in full to the payment of the Obligations
of such Loan Party on terms and conditions satisfactory to the Administrative
Agent;


16.3.6     (i) loans or advances to employees of any
Group Member to finance travel, entertainment and relocation expenses and other
ordinary business purposes in the ordinary course of business as presently
conducted; provided, however, that the aggregate outstanding
principal amount of all loans and advances permitted pursuant to this clause
(f) shall not exceed US$1,000,000 at any time and (ii) promissory notes of
employees issued to Holdings in consideration for shares of Stock issued by
Holdings to such employees in an aggregate outstanding amount not exceeding
US$1,000,000 at any time; and


16.3.7     any Investment by Beacon US or any of its
Subsidiaries; provided, however, that the aggregate outstanding
amount of all such Investments shall not exceed US$5,000,000 at any time.


16.4        Asset Sales.


No Group Member shall Sell
any of its property (other than cash) or issue shares of its own Stock, except
for the following:



  
  
  
  
  
  
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16.4.1     In each case to the extent entered into in
the ordinary course of business and made to a Person that is not an Affiliate
of the Borrower, (i) Sales of Cash Equivalents, inventory or property that has
become obsolete or worn out and (ii) non-exclusive licenses of Intellectual
Property;


16.4.2     (i) a true lease or sublease of real
property not constituting Indebtedness and not entered into as part of a Sale and
Leaseback Transaction and (ii) a Sale of property pursuant to a Sale and
Leaseback Transaction; provided, however, that the aggregate fair
market value (measured at the time of the applicable Sale) of all property
covered by any outstanding Sale and Leaseback Transaction at any time shall not
exceed US$5,000,000;


16.4.3     (i) any Sale of any property (other than
their own Stock or Stock Equivalents) by any Group Member (other than Holdings)
to any other Group Member (other than Holdings) to the extent any resulting
Investment constitutes a Permitted Investment, (ii) any Restricted Payment by
any Group Member (other than Holdings) permitted pursuant to Section 8.5
and (iii) any distribution by Holdings of the proceeds of Restricted Payments
from any other Group Member to the extent permitted in Section 8.5;


16.4.4     (i) any Sale or issuance by Holdings of its
own Stock, (ii) any Sale or issuance by Beacon US of its own Stock to Holdings,
(iii) any Sale or issuance by any Subsidiary of Beacon US of its own Stock to
any Group Member (other than Holdings), provided, however, that
the proportion of such Stock and of each class of such Stock (both on an
outstanding and fully-diluted basis) held by the Loan Parties (other than
Holdings), taken as a whole, does not change as a result of such Sale or
issuance and (iv) to the extent necessary to satisfy any Requirement of Law in
the jurisdiction of incorporation of any Subsidiary of Beacon US, any Sale or
issuance by such Subsidiary of its own Stock constituting directors’ qualifying
shares or nominal holdings; and


16.4.5     as long as no Default is continuing or
would result therefrom, any Sale of property (other than as part of a Sale and
Leaseback Transaction) of, or Sale or issuance of its own Stock by, any Group
Member (other than Holdings) for fair market value payable in cash upon such
sale; provided, however, that the aggregate consideration
received during any Fiscal Year for all such Sales shall not exceed
US$5,000,000.


16.5        Restricted
Payments.


No Group Member (other than
Holdings) shall directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Payment except for the following (and Holdings shall
not use the proceeds of any Restricted Payment made in reliance under clause
(c) below other than as set forth in such clause (c)):


16.5.1     (i) Restricted Payments (A) by any Group
Member (other than Holdings) that is a Loan Party to any Loan Party other than
Holdings and (B) by any Group Member that is not a Loan Party to any Group
Member other than Holdings and (ii) dividends and distributions by any
Subsidiary of Beacon US that is not a Loan Party to any holder of its Stock, to
the extent made to all such holders ratably according to their ownership
interests in such Stock;


16.5.2     dividends and distributions declared and
paid on the common Stock of any Group Member (other than Holdings) ratably to
the holders of such common Stock and payable only in common Stock of such Group
Member; and



  
  
  
  
  
  
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16.5.3     cash dividends on the Stock of Beacon US to
Holdings paid and declared solely for the purpose of funding the following:


(iv)          payments by Holdings in respect of taxes owing by
Holdings in respect of the other Group Members;


(v)           ordinary operating expenses of Holdings; provided,
however, that the amount of such cash dividends paid in any Fiscal Year
shall not exceed US$1,000,000 in the aggregate; and


(vi)          the redemption, purchase or other acquisition or
retirement for value by Holdings of its common Stock (or Stock Equivalents with
respect to its common Stock) from any present or former employee, director or
officer (or the assigns, estate, heirs or current or former spouses thereof) of
any Group Member upon the death, disability or termination of employment of
such employee, director or officer; provided, however, that the
amount of such cash dividends paid in any Fiscal Year shall not exceed
US$1,000,000 in the aggregate or (B) from any other Person; provided, however,
that the amount of such cash dividends paid in any Fiscal Year in reliance upon
this clause (B)shall not exceed US$1,000,000 in the aggregate;


provided, however,
that no action that would otherwise be permitted hereunder in reliance upon
this clause (c) (other than clause (i) or (ii) above)
shall be permitted if (A) a Default is then continuing or would result
therefrom or (B) such action is otherwise prohibited under any Loan
Document or under the terms of any Indebtedness (other than the Obligations) of
any Group Member.



  
  
  
  
  
  
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Section 4.22           Prepayment of Indebtedness.


No Group Member shall (x)
prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof any Indebtedness, (y) set apart any property for such purpose,
whether directly or indirectly and whether to a sinking fund, a similar fund or
otherwise, or (z) make any payment in violation of any subordination terms of
any Indebtedness; provided, however, that each Group Member may,
to the extent otherwise permitted by the Loan Documents, do each of the
following:


16.5.4     prepay the Obligations and the US Facility
Obligations;


16.5.5     prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof (or set apart any
property for such purpose) (A) in the case of any Group Member that is not a
Loan Party, any Indebtedness owing by such Group Member to any other Group
Member (other than Holdings) and (B) otherwise, any Indebtedness owing to any
Loan Party (other than Holdings); and


16.5.6     make regularly scheduled or otherwise
required repayments or redemptions of Indebtedness (other than Indebtedness
owing to any Affiliate of the Borrower) but only, in the case of Subordinated
Debt, to the extent permitted by the subordination provisions thereof.


Section
4.23           Fundamental
Changes.


No Group Member shall (a)
merge, consolidate or amalgamate with any Person, (b) acquire all or
substantially all of the Stock or Stock Equivalents of any Person or (c)
acquire any brand or all or substantially all of the assets of any Person or
all or substantially all of the assets constituting any line of business, division,
branch, operating division or other unit operation of any Person, in each case
except for the following:  (x) to
consummate any Permitted Acquisition, (y) the merger, consolidation or
amalgamation of any Subsidiary of Beacon US into any Loan Party and (z) the
merger, consolidation or amalgamation of any Group Member (other than Holdings)
for the sole purpose, and with the sole material effect, of changing its State
of organization within the United States; provided, however, that
(A) in the case of any merger, consolidation or amalgamation involving the
Borrower, the Borrower shall be the surviving Person and (B) in the case of any
merger, consolidation or amalgamation involving any other Loan Party, a Loan
Party shall be the surviving corporation and all actions required to maintain
the perfection of the Lien of the Administrative Agent on the Stock or property
of such Loan Party shall have been made.


Section
4.24           Change in Nature of Business.


(a)           No Group Member (other than Holdings) shall carry on any
business, operations or activities (whether directly, through a joint venture,
in connection with a Permitted Acquisition or otherwise) substantially
different from those carried on by the Borrower and its Subsidiaries at the
date hereof and business, operations and activities reasonably related thereto.



  
  
  
  
  
  
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(b)           Holdings shall not engage in any business, operations or
activity, or hold any property, other than (i) holding Stock and Stock
Equivalents of Beacon US, (ii) issuing, selling and redeeming its own Stock,
(ii) paying taxes, (iii) holding directors’ and shareholders’ meetings,
preparing corporate and similar records and other activities required to
maintain its separate corporate or other legal structure, (iv) preparing
reports to, and preparing and making notices to and filings with, Governmental
Authorities and to its holders of Stock and Stock Equivalents, (v) receiving,
and holding proceeds of, Restricted Payments from Beacon US and its
Subsidiaries and distributing the proceeds thereof to the extent permitted in
Section 8.5 and (vi) as necessary to consummate any Permitted Acquisition.


Section
4.25           Transactions with Affiliates.


No Group Member shall,
except as otherwise expressly permitted herein, enter into any other
transaction directly or indirectly with, or for the benefit of, any Affiliate
of the Borrower that is not a Loan Party (including Guaranty Obligations with
respect to any obligation of any such Affiliate), except for
(a) transactions in the ordinary course of business on a basis no less
favourable to such Group Member as would be obtained in a comparable arm’s
length transaction with a Person not an Affiliate of the Borrower, (b)
Restricted Payments, the proceeds of which, if received by Holdings, are used
as required by Section 8.5 and (c) salaries and other director or
employee compensation to officers and directors of any Group Member in the
ordinary course of business.


Section
4.26           Third-Party Restrictions on Indebtedness, Liens,
Investments or Restricted Payments.


No Group Member shall incur
or otherwise suffer to exist or become effective or remain liable on or
responsible for any Contractual Obligation limiting the ability of (a) any
Subsidiary of Beacon US to make Restricted Payments to, or Investments in, or
repay Indebtedness or otherwise Sell property to, any Group Member (other than
Holdings) or (b) any Group Member to incur or suffer to exist any Lien upon any
property of any Group Member, whether now owned or hereafter acquired, securing
any of its Obligations (including any “equal and ratable” clause and any
similar Contractual Obligation requiring, when a Lien is granted on any
property, another Lien to be granted on such property or any other property),
except, for each of clauses (a) and (b) above, (x) pursuant to
the Loan Documents and (y) limitations on Liens (other than those securing any
Obligation) on any property whose acquisition, repair, improvement or
construction is financed by purchase money Indebtedness, Capitalized Lease
Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b)
or (c) set forth in the Contractual Obligations governing such
Indebtedness, Capitalized Lease Obligations or Permitted Refinancing or
Guaranty Obligations with respect thereto.


Section
4.27           Modification of Certain Documents.


No Group Member shall do any
of the following:



  
  
  
  
  
  
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16.5.7     waive or otherwise modify any Constituent
Document of, or otherwise change the capital structure of, any Group Member
(including the terms of any of their outstanding Stock or Stock Equivalents),
in each case except for those modifications and waivers that (x) do not elect,
or permit the election, to treat the Stock or Stock Equivalents of any limited
liability company (or similar entity) as certificated and (y) do not materially
affect the interests of any Secured Party under the Loan Documents or in the
Collateral;


16.5.8     waive or otherwise modify any term of any
Subordinated Debt if the effect thereof on such Subordinated Debt is to (i)
increase the interest rate, (ii) change the due dates for principal or
interest, other than to extend such dates, (iii) modify any default or event of
default, other than to delete it or make it less restrictive, (iv) add any
covenant with respect thereto, (v) modify any subordination provision, (vi)
modify any redemption or prepayment provision, other than to extend the dates
therefor or to reduce the premiums payable in connection therewith or (vii)
materially increase any obligation of any Group Member or confer additional
material rights to the holder of such Subordinated Debt in a manner adverse to
any Group Member or any Secured Party.


Section 4.28           Accounting Changes; Fiscal Year.


No Group Member shall change
its (a) accounting treatment or reporting practices, except as required by GAAP
or any Requirement of Law, or (b) its fiscal year or its method for determining
fiscal quarters or fiscal months.


Section
4.29           Margin
Regulations.


No Group Member shall use
all or any portion of the proceeds of any credit extended hereunder to purchase
or carry margin stock (within the meaning of Regulation U of the Federal
Reserve Board) in contravention of Regulation U of the Federal Reserve Board.


Section 4.30           Compliance with Canadian Pension Plan Matters; ERISA.


No Group Member shall permit
its unfunded pension fund and other employee benefit plan obligations and
liabilities to remain unfunded other than in accordance with applicable law.


No ERISA Affiliate shall
cause or suffer to exist (a) any event that could result in the imposition of a
Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other
ERISA Event, that would, in the aggregate, have a Material Adverse Effect.  No Group Member shall cause or suffer to
exist any event that could result in the imposition of a Lien with respect to any
Benefit Plan.


Section
4.31           Hazardous Materials.


No Group Member shall cause
any Release of any Hazardous Material at, to or from any real property owned,
leased, subleased or otherwise operated or occupied by any Group Member that
would violate any Environmental Law, form the basis for any Environmental
Liabilities or otherwise adversely affect the value or marketability of any



  
  
  
  
  
  
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real property (whether or
not owned by any Group Member), other than such violations, Environmental
Liabilities and effects that would not, in the aggregate, have a Material
Adverse Effect.


16.6        Inactive Subsidiary.


Beacon Sales Company,
Incorporated shall not (a) acquire any assets, (b) incur any liabilities other
than for de minimus franchise taxes, maintenance fees and other de minimus
expenses or (c) engage in any business activities.  Notwithstanding the foregoing, Beacon Sales
Company, Incorporated may be merged, consolidated or amalgamated into any Loan
Party in accordance with Section 8.7.


ARTICLE V




Events Of Default


Section
5.1             Definition.


Each of the following shall
be an Event of Default:


(a)           the Borrower shall fail to pay (i) any principal of
any Loan when the same becomes due and payable or (ii) any interest on any
Loan, any fee under any Loan Document or any other Obligation (other than those
set forth in clause (i) above) and, in the case of this clause (ii),
such non-payment continues for a period of 5 Business Days after the due date
therefor; or


(b)           any representation, warranty or certification made or
deemed made by or on behalf of any Loan Party in any Loan Document or by or on
behalf of any Loan Party (or any Responsible Officer thereof) in connection
with any Loan Document (including in any document delivered in connection with
any Loan Document) shall prove to have been incorrect in any material respect
when made or deemed made; or


(c)           any Loan Party shall fail to comply with (i) any
provision of Section 6.1 (Financial Statements), 6.2(a)(i)
(Other Events), 7.1 (Maintenance of Corporate Existence), 7.9
(Application of Loan Proceeds) or Article VIII (Negative
Covenants) or (ii) any other provision of any Loan Document if, in the case
of this clause (ii), such failure shall remain unremedied for 30 days
after the earlier of (A) the date on which a Responsible Officer of the
Borrower becomes aware of such failure and (B) the date on which notice thereof
shall have been given to the Borrower by the Administrative Agent or the
Required Lenders; or


(d)           (i) any Group Member shall fail to make any payment
when due (whether due because of scheduled maturity, required prepayment
provisions, acceleration, demand or otherwise) on any Indebtedness of any Group
Member (other than the Obligations or any Hedging Agreement) and, in each case,
such failure relates to Indebtedness having a principal amount of US$5,000,000
or more, (ii) any other event shall occur or condition shall exist under any
Contractual Obligation relating to any such Indebtedness, if the effect of such
event or condition is to accelerate, or to permit the acceleration of, the
maturity of such Indebtedness or (iii) any such Indebtedness shall become or be
declared to be due and



  
  
  
  
  
  
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payable, or be required to be prepaid,
redeemed, defeased or repurchased (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or


(e)           (i) any Group Member shall generally not pay its debts
as such debts become due, shall admit in writing its inability to pay its debts
generally or shall make a general assignment for the benefit of creditors, (ii)
any proceeding shall be instituted by or against any Group Member seeking to
adjudicate it a bankrupt or insolvent or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, composition of it
or its debts or any similar order, in each case under any Requirement of Law
relating to bankruptcy, insolvency or reorganization or relief of debtors or
seeking the entry of an order for relief or the appointment of a custodian,
receiver, interim-receiver, receiver and manager, trustee, conservator,
liquidating agent, liquidator, other similar official or other official with
similar powers, in each case for it or for any substantial part of its property
and, in the case of any such proceedings instituted against (but not by or with
the consent of) any Group Member, either such proceedings shall remain
undismissed or unstayed for a period of 60 days or more or any action
sought in such proceedings shall occur or (iii) any Group Member shall take any
corporate or similar action or any other action to authorize any action
described in clause (i) or (ii) above; or


(f)            one or more judgments, orders or decrees (or other
similar process) shall be rendered against any Group Member (i)(A) in the case
of money judgments, orders and decrees, involving an aggregate amount
(excluding amounts adequately covered by insurance payable to any Group Member,
to the extent the relevant insurer has not denied coverage therefor) in excess
of US$5,000,000 or (B) otherwise, that would have, in the aggregate, a Material
Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by
any creditor upon any such judgment, order or decree or (B) such judgment,
order or decree shall not have been vacated or discharged for a period of 30
consecutive days and there shall not be in effect (by reason of a pending
appeal or otherwise) any stay of enforcement thereof; or


(g)           except pursuant to a valid, binding and enforceable
termination or release permitted under the Loan Documents and executed by the
Administrative Agent or as otherwise expressly permitted under any Loan
Document, (i) any provision of any Loan Document shall, at any time after the
delivery of such Loan Document, fail to be valid and binding on, or enforceable
against, any Loan Party party thereto, (ii) any Loan Document purporting to
grant a Lien to secure any Obligation shall, at any time after the delivery of
such Loan Document, fail to create a valid and enforceable Lien on any
Collateral purported to be covered thereby or such Lien shall fail or cease to
be a perfected Lien with the priority required in the relevant Loan Document or
(iii) any subordination provision shall, in whole or in part, terminate or
otherwise fail or cease to be valid and binding on, or enforceable against, any
holder of Subordinated Debt (or any such holder shall so state in writing), or
any Group Member shall state in writing that any of the events described in clause
(i), (ii) or (iii) above shall have occurred; or


(h)           there shall occur any Change of Control; or


(i)            there shall occur any “Event of Default” (as defined
in the US Facility Credit Agreement) under the US Facility Credit Agreement; or


(j)            termination of the US Facility Credit Agreement.



  
  
  
  
  
  
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Section
5.2             Remedies.


During the continuance of
any Event of Default, the Administrative Agent may, and, at the request of the
Required Lenders, shall, in each case by notice to the Borrower and in addition
to any other right or remedy provided under any Loan Document or by any
applicable Requirement of Law, do each of the following:  (a) declare all or any portion of the
Commitments terminated, whereupon the Commitments shall immediately be reduced
by such portion or, in the case of a termination in whole, shall terminate
together with any obligation any Lender may have hereunder to make any Loan or
(b) declare immediately due and payable all or part of any Obligation
(including any accrued but unpaid interest thereon), whereupon the same shall
become immediately due and payable, without presentment, demand, protest or further
notice or other requirements of any kind, all of which are hereby expressly
waived by the Borrower (and, to the extent provided in any other Loan Document,
other Loan Parties); provided, however, that, effective
immediately upon the occurrence of the Events of Default specified in Section 9.1(e)(ii),
(x) the Commitments of each Lender to make Loans shall each automatically be
terminated and (y) each Obligation (including in each case any accrued but
unpaid interest thereon) shall automatically become and be due and payable,
without presentment, demand, protest or further notice or other requirement of
any kind, all of which are hereby expressly waived by the Borrower (and, to the
extent provided in any other Loan Document, any other Loan Party).


Section 5.3             [Intentionally Deleted].


ARTICLE VI


The Administrative Agent


Section 6.1             Appointment and Duties.


(a)           Appointment of Administrative Agent.  Each Lender hereby appoints GE Capital
(together with any successor Administrative Agent pursuant to Section 10.9)
as the Administrative Agent hereunder and authorizes the Administrative Agent
to (i) execute and deliver the Loan Documents and accept delivery thereof on
its behalf from any Group Member, (ii) take such action on its behalf and to
exercise all rights, powers and remedies and perform the duties as are
expressly delegated to the Administrative Agent under such Loan Documents and
(iii) exercise such powers as are reasonably incidental thereto.


For the purposes of holding
any security granted by the Borrower or any other Loan Party pursuant to the
laws of the Province of Québec to secure payment of any debenture issued by the
Borrower or any Loan Party, the Administrative Agent is hereby appointed to act
as the person holding the power of attorney (fondé de
pouvoir) pursuant to article 2692 of the Civil Code
of Québec to act on behalf of each of the debentureholders,
initially namely GE Capital in its capacity as Administrative Agent for the
Secured Parties.  Each Person who is or
becomes a Lender and each assignee holder



  
  
  
  
  
  
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of any debenture issued by
the Borrower or any Loan Party shall be deemed to ratify the power of attorney
(fondé de pouvoir) granted to the
Administrative Agent hereunder by its execution of an Assignment. The
Administrative Agent agrees to act in such capacity.  Each party hereto agrees that,
notwithstanding Section 32 of An Act respecting the
special powers of legal persons (Quebec), the Administrative Agent,
as fondé de pouvoir, shall also be entitled to act as a debentureholder and to acquire
and/or be the pledgee of any debentures or other titles of indebtedness to be
issued under any deed of hypothec executed by or on behalf of the Borrower or
any other Loan Party.


(b)           Duties as Collateral and Disbursing Agent.  Without limiting the generality of clause
(a) above, the Administrative Agent shall have the sole and exclusive right
and authority (to the exclusion of the Lenders), and is hereby authorized, to
(i) act as the disbursing and collecting agent for the Lenders with
respect to all payments and collections arising in connection with the Loan
Documents (including in any proceeding described in Section 9.1(e)(ii)
or any other bankruptcy, insolvency or similar proceeding), and each Person
making any payment in connection with any Loan Document to any Secured Party is
hereby authorized to make such payment to the Administrative Agent, (ii) file
and prove claims and file other documents necessary or desirable to allow the
claims of the Secured Parties with respect to any Obligation in any proceeding
described in Section 9.1(e)(ii) or any other bankruptcy, insolvency
or similar proceeding (but not to vote, consent or otherwise act on behalf of
such Secured Party), (iii) act as collateral agent for each Secured Party for
purposes of the perfection of all Liens created by such agreements and all
other purposes stated therein, (iv) manage, supervise and otherwise deal with
the Collateral, (v) take such other action as is necessary or desirable to
maintain the perfection and priority of the Liens created or purported to be
created by the Loan Documents, (vi) except as may be otherwise specified in any
Loan Document, exercise all remedies given to the Administrative Agent and the
other Secured Parties with respect to the Collateral, whether under the Loan
Documents, applicable Requirements of Law or otherwise and (vii) execute any
amendment, consent or waiver under the Loan Documents on behalf of any Lender
that has consented in writing to such amendment, consent or waiver; provided,
however, that the Administrative Agent hereby appoints, authorizes and
directs each Lender to act as collateral sub-agent for the Administrative Agent
and the Lenders for purposes of the perfection of all Liens with respect to the
Collateral, including any deposit account maintained by a Loan Party with, and
cash and Cash Equivalents held by, such Lender, and may further authorize and
direct the Lenders to take further actions as collateral sub-agents for
purposes of enforcing such Liens or otherwise to transfer the Collateral
subject thereto to the Administrative Agent, and each Lender hereby agrees to
take such further actions to the extent, and only to the extent, so authorized
and directed.


(c)           Limited Duties. 
Under the Loan Documents, the Administrative Agent (i) is acting solely
on behalf of the Lenders (except to the limited extent provided in Section 2.14(b)
with respect to the Register and in Section 10.11), with duties
that are entirely administrative in nature, notwithstanding the use of the
defined term “Administrative Agent”, the terms “agent”, “administrative agent”
and “collateral agent”



  
  
  
  
  
  
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and similar terms in any
Loan Document to refer to the Administrative Agent, which terms are used for
title purposes only, (ii) is not assuming any obligation under any Loan
Document other than as expressly set forth therein or any role as agent,
fiduciary or trustee of or for any Lender or any other Secured Party and (iii)
shall have no implied functions, responsibilities, duties, obligations or other
liabilities under any Loan Document, and each Lender hereby waives and agrees
not to assert any claim against the Administrative Agent based on the roles,
duties and legal relationships expressly disclaimed in clauses (i)
through (iii) above.


Section
6.2             Binding Effect.


Each Lender agrees that (i)
any action taken by the Administrative Agent or the Required Lenders (or, if
expressly required hereby, a greater proportion of the Lenders) in accordance
with the provisions of the Loan Documents, (ii) any action taken by the Administrative
Agent in reliance upon the instructions of Required Lenders (or, where so
required, such greater proportion) and (iii) the exercise by the Administrative
Agent or the Required Lenders (or, where so required, such greater proportion)
of the powers set forth herein or therein, together with such other powers as
are reasonably incidental thereto, shall be authorized and binding upon all of
the Secured Parties.


Section
6.3             Use of Discretion.


(a)           No Action without Instructions.  The Administrative Agent shall not be
required to exercise any discretion or take, or to omit to take, any action,
including with respect to enforcement or collection, except any action it is
required to take or omit to take (i) under any Loan Document or (ii)
pursuant to instructions from the Required Lenders (or, where expressly
required by the terms of this Agreement, a greater proportion of the Lenders).


(b)           Right Not to Follow Certain Instructions.  Notwithstanding clause (a) above, the
Administrative Agent shall not be required to take, or to omit to take, any
action (i) unless, upon demand, the Administrative Agent receives an
indemnification satisfactory to it from the Lenders (or, to the extent
applicable and acceptable to the Administrative Agent, any other Secured Party)
against all Liabilities that, by reason of such action or omission, may be
imposed on, incurred by or asserted against the Administrative Agent or any
Related Person thereof or (ii) that is, in the opinion of the Administrative
Agent or its counsel, contrary to any Loan Document or applicable Requirement
of Law.


Section
6.4             Delegation of Rights and Duties.


The Administrative Agent
may, upon any term or condition it specifies, delegate or exercise any of its
rights, powers and remedies under, and delegate or perform any of its duties or
any other action with respect to, any Loan Document by or through any trustee,
co-agent, employee, attorney-in-fact and any other Person (including any



  
  
  
  
  
  
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Secured Party).  Any such Person shall benefit from this Article X
to the extent provided by the Administrative Agent.


Section
6.5             Reliance and Liability.


(a)           The Administrative Agent may, without incurring any
liability hereunder, (i) treat the payee of any Note as its holder until such
Note has been assigned in accordance with Section 11.2(e), (ii)
rely on the Register to the extent set forth in Section 2.14, (iii)
consult with any of its Related Persons and, whether or not selected by it, any
other advisors, accountants and other experts (including advisors to, and
accountants and experts engaged by, any Loan Party) and (iv) rely and act upon
any document and information (including those transmitted by Electronic
Transmission) and any telephone message or conversation, in each case believed
by it to be genuine and transmitted, signed or otherwise authenticated by the
appropriate parties.


(b)           None of the Administrative Agent and its Related Persons
shall be liable for any action taken or omitted to be taken by any of them
under or in connection with any Loan Document, and each Lender and the Borrower
hereby waive and shall not assert (and the Borrower shall cause each other Loan
Party to waive and agree not to assert) any right, claim or cause of action
based thereon, except to the extent of liabilities resulting primarily from the
gross negligence or willful misconduct of the Administrative Agent or, as the
case may be, such Related Person (each as determined in a final, non-appealable
judgment by a court of competent jurisdiction) in connection with the duties
expressly set forth herein.  Without
limiting the foregoing, the Administrative Agent:


(i)            shall not be responsible or otherwise incur liability
for any action or omission taken in reliance upon the instructions of the
Required Lenders or for the actions or omissions of any of its Related Persons
selected with reasonable care (other than employees, officers and directors of
the Administrative Agent, when acting on behalf of the Administrative Agent);


(ii)           shall not be responsible to any Secured Party for the
due execution, legality, validity, enforceability, effectiveness, genuineness,
sufficiency or value of, or the attachment, perfection or priority of any Lien
created or purported to be created under or in connection with, any Loan
Document;


(iii)          makes no warranty or representation, and shall not be
responsible, to any Secured Party for any statement, document, information,
representation or warranty made or furnished by or on behalf of any Related
Person or any Loan Party in connection with any Loan Document or any transaction
contemplated therein or any other document or information with respect to any
Loan Party, whether or not transmitted or (except for documents expressly
required under any Loan Document to be transmitted to the Lenders) omitted to
be transmitted by the Administrative Agent, including as to completeness,
accuracy, scope or adequacy thereof, or for the scope, nature or results of any
due diligence performed by the Administrative Agent in connection with the Loan
Documents; and


(iv)          shall not have any duty to ascertain or to inquire as
to the performance or observance of any provision of any Loan Document, whether
any condition



  
  
  
  
  
  
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set
forth in any Loan Document is satisfied or waived, as to the financial
condition of any Loan Party or as to the existence or continuation or possible
occurrence or continuation of any Default and shall not be deemed to have
notice or knowledge of such occurrence or continuation unless it has received a
notice from the Borrower or any Lender describing such Default clearly labeled
“notice of default” (in which case the Administrative Agent shall promptly give
notice of such receipt to all Lenders);


and, for each of the items
set forth in clauses (i) through (iv) above, each Lender and the
Borrower hereby waives and agrees not to assert (and the Borrower shall cause
each other Loan Party to waive and agree not to assert) any right, claim or
cause of action it might have against the Administrative Agent based thereon.


Section
6.6             Administrative Agent Individually.


The Administrative Agent and
its Affiliates may make loans and other extensions of credit to, acquire Stock
and Stock Equivalents of, engage in any kind of business with, any Loan Party
or Affiliate thereof as though it were not acting as Administrative Agent and
may receive separate fees and other payments therefor.  Without limiting the foregoing, the
Administrative Agent and its Affiliates may receive fees, charges and expenses
in respect of Secured Hedging Support Documents or the arrangement of Interest
Rate Contracts and other transactions supported by Secured Hedging Support
Documents; provided, however, that GE Capital and its Affiliates shall look to
the beneficiary of a Secured Hedging Support Document for payment of such fees,
charges and expenses, and such beneficiary may factor such fees, charges and
expenses into the pricing of the Interest Rate Contracts and other transactions
supported by such Secured Hedging Support Document.  To the extent the Administrative Agent or any
of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it
shall have and may exercise the same rights and powers hereunder and shall be
subject to the same obligations and liabilities as any other Lender and the
terms “Lender”, “Revolving Credit Lender”, “Required Lender” and “Required
Revolving Credit Lender” and any similar terms shall, except where otherwise
expressly provided in any Loan Document, include, without limitation, the
Administrative Agent or such Affiliate, as the case may be, in its individual
capacity as Lender, Revolving Credit Lender or as one of the Required Lenders
or Required Revolving Credit Lenders respectively.


Section
6.7             Lender Credit Decision.


Each Lender acknowledges
that it shall, independently and without reliance upon the Administrative
Agent, any Lender or any of their Related Persons or upon any document
(including the Disclosure Documents) solely or in part because such document
was transmitted by the Administrative Agent or any of its Related Persons,
conduct its own independent investigation of the financial condition and
affairs of each Loan Party and make and continue to make its own credit
decisions in connection with entering into, and taking or not taking any action
under, any Loan Document or with respect to any transaction contemplated in any
Loan Document, in each case based on such documents and information as it shall
deem appropriate.  Except for documents
expressly required by any Loan Document to be transmitted by the Administrative
Agent



  
  
  
  
  
  
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to the Lenders, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any
Loan Party or any Affiliate of any Loan Party that may come in to the
possession of the Administrative Agent or any of its Related Persons.


Section
6.8             Expenses; Indemnities.


(a)           Each Lender agrees to reimburse the Administrative Agent
and each of its Related Persons (to the extent not reimbursed by any Loan
Party) promptly upon demand for such Lender’s Pro Rata Share of any reasonable
costs and expenses (including fees, charges and disbursements of financial,
legal and other advisors and Other Taxes paid in the name of, or on behalf of,
any Loan Party) that may be incurred by the Administrative Agent or any of its
Related Persons in connection with the preparation, syndication, execution,
delivery, administration, modification, consent, waiver or enforcement (whether
through negotiations, through any work-out, bankruptcy, restructuring or other
legal or other proceeding or otherwise) of, or legal advice in respect of its
rights or responsibilities under, any Loan Document.


(b)           Each Lender further agrees to indemnify the Administrative
Agent and each of its Related Persons (to the extent not reimbursed by any Loan
Party), from and against such Lender’s aggregate Pro Rata Share of the
Liabilities (including taxes, interests and penalties imposed for not properly
withholding or backup withholding on payments made to on or for the account of
any Lender) that may be imposed on, incurred by or asserted against the
Administrative Agent or any of its Related Persons in any matter relating to or
arising out of, in connection with or as a result of any Loan Document, any
Related Document or any other act, event or transaction related, contemplated
in or attendant to any such document, or, in each case, any action taken or
omitted to be taken by the Administrative Agent or any of its Related Persons
under or with respect to any of the foregoing; provided, however, that no
Lender shall be liable to the Administrative Agent or any of its Related
Persons to the extent such liability has resulted primarily from the gross
negligence or willful misconduct of the Administrative Agent or, as the case
may be, such Related Person, as determined by a court of competent jurisdiction
in a final non-appealable judgment or order.


Section
6.9             Resignation of Administrative Agent.


(a)           The Administrative Agent may resign at any time by
delivering notice of such resignation to the Lenders and the Borrower,
effective on the date set forth in such notice or, if not such date is set
forth therein, upon the date such notice shall be effective.  If the Administrative Agent delivers any such
notice, the Required Lenders shall have the right to appoint a successor
Administrative Agent.  If, within 30 days
after the retiring Administrative Agent having given notice of resignation, no
successor Administrative Agent has been appointed by the Required Lenders that
has accepted such appointment, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent from among the
Lenders.  Each appointment



  
  
  
  
  
  
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under this clause (a) shall
be subject to the prior consent of the Borrower, which may not be unreasonably
withheld but shall not be required during the continuance of a Default.


(b)           Effective immediately upon its resignation, (i) the
retiring Administrative Agent shall be discharged from its duties and obligations
under the Loan Documents, (ii) the Lenders shall assume and perform all of the
duties of the Administrative Agent until a successor Administrative Agent shall
have accepted a valid appointment hereunder, (iii) the retiring Administrative
Agent and its Related Persons shall no longer have the benefit of any provision
of any Loan Document other than with respect to any actions taken or omitted to
be taken while such retiring Administrative Agent was, or because such
Administrative Agent had been, validly acting as Administrative Agent under the
Loan Documents and (iv) subject to its rights under Section 10.3,
the retiring Administrative Agent shall take such action as may be reasonably
necessary to assign to the successor Administrative Agent its rights as
Administrative Agent under the Loan Documents. 
Effective immediately upon its acceptance of a valid appointment as
Administrative Agent, a successor Administrative Agent shall succeed to, and
become vested with, all the rights, powers, privileges and duties of the
retiring Administrative Agent under the Loan Documents.


(c)           [Intentionally Deleted].


Section 6.10           Release of Collateral or Guarantors.


Each Lender hereby consents
to the release and hereby directs the Administrative Agent to release (or, in
the case of clause (b)(ii) below, release or subordinate) the following:


(a)           any Subsidiary of Beacon US from its guarantee of any
Obligation of any Loan Party if all of the Securities of such Subsidiary owned
by any Group Member are Sold in a Sale permitted under the Loan Documents
(including pursuant to a waiver or consent), to the extent that, after giving
effect to such Sale, such Subsidiary would not be required to guarantee any
Obligations pursuant to Section 7.10; and


3.                                       any Lien held by the Administrative Agent for the
benefit of the Secured Parties against (i) any Collateral that is Sold by a
Loan Party in a Sale permitted by the Loan Documents (including pursuant to a
valid waiver or consent), to the extent all Liens required to be granted in such
Collateral pursuant to Section 7.10 after giving effect to such
Sale have been granted, (ii) any property subject to a Lien permitted hereunder
in reliance upon Section 8.2(d) or (e) and (iii) all of the
Collateral and all Loan Parties, upon (A) termination of the Commitments and
all Secured Hedging Support Documents, (B) payment and satisfaction in full of
all Loans and all other Obligations that the Administrative Agent has been
notified in writing are then due and payable, (C) deposit of cash collateral
with respect to all contingent Obligations, in amounts and on terms and
conditions and with parties satisfactory to the



  
  
  
  
  
  
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Administrative Agent and each Indemnitee that
is owed such Obligations and (D) to the extent requested by the Administrative
Agent, receipt by the Secured Parties of liability releases from the Loan
Parties each in form and substance acceptable to the Administrative Agent.


Each Lender hereby directs
the Administrative Agent, and the Administrative Agent hereby agrees, upon
receipt of reasonable advance notice from the Borrower, to execute and deliver
or file such documents and to perform other actions reasonably necessary to
release the guarantees and Liens when and as directed in this Section 10.10.


Section
6.11           Additional Secured Parties.


The benefit of the
provisions of the Loan Documents directly relating to the Collateral or any
Lien granted thereunder shall extend to and be available to any Secured Party
that is not a Lender as long as, by accepting such benefits, such Secured Party
agrees, as among the Administrative Agent and all other Secured Parties, that
such Secured Party is bound by (and, if requested by the Administrative Agent,
shall confirm such agreement in a writing in form and substance acceptable to
the Administrative Agent) this Article X, Section 11.8
(Right of Setoff), Section 11.9 (Sharing of Payments)
and Section 11.20 (Confidentiality), the provisions of the
US Facility Intercreditor Agreement and the decisions and actions of the
Administrative Agent and the Required Lenders (or, where expressly required by
the terms of this Agreement, a greater proportion of the Lenders) to the same
extent a Lender is bound; provided, however, that,
notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 10.8
only to the extent of Liabilities, costs and expenses with respect to or
otherwise relating to the Collateral held for the benefit of such Secured
Party, in which case the obligations of such Secured Party thereunder shall not
be limited by any concept of Pro Rata Share or similar concept, (b) except as
set forth herein specifically for such Secured Party, (i) each of the
Administrative Agent and the Lenders shall be entitled to act at its sole
discretion, without regard to the interest of such Secured Party, regardless of
whether any Obligation to such Secured Party thereafter remains outstanding, is
deprived of the benefit of the Collateral, becomes unsecured or is otherwise
affected or put in jeopardy thereby, and without any duty or liability to such Secured
Party or any such Obligation and (ii) such Secured Party shall not have any
right to be notified of, consent to, direct, require or be heard with respect
to, any action taken or omitted in respect of the Collateral or under any Loan
Document.  The Borrower hereby authorizes
each Secured Hedging Counterparty party to a Secured Hedging Support Document
to receive confidential and other information from the counterparty to the
Hedging Agreement supported by such Secured Hedging Support Document in respect
of such Hedging Agreement, Secured Hedging Support Document or otherwise in
respect of the Borrower and its Affiliates. 
Each party hereto that is a Secured Hedging Counterparty party to any
Secured Hedging Support Document or whose Affiliate is such a Secured Hedging
Counterparty agrees not to, or to cause such Affiliate not to, revoke, cancel
or otherwise terminate such Secured Hedging Support Document prior to the
earlier of (x) the scheduled expiration or maturity of such Secured Hedging
Support Document, (y) the occurrence or continuation of any Event of Default
and (z) the Scheduled Maturity Date.



  
  
  
  
  
  
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16.7        US Facility Intercreditor Agreement.


Each Lender hereby (a)
agrees to be bound by the terms of the US Facility Intercreditor Agreement; and
(b) authorizes and directs the Administrative Agent to enter into the US
Facility Intercreditor Agreement on behalf of such Person.  Upon request of the Administrative Agent,
each Lender shall execute and deliver to the Administrative Agent a signed
counterpart to the US Facility Intercreditor Agreement, but such Lender nevertheless
shall be bound by the terms of the US Facility Intercreditor Agreement
regardless of whether it executes and/or delivers such counterpart.


ARTICLE
VII



Miscellaneous


Section
7.1             Amendments,
Waivers, Etc.


(a)           No amendment or waiver of any provision of any Loan
Document (other than the Fee Letters and the Control Agreements) and no consent
to any departure by any Loan Party therefrom shall be effective unless the same
shall be in writing and signed (1) in the case of an amendment, consent or
waiver to cure any ambiguity, omission, defect or inconsistency or granting a
new Lien for the benefit of the Secured Parties or extending an existing Lien
over additional property, by the Administrative Agent and the Borrower, (2) in
the case of any other waiver, consent or amendment of any Secured Hedging
Support Provision, by the Borrower and the applicable Secured Hedging
Counterparty, (3) in the case of any other waiver or consent, by the Required
Lenders (or by the Administrative Agent with the consent of the Required
Lenders) and (4) in the case of any other amendment, by the Required Lenders
(or by the Administrative Agent with the consent of the Required Lenders) and
the Borrower; provided, however, that no amendment, consent or
waiver described in clause (2), (3), or (4) above
shall, unless in writing and signed by each Lender directly affected thereby
(or by the Administrative Agent with the consent of such Lender), in addition
to any other Person the signature of which is otherwise required pursuant to
any Loan Document, do any of the following:


a.                                       waive any condition specified in Section 3.1,
except any condition referring to any other provision of any Loan Document;


b.                                      increase the Commitment of such Lender or subject such
Lender to any additional obligation;


c.                                       reduce (including through release, forgiveness,
assignment or otherwise) (A) the principal amount of, the interest rate on, or
any obligation of the Borrower to repay (whether or not on a fixed date), any
outstanding Loan owing to such Lender, or (B) any fee or accrued interest
payable to such Lender; provided, however, that this clause
(iii) does not apply to



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(x) any
change to any provision increasing any interest rate or fee during the
continuance of an Event of Default or to any payment of any such increase or
(y) any modification to any financial covenant set forth in Article V
or in any definition set forth therein or principally used therein;


d.                                      waive or postpone any scheduled maturity date or other
scheduled date fixed for the payment, in whole or in part, of principal of or
interest on any Loan or fee owing to such Lender or for the reduction of such
Lender’s Commitment; provided, however, that this clause (iv)
does not apply to any change to mandatory prepayments, including those required
under Section 2.8, or to the application of any payment, including
as set forth in Section 2.12;


e.                                       except as provided in Section 10.10,
release all or substantially all of the Collateral or any Guarantor from its
guarantee of any Obligation of the Borrower;


f.                                         reduce or increase the proportion of Lenders required
for the Lenders (or any subset thereof) to take any action hereunder or change
the definition of the terms “Required Lenders”, “Pro Rata Share” or “Pro Rata
Outstandings”; or


g.                                      amend Section 10.10 (Release of
Collateral or Guarantor), Section 11.9 (Sharing of Payments)
or this Section 11.1;


and provided, further,
that (x)(A) any waiver of any payment applied pursuant to Sections 2.12(b)
(Application of Mandatory Prepayments) and 2.12(c) (Application of
Payments During an Event of Default) to, and any modification of the
application of any such payment to, (1) the Term B Loans shall require the
consent of the Required Term B Loan Lenders (as defined in the US Facility
Credit Agreement) and (2) the Revolving Loans shall require the consent of the
Required Revolving Credit Lenders, and (B)  any change to the definition
of the term “Required Revolving Credit Lender” shall require the consent of the
Required Revolving Credit Lenders, (y)(A) any change to the definitions of the
terms “Canadian Borrowing Base”, “Consolidated Borrowing Base” and “Beacon US
Borrowing Base” that increases the amount of credit that may be made available
and (B) any amendment or waiver which amends or waives compliance with the
conditions precedent to the obligations of Revolving Credit Lenders to make any
Revolving Loan in Section 3.2 or waives any Default for the purpose of
satisfying the conditions precedent to the obligations of Revolving Credit
Lenders to make any Revolving Loan shall, in each case, require the consent of
the Required Revolving Credit Lenders in addition to the Required Lenders, (z)
no amendment, waiver or consent shall affect the rights or duties under any
Loan Document of, or any payment to, the Administrative Agent (or otherwise
modify any provision of Article X or the application thereof), or
any SPV that has been granted an option pursuant to Section 11.2(f)
unless in writing and signed by the Administrative Agent or, as the case may
be, such SPV in addition to any signature otherwise required and (xx) the
consent of the Borrower shall not be required to change any order of priority
set forth in Section 2.12.



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(b)           Each waiver or consent under any Loan Document shall be
effective only in the specific instance and for the specific purpose for which it
was given.  No notice to or demand on any
Loan Party shall entitle any Loan Party to any notice or demand in the same,
similar or other circumstances.  No
failure on the part of any Secured Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.


Section
7.2             Assignments and Participations; Binding Effect.


(a)           Binding Effect. 
This Agreement shall become effective when it shall have been executed
by the Borrower and the Administrative Agent and when the Administrative Agent
shall have been notified by each Lender that such Lender has executed it.  Thereafter, it shall be binding upon and
inure to the benefit of, but only to the benefit of the Borrower (in each case
except for Article X), the Administrative Agent and each Lender
and, to the extent provided in Section 10.11, each other Indemnitee
and Secured Party and, in each case, their respective successors and permitted
assigns.  Except as expressly provided in
any Loan Document (including in Section 10.9), none of the Borrower
or the Administrative Agent shall have the right to assign any rights or
obligations hereunder or any interest herein; provided, however,
that each Secured Hedging Counterparty may assign its rights and interests in,
but not its obligations under, Secured Hedging Support Provisions.


(b)           Right to Assign. 
Each Lender may sell, transfer, negotiate or assign all or a portion of
its rights and obligations hereunder (including all or a portion of its
Commitments and its rights and obligations with respect to Loans) to any of the
following Persons (each an “Eligible Assignee”) (i) any existing Lender,
(ii) any Affiliate or Approved Fund of any existing Lender that is not a
non-resident of Canada or which is otherwise deemed not to be a non-resident of
Canada for purposes of the ITA (provided, that such residency qualification
shall not apply if an Event of Default is continuing) or (iii) any other Person
acceptable to the Administrative Agent (which acceptance shall not be
unreasonably withheld or delayed) and, as long as no Event of Default is
continuing, the Borrower (which acceptance shall not be unreasonably withheld
or delayed but which may be withheld pursuant to clause (y) below); provided,
however, that (x) the aggregate outstanding principal amount (determined
as of the effective date of the applicable Assignment) of the Loans and
Commitments subject to any such Sale shall be in a minimum amount of
$1,000,000, unless such Sale is made to an existing Lender or an Affiliate or
Approved Fund of any existing Lender, is of the assignor’s (together with its
Affiliates and Approved Funds) entire interest in the Revolving Credit Facility
or is made with the prior consent of the Borrower and the Administrative Agent
and (y) the Borrower’s consent shall be required (and may be withheld in the
Borrower’s discretion notwithstanding the foregoing but subject to the following)
with respect to an assignment to a Person whose principal business is the
distribution of roofing products (a “Competitor”) or to a Person that owns a
majority of the equity securities of a Competitor.



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(c)           Procedure. 
The parties to each Sale made in reliance on clause (b) above (other
than those described in clause (e) or (f) below) shall execute
and deliver to the Administrative Agent an Assignment via an electronic
settlement system designated by the Administrative Agent (or, if previously agreed
with the Administrative Agent, via a manual execution and delivery of the
Assignment) evidencing such Sale, together with any existing Note subject to
such Sale (or any affidavit of loss therefor acceptable to the Administrative
Agent) and payment of an assignment fee in the amount of $3,500, provided
that (1) if a Sale by a Lender is made to an Affiliate or an Approved Fund of
such assigning Lender, then no assignment fee shall be due in connection with
such Sale, and (2) if a Sale by a Lender is made to an assignee that is not an
Affiliate or Approved Fund of such assignor Lender, and concurrently to one or
more Affiliates or Approved Funds of such assignee, then only one assignment
fee of $3,500 shall be due in connection with such Sale.  Upon receipt of all the foregoing, and
conditioned upon such receipt and, if such assignment is made in accordance
with Section 11.2(b)(iii), upon the Administrative Agent (and the
Borrower, if applicable) consenting to such Assignment, from and after the
effective date specified in such Assignment, the Administrative Agent shall
record or cause to be recorded in the Register the information contained in
such Assignment.


(d)           Effectiveness. 
Subject to the recording of an Assignment by the Administrative Agent in
the Register pursuant to Section 2.14(b), (i) the assignee
thereunder shall become a party hereto and, to the extent that rights and
obligations under the Loan Documents have been assigned to such assignee
pursuant to such Assignment, shall have the rights and obligations of a Lender,
(ii) any applicable Note shall be transferred to such assignee through such
entry and (iii) the assignor thereunder shall, to the extent that rights and
obligations under this Agreement have been assigned by it pursuant to such Assignment,
relinquish its rights (except for those surviving the termination of the
Commitments and the payment in full of the Obligations) and be released from
its obligations under the Loan Documents, other than those relating to events
or circumstances occurring prior to such assignment (and, in the case of an
Assignment covering all or the remaining portion of an assigning Lender’s
rights and obligations under the Loan Documents, such Lender shall cease to be
a party hereto except that each Lender agrees to remain bound by Article X,
Section 11.8 (Right of Setoff) and Section 11.9
(Sharing of Payments) to the extent provided in Section 10.11
(Additional Beneficiaries of Collateral)).


(e)           Grant of Security Interests.  In addition to the other rights provided in
this Section 11.2, each Lender may grant a security interest in, or
otherwise assign as collateral, any of its rights under this Agreement, whether
now owned or hereafter acquired (including rights to payments of principal or
interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation
A of the Federal Reserve Board), without notice to the Administrative Agent or
(B) any holder of, or trustee for the benefit of the holders of, such
Lender’s Securities by notice to the Administrative Agent; provided, however,
that no such holder or trustee, whether because of such grant or assignment or
any foreclosure thereon (unless such foreclosure is made through an assignment
in



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accordance with clause
(b) above), shall be entitled to any rights of such Lender hereunder and no
such Lender shall be relieved of any of its obligations hereunder.


(f)            Participants and SPVs.  In addition to the other rights provided in
this Section 11.2, each Lender may, (x) with notice to the
Administrative Agent, grant to an SPV the option to make all or any part of any
Loan that such Lender would otherwise be required to make hereunder (and the
exercise of such option by such SPV and the making of Loans pursuant thereto
shall satisfy the obligation of such Lender to make such Loans hereunder) and
such SPV may assign to such Lender the right to receive payment with respect to
any Obligation and (y) without notice to or consent from the
Administrative Agent or the Borrower, sell participations to one or more Persons
in or to all or a portion of its rights and obligations under the Loan
Documents (including all its rights and obligations with respect to the
Revolving Loans); provided, however, that, whether as a result of
any term of any Loan Document or of such grant or participation, (i) no such
SPV or participant shall have a commitment, or be deemed to have made an offer
to commit, to make Loans hereunder, and, except as provided in the applicable
option agreement, none shall be liable for any obligation of such Lender hereunder,
(ii) such Lender’s rights and obligations, and the rights and obligations of
the Loan Parties and the Secured Parties towards such Lender, under any Loan
Document shall remain unchanged and each other party hereto shall continue to
deal solely with such Lender, which shall remain the holder of the Obligations
in the Register, except that (A) each such participant and SPV shall be
entitled to the benefit of Sections 2.16 (Breakage Costs;
Increased Costs; Capital Requirements) and 2.17 (Taxes), but only
to the extent of any amount to which such Lender would be entitled in the
absence of any such grant or participation and (B) each such SPV may receive
other payments that would otherwise be made to such Lender with respect to
Loans funded by such SPV to the extent provided in the applicable option
agreement and set forth in a notice provided to the Administrative Agent by
such SPV and such Lender, provided, however, that in no case
(including pursuant to clause (A) or (B) above) shall an SPV or
participant have the right to enforce any of the terms of any Loan Document,
and (iii) the consent of such SPV or participant shall not be required (either
directly, as a restraint on such Lender’s ability to consent hereunder or
otherwise) for any amendments, waivers or consents with respect to any Loan
Document or to exercise or refrain from exercising any powers or rights such
Lender may have under or in respect of the Loan Documents (including the right
to enforce or direct enforcement of the Obligations), except for those
described in clauses (iii) and (iv) of Section 11.1(a)
with respect to amounts, or dates fixed for payment of amounts, to which such
participant or SPV would otherwise be entitled and, in the case of
participants, except for those described in Section 11.1(a)(v) (or
amendments, consents and waivers with respect to Section 10.10 to
release all or substantially all of the Collateral).  No party hereto shall institute (and Borrower
shall cause each other Loan Party not to institute) against any SPV grantee of
an option pursuant to this clause (f) any bankruptcy, reorganization,
insolvency, liquidation or similar proceeding, prior to the date that is one
year and one day after the payment in full of all outstanding commercial paper
of such SPV; provided, however, that each Lender having designated an SPV as
such agrees to indemnify each Indemnitee against any



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Liability that may be
incurred by, or asserted against, such Indemnitee as a result of failing to
institute such proceeding (including a failure to get reimbursed by such SPV
for any such Liability).  The agreement
in the preceding sentence shall survive the termination of the Commitments and
the payment in full of the Obligations.


Section
7.3             Costs and Expenses.


Any action taken by any Loan
Party under or with respect to any Loan Document, even if required under any
Loan Document or at the request of any Secured Party, shall be at the expense
of such Loan Party, and no Secured Party shall be required under any Loan
Document to reimburse any Loan Party or Group Member therefor except as
expressly provided therein.  In addition,
the Borrower agrees to pay or reimburse upon demand (a) the Administrative
Agent for all reasonable out-of-pocket costs and expenses incurred by it or any
of its Related Persons in connection with the investigation, development,
preparation, negotiation, syndication, execution, interpretation or
administration of, any modification of any term of or termination of, any Loan
Document, any commitment or proposal letter therefor, any other document
prepared in connection therewith or the consummation and administration of any
transaction contemplated therein (including periodic audits in connection
therewith and environmental audits and assessments), in each case including the
reasonable fees, charges and disbursements of legal counsel to the
Administrative Agent or such Related Persons, fees, costs and expenses incurred
in connection with Intralinks® or any other E-System and allocated to the
Revolving Credit Facility by the Administrative Agent in its sole discretion
and fees, charges and disbursements of the auditors, appraisers, printers and
other of their Related Persons retained by or on behalf of any of them or any
of their Related Persons, (b) the Administrative Agent for all reasonable costs
and expenses incurred by it or any of its Related Persons in connection with
internal audit reviews, field examinations and Collateral examinations (which
shall be reimbursed, in addition to the out-of-pocket costs and expenses of such
examiners, at the per diem rate per individual charged by the Administrative
Agent for its examiners) and (c) each of the Administrative Agent, its Related
Persons and each Lender for all costs and expenses incurred in connection with
(i) any refinancing or restructuring of the credit arrangements provided
hereunder in the nature of a “work-out”, (ii) the enforcement or preservation
of any right or remedy under any Loan Document, any Obligation, with respect to
the Collateral or any other related right or remedy or (iii) the commencement,
defense, conduct of, intervention in, or the taking of any other action with
respect to, any proceeding (including any bankruptcy or insolvency proceeding)
related to any Group Member, Loan Document, Obligation or Related Transaction
(or the response to and preparation for any subpoena or request for document
production relating thereto), including fees and disbursements of counsel
(including allocated costs of internal counsel).


Section
7.4             Indemnities.


(a)           The Borrower agrees to indemnify, hold harmless and defend
the Administrative Agent, each Lender, each Person (other than the Borrower)
party to a



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Secured Hedging Document and
each of their respective Related Persons (each such Person being an “Indemnitee”)
from and against all Liabilities (including brokerage commissions, fees and
other compensation) that may be imposed on, incurred by or asserted against any
such Indemnitee in any matter relating to or arising out of, in connection with
or as a result of (i) any Loan Document, any Disclosure Document, any
Obligation (or the repayment thereof), the use or intended use of the proceeds
of any Loan, any Related Transaction, or any securities filing of, or with
respect to, any Group Member, (ii) any commitment letter, proposal letter or
term sheet with any Person or any Contractual Obligation, arrangement or
understanding with any broker, finder or consultant, in each case entered into
by or on behalf of any Group Member or any Affiliate of any of them in
connection with any of the foregoing and any Contractual Obligation entered
into in connection with any E-Systems or other Electronic Transmissions, (iii)
any actual or prospective investigation, litigation or other proceeding in
connection with any of the foregoing or any act, event or transaction related,
contemplated in or attendant to any of the foregoing, whether or not brought by
any such Indemnitee or any of its Related Persons, any holders of Securities or
creditors (and including legal fees in any case), whether or not any such
Indemnitee, Related Person, holder or creditor is a party thereto, and whether
or not based on any securities or commercial law or regulation or any other
Requirement of Law or theory thereof, including common law, equity, contract,
tort or otherwise, or (iv) any other act, event or transaction related,
contemplated in or attendant to any of the foregoing (collectively, the “Indemnified
Matters”); provided, however, that the Borrower shall not
have any liability under this Section 11.4 to any Indemnitee with
respect to any Indemnified Matter, and no Indemnitee shall have any liability
with respect to any Indemnified Matter other than (to the extent otherwise
liable), to the extent such liability has resulted from the gross negligence or
willful misconduct of such Indemnitee, as determined by a court of competent
jurisdiction in a final non-appealable judgment or order.  Furthermore, the Borrower waives and agrees
not to assert against any Indemnitee, and shall cause each other Loan Party to
waive and not assert against such Indemnitee, any right of contribution with
respect to any Liabilities that may be imposed on, incurred by or asserted
against any Related Person of such Indemnitee to the extent that such
Liabilities did not result from the gross negligence or willful misconduct of
such Indemnitee, as determined by a court of competent jurisdiction in a final
non-appealable judgment or order.


(b)           Without limiting the foregoing, “Indemnified Matters”
includes all Environmental Liabilities, including those arising from, or
otherwise involving, any property of any Related Person or any actual, alleged
or prospective damage to property or natural resources or harm or injury
alleged to have resulted from any Release of Hazardous Materials on, upon or into
such property or natural resource or any property on or contiguous to any real
property of any Related Person, whether or not, with respect to any such
Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any
leasehold mortgage, a mortgagee in possession, the successor-in-interest to any
Related Person or the owner, lessee or operator of any property of any Related
Person through any foreclosure action, in each case except to the extent such
Environmental Liabilities



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(i) are incurred solely
following foreclosure by any Secured Party or following any Secured Party
having become the successor-in-interest to any Loan Party and (ii) are
attributable solely to acts of such Indemnitee.


Section 7.5             Survival.


Any indemnification or other
protection provided to any Indemnitee pursuant to any Loan Document (including
pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage
Costs; Increased Costs; Capital Requirements), Article X (The
Administrative Agent), Section 11.3 (Costs and Expenses),
Section 11.4 (Indemnities) or this Section 11.5)
and all representations and warranties made in any Loan Document shall
(A) survive the termination of the Commitments and the payment in full of
other Obligations and (B) inure to the benefit of any Person that at any time
held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its
successors and permitted assigns.


Section 7.6             Limitation of Liability for Certain Damages.


In no event shall any
Indemnitee be liable on any theory of liability for any special, indirect,
consequential or punitive damages (including any loss of profits, business or
anticipated savings).  The Borrower
hereby waives, releases and agrees (and shall cause each other Loan Party to
waive, release and agree) not to sue upon any such claim for any special,
indirect, consequential or punitive damages, whether or not accrued and whether
or not known or suspected to exist in its favour.


Section
7.7             Lender-Creditor Relationship.


The relationship between the
Lenders and the Administrative Agent, on the one hand, and the Loan Parties, on
the other hand, is solely that of lender and creditor.  No Secured Party has any fiduciary
relationship or duty to any Loan Party arising out of or in connection with,
and there is no agency, tenancy or joint venture relationship between the
Secured Parties and the Loan Parties by virtue of, any Loan Document or any
transaction contemplated therein.


Section
7.8             Right of Setoff.


Each of the Administrative
Agent, each Lender and each Affiliate (including each branch office thereof) of
any of them is hereby authorized, without notice or demand (each of which is
hereby waived by the Borrower), at any time and from time to time during the
continuance of any Event of Default and to the fullest extent permitted by applicable
Requirements of Law, to set off and apply any and all deposits (whether general
or special, time or demand, provisional or final) at any time held and other
Indebtedness, claims or other obligations at any time owing by the
Administrative Agent, such Lender or any of their respective Affiliates to or
for the credit or the account of the Borrower against any Obligation of any
Loan Party now or hereafter existing, whether or not any demand was made under
any Loan Document with respect to such Obligation and



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even though such Obligation
may be unmatured.  Each of the
Administrative Agent and each Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such setoff and application made by such Lender
or its Affiliates; provided, however, that the failure to give
such notice shall not affect the validity of such setoff and application.  The rights under this Section 11.8
are in addition to any other rights and remedies (including other rights of
setoff) that the Administrative Agent and the Lenders and their Affiliates and
other Secured Parties may have.


Section
7.9             Sharing of Payments, Etc.


If any Lender, directly or
through an Affiliate or branch office thereof, obtains any payment of any
Obligation of any Loan Party (whether voluntary, involuntary or through the
exercise of any right of setoff or the receipt of any Collateral or “proceeds”
(as defined under the applicable PPSA or UCC) of Collateral) other than
pursuant to Sections 2.16 (Breakage Costs; Increased Costs;
Capital Requirements), 2.17 (Taxes) and 2.18 (Substitution
of Lenders) and such payment exceeds the amount such Lender would have been
entitled to receive if all payments had gone to, and been distributed by, the
Administrative Agent in accordance with the provisions of the Loan Documents,
such Lender shall purchase for cash from other Secured Parties such
participations in their Obligations as necessary for such Lender to share such
excess payment with such Secured Parties to ensure such payment is applied as though
it had been received by the Administrative Agent and applied in accordance with
this Agreement (or, if such application would then be at the discretion of the
Borrower, applied to repay the Obligations in accordance herewith); provided,
however, that (a) if such payment is rescinded or otherwise recovered
from such Lender in whole or in part, such purchase shall be rescinded and the
purchase price therefor shall be returned to such Lender without interest and
(b) such Lender shall, to the fullest extent permitted by applicable
Requirements of Law, be able to exercise all its rights of payment (including
the right of setoff) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such participation.


Section
7.10           Marshaling;
Payments Set Aside.


No Secured Party shall be
under any obligation to marshal any property in favour of any Loan Party or any
other party or against or in payment of any Obligation.  To the extent that any Secured Party receives
a payment from the Borrower, from the proceeds of the Collateral, from the
exercise of its rights of setoff, any enforcement action or otherwise, and such
payment is subsequently, in whole or in part, invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not occurred.



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Section
7.11           Notices.


(a)           Addresses. 
All notices, demands, requests, directions and other communications
required or expressly authorized to be made by this Agreement shall, whether or
not specified to be in writing but unless otherwise expressly specified to be
given by any other means, be given in writing and (i) addressed to (A) if to
the Borrower, to Beacon Roofing Supply Canada Company c/o Beacon Roofing
Supply, Inc., One Lakeland Park Drive, Peabody, Massachusetts 01960, Attn:  Robert R. Buck/David R. Grace, Fax/Telecopy
No.: (978) 535-7358, with a copy to Beacon Roofing Supply, Inc., 7508 Wisconsin
Avenue, Third Floor, Bethesda, Maryland 20814, Attn: Ross D. Cooper, Fax/Telecopy
No.: (301) 215-7337, (B) if to the Administrative Agent, to GE Canada Finance
Holding Company c/o General Electric Capital Corporation, 299 Park Avenue, 5th
Floor, New York, NY 10171-0002, Attn: Salman Mukhtar, Fax: (646) 428-7299, with
a copy to General Electric Capital Corporation, 201 Merritt 7, P.O. Box 5201,
Norwalk, Connecticut 06851, Attn: 
General Counsel — GE Global Sponsor Finance, Fax:  (203) 956-4216 and General Electric
Capital Corporation, 500 West Monroe Street — Suite 1700, Chicago, Illinois
60661, Attn:  General Counsel — GE Global
Sponsor Finance, Fax:  (312) 441-6876,
and (C) otherwise to the party to be notified at its address specified opposite
its name on Schedule II or on the signature page of any applicable
Assignment, (ii) posted to Intralinks® (to the extent
such system is available and set up by or at the direction of the
Administrative Agent prior to posting) in an appropriate location by uploading
such notice, demand, request, direction or other communication to
www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-coded fax
coversheet or using such other means of posting to Intralinks® as may
be available and reasonably acceptable to the Administrative Agent prior to
such posting, (iii) posted to any other
E-System set up by or at the direction of the Administrative Agent in an
appropriate location or (iv) addressed to such other address as shall be
notified in writing (A) in the case of the Borrower, the Administrative Agent,
to the other parties hereto and (B) in the case of all other parties, to the
Borrower and the Administrative Agent. 
Transmission by electronic mail (including E-Fax, even if transmitted to
the fax numbers set forth in clause (i) above) shall not be sufficient
or effective to transmit any such notice under this clause (a) unless
such transmission is an available means to post to any E-System.


(b)           Effectiveness. 
All communications described in clause (a) above and all other notices,
demands, requests and other communications made in connection with this
Agreement shall be effective and be deemed to have been received (i) if
delivered by hand, upon personal delivery, (ii) if delivered by overnight
courier service, one Business Day after delivery to such courier service, (iii)
if delivered by mail, when deposited in the mails, (iv) if delivered by
facsimile (other than to post to an E-System pursuant to clause (a)(ii)
or (a)(iii) above), upon sender’s receipt of confirmation of proper
transmission, and (v) if delivered by posting to any E-System, on the later of
the date of such posting in an appropriate location and the date access to such
posting is given to the recipient thereof in accordance with the standard
procedures applicable to such E-System; provided, however, that
no communications to the Administrative Agent



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pursuant to Article II
or Article X shall be effective until received by the
Administrative Agent.


Section
7.12           Electronic Transmissions.


(a)           Authorization. 
Subject to the provisions of Section 11.11(a), each of the
Administrative Agent, the Borrower, the Lenders and each of their Related
Persons is authorized (but not required) to transmit, post or otherwise make or
communicate, in its sole discretion, Electronic Transmissions in connection
with any Loan Document and the transactions contemplated therein.  Each of the Borrower and each Secured Party
hereby acknowledges and agrees, and the Borrower shall cause each other Group
Member to acknowledge and agree, that the use of Electronic Transmissions is
not necessarily secure and that there are risks associated with such use,
including risks of interception, disclosure and abuse and each indicates it
assumes and accepts such risks by hereby authorizing the transmission of
Electronic Transmissions.


(b)           Signatures. 
Subject to the provisions of Section 11.11(a), (i)(A) no
posting to any E-System shall be denied legal effect merely because it is made
electronically, (B) each E-Signature on any such posting shall be
deemed sufficient to satisfy any requirement for a “signature” and (C) each
such posting shall be deemed sufficient to satisfy any requirement for a
“writing”, in each case including pursuant to any Loan Document, any applicable
provision of any PPSA, UCC, the federal Uniform Electronic Transactions Act,
the Electronic Signatures in Global and National Commerce Act and any
substantive or procedural Requirement of Law governing such subject matter,
(ii) each such posting that is not readily capable of bearing either a
signature or a reproduction of a signature may be signed, and shall be deemed
signed, by attaching to, or logically associating with such posting, an
E-Signature, upon which each Secured Party and Loan Party may rely and assume
the authenticity thereof, (iii) each such posting containing a signature, a
reproduction of a signature or an E-Signature shall, for all intents and
purposes, have the same effect and weight as a signed paper original and (iv)
each party hereto or beneficiary hereto agrees not to contest the validity or
enforceability of any posting on any E-System or E-Signature on any such
posting under the provisions of any applicable Requirement of Law requiring
certain documents to be in writing or signed; provided, however,
that nothing herein shall limit such party’s or beneficiary’s right to contest
whether any posting to any E-System or E-Signature has been altered after
transmission.


(c)           Separate Agreements.  All uses of an E-System shall be governed by
and subject to, in addition to Section 11.11 and this Section 11.12,
separate terms and conditions posted or referenced in such E-System and related
Contractual Obligations executed by Secured Parties and Group Members in
connection with the use of such E-System.


(d)           LIMITATION OF LIABILITY.  ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS
SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. 
NONE OF ADMINISTRATIVE AGENT OR ANY OF ITS RELATED



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PERSONS WARRANTS THE
ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION,
AND EACH DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.  NO WARRANTY OF ANY KIND IS MADE BY THE
ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS
OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS.  The Borrower and each Secured Party agrees
(and the Borrower shall cause each other Loan Party to agree) that the
Administrative Agent has no responsibility for maintaining or providing any
equipment, software, services or any testing required in connection with any
Electronic Transmission or otherwise required for any E-System.


Section 7.13           Governing Law.


This Agreement, each other
Loan Document that does not expressly set forth its applicable law, and the
rights and obligations of the parties hereto and thereto shall be governed by,
and construed and interpreted in accordance with, the law of the Province of
Ontario and the federal laws of Canada applicable therein.


Section
7.14           Jurisdiction.


(a)           Submission to Jurisdiction.  Any legal action or proceeding with respect
to any Loan Document may be brought in the courts of the Province of Ontario
and, by execution and delivery of this Agreement, the Borrower hereby accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. 
The parties hereto (and, to the extent set forth in any other Loan
Document, each other Loan Party) hereby irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of forum
non  conveniens, that any of them may now or hereafter have to the
bringing of any such action or proceeding in such jurisdictions.


(b)           Service of Process. 
The Borrower (and, to the extent set forth in any other Loan Document,
each other Loan Party) hereby irrevocably waives personal service of any and
all legal process, summons, notices and other documents and other service of
process of any kind and consents to such service in any suit, action or
proceeding brought in Canada or the United States of America with respect to or
otherwise arising out of or in connection with any Loan Document by any means
permitted by applicable Requirements of Law, including by the mailing thereof
(by registered or certified mail, postage prepaid) to the address of Borrower
specified in Section 11.11 (and shall be effective when such
mailing shall be effective, as provided therein).  The Borrower (and, to the extent set forth in
any other Loan Document, each other Loan Party) agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.



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(c)           Non-Exclusive Jurisdiction.  Nothing contained in this Section 11.14
shall affect the right of the Administrative Agent or any Lender to serve
process in any other manner permitted by applicable Requirements of Law or
commence legal proceedings or otherwise proceed against any Loan Party in any
other jurisdiction.


Section
7.15           WAIVER OF JURY TRIAL.


Each party hereto hereby
irrevocably waives trial by jury in any suit, action or proceeding with respect
to, or directly or indirectly arising out of, under or in connection with, any
Loan Document or the transactions contemplated therein or related thereto
(whether founded in contract, tort or any other theory).  Each party hereto (A) certifies that no other
party and no Related Person of any other party has represented, expressly or
otherwise, that such other party 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 the Loan Documents, as
applicable, by the mutual waivers and certifications in this Section 11.15.


Section
7.16           Severability.


Any provision of any Loan
Document being held illegal, invalid or unenforceable in any jurisdiction shall
not affect any part of such provision not held illegal, invalid or
unenforceable, any other provision of any Loan Document or any part of such
provision in any other jurisdiction.


Section
7.17           Execution in Counterparts.


This Agreement may be
executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart.  Delivery of an executed
signature page of this Agreement by facsimile transmission or Electronic
Transmission shall be as effective as delivery of a manually executed
counterpart hereof.


Section
7.18           Entire Agreement.


The Loan Documents embody
the entire agreement of the parties and supersede all prior agreements and
understandings relating to the subject matter thereof and any prior letter of
interest, commitment letter, fee letter, confidentiality and similar agreements
involving any Loan Party and any of the Administrative Agent or any Lender or
any of their respective Affiliates relating to a financing of substantially
similar form, purpose or effect.  In the
event of any conflict between the terms of this Agreement and any other Loan
Document, the terms of this Agreement shall govern (unless such terms of such
other Loan Documents are necessary to comply with applicable Requirements of
Law, in which case such terms shall govern to the extent necessary to comply
therewith).



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Section
7.19           Use of Name.


The Borrower agrees, and
shall cause each other Loan Party to agree, that it shall not, and none of its
Affiliates shall, issue any press release or other public disclosure (other
than any document filed with any Governmental Authority relating to a public
offering of the Securities of any Loan Party) using the name, logo or otherwise
referring to GE Capital or of any of its Affiliates, the Loan Documents or any
transaction contemplated therein to which the Secured Parties are party without
at least 2 Business Days’ prior notice to GE Capital and without the prior
consent of GE Capital except to the extent required to do so under applicable
Requirements of Law and then, only after consulting with GE Capital prior
thereto.


Section 7.20           Non-Public Information; Confidentiality.


(a)           Each Lender acknowledges and agrees that it may receive
material non-public information hereunder concerning the Loan Parties and their
Affiliates and Securities and agrees to use such information in compliance with
all relevant policies, procedures and Contractual Obligations and applicable Requirements
of Laws (including Canadian federal and provincial security laws and
regulations).


(b)           Each Lender and the Administrative Agent agrees to use
reasonable efforts to maintain, in accordance with its customary practices, the
confidentiality of information obtained by it pursuant to any Loan Document,
except that such information may be disclosed (i) with the Borrower’s consent,
(ii) to Related Persons of such Lender or the Administrative Agent, as the case
may be, that are advised of the confidential nature of such information and are
instructed to keep such information confidential, (iii) to the extent such
information presently is or hereafter becomes available to such Lender or the
Administrative Agent, as the case may be, on a non-confidential basis from a
source other than any Loan Party, (iv) to the extent disclosure is required by
applicable Requirements of Law or other legal process or requested or demanded
by any Governmental Authority, (v) to the extent necessary or customary for
inclusion in league table measurements or in any tombstone or other advertising
materials (and the Loan Parties consent to the publication of such tombstone or
other advertising materials by the Administrative Agent, any Lender or any of
their Related Persons), (vi) to the National Association of Insurance
Commissioners or any similar organization, any examiner or any nationally
recognized rating agency or otherwise to the extent consisting of general
portfolio information that does not identify borrowers, (vii) to current or
prospective assignees, SPVs grantees of any option described in Section 11.2(f)
or participants, direct or contractual counterparties to any Secured Hedging
Document or any Hedging Agreement permitted hereunder and to their respective
Related Persons, in each case to the extent such assignees, participants,
counterparties or Related Persons agree to be bound by provisions substantially
similar to the provisions of this Section 11.20 and (viii) in
connection with the exercise of any remedy under any Loan Document.  In the event of any conflict between the
terms of this Section 11.20 and those of any other Contractual
Obligation entered into with any Loan Party (whether or not a Loan Document),
the terms of this Section 11.20 shall govern.



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Section 7.21           Patriot Act Notice.


Each Lender subject to the
USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Borrower
that, pursuant to Section 326 thereof, it is required to obtain, verify and
record information that identifies the Borrower, including the name and address
of the Borrower and other information allowing such Lender to identify the
Borrower in accordance with such act.


16.8        Restatement of Existing Loan
Agreement.


The parties hereto agree
that on the Closing Date, the following transactions shall be deemed to occur
automatically, without further action by any party hereto:


16.8.1     The Existing Loan Agreement shall be deemed
to be amended and restated in its entirety in the form of this Agreement
(provided, that the Liens thereunder in favour of the Administrative Agent
shall be deemed amended and restated in the form of the Guaranty and Security
Agreement);


16.8.2     All Existing Obligations shall, to the
extent not paid on the Closing Date, be deemed to be Obligations outstanding
hereunder;


16.8.3     The guarantees and Liens in favour of the
Administrative Agent for the benefit of the lenders under the Existing Loan
Agreement securing payment of the Existing Obligations shall remain in full
force and effect and shall be continuing with respect to the Obligations; and


16.8.4     All references in the other Loan Documents
to the Existing Loan Agreement shall be deemed to refer without further
amendment to this Agreement.


The parties acknowledge and
agree that this Agreement and the other Loan Documents do not constitute a
novation, payment and reborrowing or termination of the Existing Obligations
and that all such Existing Obligations are in all respects continued and
outstanding as Obligations under this Agreement and the Notes with only the
terms being modified from and after the effective date of this Agreement as
provided in this Agreement, the Notes and the other Loan Documents.


16.9        Permitted Liens.


The inclusion of reference
to Permitted Lien or Customary Permitted Liens in any Loan Document is not
intended to subordinate and shall not subordinate, and shall not be interpreted
as subordinating, any Lien created by any of the Loan Documents to any
Permitted Lien or Customary Permitted Liens.


[SIGNATURE PAGES FOLLOW]



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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


	
   

  	
  BEACON ROOFING SUPPLY CANADA
  COMPANY

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R.
  Grace

  	
   

  
	
   

  	
  Name: David R.
  Grace

  
	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CANADA
  FINANCE HOLDING COMPANY

  
	
   

  	
  as
  Administrative Agent and Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Morrone

  	
   

  
	
   

  	
  Name: Jack
  Morrone

  
	
   

  	
  Its Duly
  Authorized Signatory

  



 



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