Exhibit
10.3


September 22, 2006


Beacon Sales Acquisition, Inc.


Beacon Roofing Supply Canada Company


50 Webster Ave.


Somerville, MA 02143


Attention:  David Grace


Re:                               Commitment
for Financing for a $500,000,000 Senior Secured US Credit Facility and a
C$15,000,000 Senior Secured Canadian Credit Facility


Ladies and Gentlemen:


General
Electric Capital Corporation (“GE Capital” or “Agent”) has approved the terms
of a $500,000,000 US Senior Secured Credit Facility, and GE Canada Finance
Holding Company has approved the terms of a C$15,000,000 Canadian Senior
Secured Credit Facility (together with the US Senior Secured Credit Facility,
the “Credit Facility”), upon the general terms and conditions outlined in the
summary of terms attached to this commitment letter (the “Summary of Terms”).  This commitment is based upon our
understanding of the transactions described in the Summary of Terms and upon
the information that you have provided to us. 
The Credit Facility would be used to refinance existing senior
indebtedness of Beacon Sales Acquisition, Inc. and Beacon Roofing Supply Canada
Company and provide financing for future acquisitions, ongoing working capital
needs and expenses relating to the Credit Facility.  Unless otherwise indicated, dollar amounts
indicated herein mean lawful currency of the United States of America.


GE
Capital’s affiliate, GE Capital Markets, Inc. (“GECM”), will seek to syndicate
a portion of the loans and loan commitments under the Credit Facility to other
financial institutions identified by GECM on the terms and conditions more
fully described in the fee letter dated as of the date hereof between you, GE
Capital and GE Canada (the “Fee Letter”).


By
your acceptance of this Commitment Letter, you agree to pay all costs and
expenses incurred by GE Capital, GE Canada and GECM in connection with due
diligence and analysis, documentation, negotiation, syndication and closing of
the Credit Facility including, but not limited to, legal fees and other
out-of-pocket expenses incurred by GE Capital, GE Canada and GECM, whether or
not GE Capital and GE Canada close the proposed Credit Facility.


The
Summary of Terms is intended to be indicative of the principal terms of the
Credit Facility and does not purport to specify all of the terms, conditions,
representations and warranties, covenants and other provisions that will be
contained in the final loan documents for the Credit Facility.


GE
Capital and GE Canada are delivering this Commitment Letter to you in reliance
upon the accuracy of all information furnished to GE Capital and GE Canada by
you or on your behalf and with the understanding that you will not disclose the
contents of this letter or GE Capital’s, GE Canada’s or GECM’s involvement or
interest in providing financing for the proposed transaction to any third party
(including, without limitation, any financial institution or intermediary)
without GE Capital’s or GE Canada’s prior written consent other than to
governmental and regulatory authorities and your advisors and officers on a
need-to-know basis.  You agree to inform
all such persons who receive information concerning GE Capital, GE Canada, GECM
or this commitment that such information is confidential and may not be
disclosed to any other person.  GE
Capital and GE Canada reserve the right to review and reasonably approve, in
advance, all materials, press releases, advertisements and disclosures that you
or your affiliates prepare that contain GE Capital’s, GE Canada’s or any
affiliate’s name or describe GE Capital’s or GE Canada’s financing commitment.


By
executing this Commitment Letter, you agree, whether or not GE Capital or GE
Canada closes the proposed Credit Facility, to indemnify GE Capital, GE Canada,
GECM, each other lender involved in the Credit Facility, and their respective
affiliates, and their respective directors, officers, employees, agents,
auditors, accountants, consultants and counsel (each, an “Indemnitee”) from,
and hold each of them harmless against, any and all losses, liabilities,
claims, actions, suits, proceedings, damages or expenses including amounts paid
in settlement, legal fees and defense costs, incurred by any of them arising
out of or by reason of any environmental matters, investigation, litigation or
other proceeding brought or threatened relating to any loan made or proposed to
be made hereunder or otherwise relating to any such loan made or proposed to be
made hereunder, provided, that you shall have no obligation to an Indemnitee
under this paragraph to the extent resulting from the gross negligence or willful
misconduct of that Indemnitee as determined by a court of competent
jurisdiction.  You agree that in any
action arising in connection with this letter or any transaction contemplated
hereby the only damages that may be sought from GE Capital, GE Canada, GECM,
their affiliates, each other lender or any Indemnitee are those which are
direct and reasonably foreseeable as the probable result of any breach hereof
and any right to indirect, special, exemplary, consequential, or punitive
damages or lost anticipated profits is hereby waived.



  
  
  
  
  
  
 1
 








You, GE
Capital and GE Canada hereby expressly waive any right to trial by jury of any
claim, demand, action or cause of action arising in connection with this Commitment Letter, any transaction relating hereto, or any other
instrument, document or agreement executed or delivered in connection herewith,
whether sounding in contract, tort or otherwise.  You, GE Capital and GE Canada consent and
agree that the state or federal courts located in Cook County, State of Illinois,
shall have exclusive jurisdiction to hear and determine any claims or disputes
between or among any of the parties hereto pertaining to this Commitment Letter, any transaction
relating hereto, any other financing related thereto, and any investigation, litigation,
or proceeding related to or arising out of any such matters, provided,
that you, GE Capital and GE Canada acknowledge that any appeals from those
courts may have to be heard by a court located outside of such
jurisdiction.  You, GE Capital and GE
Canada expressly submit and consent in advance to such jurisdiction in any
action or suit commenced in any such court, and hereby waive any objection
which either of them may have based upon lack of personal jurisdiction,
improper venue or inconvenient forum.


This
Commitment Letter is governed by and shall be construed in accordance with the
laws of the State of Illinois applicable to contracts made and performed in
that State.


GE
Capital, GE Canada and GECM shall have access to all relevant facilities, personnel
and accountants, and copies of all documents which GE Capital, GE Canada or
GECM may request, including business plans, financial statements (actual and
pro forma), books, records, and other documents.


This
Commitment Letter and the Fee Letter supersede all prior discussions, writings,
indications of interest and proposals with respect to the Credit Facility
previously delivered to you or your affiliates by GE Capital or any of its
affiliates.  Unless extended in writing
by GE Capital, in its discretion, the commitment contained herein shall expire
upon the first to occur of:  (a)
5:00 p.m., Chicago time on September 27, 2006, unless you shall have
executed and delivered a copy of this letter and the Fee Letter to the
attention of the undersigned prior to that date and time; or (b)
5:00 p.m., Chicago time on December 12, 2006, unless the transactions
contemplated and described by this Commitment Letter are consummated on or
before that date pursuant to written credit documentation signed by GE Capital
and GE Canada.  Upon expiration of the
commitment contained herein, GE Capital, GE Canada GECM and their affiliates
shall have no liability or obligation hereunder.  Expiration of this commitment shall not
affect your obligations hereunder, including to pay any fees, costs or expenses
provided for herein or in any other agreements entered into between you and GE
Capital and GE Canada.


We
appreciate the opportunity you have given us to deliver a financing commitment
and look forward to working with you.


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken A. Brown

  	
   

  
	
   

  	
  Name:

  	
  Ken A. Brown

  	
   

  
	
   

  	
   

  	
  Its Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  GE CANADA
  FINANCE HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan Billard

  	
   

  
	
   

  	
  Name:

  	
   Dan
  Billard

  	
   

  
	
   

  	
   

  	
   Its Duly Authorized Signatory

  
						



 



  
  
  
  
  
  
 2
 








 


	
  Accepted and Agreed to

  
	
  this 25th day of
  September, 2006:

  
	
   

  
	
  Beacon Sales
  Acquisition, Inc.

  
	
   

  
	
  By:

  	
  /s/ David R.
  Grace

  	
   

  
	
  Name:

  	
  David R. Grace

  	
   

  
	
  Title:

  	
  Senior
  Vice-President & Chief Financial Officer

  	
   

  
	
   

  
	
  Accepted and
  Agreed to

  
	
  this 25th day of
  September, 2006:

  
	
   

  
	
  Beacon Roofing
  Supply Canada Company

  
	
   

  
	
  By:

  	
  /s/ David R.
  Grace

  	
   

  
	
  Name:

  	
  David R. Grace

  	
   

  
	
  Title:

  	
  Senior
  Vice-President & Chief Financial Officer

  	
   

  
											



 


September 22, 2006


Summary
of Terms


$500,000,000
Senior Secured US Credit Facility


C$15,000,000 Senior Secured Canadian Credit Facility


	
  US Borrower:

  	
  Beacon Sales Acquisition, Inc. (“US Borrower”).

  
	
   

  	
   

  
	
  Canadian
  Borrower:

  	
  Beacon Roofing Supply Canada Company (“Canadian
  Borrower”; and together with the US Borrower “Borrowers”).

  
	
   

  	
   

  
	
  Guarantors:

  	
  Beacon Roofing Supply, Inc. and/or any other holding
  company formed to hold US Borrower’s equity interests (“US Holdings”) and
  each of US Borrower’s subsidiaries would be required to unconditionally
  guaranty Borrowers’ indebtedness to Agents and Lenders, and each Borrower
  would be required to unconditionally guaranty the other Borrower’s
  indebtedness to Agents and Lenders. US Holdings will be a single purpose
  entity whose sole business will be to hold its equity position in US
  Borrower.

  
	
   

  	
   

  
	
  Administrative
  Agent:

  	
  General Electric Capital Corporation (“GE Capital”)
  would serve as agent (“Agent”).

  
	
   

  	
   

  
	
  Canadian
  Agent:

  	
  GE Canada Finance Holding Company (“GE Canada”) or
  an affiliate thereof designated by GE Canada would serve as Canadian agent
  (“Canadian Agent, together with Agent, “Agents”)

  
	
   

  	
   

  
	
  Sole
  Lead Arranger and Sole Bookrunner:

  	
  GE Capital Markets, Inc. (“GECM”).

  
	
   

  	
   

  
	
  Lenders:

  	
  A syndicate of financial institutions (including GE
  Capital individually) assembled by GECM to provide the Credit Facility.

  
	
   

  	
   

  
	
  Use
  of Proceeds:

  	
  i. Refinance and/or restate existing indebtedness
  under US Borrower’s existing credit facilities agented by US Agent (the
  “Existing US Credit Facility”) and under Canadian Borrower’s existing credit
  facilities agented by Canadian Agent (the “Existing Canadian Credit Facility”
  and, together with the Existing US Credit Facility, the “Existing Credit
  Facility”).

  
	
   

  	
   

  
	
   

  	
  ii. Provide for Borrowers’ ongoing working capital
  requirements.

  



 



  
  
  
  
  
  
 3
 








 


	
  

  	
  iii. Provide for costs and expenses associated with
  the transaction.

  
	
   

  	
   

  
	
   

  	
  iv. Provide funds for future acquisitions.

  
	
   

  	
   

  
	
  Credit
  Facility:

  	
  A $500,000,000 US senior secured credit facility
  (the “US Credit Facility”) provided by GE Capital and other Lenders to US
  Borrower consisting of a revolving credit facility of $150,000,000 (the “US
  Revolving Credit Facility”), which includes a subfacility for $20,000,000 of
  letters of credit issued by GE Capital or an affiliate of GE Capital or by
  one or more banks or other legally authorized persons acceptable to GE
  Capital and guaranteed or otherwise backed by GE Capital and the other
  Lenders participating in the Revolving Credit Facility (the “US LC
  Subfacility”), and a $350,000,000 term loan B (“US Term Loan B”).

  
	
   

  	
   

  
	
   

  	
  A C$15,000,000 senior secured credit facility
  provided by GE Canada to the Canadian Borrower consisting of a revolving
  credit facility of up to C$15,000,000 (the “Canadian Revolving Credit
  Facility”; and together with the US Credit Facility, the “Credit Facility”).

  
	
   

  	
   

  
	
  Revolving
  Credit Facility:

  	
  The US Revolving Credit Facility and Canadian
  Revolving Credit Facility are referred to collectively as the “Revolving
  Credit Facility”. The Revolving Credit Facility will be used to finance
  Borrowers’ working capital needs and to finance future acquisitions of
  companies which are in the same line of business of Borrowers and subject to
  the satisfaction of criteria to be specified in the Credit Facility
  documentation. The Revolving Credit Facility would have a term of eight
  years.

  
	
   

  	
   

  
	
   

  	
  Availability under the Revolving Credit Facility
  would be limited to a borrowing base which, based upon GE Capital’s and GE
  Canada’s due diligence to date, is expected to be up to 85% of the net amount
  of “eligible accounts receivable” (to be consistent with the Existing Credit
  Facility documentation) and would be subject to discretionary reserves. A
  seasonal advance rate from January through April of each year of up to 90% of
  the net amount of eligible accounts receivable would also be provided. Agents
  will retain the right from time to time to establish or modify advance rates,
  standards of eligibility and reserves against availability.

  
	
   

  	
   

  
	
  LC
  Subfacility:

  	
  The US LC Subfacility would provide for the issuance
  of letters of credit for the account of US Borrower or risk participation
  agreements or guaranties with respect to US Borrower’s reimbursement
  obligations to other letter of credit issuers. A reserve would be established
  against availability under the US Revolving Credit Facility for the face
  amount of outstanding letters of credit, risk participation agreements and
  guaranties.

  
	
   

  	
   

  
	
  US
  Term Loan B:

  	
  US Term Loan B would have a term of seven years and
  would be repayable in quarterly principal installments commencing on the last
  day of the first quarter ending after the closing in accordance with the
  following amortization schedule:

  



 


	
  Quarter

  	
   

  	
  Amount

  	
   

  
	
  1-27

  	
   

  	
  $

  	
  875,000

  	
   

  
	
  28

  	
   

  	
  $

  	
  326,375,000

  	
   

  



 


	
  

  	
  Amounts repaid on US Term Loan B may not be
  reborrowed.

  
	
   

  	
   

  
	
  Incremental
  Facility:

  	
  US Borrower shall have the right to increase the
  size of the US Revolving Credit Facility and/or US Term Loan B at the Agent’s
  and the Borrower’s mutual agreement, in minimum increments of $10,000,000 up
  to an aggregate amount of $200,000,000 (the “Incremental Facility”) at any
  time on or before the date which is six years after the closing date, from
  existing Lenders and/or new Lenders mutually acceptable to Agent and
  Borrower; provided, that (i) no default or event of default shall have
  occurred and be continuing and (ii) no commitment of any Lender shall be
  increased without the consent of such Lender. The Incremental Facility shall
  become part of the US Credit Facility, subject to appropriate mark to market
  pricing for the Incremental Facility as well as the existing Credit Facility.

  
	
   

  	
   

  
	
  Interest:

  	
  Interest would be payable on the daily outstanding
  principal balance of all loans under the US Credit

  



 



  
  
  
  
  
  
 4
 








 


	
  

  	
  Facility initially at a floating rate per annum
  equal to the “Index Rate” plus the “Applicable Margin”. US Borrower would
  also be entitled to request, upon three business days prior notice, that all
  or a portion of the outstanding principal balance of the loans under the US Credit
  Facility bear interest at a per annum rate equal to “LIBOR” plus the
  Applicable Margin. The Applicable Margins may be increased by up to 2.0% and
  the LIBOR option may be suspended after the occurrence of a default under the
  US Credit Facility documentation.

  
	
   

  	
   

  
	
   

  	
  US Borrower would be required to pay interest
  monthly in arrears on the daily outstanding principal balance of the loans on
  which interest has been calculated using the Index Rate. When selecting the
  LIBOR option, US Borrower would be entitled to choose one, two, three or six
  month interest periods, provided that no more than ten interest periods may
  be in effect at any one time. US Borrower would be required to pay interest
  on LIBOR loans in arrears on the last day of the interest period and, in the
  case of interest periods of longer than three months, on the last day of each
  three month period. In the event US Borrower repays any LIBOR loan on a day
  other than the last day of an interest period for such loan or fails to
  borrow a requested LIBOR loan on the date funding was requested, US Borrower
  would be required to pay a LIBOR breakage fee to Lenders.

  
	
   

  	
   

  
	
   

  	
  All interest under the US Credit Facility on LIBOR
  loans and other obligations (other than Index Rate loans) will be calculated
  based on a 360-day year and actual days elapsed. Interest on Index Rate loans
  will be calculated based on a 365-day year or 366-day year, as applicable and
  actual days elapsed.

  
	
   

  	
   

  
	
   

  	
  Interest would be payable on the daily outstanding
  principal balance of all loans under the Canadian Credit Facility initially
  at a floating rate per annum equal to the “C$Index Rate” plus the Applicable
  Margin. Canadian Borrower would also be entitled to require, upon three
  business days prior notice, that all or a portion of the outstanding
  principal balance of the loans under the Canadian Credit Facility bear
  interest at a per annum rate equal to the “BA Rate” plus the Applicable
  Margin. The Applicable Margins under the Canadian Credit Facility may be
  increased by up to 2.0% and the BA Rate options may be suspended after the
  occurrence of an event of default under the Canadian Credit Facility
  documentation.

  
	
   

  	
   

  
	
   

  	
  Canadian Borrower would be required to pay interest
  monthly in arrears on the daily outstanding principal balance of the loans
  under the Canadian Credit Facility on which interest has been calculated
  using the C$Index Rate. When selecting a BA Rate option, Canadian Borrower
  would be entitled to choose a 30, 60 or 90 days BA Rate provided that no more
  than five BA periods may be in effect at any one time. Canadian Borrower
  would be required to pay interest on BA Rate loans in arrears on the last day
  of the applicable BA period. BA Rate loan breakage fees will be set forth in
  the final Canadian Credit Facility documentation. All interest under the
  Canadian Credit Facility will be calculated based on a 365-day year and
  actual days elapsed.

  
	
   

  	
   

  
	
   

  	
  “Index Rate” means a floating rate of interest per
  annum equal to the higher of the rate publicly quoted from time to time by The
  Wall Street Journal as the “base rate on corporate loans posted by at
  least 75% of the nation’s 30 largest banks” or the Federal Funds Rate plus 50
  basis points. “LIBOR” means, for each interest period, the offered rate for
  deposits in U.S. dollars in the London interbank market for the relevant
  interest period which is published by the British Bankers’ Association, and
  currently appears on Telerate Page 3750, as of 11:00 a.m. (London time) on
  the day which is two business days prior to the first day of such interest
  period adjusted for reserve requirements.

  
	
   

  	
   

  
	
   

  	
  “C$Index Rate” means a floating rate of interest per annum equal to the higher of (i)
  the annual rate of interest quoted from time to time in the “Report on
  Business” section of The Globe and Mail as being “Canadian prime”,
  “chartered bank prime rate” or words of similar description and (ii) the BA
  Rate in respect of a BA period for 30 days, plus, 1.75%. “BA Rate” means a
  rate per annum determined by Canadian Agent by reference to the average rate
  quoted on the Reuters Monitor Screen Page CDOR (displaying Canadian interbank
  bid rates for Canadian dollar bankers’ acceptances) applicable to bankers’
  acceptances for the applicable term as of 11:00 a.m. (Toronto time) two (2)
  business days prior the beginning of such term.

  
	
   

  	
   

  
	
   

  	
  The definitions of “Index Rate”, “LIBOR”, “C$Index
  Rate” and “BA Rate” and used in this summary

  



 



  
  
  
  
  
  
 5
 








 


	
  

  	
  have been abbreviated and the Credit Facility
  documentation would set forth appropriate detail describing the exact method
  of calculation and relevant reserve requirements. The Credit Facility
  documentation will contain LIBOR and BA breakage provisions, LIBOR and BA
  borrowing mechanics and other LIBOR and BA definitions.

  
	
   

  	
   

  
	
   

  	
  Solely for purposes of calculating interest, good funds
  will be credited to the outstanding principal balance of the Revolving Credit
  Facility one day after receipt thereof.

  
	
   

  	
   

  
	
  Default
  Rate:

  	
  The Applicable Margins may be increased by up to
  2.0% and the LIBOR option and BA Rate option may be suspended after the
  occurrence of a default.

  
	
   

  	
   

  
	
  Applicable
  Margins:

  	
  The “Applicable Margin” (on a per annum basis) for
  each type of loan and for purposes of calculating certain fees will be as
  specified and described below:

  
	
   

  	
   

  
	
   

  	
  Applicable US Revolver Index Margin: 0.00%

  
	
   

  	
   

  
	
   

  	
  Applicable US Revolver LIBOR Margin: 1.00%

  
	
   

  	
   

  
	
   

  	
  Applicable Canadian Revolver C$Index Margin: 0.00%

  
	
   

  	
   

  
	
   

  	
  Applicable Canadian Revolver BA Margin: 1.00%

  
	
   

  	
   

  
	
   

  	
  Applicable US Term Loan B Index Margin: 0.50%

  
	
   

  	
   

  
	
   

  	
  Applicable US Term Loan B LIBOR Margin: 1.50%

  
	
   

  	
   

  
	
   

  	
  The Applicable Margins for US Term Loan B are based
  on US Term Loan B receiving a rating of Ba2 or higher by Moody’s Investors
  Services, Inc. and a rating of BB or higher by Standard & Poor’s
  Rating Service, in each case with a stable or better outlook. If US Term Loan
  B is rated lower than Ba2 by Moody’s Investors Services, Inc. or lower
  than BB by Standard & Poor’s Rating Service, then each of the Applicable
  Margins for US Term Loan B will be increased by 25 basis points.

  
	
   

  	
   

  
	
  Fees:

  	
  In addition to the fees payable to GE Capital and GE
  Canada as specified in the fee letter between Borrowers, GE Capital and GE
  Canada dated on or about the date hereof (the “Fee Letter”), the following
  fees would be payable by Borrowers in connection with the Credit Facilities:

  
	
   

  	
   

  
	
   

  	
  A fee (calculated on the basis of a 360 day year) of
  0.25% per annum of the average daily balance of the unused portion of the
  Revolving Credit Facility would be payable monthly in arrears.

  
	
   

  	
   

  
	
   

  	
  With respect to the US LC Subfacility, a fee equal
  to the product of the average daily undrawn face amount of all letters of
  credit issued, guaranteed or supported by risk participation agreements
  multiplied by a per annum rate equal to the Applicable LIBOR Margin for the
  US Revolving Credit Facility would be due and payable monthly in arrears,
  together with any bank fees and charges incurred by Agent to a letter of
  credit issuer.

  
	
   

  	
   

  
	
   

  	
  The out-of-pocket cost (including fees and expenses)
  paid to third party auditors, or a fee of $800 per audit day per in-house
  auditor plus out-of-pocket expenses, would be payable by Borrowers to Agents.

  
	
   

  	
   

  
	
  Prepayment
  Requirements/

  	
   

  
	
  Commitment
  Reductions:

  	
  To be consistent with Existing Credit Facility
  documentation, subject to to-be-determined modifications.

  
	
   

  	
   

  
	
  Collateral:

  	
  To be consistent with Existing Credit Facility
  documentation; provided that the security interests in Borrowers’ and
  Guarantors’ existing and after-acquired accounts receivable and related
  assets securing the Revolving Credit Facility will be senior to the security
  interests in such assets securing the US Term Loan B, and the security
  interests in all of Borrowers’ and Guarantors’ other assets

  



 



  
  
  
  
  
  
 6
 








 


	
  

  	
  securing the US Term Loan B will be senior to the
  security interests in such other assets securing the Revolving Credit
  Facility.

  
	
   

  	
   

  
	
  Insurance:

  	
  Agent shall have received policies or binders for
  property and casualty, liability, business interruption and other insurance
  satisfying the requirements of the Credit Facility documentation with
  appropriate endorsements or assignments naming Agent as loss payee, assignee,
  mortgagee and additional insured, as appropriate, and
  non-renewal/cancellation/amendment riders to provide 30 days advance notice
  to Agent.

  
	
   

  	
   

  
	
  Cash
  Management:

  	
  Cash management system acceptable to Agent and
  consistent with the Existing Credit Facility documentation.

  
	
   

  	
   

  
	
  Equity
  Structure:

  	
  The equity structure of Borrowers and US Holdings
  shall remain unchanged with US Holdings owning 100% of Borrowers.

  
	
   

  	
   

  
	
  Documentation:

  	
  Documentation evidencing the Credit Facilities
  contemplated herein shall be satisfactory to Agent and Lenders; provided,
  that:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  financial covenants shall apply only to US Term Loan
  B and shall be limited to (i) an incurrence-based proforma minimum interest
  coverage ratio of 2.00x, and (ii) maximum capital expenditures in any fiscal
  year not in excess of 3% of consolidated gross revenues for such fiscal year;
  and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  in the absence of a default, collateral audits shall
  only be required in the event unused availability under the Revolving Credit
  Facility is less than $25,000,000.

  
	
   

  	
   

  
	
  Conditions
  to Funding:

  	
  The Credit Facility documentation would contain such
  conditions to funding as are described herein. All extensions of credit under
  the Credit Facility will be subject to the continuing accuracy of
  representations and warranties and the absence of defaults.

  
	
   

  	
   

  
	
   

  	
  The conditions to the initial funding will include
  the following and those set forth elsewhere herein and in the Commitment
  Letter and Fee Letter, each of which must be satisfied to Agent’s
  satisfaction:

  



 


·                  No material adverse change with respect to
the financial condition, collateral, operations, industry, business or
prospects of Borrowers and their subsidiaries, taken as a whole; no litigation
commenced which could reasonably be expected to have a material adverse effect
upon any of the foregoing.


·                  No material adverse change with respect to
the business plan, including financial projections, previously provided to
Agents and Lenders.


·                  Agents and Lenders shall be satisfied, based
on financial statements (actual and pro forma), projections and other evidence
provided by Borrowers, or requested by Agents, that Borrowers after incurring
the indebtedness contemplated by the Credit Facility, will be solvent, able to
satisfy their obligations as they mature and adequately capitalized.


·                  The ownership, capital, corporate, tax,
organizational and legal structure of Borrowers and their subsidiaries shall
remain unchanged.


·                  Any third party and regulatory approvals and
consents necessary to consummate the proposed transactions shall have been
obtained and shall be final and non-appealable.


·                  After giving effect to the payment of, or the
creation of a reserve for, all fees and expenses related to the closing,
Borrowers shall have unused availability of at least $150 million under the
Revolving Credit Facility for working capital needs on the closing date.



  
  
  
  
  
  
 7
 








·                  Leverage (including all funded debt, net of
unrestricted cash balances) will be less than or equal to 2.4x.


·                  Agent shall have received such resolutions,
consents, certificates, legal opinions and other documents as it shall have
reasonably requested with respect to the execution and delivery of the Credit
Facility documentation, the related transactions and performance of the
obligations created thereunder and which are customary for transactions of this
type.


·                  US Term Loan B shall have been rated by each
of Moody’s Investors Services, Inc., and Standard & Poor’s Rating Service.


·                  Pro forma adjusted EBITDA of the Borrowers
and their subsidiaries for the twelve month period prior to closing plus
account verifiable cost add backs approved by Agent shall be not less than
$126,000,000.


	
  Permitted Acquisitions:

  	
  To be consistent with Existing Credit Facility
  documentation; provided, that (i) pro forma financial information
  shall only be required in connection with a permitted acquisition if unused
  availability under the Revolving Credit Facility is less than $25 million,
  (ii) the dollar threshold for a “Permitted Small Acquisition” (as defined in
  the Existing Credit Facility documentation) shall be $50 million and (iii)
  the target of the permitted acquisition shall have positive EBITDA for the
  prior twelve month period taking into account verifiable cost add backs
  approved by Agent.

  
	
   

  	
   

  
	
  Third Party Assistance:

  	
  Borrower shall reimburse Agent for the reasonable
  fees and expenses of all professionals that Agent has engaged to assist in
  conducting due diligence for the transaction.

  
	
   

  	
   

  
	
  Assignments/Participations:

  	
  Lenders would have the right at any time to sell and
  assign interests and sell participations under the Credit Facility to other
  financial institutions in accordance with customary terms.

  
	
   

  	
   

  
	
  Requisite Lenders:

  	
  Lenders having more than 50% of the commitments of
  all Lenders, subject to certain supermajority provisions as Agent may
  determine.

  
	
   

  	
   

  
	
  Governing Law:

  	
  Illinois.

  



 



  
  
  
  
  
  
 8