Exhibit
10.1


 


 




 





 


$500,000,000


FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT


Dated as of November 2, 2006


among


BEACON SALES ACQUISITION, INC., as
Borrower


BEACON ROOFING SUPPLY, INC., as
one of the Guarantors


THE LENDERS AND L/C ISSUERS PARTY
HERETO


and


GENERAL ELECTRIC CAPITAL
CORPORATION, 

as Administrative Agent and Collateral Agent


  ̈  ̈  ̈


GE
CAPITAL MARKETS, INC., 

as Sole Lead Arranger and Bookrunner


 




 



















EXECUTION VERSION


TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS, INTERPRETATION AND
  ACCOUNTING TERMS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  DEFINED TERMS

  	
  1

  
	
  SECTION 1.2

  	
  UCC TERMS

  	
  39

  
	
  SECTION 1.3

  	
  ACCOUNTING TERMS AND PRINCIPLES

  	
  39

  
	
  SECTION 1.4

  	
  PAYMENTS

  	
  41

  
	
  SECTION 1.5

  	
  INTERPRETATION

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE II THE FACILITIES

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  THE COMMITMENTS

  	
  42

  
	
  SECTION 2.2

  	
  BORROWING PROCEDURES

  	
  43

  
	
  SECTION 2.3

  	
  SWING LOANS

  	
  45

  
	
  SECTION 2.4

  	
  LETTERS OF CREDIT

  	
  47

  
	
  SECTION 2.5

  	
  REDUCTION AND TERMINATION OF THE COMMITMENTS

  	
  50

  
	
  SECTION 2.6

  	
  REPAYMENT OF OBLIGATIONS

  	
  50

  
	
  SECTION 2.7

  	
  OPTIONAL PREPAYMENTS

  	
  51

  
	
  SECTION 2.8

  	
  MANDATORY PREPAYMENTS

  	
  52

  
	
  SECTION 2.9

  	
  INTEREST

  	
  52

  
	
  SECTION 2.10

  	
  CONVERSION AND CONTINUATION OPTIONS

  	
  53

  
	
  SECTION 2.11

  	
  FEES

  	
  54

  
	
  SECTION 2.12

  	
  APPLICATION OF PAYMENTS

  	
  54

  
	
  SECTION 2.13

  	
  PAYMENTS AND COMPUTATIONS

  	
  58

  
	
  SECTION 2.14

  	
  EVIDENCE OF DEBT

  	
  59

  
	
  SECTION 2.15

  	
  SUSPENSION OF EURODOLLAR RATE OPTION

  	
  61

  
	
  SECTION 2.16

  	
  BREAKAGE COSTS; INCREASED COSTS; CAPITAL
  REQUIREMENTS

  	
  61

  
	
  SECTION 2.17

  	
  TAXES

  	
  63

  
	
  SECTION 2.18

  	
  SUBSTITUTION OF LENDERS

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE III CONDITIONS TO LOANS AND LETTERS OF
  CREDIT

  	
  67

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  CONDITIONS PRECEDENT TO INITIAL LOANS AND LETTERS OF
  CREDIT

  	
  67

  
	
  SECTION 3.2

  	
  CONDITIONS PRECEDENT TO EACH LOAN AND LETTER OF
  CREDIT

  	
  69

  
	
  SECTION 3.3

  	
  CONDITIONS PRECEDENT TO EACH FACILITIES INCREASE

  	
  71

  
	
  SECTION 3.4

  	
  DETERMINATIONS OF INITIAL BORROWING CONDITIONS

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES

  	
  72

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  CORPORATE EXISTENCE; COMPLIANCE WITH LAW

  	
  72

  
	
  SECTION 4.2

  	
  LOAN DOCUMENTS

  	
  73

  
	
  SECTION 4.3

  	
  OWNERSHIP OF GROUP MEMBERS

  	
  73

  
	
  SECTION 4.4

  	
  FINANCIAL STATEMENTS

  	
  74

  
	
  SECTION 4.5

  	
  MATERIAL ADVERSE EFFECT

  	
  75

  
	
  SECTION 4.6

  	
  SOLVENCY

  	
  75

  
	
  SECTION 4.7

  	
  LITIGATION

  	
  75

  
	
  SECTION 4.8

  	
  TAXES

  	
  75

  
	
  SECTION 4.9

  	
  MARGIN REGULATIONS

  	
  76

  
	
  SECTION 4.10

  	
  NO BURDENSOME OBLIGATIONS; NO DEFAULTS

  	
  76

  
	
  SECTION 4.11

  	
  INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
  COMPANY ACT

  	
  76

  
	
  SECTION 4.12

  	
  LABOR MATTERS

  	
  76

  
	
  SECTION 4.13

  	
  ERISA

  	
  76

  
	
  SECTION 4.14

  	
  ENVIRONMENTAL MATTERS

  	
  77

  
	
  SECTION 4.15

  	
  INTELLECTUAL PROPERTY

  	
  78

  



 



 i
 






 



 


	
  SECTION 4.16

  	
  TITLE; REAL PROPERTY

  	
  78

  
	
  SECTION 4.17

  	
  INACTIVE SUBSIDIARY

  	
  78

  
	
  SECTION 4.18

  	
  FULL DISCLOSURE

  	
  79

  
	
   

  	
   

  	
   

  
	
  ARTICLE V FINANCIAL COVENANTS

  	
  79

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  MAXIMUM CONSOLIDATED LEVERAGE RATIO

  	
  79

  
	
  SECTION 5.2

  	
  CAPITAL EXPENDITURES

  	
  79

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI REPORTING COVENANTS

  	
  80

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  FINANCIAL STATEMENTS

  	
  80

  
	
  SECTION 6.2

  	
  OTHER EVENTS

  	
  82

  
	
  SECTION 6.3

  	
  COPIES OF NOTICES AND REPORTS

  	
  83

  
	
  SECTION 6.4

  	
  TAXES

  	
  83

  
	
  SECTION 6.5

  	
  LABOR MATTERS

  	
  83

  
	
  SECTION 6.6

  	
  ERISA MATTERS

  	
  83

  
	
  SECTION 6.7

  	
  ENVIRONMENTAL MATTERS

  	
  83

  
	
  SECTION 6.8

  	
  OTHER INFORMATION

  	
  84

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII AFFIRMATIVE COVENANTS

  	
  84

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  MAINTENANCE OF CORPORATE EXISTENCE

  	
  85

  
	
  SECTION 7.2

  	
  COMPLIANCE WITH LAWS, ETC.

  	
  85

  
	
  SECTION 7.3

  	
  PAYMENT OF OBLIGATIONS

  	
  85

  
	
  SECTION 7.4

  	
  MAINTENANCE OF PROPERTY

  	
  85

  
	
  SECTION 7.5

  	
  MAINTENANCE OF INSURANCE

  	
  85

  
	
  SECTION 7.6

  	
  KEEPING OF BOOKS

  	
  86

  
	
  SECTION 7.7

  	
  ACCESS TO BOOKS AND PROPERTY; FIELD EXAMS

  	
  86

  
	
  SECTION 7.8

  	
  ENVIRONMENTAL

  	
  86

  
	
  SECTION 7.9

  	
  USE OF PROCEEDS

  	
  87

  
	
  SECTION 7.10

  	
  ADDITIONAL COLLATERAL AND GUARANTIES

  	
  87

  
	
  SECTION 7.11

  	
  DEPOSIT ACCOUNTS; SECURITIES ACCOUNTS AND CASH
  COLLATERAL ACCOUNTS

  	
  88

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII NEGATIVE COVENANTS

  	
  89

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  INDEBTEDNESS

  	
  90

  
	
  SECTION 8.2

  	
  LIENS

  	
  91

  
	
  SECTION 8.3

  	
  INVESTMENTS

  	
  91

  
	
  SECTION 8.4

  	
  ASSET SALES

  	
  92

  
	
  SECTION 8.5

  	
  RESTRICTED PAYMENTS

  	
  93

  
	
  SECTION 8.6

  	
  PREPAYMENT OF INDEBTEDNESS

  	
  94

  
	
  SECTION 8.7

  	
  FUNDAMENTAL CHANGES

  	
  94

  
	
  SECTION 8.8

  	
  CHANGE IN NATURE OF BUSINESS

  	
  94

  
	
  SECTION 8.9

  	
  TRANSACTIONS WITH AFFILIATES

  	
  96

  
	
  SECTION 8.10

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

  	
  96

  
	
  SECTION 8.11

  	
  MODIFICATION OF CERTAIN DOCUMENTS

  	
  96

  
	
  SECTION 8.12

  	
  ACCOUNTING CHANGES; FISCAL YEAR

  	
  97

  
	
  SECTION 8.13

  	
  MARGIN REGULATIONS

  	
  97

  
	
  SECTION 8.14

  	
  COMPLIANCE WITH ERISA

  	
  97

  
	
  SECTION 8.15

  	
  HAZARDOUS MATERIALS

  	
  97

  
	
  SECTION 8.16

  	
  INACTIVE SUBSIDIARY

  	
  97

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX EVENTS OF DEFAULT

  	
  97

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  DEFINITION

  	
  97

  
	
  SECTION 9.2

  	
  REMEDIES

  	
  99

  
	
  SECTION 9.3

  	
  ACTIONS IN RESPECT OF LETTERS OF CREDIT

  	
  100

  



 



 ii
 






 



 


	
  ARTICLE X THE ADMINISTRATIVE AGENT

  	
  100

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  APPOINTMENT AND DUTIES

  	
  100

  
	
  SECTION 10.2

  	
  BINDING EFFECT

  	
  102

  
	
  SECTION 10.3

  	
  USE OF DISCRETION

  	
  102

  
	
  SECTION 10.4

  	
  DELEGATION OF RIGHTS AND DUTIES

  	
  102

  
	
  SECTION 10.5

  	
  RELIANCE AND LIABILITY

  	
  102

  
	
  SECTION 10.6

  	
  ADMINISTRATIVE AGENT INDIVIDUALLY

  	
  105

  
	
  SECTION 10.7

  	
  LENDER CREDIT DECISION

  	
  105

  
	
  SECTION 10.8

  	
  EXPENSES; INDEMNITIES

  	
  105

  
	
  SECTION 10.9

  	
  RESIGNATION OF ADMINISTRATIVE AGENT OR L/C ISSUER

  	
  106

  
	
  SECTION 10.10

  	
  RELEASE OF COLLATERAL OR GUARANTORS

  	
  107

  
	
  SECTION 10.11

  	
  ADDITIONAL SECURED PARTIES

  	
  109

  
	
  SECTION 10.12

  	
  CANADIAN FACILITY INTERCREDITOR AGREEMENT

  	
  109

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS

  	
  110

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  AMENDMENTS, WAIVERS, ETC.

  	
  110

  
	
  SECTION 11.2

  	
  ASSIGNMENTS AND PARTICIPATIONS; BINDING EFFECT

  	
  112

  
	
  SECTION 11.3

  	
  COSTS AND EXPENSES

  	
  116

  
	
  SECTION 11.4

  	
  INDEMNITIES

  	
  116

  
	
  SECTION 11.5

  	
  SURVIVAL

  	
  117

  
	
  SECTION 11.6

  	
  LIMITATION OF LIABILITY FOR CERTAIN DAMAGES

  	
  118

  
	
  SECTION 11.7

  	
  LENDER-CREDITOR RELATIONSHIP

  	
  118

  
	
  SECTION 11.8

  	
  RIGHT OF SETOFF

  	
  118

  
	
  SECTION 11.9

  	
  SHARING OF PAYMENTS, ETC.

  	
  119

  
	
  SECTION 11.10

  	
  MARSHALING; PAYMENTS SET ASIDE

  	
  119

  
	
  SECTION 11.11

  	
  NOTICES

  	
  119

  
	
  SECTION 11.12

  	
  ELECTRONIC TRANSMISSIONS

  	
  120

  
	
  SECTION 11.13

  	
  GOVERNING LAW

  	
  122

  
	
  SECTION 11.14

  	
  JURISDICTION

  	
  122

  
	
  SECTION 11.15

  	
  WAIVER OF JURY TRIAL

  	
  122

  
	
  SECTION 11.16

  	
  SEVERABILITY

  	
  123

  
	
  SECTION 11.17

  	
  EXECUTION IN COUNTERPARTS

  	
  123

  
	
  SECTION 11.18

  	
  ENTIRE AGREEMENT

  	
  123

  
	
  SECTION 11.19

  	
  USE OF NAME

  	
  123

  
	
  SECTION 11.20

  	
  NON-PUBLIC INFORMATION; CONFIDENTIALITY

  	
  123

  
	
  SECTION 11.21

  	
  PATRIOT ACT NOTICE

  	
  125

  
	
  SECTION 11.22

  	
  RESTATEMENT OF EXISTING LOAN AGREEMENT

  	
  125

  



 



 iii
 






 



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

  	
  –

  	
  Labor 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

  	
  –

  	
  Form of Swingline Request

  
	
  Exhibit E

  	
  –

  	
  Form of L/C Request

  
	
  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

  
	
   

  	
   

  	
  Consolidating Borrowing Base Certificate

  
	
  Exhibit J

  	
  –

  	
  Closing Checklist

  



 



 iv















EXECUTION VERSION


This FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 2, 2006, is entered
into among BEACON SALES ACQUISITION, INC., a Delaware corporation (the “Borrower”),
BEACON ROOFING SUPPLY, INC., a Delaware corporation (“Holdings”), the
Lenders (as defined below), the L/C Issuers (as defined below) and GENERAL
ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and
collateral agent for the Lenders and the L/C Issuers (in such capacity, and
together with its successors and permitted assigns, the “Administrative
Agent”).


The parties hereto
agree as follows:


1


Definitions, Interpretation and
Accounting Terms


1.1
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 UCC),
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:



 1
 






 



(a)           with respect to Revolving Loans and
Swing Loans, (i) if a Base Rate Loan, 0.00% and (ii) if a Eurodollar Rate Loan,
1.00%;


(b)           with respect to Term B Loans, (i) if
a Base Rate Loan, 0.75% and (ii) if a Eurodollar Rate Loan, 2.00%; and


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


Notwithstanding anything
herein to the contrary, Swing Loans may not be Eurodollar Rate Loans.


“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 interstate depository network services) provided
to any Loan Party by any Lender (or Affiliate of a Lender).


“Base Rate”
means, at any time, a rate per annum equal to the higher of (a) the rate last
quoted by The Wall Street Journal as the “base rate on corporate loans posted
by at least 75% of the nation’s largest banks” in the United States or, if The
Wall Street Journal ceases to quote such rate, the highest per annum interest
rate published by the Federal Reserve Board in Federal Reserve Statistical
Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or,
if such rate is no longer quoted therein, any similar rate quoted therein (as
determined by the Administrative Agent) or any similar release by the Federal
Reserve Board (as determined by the Administrative Agent) and (b) the sum of
0.5% per annum and the Federal Funds Rate.


“Base Rate Loan”
means any Loan that bears interest based on the Base Rate.



 2
 






 



“Beacon Canada”
means Beacon Roofing Supply Canada Company, a Nova Scotia unlimited liability
company.


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


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


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


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


“BofA Leasing
Agreements” has the meaning specified in Section 4.17.


“Borrowing”
means a borrowing consisting of Loans (other than Swing Loans and Loans deemed
made pursuant to Section 2.3 or 2.4) made in one Facility on
the same day by the Lenders according to their respective Commitments under
such Facility.


“Borrowing Base
Certificates” means the Consolidating Borrowing Base Certificates, the
Consolidated Borrowing Base Certificate and the Beacon Canada 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 New York City and, when determined
in connection with notices and determinations in respect of any Eurodollar Rate
or Eurodollar Rate Loan or any funding, conversion, continuation, Interest
Period or payment of any Eurodollar Rate Loan, that is also a day on which
dealings in Dollar deposits are carried on in the London interbank market.


“C Dollars”,
“C$” and “Canadian Dollars” each means the lawful money of
Canada.


“Canadian
Acknowledgement and Confirmation” means that certain acknowledgement and
confirmation dated as of the Closing Date among Administrative 



 3
 






 



Agent, Beacon Canada and
Beacon Canada, Inc. in form and substance acceptable to the Administrative
Agent.


“Canadian
Facility Agent” means GE Canada Finance Holding Company as the
administrative agent and collateral agent under the Canadian Facility Loan
Documents and any successor in such capacity appointed pursuant to Section
10.9 under the Canadian Facility Credit Agreement.


“Canadian
Facility Credit Agreement” means the Fourth Amended and Restated Credit
Agreement dated as of the Closing Date among Beacon Canada, the Canadian
Facility Agent and the Canadian Facility Lenders.


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


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


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


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


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


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


“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) 



 4
 






 



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 (as defined in the applicable UCC) 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 United
States federal government or (ii) issued by any agency of the United
States federal government the obligations of which are fully backed by the full
faith and credit of the United States federal government, (b) any
readily-marketable direct obligations issued by any other agency of the United
States federal government, any state of the United States or any political
subdivision of any such 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 state of
the United States, (d) any Dollar-denominated time deposit, insured certificate
of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by
(i) any Lender or (ii) 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 (C) has Tier 1 capital (as defined in such regulations) in
excess of $250,000,000 and (e) shares of any 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 $500,000,000 and (iii) has obtained from either S&P or Moody’s
the highest rating obtainable for money market funds in the United States; 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” means the occurrence of any of the following:  (a) any Person or group of Persons (within
the meaning of the Securities Exchange Act of 1934) other than the underwriters
in a public offering shall acquire beneficial ownership 



 5
 






 



(within the meaning of
Rule 13d-3 promulgated by the Securities Exchange Commission under the
Securities Exchange Act of 1934) of 25% or more of the issued and outstanding
shares of Stock of Holdings having the right to vote for the election of
directors of Holdings under ordinary circumstances; or (b) Holdings ceases to
beneficially and of record own and control all of the issued and outstanding
Stock of the Borrower free and clear of all Liens other than Liens in favor of
the Administrative Agent and Canadian Facility Agent; or (c) the Borrower
ceases to beneficially own and control, directly or indirectly, free and clear
of all Liens other than Liens in favor of the Administrative Agent and the
Canadian Facility Agent, 100% of the issued and outstanding shares of each
class of capital stock or other equity securities entitled (without regard to
the occurrence of any contingency) to vote for the election of a majority of
the members of the boards of directors of any Loan Party other than the
Borrower and Holdings.


“Closing Date”
means the first date on which any Loan is made or any Letter of Credit is
Issued 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
and Term B Loan Commitment.


“Commitment
Termination Date” means, (a) with respect to any Revolving Credit
Commitment, the Scheduled Revolving Credit Termination Date and (b) with
respect to any Term B Loan Commitment of any existing or prospective Lender,
(i) if such commitment is entered into as part of a Facilities Increase, the
earliest of (A) the date agreed by the Borrower and the Administrative Agent to
be the date of termination of the commitments for such Facilities Increase, (B)
any termination date expressly set forth in the commitment letter for such
commitment and (C) the Facilities Increase Date for such Facilities Increase
(after giving effect to the incurrence of any Term B Loan on such date) and
(ii) otherwise, the Closing Date (after giving effect to any Borrowing
occurring on such 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
Canadian Facility Credit Agreement.



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


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


“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 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.



 7
 






 



“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 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.


“Consolidating
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
such Person’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 



 8
 






 



(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.


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


“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.


“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) over such account to 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 



 9
 






 



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.


“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 Borrowing Base Certificate delivered as 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 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 



 10
 






 



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;


(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.


“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.



 11
 






 



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


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


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


“Domestic
Subsidiary Guarantor” means any Wholly Owned Subsidiary of the Borrower
which is both a Domestic Person 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 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;



 12
 






 



(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 $20,000 in the
aggregate with respect to which the account debtor is the United States of
America, any 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 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
Canada 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 UCC) 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;


(12)         Accounts subject to any Lien except
those in favor of the Administrative Agent, on behalf of itself and the
Lenders, and those in favor of the Canadian Facility Agent, on behalf of itself
and the Canadian Facility Lenders;


(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 Canada 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 



 13
 






 



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 New Jersey, or any other state denying creditors
access to its courts in the absence of a Notice of Business Activities Report
or other similar filing, unless the applicable Loan Party has either qualified
as a foreign corporation authorized to transact business in such state or has
filed a Notice of Business Activities Report or similar filing with the
applicable 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 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.



 14
 






 



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



 15
 






 



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


“Eurodollar
Base Rate” means, with respect to any Interest Period for any Eurodollar
Rate Loan, the rate determined by the Administrative Agent to be the offered
rate for deposits in Dollars for the applicable Interest Period appearing on
the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m. (London time) on
the second full Business Day next preceding the first day of each Interest
Period.  In the event that such rate does
not appear on the Dow Jones Markets Telerate Page 3750 (or otherwise on the Dow
Jones Markets screen) at such time, the “Eurodollar Base Rate” shall be
determined (a) in the case of Secured Hedging Reimbursement Obligations, by
such other method to determine the cost of funds of the applicable Secured
Hedging Counterparty as may be selected by such Secured Hedging Counterparty in
its sole discretion, and (b) otherwise, by reference to such other comparable
publicly available service for displaying the offered rate for deposit in
Dollars in the London interbank market as may be selected by the Administrative
Agent and, in the absence of availability, such other method to determine such
offered rate as may be selected by the Administrative Agent in its sole
discretion.


“Eurodollar
Rate” means, with respect to any Interest Period and for any Eurodollar
Rate Loan, an interest rate per annum determined as the ratio of (a) the
Eurodollar Base Rate with respect to such Interest Period for such Eurodollar
Rate Loan to (b) the difference between the number one and the Eurodollar
Reserve Requirements with respect to such Interest Period and for such
Eurodollar Rate Loan.


“Eurodollar
Rate Loan” means any Loan that bears interest based on the Eurodollar Rate.


“Eurodollar
Reserve Requirements” means, with respect to any Interest Period and for
any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without
duplication, of the maximum rates (expressed as a decimal number) of reserve
requirements in effect 2 Business Days prior to the first day of such Interest
Period (including basic, supplemental, marginal and emergency reserves) under
any regulations of the Federal Reserve Board or other Governmental Authority
having jurisdiction with respect thereto dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as “eurocurrency
liabilities” in Regulation D of the Federal Reserve Board) maintained by a
member bank of the United States Federal Reserve System.


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


“Excess Cash
Flow” means, for any period, (a) Consolidated EBITDA of Holdings for such
period, minus (b) without duplication, (i) any cash principal payment on
the Loans during such period (but only, in the case of payment in respect of
Revolving 



 16
 






 



Loans, to the extent that
the Revolving Credit Commitments are permanently reduced by the amount of such
payment) other than any mandatory prepayment required pursuant to Section 2.8(a)
because of the existence of Excess Cash Flow, (ii) any scheduled or other
mandatory cash principal payment made by the Borrower or any of its
Subsidiaries during such period on any Capitalized Lease Obligation or other
Indebtedness (but only, if such Indebtedness may be reborrowed, to the extent
such payment results in a permanent reduction in commitments thereof), (iii)
any Capital Expenditure made by such Person or any of its Subsidiaries during
such period to the extent permitted by this Agreement, excluding any such
Capital Expenditure to the extent financed through the incurrence of
Capitalized Lease Obligations or any long-term Indebtedness other than the
Obligations and any Capitalized Lease Obligations, (iv) the Consolidated
Interest Expense of such Person for such period, (v) any cash losses from
extraordinary items, (vi) any cash payment made during such period to satisfy
obligations for United States federal income taxes or other taxes measured by
net income or for capital and franchise taxes and (vii) the aggregate amounts
paid during such period in connection with Permitted Acquisitions (except for
amounts financed with the proceeds of Term B Loans or other long-term
Indebtedness other than Revolving Loans) and plus, (c) to the extent
included in the calculation of Consolidated EBITDA pursuant to clause (b)(i)
of the definition thereof, any provision for United States federal income taxes
or other taxes measured by net income or for capital or franchise taxes.


“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 Obligation of the Borrower, (b) the
grant by such Subsidiary of a Lien on any of its property as Collateral for any
Obligation of the Borrower or (c) such Subsidiary incurring Guaranty
Obligations with respect to any Obligation of Holdings, the Borrower or any
Domestic Person would, in the good faith judgment of the Borrower, 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 the Borrower 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 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
Letter of Credit” means each letter of credit previously issued under the
terms of the Existing Loan Agreement that is outstanding on the Closing Date.


“Existing Loan
Agreement” means that certain Third Amended and Restated Loan Agreement
dated as of October 14, 2005 among the Borrower, certain of 



 17
 






 



the Guarantors, 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.


“Facilities”
means (a) the Term Loan B Facility and (b) the Revolving Credit Facility.


“Facilities
Increase” has the meaning specified in Section 2.1(c).


“Facilities
Increase Date” has the meaning specified in Section 2.1(c).


“Facilities
Increase Notice” means a notice from the Borrower to the Administrative
Agent requesting a Facilities Increase, which may include any proposed term and
condition for such proposed Facilities Increase but shall include in any event
the amount of such proposed Facilities Increase.


“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as determined by the Administrative Agent in its sole
discretion.


“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 Canadian Facility Agent from the Borrower and
Beacon Canada and accepted by the Administrative Agent and the Canadian
Facility Agent, with respect to certain fees to be paid from time to time to
the Administrative Agent and the Canadian Facility Agent and their respective
Related Persons and (b) any additional fee letter entered into as part of a
Facilities Increase and executed by, among others, the Borrower and the
Administrative Agent.


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


“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 



 18
 






 



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 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, its Subsidiaries and Holdings.


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


“Guarantor”
means Holdings, each Wholly Owned Subsidiary of the Borrower 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 a guaranty and security agreement, 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 such holder against loss
with respect to such primary obligation, including (a) the direct or indirect
guaranty, 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 



 19
 






 



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.


“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 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 



 20
 






 



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.


“Initial
Projections” means those financial projections covering the Fiscal Years ending
in 2007 through 2013 and delivered to the Administrative Agent by the Borrower
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,
Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.


“Interest
Period” means, (a) with respect to any Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is made or converted to a
Eurodollar Rate Loan or, if such loan is continued, on the last day of the
immediately preceding Interest Period therefor and, in each case, ending 1, 2,
3 or 6 months thereafter, as selected by the Borrower pursuant hereto and (b)
with respect to any Secured Hedging Reimbursement Obligation, the period
commencing on the date such Secured Hedging Reimbursement Obligation first
becomes outstanding or, for all successive Interest Periods, on the last day of
the immediately preceding Interest Period therefor and, in each case, ending 1
month thereafter; provided, however, that (v) if any
Interest Period would otherwise end on a day that is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day, unless
the result of such extension would be to extend such Interest Period into
another such Business Day falls in the next calendar month, in which case such
Interest Period shall end on the immediately preceding Business Day, (w) any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a calendar
month, (x) the Borrower may not select any Interest Period for Eurodollar Rate
Loans (A) in the case of Revolving Loans, ending after the Scheduled Revolving
Credit Termination 



 21
 






 



Date and (B) in the case
of Term B Loans, ending after the Term B Loan Maturity Date, (y) the Borrower
may not select any Interest Period in respect of Loans having an aggregate
principal amount of less than $5,000,000 and (z) there shall be outstanding at
any one time no more than 10 Interest Periods for Eurodollar Rate Loans.


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



 22














 


“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.


“Issue”
means, with respect to any Letter of Credit, to issue, extend the expiration
date of, renew (including by failure to object to any automatic renewal on the
last day such objection is permitted), increase the face amount of, or reduce
or eliminate any scheduled decrease in the face amount of, such Letter of
Credit, or to cause any Person to do any of the foregoing.  The terms “Issued” and “Issuance” have
correlative meanings.


“L/C
Cash Collateral Account” means any Cash Collateral Account (a) specifically
designated as such by the Borrower in a notice to the Administrative Agent and
(b) from and after the effectiveness of such notice, not containing any funds
other than those required under the Loan Documents to be placed therein.


“L/C
Issuer” means (a) GE Capital or any of its Affiliates and (b) each Person
that hereafter becomes an L/C Issuer with the approval of, and pursuant to an
agreement with and in form and substance reasonably satisfactory to, the
Administrative Agent and the Borrower, in each case in their capacity as L/C
Issuers hereunder and together with their successors, and including, with
respect to the Existing Letters of Credit, the issuers of such Letters of
Credit.


“L/C
Obligations” means, for any Letter of Credit at any time, the sum of
(a) the L/C Reimbursement Obligations at such time for such Letter of
Credit and (b) the aggregate maximum undrawn face amount of such Letter of
Credit outstanding at such time.


“L/C
Reimbursement Agreement” has the meaning specified in Section 2.4(a).


“L/C
Reimbursement Date” has the meaning specified in Section 2.4(e).


“L/C
Reimbursement Obligation” means, for any Letter of Credit, the obligation
of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts
drawn under such Letter of Credit.


“L/C
Request” has the meaning specified in Section 2.4(b).


“L/C
Sublimit” means $20,000,000.


“Lender”
means, collectively, the Swingline Lender and any other financial institution
or other Person that (a) is listed on the signature pages hereof as a “Lender”,
(b) from time to time becomes a party hereto by execution of an Assignment,



 23
 






 



in
each case together with its successors or (c) becomes a party hereto in
connection with a Facilities Increase by execution of an assumption agreement
in connection with such Facilities Increase.


“Letter
of Credit” means any Existing Letter of Credit and any letter of credit
Issued pursuant to Section 2.4.


“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 Canada Guaranty and Security Agreement, the
Master Reaffirmation Agreement, the Canadian Acknowledgement and Confirmation,
the Mortgages, the Control Agreements, the Fee Letters, the
L/C Reimbursement Agreements, the Secured Hedging Documents, the Quebec
Security, the Canadian Facility Intercreditor Agreement and, when executed,
each document executed by a Loan Party and delivered to the Administrative
Agent, any Lender or any L/C Issuer 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 Borrower and each Guarantor.


“Master
Reaffirmation Agreement” means that certain master reaffirmation and
amendment to collateral documents dated as of the Closing Date among
Administrative Agent, Borrower, Holdings and the Domestic Subsidiary Guarantors
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



 24
 






 



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
$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 Canadian Facility Revolving
Credit Outstandings (converted from Canadian Dollars into an Equivalent Amount
of U.S. Dollars).


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


“Mortgage”
means any mortgage, deed of trust or other document executed or required herein
to be executed by any Loan Party and granting a security interest over real
property in favor 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 favor 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.


“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’, 



 25
 






 



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).


“Non-U.S.
Lender Party” means each of the Administrative Agent, each Lender, each L/C
Issuer, each SPV and each participant, in each case that is not a Domestic
Person.


“Note”
means a promissory note of the Borrower, in substantially the form of Exhibit B,
payable to the order of a Lender in any Facility in a principal amount equal to
the amount of such Lender’s Commitment under such Facility (or, in the case of
the Term B Loan Facility, the aggregate initial principal amount of the Term B
Loans).


“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 L/C Issuer, 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 and L/C Obligations, (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 (including those payable to L/C Issuers as described in Section 2.11).  “Obligations” shall also include all
obligations of the 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).



 26
 






 



“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” means any Proposed Acquisition (including any Proposed
Acquisition which constitutes a Permitted Small Acquisition) satisfying each of
the following conditions:


1.1.1.A   the
Administrative Agent shall receive at least 10 Business Days’ prior written
notice of such Proposed Acquisition, which notice shall include a reasonably
detailed description of such Proposed Acquisition;


1.1.1.A   such
Proposed Acquisition shall only involve assets located in the United States or
Canada and comprising a business, or those assets of a business, of a similar
type engaged in by the Borrower and the Domestic Subsidiary Guarantors as of
the Closing Date, and which business would not subject the Administrative Agent
or any Lender to regulatory or third party approvals in connection with the
exercise of its rights and remedies under this Agreement or any other Loan
Documents other than approvals applicable to the exercise of such rights and
remedies with respect to the Borrower and the Domestic Subsidiary Guarantors
prior to such Proposed Acquisition;


1.1.1.A   no
additional Indebtedness, Guaranty Obligations or other material liabilities
shall be incurred, assumed or otherwise be reflected on a Consolidated balance
sheet of Holdings and the Proposed Acquisition Target after giving effect to
such Proposed Acquisition, except (A) ordinary course trade payables, accrued
expenses and contingent liabilities of the Target and (B) Permitted
Indebtedness;


1.1.1.A   the
business and assets acquired in such Proposed Acquisition shall be free and
clear of all Liens (other than Permitted Liens);


1.1.1.A   at
or prior to the closing of such Proposed Acquisition, the Administrative Agent
will be granted a first priority perfected Lien (subject to Permitted Liens) in
substantially all assets acquired pursuant thereto or in the assets and Stock
of the Proposed Acquisition Target, and the Loan Parties and the Proposed
Acquisition Target shall have executed such documents and taken such actions as
may be reasonably required by the Administrative Agent in connection therewith;


1.1.1.A   at
the time of such Proposed Acquisition (before and after giving effect to such
Proposed Acquisition and all Loans funded in connection therewith),
Consolidated Availability shall exceed $20,000,000;


1.1.1.A   Within
five (5) Business Days following delivery of the notice referred to in clause
(1) above with respect to any Proposed Acquisition other than a Permitted Small
Acquisition (unless otherwise requested by the Administrative Agent with
respect to any Permitted Small Acquisition), or unless at the time of such
Proposed Acquisition (before and after giving effect to such Proposed
Acquisition



 27
 






 



and all Loans funded in connection therewith)
Consolidated Availability shall exceed $25,000,000, the Borrower shall have
delivered to the Administrative Agent, in form and substance reasonably
satisfactory to Agent:


(a)           a Consolidated
balance sheet, income statement and cash flow statement of Holdings (the “Acquisition
Pro Forma”), based on recent Financial Statements, which shall be complete and
shall fairly present in all material respects the assets, liabilities,
financial condition and results of operations of Holdings and its Subsidiaries
in accordance with GAAP consistently applied, but taking into account on a Pro
Forma Basis such Proposed Acquisition and the funding of all Loans in
connection therewith, and such Acquisition Pro Forma shall reflect that average
daily Consolidated Availability for the 30-day period preceding the
consummation of such Proposed Acquisition would have exceeded $20,000,000 on a Pro Forma Basis (after giving effect to such Proposed
Acquisition and all Loans funded in connection therewith as if made on the
first day of such period) and the Acquisition Projections (as hereinafter
defined) shall reflect that such Consolidated Availability of $20,000,000 shall continue for at least 30 days after the consummation
of such Proposed Acquisition and on a Pro Forma Basis, no Event of Default has
occurred and is continuing or would result after giving effect to such Proposed
Acquisition and the Borrower would have been in compliance on a Pro Forma Basis
with the financial covenants set forth in Article V, and on a Pro Forma
Basis would have a Consolidated Interest Coverage Ratio of not less than
2:00:1.0, for the twelve month period ending on the last day of the most recent
fiscal quarter for which Agent has received the quarterly financial statements
required to be delivered pursuant to Section 6.1(a) (after giving effect
to such Proposed Acquisition and all Loans funded in connection therewith as if
made on the first day of such period);


(b)       updated versions of the
most recently delivered Projections covering the 1 year period commencing on
the date of such Proposed Acquisition and otherwise prepared in accordance with
the Projections (the “Acquisition Projections”) and based upon historical
financial data of a recent date reasonably satisfactory to the Administrative
Agent, taking into account such Proposed Acquisition;


(c)           a certificate of the
chief financial officer of the Borrower on behalf of the Borrower to the effect
that: (w) the Loan Parties will be Solvent upon the consummation of the
Proposed Acquisition; (x) the Acquisition Pro Forma fairly presents the
Consolidated financial condition of Holdings and its Subsidiaries on a Pro
Forma Basis as of the date thereof after giving effect to the Proposed
Acquisition; (y) the Acquisition Projections are reasonable estimates of the
future financial performance of Holdings and its Subsidiaries subsequent to the
date thereof based upon the historical performance of Holdings and its Subsidiaries and the Proposed Acquisition Target
and show that Holdings and its
Subsidiaries shall continue to be in compliance with the financial covenants
set forth in Article V for the 1 year period thereafter; and (z) Holdings and its Subsidiaries have
completed their due diligence investigation with respect to the Proposed
Acquisition Target and such Proposed Acquisition, which investigation was
conducted in a manner similar to that which would have been conducted by a
prudent purchaser of a comparable business and the results of which
investigation were delivered to the Administrative Agent; and



 28
 






 



(d)           any documentation
required to be delivered in accordance with Section 7.10;


1.1.1.A   on
or prior to the date of such Proposed Acquisition, the Administrative Agent
shall have received, in form and substance reasonably satisfactory to the
Administrative Agent, environmental assessments satisfactory to the
Administrative Agent (if requested by the Administrative Agent), copies of the
acquisition agreement and related agreements and instruments, and all opinions,
certificates, lien search results and other documents reasonably requested by
the Administrative Agent, including any landlord waivers requested by the
Administrative Agent;


1.1.1.A   at
the time of such Proposed Acquisition and after giving effect thereto, no
Default has occurred and is continuing; and


1.1.1.A   The
Proposed Acquisition Target shall have Consolidated EBITDA, taking into account
verifiable cost addbacks approved by the Administrative Agent, for the most
recent four quarters prior to the acquisition date for which financial
statements are available, greater than zero.


Notwithstanding
the foregoing, the Accounts of the Proposed Acquisition Target shall not be
included in Eligible Accounts unless the Administrative Agent shall have
received the reports, listings and agings set forth in Section 6.1(j)
with respect to the Proposed Acquisition Target.


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



 29
 






 



“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 the Borrower 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” means a Proposed Acquisition in which the aggregate
amounts payable in connection with, and other consideration for (in each case,
including all transaction costs and all Indebtedness, liabilities and Guaranty
Obligations assumed or incurred in connection therewith or otherwise reflected
on a Consolidated balance sheet of Holdings and the Proposed Acquisition
Target), such Proposed Acquisition does not exceed $50,000,000.


“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.


“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 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.


“Proposed
Acquisition” means (a) any proposed acquisition that is consensual and
approved by the board of directors of such Proposed Acquisition Target, of all
or substantially all of the assets or Stock of any Proposed Acquisition Target
by the Borrower or any Domestic Subsidiary Guarantor (or by Holdings to the
extent such assets and Stock are transferred to the Borrower or any Domestic
Subsidiary of Guarantor



 30
 






 



contemporaneously
with such acquisition) or (b) any proposed merger of any Proposed Acquisition
Target with or into the Borrower or any Domestic Subsidiary Guarantor (and, in
the case of a merger with the Borrower, with the Borrower being the surviving
corporation).


“Proposed
Acquisition Target” means any Person or any brand, line of business,
division, branch, operating division or other unit operation of any Person.


“Pro
Rata Outstandings”, of any Lender at any time, means (a) in the case of the
Term B Loan Facility, the outstanding principal amount of the Term B Loans
owing to such Lender and (b) in the case of the Revolving Credit Facility,
the sum of (i) the outstanding principal amount of Revolving Loans owing to
such Lender and (ii) the amount of the participation of such Lender in the L/C
Obligations outstanding with respect to all Letters of Credit.


“Pro
Rata Share” means, with respect to any Lender and any Facility or
Facilities at any time, the percentage obtained by dividing (a) the sum of the
Commitments (or, if such Commitments in any such Facility are terminated, the
Pro Rata Outstandings therein) of such Lender then in effect under such
Facilities by (b) the sum of the Commitments (or, if such Commitments in any
such Facility are terminated, the Pro Rata Outstandings therein) of all Lenders
then in effect under such Facilities; provided, however, that, if
there are no Commitments and no Pro Rata Outstandings in any of such
Facilities, such Lender’s Pro Rata Share in such Facilities shall be determined
based on the Pro Rata Share in such Facilities 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 Beacon Canada in favor of the Administrative Agent.


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


“Reinvestment
Prepayment Amount” means, with respect to any Net Cash Proceeds on the
Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds less any amount paid or required to
be paid by any Group Member to make Permitted Reinvestments with such Net Cash
Proceeds pursuant to a Contractual Obligation entered into prior to such
Reinvestment Prepayment Date with any Person that is not an Affiliate of the
Borrower.


“Reinvestment Prepayment Date”
means, with respect to any portion of any Net Cash Proceeds of any Sale or
Property Loss Event, the earliest of (a) the 180th day after the
completion of the portion of such Sale or Property Loss Event corresponding to
such Net Cash Proceeds, (b) the date that is 5 Business Days after the date on
which the Borrower shall have notified the Administrative Agent of the



 31
 






 



Borrower’s
determination not to make Permitted Reinvestments with such Net Cash Proceeds,
(c) the occurrence of any Event of Default set forth in Section 9.1(e)(ii)
and (d) 5 Business Days after the delivery of a notice by the Administrative
Agent or the Required Lenders to the Borrower during the continuance of any
other Event of Default.


“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 Canadian
Facility Loan Documents.


“Release”
means any release, threatened release, spill, emission, leaking, pumping,
pouring, emitting, emptying, escape, injection, deposit, disposal, discharge,
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” means, at any time, Lenders (including for purposes hereof,
Canadian Facility Lenders) having at such time in excess of 50% of the sum of
(i) the aggregate Revolving Credit Commitments (or, if such Commitments are
terminated, the sum of the amounts of the participations in Swing Loans, the
principal amount of unparticipated portions of the Swing Loans and the Pro Rata
Outstandings in the Revolving Credit Facility) and Term B Loan Commitments (or,
if such Commitments are terminated, the Pro Rata Outstandings in the Term B
Loan Facility) then in effect plus (ii) the Canadian Facility Revolving
Credit Commitment (expressed in U.S. Dollars) (or if the Canadian Facility
Revolving Credit Commitment is terminated, the aggregate Canadian Facility
Revolving Credit Outstandings, expressed in U.S. Dollars) then in effect,
ignoring in each case, in such calculation, the amounts held by any Non-Funding
Lender (including for purposes hereof, any “Non-Funding Lender”, as
defined in the Canada Facility Credit Agreement).


“Required
Revolving Credit Lenders” means, at any time, Revolving Credit Lenders
(including for purposes hereof, Canadian Facility Lenders) having at such



 32
 






 



time
in excess of 50% of the sum of (i) the aggregate Revolving Credit Commitments
(or, if such Commitments are terminated, the sum of the amounts of the
participations in Swing Loans, the principal amount of the unparticipated
portions of the Swing Loans and the Pro Rata Outstandings in the Revolving
Credit Facility) then in effect plus (ii) the Canadian Facility Revolving
Credit Commitment (expressed in U.S. Dollars) (or, if the Canadian Facility
Revolving Credit Commitment is terminated, the aggregate Canadian Facility
Revolving Credit Outstandings, expressed in U.S. Dollars) then in effect,
ignoring in each case, in such calculation, the amounts held by any Non-Funding
Lender (including for purposes hereof, any “Non-Funding Lender” as defined in
the Canadian Facility Credit Agreement); provided, that at any time when
there are two or more Revolving Credit Lenders (including for purposes hereof,
Canadian Facility Lenders) in addition to GE Capital and GE Canada Finance
Holding Company and GE Capital and GE Canada Finance Holding Company would
otherwise constitute the Required Revolving Credit Lenders, then “Required Revolving
Credit Lenders” shall include at least two Revolving Credit Lenders (including
for purposes hereof, any Canadian Facility Lender) in addition to GE Capital
and GE Canada Finance Holding Company.


“Required
Term B Loan Lenders” means, at any time, Lenders having at such time in
excess of 50% of the aggregate Term B Loan Commitments (or, if such Commitments
are terminated, the Pro Rata Outstandings in the Term B Loan Facility) then in
effect, ignoring, in such calculation, the Commitments and Pro Rata Outstandings
of any Non-Funding Lender.


“Requirements
of Law” means, with respect to any Person, collectively, the common law and
all federal, 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 Consolidating Borrowing Bases (a) the Credit
Memoranda Reserve and the Dilution Reserve, and (b) reserves against Eligible
Accounts or the Consolidating Borrowing Bases 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



 33
 






 



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 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 and acquire interests in
other Revolving Credit Outstandings, 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 each additional
commitment by such Revolving Credit Lender in the Revolving Credit Facility
that is made as part of any Facilities Increase and as such amount may be
reduced pursuant to this Agreement.  The
aggregate amount of the Revolving Credit Commitments on the date hereof equals
$150,000,000.


“Revolving
Credit Facility” means the Revolving Credit Commitments and the provisions
herein related to the Revolving Loans, Swing Loans and Letters of Credit.


“Revolving
Credit Facility First Priority Collateral” means all Collateral
constituting cash, accounts receivable, chattel paper, documents, instruments,
and investment property, and all 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 Canadian 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 Canadian Facility Agent as a result of the exercise of its
remedies under the Canadian Facility Loan Documents after the occurrence and
during the occurrence of an “Event of Default” (as defined in the Canadian
Facility Loan Documents).



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“Revolving
Credit Lender” means each Lender that has a Revolving Credit Commitment,
holds a Revolving Loan or participates in any Swing Loan or Letter of Credit.


“Revolving
Credit Outstandings” means, at any time, the sum of, in each case to the
extent outstanding at such time, (a) the aggregate principal amount of the
Revolving Loans and Swing Loans and (b) the L/C Obligations for all Letters of
Credit.


“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.


“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 Term B Loan Maturity Date.


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


“Secured
Hedging Counterparty” means GE Capital 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.



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“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 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 L/C Issuers, 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



 36
 






 



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.


“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.).


“Swingline
Commitment” means $35,000,000.


“Swingline
Lender” means, each in its capacity as Swingline Lender hereunder,
GE Capital or, upon the resignation of GE Capital as Administrative Agent
hereunder, any Lender (or Affiliate or Approved Fund of any Lender) that
agrees, with the approval of the Administrative Agent (or, if there is no such
successor Administrative Agent, the Required Lenders) and the Borrower, to act
as the Swingline Lender hereunder.


“Swingline
Request” has the meaning specified in Section 2.3(b).


“Swing
Loan” has the meaning specified in Section 2.3.



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“Tax
Affiliate” means, (a) the Borrower and its Subsidiaries and (b) any
Affiliate of the Borrower with which the Borrower 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 specified in Section 2.1(b).


“Term
B Loan Commitment” means, with respect to each Term B Loan Lender, the commitment
of such Lender to make Term B Loans to the Borrower, which commitment is in the
amount set forth opposite such Lender’s name on Schedule I under
the caption “Term B Loan Commitment”, as amended to reflect Assignments
and each additional commitment by such Lender in the Term B Loan Facility that
is made as part of any Facilities Increase and as such amount may be reduced
pursuant to this Agreement.  The
aggregate amount of the Term B Loan Commitments on the date hereof equals
$350,000,000.


“Term
B Loan Facility” means the Term B Loan Commitments and the provisions
herein related to the Term B Loans.


“Term
B Loan First Priority Collateral” means all Collateral constituting
inventory, real property, equipment, fixtures, patents, 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.


“Term
B Loan Maturity Date” means September 30, 2013.


“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.



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“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.


“U.S.
Lender Party” means each of the Administrative Agent, each Lender, each L/C Issuer,
each SPV and each participant, in each case that is a Domestic Person.


“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.


1.2   UCC
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”.


1.3   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



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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.



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1.4   Payments.  The Administrative Agent may set up standards
and procedures to determine or redetermine the equivalent in Dollars of any
amount expressed in any currency other than Dollars and otherwise may, but
shall not be obligated to, rely on any determination made by any Loan Party or
any L/C Issuer.  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.


1.5   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 Illinois 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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2


The facilities


2.1   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)           Term B Loan Commitments.  (i) On the terms and subject to the
conditions contained in this Agreement, each Term B Loan Lender severally, but
not jointly, agrees to make a loan (each a “Term B Loan”) in Dollars to
the Borrower on the Closing Date, in an amount not to exceed such Lender’s Term
B Loan Commitment.  The parties hereto
acknowledge and agree that, immediately prior to the effectiveness of this
Agreement, the sum of the aggregate outstanding balance of the “Term Loans”
under the Existing Loan Agreement is $66,839,133, and that such amount is
converted into a portion of the Term B Loans hereunder, without constituting a
novation.


(ii)           Each Lender or
Eligible Assignee having, in its sole discretion, committed to a Facilities
Increase in the Term B Loan Facility shall agree as part of such commitment
that, on the Facilities Increase Date for such Facilities Increase of the Term
B Loan Facility, on the terms and subject to the conditions set forth in such
commitment or set forth in this Agreement as amended in connection with such
Facilities Increase, such Lender or Eligible Assignee shall make a loan in
Dollars to the Borrower in an amount not to exceed such commitment to such
Facilities Increase.


(iii)          Amounts of Term B
Loans repaid may not be reborrowed.


(c)           Facilities Increase.  (i) 
The Borrower may, after the Closing Date, deliver to the Administrative
Agent a Facilities Increase Notice to request an increase in the aggregate
Revolving Credit Commitments or the disbursement of additional Term B Loans (in
either case, a “Facilities Increase”) in a principal amount not to
exceed $200,000,000 in the aggregate for all such requests; provided, however,
that (A) no Facilities Increase shall be effective later than the sixth
anniversary of the Closing Date, (B) no Facilities Increase shall be effective
earlier than 10 Business Days after the delivery of the Facilities Increase
Notice to the Administrative Agent in respect of such Facilities Increase and
(C) no more than 5 Facilities Increases shall be made pursuant to



 42
 






 



this
clause (c).  Nothing in this
Agreement shall be construed to obligate any Lender to negotiate for (whether
or not in good faith), solicit, provide or consent to any increase in the
Commitments, and any such increase may be subject to changes in any term
herein.


(ii)           The Administrative
Agent shall promptly notify each Lender of the proposed Facilities Increase and
of the proposed terms and conditions therefor agreed between the Borrower and
the Administrative Agent.  Each such
Lender (and each of their Affiliates and Approved Funds) may, in its sole
discretion, commit to participate in such Facilities Increase by forwarding its
commitment to the Administrative Agent therefor in form and substance
satisfactory to the Administrative Agent. 
The Administrative Agent shall allocate, in its sole discretion but in
amounts not to exceed for each such Lender the commitment received from such
Lender, Affiliate or Approved Fund for the applicable Facility, the Commitments
to be made as part of the Facilities Increase in such Facility to the Lenders
from which it has received such commitments to participate in such
Facility.  If the Administrative Agent
does not receive enough commitments from existing Lenders, their Affiliates or
Approved Funds in a Facility subject to a Facility Increase, it may allocate
any excess in the proper amount of such Facilities Increase first, to Lenders
(or their Affiliates or Approved Funds) participating in other Facilities
having, in their sole discretion, committed to participate in such Facility
Increase for such Facility and then, to other Eligible Assignees.


(iii)          Each Facilities
Increase shall become effective after the satisfaction of the conditions
precedent set forth in Section 3.4, on a date agreed by the Borrower and
the Administrative Agent (a “Facilities Increase Date”).  The Administrative Agent shall notify the
Lenders and the Borrower, on or before 1:00 p.m. on the Business Day following
the Facilities Increase Date of the effectiveness of the Facilities Increase
and shall record in the Register all applicable additional information required
to be registered therein because of such Facilities Increase.


(iv)          On the Facilities
Increase Date for any Facilities Increase in the Revolving Credit Facility,
each Lender or Eligible Assignee participating in such Facilities Increase
shall purchase from each existing Revolving Credit Lender having Revolving
Loans outstanding on such Facilities Increase Date, without recourse or
warranty, an undivided interest and participation, to the extent of such
Revolving Credit Lender’s Pro Rata Share in the Revolving Credit Facility of
the new Revolving Credit Commitments (after giving effect to such Facilities
Increase), in the aggregate outstanding Revolving Loans, so as to ensure that,
on the Facilities Increase Date after giving effect to such Facilities
Increase, each Revolving Credit Lender holds its Pro Rata Share in the
Revolving Credit Facility and the Revolving Loans outstanding on such
Facilities Increase Date.


2.2          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 Base Rate Loans and (ii) the third
Business Day, in the case of a Borrowing of Eurodollar Rate Loans,



 43
 






 



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 Base
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
Eurodollar 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 Eurodollar 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. 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 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 or any participation in any
Swing Loan or Letter of Credit 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, the Swingline Lender or any L/C
Issuer.  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 Federal Funds 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 Base
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)
or participation.  The existence of any
Non-Funding



 44
 






 



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.


2.3   Swing
Loans.  (a) Availability.  On the terms and subject to the conditions
contained in this Agreement, the Swingline Lender may, in its sole discretion,
make loans in Dollars (each a “Swing Loan”) available to the Borrower
under the Revolving Credit Facility 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 not to exceed its
Swingline Commitment; provided, however, that the Swingline
Lender may not make any Swing Loan (x) to the extent that after giving effect
to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed
the Maximum Revolving Loan Amount and (y) in the period commencing on the first
Business Day after it receives notice from the Administrative Agent or the
Required Revolving Credit Lenders that one or more of the conditions precedent
contained in Section 3.2 are not satisfied and ending when such
conditions are satisfied or duly waived. 
In connection with the making of any Swing Loan, the Swingline Lender
may but shall not be required to determine that, or take notice whether, the
conditions precedent set forth in Section 3.2 have been satisfied
or waived.  Each Swing Loan shall be a
Base Rate Loan and must be repaid in full on the earliest of (i) the funding
date of any Borrowing of Revolving Loans and (ii) the Revolving Credit
Termination Date.  Within the limits set
forth in the first sentence of this clause (a), amounts of Swing Loans
repaid may be reborrowed under this clause (a).


(b)           Borrowing Procedures.  In order to request a Swing Loan, the
Borrower shall give to the Administrative Agent a notice to be received not
later than 1:00 p.m. on the day of the proposed borrowing, which may be made in
a writing substantially in the form of Exhibit D duly completed (a “Swingline
Request”) or by telephone if confirmed promptly but, in any event, prior to
such borrowing, with such a Swingline Request. 
In addition, if any Notice of Borrowing requests a Borrowing of Base
Rate Loans, the Swing Line Lender may, notwithstanding anything else to the
contrary in Section 2.2, make a Swing Loan available to the
Borrower in an aggregate amount not to exceed such proposed Borrowing, and the
aggregate amount of the corresponding proposed Borrowing shall be reduced
accordingly by the principal amount of such Swing Loan.  The Administrative Agent shall promptly
notify the Swingline Lender of the details of the requested Swing Loan.  Upon receipt of such notice and subject to
the terms of this Agreement, the Swingline Lender may make a Swing Loan
available to the Borrower by making the proceeds thereof available to the
Administrative Agent and, in turn, the Administrative Agent shall make such proceeds
available to the Borrower on the date set forth in the relevant Swingline
Request.


(c)           Refinancing Swing Loans.  The Swingline Lender may at any time forward
a demand to the Administrative Agent (which the Administrative Agent shall,
upon receipt, forward to each Revolving Credit Lender) that each Revolving
Credit Lender pay to the Administrative Agent, for the account of the Swingline
Lender, such



 45
 






 



Revolving
Credit Lender’s Pro Rata Share of all or a portion of the outstanding Swing
Loans.  Each Revolving Credit Lender
shall pay such Pro Rata Share to the Administrative Agent for the account of
the Swingline Lender.  Upon receipt by
the Administrative Agent of such payment (other than during the continuation of
any Event of Default under Section 9.1(e)), such Revolving Credit
Lender shall be deemed to have made a Revolving Loan to the Borrower, which,
upon receipt of such payment by the Swingline Lender from the Administrative
Agent, the Borrower shall be deemed to have used in whole to refinance such
Swing Loan.  In addition, regardless of
whether any such demand is made, upon the occurrence of any Event of Default
under Section 9.1(e), each Revolving Credit Lender shall be deemed
to have acquired, without recourse or warranty, an undivided interest and
participation in each Swing Loan in an amount equal to such Lender’s Pro Rata
Share of such Swing Loan.  If any payment
made by any Revolving Credit Lender as a result of any such demand is not
deemed a Revolving Loan, such payment shall be deemed a funding by such Lender
of such participation.  Such
participation shall not be otherwise required to be funded.  Upon receipt by the Swingline Lender of any
payment from any Revolving Credit Lender pursuant to this clause (c)
with respect to any portion of any Swing Loan, the Swingline Lender shall
promptly pay over to such Revolving Credit Lender all payments of principal (to
the extent received after such payment by such Lender) and interest (to the
extent accrued with respect to periods after such payment) received by the
Swingline Lender with respect to such portion.


(d)           Obligation to Fund Absolute.  Each Revolving Credit Lender’s obligations
pursuant to clause (c) above shall be absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever, including
(A) the existence of any setoff, claim, abatement, recoupment, defense or
other right that such Lender, any Affiliate thereof or any other Person may
have against the Swing Loan Lender, any other Secured Party or any other
Person, (B) the failure of any condition precedent set forth in Section 3.2
to be satisfied or the failure of the Borrower to deliver any notice set forth
in Section 2.2(a) (each of which requirements the Revolving Credit
Lenders hereby irrevocably waive) and (C) any adverse change in the condition
(financial or otherwise) of any Loan Party.



 46
 






 



2.4   Letters
of Credit. 
(a) Commitment and Conditions. 
On the terms and subject to the conditions contained herein, each L/C
Issuer agrees to Issue, at the request of the Borrower, in accordance with such
L/C Issuer’s usual and customary business practices, and for the account of the
Borrower (or, as long as the Borrower remains responsible for the payment in
full of all amounts drawn thereunder and related fees, costs and expenses, for
the account of any Group Member), Letters of Credit (denominated in Dollars)
from time to time on any Business Day during the period from the Closing Date
through the earlier of the Revolving Credit Termination Date and 7 days prior
to the Scheduled Revolving Credit Termination Date; provided, however,
that such L/C Issuer shall not be under any obligation to Issue any Letter of
Credit upon the occurrence of any of the following, after giving effect to such
Issuance:


a.                                       (A)
the aggregate Revolving Credit Outstandings would exceed the Maximum Revolving
Loan Amount or (B) the L/C Obligations for all Letters of Credit would exceed
the L/C Sublimit;


b.                                      the
expiration date of such Letter of Credit (A) is not a Business Day, (B) is more
than one year after the date of issuance thereof or (C) is later than
7 days prior to the Scheduled Revolving Credit Termination Date; provided,
however, that any Letter of Credit with a term not exceeding one year
may provide for its renewal for additional periods not exceeding one year as
long as (x) each of the Borrower and such L/C Issuer have the option to prevent
such renewal before the expiration of such term or any such period and (y)
neither such L/C Issuer nor the Borrower shall permit any such renewal to
extend such expiration date beyond the date set forth in clause (C)
above; or


c.                                       (A)
any fee due in connection with, and on or prior to, such Issuance has not been
paid, (B) such Letter of Credit is requested to be Issued in a form that is not
acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received,
each in form and substance reasonably acceptable to it and duly executed by the
Borrower (and, if such Letter of Credit is issued for the account of any other
Group Member, such Group Member), the documents that such L/C Issuer generally
uses in the ordinary course of its business for the Issuance of letters of
credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement
Agreement”).


For
each such Issuance, the applicable L/C Issuer may, but shall not be required
to, determine that, or take notice whether, the conditions precedent set forth
in Section 3.2 have been satisfied or waived in connection with the
Issuance of any Letter of Credit; provided, however, that no
Letter of Credit shall be Issued during the period starting on the first
Business Day after the receipt by such L/C Issuer of notice from the
Administrative Agent or the Required Revolving Credit Lenders that any
condition



 47
 






 



precedent
contained in Section 3.2 is not satisfied and ending on the date
all such conditions are satisfied or duly waived.


(b)           Notice of Issuance.  The Borrower shall give the relevant L/C
Issuer and the Administrative Agent a notice of any requested Issuance of any
Letter of Credit, which shall be effective only if received by such L/C Issuer
and the Administrative Agent not later than 11:00 a.m. on the third
Business Day prior to the date of such requested Issuance.  Such notice may be made in a writing
substantially the form of Exhibit E duly completed or in a writing
in any other form acceptable to such L/C Issuer (an “L/C Request”) or by
telephone if confirmed promptly, but in any event within one Business Day and
prior to such Issuance, with such an L/C Request.


(c)           Reporting Obligations of L/C
Issuers.  Each L/C Issuer agrees to
provide the Administrative Agent (which, after receipt, the Administrative
Agent shall provide to each Revolving Credit Lender), in form and substance
satisfactory to the Administrative Agent, each of the following on the
following dates:  (i) on or prior to (A)
any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under
any such Letter of Credit or (C) any payment (or failure to pay when due)
by the Borrower of any related L/C Reimbursement Obligation, notice thereof,
which shall contain a reasonably detailed description of such Issuance, drawing
or payment, (ii) upon the request of the Administrative Agent (or any Revolving
Credit Lender through the Administrative Agent), copies of any Letter of Credit
Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such
other documents and information as may reasonably be requested by the
Administrative Agent and (iii) on the first Business Day of each calendar
week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form
and substance reasonably satisfactory to the Administrative Agent, setting
forth the L/C Obligations for such Letters of Credit outstanding on the last
Business Day of the previous calendar week.


(d)           Acquisition of Participations.  Upon any Issuance of a Letter of Credit in
accordance with the terms of this Agreement resulting in any increase in the
L/C Obligations, each Revolving Credit Lender shall be deemed to have acquired,
without recourse or warranty, an undivided interest and participation in such
Letter of Credit and the related L/C Obligations in an amount equal to such
Lender’s Pro Rata Share of such L/C Obligations.


(e)           Reimbursement Obligations of the
Borrower.  The Borrower agrees to pay
to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation
owing with respect to such Letter of Credit no later than the first Business
Day after the Borrower receives notice from such L/C Issuer that payment has
been made under such Letter of Credit or that such L/C Reimbursement Obligation
is otherwise due (the “L/C Reimbursement Date”) with interest thereon
computed as set forth in clause (i) below.  In the event that any L/C Issuer incurs any
L/C Reimbursement Obligation not repaid by the Borrower as provided in
this clause (e) (or any such payment by the Borrower is rescinded or set
aside for any reason), such L/C Issuer shall promptly notify the Administrative
Agent of such failure (and, upon receipt of such notice, the 



 48
 






 



Administrative
Agent shall forward a copy to each Revolving Credit Lender) and, irrespective
of whether such notice is given, such L/C Reimbursement Obligation shall be
payable on demand by the Borrower with interest thereon computed (i) from the
date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement
Date, at the interest rate applicable during such period to Revolving Loans
that are Base Rate Loans and (ii) thereafter until payment in full, at the
interest rate applicable during such period to past due Revolving Loans that
are Base Rate Loans.


(f)            Reimbursement Obligations of the
Revolving Credit Lenders.  Upon
receipt of the notice described in clause (e) above from the
Administrative Agent, each Revolving Credit Lender shall pay to the
Administrative Agent for the account of such L/C Issuer its Pro Rata Share of
such L/C Reimbursement Obligation.  By
making such payment (other than during the continuation of an Event of Default
under Section 9.1(e)), such Lender shall be deemed to have made a
Revolving Loan to the Borrower, which, upon receipt thereof by such L/C Issuer,
the Borrower shall be deemed to have used in whole to repay such L/C
Reimbursement Obligation.  Any such
payment that is not deemed a Revolving Loan shall be deemed a funding by such
Lender of its participation in the applicable Letter of Credit and the related
L/C Obligations.  Such participation
shall not otherwise be required to be funded. 
Upon receipt by any L/C Issuer of any payment from any Lender pursuant
to this clause (f) with respect to any portion of any L/C Reimbursement
Obligation, such L/C Issuer shall promptly pay over to such Lender all payments
received after such payment by such L/C Issuer with respect to such portion.


(g)           Obligations Absolute.  The obligations of the Borrower and the
Revolving Credit Lenders pursuant to clauses (d), (e) and (f)
above shall be absolute, unconditional and irrevocable and performed strictly
in accordance with the terms of this Agreement irrespective of (i) (A) the
invalidity or unenforceability of any term or provision in any Letter of
Credit, any document transferring or purporting to transfer a Letter of Credit,
any Loan Document (including the sufficiency of any such instrument), or any
modification to any provision of any of the foregoing, (B) any document
presented under a Letter of Credit being forged, fraudulent, invalid,
insufficient or inaccurate in any respect or failing to comply with the terms
of such Letter of Credit or (C) any loss or delay, including in the
transmission of any document, (ii) the existence of any setoff, claim,
abatement, recoupment, defense or other right that any Person (including any
Group Member) may have against the beneficiary of any Letter of Credit or any
other Person, whether in connection with any Loan Document or any other
Contractual Obligation or transaction, or the existence of any other
withholding, abatement or reduction, (iii) in the case of the obligations
of any Revolving Credit Lender, (A) the failure of any condition precedent set
forth in Section 3.2 to be satisfied (each of which conditions precedent
the Revolving Credit Lenders hereby irrevocably waive) or (B) any adverse
change in the condition (financial or otherwise) of any Loan Party and (iv) any
other act or omission to act or delay of any kind of any Secured Party or any
other Person or any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this Section 2.4,
constitute a legal or 



 49
 






 



equitable
discharge of any obligation of the Borrower or any Revolving Credit Lender
hereunder.


2.5   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.


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


(b)           The Borrower promises to repay the
Term B Loans on the Term B Loan Maturity Date and at the dates and in the
amounts set forth below:




	
  Date

  	
   

  	
  Amount

  	
   

  
	
  December 31,
  2006

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  September 30,
  2007

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  December 31,
  2007

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  September 30,
  2008

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  December 31,
  2008

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  September 30,
  2009

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  December 31,
  2009

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  December 31,
  2010

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  June 30, 2011

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  September 30,
  2011

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  December 31,
  2011

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  March 31, 2012

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  June 30, 2012

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  September 30,
  2012

  	
   

  	
  $

  	
  875,000

  	
   

  






 



 50
 






 



 


	
  December 31, 2012

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  March 31, 2013

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  June 30, 2013

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  September 30, 2013

  	
   

  	
  $

  	
  326,375,000

  	
   

  



 


(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.


2.7   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 any Facility shall be in an
aggregate amount that is an integral multiple of $1,000,000.


2.8   Mandatory
Prepayments. 
(a) Excess Cash Flow.  On
May 15 of each Fiscal Year commencing on May 15, 2008, the Borrower shall pay
or cause to be paid to the Administrative Agent an amount equal to 50% of the
Excess Cash Flow for the prior Fiscal Year; provided, however,
that such prepayment shall not exceed $7,000,000 with respect to any Fiscal
Year.


(b)           Equity Issuances.  Upon receipt on or after the Closing Date by
any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from the
issuance or Sale by Holdings of its own Stock (other than (1) proceeds of the
issuance of Stock or Stock Equivalent by Holdings to members of the management
of Holdings or any of its Subsidiaries, (2) proceeds of the issuance of Stock
by Holdings in connection with a Permitted Acquisition, and (3) proceeds of the
issuance of Stock by Holdings in a primary public offering in an aggregate
amount not to exceed, with respect to any such offering, the sum of $80,000,000
plus 50% of the amount of such proceeds in excess of $80,000,000, and
not otherwise described in the preceding clauses (1) and (2)), the Borrower
shall immediately pay or cause to be paid to the Administrative Agent an amount
equal to 100% of such Net Cash Proceeds.


(c)           Asset Sales and Property Loss
Events.  Upon receipt on or after the
Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds
(excluding Net Cash Proceeds received by Beacon Canada to the extent required
to reduce the outstanding principal balance of the Canadian Facility Revolving
Outstandings in accordance with the Canadian Facility Credit Agreement) arising
from (i) any Sale by any Group Member of any of its property other than
Sales of its own Stock and Sales of property permitted hereunder in reliance
upon any of clauses (a) through (d) of Section 8.4 or (ii)
any Property Loss Event with respect to any property of



 51
 






 



any
Group Member to the extent resulting, in the aggregate with all other such
Property Loss Events, in the receipt by any of them of Net Cash Proceeds in
excess of $2,500,000, the Borrower shall immediately pay or cause to be paid to
the Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided,
however, that, upon any such receipt, as long as no Event of Default
shall be continuing, any Group Member may make Permitted Reinvestments with
such Net Cash Proceeds and the Borrower shall not be required to make or cause
such payment to the extent (x) such Net Cash Proceeds are intended to be used to
make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for
such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the
Administrative Agent an amount equal to the Reinvestment Prepayment Amount
applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.


(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).


2.9   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
Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the
Applicable Margin, each as in effect from time to time, (ii) in the case of
Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar
Rate and the Applicable Margin, each as in effect for the applicable Interest
Period, (iii) in the case of Secured Hedging Reimbursement Obligations, at a
rate per annum equal to the sum of Eurodollar Rate as in effect for the
applicable Interest Period and 1% and (iv) in the case of other Obligations, at
a rate per annum equal to the sum of the Base Rate and the Applicable Margin
for Revolving Loans that are Base 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), (B) if such Loan is a Term B Loan, upon the payment
or prepayment of the principal amount on which such interest has accrued and
(C)(1) if such Loan is a Base Rate Loan (including a Swing 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 Eurodollar Rate Loan, on the last
day of each Interest Period applicable to such Loan and, if applicable, on each
date during such Interest Period occurring every 3 months



 52
 






 



from
the first day of such Interest 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 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.


2.10 Conversion
and Continuation Options.  (a) Option.  The Borrower may elect (i) in the case of any
Eurodollar Rate Loan, (A) to continue such Eurodollar Rate Loan or any portion
thereof for an additional Interest Period on the last day of the Interest
Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any
portion thereof into a Base 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 Base Rate Loans (other than Swing Loans), to convert
such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any
time on any Business Day upon 3 Business Days’ prior notice; provided, however,
that, (x) for each Interest Period, the aggregate amount of Eurodollar Rate
Loans having such Interest Period must be an integral multiple of $100,000 and
(y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate
Loans and no continuation in whole or in part of Eurodollar 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) 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 Eurodollar Rate Loan, then, upon
the expiration of the applicable Interest Period, such Loan shall be
automatically converted to a Base Rate Loan. 
Each partial conversion or continuation shall be allocated ratably among
the Lenders in the applicable Facility in accordance with their Pro Rata Share.



 53
 






 



2.11 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
sum of (i) the aggregate outstanding principal amount of Revolving Loans and
(ii) the outstanding amount of the L/C Obligations for all Letters of
Credit (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)           Letter of Credit Fees.  The Borrower agrees to pay, with respect to
all Letters of Credit issued by any L/C Issuer, (i) to such L/C Issuer, certain
fees, documentary and processing charges as separately agreed between the
Borrower and such L/C Issuer or otherwise in accordance with such L/C Issuer’s
standard schedule in effect at the time of determination thereof and (ii) to
the Administrative Agent, for the benefit of the Revolving Credit Lenders
according to their Pro Rata Shares, a fee accruing at a rate per annum equal to
the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the
maximum undrawn face amount of such Letters of Credit, payable in arrears (A)
on the last day of each calendar quarter, ending after the issuance of such
Letter of Credit and (B) on the Revolving Credit Termination Date; provided,
however, that the fee payable under this clause (ii) shall be
increased by 2% per annum and shall be payable, in addition to be payable on
any date it is otherwise required to be paid hereunder, on demand effective
immediately upon (x) the occurrence of any Event of Default under Section 9.1(e)(ii)
or (y) 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.


(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.


2.12 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 (other than in respect of any payment required pursuant to Section 2.8(d)
or Section 7.11(b)) to repay the outstanding principal balance



 54
 






 



of
the Term B Loans, second, to repay the outstanding principal balance of the
Revolving Loans and the Swing Loans, third, in the case of any payment required
pursuant to Section 2.8(d) or Section 7.11(b), to provide
cash collateral to the extent and in the manner in Section 9.3 and,
then, any excess shall be retained by the Borrower.


(c)           Application of Payments During an
Event of Default.  (i) Each of
Holdings and 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 Canadian 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 Canadian Facility
Obligations in respect of any cost or expense reimbursements, fees or
indemnities then due to the Administrative Agent or the Canadian Facility
Agent;


second, to pay Obligations and Canadian Facility
Obligations in respect of any cost or expense reimbursements, fees or
indemnities then due to the Lenders, the Canadian Facility Lenders and the L/C
Issuers;


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


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



 55
 






 



seventh, to the ratable payment of all other Obligations
and Canadian 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 Canadian 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 Canadian Facility
Obligations in respect of any cost or expense reimbursements, fees or
indemnities then due to the Administrative Agent or the Canadian Facility
Agent;


second, to pay Obligations and Canadian Facility
Obligations in respect of any cost or expense reimbursements, fees or
indemnities then due to the Lenders, the Canadian Facility Lenders and the L/C
Issuers;


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 Canadian 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 Canadian Facility Credit
Agreement);


fifth, to pay interest then due and payable in respect of
the Revolving Loans, Canadian Revolving Loans, Swing Loans and L/C
Reimbursement Obligations;


sixth, to repay the outstanding principal amounts of the
Revolving Loans, Canadian Revolving Loans, Swing Loans and L/C Reimbursement
Obligations, to provide cash collateral for Letters of Credit in the manner and
to the extent described in Section 9.3;


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



 56
 






 



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 payments that would otherwise be
allocated to the Revolving Credit Lenders pursuant to this Section 2.12
shall instead be allocated first, to repay interest on Swing Loans, on
any portion of the Revolving Loans that the Administrative Agent may have
advanced on behalf of any Lender and on any L/C Reimbursement Obligation,
in each case for which the Administrative Agent or, as the case may be, the L/C
Issuer has not then been reimbursed by such Lender or the Borrower, second
to pay the outstanding principal amount of the foregoing obligations and third,
to repay the Revolving Loans.  All
repayments of any Revolving Loans or Term B Loans shall be applied first, to
repay such Loans outstanding as Base Rate Loans and then, to repay such Loans
outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having
earlier expiring Interest Periods being repaid prior to those having later
expiring Interest Periods.  All
repayments of Term B Loans shall be applied to reduce ratably the remaining
installments of such outstanding principal amounts of the Term B Loans.  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.



 57
 






 



2.13 Payments
and Computations. 
(a) Procedure.  The
Borrower shall make each payment under any Loan Document not later than 1:00
p.m. 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:


ABA No. 021-001-033


Account Number 50279791


Deutsche Bank N.A.


New York, New York


Account Name:  GECC Depository
Account


Reference:  GE
Capital Re Beacon Sales Acquisition, Inc.


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.  Each
Revolving Credit Lender shall make each payment for the account of any L/C
Issuer or Swingline Lender required pursuant to Section 2.3 or 2.4
(A) if the notice or demand therefor was received by such Lender prior to
11:00 a.m. on any Business Day, on such Business Day and
(B) otherwise, on the Business Day following such receipt.  Payments received by the Administrative Agent
after 1:00 p.m. shall be deemed to be received on the next Business Day.


(b)           Computations of Interests and Fees.  All computations of interest and of fees
shall be made by the Administrative Agent on the basis of a year of 360 days
(or, in the case of Base Rate Loans whose interest rate is calculated based on
the rate set forth in clause (a) of the definition of “Base Rate”,
365/366 days), in each case 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 Eurodollar Rate or Base
Rate in accordance with the definitions of “Eurodollar Rate” and “Base Rate”,
respectively) or, if applicable in the case of the Eurodollar 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.


(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



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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 Federal Funds Rate for the
first Business Day and thereafter, at the rate applicable to Base Rate Loans
under the applicable Facility) 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.


2.14 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 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, each Lender and each L/C Issuer in the Term B Loans
and the Revolving Credit Outstandings, each of their obligations under this
Agreement to participate in each Loan, Letter of Credit and
L/C Reimbursement Obligation, 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 the L/C Issuers (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 each funding of any participation described in clause
(A) above, for Eurodollar Rate Loans, the Interest Period applicable
thereto, (4) the amount of any principal or interest due and payable or paid,
(5) the amount of the L/C Reimbursement Obligations due and payable or paid and
(6) any other payment received by the Administrative Agent from the Borrower
and its application to the Obligations.



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(c)           Registered Obligations.  Notwithstanding anything to the contrary
contained in this Agreement, the Loans (including any Notes evidencing such
Loans and, in the case of Revolving Loans, the corresponding obligations to
participate in L/C Obligations and Swing Loans) and the L/C Reimbursement
Obligations are registered obligations, the right, title and interest of the
Lenders and the L/C Issuers and their assignees in and to such Loans or
L/C Reimbursement Obligations, as the case may be, shall be transferable
only upon notation of such transfer in the Register and no assignment thereof
shall be effective until recorded therein. 
This Section 2.14 and Section 11.2 shall be
construed so that the Loans and L/C Reimbursement Obligations are at all times
maintained in “registered form” within the meaning of
Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related
regulations (and any successor provisions).


(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, the Lenders and the L/C Issuers shall treat each
Person whose name is recorded in the Register as a Lender or L/C Issuer, as
applicable, for all purposes of this Agreement. 
Information contained in the Register with respect to any Lender or any
L/C Issuer shall be available for access by the Borrower, the Administrative
Agent, such Lender or such L/C Issuer at any reasonable time and from time
to time upon reasonable prior notice.  No
Lender or L/C Issuer 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 or L/C Issuer 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 in a Facility and substantially in the form of Exhibit B; provided,
however, that only one Note for each Facility shall be issued to each
Lender, except (i) to an existing Lender exchanging existing Notes to 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.



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2.15        Suspension
of Eurodollar Rate Option.  Notwithstanding any provision to the contrary
in this Article II, the following shall apply:


2.15.1     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 Eurodollar Rate is determined or (B) the Required
Lenders notify the Administrative Agent that the Eurodollar Rate for any
Interest Period will not adequately reflect the cost to the Lenders of making
or maintaining such Loans for such Interest Period, the Administrative Agent
shall promptly so notify the Borrower and the Lenders, whereupon the obligation
of each Lender to make or to continue Eurodollar 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.


2.15.2     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 Eurodollar Rate Loans or to continue to fund
or maintain Eurodollar 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 Eurodollar 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 Eurodollar Rate Loans.


2.15.3     Effect
of Suspension.  If the obligation of
any Lender to make or to continue Eurodollar Rate Loans is suspended, (A) the
obligation of such Lender to convert Base Rate Loans into Eurodollar Rate Loans
shall be suspended, (B) such Lender shall make a Base Rate Loan at any time
such Lender would otherwise be obligated to make a Eurodollar Rate Loan, (C)
the Borrower may revoke any pending Notice of Borrowing or Notice of Conversion
or Continuation to make or continue any Eurodollar Rate Loan or to convert any
Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar 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
Interest Period thereof) be converted into a Base Rate Loan.


2.16        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 prepare to fund, to fund or to maintain the Eurodollar 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 Eurodollar 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 Eurodollar Rate Loan is paid (whether
through a scheduled, optional or mandatory prepayment) or converted to a Base
Rate Loan (including because of Section 2.15) on a



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date that is not the last day of the applicable Interest Period or
(C) as a consequence of any failure by the Borrower to repay Eurodollar
Rate Loans when required by the terms hereof. 
For purposes of this clause (a), each Lender shall be deemed to
have funded each Eurodollar Rate Loan made by it using a matching deposit or
other borrowing in the London interbank market.


(b)           Increased Costs.  If at any time any Lender or L/C Issuer
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 (other than any imposition or increase of Eurodollar Reserve
Requirements) from any Governmental Authority shall have the effect of (i)
increasing the cost to such Lender of making, funding or maintaining any
Eurodollar Rate Loan or to agree to do so or of participating, or agreeing to
participate, in extensions of credit, (ii) increasing the cost to such L/C
Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do so
or (iii) imposing any other cost to such Lender or L/C Issuer with respect to
compliance with its obligations under any Loan Document, then, upon demand by
such Lender or L/C Issuer (with copy to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender or L/C
Issuer amounts sufficient to compensate such Lender or L/C Issuer for such
increased cost.


(c)           Increased Capital Requirements.  If at any time any Lender or L/C Issuer
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 (other than any imposition or increase of Eurodollar Reserve
Requirements) 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 L/C Issuer or any
similar requirement (in each case other than any imposition or increase of
Eurodollar Reserve Requirements) shall have the effect of reducing the rate of
return on the capital of such Lender’s or L/C Issuer (or any corporation
controlling such Lender or L/C Issuer) as a consequence of its obligations
under or with respect to any Loan Document or Letter of Credit to a level below
that which, taking into account the capital adequacy policies of such Lender,
L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have
achieved but for such adoption or change, then, upon demand from time to time
by such Lender or L/C Issuer (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.


(d)           Compensation Certificate.  Each demand for compensation under this Section 2.16
shall be accompanied by a certificate of the Lender or L/C Issuer 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 or L/C Issuer may use any reasonable averaging and attribution methods.



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2.17        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 the taxes
set forth in clauses (i) and (ii) below, the “Taxes”)
other than for (i) taxes measured by net income (including branch profits
taxes) 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) or (ii) taxes that are directly attributable to
the failure (other than as a result of a change in any Requirement of Law) by
any Secured Party to deliver the documentation required to be delivered
pursuant to clause (f) below.


(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 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 Swingline Lender may, without any need for notice, demand or consent
from the Borrower, by making funds available to



 63
 






 



the
Administrative Agent in the amount equal to any such payment, make a Swing 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 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)            Tax Forms.  (i) Each Non-U.S. Lender Party that, at any
of the following times, is entitled to an exemption from United States
withholding tax or, after a change in any Requirement of Law, is subject to
such withholding tax at a reduced rate under an applicable tax treaty, shall
(w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S.
Lender Party” hereunder, (x) on or prior to the date on which any such
form or certification expires or becomes obsolete, (y) after the occurrence of
any event requiring a change in the most recent form or certification
previously delivered by it pursuant to this clause (i) and (z) from
time to time if requested by the Borrower or the Administrative Agent (or, in
the case of a participant or SPV, the relevant Lender), provide the
Administrative Agent and the Borrower (or, in the case of a participant or SPV,
the relevant Lender) with two completed originals of each of the following, as
applicable:  (A) Forms W-8ECI (claiming
exemption from U.S. withholding tax because the income is effectively connected
with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction
of, U.S. withholding tax under an income tax treaty) or any successor forms,
(B) in the case of a Non-U.S. Lender Party claiming exemption under Sections
871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S.
withholding tax under the portfolio interest exemption) or any successor form
and a certificate in form and substance acceptable to the Administrative Agent
that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of
Section 881(c)(3)(A) of the



 64
 






 



Code,
(2) a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code or (C) any other applicable document
prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender
Party to such exemption from United States withholding tax or reduced rate with
respect to all payments to be made to such Non-U.S. Lender Party under the Loan
Documents.  Unless the Borrower and the
Administrative Agent have received forms or other documents satisfactory to
them indicating that payments under any Loan Document to or for a Non-U.S.
Lender Party are not subject to United States withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the Loan Parties and
the Administrative Agent shall withhold amounts required to be withheld by
applicable Requirements of Law from such payments at the applicable statutory
rate.



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(i)            Each U.S. Lender Party shall (A) on or prior to the
date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or
prior to the date on which any such form or certification expires or becomes
obsolete, (C) after the occurrence of any event requiring a change in the most
recent form or certification previously delivered by it pursuant to this clause
(f) and (D) from time to time if requested by the Borrower or the Administrative
Agent (or, in the case of a participant or SPV, the relevant Lender), provide
the Administrative Agent and the Borrower (or, in the case of a participant or
SPV, the relevant Lender) with two completed originals of Form W-9 (certifying
that such U.S. Lender Party is entitled to an exemption from U.S. backup
withholding tax) or any successor form.


(ii)           Each Lender having sold a participation in any of its
Obligations or identified an SPV as such to the Administrative Agent shall
collect from such participant or SPV the documents described in this clause
(f) and provide them to the Administrative Agent.


2.18        Substitution
of Lenders. 
(a) Substitution Right.  In
the event that any Lender in any Facility 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 Eurodollar Rate Loan in
such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b)
(Taxes), (iv) becomes a Non-Funding Lender with respect to such Facility
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 in such Facility, the Borrower may either
pay in full such Affected Lender with respect to amounts due in such Facility
with the consent of the Administrative Agent or substitute for such Affected
Lender in such Facility any Lender or any Affiliate or Approved Fund of any
Lender or any other Person acceptable (which 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 under such Facility, 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 with respect to such Facility (including those that will be owed because
of such payment and all Obligations that would be owed to such Lender if it was
solely a Lender in such Facility), (ii) in the case of a payment in full of the
Obligations owing to such Affected Lender in the Revolving Credit Facility,
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



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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 under such Facility.


(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 in
any Facility, such Affected Lender’s Commitments in such Facility shall be
terminated and (ii) in the case of any substitution in any Facility, (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 such 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 such Facility
in the amount of such Affected Lender’s Commitment in such 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 such 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.


3


Conditions To Loans And Letters
Of Credit


3.1          Conditions
Precedent to Initial Loans and Letters of Credit.  The obligation of each Lender to make any
Loan on the Closing Date and the obligation of each L/C Issuer to Issue
any Letter of Credit on the Closing Date is subject to the satisfaction or due
waiver of each of the following conditions precedent on or before the Closing
Date:


3.1.1       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:


3.1.1.A   this
Agreement duly executed by Holdings and 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 in each
applicable Facility conforming to the requirements set forth in Section 2.14(e);


3.1.1.B   the
Guaranty and Security Agreement, duly executed by each Loan Party, together
with (A) copies of UCC, Intellectual Property and other appropriate search
reports and of all effective prior filings listed therein, together with
evidence of the termination of such



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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 Agreement and related undated
powers or endorsements duly executed in blank 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;


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


3.1.1.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);


3.1.1.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 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;


3.1.1.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 and Letters of
Credit, 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 Canadian
Facility Credit Agreement;


3.1.1.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


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


3.1.2       Fee
and Expenses.  There shall have been
paid to the Administrative Agent, for the account of the Administrative Agent,
its Related Persons, any L/C Issuer 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.



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3.1.3       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.


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


3.1.5       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 J, each in form and substance reasonably
satisfactory to the Administrative Agent;


3.1.6       Availability.  No Revolving Loans shall be advanced on the
Closing Date, and after giving effect to the consummation of the transactions
contemplated hereunder, the payment of all costs and expenses in connection
therewith, the funding of the initial Loans and issuance of the initial Letters
of Credit, Availability shall be not less than $150,000,000.


3.1.7       Consolidated
EBITDA; Consolidated Leverage Ratio. 
The Borrower shall have delivered evidence to the satisfaction of the
Administrative Agent that: (i) Consolidated EBITDA of Holdings and its
Subsidiaries for the four Fiscal Quarters ending September 30, 2006 (adjusted
on a pro forma basis for acquisitions consummated by the Borrower during such period
and for verifiable cost addbacks approved by the Administrative Agent) (“Pro
Forma Consolidated EBITDA”) is not less than $126,000,000 and (ii) the
Consolidated Leverage Ratio of Holdings and its Subsidiaries as of the Closing
Date (after giving effect to the funding of the initial Loans and the
consummation of the other transactions contemplated hereunder on the Closing
Date and based upon the Pro Forma Consolidated EBITDA of Holdings and its
Subsidiaries) does not exceed 2.40:1.00.


3.1.8       Debt
Ratings.  The Term B Loan Facility
shall have received private ratings from each of Moody’s and S&P.


3.2          Conditions
Precedent to Each Loan and Letter of Credit.  The obligation of each Lender on any date
(including the Closing Date) to make any Loan and of each L/C Issuer on any
date (including the Closing Date) to Issue any Letter of Credit is subject to
the satisfaction of each of the following conditions precedent:


3.2.1       Request.  The Administrative Agent (and, in the case of
any Issuance, the relevant L/C Issuer) shall have received, to the extent
required by Article II, a written, timely and duly executed and
completed Notice of Borrowing, Swingline Request or, as the case may be, L/C
Request.


3.2.2       Representations
and Warranties; No Defaults.  The
following statements shall be true on such date, both before and after giving
effect to such Loan or, as applicable, such Issuance:  (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.



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3.2.3       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, Swingline
Request or L/C Request (or any certificate delivered in connection therewith)
shall be deemed to be made again on and as of the date of the relevant Loan or
Issuance and the acceptance of the proceeds thereof or of the delivery of the
relevant Letter of Credit.



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3.3          Conditions
Precedent to Each Facilities Increase.  The effectiveness of each Facilities Increase
shall be subject to the satisfaction of all of the following conditions
precedent:


3.3.1       Certain
Documents. The Administrative Agent shall have received on or prior to the
Facilities Increase Date for such Facilities Increase each of the following,
each dated such Facilities Increase Date unless otherwise indicated or agreed
to by the Administrative Agent, in form and substance satisfactory to the
Administrative Agent:


3.3.1.A   written
commitments duly executed by existing Lenders or Eligible Assignees in an
aggregate amount equal to the amount of the proposed Facilities Increase (as
agreed between the Borrower and the Administrative Agent but in any case not to
exceed, in the aggregate for all such Facilities Increases, the maximum amount
set forth in the Facilities Increase Notice) and, in the case of each such
Eligible Assignee, an assumption agreement in form and substance satisfactory
to the Administrative Agent and duly executed by the Borrower, the
Administrative Agent and such Eligible Assignee;


3.3.1.B   an
amendment to this Agreement (including to Schedule I), effective as of
the Facilities Increase Date and executed by the Borrower and the
Administrative Agent, to the extent necessary to implement terms and conditions
of the Facilities Increase (including interest rates, fees and scheduled
repayment dates and maturity), as agreed by the Borrower and the Administrative
Agent but, which, in any case, except for interest, fees, scheduled repayment
dates and maturity, shall not be applied materially differently to the
Facilities Increase and the existing Facilities;


3.3.1.C   for
the account of each Lender or Eligible Assignee participating in such
Facilities Increase having requested the same by notice to the Administrative
Agent and the Borrower received by each at least three Business Days prior to
the Facilities Increase Date (or such later date as may be agreed by the
Borrower), Notes in each applicable Facility conforming to the requirements set
forth in Section 2.14(e);


3.3.1.D   for
each Loan Party executing any Loan Document as part of such Facilities
Increase, a certificate of the secretary or other officer of such Loan Party in
charge of maintaining books and records of such Loan Party certifying as to 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 document executed as part of such Facilities Increase to
which such Loan Party is a party;


3.3.1.E    a
duly executed favorable opinion of counsel to the Loan Parties, in Illinois,
addressed to the Administrative Agent, the L/C Issuers and the Lenders and
addressing such matters as the Administrative Agent may reasonably request; and


3.3.1.F    such
other document as the Administrative Agent may reasonably request or as any
Lender participating in such Facilities Increase may require as a condition to
its commitment in such Facilities Increase.


3.3.2       Fee
and Expenses.  There shall have been
paid to the Administrative Agent, for the account of the Administrative Agent,
the Arranger, any Lender (including any Person becoming a Lender as part of
such Facilities Increase on such Facilities Increase Date) or any L/C Issuer,
as the case may be, all fees and expenses due and payable on or before the
Facilities Increase Date for such Facilities Increase.



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3.3.3       Conditions
to Extensions of Credit.  As of the
Facilities Increase Date for such Facilities Increase, (i) the conditions
precedent set forth in Section 3.2 shall have been satisfied both before
and after giving effect to such Facilities Increase, (ii) such Facilities
Increase shall be made on the terms and conditions set forth in Section
2.1(c)(i) and (iii) the Group Members shall be in compliance with Article
V as of the most recently ended Fiscal Quarter for which Financial
Statements were delivered hereunder on a pro forma basis both before and after
giving effect to such Facilities Increase.


3.3.4       Maintenance
of Applicable Margins.  As of the
Facilities Increase Date for such Facilities Increase, (i) if the Applicable
Margins applicable to such Facilities Increase exceed the Applicable Margins
applicable to the existing Facility which is the subject of such Facilities
Increase, then the Applicable Margins applicable to such existing Facility
shall be increased such that the Applicable Margins applicable to such existing
Facility shall equal the Applicable Margins applicable to such Facilities
Increase and (ii) the weighted average life of any Facility modified as part of
such Facilities Increase shall not be shorter than the weighted average life
for the corresponding Facility prior to giving effect to such modification.


3.4          Determinations
of Initial Borrowing Conditions.  For purposes of determining compliance with the
conditions specified in Sections 3.1 and 3.3, 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
(or, as the case may be, the corresponding Facilities Increase 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 (or, as the case may be, the
corresponding Facilities Increase Date).


4


Representations and Warranties


To
induce the Lenders, the L/C Issuers and the Administrative Agent to enter into
the Loan Documents, each of Holdings and 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:


4.1          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



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compliance with its Constituent Documents, (e) is in compliance with
all applicable Requirements of 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.


4.2          Loan
Documents. 
(a) Power and Authority. 
The execution, delivery and performance by each Loan Party of the Loan
Documents and Canadian 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 Canadian 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, and (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.


4.3          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 the Borrower or Holdings. 
All outstanding Stock of each of them has been validly issued, is fully
paid and non-assessable (to the extent applicable) and, except in the case of
Holdings, is



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owned beneficially and of record by a Group Member (or, in the case of
the Borrower, 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.


4.4          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



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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.


4.5          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.


4.6          Solvency.  Both before and after giving effect to (a)
the Loans and Letters of Credit made or Issued 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.


4.7          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 the Borrower 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 Letters of Credit, the Related Documents, the Related
Transactions and the other transactions contemplated therein and would not, in
the aggregate, have a Material Adverse Effect.


4.8          Taxes.  All federal, 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 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



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a member of an affiliated, combined or unitary group other than the
group of which a Tax Affiliate is the common parent.


4.9          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.


4.10        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.


4.11        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.


4.12        Labor
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, labor
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.


4.13        ERISA.  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



 76
 






 



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 material
Withdrawal Liability as a result of a complete withdrawal from any
Multiemployer Plan on the date this representation is made.


4.14        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
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 favor 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.



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4.15        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.


4.16        Title;
Real Property.


4.16.1     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.


4.16.2     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 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.


4.17        Inactive
Subsidiary. 
Beacon Sales Company, Incorporated (a) does not own any assets, (b) has
not incurred any liabilities (other than purchase money indebtedness under the
three note and security agreements with Banc of America Leasing and Capital,
LLC dated May 27, 2005, December 21, 2005 and June 10, 2006 (the “BofA Leasing
Agreements”)) or (c) does not engage in any business activities. 
Notwithstanding the foregoing, it is hereby acknowledged that the Borrower
rather than Beacon Sales Company, Incorporated is the intended obligor to the
BofA Leasing Agreements and it is hereby agreed that for the purposes of this
Agreement the Borrower rather than Beacon Sales Company, Incorporated shall be
deemed to be the obligor to the BofA Leasing



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Agreements.


4.18        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.


5


Financial Covenants


Each
of Holdings and the Borrower (and, to the extent set forth in any other Loan
Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and
the Administrative Agent to each of the following, as long as any Obligation to
the Term B Lenders remains outstanding:


5.1          Maximum
Consolidated Leverage Ratio.  Holdings shall not have, on the last day of
each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31,
2006, a Consolidated Leverage Ratio greater than 4.00:1.0.


5.2          Capital
Expenditures. 
Group Members shall not incur, nor permit to be incurred, Capital
Expenditures (excluding trade-ins and Capital Expenditures funded with Net Cash
Proceeds from Property Loss Events) in the aggregate during any Fiscal Year in
excess of three percent (3.00%) of Consolidated gross revenues of Holdings and
its Subsidiaries for such Fiscal Year.



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6


Reporting Covenants


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


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


6.1.1                     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.


6.1.2                     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.


6.1.3                     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, (i) if delivered
together with any Financial Statement pursuant to clause (b) above, the
calculations used in determining Excess Cash Flow, (ii) demonstrates compliance
with each financial covenant contained in Article V that is tested
at least on a quarterly basis and (iii) 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



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take with respect thereto.


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


6.1.5                     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.


6.1.6                     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.


6.1.7                     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.


6.1.8                     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.


6.1.9                     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



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


6.1.10              Consolidating 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 Canadian Facility
Revolving Credit Outstandings (converted from Canadian Dollars to an Equivalent
Amount of US 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 is less than $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 Consolidating Borrowing Base Certificate for each Borrower
and each Domestic Subsidiary Guarantor updated to reflect the most recent sales
and collections of each such Person and setting forth the Consolidating
Borrowing Base of each such Person 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 Canada to deliver to the Administrative Agent copies of all
deliveries required in Section 6.1(j) of the Canadian Facility Credit Agreement
(including without limitation, a copy of the Beacon Canada Borrowing Base
Certificate expressed in U.S. Dollars), contemporaneously with providing such
deliveries to the Canadian Facility Agent.


6.2                               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 $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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6.3                               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.


6.4                               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 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.


6.5                               Labor
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 of
it:  (a) the commencement of any material
labor 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).


6.6                               ERISA
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 and (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.


6.7                               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



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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 $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
favor of any Governmental Authority securing, in whole or in part,
Environmental Liabilities in excess of $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 $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.


6.8                               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.


7


Affirmative Covenants


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



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7.1                               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.


7.2                               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.


7.3                               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.


7.4                               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.


7.5                               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



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effective until after 30 days’ notice thereof to the Administrative
Agent.


7.6                               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.


7.7                               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 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 exceeds $25,000,000.


7.8                               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



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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.


7.9                               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.


7.10                        Additional
Collateral and Guaranties.  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:


7.10.1              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:


(1)          (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 guaranty, as primary
obligor and not as surety, the payment of the Obligations of the Borrower; and


(2)          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



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Subsidiary
or (z) a security interest be required to be granted on any property of any
Excluded Foreign Subsidiary as security for any Obligation;


7.10.2              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;


7.10.3              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;


7.10.4              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);


7.10.5              to take all other
actions requested by the Administrative Agent as necessary or advisable to
ensure the validity or continuing validity of any guaranty for any Obligation
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 the United
States, a similar priority acceptable to the Administrative Agent), including
the filing of 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


7.10.6              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.


7.11                        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 $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 is less than $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



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Inventory
received by the Administrative Agent as a result of delivering an Activation
Notice shall be applied to repay the outstanding Revolving Loans and Swing
Loans and to cash collateralize L/C Liability 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 and, in the case of L/C Cash Collateral
Accounts, the termination of all outstanding Letters of Credit.


8


Negative Covenants


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



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8.1                               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:


8.1.1                     the
Obligations;


8.1.2                     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);


8.1.3                     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 $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);


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


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


8.1.6                     (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;


8.1.7                     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);


8.1.8                     indebtedness
of Beacon Canada pursuant to the Canadian Facility Loan Documents;


8.1.9                     any unsecured
Indebtedness of any Group Member; provided, however, that the aggregate
outstanding principal amount of all such unsecured Indebtedness shall not
exceed $5,000,000 at any time;


8.1.10              unsecured
Indebtedness not to exceed $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;


8.1.11              unsecured
Indebtedness of Holdings not to exceed $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



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(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


8.1.12              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.


8.2                               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:


8.2.1                     Liens created
pursuant to any Loan Document;


8.2.2                     Customary
Permitted Liens of Group Members;


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


8.2.4                     Liens on the
property of the Borrower 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;


8.2.5                     Liens on the
property of the Borrower 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;


8.2.6                     Liens created
pursuant to the Canadian Facility Loan Documents; and


8.2.7                     Liens on any
property of the Borrower 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 $1,000,000 at any time.


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


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


8.3.2                     Investments
in cash and Cash Equivalents and, in the case of Beacon Canada, “Cash
Equivalents” (as defined in the Canadian Facility Credit Agreement);


8.3.3                     (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



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settlements in the ordinary course of
business of such extensions of trade credit;


8.3.4                     Investments
made as part of a Permitted Acquisition;


8.3.5                     Investments
by (i) Holdings in the Borrower, (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 $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;


8.3.6                     (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 $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 $1,000,000 at any time; and


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


8.4                               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:


8.4.1                     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;


8.4.2                     (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 $5,000,000;


8.4.3                     (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;


8.4.4                     (i) any Sale
or issuance by Holdings of its own Stock, (ii) any Sale or issuance by the
Borrower of its own Stock to Holdings, (iii) any Sale or issuance by any
Subsidiary of the Borrower of its own Stock to any Group Member (other than
Holdings), provided, however,



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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
the Borrower, any Sale or issuance by such Subsidiary of its own Stock
constituting directors’ qualifying shares or nominal holdings; and


8.4.5                     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 $5,000,000.


8.5                               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)):


8.5.1                     (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 the Borrower 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;


8.5.2                     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


8.5.3                     cash
dividends on the Stock of the Borrower to Holdings paid and declared solely for
the purpose of funding the following:


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


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


(iii)                            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 $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 $1,000,000 in the aggregate;



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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.


Section 1.2                                      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:


8.5.4                     prepay the
Obligations and the Canadian Facility Revolving Loans;


8.5.5                     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


8.5.6                     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 1.3                                      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
the Borrower 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 1.4                                      Change
in Nature of Business.  (a) No
Group Member (other than Holdings) shall carry on any business, operations or
activities (whether directly,



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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.


(b)                                 Holdings shall
not engage in any business, operations or activity, or hold any property, other
than (i) holding Stock and Stock Equivalents of the Borrower, (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
the Borrower 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.



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Section 1.5                                      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
favorable 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 1.6                                      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 the
Borrower 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 1.7                                      Modification
of Certain Documents.  No Group
Member shall do any of the following:


8.5.7                     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;


8.5.8                     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



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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 1.8                                      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 1.9                                      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 1.10                                Compliance
with ERISA.  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 1.11                                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
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.


Section 1.12                                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
II


Events Of Default


Section 2.1                                      Definition.  Each of the following shall be an Event of
Default:



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(a)                                  the
Borrower shall fail to pay (i) any principal of any Loan or any
L/C Reimbursement Obligation 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 Article V
(Financial Covenants) (provided, that such failure shall only
constitute a Default or an Event of Default upon the delivery of written notice
by the Required Term B Loan Lenders to the Administrative Agent designating
such failure as an Event of Default), 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 $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 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, 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



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(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 $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 Canadian Facility Credit Agreement) under the
Canadian Facility Credit Agreement.


Section 2.2             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 and any L/C Issuer may have hereunder to
Issue any Letter of Credit 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 Holdings and 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 and the commitment of each L/C Issuer to Issue
Letters of Credit shall each automatically be terminated and (y) each
Obligation (including in each case any accrued all accrued but unpaid interest
thereon) shall automatically become and be due and 



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payable, without presentment,
demand, protest or further notice or other requirement of any kind, all of
which are hereby expressly waived by Holdings and the Borrower (and, to the
extent provided in any other Loan Document, any other Loan Party).


Section 2.3             Actions in Respect of Letters of Credit.  At any time (i) upon the Revolving Credit
Termination Date, (ii) after the Revolving Credit Termination Date when the
aggregate funds on deposit in L/C Cash Collateral Accounts shall be less than
105% of the L/C Obligations for all Letters of Credit at such time and
(iii) as required by Section 2.12, the Borrower shall pay to the
Administrative Agent in immediately available funds at the Administrative Agent’s
office referred to in Section 11.11, for deposit in a L/C Cash
Collateral Account, the amount required so that, after such payment, the
aggregate funds on deposit in the L/C Cash Collateral Accounts equals or
exceeds 105% of the L/C Obligations for all Letters of Credit at such time (not
to exceed, in the case of clause (iii) above, the payment to be applied
pursuant to Section 2.12 to provide cash collateral for Letters of
Credit).


ARTICLE III




The Administrative Agent


 


Section 3.1             Appointment and Duties.  (a) Appointment of Administrative Agent.  Each Lender and each L/C Issuer 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 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.



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(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
L/C Issuers), and is hereby authorized, to (i) act as the disbursing and
collecting agent for the Lenders and the L/C Issuers 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 and L/C Issuer to act as collateral sub-agent for the
Administrative Agent, the Lenders and the L/C Issuers 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 or L/C Issuer, and may further authorize and direct the Lenders and
the L/C Issuers 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 and L/C Issuer 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 and the L/C Issuers (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” 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, L/C Issuer 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 and L/C Issuer hereby waives and agrees not to assert any claim against
the Administrative Agent based on the 



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roles, duties and
legal relationships expressly disclaimed in clauses (i) through (iii)
above.


Section 3.2             Binding Effect.  Each Lender and each L/C Issuer 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 3.3             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 3.4             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 Secured
Party).  Any such Person shall benefit
from this Article X to the extent provided by the Administrative
Agent.


Section 3.5             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 



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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,
L/C Issuer, Holdings and the Borrower hereby waive and shall not assert (and
each of Holdings 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 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, any Lender
or L/C Issuer 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, L/C Issuer, Holdings and the Borrower hereby waives and agrees not to
assert (and each of Holdings and the Borrower shall cause each other Loan Party
to waive and agree not to 



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assert) any right,
claim or cause of action it might have against the Administrative Agent based
thereon.



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Section 3.6             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”, “Term B Loan Lender”, “Required
Lender”, “Required Revolving Credit Lender” and “Required Term B Loan 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, Term B Loan Lender or as one of the Required Lenders, Required
Revolving Credit Lenders or Required Term B Loan Lenders respectively.


Section 3.7             Lender Credit Decision.  Each Lender and each L/C Issuer acknowledges
that it shall, independently and without reliance upon the Administrative
Agent, any Lender or L/C Issuer 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 to the Lenders or L/C Issuers, the Administrative Agent shall not have
any duty or responsibility to provide any Lender or L/C Issuer 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 3.8             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 with respect to the Facilities of any reasonable costs and expenses
(including fees, charges and 



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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 with respect to the Facilities 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 3.9             Resignation of Administrative Agent or L/C Issuer.  (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 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 



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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)           Any L/C Issuer may resign at any time
by delivering notice of such resignation to the Administrative Agent, effective
on the date set forth in such notice or, if no such date is set forth therein,
on the date such notice shall be effective. 
Upon such resignation, the L/C Issuer shall remain an L/C Issuer and
shall retain its rights and obligations in its capacity as such (other than any
obligation to Issue Letters of Credit but including the right to receive fees
or to have Lenders participate in any L/C Reimbursement Obligation thereof)
with respect to Letters of Credit issued by such L/C Issuer prior to the date
of such resignation and shall otherwise be discharged from all other duties and
obligations under the Loan Documents.


Section 3.10           Release of Collateral or Guarantors.  Each Lender and L/C Issuer 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 the Borrower
from its guaranty 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
guaranty any Obligations pursuant to Section 7.10; and 


2.                                       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, all L/C Reimbursement Obligations 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 (or, in the case of any L/C Obligation, a back-up letter
of credit has been issued), in amounts and on terms and conditions and with
parties satisfactory to the Administrative Agent and each Indemnitee that is
owed such Obligations and (D) to the extent requested by the Administrative 



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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 and
L/C Issuer 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 guaranties and Liens when and as
directed in this Section 10.10.



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Section 3.11           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 or
L/C Issuer 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 Canadian 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, the Lenders and the L/C
Issuers 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.


8.6          Canadian
Facility Intercreditor Agreement.  Each Lender and L/C Issuer hereby (a) agrees
to be bound by the terms of the Canadian Facility Intercreditor Agreement; and
(b) authorizes and directs the Administrative Agent to enter into the Canadian
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 Canadian Facility Intercreditor Agreement, but such Lender
nevertheless shall be bound by the terms of the Canadian Facility Intercreditor
Agreement regardless of whether it executes and/or delivers such counterpart.



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ARTICLE IV


Miscellaneous


Section 4.1             Amendments, Waivers, Etc.  (a) No amendment or waiver of any provision
of any Loan Document (other than the Fee Letters, the Control Agreements, and
the L/C Reimbursement 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), (4) in the case
of any amendment necessary to implement the terms of a Facilities Increase in
accordance with the terms hereof, by the Borrower and the Administrative Agent,
and (5) 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), (4) or (5) 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, (B) any fee or
accrued interest payable to such Lender or (C) if such Lender is a
Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of
the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement
Obligation; provided, however, that this clause (iii) does
not apply to (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 



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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
guaranty 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 and (2) the
Revolving Loans shall require the consent of the Required Revolving Credit
Lenders, (B) any change to the definition of the term “Required Term B
Loan Lender” shall require the consent of the Required Term B Loan Lenders and
(C) 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 “Consolidating Borrowing Base”, “Consolidated
Borrowing Base” and “Beacon Canada 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 (or of any L/C Issuer to
issue any Letter of Credit) 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 (or of any L/C Issuer to issue any
Letter of Credit) 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), the Swingline Lender, any
L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f)
unless in writing and signed by the Administrative Agent, the Swingline Lender,
such L/C Issuer 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 4.2             Assignments and Participations; Binding Effect.  (a) Binding Effect.  This Agreement shall become effective when it
shall have been executed by Holdings, the Borrower and the Administrative Agent
and when the Administrative Agent shall have been notified by each Lender and
L/C Issuer that such Lender or L/C Issuer has executed it.  Thereafter, it shall be binding upon and
inure to the benefit of, but only to the benefit of, Holdings, the Borrower (in
each case except for Article X), the Administrative Agent, each
Lender and L/C Issuer 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 Holdings, the Borrower, any L/C Issuer 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 and Letters of Credit) to any of the following Persons (each an “Eligible
Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of
any existing Lender 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 (z) below); provided, however, that (x) such Sales do not
have to be ratable between the Facilities but must be ratable among the
obligations owing to and owed by such Lender with respect to a Facility, (y)
for each Facility, the aggregate outstanding principal amount (determined as of
the effective date of the applicable Assignment) of the Loans, Commitments and
L/C Obligations 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 such Facility or is made with
the prior consent of the Borrower and the Administrative Agent and (z) 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; provided the Borrower’s
consent shall not be unreasonably withheld or 



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delayed in
connection with an assignment by GE Capital to a Competitor or to a Person that
owns a majority of the equity securities of a Competitor, prior to the earlier
of 90 days following the Closing Date or completion of the primary syndication.


(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), any tax forms required to be delivered pursuant to Section 2.17(f)
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 



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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 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 Term B
Loans, Revolving Loans and Letters of Credit); 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 such participant or SPV delivers the tax
forms such Lender is required to collect pursuant to Section 2.17(f)
and then 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 each of
Borrower 



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and Holdings 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 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.



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Section 4.3             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
Facilities 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 and L/C Issuer 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 4.4             Indemnities.  (a) The Borrower agrees to indemnify, hold
harmless and defend the Administrative Agent, each Lender, each L/C Issuer,
each Person (other than the Borrower) party to a Secured Hedging Document, each
Person that each L/C Issuer causes to Issue Letters of Credit hereunder 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), any Letter of Credit, 



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the use or intended use of the
proceeds of any Loan or the use of any Letter of Credit, 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 attorneys’ 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, each of Holdings and
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 (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 4.5             Survival.  Any indemnification or other protection
provided to 



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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 4.6             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).  Each of Holdings and 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 favor.


Section 4.7             Lender-Creditor Relationship.  The relationship between the Lenders, the L/C
Issuers 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 4.8             Right of Setoff.  Each of the Administrative Agent, each
Lender, each L/C Issuer 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 Holdings and 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, such L/C Issuer or any
of their respective Affiliates to or for the credit or the account of Holdings
or 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 even though such Obligation may be unmatured.  Each of the Administrative Agent, each Lender
and each L/C Issuer 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, the Lenders and the L/C Issuers and
their Affiliates and other Secured Parties may 



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have.


Section 4.9             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 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 or L/C
Issuer in whole or in part, such purchase shall be rescinded and the purchase
price therefor shall be returned to such Lender or L/C Issuer 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 4.10           Marshaling; Payments Set Aside.  No Secured Party shall be under any
obligation to marshal any property in favor 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.


Section 4.11           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 Holdings or the Borrower, 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 



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No.:  (301) 215-7337, (B) if to the
Administrative Agent or the Swingline Lender, to 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 and the Swingline Lender, 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 pursuant to Article II
or Article X shall be effective until received by the
Administrative Agent.


Section 4.12           Electronic Transmissions.  (a) Authorization.  Subject to the provisions of Section 11.11(a),
each of the Administrative Agent, the Borrower, the Lenders, the L/C Issuers
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 Holdings,
the Borrower and each Secured Party hereby acknowledges and agrees, and each of
Holdings and the Borrower shall cause each other 



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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 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 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.  Each
of Holdings, the Borrower and each Secured Party agrees (and each of Holdings
and the Borrower shall cause each other Loan Party to agree) that the
Administrative Agent has no responsibility for maintaining or providing 



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any equipment,
software, services or any testing required in connection with any Electronic
Transmission or otherwise required for any E-System.


Section 4.13           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 State of Illinois.


Section 4.14           Jurisdiction.  (a) Submission to Jurisdiction.  Any legal action or proceeding with respect
to any Loan Document may be brought in the courts of the State of Illinois
located in the City of Chicago, Illinois, or of the United States of America
sitting in Chicago, Illinois and, by execution and delivery of this Agreement,
each of Holdings and 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.  Each of Holdings and 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 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).  Each of Holdings and 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.


(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 4.15           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 



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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 4.16           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 4.17           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 4.18           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, any Lender or any L/C
Issuer 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).


Section 4.19           Use of Name.  Each of Holdings and 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 4.20           Non-Public Information; Confidentiality.  (a) Each Lender 



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and L/C Issuer
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 United States federal and state security laws and regulations).


(b)           Each Lender, L/C Issuer 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, L/C Issuer or
the Administrative Agent, as the case may be, or to any Person that any L/C
Issuer causes to Issue Letters of Credit hereunder, 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, L/C Issuer 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, any L/C Issuer
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 4.21           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.


8.7          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:


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


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


8.7.3       The guaranties and
Liens in favor 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


8.7.4       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.


[SIGNATURE PAGES FOLLOW]



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EXECUTION VERSION


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 SALES ACQUISITION, INC.

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R. Grace

  	
   

  
	
   

  	
  Name:

  	
  David R. Grace

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  BEACON ROOFING SUPPLY, INC.

  
	
   

  	
  as Holdings

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R. Grace

  	
   

  
	
   

  	
  Name:

  	
  David R. Grace

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  
	
   

  	
  as Administrative Agent, L/C Issuer, Swingline

  Lender and Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken A. Brown

  	
   

  
	
   

  	
  Name:

  	
  Its Duly Authorized Signatory

  	
   

  
	
   

  	
  Title:

  	
  General Electric Capital Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
  OTHER LENDERS:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Kinney

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey P. Kinney

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  JP MORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen 
  Christ

  	
   

  
	
   

  	
  Name:

  	
  Stephen 
  Christ

  	
   

  
	
   

  	
  Title:

  	
  Account Executive

  	
   

  
	
   

  	
   

  
	
   

  	
  CIT

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Eckhouse

  	
   

  
	
   

  	
  Name:

  	
  John Eckhouse

  	
   

  
	
   

  	
  Title:

  	
  Vice Presixdent

  	
   

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christine Davis

  	
   

  
	
   

  	
  Name:

  	
  Christine Davis

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason Riley

  	
   

  
	
   

  	
  Name:

  	
  Jason Riley

  	
   

  
	
   

  	
  Title:

  	
  Vice President