**Exhibit10.2**

AMENDMENT AND RESTATEMENTAGREEMENT dated as of May 3, 2007 (this “Agreement”), among BOISECASCADE HOLDINGS, L.L.C. (“Holdings”), BOISE CASCADE, L.L.C. (the “Borrower”),the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (f/k/a/ JPMorgan ChaseBank), as Administrative Agent, under the Second Amended and Restated CreditAgreement dated as of November 3, 2006 (as amended and in effect on the datehereof, the “Existing CreditAgreement”), amongHoldings, the Borrower, the lenders referred to therein and the AdministrativeAgent.

WHEREAS, Holdings and the Borrower have requested, andthe Required Restatement Lenders and the Administrative Agent have agreed, uponthe terms and subject to the conditions set forth herein, that (a) theTranche E Lenders referred to below extend credit to the Borrower in the formof Tranche E Term Loans on the Restatement Effective Date referred to below, inan aggregate principal amount equal to $525,000,000, (b) the Delayed DrawLenders referred to below extend credit to the Borrower in the form of DelayedDraw Term Loans in an aggregate principal amount equal to $200,000,000, and(c) the Existing Credit Agreement be amended and restated as providedherein;

NOW, THEREFORE, Holdings, the Borrower, the RequiredRestatement Lenders and the Administrative Agent hereby agree as follows:

## SECTION 1.  Defined Terms.  (a) Capitalized terms used but not defined herein shall have the meaningsassigned to such terms in the form of Restated Credit Agreement attached heretoas Exhibit A.

### (b)  Asused in this Agreement, the following terms have the meanings specified below:

“Delayed Draw Commitment” has the meaningassigned to such term in the Restated Credit Agreement.  The initial amount of each Delayed DrawLender’s Delayed Draw Commitment is set forth on Schedule 1 hereto, or in theAssignment and Assumption pursuant to which such Delayed Draw Lender shall haveassumed its Delayed Draw Commitment, as applicable.

“Delayed Draw Lenders” means the Persons namedon Schedule 1 hereto, and any other Person to whom a Delayed Draw Commitment isassigned pursuant to an Assignment and Assumption.

“Existing Term Loans” means Tranche D TermLoans that are outstanding immediately prior to the Restatement Effective Date.

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“Lender Addendum” means an addendum to thisAgreement, in a form supplied by the Administrative Agent, pursuant to which aLender may become a party to this Agreement.

“Required Lenders” has the meaning assigned tosuch term in the Existing Credit Agreement.

“Required Restatement Lenders” means, at anytime, (a) the Required Lenders and (b) each of the Tranche E Lendersand the Delayed Draw Lenders.

“Restated Credit Agreement” means the ExistingCredit Agreement as amended and restated in the form of Exhibit A to thisAgreement.

“Restatement Effective Date” means the date onwhich the conditions specified in Section 7 of this Agreement aresatisfied.

“Tranche D Lender” has the meaning assigned tosuch term in the Existing Credit Agreement.

“Tranche D Term Loan” has the meaning assignedto such term in the Existing Credit Agreement.

“Tranche E Commitment” means, with respect toeach Tranche E Lender, the commitment, if any, of such Tranche E Lender to makea Tranche E Term Loan hereunder on the Restatement Effective Date, expressed asan amount representing the maximum principal amount of the Tranche E Term Loanto be made by such Tranche E Lender hereunder. The initial amount of each Tranche E Lender’s Tranche E Commitment isset forth on Schedule 2 attached hereto, or in the Assignment and Assumptionpursuant to which such Tranche E Lender shall have assumed its Tranche ECommitment, as applicable.  The aggregateamount of the Tranche E Commitments is $525,000,000.

“Tranche E Lenders” means the Persons named onSchedule 2 hereto, and any other Person to whom a Tranche E Commitment isassigned pursuant to an Assignment and Assumption.

“Tranche E Term Loan” means a loan madepursuant to Section 3 of this Agreement.

## SECTION 2. Restatement Effective Date. (a) The transactions provided for in Sections 3 through 6 hereof shallbe consummated at a closing to be held on the Restatement Effective Date at theoffices of Cravath, Swaine & Moore LLP, or at such other place as theparties hereto shall agree upon.

### (b)  The Borrower shall give notless than one Business Day’s written notice to the Administrative Agentproposing a date as the Restatement Effective Date, and the AdministrativeAgent shall send copies of such notice to the Lenders.  The Tranche E Commitments shall terminate at5:00 p.m., New York City time, on May 3,

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### 2007, and Delayed Draw Commitments shall terminate at 5:00 p.m., NewYork City time, on November 1, 2007, if the Restatement Effective Date shallnot have occurred at or prior to such time.

### (c)  The Required Lenders herebywaive the limitations set forth in Section 6.01 of the Existing CreditAgreement to the extent, but only to the extent, necessary to permit theBorrower to incur the Tranche E Term Loans on the Restatement Effective Date.  The Required Lenders also hereby waive therequirement set forth in Section 2.11(f) of the Existing Credit Agreement thatthe Borrower give three Business Days’ prior notice of the prepayment ofTranche D Term Loans to be made on the Restatement Effective Date; providedthat such notice shall be given not later than 5:00 p.m., New York City time,on the Business Day before the date of prepayment (it being understood that anysuch notice may be revoked if the Restatement Effective Date does not occur).

### (d)  Until the Restated Credit Agreementbecomes effective in accordance with the terms of this Agreement, the ExistingCredit Agreement shall remain in full force and effect and shall not beaffected hereby.

## SECTION 3. Tranche E Term Loans; Prepayment of Tranche D Term Loans.  (a) Subject to the terms and conditions set forth herein, each Tranche ELender agrees to make a Tranche E Term Loan to the Borrower on the RestatementEffective Date in the manner contemplated by this Section.

### (b)  The Borrower shall give aBorrowing Request to the Administrative Agent in accordance with Section 2.03of the Restated Credit Agreement in order to request the Borrowing of Tranche ETerm Loans to be made on the Restatement Effective Date.  The provisions of Sections 2.02, 2.03, 2.06and 2.16 of the Restated Credit Agreement shall be applicable to such requestedBorrowing, mutatismutandis, regardless of whether theRestatement Effective Date occurs (and any obligations arising under any suchSection shall survive the termination of this Agreement if the RestatementEffective Date does not occur); provided that (i) notwithstandingthe foregoing, the Borrower may request that the initial Tranche E TermBorrowing be made as a Eurodollar Borrowing later than otherwise permitted, ifsuch request is made not later than 12:00 noon, New York City time, oneBusiness Day before the Restatement Effective Date and (ii) in such event, theLIBO Rate for the Interest Period for such Borrowing commencing on theRestatement Effective Date will be determined by the Administrative Agent bysuch means as it determines to be reasonably appropriate to reflect marketrates for such Interest Period, rather than in accordance with the expressterms of the definition of “LIBO Rate”. The provisions of Section 9.04 of the Restated Credit Agreementshall be applicable to assignments of Tranche E Commitments.

### (c)  On theRestatement Effective Date, the Borrower shall prepay in full all Tranche DTerm Loans then outstanding, together with all accrued and unpaid interest onthe Tranche D Term Loans, all amounts payable pursuant to Section 2.16 of theExisting Credit Agreement as a result of the prepayment of the Tranche D TermLoans (to the extent that the Borrower has received notice of such amounts) andall other

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### amountspayable under the Existing Credit Agreement to the Tranche D Lenders in theircapacity as such (to the extent that the Borrower has received notice of suchamounts).  The rights of the Tranche DLenders under Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreementshall survive such prepayment to the extent of amounts not so paid to them onthe Restatement Effective Date.

### (d)  TheBorrower hereby authorizes and instructs the Administrative Agent to apply theproceeds of the Tranche E Term Loans to prepay principal of the outstandingTranche D Term Loans on the Restatement Effective Date.  It is understood that the Borrower shall beresponsible for all payments required to be made pursuant to paragraph (c) ofthis Section to the extent not made with such proceeds.

### (e)  EachTranche D Lender that executes a Lender Addendum specifically in the capacityas a Consenting Lender which does not have a Delayed Draw Commitment or aTranche E Commitment shall be deemed on the Restatement Effective Date to haveconsented to this Agreement but shall not have any commitment to make DelayedDraw Term Loans or Tranche E Term Loans.

## SECTION4.  Delayed Draw Commitments; Reduction of Revolving Commitments.  (a) Subject to the terms and conditions set forth herein, on the RestatementEffective Date each Delayed Draw Lender shall have a Delayed Draw Commitmentunder the Restated Credit Agreement.

### (b)  Effective on the Restatement Effective Date, the Revolving Commitmentsshall be reduced by $25,000,000 (to $450,000,000).  Such reduction shall be effected inaccordance with Section 2.08 of the Existing Credit Agreement, but withoutany requirement of notice.

## SECTION 5. Amendment of Security Documents. The Required Restatement Lenders hereby (a) authorize the CollateralAgent to execute and deliver any amendments or modifications to the SecurityDocuments that the Collateral Agent determines to be necessary or appropriatein connection with the Restatement Transactions and (b) consent to all suchamendments or modifications; provided that such amendments ormodifications to the Security Documents shall not become effective prior to theRestatement Effective Date.

## SECTION 6. Amendment and Restatement of the Existing Credit Agreement.  Effective on the Restatement Effective Dateimmediately after the prepayment of the Tranche D Term Loans pursuant toSection 3(c) above, the Existing Credit Agreement is hereby amended andrestated to read in its entirety as set forth in Exhibit A hereto.  No separate execution of the Restated CreditAgreement shall be required.  From andafter the effectiveness of such amendment and restatement, (i) the terms “Agreement”,“this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words ofsimilar import, as used in the Restated Credit Agreement, shall, unless thecontext otherwise requires, refer to the Existing Credit Agreement as amendedand restated in the form of the Restated Credit Agreement and (ii) the term “Credit

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## Agreement”, as used in the other Loan Documents, shall mean theRestated Credit Agreement.

## SECTION 7. Conditions.  Theconsummation of the transactions set forth in Sections 3 through 6 of thisAgreement, including the obligations of the Tranche E Lenders to make Tranche ETerm Loans and the effectiveness of the Delayed Draw Commitments, shall besubject to the satisfaction of the following conditions precedent:

### (a)  The Administrative Agent (orits counsel) shall have received from the Required Restatement Lenders and eachof Holdings and the Borrower either (i) a counterpart of this Agreement ora Lender Addendum signed on behalf of such party or (ii) written evidencesatisfactory to the Administrative Agent (which may include telecopy orportable document format (“PDF”) transmission of a signed signature pageof this Agreement or a Lender Addendum) that such party has signed acounterpart of this Agreement or a Lender Addendum.

### (b)  The Administrative Agent shallhave received a favorable written opinion (addressed to the AdministrativeAgent and the Lenders and dated the Restatement Effective Date) of each of(i) General Counsel of Holdings, substantially in the form ofExhibit B-1 to this Agreement and (ii) Kirkland & Ellis LLP,counsel for the Loan Parties, substantially in the form of Exhibit B-2 tothis Agreement.   Each of Holdings andthe Borrower hereby requests such counsel to deliver such opinions.

### (c)  The Administrative Agent shallhave received such documents and certificates as the Administrative Agent orits counsel may reasonably request relating to the organization, existence andgood standing of each Loan Party, the authorization of the RestatementTransactions and any other legal matters relating to the Loan Parties, the LoanDocuments or the Restatement Transactions, all in form and substance reasonablysatisfactory to the Administrative Agent and its counsel.

### (d)  The Administrative Agent shallhave received a certificate, dated the Restatement Effective Date and signed bythe President, a Vice President or a Financial Officer of the Borrower,confirming compliance with the conditions set forth in paragraphs (a) and(b) of Section 4.02 of the Restated Credit Agreement, with the same effectas though the Restated Credit Agreement were in effect and the Tranche E TermLoans were being made thereunder.

### (e)  The Administrative Agent shallhave received all fees and other amounts due and payable on or prior to theRestatement Effective Date, including, to the extent invoiced, reimbursement orpayment of all out-of-pocket expenses (including fees, charges anddisbursements of counsel) required to be reimbursed or paid by any Loan Partyhereunder or under any other Loan Document.

### (f)  The Collateral and GuaranteeRequirement shall have been satisfied and the Administrative Agent shall havereceived a completed Perfection Certificate dated the Restatement EffectiveDate and signed by an executive officer or Financial Officer of the Borrower,together with all attachments contemplated thereby, including

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### the results of a search of the Uniform Commercial Code (or equivalent)filings made with respect to the Loan Parties in the jurisdictions contemplatedby the Perfection Certificate and copies of the financing statements (orsimilar documents) disclosed by such search and evidence reasonablysatisfactory to the Administrative Agent that the Liens indicated by suchfinancing statements (or similar documents) are permitted by Section 6.02of the Restated Credit Agreement or have been released.  Without limiting the generality of the foregoing,the Administrative Agent shall have received a counterpart of a ReaffirmationAgreement, substantially in the form of Exhibit C to this Agreement, dulyexecuted and delivered on behalf of each Loan Party.

### (g)  The Administrative Agent shallhave received evidence that the insurance required by Section 5.07 of theRestated Credit Agreement and the Security Documents is in effect.

### (h)  The Administrative Agent shallhave received from the Borrower an amount sufficient, together with proceeds ofthe Tranche E Term Loans, to make the payments required to be made pursuant toSection 3(c) hereof.

### (i)  The conditions set forth inSection 4.02 of the Restated Credit Agreement shall be satisfied with the sameeffect as though the Restated Credit Agreement were in effect and the Tranche ETerm Loans were being made thereunder.

### (j)  The Administrative Agent shallhave received all documentation and other information requested by it tosatisfy the requirements of bank regulatory authorities under applicable “knowyour customer” and anti-money laundering rules and regulations, including theUSA Patriot Act.

The Administrative Agent shall notify the Borrower andthe Lenders of the Restatement Effective Date, and such notice shall beconclusive and binding.  Notwithstandingthe foregoing, the consummation of the transactions set forth inSections 3 through 6 of this Agreement and the obligations of the TrancheE Lenders to make Tranche E Term Loans hereunder and the effectiveness of theDelayed Draw Commitments, in each case shall not become effective unless eachof the foregoing conditions is satisfied (or waived pursuant to Section 8below) at or prior to 5:00 p.m., New York City time, on May 3, 2007 (and, inthe event such conditions are not so satisfied or waived, the Tranche ECommitments and Delayed Draw Commitments shall terminate at such time).

## SECTION 8. Effectiveness; Counterparts; Amendments; Fees.  (a) This Agreement shall become effective when copies hereof which bear thesignatures of Holdings, the Borrower, the Administrative Agent and the RequiredRestatement Lenders shall have been received by the Administrative Agent.  This Agreement may not be amended nor may anyprovision hereof be waived except pursuant to a writing signed by Holdings, theBorrower, the Administrative Agent and the Required Restatement Lenders.  This Agreement may be executed in two or morecounterparts, each of which shall constitute an original but all of which whentaken together shall constitute a single contract.  Delivery of an executed counterpart of asignature page of this Agreement or a

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## Lender Addendum by telecopy or PDF shall be effective as delivery of amanually executed counterpart of this Agreement.

## SECTION 9. No Novation.  ThisAgreement shall not extinguish the Loans outstanding under the Existing CreditAgreement.  Nothing herein containedshall be construed as a substitution or novation of the Loans outstanding underthe Existing Credit Agreement, which (except to the extent repaid as providedherein) shall remain outstanding after the Restatement Effective Date asmodified hereby.  Notwithstanding anyprovision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and9.03 of the Existing Credit Agreement as in effect immediately prior to theRestatement Effective Date will continue to be effective as to all mattersarising out of or in any way related to facts or events existing or occurringprior to the Restatement Effective Date.

## SECTION 10. Notices.  All noticeshereunder shall be given in accordance with the provisions of Section 9.01of the Restated Credit Agreement.

## SECTION 11. Applicable Law; Waiver of Jury Trial.  **(A)  THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.**

##### **(B) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLYARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLYOR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEKTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHERTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.**

## SECTION 12. Headings*.*  The Section headings used herein are forconvenience of reference only, are not part of this Agreement and are not toaffect the construction of, or to be taken into consideration in interpreting,this Agreement.

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be duly executed by their respective authorized officers asof the day and year first written above.
|   |   | BOISE CASCADE HOLDINGS, L.L.C., |
|--------|--------|---------------------------------|
|   |   |                            |
|   |   |                            | by |
|   |   |                            | /s/ Wayne Rancourt |   |
|   |   |                            | Name: Wayne Rancourt |
|   |   |                            | Title: Vice President and Treasurer |
|   |   |                            |
|   |   | Principal Place of Business:    |
|   |   | 1111 West Jefferson Street      |
|   |   | Boise, ID 83728                 |
|   |   | TIN: 20-1478587                 |
|   |   |                            |
|   |   |                            |
|   |   | BOISE CASCADE, L.L.C.,          |
|   |   |                            |
|   |   |                            | by |
|   |   |                            | /s/ Wayne Rancourt |   |
|   |   |                            | Name: Wayne Rancourt |
|   |   |                            | Title: Vice President and Treasurer |
|   |   |                            |
|   |   | Principal Place of Business:    |
|   |   | 1111 West Jefferson Street      |
|   |   | Boise, ID 83728                 |
|   |   | TIN: 20-1496201                 |

 

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|        |   | JPMORGAN CHASE BANK, N.A.,  individually and as Administrative Agent, |
|--------|--------|-----------------------------------------------------------------------|
|   |   |                                                                  |
|   |   |                                                                  | by |
|   |   |                                                                  | /s/ Peter S. Predun |   |
|   |   |                                                                  | Name: Peter S. Predun |
|   |   |                                                                  | Title: Executive Director |

 

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SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENTAGREEMENT, DATED AS OF MAY 3, 2007 AMONG BOISE CASCADE HOLDINGS L.L.C., BOISECASCADE, L.L.C., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., ASADMINISTRATIVE AGENT.
| Name of Institution*             |   |                                |
|----------------------------------|--------|-------------------------------------|
|                             |
|                             |
| Executing as a Tranche E Lender: |   | Executing as a Delayed Draw Lender: |
|                             |   |                                |
| by                               |   | by                                  |
|                             |   |                                |   |   |   |
|                             | Name:  |                                |   | Name: |
|                             | Title: |                                |   | Title: |
|                                  |        |                                     |  |  |  |  |  |

 

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***Each Lender must sign separately in each capacity in which it isagreeing to the terms of this Agreement.**

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| SCHEDULES AND EXHIBITS |
|------------------------|
|                   |
|                   |
| Schedules              |   |
|                   |   |
| Schedule 1 –      | Delayed Draw Commitments |
| Schedule 2 –      | Tranche E Commitments |
|                   |   |
|                   |   |
| Exhibits               |   |
|                   |   |
| Exhibit A –       | Form of Restated Credit Agreement |
| Exhibit B-1 –     | Form of Opinion of General Counsel of Boise Cascade  Holdings, L.L.C. |
| Exhibit B-2 –     | Form of Opinion of Kirkland & Ellis LLP |
| Exhibit C –       | Form of Reaffirmation Agreement |

 

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EXHIBIT ATO AMENDMENT AND RESTATEMENT AGREEMENT

THIRD AMENDED AND RESTATED

CREDITAGREEMENT

dated as of

May 3, 2007

among

BOISE CASCADE HOLDINGS, L.L.C.,

BOISE CASCADE, L.L.C.,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK,N.A.,

as Administrative Agent

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J.P. MORGAN SECURITIES INC.

and

LEHMAN BROTHERS INC.,

as Joint Lead Arrangersand

Joint Bookrunners

LEHMAN BROTHERS INC.,

as Syndication Agent

BANC OF AMERICASECURITIES LLC,

DEUTSCHE BANK SECURITIES INC.

and

GOLDMAN SACHS CREDITPARTNERS L.P.as Documentation Agents

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TABLE OF CONTENTS
|               | ** ** |                                         | ** ** | **Page** |
|---------------|------------|-----------------------------------------|------------|----------|
|          |       |                                    |       |     |
| ARTICLE I     |
|          |
| Definitions   |
|          |
| SECTION 1.01. |       | Defined Terms                           |       | 2        |
| SECTION 1.02. |       | Classification  of Loans and Borrowings |       | 41       |
| SECTION 1.03. |       | Terms Generally                         |       | 41       |
| SECTION 1.04. |       | Accounting  Terms; GAAP                 |       | 41       |
| SECTION 1.05. |       | Certificates                            |       | 41       |

 

ARTICLE II

The Credits
| SECTION 2.01. |   | Revolving  Commitments; Tranche E Term Loans; Delayed Draw Commitments |   | 42 |
|---------------|--------|------------------------------------------------------------------------|--------|----|
| SECTION 2.02. |   | Loans and  Borrowings                                                  |   | 42 |
| SECTION 2.03. |   | Requests for  Borrowings                                               |   | 43 |
| SECTION 2.04. |   | Swingline Loans                                                        |   | 44 |
| SECTION 2.05. |   | Letters of  Credit                                                     |   | 46 |
| SECTION 2.06. |   | Funding of  Borrowings                                                 |   | 50 |
| SECTION 2.07. |   | Interest  Elections                                                    |   | 51 |
| SECTION 2.08. |   | Termination and  Reduction of Commitments                              |   | 52 |
| SECTION 2.09. |   | Repayment of  Loans; Evidence of Debt                             |   | 53 |
| SECTION 2.10. |   | Amortization of  Term Loans                                            |   | 54 |
| SECTION 2.11. |   | Prepayment of  Loans                                                   |   | 55 |
| SECTION 2.12. |   | Fees                                                                   |   | 57 |
| SECTION 2.13. |   | Interest                                                               |   | 59 |
| SECTION 2.14. |   | Alternate Rate  of Interest                                            |   | 59 |
| SECTION 2.15. |   | Increased Costs                                                        |   | 60 |
| SECTION 2.16. |   | Break Funding  Payments                                                |   | 61 |
| SECTION 2.17. |   | Taxes                                                                  |   | 62 |
| SECTION 2.18. |   | Payments  Generally; Pro Rata Treatment; Sharing of Setoffs            |   | 63 |
| SECTION 2.19. |   | Mitigation  Obligations; Replacement of Lenders                        |   | 65 |
| SECTION 2.20. |   | Increase in Revolving  Credit Commitments                              |   | 65 |
| SECTION 2.21. |   | Incremental Term  Loans                                                |   | 67 |

 

ARTICLE III

Representations andWarranties
| SECTION 3.01. |   | Organization;  Powers          |   | 68 |
|---------------|--------|--------------------------------|--------|----|
| SECTION 3.02. |   | Authorization;  Enforceability |   | 68 |

 

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| SECTION 3.03. |   | Governmental  Approvals; No Conflicts            |   | 69 |
|---------------|--------|--------------------------------------------------|--------|----|
| SECTION 3.04. |   | Financial  Condition; No Material Adverse Change |   | 69 |
| SECTION 3.05. |   | Properties                                       |   | 70 |
| SECTION 3.06. |   | Litigation and  Environmental Matters            |   | 70 |
| SECTION 3.07. |   | Compliance with  Laws and Agreements             |   | 71 |
| SECTION 3.08. |   | Investment  Company Status                       |   | 71 |
| SECTION 3.09. |   | Taxes                                            |   | 71 |
| SECTION 3.10. |   | ERISA                                            |   | 71 |
| SECTION 3.11. |   | Disclosure                                       |   | 72 |
| SECTION 3.12. |   | Subsidiaries                                     |   | 72 |
| SECTION 3.13. |   | Insurance                                        |   | 72 |
| SECTION 3.14. |   | Labor Matters                                    |   | 72 |
| SECTION 3.15. |   | Solvency                                         |   | 73 |
| SECTION 3.16. |   | Senior  Indebtedness                             |   | 73 |
| SECTION 3.17. |   | Security  Interests                              |   | 73 |
| SECTION 3.18. |   | Initial RP  Basket Amount                        |   | 73 |

 

ARTICLE IV

Conditions
| SECTION 4.01. |   | [Intentionally  Omitted]. |   | 73 |
|---------------|--------|---------------------------|--------|----|
| SECTION 4.02. |   | Each Credit  Event        |   | 73 |
| SECTION 4.03. |   | Delayed Draw  Funding     |   | 74 |

 

ARTICLE V

Affirmative Covenants
| SECTION 5.01. |   | Financial  Statements and Other Information |   | 74 |
|---------------|--------|---------------------------------------------|--------|----|
| SECTION 5.02. |   | Notices of  Material Events                 |   | 76 |
| SECTION 5.03. |   | Information Regarding  Collateral           |   | 76 |
| SECTION 5.04. |   | Existence;  Conduct of Business             |   | 77 |
| SECTION 5.05. |   | Payment of  Obligations                     |   | 77 |
| SECTION 5.06. |   | Maintenance of  Properties                  |   | 77 |
| SECTION 5.07. |   | Insurance                                   |   | 77 |
| SECTION 5.08. |   | Casualty and  Condemnation                  |   | 77 |
| SECTION 5.09. |   | Books and  Records; Inspection Rights       |   | 78 |
| SECTION 5.10. |   | Compliance with  Laws                       |   | 78 |
| SECTION 5.11. |   | Use of Proceeds  and Letters of Credit      |   | 78 |
| SECTION 5.12. |   | Additional  Subsidiaries                    |   | 78 |
| SECTION 5.13. |   | Further  Assurances                         |   | 78 |
| SECTION 5.14. |   | Interest Rate  Protection                   |   | 79 |
| SECTION 5.15. |   | Fiscal Periods                              |   | 79 |
| SECTION 5.16. |   | Post-Closing  Requirement                   |   | 79 |

 

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ARTICLE VI

Negative Covenants
| SECTION 6.01. |   | Indebtedness;  Certain Equity Securities; Designated Senior Indebtedness |   | 80 |
|---------------|--------|--------------------------------------------------------------------------|--------|----|
| SECTION 6.02. |   | Liens                                                                    |   | 83 |
| SECTION 6.03. |   | Fundamental  Changes                                                     |   | 85 |
| SECTION 6.04. |   | Investments,  Loans, Advances, Guarantees and Acquisitions               |   | 85 |
| SECTION 6.05. |   | Asset Sales                                                              |   | 88 |
| SECTION 6.06. |   | Sale and  Leaseback Transactions                                         |   | 89 |
| SECTION 6.07. |   | Swap Agreements                                                          |   | 89 |
| SECTION 6.08. |   | Restricted  Payments; Certain Payments of Indebtedness                   |   | 89 |
| SECTION 6.09. |   | Transactions  with Affiliates                                            |   | 92 |
| SECTION 6.10. |   | Restrictive  Agreements                                                  |   | 92 |
| SECTION 6.11. |   | Amendment of  Material Documents                                         |   | 93 |
| SECTION 6.12. |   | Interest Expense  Coverage Ratio                                         |   | 93 |
| SECTION 6.13. |   | Leverage Ratio                                                           |   | 94 |

 

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous
| SECTION 9.01. |   | Notices                                                     |   | 100 |
|---------------|--------|-------------------------------------------------------------|--------|-----|
| SECTION 9.02. |   | Waivers;  Amendments                                        |   | 101 |
| SECTION 9.03. |   | Expenses;  Indemnity; Damage Waiver                         |   | 102 |
| SECTION 9.04. |   | Successors and  Assigns                                     |   | 104 |
| SECTION 9.05. |   | Survival                                                    |   | 107 |
| SECTION 9.06. |   | Counterparts;  Integration; Effectiveness                   |   | 108 |
| SECTION 9.07. |   | Severability                                                |   | 108 |
| SECTION 9.08. |   | Right of Setoff                                             |   | 108 |
| SECTION 9.09. |   | Governing Law;  Jurisdiction; Consent to Service of Process |   | 108 |
| SECTION 9.10. |   | WAIVER OF JURY  TRIAL                                       |   | 109 |
| SECTION 9.11. |   | Headings                                                    |   | 109 |
| SECTION 9.12. |   | Confidentiality                                             |   | 109 |
| SECTION 9.13. |   | Interest Rate  Limitation                                   |   | 110 |
| SECTION 9.14. |   | USA Patriot Act                                             |   | 111 |

 

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| SECTION 9.15. |   | Effectiveness of  Third Restated Credit Agreement |   | 111 |
|---------------|--------|---------------------------------------------------|--------|-----|

 

SCHEDULES:

Schedule 2.01 —Revolving Commitments

Schedule 3.05(d) —Real Property

Schedule 3.05(e) — Purchase Rights on Mortgaged Property

Schedule 3.06 — Disclosed Matters

Schedule 3.12 — Subsidiaries

Schedule 3.13 — Insurance

Schedule 6.01 — Existing Indebtedness

Schedule 6.02(a) — Existing Borrower Liens

Schedule 6.04(a) — Existing Borrower Investments

Schedule 6.09 — Original Effective Date Agreements

Schedule 6.10 — Existing Restrictions

EXHIBITS:

Exhibit A — Form of Assignment and Assumption

Exhibit B — [Intentionally Omitted]

Exhibit C — Form of Guarantee and Collateral Agreement

Exhibit D — Form ofPerfection Certificate

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THIRD AMENDED ANDRESTATED CREDIT AGREEMENT dated as of May 3, 2007, among BOISE CASCADEHOLDINGS, L.L.C., BOISE CASCADE, L.L.C., the LENDERS party hereto and JPMORGANCHASE BANK, N.A., as Administrative Agent.

WHEREAS, Holdings, Boise Land & Timber HoldingsCorp., the Borrower, Boise Land & Timber Corp., the lenders party theretoand JPMorgan Chase Bank, N.A. (f/k/a/ JPMorgan Chase Bank), as administrativeagent, were parties to the Credit Agreement dated as of October 29, 2004 (the “OriginalCredit Agreement”), as amended and in effect immediately prior to the FirstRestatement Effective Date (as defined herein);

WHEREAS, Holdings, Boise Land & Timber HoldingsCorp., the Borrower, Boise Land & Timber Corp., the Required RestatementLenders (as defined therein) and JPMorgan Chase Bank, N.A., as administrativeagent, entered into an Amendment and Restatement Agreement dated as of April18, 2005 (the “First Amendment and Restatement Agreement”);

WHEREAS, pursuant to the First Amendment andRestatement Agreement, on the First Restatement Effective Date the OriginalCredit Agreement was amended and restated in the form of the Amended andRestated Credit Agreement dated as of April 18, 2005 (the “First RestatedCredit Agreement”);

WHEREAS, Holdings, Boise Land & Timber HoldingsCorp., the Borrower, Boise Land & Timber Corp., the Required Lenders (asdefined in the First Restated Credit Agreement) and JPMorgan Chase Bank, N.A.,as administrative agent, entered into the Waiver, Amendment and RestatementAgreement dated as of November 3, 2006 (the “Second Amendment andRestatement Agreement”);

WHEREAS, pursuant to the Second Amendment andRestatement Agreement, on the Second Restatement Effective Date, the FirstRestated Credit Agreement was amended and restated in the form of the SecondAmended and Restated Credit Agreement dated as of November 3, 2006 (the “SecondRestated Credit Agreement”), as amended and in effect immediately prior tothe Third Restatement Effective Date (as defined herein);

WHEREAS, Holdings, the Borrower, the Required Lenders(as defined in the Second Restated Credit Agreement) and JPMorgan Chase Bank,N.A., as administrative agent, entered into the Amendment and RestatementAgreement dated as of May 3, 2007 (the “Third Amendment and RestatementAgreement”); and

WHEREAS, pursuant to the Third Amendment andRestatement Agreement, on the Third Restatement Effective Date, the SecondRestated Credit Agreement is amended and restated as provided herein;

NOW, THEREFORE, the parties hereto agree as follows:

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# ARTICLE I

# Definitions

## SECTION 1.01.  Defined Terms.  As used in this Agreement, the followingterms have the meanings specified below:

“ABR”, when used in reference to any Loan orBorrowing, refers to whether such Loan, or the Loans comprising such Borrowing,are bearing interest at a rate determined by reference to the Alternate BaseRate.

“Account” means, collectively, (a) an “account”as such term is defined in the Uniform Commercial Code as in effect from timeto time in the State of New York or under other relevant law, and (b) anyrights of the Borrower or any Subsidiary to payment for goods sold or leased orservices performed, including all such rights evidenced by an account, note,contract, security agreement, chattel paper, or other evidence of indebtednessor security.

“Acquired Businesses” has the meaning assignedto such term in the Original Credit Agreement.

“Acquisition” means the acquisition by theSubsidiaries of all of the assets exclusively or primarily related to or usedexclusively or primarily in the conduct of the Operating Businesses prior tothe Original Effective Date.

“Acquisition Agreement” has the meaningassigned to such term in the Original Credit Agreement.

“Additional Consideration Agreement” has themeaning assigned to such term in the Acquisition Agreement.

“Additional Subordinated Debt” means unsecuredIndebtedness of the Borrower in respect of borrowed money or in respect ofpromissory notes or other debt securities; provided that (a) suchIndebtedness does not require any scheduled payment of principal (includingpursuant to a sinking fund obligation) or any mandatory prepayment orredemption or any prepayment or redemption at the option of the holders thereof(except for prepayments or redemptions in respect of asset sales and changes incontrol on terms not less favorable to the Lenders than the terms of theSubordinated Debt as in effect on the Third Restatement Effective Date) priorto the date that is 180 days after the later of (i) the Tranche E MaturityDate or (ii) if such Indebtedness is incurred after the Borrower hasobtained any Incremental Term Loans or while any Commitments from AugmentingTerm Lenders to make Incremental Term Loans remain in effect, then the maturitydate for such Incremental Term Loans, unless all such Incremental Term Loanshave been repaid in full, (b) the terms of such indebtedness includesubordination and guarantee release provisions not less favorable to theLenders than the subordination and guarantee release provisions of the SubordinatedDebt as in effect on the Third Restatement Effective Date, (c) the other terms(including covenants, events of default, remedies, redemption provisions andchange of control provisions, but excluding interest

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rate , any discount andredemption premiums) of such Indebtedness are not less favorable in anymaterial respect to the Lenders than the terms of the Subordinated Debt as ineffect on the Third Restatement Effective Date.

“Additional Subordinated Debt Documents” meansany indenture under which any Additional Subordinated Debt is issued and allother instruments, agreements and other documents evidencing or governing anyAdditional Subordinated Debt or providing for any Guarantee or other right inrespect thereof.

“Adjusted LIBO Rate” means, with respect to anyEurodollar Borrowing for any Interest Period, an interest rate per annum(rounded upwards, if necessary, to the next 1/32 of 1%) equal to (a) theLIBO Rate for such Interest Period multiplied by (b) the Statutory ReserveRate.

“Administrative Agent” means JPMorgan ChaseBank, N.A., in its capacity as administrative agent for the Lendershereunder.  The terms “AdministrativeAgent” and “Collateral Agent” are used interchangeably and shall not beconstrued to distinguish separate roles, functions or duties.

“Administrative Questionnaire” means anAdministrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specifiedPerson, another Person that directly, or indirectly through one or more intermediaries,Controls or is Controlled by or is under common Control with the Personspecified; provided that, solely for purposes of Section 6.09, aPerson shall not be an “Affiliate” of Holdings or the Borrower solely by reasonof being commonly Controlled by Madison Dearborn if (a) such Person is notControlled by Holdings or the Borrower and (b) the Equity Interests insuch Person owned or Controlled, directly or indirectly, by Madison Dearbornrepresent less than 20% of each of the aggregate ordinary voting power and theaggregate equity value represented by such Person’s outstanding EquityInterests.

“Agents” means the Administrative Agent and theSyndication Agent.

“Alternate Base Rate” means, for any day, arate per annum equal to the greater of (a) the Prime Rate in effect onsuch day and (b) the Federal Funds Effective Rate in effect on such dayplus 1/2 of 1%.  Any change in theAlternate Base Rate due to a change in the Prime Rate or the Federal FundsEffective Rate shall be effective from and including the effective date of suchchange in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Applicable Percentage” means, with respect toany Revolving Lender, the percentage of the total Revolving Commitmentsrepresented by such Lender’s Revolving Commitment.  If the Revolving Commitments have terminatedor expired, the Applicable Percentages shall be determined based upon theRevolving Commitments most recently in effect, giving effect to any assignments.

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“Applicable Rate” means, for any day(a) with respect to any Tranche E Term Loan or Delayed Draw TermLoan, (i) in the case of an ABR Loan, 0.50% per annum and (B) in thecase of a Eurodollar Loan, 1.50% per annum and (b) with respect to any ABRLoan or Eurodollar Loan that is a Revolving Loan, the applicable rate per annumset forth below under the caption “ABR Spread” or “Eurodollar Spread”, as thecase may be, based upon the Leverage Ratio as of the most recent determinationdate; provided that prior to delivery of consolidated financialstatements for the fiscal quarter ending March 31, 2005, the ApplicableRate in respect of Revolving Loans shall be determined by reference toCategory 1 below:

| Leverage Ratio:                                               | ** ** | **ABR  Spread** | ** ** | **Eurodollar  Spread** | ** ** |
|--------------------------------------------------------------------|------------|-----------------|------------|------------------------|------------|
| Category 1                                                         |       |            |       |                   |       |
| Greater than 4.00 to  1.00                                         |       | 1.25            | %          | 2.25                   | %          |
| Category 2                                                         |       |            |       |                   |       |
| Greater than 3.50 to  1.00  but less than or equal to 4.00 to 1.00 |       | 1.00            | %          | 2.00                   | %          |
| Category 3                                                         |       |            |       |                   |       |
| Greater than 3.00 to  1.00  but less than or equal to 3.50 to 1.00 |       | 0.75            | %          | 1.75                   | %          |
| Category 4                                                         |       |            |       |                   |       |
| Less than or equal to 3.00 to 1.00                                 |       | 0.50            | %          | 1.50                   | %          |

 

For purposes of the foregoing, (i) the LeverageRatio shall be determined as of the end of each fiscal quarter of the Borrower’sfiscal year based upon the consolidated financial statements of Holdings deliveredpursuant to Section 5.01(a) or (b) and (ii) each change in theApplicable Rate resulting from a change in the Leverage Ratio shall beeffective during the period commencing on and including the date of delivery tothe Administrative Agent of such consolidated financial statements indicatingsuch change and ending on the date immediately preceding the effective date ofthe next such change; provided that the Leverage Ratio shall be deemedto be in Category 1 (A) at any time that an Event of Default hasoccurred and is continuing or (B) at the option of the AdministrativeAgent or at the request of the Required Lenders if the Borrower fails todeliver the consolidated financial statements of Holdings required to bedelivered pursuant to Section 5.01(a) or (b), during the period from theexpiration of the time for delivery thereof until such consolidated financialstatements are delivered.

“Assignment and Assumption” means an assignmentand assumption entered into by a Lender and an assignee (with the consent ofany party whose consent is required by Section 9.04), and accepted by theAdministrative Agent, in the form of Exhibit A or any other form approvedby the Administrative Agent.

“Augmenting Term Lender” has the meaningassigned to such term in Section 2.21.

“BC Borrower” means the Borrower.

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“BC Holdings” means Holdings.

“Board” means the Board of Governors of theFederal Reserve System of the United States of America.

“Borrower” means Boise Cascade, L.L.C., aDelaware limited liability company that is a wholly-owned subsidiary ofHoldings, or, upon and after the Borrower Corporate Conversion, the corporationsurviving the Borrower Corporate Conversion.

“Borrower Corporate Conversion” means theconversion of the Borrower from a Delaware limited liability company to aDelaware corporation pursuant to a transaction (whether effected by merger orotherwise) that (a) results in the surviving corporation having the sameassets and liabilities as those of the Borrower immediately prior to suchtransaction, (b) results in shareholders of the surviving corporation thatare the same as, and that hold Equity Interests in such surviving corporationin the same percentage interests as those held by, the members of the Borrowerimmediately prior to such transaction, and (c) does not involve any otherconsideration; provided that the Borrower Corporate Conversion shalloccur if and only if the Holdings Corporate Conversion has occurred.  Such transactions may be effected by a directconversion or by a merger with a newly formed corporate subsidiary in which thesubsidiary is the surviving entity.

“Borrowing” means (a) all Loans of thesame Class and Type, made, converted or continued on the same date and, in thecase of Eurodollar Loans, as to which a single Interest Period is in effect, or(b) a Swingline Loan.

“Borrowing Request” means a request by theBorrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not aSaturday, Sunday or other day on which commercial banks in New York City areauthorized or required by law to remain closed; provided that, when usedin connection with a Eurodollar Loan, the term “Business Day” shall alsoexclude any day on which banks are not open for dealings in dollar deposits inthe London interbank market.

“Capital Expenditures” means, for any period,(a) the additions to property, plant and equipment and other capitalexpenditures of Holdings, the Borrower and its consolidated Subsidiaries thatare (or would be) set forth as capital expenditures in a consolidated statementof cash flows of Holdings for such period prepared in accordance with GAAP and(b) the principal portion of Capital Lease Obligations incurred byHoldings, the Borrower and its consolidated Subsidiaries during such period; providedthat Capital Expenditures shall not include (i) the purchase price paid inconnection with a Permitted Acquisition, (ii) expenditures made pursuantto any election to apply Net Proceeds of a Prepayment Event described inclause (a) or (b) of the definition of the term “Prepayment Event” toacquire assets as contemplated by the proviso to Section 2.11(c),(iii) the non-cash consideration transferred or disposed of in connectionwith a Permitted Operating Asset Swap, (iv) any Specified Investment and

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(v) paymentsrequired to be made by any Loan Party under the Additional ConsiderationAgreement.

“Capital Lease Obligations” of any Person meansthe obligations of such Person to pay rent or other amounts under any lease of(or other arrangement conveying the right to use) real or personal property, ora combination thereof, which obligations are required to be classified andaccounted for as capital leases on a balance sheet of such Person under GAAP,and the amount of such obligations shall be the capitalized amount thereofdetermined in accordance with GAAP.

“Change in Control” means (a) theacquisition of ownership, directly or indirectly, beneficially or of record, byany Person of any Equity Interest in the Borrower (other than the ownership byHoldings of Equity Interests in the Borrower); (b) at any time prior to an IPOwith respect to Holdings, the failure by Madison Dearborn to own, directly orindirectly, beneficially and of record, Equity Interests of Holdingsrepresenting at least a majority of each of the aggregate ordinary voting powerand aggregate equity value represented by the issued and outstanding EquityInterests of Holdings; (c) at any time after an IPO with respect to Holdings,the acquisition of ownership, directly or indirectly, beneficially or ofrecord, by any Person or group (within the meaning of the Securities ExchangeAct of 1934 and the rules of the Securities and Exchange Commission thereunderas in effect on the Original Effective Date), other than Madison Dearborn, ofEquity Interests representing 35% or more of either the aggregate ordinaryvoting power or the aggregate equity value represented by the issued andoutstanding Equity Interests of Holdings; (d) after an IPO with respect toHoldings, occupation of a majority of the seats (other than vacant seats) onthe board of directors of Holdings by Persons who were neither nominated by theboard of directors of Holdings nor appointed by directors so nominated;(e) the acquisition, by reason of a written agreement, of direct or indirectControl of Holdings or the Borrower by any Person or group other than MadisonDearborn; or (f) the occurrence of a “Change of Control”, as defined inthe Subordinated Debt Documents or the Senior Unsecured Debt Documents.

“Change in Law” means (a) the adoption ofany law, rule or regulation after the Original Effective Date, (b) anychange in any law, rule or regulation or in the interpretation or applicationthereof by any Governmental Authority after the Original Effective Date or(c) compliance by any Lender or any Issuing Bank (or, for purposes ofSection 2.15(b), by any lending office of such Lender or by such Lender’sor such Issuing Bank’s holding company, if any) with any request, guideline ordirective (whether or not having the force of law) of any GovernmentalAuthority made or issued after the Original Effective Date.

“Class”, when used in reference to any Loan orBorrowing, refers to whether such Loan, or the Loans comprising such Borrowing,are Revolving Loans, Tranche E Term Loans, Delayed Draw Term Loans, orSwingline Loans and, when used in reference to any Commitment, refers towhether such Commitment is a Revolving Commitment, Tranche E Commitment orDelayed Draw Commitment, and, when used in

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reference to any Lender,refers to whether such Lender has a Loan or Commitment with respect to aparticular Class.

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

“Collateral” means any and all “Collateral”, asdefined in any applicable Security Document.

“Collateral Agent” means JPMorgan Chase Bank,N.A., as collateral agent under the Security Documents.  The terms “Administrative Agent” and “CollateralAgent” are used interchangeably and shall not be construed to distinguishseparate roles, functions or duties.

“Collateral Agreement” means the Guarantee andCollateral Agreement among each of Holdings, the Borrower, the Subsidiary LoanParties and the Administrative Agent, substantially in the form ofExhibit C.

“Collateral and Guarantee Requirement” meansthe requirement that:

(a) the Administrative Agent shall have receivedfrom each Loan Party either (i) a counterpart of the Collateral Agreementduly executed and delivered on behalf of such Loan Party or (ii) in thecase of any Person that becomes a Loan Party after the Original Effective Date,a supplement to the Collateral Agreement, in the form specified therein, dulyexecuted and delivered on behalf of such Loan Party;

(b) all outstanding Equity Interests of the Borrowerand each Subsidiary owned by or on behalf of any Loan Party shall have beenpledged pursuant to the Collateral Agreement (except that the Loan Partiesshall not be required to pledge more than 65% of the outstanding voting EquityInterests of any Foreign Subsidiary that is not a Loan Party) and the AdministrativeAgent shall have received certificates or other instruments representing allsuch Equity Interests, together with stock powers or other instruments oftransfer with respect thereto endorsed in blank;

(c) all Indebtedness of each of Holdings, the Borrowerand the Subsidiaries that is owing to any Loan Party shall be evidenced by apromissory note and shall have been pledged pursuant to the CollateralAgreement and the Administrative Agent shall have received all such promissorynotes, together with instruments of transfer with respect thereto endorsed inblank; provided that Indebtedness of any such Person owing to a LoanParty shall not be required to be evidenced by a promissory note (but shallnevertheless constitute Collateral) if the aggregate principal amount ofoutstanding Indebtedness of such Person owing to Loan Parties and not soevidenced by promissory notes does not exceed $5,000,000;

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(d) all documents and instruments, including UniformCommercial Code financing statements, required by law or reasonably requestedby the Administrative Agent to be filed, registered or recorded to create theLiens intended to be created by the Collateral Agreement and perfect such Liensto the extent required by, and with the priority required by, the CollateralAgreement, shall have been filed, registered or recorded or delivered to theAdministrative Agent for filing, registration or recording;

(e) the Administrative Agent shall have received(i) counterparts of a Mortgage with respect to each Mortgaged Propertyduly executed and delivered by the record owner of such Mortgaged Property,(ii) a policy or policies of title insurance issued by a nationallyrecognized title insurance company insuring the Lien of each such Mortgage as avalid first Lien on the Mortgaged Property described therein, free of any otherLiens except as expressly permitted by Section 6.02, together with suchendorsements, coinsurance and reinsurance as the Administrative Agent or theRequired Lenders may reasonably request, and (iii) such surveys,abstracts, appraisals, legal opinions and other documents as the AdministrativeAgent or the Required Lenders may reasonably request with respect to any suchMortgage or Mortgaged Property;

(f) each Loan Party shall have obtained all materialconsents and approvals required to be obtained by it in connection with theexecution and delivery of all Security Documents to which it is a party, theperformance of its obligations thereunder and the granting by it of the Liensthereunder; and

(g) the Administrative Agent shall be reasonablysatisfied that all warehousemen, bailees, agents or processors which have intheir possession or control any Inventory with a fair market value in excess of$5,000,000 at any one time have been notified of the Liens created by theSecurity Documents in such Inventory and that the Borrower shall have usedreasonable efforts to cause each such warehouseman, bailee, agent or processorto (i) acknowledge in writing, in form and substance satisfactory to theAdministrative Agent, that such warehouseman, agent, bailee or processor holdsthe Inventory for the benefit of the Administrative Agent subject to the Lienscreated by the Security Documents and shall act upon the instructions of theAdministrative Agent without further consent from any Loan Party, and(ii) agree to waive and release any Lien held by it with respect to suchInventory, whether arising by operation of law or otherwise.

“Commitment” means a Revolving Commitment,Tranche E Commitment, Delayed Draw Term Commitment, or any combinationthereof (as the context requires).

“Committed Swingline Lender” means JPMorganChase Bank, N.A., in its capacity as lender of Committed Swingline Loanshereunder.

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“Committed Swingline Loan” means a Loan made bythe Committed Swingline Lender pursuant to Section 2.04(a).

“Consolidated Cash Interest Expense” means, forany period, the excess of (a) the sum (without duplication) of(i) the interest expense (including imputed interest expense in respect ofCapital Lease Obligations) of Holdings, the Borrower and the Subsidiaries forsuch period, determined on a consolidated basis in accordance with GAAP,(ii) any cash payments made during such period in respect of obligationsreferred to in clause (b)(iii) below that were amortized or accrued in aprevious period and (iii) interest-equivalent costs associated with anyPermitted Receivables Financing, whether accounted for as interest expense orloss on the sale of Receivables, minus (b) the sum of (i) interestincome of Holdings, the Borrower and the Subsidiaries for such period,determined on a consolidated basis in accordance with GAAP, (ii) to theextent included in such consolidated interest expense for such period, non-cashamounts attributable to amortization of financing costs paid in a previousperiod, plus (iii) to the extent included in such consolidated interestexpense for such period, non-cash amounts attributable to amortization ofdebt discounts or accrued interest payable in kind for such period; providedthat from and after the Second Restatement Effective Date, interest expense andinterest income on Indebtedness between Holdings, the Borrower and theirrespective subsidiaries, on the one hand, and Boise Land & Timber HoldingsCorp., Boise Land & Timber Corp. and their subsidiaries on the other hand,shall be excluded from the determination of Consolidated Cash Interest Expense.

“Consolidated Coverage Ratio” as of any date ofdetermination means the ratio of (a) the aggregate amount of ConsolidatedEBITDA for the Measurement Period to (b) Consolidated Interest Expense for suchMeasurement Period; provided, however, that:

(1)  ifHoldings, the Borrower or any Subsidiary has incurred any Indebtedness sincethe beginning of such period that remains outstanding or if the transactiongiving rise to the need to calculate the Consolidated Coverage Ratio is anincurrence of Indebtedness, or both, Consolidated EBITDA and ConsolidatedInterest Expense for such period shall be calculated after giving effect on apro forma basis to such Indebtedness as if such Indebtedness had been incurredon the first day of such period;

(2)  ifHoldings, the Borrower or any Subsidiary has repaid, repurchased, defeased orotherwise discharged any Indebtedness since the beginning of such period or ifany Indebtedness is to be repaid, repurchased, defeased or otherwise discharged(in each case other than Indebtedness incurred under any revolving creditfacility unless such Indebtedness has been permanently repaid and has not beenreplaced) on the date of the transaction giving rise to the need to calculatethe Consolidated Coverage Ratio, Consolidated EBITDA and Consolidated InterestExpense for such period shall be calculated on a pro forma basis as if suchdischarge had occurred on the first day of such period and as if Holdings, theBorrower or such  Subsidiary had notearned the interest income actually earned

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during such period in respect of cash or Permitted Investments used torepay, repurchase, defease or otherwise discharge such Indebtedness;

(3)  if sincethe beginning of such period Holdings, the Borrower or any  Subsidiary shall have made any MaterialDisposition, Consolidated EBITDA for such period shall be reduced by an amountequal to Consolidated EBITDA (if positive) directly attributable to the assetswhich are the subject of such Material Disposition for such period, orincreased by an amount equal to Consolidated EBITDA (if negative), directlyattributable thereto for such period and Consolidated Interest Expense for suchperiod shall be reduced by an amount equal to the Consolidated Interest Expensedirectly attributable to any Indebtedness of Holdings, the Borrower or anySubsidiary repaid, repurchased, defeased or otherwise discharged with respectto Holdings, the Borrower and the continuing Subsidiaries in connection withsuch Material Disposition for such period (or, if the Equity Interests of anySubsidiary are sold, the Consolidated Interest Expense for such period directlyattributable to the Indebtedness of such Subsidiary to the extent Holdings, the Borrower and the continuingSubsidiaries are no longer liable for such Indebtedness after such sale);

(4)  if sincethe beginning of such period Holdings, the Borrower or any  Subsidiary (by merger or otherwise) shallhave made an investment in any Subsidiary (or any Person which becomes a Subsidiary) or an acquisitionof assets, including any acquisition of assets occurring in connection with atransaction requiring a calculation to be made hereunder, which constitutes allor substantially all of an operating unit of a business, Consolidated EBITDAand Consolidated Interest Expense for such period shall be calculated aftergiving proforma effect thereto (including the incurrence of anyIndebtedness) as if such Investment or acquisition had occurred on the firstday of such period;

(5)  if sincethe beginning of such period any Person (that subsequently became a Subsidiaryor was merged with or into Holdings, the Borrower or any  Subsidiary since the beginning of suchperiod) shall have made any Material Disposition, any investment or acquisitionof assets that would have required an adjustment pursuant to clause (3) or (4)above if made by Holdings, the Borrower or a Subsidiary during such period,Consolidated EBITDA and Consolidated Interest Expense for such period shall becalculated after giving pro forma effect thereto as if such MaterialDisposition, investment or acquisition had occurred on the first day of suchperiod; and

(6) Consolidated EBITDA and Consolidated Interest Expense of discontinuedoperations recorded on or after the date such operations are classified asdiscontinued in accordance with GAAP shall be excluded.

For purposes of this definition, whenever proformaeffect is to be given to an acquisition of assets, the amount of income orearnings relating thereto and the amount of Consolidated Interest Expenseassociated with any Indebtedness incurred in connection therewith, the proforma calculations shall be determined in good faith by a responsible

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financial or accounting officer of the Borrower andmay include Pro Forma Cost Savings. If any Indebtedness bears a floating rateof interest and is being given proforma effect, the interest onsuch Indebtedness shall be calculated as if the rate in effect on the date ofdetermination had been the applicable rate for the entire period (taking intoaccount any interest rate Swap Agreement applicable to such Indebtedness ifsuch interest rate Swap Agreement has a remaining term in excess of 12 months).

If any Indebtedness is incurred under a revolvingcredit facility and is being given pro forma effect, the interest on suchIndebtedness shall be calculated based on the average daily balance of suchIndebtedness for the four fiscal quarters subject to the pro forma calculation.

“Consolidated EBITDA” means, for any period,the sum of Consolidated Net Income for such period, plus the following, withoutduplication, to the extent deducted in calculating such Consolidated NetIncome:

(a) all income tax expense of Holdings, the Borrowerand the Subsidiaries, on a consolidated basis;

(b) all interest expense of Holdings, the Borrower andthe Subsidiaries, on a consolidated basis;

(c) depreciation, depletion and amortization expenseof Holdings, the Borrower and the Subsidiaries, on a consolidated basis (ineach case excluding amortization expense attributable to a prepaid item thatwas paid in cash in a prior period);

(d) any management fees paid to Madison Dearborn insuch period, not to exceed $2,000,000 for any consecutive four-quarter period;

(e) any non-recurring costs and expenses incurred inconnection with the Acquisition, including non-recurring costs and expensesincurred in connection with the Financing Transactions and severance costs,facility closure and related restructuring costs incurred within 18 months ofthe Original Effective Date, in an aggregate amount for all periods not toexceed $25,000,000;

(f) any non-recurring costs and expenses related to(i) any public or private offering of Equity Interests of Holdings or theBorrower, (ii) any investment or acquisition permitted by Section 6.04 or(iii) recapitalizations or Indebtedness permitted by Section 6.01; and

(g)(i) all other non-cash charges of Holdings,the Borrower and the  Subsidiaries, on aconsolidated basis (in each case excluding any such non-cash charge to theextent that it represents an accrual of or reserve for cash expenditures in anyfuture period) less (ii) all non-cash items of income of Holdings, the Borrowerand the Subsidiaries, on a consolidated basis (in each case other than accrualsof revenue in the ordinary course of business and other than

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reversals (to the extent made without any payment incash) of reserves previously excluded from clause (g)(i)),

in each case for such period.  Notwithstanding the foregoing, the provisionfor taxes based on the income or profits of, and the depreciation, amortizationand depletion and non-cash charges of, a Subsidiary shall be added toConsolidated Net Income to compute Consolidated EBITDA only to the extent (andin the same proportion, including by reason of minority interests) that the netincome or loss of such Subsidiary was included in calculating Consolidated NetIncome for any purpose and, with respect to a Subsidiary that is not aSubsidiary Loan Party, only if a corresponding amount would be permitted at thedate of determination to be dividended to a Loan Party by such Subsidiarywithout prior approval (that has not been obtained), pursuant to the terms ofits charter and all agreements, instruments, judgments, decrees, orders,statutes, rules and governmental regulations applicable to such Subsidiary orits stockholders.  Solely for purposes ofcalculating the Leverage Ratio or Senior Leverage Ratio, if during any period(each, a “Reference Period”) (or, in the case of pro forma calculations,during the period from the last day of such Reference Period to and includingthe date as of which such calculation is made) the Borrower or any Subsidiaryshall have made a Material Disposition or Material Acquisition (other than theAcquisition), their Consolidated EBITDA for such Reference Period shall becalculated after giving proforma effect thereto as if suchMaterial Disposition or Material Acquisition occurred on the first day of suchReference Period; provided that such proformacalculations shall give effect to operating expense reductions and other costsavings only to the extent that such reductions and savings would be permittedto be reflected in a pro forma financial statement prepared in compliance withRegulation S-X.  As used in thisdefinition, “Material Acquisition” means any Permitted Acquisition orseries of related Permitted Acquisitions that involves consideration (includingany non-cash consideration) with a fair market value in excess of $20,000,000;and “Material Disposition” means any disposition of property or seriesof related dispositions of property or assets (including the Equity Interestsof a Subsidiary) that involves consideration (including any non-cashconsideration) with a fair market value in excess of $20,000,000.

For purposes of this Agreement, Consolidated EBITDAfor any Reference Period that includes any period of time prior to theAcquisition shall be calculated after giving proforma effect forsuch period to the Acquisition and the other categories of adjustments to “EBITDA”used to calculate pro forma “Adjusted EBITDA” as set forth in footnote 7 underthe section of the Offering Memorandum entitled “Offering memorandumsummary—Summary historical and pro forma condensed combined financial data”(without duplication of amounts otherwise included in the calculation of “EBITDA”as presented in the Offering Memorandum), it being understood that, withrespect to the adjustment related to the Additional Consideration Agreement,the adjustment shall be for a deemed one-time receipt by the Borrower of$40,233,000 pursuant to such agreement during the relevant Reference Perioduntil such time as such Reference Period includes an actual payment or receiptpursuant to such agreement, at which point such actual payment or receipt shallbe used in place of such deemed receipt.

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“Consolidated Interest Expense” means, for anyperiod, the total interest expense of Holdings, the Borrower and theconsolidated Subsidiaries, plus, to the extent not included in such totalinterest expense, and to the extent incurred by Holdings, the Borrower or theSubsidiaries, without duplication:

#### (a)  interest expense attributable to CapitalLease Obligations;

#### (b)  amortization of debt discount and debtissuance cost (other than amortization of debt issuance costs in respect ofIndebtedness incurred in connection with the Acquisition);

#### (c)  capitalized interest;

#### (d)  non-cash interest expense;

#### (e)  commissions, discounts and other fees andcharges owed with respect to letters of credit and bankers’ acceptancefinancing;

#### (f)  net payments or receipts (if any) pursuant tointerest rate Swap Agreements;

#### (g)  dividends accrued in respect of allDisqualified Stock of any Loan Party and all preferred stock of any Subsidiarythat is not a Loan Party, in each case held by Persons other than Holdings, theBorrower or a Subsidiary (other than dividends payable solely in EquityInterests (other than Disqualified Stock) of Holdings);

#### (h)  interest incurred in connection withinvestments in discontinued operations;

#### (i)  interest accruing on any Indebtedness of anyPerson (other than  Holdings, theBorrower and the Subsidiaries) to the extent such Indebtedness is Guaranteed by(or secured by the assets of) such Person or any subsidiary of such Person; and

#### (j)  the cash contributions to any employee stockownership plan or similar trust to the extent such contributions are used bysuch plan or trust to pay interest or fees to any Person (other than Holdings,the Borrower or a Subsidiary) in connection with Indebtedness incurred by suchplan or trust.

“Consolidated Net Income” means, for anyperiod, the net income or loss of Holdings, the Borrower and the Subsidiariesfor such period determined on a consolidated basis in accordance with GAAP; providedthat there shall not be included in such Consolidated Net Income:

(a) any net income of any Person (other than Holdingsand the Borrower) if such Person is not a Subsidiary, except that, subject tothe exclusion contained in clause (c) below, the Borrower’s equity in the netincome of any such Person

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for such period shall be included in such ConsolidatedNet Income up to the aggregate amount of cash actually distributed by suchPerson during such period to the Borrower or a Subsidiary as a dividend orother distribution (subject, in the case of a dividend or other distributionpaid to a Subsidiary, to the limitations contained in clause (b) below);

(b) any net income of any Subsidiary that is not aSubsidiary Loan Party if such Subsidiary is subject to restrictions, directlyor indirectly, on the payment of dividends or the making of distributions bysuch Subsidiary, directly or indirectly, to the Borrower, except that:

(i) subject to the exclusion contained in clause (c)below, the Borrower’s equity in the net income of any such Subsidiary for suchperiod shall be included in such Consolidated Net Income to the extent that thenet income of such Subsidiary would be permitted at the date of determinationto be dividended to the Borrower without any prior approval or waiver (that hasnot been obtained) pursuant to the terms of its charter and all agreements,instruments, judgments, decrees, orders, statutes, rules or governmentalregulations applicable to that Subsidiary or its stockholders (subject, in thecase of a dividend or other distribution paid to another Subsidiary, to thelimitation contained in this clause (i)) and

(ii) the Borrower’s equity in a net loss of any suchSubsidiary for such period shall be included in determining such ConsolidatedNet Income;

(c) any gain or loss realized upon the sale or otherdisposition of any assets of Holdings, the Borrower or any Subsidiary or anyother Person (including pursuant to any sale-and-leaseback arrangement) whichare not sold or otherwise disposed of in the ordinary course of business andany gain (or loss) realized upon the sale or other disposition of any EquityInterests of any Person;

(d) extraordinary gains or losses;

(e) any unrealized Statement of Financial AccountingStandards No. 133 gain or loss in respect of any Swap Agreement;

(f) any non-cash gains or losses attributable to theearly extinguishment of Indebtedness;

(g) unusual or non-recurring non-cash gains or losses;

(h) any non-cash goodwill impairment charges resultingfrom the application of Statement of Financial Accounting Standards No. 142;

(i) any non-cash compensation charge or expense,including any such charge or expense arising from grants of stock options orrestricted stock or other

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equity-incentive programs for the benefit of officers,directors and employees of Holdings, the Borrower or any Subsidiary; and

(j) from and after the Second Restatement EffectiveDate, any interest expense and interest income on indebtedness betweenHoldings, the Borrower and their respective subsidiaries, on the one hand, andBoise Land & Timber Holdings Corp., Boise Land & Timber Corp. and theirrespective subsidiaries, on the other hand;

in each case for such period. Notwithstanding theforegoing, any amounts received and any amounts paid by Holdings, the Borroweror any Subsidiary under the Additional Consideration Agreement during suchperiod shall be added and subtracted, respectively, in calculating ConsolidatedNet Income, without duplication.

“Control” means the possession, directly orindirectly, of the power to direct or cause the direction of the management orpolicies of a Person through the right to exercise voting power or bycontract.  “Controlling” and “Controlled”have meanings correlative thereto.

“Default” means any event or condition whichconstitutes an Event of Default or which upon notice, lapse of time or bothwould, unless cured or waived, become an Event of Default.

“Delayed Draw Commitment” means, with respectto each Lender, the commitment, if any, of such Lender to make a Delayed DrawTerm Loan hereunder on a single date on or before November 1, 2007, expressedas an amount representing the maximum principal amount of Delayed Draw Terms tobe made by such Lender hereunder, as such commitment may be (a) reduced fromtime to time pursuant to Section 2.08 and (b) reduced or increased from time totime pursuant to assignments by or to such Lender pursuant to Section9.04.  The initial amount of each Lender’sDelayed Draw Commitment is set forth on Schedule 2 to the ThirdAmendment and Restatement Agreement or in the Assignment and Assumptionpursuant to which such Lender shall have assumed its Delayed Draw Commitment,as the case may be.  The initialaggregate amount of the Lenders’ Delayed Draw Commitments is $200,000,000.

“Delayed Draw Lender” means a Lender with aDelayed Draw Commitment or an outstanding Delayed Draw Term Loan, in itscapacity as such.

“Delayed Draw Maturity Date” meansApril 30, 2014.

“Delayed Draw Term Loan” means a Loan madepursuant to Section 2.01(c).

“Disclosed Matters” means the actions, suitsand proceedings and the environmental matters disclosed in Schedule 3.06.

“Disqualified Stock” means, with respect to anyPerson, any Equity Interest which by its terms (or by the terms of any securityinto which it is convertible or

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for which it isexchangeable at the option of the holder) or upon the happening of any event:

#### (a)  matures or is mandatorily redeemable (otherthan redeemable only for any Equity Interest of such Person which is not itselfDisqualified Stock) pursuant to a sinking fund obligation or otherwise;

#### (b)  is convertible or exchangeable at the optionof the holder for Indebtedness or Disqualified Stock; or

#### (c)  is mandatorily redeemable or must bepurchased upon the occurrence of certain events or otherwise, in whole or inpart;

in each case on or prior to 180 days after the TrancheE Maturity Date; provided, however, that any Equity Interest thatwould not constitute Disqualified Stock but for provisions thereof givingholders thereof the right to require such Person to purchase or redeem suchEquity Interest upon the occurrence of an “asset sale” or “change of control”occurring prior to the first anniversary of the Equity Interest shall notconstitute Disqualified Stock if:

##### (i) the “assetsale” or “change of control” provisions applicable to such Equity Interest arenot more favorable to the holders of such Equity Interest than the termsapplicable to the Subordinated Debt as in effect on the Third RestatementEffective Date; and

##### (ii) any suchrequirement only becomes operative after any Event of Default has been curvedor waived.

The amount of any Disqualified Stock that does nothave a fixed redemption, repayment or repurchase price shall be calculated inaccordance with the terms of such Disqualified Stock as if such DisqualifiedStock were redeemed, repaid or repurchased on any date on which the amount ofsuch Disqualified Stock is to be determined pursuant to this Indenture;provided, however, that if such Disqualified Stock could not be required to beredeemed, repaid or repurchased at the time of such determination, theredemption, repayment or repurchase price shall be the book value of suchDisqualified Stock as reflected in the most recent financial statements of suchPerson. The Borrower may designate in an officer’s certificate delivered to theAdministrative Agent at the time of issuance any Equity Interest of Holdings,the Borrower or any Subsidiary that would not otherwise be “Disqualified Stock”to be Disqualified Stock for all purposes of this Indenture.

“dollars” or “$” refers to lawful moneyof the United States of America.

“Eligible Swap Assets” means, in the case of aPermitted Operating Asset Swap, assets constituting warehousing or distributionfacilities (including any related equipment and interests in real propertyassociated therewith).

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“Environmental Laws” means all laws, rules,regulations, codes, ordinances, orders, decrees, judgments, injunctions orlegally binding agreements issued, promulgated or entered into by anyGovernmental Authority, relating in any way to the protection of theenvironment, preservation or reclamation of natural resources, the management,release or threatened release of any Hazardous Material or to occupationalhealth and safety matters.

“Environmental Liability” means any liability,contingent or otherwise (including any liability for damages, costs ofenvironmental remediation, fines, penalties or indemnities), of any ofHoldings, the Borrower or the Subsidiaries directly or indirectly resultingfrom or based upon (a) violation of any Environmental Law, (b) thegeneration, use, handling, transportation, storage, treatment or disposal ofany Hazardous Materials, (c) exposure to any Hazardous Materials,(d) the release or threatened release of any Hazardous Materials into theenvironment or (e) any contract, agreement or other consensual arrangementpursuant to which liability is assumed or imposed with respect to any of theforegoing.

“Equity Interests” means shares of capitalstock, partnership interests, membership interests in a limited liabilitycompany, beneficial interests in a trust or other equity ownership interests ina Person.

“ERISA” means the Employee Retirement IncomeSecurity Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business(whether or not incorporated) that, together with the Borrower, is treated as asingle employer under Section 414(b) or (c) of the Code or, solely forpurposes of Section 302 of ERISA and Section 412 of the Code, istreated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportableevent”, as defined in Section 4043 of ERISA or the regulations issuedthereunder, with respect to a Plan (other than an event for which the 30-daynotice period is waived); (b) the existence with respect to any Plan of an“accumulated funding deficiency” (as defined in Section 412 of the Code orSection 302 of ERISA), whether or not waived; (c) the filing pursuantto Section 412(d) of the Code or Section 303(d) of ERISA of anapplication for a waiver of the minimum funding standard with respect to anyPlan; (d) the incurrence by the Borrower or any of its ERISA Affiliates ofany liability under Title IV of ERISA with respect to the termination ofany Plan; (e) the receipt by the Borrower or any ERISA Affiliate from thePBGC or a plan administrator of any notice relating to an intention toterminate any Plan or Plans or to appoint a trustee to administer any Plan;(f) the incurrence by the Borrower or any of its ERISA Affiliates of anyliability with respect to the withdrawal or partial withdrawal from any Plan orMultiemployer Plan; or (g) the receipt by the Borrower or any ERISAAffiliate of any notice, or the receipt by any Multiemployer Plan from theBorrower or any ERISA Affiliate of any notice, concerning the imposition ofWithdrawal Liability or a determination that a Multiemployer Plan is, or isexpected to be, insolvent or in reorganization, within the meaning ofTitle IV of ERISA.

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“Eurodollar”, when used in reference to anyLoan or Borrowing, refers to whether such Loan, or the Loans comprising suchBorrowing, are bearing interest at a rate determined by reference to theAdjusted LIBO Rate.

“Event of Default” has the meaning assigned tosuch term in Article VII.

“Excess Cash Flow” means, for any fiscal year,the sum (without duplication) of:

(a) the consolidated net income (or loss) of Holdings,the Borrower and its consolidated Subsidiaries for such fiscal year, adjustedto exclude any gains or losses attributable to Prepayment Events or PermittedOperating Asset Swaps; plus

(b) depreciation, amortization and other non-cashcharges or losses deducted in determining such consolidated net income (orloss) for such fiscal year; plus

(c) the aggregate amount of payments received by any LoanParty pursuant to the Additional Consideration Agreement during such fiscalyear; plus

(d) the sum of (i) the amount, if any, by whichNet Working Capital decreased during such fiscal year plus (ii) the netamount, if any, by which the consolidated deferred revenues of Holdings, theBorrower and its consolidated Subsidiaries increased during such fiscal year; minus

(e) the sum of (i) any non-cash gains included indetermining such consolidated net income (or loss) for such fiscal year plus(ii) the amount, if any, by which Net Working Capital increased duringsuch fiscal year plus (iii) the net amount, if any, by which theconsolidated deferred revenues of Holdings, the Borrower and its consolidatedSubsidiaries decreased during such fiscal year; minus

(f) Capital Expenditures for such fiscal year, exceptto the extent attributable to (i) the incurrence of Capital LeaseObligations or otherwise financed by incurring Long-Term Indebtedness or(ii) the reinvestment of Net Proceeds received in respect of anyPrepayment Events; minus

(g) the aggregate amount of payments made by any LoanParty pursuant to the Additional Consideration Agreement during such fiscalyear; minus

(h) the amount of Tax Distributions paid in cashduring such fiscal year in compliance with Section 6.08; minus

(i) the amount of any expenses related to severancecosts, facility closure and related restructuring costs incurred in connectionwith the Acquisition and paid within 18 months of the Original EffectiveDate by any of Holdings, the Borrower or the Subsidiaries which expenses arenot otherwise deducted in

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calculating the consolidated net income (or loss) ofHoldings, the Borrower and its consolidated Subsidiaries as a result of theapplication of purchase accounting principles; minus

(j) the aggregate principal amount of Long-TermIndebtedness repaid, prepaid or redeemed (including any amounts paid duringsuch fiscal year to repurchase Long-Term Indebtedness, to the extent permittedby this Agreement) by the Borrower and its consolidated Subsidiaries duringsuch fiscal year, excluding (i) Indebtedness in respect of RevolvingLoans, Swingline Loans and LC Exposure unless (and then only to the extentthat) the Revolving Commitments are also reduced, (ii) Term Loans prepaidpursuant to Section 2.11, (iii) repayments, prepayments orredemptions of Long-Term Indebtedness financed by incurring other Long-TermIndebtedness, (iv) repayments, prepayments or redemptions of Long-Term Indebtedness (other than Loans)deducted in calculating the amount of Net Proceeds in connection with anyPrepayment Event and (v) repayments, prepayments or redemptions of SeniorUnsecured Debt or Subordinated Debt pursuant to clause (vii) ofSection 6.08(b); minus

(k) the aggregate amount of consideration paid in cashduring such fiscal year for Permitted Acquisitions, to the extent not financed(i) by incurring Long-Term Indebtedness or (ii) with the NetProceeds of Prepayment Events or (iii) with the Net Proceeds from theissuance of Equity Interests.

“Excluded Taxes” means, with respect to theAdministrative Agent, any Lender, any Issuing Bank or any other recipient ofany payment to be made by or on account of any obligation of the Borrowerhereunder, (a) income or franchise taxes imposed on (or measured by) its netincome  by the United States of America,or by the jurisdiction under the laws of which such recipient is organized orin which its principal office is located or, in the case of any Lender, inwhich its applicable lending office is located, (b) any branch profitstaxes imposed by the United States of America or any similar tax imposed by anyother jurisdiction described in clause (a) above and (c) in the caseof a Foreign Lender (other than an assignee pursuant to a request by theBorrower under Section 2.19(b)), any withholding tax that (i) isimposed on amounts payable to such Foreign Lender at the time such ForeignLender becomes a party to this Agreement (or designates a new lending office)or is attributable to such Foreign Lender’s failure to comply withSection 2.17(e), except to the extent that such Foreign Lender (or itsassignor, if any) was entitled, at the time of designation of a new lendingoffice (or assignment), to receive additional amounts from the Borrower withrespect to any withholding tax pursuant to Section 2.17(a).

“Existing Letters of Credit” means the lettersof credit listed on Schedule 1.01 to the Original Credit Agreement.

“Federal Funds Effective Rate” means, for anyday, the weighted average (rounded upwards, if necessary, to the next 1/100 of1%) of the rates on overnight Federal funds transactions with members of theFederal Reserve System arranged by

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Federal funds brokers, aspublished on the next succeeding Business Day by the Federal Reserve Bank ofNew York, or, if such rate is not so published for any day that is aBusiness Day, the average (rounded upwards, if necessary, to the next 1/100 of1%) of the quotations for such day for such transactions received by theAdministrative Agent from three Federal funds brokers of recognized standingselected by it.

“Financial Officer” means, in respect of anyPerson, the chief financial officer, principal accounting officer, treasurer orcontroller of such Person.

“Financing Transactions” has the meaningassigned to such term in the Original Credit Agreement.

“First Amendment and Restatement Agreement” hasthe meaning assigned to such term in the recitals hereto.

“First Restated Credit Agreement” has themeaning assigned to such term in the recitals hereto.

“First Restatement Effective Date” means the “RestatementEffective Date”, as defined in the First Amendment and Restatement Agreement.

“First Restatement Transactions” means(a) the execution, delivery and performance by each Loan Party of the LoanDocuments to which it is, or is to be, a party, the borrowing of Loans, the useof the proceeds thereof and the issuance of Letters of Credit hereunder and(b) the prepayment of the Tranche B Term Loans.

“Foreign Lender” means any Lender that isorganized under the laws of a jurisdiction other than that in which theBorrower is located.  For purposes ofthis definition, the United States of America, each State thereof and theDistrict of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary thatis organized under the laws of a jurisdiction other than the United States ofAmerica or any State thereof or the District of Columbia.

“FPH” means Forest Products Holdings, L.L.C., aDelaware limited liability company and a direct subsidiary of Madison DearbornCapital Partners, IV, L.P.

“GAAP” means generally accepted accountingprinciples in the United States of America.

“Governmental Authority” means the governmentof the United States of America, any other nation or any political subdivision thereof,whether state or local, and any agency, authority, instrumentality, regulatorybody, court, central bank or other entity exercising executive, legislative,judicial, taxing, regulatory or administrative powers or functions ofgovernment.

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“Guarantee” of or by any Person (the “guarantor”)means any obligation, contingent or otherwise, of the guarantor guaranteeing orhaving the economic effect of guaranteeing any Indebtedness or other obligationof any other Person (the “primary obligor”) in any manner, whetherdirectly or indirectly, and including any obligation of the guarantor, director indirect, (a) to purchase or pay (or advance or supply funds for thepurchase or payment of) such Indebtedness or other obligation or to purchase(or to advance or supply funds for the purchase of) any security for thepayment thereof, (b) to purchase or lease (including pursuant to any “syntheticlease”) property, securities or services for the purpose of assuring the ownerof such Indebtedness or other obligation of the payment thereof, (c) tomaintain working capital, equity capital or any other financial statementcondition or liquidity of the primary obligor so as to enable the primaryobligor to pay such Indebtedness or other obligation or (d) as an accountparty in respect of any letter of credit or letter of guaranty issued tosupport such Indebtedness or obligation; provided, that the termGuarantee shall not include endorsements for collection or deposit in theordinary course of business.

“Hazardous Materials” means all explosive orradioactive substances or wastes and all hazardous or toxic substances, wastesor other pollutants, including petroleum or petroleum distillates, asbestos orasbestos containing materials, polychlorinated biphenyls, radon gas, infectiousor medical wastes and all other substances or wastes of any nature regulatedpursuant to any Environmental Law.

“Holding Companies” has the meaning assigned tosuch term in the Original Credit Agreement.

“Holding Company” means Holdings.

“Holdings” means Boise Cascade Holdings,L.L.C., a Delaware limited liability company, or, upon and after the HoldingsCorporate Conversion, the corporation surviving the Holdings CorporateConversion.

“Holdings Corporate Conversion” means theconversion of Holdings from a Delaware limited liability company to a Delawarecorporation pursuant to a transaction (whether effected by merger or otherwise)that (a) results in the surviving corporation having the same assets andliabilities as those of Holdings immediately prior to such transaction,(b) results in shareholders of the surviving corporation that aresubstantially the same as, and that hold Equity Interests in such survivingcorporation in substantially the same percentage interests as those held by, theMembers of Holdings (or the direct or indirect holders of the Equity Interestsin such Members) immediately prior to such transaction, and (c) does notinvolve any other consideration.  Suchtransactions may be effected by a direct conversion or by a merger with a newlyformed corporate subsidiary in which the subsidiary is the surviving entity.

“Immaterial Subsidiaries” means, at any time,Subsidiaries, that, on a consolidated basis with their respective Subsidiariesand treated as if all such Subsidiaries and their respective Subsidiaries werecombined and consolidated as a single Subsidiary, (a) had consolidatedassets representing less than 2% of the consolidated assets of

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Holdings as of the lastday of the most recently ended fiscal quarter for which financial statementsare available, (b) accounted for less than 2% of the consolidated revenuesof Holdings for the period of four consecutive fiscal quarters most recentlyended for which financial statements are available and (c) accounted forless than 2% of Consolidated EBITDA of Holdings for the period of fourconsecutive fiscal quarters most recently ended for which financial statementsare available.

“Incremental Facility Amendment” has themeaning assigned to such term in Section 2.21.

“IncrementalLender”**means a Lender with an Incremental Term Loan Commitment oran outstanding Incremental Term Loan.

“IncrementalTerm Loan Commitment” means the commitment of any Lender,established pursuant to Section 2.21, to make Incremental Term Loans tothe Borrower.

“IncrementalTerm Loans” means Loans made by one or more Lenders to the Borrowerpursuant to Section 2.21.

“Indebtedness” of any Person means, withoutduplication, (a) all obligations of such Person for borrowed money or withrespect to deposits or advances of any kind, (b) all obligations of suchPerson evidenced by bonds, debentures, notes or similar instruments,(c) all obligations of such Person upon which interest charges arecustomarily paid, (d) all obligations of such Person under conditionalsale or other title retention agreements relating to property acquired by suchPerson, (e) all obligations of such Person in respect of the deferredpurchase price of property or services (excluding accounts payable due withinone year and accrued expenses, in each case incurred in the ordinary course ofbusiness), (f) all Indebtedness of others secured by (or for which theholder of such Indebtedness has an existing right, contingent or otherwise, tobe secured by) any Lien on property owned or acquired by such Person, whetheror not the Indebtedness secured thereby has been assumed; provided thatif recourse for such Indebtedness is limited to such property, the amount ofIndebtedness arising under this clause (f) shall be limited to the lesserof (i) the outstanding principal amount thereof and (ii) the fairmarket value of the property subject to such Lien, (g) all Guarantees bysuch Person of Indebtedness of others, (h) all Capital Lease Obligationsof such Person, (i) all obligations, contingent or otherwise, of suchPerson as an account party in respect of letters of credit and letters ofguaranty and (j) all obligations, contingent or otherwise, of such Personin respect of bankers’ acceptances.  TheIndebtedness of any Person shall include the Indebtedness of any other entity(including any partnership in which such Person is a general partner) to theextent such Person is liable therefor as a result of such Person’s ownershipinterest in or other relationship with such entity, except to the extent theterms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes other thanExcluded Taxes.

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“Initial Indenture” means the indenture datedas of October 29, 2004, in respect of the Subordinated Debt and SeniorUnsecured Debt.

“Initial RP Basket Amount” means $108,500,000.

“Initial Senior Unsecured Debt” has the meaningassigned to such term in the definition of “Senior Unsecured Debt”.

“Interest Election Request” means a request bythe Borrower to convert or continue a Borrowing in accordance withSection 2.07.

“Interest Payment Date” means (a) withrespect to any ABR Loan (other than a Swingline Loan), the last day of eachMarch, June, September and December, (b) with respect to any EurodollarLoan, the last day of the Interest Period applicable to the Borrowing of whichsuch Loan is a part and, in the case of a Eurodollar Borrowing with an InterestPeriod of more than three months’ duration, each day prior to the last day ofsuch Interest Period that occurs at intervals of three months’ duration afterthe first day of such Interest Period, and (c) with respect to anySwingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means, with respect toany Eurodollar Borrowing, the period commencing on the date of such Borrowingand ending on the numerically corresponding day in the calendar month that isone, two, three or six months (or, with respect to a Eurodollar RevolvingBorrowing, one week or, with the consent of each Lender participating insuch Borrowing, nine or twelve months) thereafter, as the applicable Borrowermay elect; provided, that (a) if any Interest Period would end on aday other than a Business Day, such Interest Period shall be extended to thenext succeeding Business Day unless such next succeeding Business Day wouldfall in the next calendar month, in which case such Interest Period shall endon the next preceding Business Day, (b) any Interest Period that commenceson the last Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the last calendar month of such InterestPeriod) shall end on the last Business Day of the last calendar month of suchInterest Period and (c) on one occasion, an Interest Period for aEurodollar Tranche E Term Borrowing may be selected by the Borrower for aperiod of less than two months ending on June 30, 2007 (subject toclause (a) above).  For purposeshereof, the date of a Borrowing initially shall be the date on which suchBorrowing is made and thereafter shall be the effective date of the most recentconversion or continuation of such Borrowing.

“Inventory” has the meaning assigned to suchterm in the Collateral Agreement.

“IPO” means the initial offering by Holdings ofits Equity Interests to the public by means of an offering registered with theSecurities and Exchange Commission.

“Issuing Bank” means, as the context mayrequire, (a) JPMorgan Chase Bank, N.A., in its capacity as an issuer ofLetters of Credit hereunder, and (b) any other Revolving Lender thatbecomes an Issuing Bank pursuant to Section 2.05(j), in its

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capacity as an issuer ofLetters of Credit hereunder, and, in each case, its successors in such capacityas provided in Section 2.05(i).  AnyIssuing Bank may, in its discretion, arrange for one or more Letters of Creditto be issued by Affiliates of such Issuing Bank, in which case the term “IssuingBank” shall include any such Affiliate with respect to Letters of Credit issuedby such Affiliate.

“LC Disbursement” means a payment made by anyIssuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of(a) the aggregate undrawn amount of all outstanding Letters of Credit atsuch time plus (b) the aggregate amount of all LC Disbursements that havenot yet been reimbursed by or on behalf of the Borrower at such time.  The LC Exposure of any Revolving Lender atany time shall be its Applicable Percentage of the total LC Exposure at suchtime.

“Lenders” means the Persons listed onSchedule 2.01 and any other Person that shall have become a party heretopursuant to an Assignment and Assumption, other than any such Person thatceases to be a party hereto pursuant to an Assignment and Assumption.  Unless the context otherwise requires, theterm “Lenders” includes the Swingline Lenders.

“Letter of Credit” means any letter of creditissued pursuant to this Agreement (whether issued before or after the SecondRestatement Effective Date).

“Leverage Ratio” means, on any date, the ratioof (a) Total Indebtedness as of such date to (b) Consolidated EBITDAfor the period of four consecutive fiscal quarters of Holdings ended on suchdate (or, if such date is not the last day of a fiscal quarter, ended on thelast day of the fiscal quarter of Holdings most recently ended prior to suchdate).

“LIBO Rate” means, with respect to anyEurodollar Borrowing for any Interest Period, the rate appearing onPage 3750 of the Dow Jones Market Service (or on any successor orsubstitute page of such Service, or any successor to or substitute for suchService, providing rate quotations comparable to those currently provided onsuch page of such Service, as determined by the Administrative Agent from timeto time for purposes of providing quotations of interest rates applicable todollar deposits in the London interbank market) at approximately11:00 a.m., London time, two Business Days prior to the commencement ofsuch Interest Period, as the rate for dollar deposits with a maturitycomparable to such Interest Period; provided that, in the case of a EurodollarTranche E Term Borrowing with an Interest Period described in clause (c) of theproviso to the definition of the term “Interest Period”, the AdministrativeAgent may determine the LIBO Rate by any other means that it determines toreasonably reflect the rate for dollar deposits with a maturity comparable tosuch Interest Period.  In the event thatsuch rate is not available at such time for any reason, then the “LIBO Rate”with respect to such Eurodollar Borrowing for such Interest Period shall be therate  at which dollar depositsof $5,000,000 and for a maturity comparable to such Interest Period are offeredby the principal London office of the Administrative Agent in immediatelyavailable

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funds in the Londoninterbank market at approximately 11:00 a.m., London time, two BusinessDays prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset,(a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,charge or security interest in, on or of such asset, (b) the interest of avendor or a lessor under any conditional sale agreement, capital lease or titleretention agreement (or any financing lease having substantially the sameeconomic effect as any of the foregoing) relating to such asset and (c) inthe case of securities, any purchase option, call or similar right of a thirdparty with respect to such securities.

“Loan Documents” means this Agreement, theThird Amendment and Restatement Agreement, the Reaffirmation Agreement, theCollateral Agreement and the other Security Documents.

“Loan Parties” means Holdings, the Borrower andthe Subsidiary Loan Parties.

“Loans” means the loans made by the Lenders tothe Borrower pursuant to this Agreement (whether made before or after the ThirdRestatement Effective Date); provided that, for purposes of calculatingExcess Cash Flow or any prepayment required by Section 2.11(d), the term “Loans”also includes “Loans”‘ as defined in the Original Credit Agreement or anyprevious amendment and restatement thereof.

“Long-Term Indebtedness” means any Indebtednessthat, in accordance with GAAP, constitutes (or, when incurred, constituted) along-term liability.

“Madison Dearborn” means Madison DearbornCapital Partners, IV, L.P., its Affiliates and investment funds under commonmanagement with Madison Dearborn Capital Partners, IV, L.P., but excluding anysuch Affiliate that is (a) a “portfolio company”, (b) a Person thatis Controlled by, or under common Control with, Madison Dearborn CapitalPartners, IV, L.P., or any of its Affiliates and conducts any business otherthan investment activities and activities incidental thereto or(c) Controlled by a Person described in clause (a) or (b) above.

“Material Adverse Effect” means a materialadverse effect on (a) the business, financial condition or results ofoperations of Holdings, the Borrower and the Subsidiaries, taken as a whole,(b) the ability of any Loan Party to perform any of its materialobligations under any Loan Document or (c) the rights of the Lenders underthe Loan Documents.

“Material Acquisition” has the meaning assignedto such term in the definition of “Consolidated EBITDA”.

“Material Disposition” has the meaning assignedto such term in the definition of “Consolidated EBITDA”.

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“Material Indebtedness” means Indebtedness(other than the Loans and Letters of Credit), or obligations in respect of oneor more Swap Agreements, of any one or more of Holdings, the Borrower and theSubsidiaries in an aggregate principal amount exceeding $25,000,000.  For purposes of determining MaterialIndebtedness, the “principal amount” of the obligations of any of Holdings, theBorrower or the Subsidiaries in respect of any Swap Agreement at any time shallbe the maximum aggregate amount (giving effect to any netting agreements) thatHoldings, the Borrower or such Subsidiary would be required to pay if such SwapAgreement were terminated at such time.

“Material Subsidiary” means any Subsidiary thatis not an Immaterial Subsidiary.

“Measurement Period” means, with respect to anydate of determination, the period of the most recent four consecutive fiscalquarters ended prior to such date of determination for which internal financialstatements are available.

“Members” means the holders of the EquityInterests of Holdings.

“Milton Sale-Leaseback” means the real estatesale and leaseback transaction for the approximately 27 acres of land andimprovements constructed by Boise Building Solutions Distribution, L.L.C. for awholesale building materials distribution facility located at the streetaddress of 8260 Armstrong Rd., Milton, FL.

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

“Mortgage” means a mortgage, deed of trust,assignment of leases and rents, leasehold mortgage or other security documentgranting a Lien on any Mortgaged Property to secure the Obligations.  Each Mortgage shall be reasonablysatisfactory in form and substance to the Collateral Agent.

“Mortgaged Property” means, initially, the realproperty set forth on Schedule 3.05(c) that is identified on such Scheduleas Mortgaged Property and the improvements thereto, and includes each otherparcel of real property and improvements thereto owned by the Borrower or anySubsidiary with respect to which a Mortgage is granted.

“Multiemployer Plan” means a multiemployer planas defined in Section 4001(a)(3) of ERISA.

“Net Fair Market Value,” with respect to anynon-cash property received by Holdings in respect of the issuance or sale ofits Equity Interests, means the fair market value of such property, determinedas provided in the definition of “Permitted Restricted Payment/Investment”, netof attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,discounts or commissions and brokerage, consultant and other fees actuallyincurred in connection with such issuance or sale and net of taxes paid orpayable as a result thereof.

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“Net Proceeds” means, with respect to any event(a) the cash proceeds received in respect of such event including(i) any cash received in respect of any non-cash proceeds, but onlyas and when received, (ii) in the case of a casualty, insurance proceeds,and (iii) in the case of a condemnation or similar event, condemnationawards and similar payments, net of (b) the sum of (i) all fees andout-of-pocket expenses paid by any of Holdings, the Borrower andthe Subsidiaries to third parties (other than Affiliates) in connection withsuch event, (ii) in the case of a sale, transfer or other disposition ofan asset (including pursuant to a sale and leaseback transaction or a casualtyor a condemnation or similar proceeding), the amount of all payments requiredto be made by any of Holdings, the Borrower and the Subsidiaries as a result ofsuch event to repay Indebtedness (other than Loans) owed to third partiessecured by such asset, and (iii) the amount of all taxes paid (orreasonably estimated to be payable) by any of Holdings, the Borrower and theSubsidiaries, and the amount of any reserves established by Holdings, theBorrower and the Subsidiaries to fund contingent liabilities reasonablyestimated to be payable to third parties, in each case during the year thatsuch event occurred or the next succeeding year and that are directlyattributable to such event (as determined reasonably and in good faith by thechief financial officer of Holdings or the Borrower).

“Net Working Capital” means, at any date,(a) the consolidated current assets of Holdings, the Borrower and itsconsolidated Subsidiaries as of such date (excluding cash and PermittedInvestments) minus (b) the consolidated current liabilities of Holdings,the Borrower and its consolidated Subsidiaries as of such date (excludingcurrent liabilities in respect of Indebtedness).  Net Working Capital at any date may be apositive or negative number.  Net WorkingCapital increases when it becomes more positive or less negative and decreaseswhen it becomes less positive or more negative.

“Obligations” has the meaning assigned to suchterm in the Collateral Agreement.

“Offering Memorandum” means the offeringmemorandum dated October 15, 2004 relating to the Senior Unsecured Debtand the Subordinated Debt.

“Operating Businesses” means the forestproducts and distribution businesses (and assets comprising such businesses)acquired by the Borrower and its Subsidiaries pursuant to the AcquisitionAgreement, including, (a) their paper manufacturing, conversion,distribution and sales operations, (b) their building solutionsmanufacturing and conversion operations, (c) their packaging and newsprintmanufacturing, conversion, distribution and sales operations, (d) certainof their aviation operations and (e) their transportation operations.

“Original Credit Agreement” has the meaningassigned to such term in the recitals hereto.

“Original Effective Date” means October 29,2004.

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“Other Taxes” means any and all present orfuture recording, stamp, documentary, excise, transfer, sales, property orsimilar taxes, charges or levies arising from any payment made under any LoanDocument or from the execution, delivery or enforcement of, or otherwise with respectto, any Loan Document.

“PBGC” means the Pension Benefit GuarantyCorporation referred to and defined in ERISA and any successor entityperforming similar functions.

“Perfection Certificate” means a certificate inthe form of Exhibit D or any other form approved by the Collateral Agent.

“Permitted Acquisition” means any acquisitionby the Borrower or any Subsidiary of all or substantially all the assets of, orall the Equity Interests in, a Person or division or line of business of aPerson if, immediately after giving effect thereto, (a) no Default hasoccurred and is continuing or would result therefrom, (b) the predominantbusiness conducted by any such Person or business shall comply with thepermitted businesses of the Borrower and the Subsidiaries as provided inSection 6.03(b), (c) all of the Equity Interests of each Subsidiaryformed for the purpose of or resulting from such acquisition shall be owneddirectly by the Borrower or a Subsidiary and all actions required to be takenwith respect to each such acquired or newly formed Subsidiary underSections 5.12 and 5.13 have been taken, (d) Holdings, the Borrowerand the Subsidiaries are in compliance, on a proforma basisafter giving effect to such acquisition (and any operating expense reductions relatedthereto that would be permitted to be deducted in any calculation ofConsolidated EBITDA in accordance with the definition of such term containedherein), with the covenants contained in Sections 6.12 and 6.13 recomputedas at the last day of the most recently ended fiscal quarter of Holdings forwhich financial statements are available, as if such acquisition had occurredon the first day of each relevant period for testing such compliance and(e) the Borrower has delivered to the Administrative Agent an officers’certificate to the effect set forth in clauses (a), (b), (c) and (d)above, together with all relevant financial information for the Person orassets to be acquired and reasonably detailed calculations demonstratingsatisfaction of the requirement set forth in clause (d) above.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are notyet due or are being contested in compliance with Section 5.05;

(b) carriers’, warehousemen’s, mechanics’,materialmen’s, repairmen’s and other like Liens imposed by law, arising in theordinary course of business and securing obligations that are not overdue bymore than 60 days or are being contested in compliance withSection 5.05;

(c) pledges and deposits made in the ordinarycourse of business in compliance with workers’ compensation, unemploymentinsurance and other social security laws or regulations;

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(d) deposits to secure the performance of bids,trade contracts, leases, statutory obligations, surety and appeal bonds,performance bonds and other obligations of a like nature, in each case in theordinary course of business;

(e) judgment liens in respect of judgments that do notconstitute an Event of Default under clause (k) of Article VII; and

(f) easements, zoning restrictions, rights-of-wayand similar encumbrances on real property imposed by law or arising in theordinary course of business that do not secure any monetary obligations and donot materially detract from the value of the affected property or interferewith the ordinary conduct of business of the Borrower or any Subsidiary;

provided that the term “PermittedEncumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments”means:

(a) direct obligations of, or obligations theprincipal of and interest on which are unconditionally guaranteed by, theUnited States of America (or by any agency thereof to the extent suchobligations are backed by the full faith and credit of the United States ofAmerica), in each case maturing within one year from the date of acquisitionthereof;

(b) investments in commercial paper maturingwithin 270 days from the date of acquisition thereof and having, at suchdate of acquisition, at least an A2 credit rating from S&P or at least a P2credit rating from Moody’s;

(c) investments in certificates of deposit,banker’s acceptances and time deposits maturing within 180 days from thedate of acquisition thereof issued or guaranteed by or placed with, and moneymarket deposit accounts issued or offered by, any domestic office of anycommercial bank organized under the laws of the United States of America or anyState thereof which has a combined capital and surplus and undivided profits ofnot less than $500,000,000;

(d) fully collateralized repurchase agreementswith a term of not more than 30 days for securities described inclause (a) above and entered into with a financial institution satisfyingthe criteria described in clause (c) above; and

(e) demand deposit accounts with commercialbanks.

“Permitted OperatingAsset Swap” means any transfer of Eligible Swap Assets by the Borrower orany Subsidiary in which at least 95% of the consideration received by thetransferor consists of Eligible Swap Assets (and any balance of suchconsideration consists of cash); provided that (a) after givingeffect to such transfer, the aggregate fair market value of all assetstransferred pursuant to Permitted Operating Asset Swaps (i) during anyfiscal year of the Borrower, on a cumulative basis,

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shall not exceed$20,000,000 and (ii) during the term of this Agreement, on a cumulativebasis, shall not exceed $40,000,000 and (b) all actions required to betaken pursuant to Sections 5.12 and 5.13 with respect to any Eligible SwapAssets so received as consideration shall be taken.

“Permitted Receivables Financing” meansfinancing arrangements pursuant to which the Borrower or one or more of theSubsidiaries (or a combination thereof) realizes cash proceeds in respect ofReceivables and Related Security by selling or otherwise transferring suchReceivables and Related Security (on a non-recourse basis, other than StandardSecuritization Undertakings) to one or more Receivables Subsidiaries, and suchReceivables Subsidiary or Receivables Subsidiaries realize cash proceeds inrespect of such Receivables and Related Security pursuant to a revolvingcommitted financing arrangement; provided that (a) the Borrowershall deliver to the Administrative Agent copies of all documentation enteredinto in connection with any such financing arrangements and (b) the Borrowerrepresents, in a certificate of a Financial Officer of the Borrower deliveredto the Administrative Agent, that the terms and conditions of such financingarrangements are customary for accounts receivable securitization financings.  The “funded amount” or “principal amount” ofany Permitted Receivables Financing at any time shall be the principal amountof Receivables Financing Debt in respect thereof.

“Permitted RestrictedPayment/Investment” means any Restricted Payment or investment if at the timethereof and after giving effect thereto:

(a) no Default shall have occurred and becontinuing (or would result therefrom);

(b) the Consolidated Coverage Ratio, on a proforma basis, shall not be less than 2.00 to 1.00; and

(c) the aggregate amount of all such RestrictedPayments made pursuant to clause (xii) of Section 6.08(a) plus theaggregate amount of all investments made pursuant to clause (xvi) ofSection 6.04 (but excluding any other Restricted Payments or investmentsunless expressly required to be taken into consideration for purposes hereof)since December 31, 2006 (treating all such Restricted Payments and investmentsmade during the period from December 31, 2006 to the Third RestatementEffective Date as though the Third Restatement Effective Date had occurred onDecember 31, 2006) shall not exceed the sum (without duplication) of:

(i) the Initial RP Basket Amount; *plus*

(ii) 50% of the Consolidated Net Income accruedduring the period (treated as one accounting period) from December 31,2006, to the end of the most recent fiscal quarter ending prior to the date ofsuch Restricted Payment or investment for which internal financial statementsare available (or, in case such Consolidated Net Income shall be a deficit,minus 100% of such deficit); *plus*

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(iii) 100% of the aggregate Net Proceeds, and100% of the aggregate Net Fair Market Value of property other than cash, ineach case received by Holdings from the issuance or sale of its EquityInterests (other than Disqualified Stock) subsequent to December 31, 2006(other than (i) an issuance or sale to Holdings or a Subsidiary ofHoldings and (ii) an issuance or sale to an employee stock ownership planor to a trust established by Holdings or any of its Subsidiaries for thebenefit of their employees) and 100% of any cash capital contribution, and 100%of the fair market value of a capital contribution of property other than cash,in each case received by Holdings from its equity holders subsequent toDecember 31, 2006; *plus*

(iv) the amount by which Indebtedness (other thanIndebtedness owed to Holdings or any of its Subsidiaries) of Holdings isreduced on Holdings’ balance sheet upon the conversion or exchange subsequentto December 31, 2006, of any Indebtedness of Holdings convertible orexchangeable for Equity Interests (other than Disqualified Stock) of Holdings(less the amount of any cash, or the fair market value of any other property,distributed by Holdings upon such conversion or exchange); provided, however,that the foregoing amount shall not exceed the Net Proceeds received byHoldings or any Subsidiary that is not a Loan Party from the sale of suchIndebtedness (excluding Net Proceeds from sales to Holdings or to a Subsidiaryof Holdings or to an employee stock ownership plan or to a trust established byHoldings or any of its Subsidiaries for the benefit of their employees); *plus*

(v) 100% of the aggregate amount received in cashby any Loan Party and the fair market value of property other than cashreceived by any Loan Party, in each case subsequent to December 31, 2006,from:

(A) the sale or other disposition (other than toHoldings or any of its Subsidiaries) of investments made by any Loan Party (inreliance upon such investment being a Permitted Restricted Payment/Investment)and from repurchases and redemptions of such investments from any Loan Party byany Person (other than Holdings or any of its Subsidiaries) and from repaymentsof loans or advances which constituted a Permitted RestrictedPayment/Investment (except in each case to the extent the investment was madeother than on the basis that it constituted a Permitted RestrictedPayment/Investment); and

(B) a dividend or distribution subsequent toDecember 31, 2006 from a Subsidiary that is not a Loan Party (solely tothe extent not otherwise included in Consolidated Net Income); *minus*

(vi) 50% of the amount of Tax Distributions madepursuant to clause (viii) of Section 6.08(a) subsequent toDecember 31, 2006.

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The fair market value of property other than cash covered by clauses(c)(iii), (iv) and (v) above shall be determined in good faith by Holdings and

(x) in the event of property with a fair marketvalue in excess of $5.0 million, shall be set forth in a certificate of aFinancial Officer; and

(y) in the event of property with a fair marketvalue of in excess of $10.0 million, shall be set forth in a resolutionapproved by at least a majority of the Board of Directors of Holdings.

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

“Plan” means any employee pension benefit plan(other than a Multiemployer Plan) subject to the provisions of Title IV ofERISA or Section 412 of the Code or Section 302 of ERISA, and inrespect of which the Borrower or any ERISA Affiliate is (or, if such plan wereterminated, would under ERISA be deemed to be) an “employer” as defined inSection 3(5) of ERISA.

“Pledged Collateral” has the meaning assignedto such term in the Collateral Agreement.

“Prepayment Event”means:

(a) any sale,transfer or other disposition (including pursuant to a sale and leasebacktransaction) of any property or asset of Holdings, the Borrower or anySubsidiary (other than a Receivables Subsidiary), other than (i) dispositions described in clauses (i), (ii), (iii), (iv), (vi) and (vii)of Section 6.05(a), and (ii)  other dispositions resulting inaggregate Net Proceeds not exceeding $5,000,000 during any fiscal year of theBorrower; or

(b) any insured casualty or other insured damageto, or any taking under power of eminent domain or by condemnation or similarproceeding of, any property or asset of Holdings, the Borrower or anySubsidiary other than those resulting in aggregate Net Proceeds not exceeding$5,000,000 during any fiscal year of the Borrower; or

(c) [Intentionally Omitted]

(d) the incurrence by Holdings, the Borrower orany Subsidiary of any Indebtedness, other than Indebtedness permitted bySection 6.01; or

(e) any transfer of Receivables pursuant to aPermitted Receivables Financing; provided that any such transfer will betreated as a Prepayment Event only to the extent that, after giving effectthereto, the aggregate funded amount of

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such Permitted Receivables Financing exceeds thegreatest aggregate funded amount previously outstanding thereunder.

“Prime Rate” means the rate of interest perannum publicly announced from time to time by JPMorgan Chase Bank, N.A. as itsprime rate in effect at its principal office in New York City; each change inthe Prime Rate shall be effective from and including the date such change ispublicly announced as being effective.

“Pro Forma Cost Savings” means cost savingsthat Holdings reasonably determines are probable based upon specificallyidentified actions to be taken within six months of the date of the acquisition(net of any reduction in Consolidated EBITDA as a result of such cost savingsthat Holdings reasonably determines are probable); provided thatHoldings’ chief financial officer shall have certified in an officer’scertificate delivered to the Administrative Agent the specific actions to betaken, the cost savings to be achieved from each such action, that such savingshave been determined to be probable and the amount, if any, of any reduction inConsolidated EBITDA in connection therewith. Where specifically provided bythis Agreement, Holdings and the Borrower shall give pro forma effect to suchPro Forma Cost Savings as if they had been effected as of the beginning of theapplicable period.

“Receivable” means an Account owing to theBorrower or any Subsidiary (before its transfer to a Receivables Subsidiary),whether now existing or hereafter arising, together with all cash collectionsand other cash proceeds in respect of such Account, including all yield,finance charges or other related amounts accruing in respect thereof and allcash proceeds of Related Security with respect to such Receivable.

“Receivables Financing Debt” means, as of anydate with respect to any Permitted Receivables Financing, the amount of theoutstanding Receivables subject to such Permitted Receivables Financing thatwould be required to discharge all principal obligations to financing parties(and would not be returned, directly or indirectly, to the Borrower or anySubsidiary) if all such Receivables were to be collected at such date and suchPermitted Receivables Financing were to be terminated at such date.

“Receivables Subsidiary” means a wholly-ownedSubsidiary that does not engage in any activities other than participating inone or more Permitted Receivables Financings and activities incidental thereto;provided that (a) such Subsidiary does not have any Indebtednessother than (i) Indebtedness incurred pursuant to a Permitted ReceivablesFinancing owed to financing parties supported by Receivables and RelatedSecurity and (ii) Subordinated Receivables Transfer Debt, (b) neitherHoldings, the Borrower nor any other Subsidiary Guarantees any Indebtedness orother obligation of such Subsidiary, other than Standard SecuritizationUndertakings and (c) all Equity Interests of and other investments in suchSubsidiary that are owned by the Borrower or any other Subsidiary (includingany Subordinated Receivables Transfer Debt) are pledged pursuant to theCollateral Agreement.

“Redemption” has the meaning set forth inSection 5.11.

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“Register” has the meaning set forth inSection 9.04.

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

“Related Security” means, with respect to anyReceivable: (a) all of the Borrower’s or the applicable Subsidiary’sright, title and interest in and to any goods, the sale of which gave rise tosuch Receivable; (b) all security pledged, assigned, hypothecated orgranted to or held by the Borrower or the applicable Subsidiary to secure suchReceivable; (c) all guaranties, endorsements and indemnifications on, orof, such Receivable or any of the foregoing (other than by any of Holdings, theBorrower and the Subsidiaries that is not a Receivables Subsidiary);(d) all powers of attorney for the execution of any evidence ofindebtedness or security or other writing in connection therewith; (e) allbooks, records, ledger cards and invoices related to such Receivable or any ofthe foregoing, whether maintained electronically, in paper form or otherwise;(f) all evidences of the filing of financing statements and otherstatements and the registration of other instruments in connection therewithand amendments thereto, notices to other creditors or secured parties, andcertificates from filing or other registration officers; (g) all creditinformation, reports and memoranda relating thereto; (h) all otherwritings related thereto; and (i) all proceeds of any of the foregoing.

“Required Lenders” means, at any time, Lendershaving Revolving Exposures, Term Loans and unused Commitments representing morethan 50% of the sum of the total Revolving Exposures, outstanding Term Loansand unused Commitments at such time.

“Required Revolving Lenders” means, at anytime, Revolving Lenders having Revolving Exposures and unused RevolvingCommitments representing more than 50% of the sum of the total Revolving Exposuresand unused Revolving Commitments at such time.

“Restatement Transactions” means(a) execution, delivery and performance by each Loan Party of the LoanDocuments to which it is, or is to be, a Party, the borrowing of the Loans, theuse of the proceeds thereof and the issuance of Letters of Credit hereunder,(b) the prepayment of the Tranche D Term Loans and (c) theRedemption.

“Restricted Payment” means any dividend orother distribution (whether in cash, securities or other property) with respectto any Equity Interests in Holdings, the Borrower or any Subsidiary, or anypayment (whether in cash, securities or other property), including any sinkingfund or similar deposit, on account of the purchase, redemption, retirement,acquisition, cancelation or termination of any Equity Interests in Holdings,the Borrower or any Subsidiary or any option, warrant or other right to acquireany such Equity Interests in Holdings, the Borrower or any Subsidiary.

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“Revolving Availability Period” means theperiod from and including the Original Effective Date to but excluding theearlier of the Revolving Maturity Date and the date of termination of theRevolving Commitments.

“Revolving Commitment” means, with respect toeach Lender, the commitment, if any, of such Lender to make Revolving Loans andto acquire participations in Letters of Credit and Swingline Loanshereunder,  expressed as an amountrepresenting the maximum aggregate amount of such Lender’s Revolving Exposurehereunder, as such commitment may be (a) reduced from time to timepursuant to Section 2.08 and (b) reduced or increased from time totime pursuant to assignments by or to such Lender pursuant toSection 9.04.  The initial amount ofeach Lender’s Revolving Commitment is set forth on Schedule 2.01 (as ofthe First Restatement Effective Date), or in the Assignment and Assumptionpursuant to which such Lender shall have assumed its Revolving Commitment, asapplicable.  The aggregate amount of theLenders’ Revolving Commitments as of the Third Restatement Effective Date is$450,000,000.

“Revolving Exposure” means, with respect to anyLender at any time, the sum of the outstanding principal amount of such Lender’sRevolving Loans and its LC Exposure and Swingline Exposure at such time.

“Revolving Facility” means the credit facilityhereunder represented by the Revolving Commitments and the extensions of creditthereunder.

“Revolving Lender” means a Lender with aRevolving Commitment or, if the Revolving Commitments have terminated orexpired, a Lender with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant toSection 2.01(a) and includes any “Revolving Loan” outstanding under theSecond Restated Credit Agreement on the Third Restatement Effective Date.

“Revolving MaturityDate” means October 29, 2010.

“S&P” means Standard & Poor’s.

“Second Amendment andRestatement Agreement” has the meaning assigned to such term in therecitals hereto.

“Second RestatementEffective Date” means the “Restatement Effective Date”, as defined in theSecond Amendment and Restatement Agreement.

“Secured Parties” has the meaning assigned tosuch term in the Collateral Agreement.

“Security Documents” means the CollateralAgreement, the Mortgages and each other security agreement or other instrumentor document executed and delivered pursuant to Section 5.12 or 5.13 tosecure any of the Obligations.

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“Seller Parent” means OfficeMax Incorporated(f/k/a Boise Cascade Corporation), a Delaware corporation.

“Senior Leverage Ratio” means, on any date, theratio of (a) Total Senior Indebtedness as of such date to(b) Consolidated EBITDA for the period of four consecutive fiscal quartersof Holdings most recently ended prior to such date for which financialstatements have been delivered pursuant to Section 5.01.

“Senior Unsecured Debt” means (a) thesenior floating rate notes due 2012 issued by the Borrower on the OriginalEffective Date in the aggregate principal amount of $250,000,000 and theIndebtedness represented thereby (the “Initial Senior Unsecured Debt”)and (b) any senior unsecured debt securities issued by the Borrower afterthe Original Effective Date to refinance the Initial Senior Unsecured Debt; providedthat (i) such senior unsecured debt securities do not mature earlier than,or require any scheduled payment of principal, sinking fund payment or similarpayment prior to, the scheduled maturity date of the Initial Senior UnsecuredDebt, (ii) the Indebtedness in respect of such senior unsecured debtsecurities is not Guaranteed by any Person that did not Guarantee (and is notpermitted by this Agreement to Guarantee) the Initial Senior Unsecured Debt,(iii) the aggregate principal amount of such senior unsecured debtsecurities does not exceed the aggregate principal amount of Initial SeniorUnsecured Debt refinanced thereby plus capitalized interest and any applicableredemption premiums paid in respect of the refinancing thereof, (iv) theportion of the interest rate payable in cash in respect of such senior unsecureddebt securities does not exceed the interest rate in respect of the InitialSenior Unsecured Debt, (v) such senior unsecured debt securities are notsupported by any letter of credit or other credit enhancement, (vi) theterms and conditions of such senior unsecured debt securities and any SeniorUnsecured Debt Documents in respect thereof (including covenants, events ofdefault and any provisions relating to any mandatory redemption or requiredoffer to repurchase such senior unsecured debt securities) are no lessfavorable in any material respect to the Loan Parties and the Lenders than theterms and conditions of the Initial Senior Unsecured Debt and the SeniorUnsecured Debt Documents in respect of the Initial Senior Unsecured Debt and(vii) the Initial Senior Unsecured Debt being refinanced by such seniorunsecured debt securities is repaid on the same date that such senior unsecureddebt securities are issued.

“Senior Unsecured Debt Documents” means anyindenture under which any Senior Unsecured Debt is issued and all otherinstruments, agreements and other documents evidencing or governing any SeniorUnsecured Debt or providing for any Guarantee or other right in respectthereof.

“Specified Investment” means any investment bythe Borrower or any Subsidiary that is financed solely with Net Proceedsreceived from the issuance of Equity Interests by Holdings after the FirstRestatement Effective Date, provided that (i) the AdministrativeAgent receives written notice describing such investment concurrently with orpromptly following the issuance of such Equity Interests and (ii) suchinvestment is made within 90 days of receipt by Holdings of such NetProceeds.

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“Standard Securitization Undertakings” meansrepresentations, warranties, covenants and indemnities made by the Borrower orany Subsidiary in connection with a Permitted Receivables Financing that arecustomary for accounts receivables securitization financings; providedthat Standard Securitization Undertakings shall not include any Guarantee ofany Indebtedness or collectability of any Receivables.

“Statutory Reserve Rate” means a fraction(expressed as a decimal), the numerator of which is the number one and thedenominator of which is the number one minus the aggregate of the maximumreserve percentages (including any marginal, special, emergency or supplementalreserves) expressed as a decimal established by the Board to which theAdministrative Agent is subject for eurocurrency funding (currently referred toas “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include thoseimposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding andto be subject to such reserve requirements without benefit of or credit forproration, exemptions or offsets that may be available from time to time to anyLender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjustedautomatically on and as of the effective date of any change in any reservepercentage.

“Subordinated Debt” means (a) the 71/8% senior subordinated notes due 2014 issued bythe Borrower on the Original Effective Date in the aggregate principal amountof $400,000,000 and the Indebtedness represented thereby (the “Initial SubordinatedDebt”) and (b) any subordinated debt securities issued by the Borrowerafter the Original Effective Date to refinance the Initial Subordinated Debt; providedthat (i) such subordinated debt securities do not mature earlier than, orrequire any scheduled payment of principal, sinking fund payment or similarpayment prior to, the scheduled maturity date of the Initial Subordinated Debt,(ii) the Indebtedness in respect of such subordinated debt securities isnot Guaranteed by any Person that did not Guarantee (and is not permitted bythis Agreement to Guarantee) the Initial Subordinated Debt, (iii) theaggregate principal amount of such subordinated debt securities does not exceedthe aggregate principal amount of Initial Subordinated Debt refinanced therebyplus capitalized interest and any applicable redemption premiums paid inrespect of the refinancing thereof, (iv) the portion of the interest ratepayable in cash in respect of such subordinated debt securities does not exceedthe interest rate in respect of the Initial Subordinated Debt, (v) suchsubordinated debt securities are unsecured and are not supported by any letterof credit or other credit enhancement, (vi) the terms and conditions ofsuch subordinated debt securities and any Subordinated Debt Documents inrespect thereof (including subordination provisions, covenants, events ofdefault and any provisions relating to any mandatory redemption or requiredoffer to repurchase such subordinated debt securities) are no less favorable inany material respect to the Loan Parties and the Lenders than the terms andconditions of the Initial Subordinated Debt and the Subordinated Debt Documentsin respect of the Initial Subordinated Debt and (vii) the InitialSubordinated Debt being refinanced by such subordinated debt securities isrepaid on the same date that such subordinated debt securities are issued.

“Subordinated Debt Documents” means anyindenture under which any Subordinated Debt is issued and all otherinstruments, agreements and other documents

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evidencing or governingany Subordinated Debt or providing for any Guarantee or other right in respectthereof.

“Subordinated Receivables Transfer Debt” meansIndebtedness of a Receivables Subsidiary owed to the Borrower or a Subsidiaryand incurred to finance the purchase of Receivables and Related Security fromthe Borrower or a Subsidiary in connection with a Permitted ReceivablesFinancing; provided that (a) such Indebtedness is evidenced by apromissory note pledged pursuant to the Collateral Agreement and (b) allproceeds of such Indebtedness are applied by such Receivables Subsidiary to paythe purchase price of such Receivables and Related Security.

“subsidiary” means, with respect to any Person(the “parent”) at any date, any corporation, limited liability company,partnership, association or other entity the accounts of which would beconsolidated with those of the parent in the parent’s consolidated financialstatements if such financial statements were prepared in accordance with GAAPas of such date, as well as any other corporation, limited liability company,partnership, association or other entity (a) of which securities or otherownership interests representing more than 50% of the equity or more than 50%of the ordinary voting power or, in the case of a partnership, more than 50% ofthe general partnership interests are, as of such date, owned, controlled orheld, or (b) that is, as of such date, otherwise Controlled, by the parentor one or more subsidiaries of the parent or by the parent and one or moresubsidiaries of the parent.

“Subsidiary” means any subsidiary of theBorrower.

“Subsidiary Loan Party” means any Subsidiarythat is not a Foreign Subsidiary or a Receivables Subsidiary.

“Supply Agreement” means the Paper PurchaseAgreement dated October 29, 2004, between Boise White Paper, L.L.C. andSeller Parent, amending and superseding the Paper Purchase Agreement Term Sheetdated April 28, 2004 between Seller Parent and Boise Office Solutions.

“Swap Agreement” means any agreement withrespect to any swap, forward, future or derivative transaction or option orsimilar agreement involving, or settled by reference to, one or more rates,currencies, commodities, equity or debt instruments or securities, or economic,financial or pricing indices or measures of economic, financial or pricing riskor value or any similar transaction or any combination of these transactions; providedthat no phantom stock or similar plan providing for payments only on account ofservices provided by current or former directors, officers, employees orconsultants of Holdings, the Borrower or the Subsidiaries shall be a SwapAgreement.

“Swingline Exposure” means, at any time, theaggregate principal amount of all Swingline Loans outstanding at suchtime.  The Swingline Exposure of anyLender at any time shall be its Applicable Percentage of the total  Swingline Exposure at such time.

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“Swingline Lenders” means the CommittedSwingline Lender and any Uncommitted Swingline Lenders.

“Swingline Loan” means a Committed SwinglineLoan or an Uncommitted Swingline Loan.

“Syndication Agent” means Lehman CommercialPaper Inc., in its capacity as syndication agent for the Lenders.

“Tax Distributions” means cash distributions byHoldings to the Members in respect of its Equity Interests for the purpose ofproviding the Members with funds to pay the tax liability attributable to theirshares of the taxable income of Holdings and its consolidated subsidiaries.

“Taxes” means any and all present or futuretaxes, levies, imposts, duties, deductions, charges or withholdings imposed byany Governmental Authority.

“Term Lender” means a Delayed Draw Lender or aTranche E Lender.

“Term Loans” means Tranche E Term Loans orDelayed Draw Term Loans; provided that, for purposes of calculatingExcess Cash Flow or any prepayment required by Section 2.11(d) the term “TermLoans” also includes “Term Loans” as defined in the Original Credit Agreementor any previous amendment and restatement thereof.

“Third Amendment and Restatement Agreement” hasthe meaning assigned to such term in the recitals hereto.

“Third Restatement Effective Date” means the “RestatementEffective Date”, as defined in the Third Amendment and Restatement Agreement.

“Timber Borrower” has the meaning assigned tosuch term in the Original Credit Agreement.

“Total Indebtedness” means, as of any date, thesum (without duplication) of (a) the aggregate principal amount ofIndebtedness of Holdings, the Borrower and the Subsidiaries outstanding as ofsuch date, in the amount that would be reflected on a balance sheet prepared asof such date on a consolidated basis in accordance with GAAP, plus (b) theaggregate principal amount of Indebtedness of Holdings, the Borrower and theSubsidiaries outstanding as of such date that is not required to be reflectedon a balance sheet in accordance with GAAP, determined on a consolidated basis(but, in each case, excluding (i) Receivables Financing Debt and(ii) obligations arising under the Additional Consideration Agreement) asof such date minus (c) cash on hand and Permitted Investments of Holdings, theBorrower and the Subsidiaries as of such date (other than any such cash orPermitted Investments subject to any Lien (other than (i) Liens securingIndebtedness described in clause (a) or (b) above and (ii) PermittedEncumbrances that would not prohibit, limit, or otherwise impair the ability ofthe Borrower to use such cash and Permitted Investments to pay the Obligationshereunder))

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in an aggregate amountnot to exceed $35,000,000; provided that, for purposes ofclause (b) above, the term “Indebtedness” shall not include contingentobligations of the Borrower or any Subsidiary as an account party in respect ofany letter of credit or letter of guaranty unless such letter of credit orletter of guaranty supports an obligation that constitutes Indebtedness.

“Total Senior Indebtedness” means, as of anydate, (a) Total Indebtedness as of such date *minus*(b) the portion of Total Indebtedness as of such date represented bySubordinated Debt or Additional Subordinated Debt.

“Tranche B Term Loan” has the meaning assignedto such term in the Original Credit Agreement.

“Tranche D Term Loan” means a Loan madepursuant to Section 3 of the First Amendment and Restatement Agreement.

“Tranche E Commitment” has the meaningassigned to such term in the Third Amendment and Restatement Agreement.

“Tranche E Lender” means a Lender with anoutstanding Tranche E Term Loan.

“Tranche EMaturity Date” means April 30, 2014.

“Tranche E TermLoan” means a Loan made pursuant to Section 3 of the Third Amendmentand Restatement Agreement.

“Transactions” has the meaning assigned to suchterm in the Original Credit Agreement.

“Type”, when used in reference to any Loan orBorrowing, refers to whether the rate of interest on such Loan, or on the Loanscomprising such Borrowing, is determined by reference to the Adjusted LIBO Rateor the Alternate Base Rate.

“Uncommitted Swingline Lender” means, at anytime, any Revolving Lender, Tranche E Lender or Delayed Draw Lender thatholds an Uncommitted Swingline Loan outstanding at such time.

“Uncommitted Swingline Loan” means a Loan madepursuant to Section 2.04(d); provided that any such Loan shallcease to constitute a “Loan” for all purposes of the Loan Documents if theholder of such Loan is neither a Revolving Lender, a Tranche E Lender nora Delayed Draw Lender.

“Withdrawal Liability” means liability to aMultiemployer Plan as a result of a complete or partial withdrawal from suchMultiemployer Plan, as such terms are defined in Part I of Subtitle Eof Title IV of ERISA.

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## SECTION 1.02. Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may beclassified and referred to by Class (e.g., a “Revolving Loan”) or byType (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “EurodollarRevolving Loan”).  Borrowings also may beclassified and referred to by Class (e.g., a “Revolving Borrowing”) orby Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g.,a “Eurodollar Revolving Borrowing”).

## SECTION 1.03.  Terms Generally.  The definitions of terms herein shall applyequally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronounshall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to havethe same meaning and effect as the word “shall”.  Unless the context requires otherwise(a) any definition of or reference to any agreement, instrument or otherdocument herein shall be construed as referring to such agreement, instrumentor other document as from time to time amended, supplemented or otherwisemodified (subject to any restrictions on such amendments, supplements ormodifications set forth herein), (b) any reference herein to any Personshall be construed to include such Person’s successors and assigns,(c) the words “herein”, “hereof” and “hereunder”, and words of similarimport, shall be construed to refer to this Agreement in its entirety and notto any particular provision hereof, (d) all references herein to Articles,Sections, Exhibits and Schedules shall be construed to refer to Articles andSections of, and Exhibits and Schedules to, this Agreement and (e) thewords “asset” and “property” shall be construed to have the same meaning andeffect and to refer to any and all tangible and intangible assets andproperties, including cash, securities, accounts and contract rights.

## SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of anaccounting or financial nature shall be construed in accordance with GAAP, asin effect from time to time; provided that, if the Borrower notifies theAdministrative Agent that the Borrower requests an amendment to any provisionhereof to eliminate the effect of any change occurring after the OriginalEffective Date in GAAP or in the application thereof on the operation of suchprovision (or if the Administrative Agent notifies the Borrower that theRequired Lenders request an amendment to any provision hereof for suchpurpose), regardless of whether any such notice is given before or after suchchange in GAAP or in the application thereof, then such provision shall be interpretedon the basis of GAAP as in effect and applied immediately before such changeshall have become effective until such notice shall have been withdrawn or suchprovision  amended in accordanceherewith.

## SECTION 1.05. Certificates.  Allcertificates and other documents or statements of any sort provided, executedor attested to by any officer, director or employee of any Loan Party shall betreated as being provided, executed or attested to on behalf of such LoanParty, and not in such officer’s, director’s or employee’s individual capacity.

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# ARTICLEII

# TheCredits

## SECTION 2.01. Revolving Commitments; Tranche E Term Loans; Delayed DrawCommitments.  (a)  Subject to the terms and conditions set forthherein, each Revolving Lender agrees to make Revolving Loans to the Borrowerfrom time to time during the Revolving Availability Period in an aggregateprincipal amount that will not result in such Revolving Lender’s RevolvingExposure exceeding such Lender’s Revolving Commitment.  Within the foregoing limits and subject tothe terms and conditions set forth herein, the Borrower may borrow, prepay andreborrow Revolving Loans.

### (b) The Tranche E Term Loans constitute Loans made pursuant to thisAgreement for all purposes of the Loan Documents.  Amounts repaid or prepaid in respect ofTranche E Term Loans may not be reborrowed.

### (c) Subject to the terms and conditions set forth herein, each Delayed DrawLender agrees to make a Delayed Draw Term Loan to the Borrower on a single dateon or before November 1, 2007, in an aggregate principal amount notexceeding its Delayed Draw Commitment. Any amount repaid or prepaid in respect of Delayed Draw Term Loans maynot be reborrowed.

## SECTION 2.02. Loans and Borrowings. (a)  Each  Loan (other than a Swingline Loan) shall bemade as part of a Borrowing consisting of Loans of the same Class and Type madeby the Lenders ratably in accordance with their respective Commitments of theapplicable Class.  The failure of anyLender to make any Loan required to be made by it shall not relieve any otherLender of its obligations hereunder; provided that the Commitments ofthe Lenders are several and no Lender shall be responsible for any other Lender’sfailure to make Loans as required.

### (b) Subject to Section 2.14, each Revolving Borrowing and TermBorrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as theBorrower may request in accordance herewith; provided that eachEurodollar Tranche E Term Borrowing that has an Interest Period beginningprior to the date that is 30 days after the Third Restatement EffectiveDate shall have an Interest Period with a duration of one month.  Each Committed Swingline Loan shall be an ABRLoan.  Each Lender at its option may makeany Eurodollar Loan by causing any domestic or foreign branch or Affiliate ofsuch Lender to make such Loan; provided that (i) any exercise ofsuch option shall not affect the obligation of the Borrower to repay such Loanin accordance with the terms of this Agreement and (ii) the Borrower shallbe entitled to treat any Lender exercising such option as the Lender in respectof such Eurodollar Loan for all purposes hereunder, includingSection 2.15.

### (c)  Atthe commencement of each Interest Period for any Eurodollar Borrowing, suchBorrowing shall be in an aggregate amount that is an integral multiple of$1,000,000 and not less than $5,000,000. At the time that each ABR Revolving

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### Borrowing is made, such Borrowing shall be in an aggregate amount thatis an integral multiple of $1,000,000 and not less than $5,000,000; providedthat an ABR Revolving Borrowing may be in an aggregate amount that is equal tothe entire unused balance of the total Revolving Commitments or that isrequired to finance the reimbursement of an LC Disbursement as contemplated bySection 2.05(e).  Each CommittedSwingline Loan shall be in an amount that is an integral multiple of $500,000and not less than $1,000,000.  Borrowingsof more than one Type and Class may be outstanding at the same time; providedthat there shall not at any time be more than a total of 12 EurodollarBorrowings outstanding.

### (d) Notwithstanding any other provision of this Agreement, the Borrowershall not be entitled to request, or to elect to convert or continue, anyBorrowing if the Interest Period requested with respect thereto would end afterthe Revolving Maturity Date, Tranche E Maturity Date or the Delayed DrawMaturity Date, as applicable.

## SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower shall notify the AdministrativeAgent of such request by telephone (a) in the case of a EurodollarBorrowing, not later than 12:00 noon, New York City time, threeBusiness Days before the date of the proposed Borrowing or (b) in the caseof an ABR Borrowing, not later than 2:00 p.m., New York City time,one Business Day before the date of the proposed Borrowing; providedthat any such notice of an ABR Revolving Borrowing to finance the reimbursementof an LC Disbursement as contemplated by Section 2.05(e) may be given notlater than 10:00 a.m., New York City time, on the date of the proposedBorrowing.  Each such telephonicBorrowing Request shall be irrevocable and shall be confirmed promptly by handdelivery or telecopy to the Administrative Agent of a written Borrowing Requestin a form approved by the Administrative Agent and signed by the Borrower.  Each such telephonic and written BorrowingRequest shall specify the following information in compliance withSection 2.02:

##### (i) whether the requested Borrowing is to be a Revolving Borrowing, aTranche E Term Borrowing or Delayed Draw Term Borrowing;

##### (ii) the aggregate amount of such Borrowing;

##### (iii) the date of such Borrowing, which shall be a Business Day;

##### (iv) whether such Borrowing is to be an ABR Borrowing or a EurodollarBorrowing;

##### (v) in the case of a Eurodollar Borrowing, the initial Interest Periodto be applicable thereto, which shall be a period contemplated by thedefinition of the term “Interest Period”; and

##### (vi) the location and number of the Borrower’s account to which fundsare to be disbursed, which shall comply with the requirements ofSection 2.06.

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If no election as to the Type of Borrowing isspecified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified withrespect to any requested Eurodollar Revolving Borrowing, then the Borrowershall be deemed to have selected an Interest Period of one month’sduration.  Promptly following receipt ofa  Borrowing Request in accordance withthis Section, the Administrative Agent shall advise each participating Lenderof the details thereof and of the amount of such Lender’s Loan to be made aspart of the requested Borrowing.

## SECTION 2.04. Swingline Loans.  (a)  Subject to the terms and conditions set forthherein, the Committed Swingline Lender agrees to make Committed Swingline Loansto the Borrower from time to time during the Revolving Availability Period, inan aggregate principal amount at any time outstanding that will not result in(i) the aggregate principal amount of outstanding Swingline Loans exceeding$40,000,000 or (ii) the sum of the total Revolving Exposures exceeding thetotal Revolving Commitments; provided that the Committed SwinglineLender shall not be required to make a Swingline Loan to refinance anoutstanding Swingline Loan.  Within theforegoing limits and subject to the terms and conditions set forth herein, theBorrower may borrow, prepay and reborrow Committed Swingline Loans.

### (b)  Torequest a Committed Swingline Loan, the Borrower shall notify theAdministrative Agent of such request by telephone (confirmed by telecopy), notlater than 1:00 p.m., New York City time, on the day of a proposedCommitted Swingline Loan.  Each suchnotice shall be irrevocable and shall specify the requested date (which shallbe a Business Day) and amount of the requested Committed Swingline Loan.  The Administrative Agent will promptly advisethe Committed Swingline Lender of any such notice received from theBorrower.  The Committed  Swingline Lender shall make each CommittedSwingline Loan available to the Borrower by means of a credit to the generaldeposit account of the Borrower with the Committed Swingline Lender (or, in thecase of a Committed Swingline Loan made to finance the reimbursement of an LCDisbursement as provided in Section 2.05(e), by remittance to theapplicable Issuing Bank) by 3:00 p.m., New York City time, on therequested date of such Committed Swingline Loan.

### (c) The Committed Swingline Lender may by written notice given to theAdministrative Agent not later than 10:00 a.m., New York City time, on anyBusiness Day require the Revolving Lenders to acquire participations on suchBusiness Day in all or a portion of the Committed Swingline Loansoutstanding.  Such notice shall specifythe aggregate amount of Committed Swingline Loans in which Revolving Lenderswill participate.  Promptly upon receiptof such notice, the Administrative Agent will give notice thereof to eachRevolving Lender, specifying in such notice such Lender’s Applicable Percentageof such Committed Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, uponreceipt of notice as provided above, to pay to the Administrative Agent, forthe account of the Committed Swingline Lender, such Lender’s ApplicablePercentage of such Committed Swingline Loan or Loans.  Each Revolving Lender acknowledges and agreesthat its obligation to acquire participations in Committed Swingline Loanspursuant to this paragraph is absolute and unconditional and shall not beaffected by any circumstance whatsoever, including the

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### occurrence and continuance of a Default or reduction or termination ofthe Commitments, and that each such payment shall be made without any offset,abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under thisparagraph by wire transfer of immediately available funds, in the same manneras provided in Section 2.06 with respect to Loans made by such Lender (andSection 2.06 shall apply, mutatismutandis, to the paymentobligations of the Revolving Lenders), and the Administrative Agent shallpromptly pay to the Committed Swingline Lender the amounts so received by itfrom the Revolving Lenders.  TheAdministrative Agent shall notify the Borrower of any participations in anyCommitted Swingline Loan acquired pursuant to this paragraph, and thereafterpayments in respect of such Committed Swingline Loan shall be made to theAdministrative Agent and not to the Committed Swingline Lender.  Any amounts received by the CommittedSwingline Lender from the Borrower (or other party on behalf of the Borrower)in respect of a Committed Swingline Loan after receipt by the CommittedSwingline Lender of the proceeds of a sale of participations therein shall bepromptly remitted to the Administrative Agent; any such amounts received by theAdministrative Agent shall be promptly remitted by the Administrative Agent tothe Revolving Lenders that shall have made their payments pursuant to thisparagraph and to the Committed Swingline Lender, as their interests may appear;provided that any such payment so remitted shall be repaid to theCommitted Swingline Lender or to the Administrative Agent, as applicable, ifand to the extent such payment is required to be refunded to the Borrower forany reason.  The purchase ofparticipations in a Committed Swingline Loan pursuant to this paragraph shallnot relieve the Borrower of any default in the payment thereof.

### (d) Any Revolving Lender, Tranche E Lender or Delayed Draw Lender may(but shall not have any obligation to) agree to make, and make, UncommittedSwingline Loans to the Borrower from time to time during the RevolvingAvailability Period, in an aggregate principal amount at any time outstandingthat will not result in (i) the aggregate principal amount of outstandingSwingline Loans exceeding $40,000,000 or (ii) the sum of the totalRevolving Exposures exceeding the total Revolving Commitments; providedthat an Uncommitted Swingline Loan shall not be borrowed to refinance anoutstanding Swingline Loan.  Within theforegoing limits and subject to the terms and conditions set forth herein, theBorrower may borrow, prepay and reborrow Uncommitted Swingline Loans.

### (e) Any Uncommitted Swingline Loan may be made pursuant to such proceduresas shall be separately agreed between the Borrower and the relevant Lender,subject to the following provisions of this paragraph.  Each Lender in respect of an UncommittedSwingline Loan that is not the same Person as the Person serving as theAdministrative Agent shall notify the Administrative Agent of (i) theamount of such Uncommitted Swingline Loan prior to making such Loan and(ii) any repayment of the principal of such Uncommitted Swingline Loan (inwhole or in part) and the amount of such repayment, promptly upon receipt ofsuch repayment.

### (f)  Itis understood that paragraph (c) of this Section shall not apply to UncommittedSwingline Loans and the Revolving Lenders shall not have any obligation toacquire participations in such Loans.

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## SECTION 2.05. Letters of Credit. (a)  General.  Subject to the terms and conditions set forthherein, the Borrower may request the issuance of Letters of Credit for its ownaccount, in a form reasonably acceptable to the Administrative Agent and theapplicable Issuing Bank, at any time and from time to time during the RevolvingAvailability Period.  In the event of anyinconsistency between the terms and conditions of this Agreement and the termsand conditions of any form of letter of credit application or other agreementsubmitted by the Borrower to, or entered into by the Borrower with, any IssuingBank relating to any Letter of Credit, the terms and conditions of thisAgreement shall control.

### (b)  Noticeof Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit(or the amendment, renewal or extension of an outstanding Letter of Credit),the Borrower shall hand deliver or telecopy (or transmit by electroniccommunication, if arrangements for doing so have been approved by the applicableIssuing Bank) to the relevant Issuing Bank selected by the Borrower to issuesuch Letter of Credit and the Administrative Agent (reasonably in advance ofthe requested date of issuance, amendment, renewal or extension) a noticerequesting the issuance of a Letter of Credit, or identifying the Letter ofCredit to be amended, renewed or extended, and specifying the date of issuance,amendment, renewal or extension (which shall be a Business Day), the date onwhich such Letter of Credit is to expire (which shall comply withparagraph (c) of this Section), the amount of such Letter of Credit, thename and address of the beneficiary thereof and such other information as shallbe necessary to prepare, amend, renew or extend such Letter of Credit.  If requested by the applicable Issuing Bank,the Borrower also shall submit a letter of credit application on such IssuingBank’s standard form in connection with any request for a Letter ofCredit.  A Letter of Credit shall beissued, amended, renewed or extended only if (and upon issuance, amendment,renewal or extension of each Letter of Credit the Borrower shall be deemed torepresent and warrant that), after giving effect to such issuance, amendment,renewal or extension (i) the LC Exposure shall not exceed $150,000,000 and(ii) the total Revolving Exposures shall not exceed the total RevolvingCommitments.

### (c)  ExpirationDate.  Each Letter of Credit shallexpire at or prior to the close of business on the earlier of (i) the dateone year after the date of the issuance of such Letter of Credit (or, in thecase of any renewal or extension thereof, one year after such renewal orextension), subject to renewal provisions reasonably acceptable to theapplicable Issuing Bank (which shall in any event permit such Issuing Bank todisallow renewal) and (ii) the date that is five Business Days prior tothe Revolving Maturity Date.

### (d)  Participations.  By the issuance of a Letter of Credit (or anamendment to a Letter of Credit increasing the amount thereof) and without anyfurther action on the part of the applicable Issuing Bank or the Lenders, theIssuing Bank in respect of such Letter of Credit hereby grants to eachRevolving Lender, and each Revolving Lender hereby acquires from such IssuingBank, a participation in such Letter of Credit equal to such Lender’sApplicable Percentage of the aggregate amount available to be drawn under suchLetter of Credit.  In consideration andin furtherance of the foregoing, each Revolving Lender hereby absolutely andunconditionally agrees to pay to the

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### Administrative Agent, for the account of the applicable Issuing Bank,such Lender’s Applicable Percentage of each LC Disbursement made by suchIssuing Bank and not reimbursed by the Borrower on the date due as provided inparagraph (e) of this Section, or of any reimbursement payment required tobe refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquireparticipations pursuant to this paragraph in respect of Letters of Credit isabsolute and unconditional and shall not be affected by any circumstancewhatsoever, including any amendment, renewal or extension of any Letter ofCredit or the occurrence and continuance of a Default or reduction ortermination of the Commitments, and that each such payment shall be madewithout any offset, abatement, withholding or reduction whatsoever.

### (e)  Reimbursement.  If an Issuing Bank shall make any LCDisbursement in respect of a Letter of Credit, the Borrower shall reimbursesuch LC Disbursement by paying to the Administrative Agent an amount equal tosuch LC Disbursement not later than 12:00 noon, New York City time, on(i) the date that such LC Disbursement is made, if the Borrower shall havereceived notice of such LC Disbursement prior to 10:00 a.m., New York Citytime, on the Business Day immediately preceding the date that such LCDisbursement is made or (ii) otherwise, the Business Day immediatelyfollowing the later of the date that such LC Disbursement is made or the dateof receipt by the Borrower of notice of such LC Disbursement; providedthat, if such LC Disbursement is not less than the applicable minimum borrowingamount, the Borrower may, subject to the conditions to borrowing set forthherein, request in accordance with Section 2.03 or 2.04 that such paymentbe financed with an ABR Revolving Borrowing or Swingline Loan in an equivalentamount and, to the extent so financed, the Borrower’s obligation to make suchpayment shall be discharged and replaced by the resulting ABR Revolving Borrowingor Swingline Loan.  If the Borrower failsto make such payment when due, the Administrative Agent shall notify eachRevolving Lender of the applicable LC Disbursement, the payment then due fromthe Borrower in respect thereof and such Lender’s Applicable Percentagethereof.  Promptly following receipt ofsuch notice, each Revolving Lender shall pay to the Administrative Agent itsApplicable Percentage of the payment then due from the Borrower, in the samemanner as provided in Section 2.06 with respect to Loans made by suchLender (and Section 2.06 shall apply, mutatismutandis, tothe payment obligations of the Revolving Lenders), and the Administrative Agentshall promptly pay to the applicable Issuing Bank the amounts so received by itfrom the Revolving Lenders.  Promptlyfollowing receipt by the Administrative Agent of any payment from the Borrowerpursuant to this paragraph, the Administrative Agent shall distribute suchpayment to the applicable Issuing Bank or, to the extent that Revolving Lendershave made payments pursuant to this paragraph to reimburse such Issuing Bank,then to such Lenders and such Issuing Bank as their interests may appear.  Any payment made by a Revolving Lenderpursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement(other than the funding of ABR Revolving Loans or a Swingline Loan ascontemplated above) shall not constitute a Loan and shall not relieve theBorrower of its obligation to reimburse such LC Disbursement.

### (f)  ObligationsAbsolute.  The Borrower’s obligationto reimburse LC Disbursements as provided in paragraph (e) of this Sectionshall be absolute, unconditional and irrevocable, and shall be performedstrictly in accordance with the

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### terms of this Agreement under any and all circumstances whatsoever andirrespective of (i) any lack of validity or enforceability of any Letterof Credit or this Agreement, or any term or provision therein, (ii) anydraft or other document presented under a Letter of Credit proving to be forged,fraudulent or invalid in any respect or any statement therein being untrue orinaccurate in any respect, (iii) payment by an Issuing Bank under a Letterof Credit against presentation of a draft or other document that does notcomply with the terms of such Letter of Credit, or (iv) any other event orcircumstance whatsoever, whether or not similar to any of the foregoing, thatmight, but for the provisions of this Section, constitute a legal or equitabledischarge of, or provide a right of setoff against, the Borrower’s obligationshereunder.  Neither the AdministrativeAgent, the Lenders nor any Issuing Bank, nor any of their Related Parties,shall have any liability or responsibility by reason of or in connection withthe issuance or transfer of any Letter of Credit or any payment or failure tomake any payment thereunder (irrespective of any of the circumstances referredto in the preceding sentence), or any error, omission, interruption, loss ordelay in transmission or delivery of any draft, notice or other communicationunder or relating to any Letter of Credit (including any document required tomake a drawing thereunder), any error in interpretation of technical terms orany consequence arising from causes beyond the control of any Issuing Bank; providedthat the foregoing shall not be construed to excuse an Issuing Bank fromliability to the Borrower to the extent of any direct damages (as opposed toconsequential damages, claims in respect of which are hereby waived by theBorrower to the extent permitted by applicable law) suffered by the Borrowerthat are caused by such Issuing Bank’s failure to exercise care whendetermining whether drafts and other documents presented under a Letter ofCredit comply with the terms thereof. The parties hereto expressly agree that, in the absence of grossnegligence or wilful misconduct on the part of an Issuing Bank (as finallydetermined by a court of competent jurisdiction), such Issuing Bank shall bedeemed to have exercised care in each such determination.  In furtherance of the foregoing and withoutlimiting the generality thereof, the parties agree that, with respect todocuments presented which appear on their face to be in substantial compliancewith the terms of a Letter of Credit, the applicable Issuing Bank may, in itssole discretion, either accept and make payment upon such documents withoutresponsibility for further investigation, regardless of any notice orinformation to the contrary, or refuse to accept and make payment upon suchdocuments if such documents are not in strict compliance with the terms of suchLetter of Credit.

### (g)  DisbursementProcedures.  The applicable IssuingBank shall, promptly following its receipt thereof, examine all documentspurporting to represent a demand for payment under a Letter of Credit.  Such Issuing Bank shall promptly notify theAdministrative Agent and the Borrower by telephone (confirmed by telecopy) ofsuch demand for payment and whether such Issuing Bank has made or will make anLC Disbursement thereunder; provided that any failure to give or delayin giving such notice shall not relieve the Borrower of its obligation toreimburse such Issuing Bank and the Revolving Lenders with respect to any suchLC Disbursement.

### (h)  InterimInterest.  If an Issuing Bank shallmake any LC Disbursement, then, unless the Borrower shall reimburse such LCDisbursement in full on the date such LC Disbursement is made, the unpaidamount thereof shall bear interest, for each day

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### from and including the date such LC Disbursement is made to but excludingthe date that the Borrower reimburses such LC Disbursement, at the rate perannum then applicable to ABR Revolving Loans; provided that, if theBorrower fails to reimburse such LC Disbursement when due pursuant toparagraph (e) of this Section, then Section 2.13(d) shall apply.  Interest accrued pursuant to this paragraphshall be for the account of the applicable Issuing Bank, except that interestaccrued on and after the date of payment by any Revolving Lender pursuant toparagraph (e) of this Section to reimburse such Issuing Bank shall be forthe account of such Lender to the extent of such payment.

### (i)  Replacementor Termination of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement amongthe Borrower, the Administrative Agent, the replaced Issuing Bank and thesuccessor Issuing Bank.  An Issuing Bank’sobligations to issue additional Letters of Credit hereunder may be terminatedat any time by written agreement among the Borrower, the Administrative Agentand such Issuing Bank; provided that after giving effect thereto thereis at least one remaining Issuing Bank obligated to issue Letters ofCredit.  The Administrative Agent shallnotify the Lenders of any such replacement or termination of an IssuingBank.  At the time any such replacementor termination shall become effective, the Borrower shall pay all unpaid feesaccrued for the account of the replaced or terminated Issuing Bank pursuant toSection 2.12(b).  From and after theeffective date of any such replacement, the successor Issuing Bank shall haveall the rights and obligations of the replaced Issuing Bank under thisAgreement with respect to Letters of Credit to be issued thereafter.  After the replacement or termination of anIssuing Bank hereunder, the replaced or terminated Issuing Bank shall remain aparty hereto and shall continue to have all the rights and obligations of anIssuing Bank under this Agreement with respect to Letters of Credit issued byit prior to such replacement or termination, but shall not be required to issueadditional Letters of Credit.

### (j)  Additionof Issuing Bank.  Any RevolvingLender may at any time become an Issuing Bank hereunder by written agreementbetween the Borrower and such Revolving Lender, subject to notice to and theconsent (not to be unreasonably withheld) of the Administrative Agent.  From and after the effective date of any suchRevolving Lender becoming an Issuing Bank, such Revolving Lender shall have therights and obligations of an Issuing Bank under this Agreement.  Any Revolving Lender that becomes an IssuingBank shall not cease to be an Issuing Bank hereunder if it later ceases to be aRevolving Lender hereunder.

### (k)  CashCollateralization.  If any Event ofDefault shall occur and be continuing, on the Business Day that the Borrowerreceives notice from the Administrative Agent or the Required Lenders (or, ifthe maturity of the Loans has been accelerated, Revolving Lenders with LCExposure representing greater than 50% of the total LC Exposure) demanding thedeposit of cash collateral pursuant to this paragraph, the Borrower shalldeposit in an account with the Administrative Agent, in the name of theAdministrative Agent and for the benefit of the Lenders, an amount in cashequal to the LC Exposure as of such date plus any accrued and unpaid interestthereon; provided that the obligation to deposit such cash collateralshall become effective immediately, and such deposit shall become immediatelydue and payable, without demand or other notice

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of any kind, upon theoccurrence of any Event of Default with respect to the Borrower described inclause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraphas and to the extent required by Section 2.11(b).  Each such deposit shall be held by theAdministrative Agent as collateral for the payment and performance of theobligations of the Borrower under this Agreement.  The Administrative Agent shall have exclusivedominion and control, including the exclusive right of withdrawal, over suchaccount.  Other than any interest earnedon the investment of such deposits, which investments shall be made at theoption and sole discretion of the Administrative Agent and at the Borrower’srisk and expense, such deposits shall not bear interest.  Interest or profits, if any, on suchinvestments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent toreimburse any Issuing Bank for LC Disbursements for which it has not beenreimbursed and, to the extent not so applied, shall be held for thesatisfaction of the reimbursement obligations of the Borrower for the LCExposure at such time or, if the maturity of the Loans has been accelerated(but subject to the consent of Revolving Lenders with LC Exposure  representing greater than 50% of the total LCExposure), be applied to satisfy other obligations of the Borrower under thisAgreement.  If the Borrower is requiredto provide an amount of cash collateral hereunder as a result of the occurrenceof an Event of Default, such amount (to the extent not applied as aforesaid)shall be returned to the Borrower within three Business Days after all Eventsof Default have been cured or waived.

### (l)  CertainNotices by Issuing Banks.  EachIssuing Bank that is not the same Person as the Person serving as theAdministrative Agent shall notify the Administrative Agent of (i) theamount and expiration date of each Letter of Credit issued by such Issuing Bankat or prior to the time of issuance thereof, (ii) any amendment ormodification to any such Letter of Credit at or prior to the time of suchamendment or modification and (iii) any termination, surrender,cancelation or expiry of any such Letter of Credit at or prior to the time ofsuch termination, surrender, cancelation or expiration.

### (m)  ExistingLetters of Credit.  All ExistingLetters of Credit shall be deemed to be Letters of Credit issued under thisAgreement as of the Original Effective Date and thereupon shall constituteLetters of Credit for all purposes of the Loan Documents.

## SECTION 2.06. Funding of Borrowings. (a)  Each Lender shall make eachLoan to be made by it hereunder on the proposed date thereof by wire transferof immediately available funds by 12:00 noon, New York City time, to theaccount of the Administrative Agent most recently designated by it for suchpurpose by notice to the Lenders; provided that Swingline Loans shall bemade as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrowerby promptly crediting the amounts so received, in like funds, to an account ofthe Borrower maintained with the Administrative Agent in New York City anddesignated by the Borrower in the applicable Borrowing Request; providedthat ABR Revolving Loans made to finance the reimbursement of an LCDisbursement as provided in Section 2.05(e) shall be remitted by theAdministrative Agent to the applicable Issuing Bank.

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### (b) Unless the Administrative Agent shall have received notice from a Lenderprior to the proposed date of any Borrowing that such Lender will not makeavailable to the Administrative Agent such Lender’s share of such Borrowing,the Administrative Agent may assume that such Lender has made such shareavailable on such date in accordance with paragraph (a) of this Sectionand may, in reliance upon such assumption, make available to the Borrower acorresponding amount.  In such event, ifa Lender has not in fact made its share of the applicable Borrowing availableto the Administrative Agent, then the applicable Lender and the Borrowerseverally agree to pay to the Administrative Agent forthwith on demand suchcorresponding amount with interest thereon, for each day from and including thedate such amount is made available to the Borrower to but excluding the date ofpayment to the Administrative Agent, at (i) in the case of such Lender,the greater of the Federal Funds Effective Rate and a rate determined by theAdministrative Agent in accordance with banking industry rules on interbankcompensation or (ii) in the case of the Borrower, the interest rateapplicable to ABR Loans.  If such Lenderpays such amount to the Administrative Agent, then such amount shall constitutesuch Lender’s Loan included in such Borrowing.

## SECTION 2.07. Interest Elections. (a)  Each Revolving Borrowing andTerm Borrowing initially shall be of the Type specified in the applicableBorrowing Request and, in the case of a Eurodollar Borrowing, shall have aninitial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convertsuch Borrowing to a different Type or to continue such Borrowing and, in thecase of a Eurodollar Borrowing, may elect Interest Periods therefor, all asprovided in this Section.  The Borrowermay elect different options with respect to different portions of the affectedBorrowing, in which case each such portion shall be allocated ratably among theLenders holding the Loans comprising such Borrowing, and the Loans comprisingeach such portion shall be considered a separate Borrowing.  This Section shall not apply to SwinglineBorrowings, which may not be converted or continued.

### (b)  Tomake an election pursuant to this Section, the Borrower shall notify theAdministrative Agent of such election by telephone by the time that a BorrowingRequest would be required under Section 2.03 if the Borrower wererequesting a Revolving Borrowing of the Type resulting from such election to bemade on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable andshall be confirmed promptly by hand delivery or telecopy to the AdministrativeAgent of a written Interest Election Request in a form approved by theAdministrative Agent and signed by the Borrower.

### (c) Each telephonic and written Interest Election Request shall specify thefollowing information in compliance with Section 2.02:

##### (i) the Borrowing to which such Interest Election Request applies and,if different options are being elected with respect to different portionsthereof, the portions thereof to be allocated to each resulting Borrowing (inwhich case the information to be specified pursuant to clauses (iii) and(iv) below shall be specified for each resulting Borrowing);

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##### (ii) the effective date of the election made pursuant to such InterestElection Request, which shall be a Business Day;

##### (iii) whether the resulting Borrowing is to be an ABR Borrowing or aEurodollar Borrowing; and

##### (iv) if the resulting Borrowing is a Eurodollar Borrowing, the InterestPeriod to be applicable thereto after giving effect to such election, whichshall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests aEurodollar Borrowing but does not specify an Interest Period, then the Borrowershall be deemed to have selected an Interest Period of one month’s duration.

### (d) Promptly following receipt of an Interest Election Request, theAdministrative Agent shall advise each Lender of the details thereof and ofsuch Lender’s portion of each resulting Borrowing.

### (e)  Ifthe Borrower fails to deliver a timely Interest Election Request with respectto a Eurodollar Borrowing prior to the end of the Interest Period applicablethereto, then, unless such Borrowing is repaid as provided herein, at the endof such Interest Period such Borrowing shall be converted to an ABRBorrowing.  Notwithstanding any contraryprovision hereof, if an Event of Default has occurred and is continuing and theAdministrative Agent, at the request of the Required Lenders, so notifies theBorrower, then, so long as an Event of Default is continuing (i) nooutstanding Borrowing may be converted to or continued as a EurodollarBorrowing and (ii) unless repaid, each Eurodollar Borrowing shall beconverted to an ABR Borrowing at the end of the Interest Period applicablethereto.

## SECTION 2.08. Termination and Reduction of Commitments.  (a) Unless previously terminated, the Revolving Commitments shall terminateon the Revolving Maturity Date.  TheTranche E Commitments terminated on the Third Restatement Effective Date uponfunding of the Tranche E Term Loans. Unless previously terminated, the Delayed Draw Commitments shallterminate on the earlier of the date on which Delayed Draw Term Loans areborrowed hereunder (after giving effect to the borrowing thereof) and the closeof business on November 1, 2007.

### (b) The Borrower may at any time terminate, or from time to time reduce, theCommitments of any Class; provided that (i) each reduction of theCommitments of any Class shall be in an amount that is an integral multiple of$1,000,000 and not less than $5,000,000 and (ii) the Borrower shall notterminate or reduce the Revolving Commitments if, after giving effect to anyconcurrent prepayment of the Revolving Loans in accordance withSection 2.11, the sum of the Revolving Exposures would exceed the totalRevolving Commitments.

### (c) The Borrower shall notify the Administrative Agent of any election toterminate or reduce the Commitments of any Class under paragraph (b) ofthis Section at least three Business Days prior to the effective date of suchtermination or reduction,

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### specifying such election and the effective date thereof.  Promptly following receipt of any suchnotice, the Administrative Agent shall advise the Lenders of the applicableClass of the contents thereof.  Eachnotice delivered by the Borrower pursuant to this Section shall be irrevocable;provided that a notice of termination of the Revolving Commitmentsdelivered by the Borrower may state that such notice is conditioned upon theeffectiveness of other credit facilities, in which case such notice may berevoked by the Borrower (by notice to the Administrative Agent on or prior tothe specified effective date) if such condition is not satisfied.  Any termination or reduction of theCommitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratablyamong the Lenders in accordance with their respective Commitments of suchClass.

## SECTION 2.09. Repayment of Loans; Evidence of Debt.  (a) The Borrower hereby unconditionally promises to pay (i) to theAdministrative Agent for the account of each Lender the then unpaid principalamount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) tothe Administrative Agent for the account of each Lender the then unpaidprincipal amount of each Tranche E Term Loan of such Lender as provided inSection 2.10, (iii) to the Administrative Agent for the account ofeach Lender the then unpaid principal amount of each Delayed Draw Term Loan ofsuch Lender as provided in Section 2.10 and (iv) to each SwinglineLender the then unpaid principal amount of each Swingline Loan of such Lenderon the earlier of the Revolving Maturity Date and the date that is fiveBusiness Days after such Swingline Loan is made; provided that on eachdate that a Revolving Borrowing is made, the Borrower shall repay all SwinglineLoans that were outstanding on the date such Borrowing was requested.

### (b) Each Lender shall maintain in accordance with its usual practice anaccount or accounts evidencing the indebtedness of the Borrower to such Lenderresulting from each Loan made by such Lender, including the amounts ofprincipal and interest payable and paid to such Lender from time to timehereunder.

### (c) The Administrative Agent shall maintain accounts in which it shallrecord (i) the amount of each Loan made to the Borrower hereunder, theClass and Type thereof and the Interest Period applicable thereto, (ii) theamount of any principal or interest due and payable or to become due andpayable from the Borrower to each Lender hereunder and (iii) the amount ofany sum received by the Administrative Agent hereunder for the account of theLenders and each Lender’s share thereof.

### (d)  Theentries made in the accounts maintained pursuant to paragraph (b) or (c)of this Section shall be primafacie evidence of the existenceand amounts of the obligations recorded therein; provided that thefailure of any Lender or the Administrative Agent to maintain such accounts orany error therein shall not in any manner affect the obligations of theBorrower to repay the Loans in accordance with the terms of this Agreement.

### (e) Any Lender may request that Loans of any Class made by it be evidencedby a promissory note.  In such event, theBorrower shall prepare, execute and deliver to such Lender a promissory notepayable to the order of such Lender (or, if

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### requested by such Lender, to such Lender and its registered assigns)and in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced by suchpromissory note and interest thereon shall at all times (including afterassignment pursuant to Section 9.04) be represented by one or more promissorynotes in such form payable to the order of the payee named therein (or, if suchpromissory note is a registered note, to such payee and its registeredassigns).

## SECTION 2.10. Amortization of Term Loans. (a)  Subject to adjustmentpursuant to paragraph (d) of this Section, the Borrower shall repayTranche E Term Borrowings on each date set forth below in the aggregateprincipal amount set forth opposite such date:

| Date                    | ** ** | **Amount** | ** **  |
|-------------------------|------------|------------|-------------|
| June 30, 2007           |       | $          | 1,312,500   |   |
| September 30,  2007     |       | $          | 1,312,500   |   |
| December 31,  2007      |       | $          | 1,312,500   |   |
| March 31, 2008          |       | $          | 1,312,500   |   |
| June 30, 2008           |       | $          | 1,312,500   |   |
| September 30,  2008     |       | $          | 1,312,500   |   |
| December 31,  2008      |       | $          | 1,312,500   |   |
| March 31, 2009          |       | $          | 1,312,500   |   |
| June 30, 2009           |       | $          | 1,312,500   |   |
| September 30,  2009     |       | $          | 1,312,500   |   |
| December 31,  2009      |       | $          | 1,312,500   |   |
| March 31, 2010          |       | $          | 1,312,500   |   |
| June 30, 2010           |       | $          | 1,312,500   |   |
| September 30,  2010     |       | $          | 1,312,500   |   |
| December 31,  2010      |       | $          | 1,312,500   |   |
| March 31, 2011          |       | $          | 1,312,500   |   |
| June 30, 2011           |       | $          | 1,312,500   |   |
| September 30,  2011     |       | $          | 1,312,500   |   |
| December 31,  2011      |       | $          | 1,312,500   |   |
| March 31, 2012          |       | $          | 1,312,500   |   |
| June 30, 2012           |       | $          | 1,312,500   |   |
| September 30,  2012     |       | $          | 1,312,500   |   |
| December 31,  2012      |       | $          | 1,312,500   |   |
| March 31, 2013          |       | $          | 1,312,500   |   |
| June 30, 2013           |       | $          | 1,312,500   |   |
| September 30,  2013     |       | $          | 246,093,750 |   |
| Tranche E Maturity Date |       | $          | 246,093,750 |   |

 

### (b) Subject to adjustment pursuant to paragraph (d) of this Section,the Borrower shall repay Delayed Draw Term Loans (i) in consecutivequarterly installments on each March 31, June 30, September 30and December 31 ending after the date on which any Delayed Draw Term Loansare borrowed, commencing on December 31, 2007, and ending on and includingJune 30, 2013, in an amount for each such date equal to 0.25% of theaggregate original principal amount of all Delayed Draw Term Loans

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### borrowed, and (ii) on each of September 30, 2013, and theDelayed Draw Maturity Date in installments equal to 47.125% of the aggregateoriginal principal amount of all Delayed Draw Term Loans borrowed.

### (c)  Tothe extent not previously paid (i) all Tranche E Term Loans shall bedue and payable on the Tranche E Maturity Date and (ii) all DelayedDraw Term Loans shall be due and payable on the Delayed Draw Maturity Date.

### (d) Any prepayment of a Term Borrowing of any Class shall be applied toreduce the subsequent scheduled repayments of the Term Borrowings of such Classto be made pursuant to this Section in the direct chronological order ofmaturity.  If the initial aggregateamount of the Lenders’ Tranche E Commitments exceeds the aggregateprincipal amount of Tranche E Term Loans made on the Third RestatementEffective Date, then the scheduled repayments of Tranche E Term Borrowingsto be made pursuant to this Section shall be reduced ratably by an aggregateamount equal to such excess.

### (e) Prior to any repayment of any Term Borrowings of any Class hereunder,the Borrower shall select the Borrowing or Borrowings of such Class to berepaid and shall notify the Administrative Agent by telephone (confirmed bytelecopy) of such selection not later than 11:00 a.m., New York City time,three Business Days before the scheduled date of such repayment.  Each repayment of a Term Borrowing shall beapplied ratably to the Loans included in the repaid Borrowing.  Repayments of Term Borrowings shall beaccompanied by accrued interest on the amount repaid.

## SECTION 2.11. Prepayment of Loans. (a)  The Borrower shall have theright at any time and from time to time to prepay any Borrowing in whole or inpart, subject to the requirements of this Section.

### (b)  Inthe event and on each occasion that the sum of the Revolving Exposures exceedsthe total Revolving Commitments, the Borrower shall prepay Revolving Borrowingsor Swingline Borrowings (or, if no such Borrowings are outstanding, depositcash collateral in an account with the Administrative Agent pursuant toSection 2.05(k)) in an aggregate amount equal to such excess.

### (c)  Inthe event and on each occasion that any Net Proceeds are received by or onbehalf of Holdings, the Borrower or any Subsidiary in respect of any PrepaymentEvent, the Borrower shall, within three Business Days after such Net Proceedsare so received, prepay Term Borrowings in accordance with paragraph (e) belowin an aggregate amount equal to 100% of such Net Proceeds; providedthat, in the case of any event described in clause (a) or (b) of thedefinition of the term Prepayment Event and subject to Section 6.06, ifthe Borrower shall deliver to the Administrative Agent a certificate of aFinancial Officer of the Borrower to the effect that the Borrower or itsSubsidiaries intend to apply the Net Proceeds from such event (or a portionthereof specified in such certificate), within 360 days after receipt ofsuch Net Proceeds, to acquire real property, equipment or other tangible assetsto be used in the business of the Borrower or its Subsidiaries, and certifyingthat no Default has occurred and is continuing, then no prepayment shall berequired pursuant to this paragraph in respect of

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### the Net Proceeds in respect of such event (or the portion of such NetProceeds specified in such certificate, if applicable) except to the extent ofany such Net Proceeds therefrom that have not been so applied by the end ofsuch 360-day period, at which time a prepayment shall be required in an amountequal to such Net Proceeds that have not been so applied.  In addition, in the event and on eachoccasion that the Borrower or any Subsidiary shall sell, lease or otherwisedispose of any asset (whether or not such transaction shall constitute aPrepayment Event), if the Borrower would be required to prepay or redeem, or tooffer to prepay or redeem, any Subordinated Debt or any Senior Unsecured Debtas a result of such transaction unless the proceeds of such transaction areapplied within a specified period to prepay Term Borrowings (or otherwisereinvested as permitted in accordance with the terms of such Subordinated Debtor Senior Unsecured Debt, as applicable), then the Borrower shall (unless suchproceeds are otherwise reinvested within the specified period in a manner thatrelieves the Borrower of any such requirement in respect of the SubordinatedDebt or Senior Unsecured Debt, as applicable) prepay Term Borrowings inaccordance with paragraph (e) below within such specified period to the extentnecessary to relieve the Borrower of any such requirement.

### (d) Following the end of each fiscal year of the Borrower, commencing withthe fiscal year ending December 31, 2007, the Borrower shall prepay TermBorrowings in accordance with paragraph (e) below in an aggregate amount equalto the excess, if any, of (A) 50% of Excess Cash Flow for such fiscal yearover (B) the aggregate principal amount of Term Loans optionally prepaidduring the period from and including March 31 of the fiscal year for whichExcess Cash Flow is being calculated to but excluding March 31 of thefiscal year during which such prepayment is being made (or, if earlier, thedate on which such prepayment is made); provided that (i) theaggregate prepayment amount required by this paragraph in respect of a fiscalyear shall be calculated based upon 25% (instead of 50%) of Excess Cash Flowfor such fiscal year if the Leverage Ratio is less than 4.0 to 1.0 on the lastday of such fiscal year and (ii) no prepayment shall be required by thisparagraph in respect of Excess Cash Flow for any fiscal year if the LeverageRatio is less than 3.5 to 1.0 on the last day of such fiscal year.  Each prepayment pursuant to this paragraphshall be made on or before the date on which financial statements are deliveredpursuant to Section 5.01 with respect to the fiscal year for which ExcessCash Flow is being calculated (and in any event within 90 days after theend of such fiscal year).

### (e) Prior to any optional or mandatory prepayment of Borrowings under thisSection, the Borrower shall select the Borrowing or Borrowings to be prepaidand shall specify such selection in the notice of such prepayment pursuant toparagraph (f) of this Section.  Inthe event of any such optional or mandatory prepayment of Term Borrowings madeat a time when Term Borrowings of both Classes remain outstanding, the Borrowershall select Term Borrowings to be prepaid so that the aggregate amount of suchprepayment is allocated between the Tranche E Term Borrowings and Delayed DrawBorrowings pro rata based on the aggregate principal amount of then outstandingBorrowings of each such Class.

### (f) The Borrower shall notify the Administrative Agent (and, in the case ofprepayment of a Swingline Loan, the relevant Swingline Lender) by telephone

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### (confirmed by telecopy) of any prepayment hereunder (i) in thecase of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.,New York City time, three Business Days before the date of prepayment,(ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, oneBusiness Day before the date of prepayment or (iii) in the case ofprepayment of a Swingline Loan, not later than 12:00 noon, New York Citytime, on the date of prepayment.  Eachsuch notice shall be irrevocable and shall specify the prepayment date, theprincipal amount of each Borrowing or portion thereof to be prepaid and, in thecase of a mandatory prepayment, a reasonably detailed calculation of the amountof such prepayment; provided that, if a notice of optional prepayment isgiven in connection with a conditional notice of termination of the RevolvingCommitments as contemplated by Section 2.08, then such notice ofprepayment may be revoked if such notice of termination is revoked inaccordance with Section 2.08. Promptly following receipt of any such notice (other than a noticerelating solely to Swingline Loans), the Administrative Agent shall advise therelevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount thatwould be permitted in the case of an advance of a Borrowing of the same Type asprovided in Section 2.02, except as necessary to apply fully the requiredamount of a mandatory prepayment.  Eachprepayment of a Borrowing shall be applied ratably to the Loans included in theprepaid Borrowing.  Prepayments shall beaccompanied by accrued interest to the extent required by Section 2.13.

### (g) All prepayments of Tranche E Term Loans or Delayed Draw Term Loanseffected on or prior to the date that is one year after the Third RestatementEffective Date with the proceeds of a substantially concurrent issuance orincurrence of new secured credit facilities (excluding a refinancing of all thefacilities outstanding under this Agreement in connection with anothertransaction not permitted by this Agreement (as determined prior to givingeffect to any amendment or waiver of this Agreement being adopted in connectionwith such transaction)****so long as theprimary purpose of such transaction is not to refinance Indebtedness hereunderat an Applicable Rate or similar interest rate spread more favorable to theBorrower), shall be accompanied by a prepayment fee equal to 1.00% of theaggregate amount of such prepayments if the Applicable Rate or similar interestrate spread applicable to such new term loans is or, upon the satisfaction ofcertain conditions, could be less than the Applicable Rate applicable to theTranche E Term Loans or Delayed Draw Term Loans, as the case may be, as of theThird Restatement Effective Date.

## SECTION 2.12. Fees.  (a)  The Borrower agrees to pay to theAdministrative Agent (i) for the account of each Revolving Lender acommitment fee, which shall accrue at the rate of 0.50% per annum on theaverage daily unused amount of the Revolving Commitment of such Lender duringthe period from and including the Original Effective Date to but excluding thedate on which such Revolving Commitment terminates and (ii) for theaccount of each Delayed Draw Loan Lender a commitment fee, which shall accrueat the rate of 1.50% per annum on the daily unused amount of the Delayed DrawCommitment of such Lender during the period from and including the ThirdRestatement Effective Date to but excluding the date on which such Delayed DrawCommitment terminates.  Accruedcommitment fees shall be payable in arrears on the last day of March, June,September and December of each year and on the date on which

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## the Commitments of the applicable Class terminate, commencing on thefirst such date to occur after the Third Restatement Effective Date.  All commitment fees shall be computed on thebasis of a year of 360 days and shall be payable for the actual number ofdays elapsed (including the first day but excluding the last day).  For purposes of computing commitment fees, aRevolving Commitment of a Lender shall be deemed to be used to the extent ofthe outstanding Revolving Loans and LC Exposure of such Lender (and theSwingline Exposure of such Lender shall be disregarded for such purpose).

### (b) The Borrower agrees to pay (i) to the Administrative Agent for theaccount of each Revolving Lender a participation fee with respect to itsparticipations in Letters of Credit, which shall accrue at the same ApplicableRate as applicable for purposes of determining the interest rate applicable toEurodollar Revolving Loans on the average daily amount of such Lender’s LCExposure (excluding any portion thereof attributable to unreimbursed LCDisbursements) during the period from and including the Original Effective Dateto but excluding the later of the date on which such Lender’s RevolvingCommitment terminates and the date on which such Lender ceases to have any LCExposure, and (ii) to each Issuing Bank a fronting fee, which shall accrueat the rate of 0.25% per annum (or such other rate separately agreed uponbetween the Borrower and such Issuing Bank) on the average daily amount of theLC Exposure attributable to Letters of Credit issued by such Issuing Bank(excluding any portion thereof attributable to unreimbursed LC Disbursements)during the period from and including the Original Effective Date to butexcluding the later of the date of termination of the Revolving Commitments andthe date on which there ceases to be any such LC Exposure, as well as suchIssuing Bank’s standard fees with respect to the issuance, amendment, renewalor extension of any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees accruedthrough and including the last day of March, June, September and December ofeach year shall be payable on the third Business Day following such last day,commencing on the first such date to occur after the Original Effective Date; providedthat all such fees shall be payable on the date on which the RevolvingCommitments terminate and any such fees accruing after the date on which theRevolving Commitments terminate shall be payable on demand.  Any other fees payable to an Issuing Bankpursuant to this paragraph shall be payable within 10 days after demand.  All participation fees and fronting feesshall be computed on the basis of a year of 360 days and shall be payablefor the actual number of days elapsed (including the first day but excludingthe last day).

### (c) The Borrower agrees to pay to the Administrative Agent, for its ownaccount, fees payable in the amounts and at the times separately agreed to bepayable to the Administrative Agent.

### (d) All fees payable hereunder shall be paid on the dates due, inimmediately available funds, to the Administrative Agent (or to the applicableIssuing Bank, in the case of fees payable to it) for distribution, in the caseof commitment fees and participation fees, to the Lenders entitledthereto.  Fees paid shall not berefundable under any circumstances.

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## SECTION 2.13. Interest.  (a)  The Loans comprising each ABR Borrowing(including each Committed Swingline Loan) shall bear interest at the AlternateBase Rate plus the Applicable Rate.

### (b) The Loans comprising each Eurodollar Borrowing shall bear interest atthe Adjusted LIBO Rate for the Interest Period in effect for such Borrowingplus the Applicable Rate.

### (c) Each Uncommitted Swingline Loan shall bear interest at such rate perannum as shall be separately agreed by the Borrower and the relevantUncommitted Swingline Lender; provided that such rate shall not exceedthe rate applicable to ABR Revolving Loans as provided in paragraph (a) of thisSection.

### (d) Notwithstanding the foregoing, if any principal of or interest on anyLoan or any fee or other amount payable by the Borrower hereunder is not paidwhen due, whether at stated maturity, upon acceleration or otherwise, suchoverdue amount shall bear interest, after as well as before judgment, at a rateper annum equal to (i) in the case of overdue principal of any Loan, 2%plus the rate otherwise applicable to such Loan as provided in the precedingparagraphs of this Section or (ii) in the case of any other amount, 2%plus the rate applicable to ABR Revolving Loans as provided inparagraph (a) of this Section.

### (e) Accrued interest on each Loan shall be payable in arrears on eachInterest Payment Date for such Loan and, in the case of Revolving Loans, upontermination of the Revolving Commitments; provided that(i) interest accrued pursuant to paragraph (c) of this Section shallbe payable on demand, (ii) in the event of any repayment or prepayment ofany Loan (other than a prepayment of an ABR Revolving Loan prior to the end ofthe Revolving Availability Period), accrued interest on the principal amountrepaid or prepaid shall be payable on the date of such repayment or prepaymentand (iii) in the event of any conversion of any Eurodollar Loan prior tothe end of the current Interest Period therefor, accrued interest on such Loanshall be payable on the effective date of such conversion.

### (f) All interest hereunder shall be computed on the basis of a year of360 days, except that interest computed by reference to the Alternate BaseRate at times when the Alternate Base Rate is based on the Prime Rate shall becomputed on the basis of a year of 365 days (or 366 days in a leapyear), and in each case shall be payable for the actual number of days elapsed(including the first day but excluding the last day).  The applicable Alternate Base Rate orAdjusted LIBO Rate shall be determined by the Administrative Agent, and suchdetermination shall be conclusive absent manifest error.

## SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a EurodollarBorrowing:

#### (a)  the Administrative Agentdetermines (which determination shall be conclusive absent manifest error) thatadequate and reasonable means do not exist for ascertaining the Adjusted LIBORate for such Interest Period; or

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#### (b)  the Administrative Agent isadvised by the Required Lenders that the Adjusted LIBO Rate for such InterestPeriod will not adequately and fairly reflect the cost to such Lenders ofmaking or maintaining their Loans included in such Borrowing for such InterestPeriod;

then the Administrative Agent shall give noticethereof to the Borrower and the Lenders by telephone or telecopy as promptly aspracticable thereafter and, until the Administrative Agent notifies theBorrower and the Lenders that the circumstances giving rise to such notice nolonger exist, (i) any Interest Election Request that requests theconversion of any Borrowing to, or continuation of any  Borrowing as, a Eurodollar Borrowing shall beineffective and (ii) if any Borrowing Request requests a EurodollarBorrowing, such Borrowing shall be made as an ABR Borrowing.

## SECTION 2.15. Increased Costs.  (a)  If any Change in Law shall:

##### (i) impose, modify or deem applicable any reserve, special deposit orsimilar requirement against assets of, deposits with or for the account of, orcredit extended by, any Lender (except any such reserve requirement reflectedin the Adjusted LIBO Rate) or any Issuing Bank; or

##### (ii) impose on any Lender or any Issuing Bank or the London interbankmarket any other condition affecting this Agreement or Eurodollar Loans made bysuch Lender or any Letter of Credit issued by such Issuing Bank orparticipation therein;

and the result of any of the foregoing shall be toincrease the cost to such Lender of making or maintaining any Eurodollar Loan(or of maintaining its obligation to make any such Loan) or to increase the costto such Lender or such Issuing Bank of participating in, issuing or maintainingany Letter of Credit or to reduce the amount of any sum received or receivableby such Lender or such Issuing Bank hereunder (whether of principal, interestor otherwise), then the Borrower agrees to pay to such Lender or such IssuingBank, as the case may be, such additional amount or amounts as will compensatesuch Lender or such Issuing Bank, as the case may be, for such additional costsincurred or reduction suffered.

### (b)  Ifany Lender or an Issuing Bank determines that any Change in Law regardingcapital requirements has or would have the effect of reducing the rate ofreturn on such Lender’s or such Issuing Bank’s capital or on the capital ofsuch Lender’s or such Issuing Bank’s holding company, if any, as a consequenceof this Agreement or the Loans made by, or participations in Letters of Creditheld by, such Lender, or the Letters of Credit issued by such Issuing Bank, toa level below that which such Lender or such Issuing Bank or such Lender’s orsuch Issuing Bank’s holding company could have achieved but for such Change inLaw (taking into consideration such Lender’s or such Issuing Bank’s policiesand the policies of such Lender’s or such Issuing Bank’s holding company withrespect to capital adequacy), then from time to time the Borrower agrees to payto such Lender or such Issuing Bank, as the case may be, such additional amountor

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### amounts as will compensate such Lender or such Issuing Bank or suchLender’s or such Issuing Bank’s holding company for any such reductionsuffered.

### (c)  Acertificate of a Lender or an Issuing Bank setting forth the amount or amountsnecessary to compensate such Lender or such Issuing Bank or its holdingcompany, as the case may be, as specified in paragraph (a) or (b) of thisSection shall be delivered to the Borrower and shall be conclusive absentmanifest error.  The Borrower shall paysuch Lender or such Issuing Bank, as the case may be, the amount shown as dueon any such certificate within 10 days after receipt thereof.

### (d) Failure or delay on the part of any Lender or any Issuing Bank to demandcompensation pursuant to this Section shall not constitute a waiver of suchLender’s or such Issuing Bank’s right to demand such compensation; providedthat the Borrower shall not be required to compensate a Lender or an IssuingBank pursuant to this Section for any increased costs or reductions incurredmore than 180 days prior to the date that such Lender or such IssuingBank, as the case may be, notifies the Borrower of the Change in Law givingrise to such increased costs or reductions and of such Lender’s or such IssuingBank’s intention to claim compensation therefor; providedfurtherthat, if the Change in Law giving rise to such increased costs or reductions isretroactive, then the 180-day period referred to above shall be extended toinclude the period of retroactive effect thereof.

## SECTION 2.16. Break Funding Payments.  Inthe event of (a) the payment of any principal of any Eurodollar Loan otherthan on the last day of an Interest Period applicable thereto (including as aresult of an Event of Default), (b) the conversion of any Eurodollar Loanother than on the last day of the Interest Period applicable thereto,(c) the failure to borrow, convert, continue or prepay any Revolving Loanor Term Loan on the date specified in any notice delivered pursuant hereto(regardless of whether such notice may be revoked under Section 2.11(f)and is revoked in accordance therewith), or (d) the assignment of anyEurodollar Loan other than on the last day of the Interest Period applicablethereto as a result of a request by the Borrower pursuant to Section 2.19,then, in any such event, the Borrower shall compensate each Lender for the loss,cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to anyLender shall be deemed to include an amount determined reasonably and in goodfaith by such Lender to be the excess, if any, of (i) the amount of interestwhich would have accrued on the principal amount of such Loan had such eventnot occurred, at the Adjusted LIBO Rate that would have been applicable to suchLoan, for the period from the date of such event to the last day of the thencurrent Interest Period therefor (or, in the case of a failure to borrow,convert or continue, for the period that would have been the Interest Periodfor such Loan), over (ii) the amount of interest which would accrue onsuch principal amount for such period at the interest rate which such Lenderwould bid were it to bid, at the commencement of such period, for dollardeposits of a comparable amount and period from other banks in the eurodollarmarket.  A certificate of any Lendersetting forth any amount or amounts that such Lender is entitled to receivepursuant to this Section shall be delivered to the Borrower and shall beconclusive absent manifest error.  TheBorrower shall pay such Lender the amount shown as due on any such certificatewithin 10 days after receipt thereof.

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## SECTION 2.17. Taxes.  (a)  Any and all payments by or on account of anyobligation of the Borrower hereunder or under any other Loan Document shall bemade free and clear of and without deduction for any Indemnified Taxes or OtherTaxes; provided that if the Borrower shall be required to deduct anyIndemnified Taxes or Other Taxes from such payments, then (i) the sumpayable shall be increased as necessary so that after making all requireddeductions (including deductions applicable to additional sums payable underthis Section) the Administrative Agent, Lender or Issuing Bank (as the case maybe) receives an amount equal to the sum it would have received had no suchdeductions been made, (ii) the Borrower shall make such deductions and (iii) theBorrower shall pay the full amount deducted to the relevant GovernmentalAuthority in accordance with applicable law.

### (b)  Inaddition, the Borrower shall pay any Other Taxes to the relevant GovernmentalAuthority in accordance with applicable law.

### (c)  TheBorrower shall indemnify the Administrative Agent, each Lender and each IssuingBank, within 10 days after written demand therefor, for the full amount of anyIndemnified Taxes or Other Taxes paid by the Administrative Agent, such Lenderor such Issuing Bank, as the case may be, on or with respect to any payment byor on account of any obligation of the Borrower hereunder or under any otherLoan Document (including Indemnified Taxes or Other Taxes imposed or assertedon or attributable to amounts payable under this Section) and any penalties,interest and reasonable expenses arising therefrom or with respect thereto,whether or not such Indemnified Taxes or Other Taxes were correctly or legallyimposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of suchpayment or liability delivered to the Borrower by a Lender or an Issuing Bank,or by the Administrative Agent on its own behalf or on behalf of a Lender or anIssuing Bank, shall be conclusive absent manifest error.

### (d)  Assoon as practicable after any payment of Indemnified Taxes or Other Taxes bythe Borrower to a Governmental Authority, the Borrower shall deliver to theAdministrative Agent the original or a certified copy of a receipt issued bysuch Governmental Authority evidencing such payment, a copy of the returnreporting such payment or other evidence of such payment reasonablysatisfactory to the Administrative Agent.

### (e) Any Foreign Lender that is entitled to an exemption from or reduction ofwithholding tax under the law of the jurisdiction in which the Borrower islocated, or any treaty to which such jurisdiction is a party, with respect topayments under this Agreement shall deliver to the Borrower (with a copy to theAdministrative Agent), at the time or times prescribed by applicable law, suchproperly completed and executed documentation prescribed by applicable law orreasonably requested by the Borrower as will permit such payments to be madewithout withholding or at a reduced rate; provided that such ForeignLender has received written notice from the Borrower advising it of theavailability of such exemption or reduction and supplying all applicabledocumentation.

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### (f)  Ifthe Administrative Agent or a Lender determines, in its sole discretion, thatit has received a refund of any Taxes or Other Taxes as to which it has beenindemnified by the Borrower or with respect to which the Borrower has paidadditional amounts pursuant to this Section 2.17, it shall pay over suchrefund to the Borrower (but only to the extent of indemnity payments made, oradditional amounts paid, by the Borrower under this Section 2.17 withrespect to the Taxes or Other Taxes giving rise to such refund), net of allout-of-pocket expenses of the Administrative Agent or such Lender and withoutinterest (other than any interest paid by the relevant Governmental Authoritywith respect to such refund); provided that the Borrower, upon therequest of the Administrative Agent or such Lender, agrees to repay the amountpaid over to the Borrower (plus any penalties, interest or other chargesimposed by the relevant Governmental Authority) to the Administrative Agent orsuch Lender in the event the Administrative Agent or such Lender is required torepay such refund to such Governmental Authority.  This Section shall not be construed torequire the Administrative Agent or any Lender to make available its taxreturns (or any other information relating to its taxes which it deemsconfidential) to the Borrower or any other Person.

## SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.  (a) The Borrower shall make each payment required to be made by it hereunderor under any other Loan Document (whether of principal, interest, fees orreimbursement of LC Disbursements, or of amounts payable underSection 2.15, 2.16 or 2.17, or otherwise) prior to the time expresslyrequired hereunder or under such other Loan Document for such payment (or, ifno such time is expressly required, prior to 12:00 noon, New York City time),on the date when due, in immediately available funds, without set-off orcounterclaim.  Any amounts received aftersuch time on any date may, in the discretion of the Administrative Agent, bedeemed to have been received on the next succeeding Business Day for purposesof calculating interest thereon.  Allsuch payments shall be made to the Administrative Agent at its offices at270 Park Avenue, New York, New York, except payments to be made directlyto an Issuing Bank or a Swingline Lender as expressly provided herein andexcept that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shallbe made directly to the Persons entitled thereto and payments pursuant to otherLoan Documents shall be made to the Persons specified therein.  The Administrative Agent shall distribute anysuch payments received by it for the account of any other Person to theappropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shallbe due on a day that is not a Business Day, the date for payment shall beextended to the next succeeding Business Day, and, in the case of any paymentaccruing interest, interest thereon shall be payable for the period of suchextension.  All payments under each LoanDocument shall be made in dollars.

### (b)  Ifat any time insufficient funds are received by and available to theAdministrative Agent to pay fully all amounts of principal, unreimbursed LCDisbursements, interest and fees then due hereunder, such funds shall beapplied (i) first, towards payment of interest and fees then duehereunder, ratably among the parties entitled thereto in accordance with theamounts of interest and fees then due to such parties, and (ii) second,towards payment of principal and unreimbursed LC

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### Disbursements then due hereunder, ratably among the parties entitledthereto in accordance with the amounts of principal and unreimbursed LCDisbursements then due to such parties.

### (c)  Ifany Lender shall, by exercising any right of set-off or counterclaim orotherwise, obtain payment in respect of any principal of or interest on any ofits Revolving Loans, Term Loans or participations in LC Disbursements orCommitted Swingline Loans resulting in such Lender receiving payment of agreater proportion of the aggregate amount of its Revolving Loans, Term Loansand participations in LC Disbursements and Committed Swingline Loans andaccrued interest thereon than the proportion received by any other Lender, thenthe Lender receiving such greater proportion shall purchase (for cash at facevalue) participations in the Revolving Loans, Term Loans and participations inLC Disbursements and Committed Swingline Loans of other Lenders to the extentnecessary so that the benefit of all such payments shall be shared by theLenders ratably in accordance with the aggregate amount of principal of andaccrued interest on their respective Revolving Loans, Term Loans andparticipations in LC Disbursements and Committed Swingline Loans; providedthat (i) if any such participations are purchased and all or any portionof the payment giving rise thereto is recovered,  such participations shall be rescinded andthe purchase price restored to the extent of such recovery, without interest,and (ii) the provisions of this paragraph shall not be construed to applyto any payment made by the Borrower pursuant to and in accordance with theexpress terms of this Agreement or any payment obtained by a Lender asconsideration for the assignment of or sale of a participation in any of itsLoans or participations in LC Disbursements to any assignee or participant,other than to the Borrower or any Subsidiary or Affiliate thereof (as to whichthe provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it mayeffectively do so under applicable law, that any Lender acquiring aparticipation pursuant to the foregoing arrangements may exercise against theBorrower rights of set-off and counterclaim with respect to such participationas fully as if such Lender were a direct creditor of the Borrower in the amountof such participation.

### (d) Unless the Administrative Agent shall have received notice from theBorrower prior to the date on which any payment is due to the AdministrativeAgent for the account of the Lenders or an Issuing Bank hereunder that theBorrower will not make such payment, the Administrative Agent may assume thatthe Borrower has made such payment on such date in accordance herewith and may,in reliance upon such assumption, distribute to the Lenders or such Issuing Bank,as the case may be, the amount due.  Insuch event, if the Borrower has not in fact made such payment, then each of theLenders or the applicable Issuing Bank, as the case may be, severally agrees torepay to the Administrative Agent forthwith on demand the amount so distributedto such Lender or such Issuing Bank with interest thereon, for each day fromand including the date such amount is distributed to it to but excluding thedate of payment to the Administrative Agent, at the greater of the FederalFunds Effective Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation.

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### (e)  If any Lender shall fail tomake any payment required to be made by it pursuant to Section 2.04(c),2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c), then the Administrative Agent may,in its discretion (notwithstanding any contrary provision hereof), apply anyamounts thereafter received by the Administrative Agent for the account of suchLender to satisfy such Lender’s obligations under such Sections until all suchunsatisfied obligations are fully paid.

## SECTION 2.19.  MitigationObligations; Replacement of Lenders. (a)  If any Lender requestscompensation under Section 2.15, or if the Borrower is required to pay anyadditional amount to any Lender or any Governmental Authority for the accountof any Lender pursuant to Section 2.17, then such Lender shall usereasonable efforts to designate a different lending office for funding orbooking its Loans hereunder or to assign its rights and obligations hereunderto another of its offices, branches or affiliates, if, in the judgment of suchLender, such designation or assignment (i) would eliminate or reduceamounts payable pursuant to Section 2.15 or 2.17, as the case may be, inthe future and (ii) would not subject such Lender to any unreimbursed costor expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay allreasonable costs and expenses incurred by any Lender in connection with anysuch designation or assignment.

### (b)  If any Lender requestscompensation under Section 2.15, or if the Borrower is required to pay anyadditional amount to any Lender or any Governmental Authority for the accountof any Lender pursuant to Section 2.17, or if any Lender defaults in itsobligation to fund Loans hereunder, then the Borrower may, at its sole expenseand effort, upon notice to such Lender and the Administrative Agent, requiresuch Lender to assign and delegate, without recourse (in accordance with andsubject to the restrictions contained in Section 9.04), all its interests,rights and obligations under this Agreement to an assignee that shall assumesuch obligations (which assignee may be another Lender, if a Lender acceptssuch assignment); provided that (i) the Borrower shall havereceived the prior written consent of the Administrative Agent (and, if aRevolving Commitment is being assigned, each Issuing Bank and the CommittedSwingline Lender), which consent shall not be unreasonably withheld,(ii) such Lender shall have received payment of an amount equal to theoutstanding principal of its Loans and participations in LC Disbursements andSwingline Loans, accrued interest thereon, accrued fees and all other amountspayable to it hereunder from the assignee (to the extent of such outstandingprincipal and accrued interest and fees) or the Borrower (in the case of all otheramounts) and (iii) in the case of any such assignment resulting from aclaim for compensation under Section 2.15 or payments required to be madepursuant to Section 2.17, such assignment will result in a materialreduction in such compensation or payments. A Lender shall not be required to make any such assignment anddelegation if, prior thereto, as a result of a waiver by such Lender orotherwise, the circumstances entitling the Borrower to require such assignmentand delegation cease to apply.

## SECTION 2.20.  Increase inRevolving Credit Commitments. (a)  The Borrower may, by writtennotice to the Administrative Agent (which shall promptly deliver a copy thereofto each of the Revolving Lenders), request that the total Revolving Commitmentsbe increased (a “Revolving Commitment Increase”); provided thatthe total

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## RevolvingCommitments shall not be increased by more than $25,000,000 during the term ofthis Agreement pursuant to this Section. Such notice shall set forth (i) the amount of the requested increase inthe total Revolving Commitments and the date on which such increase isrequested to become effective and (ii) whether the Borrower desires to effectall or any portion of such increase by offering the Revolving Lenders theopportunity to ratably increase their Revolving Commitments.  If such notice indicates that the Borrowerelects to offer Revolving Lenders the opportunity to ratably increase theirRevolving Commitments, the Administrative Agent will notify the RevolvingLenders of such offer and the amount of the proposed increase to be offeredratably to the Revolving Lenders, and each Revolving Lender shall, by notice tothe Borrower and the Administrative Agent given not more than 10 daysafter the date of the Borrower’s notice, either agree to increase its RevolvingCommitment by all or a portion of the offered amount or decline to increase itsRevolving Commitment (and any Revolving Lender that does not deliver such anotice within such 10-day period shall be deemed to have declined to increaseits Revolving Commitment).  Regardless ofwhether the Borrower’s notice elects to offer Revolving Lenders the opportunityto ratably increase their Revolving Commitments, the Borrower may arrange forone or more banks or other financial institutions (any such bank or otherfinancial institution being called an “Augmenting Revolving Lender”),which may include any Lender, to extend Revolving Commitments or increase theirexisting Revolving Commitments in order to effect all or part of the proposedincrease in the total Revolving Commitments; provided that eachAugmenting Revolving Lender, if not already a Revolving Lender hereunder, shallbe subject to the approval of the Administrative Agent, each Issuing Bank andthe Committed Swingline Lender (such approvals not to be unreasonablywithheld), and the Borrower and each Augmenting Revolving Lender shall executeall such documentation as the Administrative Agent shall reasonably specify toevidence its Revolving Commitment and/or its status as a Revolving Lenderhereunder.  Any increase in the totalRevolving Commitments may be made in an amount which is less than the increaserequested by the Borrower if the Borrower so elects.

### (b)  On the effective date (the “RevolvingCommitment Increase Effective Date”) of any Revolving Commitment Increase,if any Revolving Loans are outstanding, the Borrower (i) shall prepay allRevolving Loans then outstanding (including all accrued but unpaid interestthereon) and (ii) may, at its option, fund such prepayment by simultaneouslyborrowing Revolving Loans of the Types and for the Interest Periods specifiedin a Borrowing Request delivered pursuant to Section 2.03, which RevolvingLoans shall be made by the Revolving Lenders ratably in accordance with theirrespective Revolving Commitments (calculated after giving effect to theRevolving Commitment Increase); provided that such prepayment ofRevolving Loans pursuant to this paragraph shall not be required if suchRevolving Commitment Increase is effected entirely by ratably increasing theRevolving Commitments of the existing Revolving Lenders.  The payments made pursuant to clause (i)above in respect of each Eurodollar Loan shall be subject to Section 2.16.

### (c)  Increases and new RevolvingCommitments created pursuant to this Section 2.20 shall become effectiveon the date specified in the notice delivered by the Borrower pursuant to thefirst sentence of paragraph (a) above; provided that the

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### Borrower may,with the consent of the Administrative Agent (such consent not to beunreasonably withheld), extend such date by up to 30 days by deliveringwritten notice to the Administrative Agent no less than three Business Daysprior to the date specified in the notice delivered by the Borrower pursuant tothe first sentence of paragraph (a) above.

### (d)  Notwithstanding theforegoing, no increase in the total Revolving Commitments (or in the RevolvingCommitment of any Revolving Lender) or addition of an Augmenting RevolvingLender shall become effective under this Section unless (i) on theRevolving Commitment Increase Effective Date, the conditions set forth inparagraphs (a) and (b) of Section 4.02 shall be satisfied and theAdministrative Agent shall have received a certificate to that effect datedsuch date and executed by a Financial Officer of the Borrower, and(ii) the Administrative Agent shall have received (with sufficient copiesfor each of the Lenders) (A) documents consistent with those delivered on theFirst Restatement Effective Date under clauses (b) and (c) of Section 7of the Amendment and Restatement Agreement and (B) to the extent requested bythe Administrative Agent, documents consistent with those delivered on theFirst Restatement Effective Date under clauses (f)(ii)(A) and (B) of Section 7of the Amendment and Restatement Agreement.

## SECTION 2.21.  IncrementalTerm Loans.  (a)  The Borrower may, by written notice to theAdministrative Agent (which shall promptly deliver a copy thereof to each ofthe Term Lenders), request to add one or more additional tranches of term loanshereunder (“Incremental Term Loans”); provided that (i) theaggregate principal amount of Incremental Term Loans made hereunder during theterm of this Agreement shall not exceed $200,000,000 and (ii) each tranche ofIncremental Term Loans shall be in an aggregate principal amount not less than$50,000,000 (or such lesser amount as represents the entire remainingavailability under clause (i) above). Such notice shall (A) set forth the amount and proposed terms of therequested Incremental Term Loans and (B) offer the Term Lenders the opportunityto participate (pro rata in accordance with their share of the aggregateprincipal amount of outstanding Term Loans) in providing such Incremental TermLoans.  The Administrative Agent willnotify the Term Lenders of such offer and each Term Lender shall, by notice tothe Borrower and the Administrative Agent given not more than 10 daysafter the date of the Borrower’s notice, either agree to provide all or aportion of the offered amount or decline to participate in such IncrementalTerm Loans (and any Term Lender that does not deliver such a notice within such10-day period shall be deemed to have declined to participate in suchIncremental Term Loans).  The Borrowermay arrange for one or more banks or other financial institutions (any suchbank or other financial institution being called an “Augmenting Term Lender”),which may include any Lender, to agree to provide Incremental Term Loans inorder to effect all or part of the proposed Incremental Term Loans that are notsubscribed for by the Term Lenders; provided that each Augmenting TermLender, if not already a Term Lender hereunder, shall be subject to theapproval of the Administrative Agent (such approval not to be unreasonablywithheld).

### (b)  The Incremental Term Loans(i) shall rank paripassu in right of payment and ofsecurity with the other Obligations, (ii) shall not have a final maturity

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### date earlierthan the Tranche E Maturity Date, (iii) shall not have a weighted average life that is shorter thanthe remaining weighted average life of the then-outstanding Term Loans and (iv)shall have other terms (other than pricing, including any fees, any initialissue discount, any redemption premiums and interest rate) that, to the extentnot consistent in all material respects with the terms of the then-outstandingTerm Loans, shall be reasonably satisfactory to the Administrative Agent.

### (c)  Each Lender and AugmentingTerm Lender that elects to extend Incremental Term Loans (collectively, the “IncrementalLenders”) shall enter into an amendment (an “Incremental FacilityAmendment”) to this Agreement and, as appropriate, the other LoanDocuments, executed by Holdings, the Borrower, such Incremental Lenders and theAdministrative Agent.  An IncrementalFacility Amendment may, without the consent of any other Lenders, effect suchamendments to any Loan Documents as may be necessary or appropriate, in theopinion of the Administrative Agent, to effect the provisions of this Section.  The effectiveness of any Incremental FacilityAmendment and the funding of Incremental Term Loans thereunder shall, inaddition to such other conditions as the Borrower and the Incremental Lendersmay agree, be subject to (i) the satisfaction on the date thereof of each of theconditions set forth in Section 4.02 (as though the date of funding of theIncremental Tem Loans were the date of Borrowing referred to in Section 4.02)and (ii) the condition that Holdings and the Borrower are in compliance, on apro forma basis after giving effect to the incurrence of such Incremental TermLoans, with the covenants contained in Sections 6.12 and 6.13, recomputed as ofthe last day of the most recently ended fiscal quarter of Holdings for whichfinancial statements have been delivered pursuant to Section 5.01 (determinedin the same manner as required under clause (xi)(B) of Section 6.01(a)).

ARTICLE III

# Representationsand Warranties

Each of Holdings and the Borrower represents andwarrants to the Lenders that:

## SECTION 3.01. Organization; Powers.  Eachof Holdings, the Borrower and the Subsidiaries is duly organized, validlyexisting and in good standing under the laws of the jurisdiction of itsorganization, has all requisite power and authority to carry on its business asnow conducted and, except where the failure to do so, individually or in theaggregate, could not reasonably be expected to result in a Material AdverseEffect, is qualified to do business in, and is in good standing in, everyjurisdiction where such qualification is required.

## SECTION 3.02. Authorization; Enforceability. The Restatement Transactions to be entered into by each Loan Party arewithin such Loan Party’s corporate or limited liability company powers and havebeen duly authorized by all necessary corporate or limited liability companyaction and, if required, stockholder action. This Agreement has been duly executed and delivered by each of Holdingsand the Borrower and constitutes, and each other Loan Document to which anyLoan Party is

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## to be a party, when executed and delivered by such Loan Party, willconstitute, a legal, valid and binding obligation of Holdings, the Borrower orsuch Loan Party (as the case may be), enforceable in accordance with its terms,subject to applicable bankruptcy, insolvency, reorganization, moratorium orother laws affecting creditors’ rights generally and subject to generalprinciples of equity, regardless of whether considered in a proceeding inequity or at law.

## SECTION 3.03. Governmental Approvals; No Conflicts.  The Restatement Transactions (a) do notrequire any consent or approval of, registration or filing with, or any otheraction by, any Governmental Authority, except such as have been obtained ormade and are in full force and effect and except filings necessary to perfectLiens created under the Loan Documents, (b) will not violate anyapplicable law or regulation or the charter, by-laws or other organizationaldocuments of any of Holdings, the Borrower or the Subsidiaries or any order ofany Governmental Authority, (c) will not violate or result in a defaultunder any indenture, agreement or other instrument binding upon any ofHoldings, the Borrower or the Subsidiaries or its assets, or give rise to aright thereunder to require any payment to be made by any of Holdings, theBorrower or the Subsidiaries, and (d) will not result in the creation orimposition of any Lien on any asset of any of Holdings, the Borrower or theSubsidiaries, except Liens created under the Loan Documents.

## SECTION 3.04. Financial Condition; No Material Adverse Change.  (a) Holdings and the Borrower have heretofore furnished to the Lenders theaudited consolidated and unaudited consolidating balance sheet and relatedstatements of operations, stockholders’ equity and cash flows of each of (x) Holdingsand its consolidated subsidiaries and (y) the Borrower and its consolidatedsubsidiaries, in each case as of December 31, 2006.  Such financial statements present fairly, inall material respects, the financial position and results of operations andcash flows of (A) in the case of the financial statements referred to in clause(x) above, Holdings and its consolidated subsidiaries and (B) in the case ofthe financial statements referred to in clause (y) above, the Borrower and itsconsolidated subsidiaries, in each case as of such dates and for such periods,in accordance with GAAP.

### (b) Holdings and the Borrower have heretofore furnished to the Lenders thepro forma combined consolidated balance sheet of Holdings as of December 31,2006, prepared giving effect to the Restatement Transactions as if theRestatement Transactions had occurred on such date.  Such pro forma combined consolidated balancesheet (i) has been prepared in good faith based on assumptions believed byHoldings and the Borrower to be reasonable, (ii) is based on the bestinformation available to Holdings and the Borrower after due inquiry,(iii) accurately reflects all adjustments necessary to give effect to theRestatement Transactions and (iv) presents fairly, in all material respects,the pro forma financial position of Holdings and its consolidated subsidiariesas of December 31, 2006, as if the Restatement Transactions had occurredon such date.

### (c) Except as disclosed in the financial statements referred to above or thenotes thereto and except for the Disclosed Matters, after giving effect to theRestatement Transactions, none of Holdings, the Borrower or the Subsidiarieshas, as of the Third

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### Restatement Effective Date, any material contingent liabilities,unusual long-term commitments or unrealized losses.

### (d) Since December 31, 2006, there has been no change or effect that isor would reasonably be expected to be materially adverse to the business,financial condition or results of operations of Holdings, the Borrower and theSubsidiaries, taken as a whole.

## SECTION 3.05. Properties.  (a)  Each of Holdings, the Borrower and theSubsidiaries has good title to, or valid leasehold interests in, or other validand enforceable rights to use, all its real and personal property material toits business (including its Mortgaged Properties), except for minor defects intitle that do not interfere with its ability to conduct its business ascurrently conducted or to utilize such properties for their intended purposes.

### (b) Each of Holdings, the Borrower and the Subsidiaries owns, or is licensedto use, all trademarks, trade names, copyrights, patents and other intellectualproperty material to its business, and the use thereof by Holdings, theBorrower and the Subsidiaries does not infringe upon the rights of any otherPerson, except for any such infringements that, individually or in theaggregate, could not reasonably be expected to result in a Material AdverseEffect.

### (c) [Intentionally Omitted].

### (d) Schedule 3.05(d) sets forth the address or legal description ofeach parcel of real property that is owned or leased by the Borrower or anySubsidiary as of the Third Restatement Effective Date after giving effect tothe Restatement Transactions, in each case indicating whether such realproperty is owned or leased, and the record owner of such real property.

### (e)  Asof the Third Restatement Effective Date, none of Holdings, the Borrower or theSubsidiaries has received notice of, or has knowledge of, any pending orcontemplated condemnation proceeding affecting any Mortgaged Property, or anysale or disposition thereof in lieu of condemnation.  Except as set forth on Schedule 3.05(e),as of the Third Restatement Effective Date, neither any Mortgaged Property norany interest therein is subject to any right of first refusal, option topurchase or other contractual right to purchase such Mortgaged Property orinterest therein.

## SECTION 3.06. Litigation and Environmental Matters.  (a) There are no actions, suits or proceedings by or before any arbitratoror Governmental Authority pending against or, to the knowledge of Holdings orthe Borrower, threatened against or affecting any of Holdings, the Borrower orthe Subsidiaries (i) as to which there is a reasonable possibility of anadverse determination and that, if adversely determined, could reasonably beexpected, individually or in the aggregate, to result in a Material AdverseEffect (other than the Disclosed Matters) or (ii) that involve any of theLoan Documents or the Restatement Transactions.

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### (b) Except for the Disclosed Matters and except with respect to any othermatters that, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect, none of Holdings, the Borroweror the Subsidiaries (i) has failed to comply with any Environmental Law orto obtain, maintain or comply with any permit, license or other approvalrequired under any Environmental Law, (ii) has become subject to anyEnvironmental Liability, (iii) has received written notice of any claimwith respect to any Environmental Liability or (iv) knows of any facts,conditions or circumstances that would reasonably be expected to result in anyEnvironmental Liability.

### (c) Since the Third Restatement Effective Date, there has been no change inthe status of the Disclosed Matters that, individually or in the aggregate, hasresulted in, or materially increased the likelihood of, a Material AdverseEffect.

## SECTION 3.07. Compliance with Laws and Agreements.  Each of Holdings, the Borrower and theSubsidiaries is in compliance with all laws, regulations and orders of anyGovernmental Authority applicable to it or its property and all indentures,agreements and other instruments binding upon it or its property, except wherethe failure to do so, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect.  No Default has occurred and is continuing.

## SECTION 3.08. Investment Company Status. None of Holdings, the Borrower or the Subsidiaries is an “investmentcompany” as defined in, or subject to regulation under, the Investment CompanyAct of 1940.

## SECTION 3.09. Taxes.  Each of Holdings,the Borrower and the Subsidiaries has timely filed or caused to be filed allTax returns and reports required to have been filed and has paid or caused tobe paid all Taxes required to have been paid by it, except (a) any Taxesthat are being contested in good faith by appropriate proceedings and for whichHoldings, the Borrower or such Subsidiary, as applicable, has set aside on itsbooks adequate reserves or (b) to the extent that the failure to do so,individually or in the aggregate, could not reasonably be expected to result ina Material Adverse Effect.

## SECTION 3.10. ERISA.  No ERISA Event hasoccurred or is reasonably expected to occur that, when taken together with allother such ERISA Events for which liability is reasonably expected to occur,could reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefit obligationsunder each Plan (based on the assumptions used for purposes of Statement ofFinancial Accounting Standards No. 87) did not, as of the date of the mostrecent annual financial statements reflecting such amounts, exceed the fairmarket value of the assets of such Plan by an amount that, if required to bepaid, would reasonably be expected to result in a Material Adverse Effect, andthe present value of all accumulated benefit obligations of all underfundedPlans (based on the assumptions used for purposes of Statement of FinancialAccounting Standards No. 87) did not, as of the date of the most recentannual financial statements reflecting such amounts, exceed the fair marketvalue of the assets of

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## all such underfunded Plans by an amount that, if required to be paid,would reasonably be expected to result in a Material Adverse Effect.

## SECTION 3.11. Disclosure.  Holdings andthe Borrower have disclosed to the Lenders all agreements, instruments andcorporate or other restrictions to which any of Holdings, the Borrower or theSubsidiaries is subject, and all other matters known to any of them, that,individually or in the aggregate, could reasonably be expected to result in aMaterial Adverse Effect.  None of thereports, financial statements, certificates or other information furnished byor on behalf of any Loan Party to the Administrative Agent or any Lender inconnection with the negotiation of this Agreement or any other Loan Document ordelivered hereunder or thereunder (as modified or supplemented by otherinformation so furnished) contains any material misstatement of fact or omitsto state any material fact necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading; providedthat, with respect to projected financial information, Holdings and theBorrower represent only that such information was prepared in good faith basedupon assumptions believed to be reasonable at the time.

## SECTION 3.12. Subsidiaries.  Holdingsdoes not have any subsidiaries other than the Borrower and theSubsidiaries.  Schedule 3.12 setsforth the name and jurisdiction of organization of, and the direct or indirectownership interest of the Borrower in, each Subsidiary and identifies each suchSubsidiary that is a Subsidiary Loan Party, in each case as of the ThirdRestatement Effective Date.

## SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of all insurance maintainedby or on behalf of Holdings, the Borrower and the Subsidiaries as of the ThirdRestatement Effective Date.  As of theThird Restatement Effective Date, all premiums due and payable in respect ofsuch insurance have been paid.  Holdingsand the Borrower reasonably believe that the insurance maintained by or onbehalf of Holdings, the Borrower and the Subsidiaries is adequate.

## SECTION 3.14. Labor Matters.  As of theThird Restatement Effective Date, there are no strikes, lockouts or slowdownsagainst Holdings, the Borrower or any Subsidiary pending or, to the knowledgeof Holdings or the Borrower, threatened. The hours worked by and payments made to employees of Holdings, theBorrower and the Subsidiaries have not been in violation of the Fair LaborStandards Act or any other applicable Federal, state, local or foreign lawdealing with such matters, except to the extent that the failure to do so,individually or in the aggregate, could not reasonably be expected to result ina Material Adverse Effect.  All paymentsdue from Holdings, the Borrower or any Subsidiary, or for which any claim maybe made against Holdings, the Borrower or any Subsidiary, on account of wagesand employee health and welfare insurance and other benefits, have been paid oraccrued as a liability on the books of Holdings, the Borrower or anySubsidiary, as applicable.  Theconsummation of the Restatement Transactions will not give rise to any right oftermination or right of renegotiation on the part of any union under anycollective bargaining agreement to which Holdings, the Borrower or anySubsidiary is bound.

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## SECTION 3.15. Solvency.  Immediatelyafter the consummation of the Restatement Transactions to occur on the ThirdRestatement Effective Date and immediately following the making of each Loanmade on the Third Restatement Effective Date and after giving effect to theapplication of the proceeds of such Loans, (a) the fair value of theassets of the Loan Parties, taken as a whole, at a fair valuation, will exceedtheir debts and liabilities, subordinated, contingent or otherwise;(b) the present fair saleable value of the property of the Loan Parties,taken as a whole, will be greater than the amount that will be required to paythe probable liability of their debts and other liabilities, subordinated,contingent or otherwise, as such debts and other liabilities become absoluteand matured; (c) the Loan Parties, taken as a whole, will be able to paytheir debts and liabilities, subordinated, contingent or otherwise, as suchdebts and liabilities become absolute and matured; and (d) the LoanParties, taken as a whole, will not have unreasonably small capital with whichto conduct the business in which they are engaged as such business is nowconducted and is proposed to be conducted following the Third RestatementEffective Date.

## SECTION 3.16. Senior Indebtedness.  TheObligations constitute “Senior Indebtedness” under and as defined in theSubordinated Debt Documents.

## SECTION 3.17. Security Interests.  Therepresentations and warranties in the Security Documents are true and correct.

## SECTION 3.18. Initial RP Basket Amount. The Initial RP Basket Amount does not exceed the amount that, as ofDecember 31, 2006, could be paid as a Restricted Payment (as defined inthe Initial Indenture) on December 31, 2006, pursuant to paragraph (a) ofSection 4.04 of the Initial Indenture.

ARTICLE IV

Conditions

## SECTION 4.01. [Intentionally Omitted].

## SECTION 4.02. Each Credit Event.  Theobligation of each Lender to make a Loan on the occasion of any Borrowing (itbeing understood that the continuation or conversion of a Borrowing does notconstitute the making of a Loan for purposes of this Section 4.02), and ofeach Issuing Bank to issue, amend, renew or extend any Letter of Credit, issubject to receipt of the request therefor in accordance herewith and to thesatisfaction of the following conditions:

### (a) The representations and warranties of each Loan Party set forth in theLoan Documents shall be true and correct (except representations and warrantiesnot qualified as to materiality, which representations and warranties shall betrue and correct in all material respects) on and as of the date of suchBorrowing or the date of issuance, amendment, renewal or extension of suchLetter of Credit, as applicable (except, to the extent such representations orwarranties expressly relate to an earlier date, in which case as of suchearlier date).

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### (b)  Atthe time of and immediately after giving effect to such Borrowing or theissuance, amendment, renewal or extension of such Letter of Credit, asapplicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewalor extension of a Letter of Credit shall be deemed to constitute arepresentation and warranty by Holdings and the Borrower on the date thereof asto the matters specified in paragraphs (a) and (b) of this Section.

## SECTION 4.03. Delayed Draw Funding.  Theobligation of each Delayed Draw Lender to make Delayed Draw Term Loanshereunder is subject to the satisfaction (or waiver pursuant to Section 9.08)of the condition that arrangements for the Redemption and the use of theproceeds of the Delayed Draw Term Loans to effect the Redemption shall havebeen made and shall be reasonably satisfactory to the Administrative Agent.

ARTICLE V

AffirmativeCovenants

Until the Commitments have expired or been terminatedand the principal of and interest on each Loan and all fees payable hereundershall have been paid in full and all Letters of Credit shall have expired orterminated or have been cash collateralized (to the satisfaction of the IssuingBanks) and all LC Disbursements shall have been reimbursed, each of Holdingsand the Borrower covenants and agrees with the Lenders that:

## SECTION 5.01. Financial Statements and Other Information.  Holdings and the Borrower will furnish to theAdministrative Agent and each Lender:

#### (a)  within 90 days afterthe end of each fiscal year of the Borrower (or, during any time that Holdingsor the Borrower is subject to the periodic reporting requirements of theSecurities Exchange Act of 1934, as amended, such shorter period as theSecurities and Exchange Commission shall specify for the filing of annualreports on Form 10-K), the audited consolidated and unaudited consolidatingbalance sheet and related statements of operations, stockholders’ equity andcash flows of each of (i) Holdings and its consolidated subsidiaries and(ii) the Borrower and its consolidated subsidiaries, in each case as ofthe end of and for such year, setting forth in each case in comparative formthe figures for the previous fiscal year, all reported on by KPMG LLP or otherindependent public accountants of recognized national standing (without a “goingconcern” or like qualification or exception and without any qualification orexception as to the scope of such audit) to the effect that such consolidatedfinancial statements present fairly in all material respects the financialcondition and results of operations of the entities to which such financialstatements pertain on a consolidated basis in accordance with GAAP consistentlyapplied;

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#### (b)  within 45 days afterthe end of each of the first three fiscal quarters of each fiscal year of theBorrower (or, during any time that Holdings or the Borrower is subject to theperiodic reporting requirements of the Securities Exchange Act of 1934, asamended, such shorter period as the Securities and Exchange Commission shallspecify for the filing of quarterly reports on Form 10-Q), the consolidated andconsolidating balance sheet and related statements of operations, stockholders’equity and cash flows of each of (i) Holdings and its consolidatedsubsidiaries and (ii) the Borrower and its consolidated subsidiaries, ineach case as of the end of and for such fiscal quarter and the then elapsedportion of the fiscal year, setting forth in each case in comparative form thefigures for the corresponding period or periods of (or, in the case of thebalance sheet, as of the end of) the previous fiscal year, all certified by aFinancial Officer of Holdings (in the case of clause (i)) or the Borrower(in the case of clause (ii)), as presenting fairly in all materialrespects the financial condition and results of operations of the entities towhich such financial statements pertain on a consolidated basis in accordancewith GAAP consistently applied, subject to normal year-end audit adjustmentsand the absence of footnotes;

#### (c)  concurrently with anydelivery of financial statements under clause (a) or (b) above, acertificate of a Financial Officer of Holdings (i) certifying as towhether a Default has occurred and, if a Default has occurred, specifying thedetails thereof and any action taken or proposed to be taken with respectthereto, (ii) setting forth reasonably detailed calculations demonstratingcompliance with Sections 6.12 and 6.13, (iii) stating whether anychange in GAAP or in the application thereof has occurred since the date of theaudited financial statements referred to in Section 3.04 and, if any suchchange has occurred, specifying the effect of such change on the financialstatements accompanying such certificate and (iv) stating whether any TaxDistributions were made during the period covered by such financial statementsand, if so, the amount thereof and setting forth a summary description of thecalculation thereof;

#### (d)  within 45 days after thecommencement of each fiscal year of Holdings beginning with the fiscal yearcommencing January 1, 2007, a reasonably detailed consolidated budget forsuch fiscal year (including a projected consolidated balance sheet and relatedstatements of projected operations and cash flow as of the end of and for suchfiscal year and setting forth the assumptions used for purposes of preparingsuch budget) and, promptly when available, any significant revisions of suchbudget;

#### (e)  promptly after the same becomepublicly available, copies of all periodic and other reports, proxy statementsand other materials filed by any of Holdings, the Borrower or the Subsidiarieswith the Securities and Exchange Commission, or any Governmental Authoritysucceeding to any or all of the functions of said Commission, or with anynational securities exchange, as the case may be; and

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#### (f)  promptly following anyrequest therefor, such other information regarding the operations, businessaffairs and financial condition of any of Holdings, the Borrower or theSubsidiaries, or compliance with the terms of any Loan Document, as theAdministrative Agent or any Lender may reasonably request.

## SECTION 5.02. Notices of Material Events. Holdings and the Borrower will furnish to the Administrative Agent andeach Lender written notice of the following promptly after any FinancialOfficer or other executive officer of either Holdings or the Borrower obtainsknowledge thereof:

#### (a)  the occurrence of anyDefault;

#### (b)  the filing or commencementof any action, suit or proceeding by or before any arbitrator or GovernmentalAuthority against or affecting any of Holdings, the Borrower or any Affiliatethereof that, if adversely determined, could reasonably be expected to resultin a Material Adverse Effect;

#### (c)  the occurrence of any ERISAEvent that, alone or together with any other ERISA Events that have occurred,could reasonably be expected to result in liability to any of Holdings, theBorrower or the Subsidiaries in an aggregate amount exceeding $5,000,000; and

#### (d)  any other development thatresults in, or could reasonably be expected to result in, a Material AdverseEffect.

Each notice delivered under this Section shall beaccompanied by a statement of a Financial Officer or other executive officer ofHoldings or the Borrower setting forth the details of the event or developmentrequiring such notice and any action taken or proposed to be taken with respectthereto.

## SECTION 5.03. Information Regarding Collateral. Holdings or the Borrower will furnish to the Administrative Agent promptwritten notice of any change (a) in any Loan Party’s legal name or in anytrade name used to identify it in the conduct of its business or in theownership of its properties, (b) in the case of any Loan Party that is nota “registered organization” (as defined in Article 9 of the UniformCommercial Code as from time to time in effect in the State of New York), inthe location of such Loan Party’s chief executive office, its principal placeof business, any office in which it maintains books or records relating toCollateral owned by it or any office or facility at which Collateral owned byit is located (including the establishment of any such new office or facility),(c) in any Loan Party’s identity or corporate structure, (d) in anyLoan Party’s “organizational identification number” or any similarjurisdictional identification number required for the filing of financingstatements in any jurisdiction or (e) in any Loan Party’s jurisdiction oforganization.  Holdings and the Borroweragree not to effect or permit any change referred to in the preceding sentenceunless all filings have been made (or have been prepared and delivered to theAdministrative Agent for filing) under the Uniform Commercial Code or otherwisethat are required in order for the

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## Administrative Agent and Collateral Agent to continue at all timesfollowing such change to have a valid, legal and perfected security interest inall the Collateral.  Holdings and theBorrower also agree promptly to notify the Administrative Agent if any materialportion of the Collateral is damaged or destroyed.

## SECTION 5.04. Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each of theSubsidiaries to, do or cause to be done all things necessary to preserve, renewand keep in full force and effect its legal existence and the rights, licenses,permits, privileges, franchises, patents, copyrights, trademarks and tradenames material to the conduct of its business; provided that theforegoing shall not prohibit any merger, consolidation, liquidation ordissolution permitted under Section 6.03.

## SECTION 5.05. Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of theSubsidiaries to, pay its Indebtedness and other obligations, including Taxliabilities, before the same shall become delinquent or in default, except(a) where (i) the validity or amount thereof is being contested ingood faith by appropriate proceedings, (ii) Holdings, the Borrower or suchSubsidiary has set aside on its books adequate reserves with respect thereto inaccordance with GAAP and (iii) such contest effectively suspendscollection of the contested obligation and the enforcement of any Lien securingsuch obligation, or (b) except for Tax liabilities, where the failure tomake payment (individually or in the aggregate) could not reasonably beexpected to result in a Material Adverse Effect.

## SECTION 5.06. Maintenance of Properties. Each of Holdings and the Borrower will, and will cause each of theSubsidiaries to, maintain all property material to the conduct of its businessin good working order and condition, ordinary wear and tear excepted andsubject to casualty and condemnation events (in which case such property shallbe repaired or replaced as promptly as practicable).

## SECTION 5.07. Insurance.  Each ofHoldings and the Borrower will, and will cause each of the Subsidiaries to,maintain, with financially sound and reputable insurance companies(a) insurance in such amounts (with no greater risk retention) and againstsuch risks as are customarily maintained by companies of established reputeengaged in the same or similar businesses operating in the same or similarlocations and (b) all insurance required to be maintained pursuant to theSecurity Documents.  Holdings and theBorrower will furnish (or cause to be furnished) to the Lenders, upon requestof the Administrative Agent, information in reasonable detail as to theinsurance so maintained.

## SECTION 5.08. Casualty and Condemnation. Holdings and the Borrower (a) will furnish to the AdministrativeAgent prompt written notice of any casualty or other insured damage to anymaterial portion of any Collateral or the commencement of any action orproceeding for the taking of any material portion of the Collateral or any partthereof or interest therein under power of eminent domain or by condemnation orsimilar proceeding and (b) will ensure that the Net Proceeds of any suchevent (whether

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## in the form of insurance proceeds, condemnation awards or otherwise)are collected and applied in accordance with the applicable provisions of theSecurity Documents.

## SECTION 5.09. Books and Records; Inspection Rights.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, keep proper books of record and accountin which full, true and correct entries are made of all dealings andtransactions in relation to its business and activities.  Each of Holdings and the Borrower will, andwill cause each of the Subsidiaries to, permit any representatives designatedby the Administrative Agent or any Lender, upon reasonable prior notice, tovisit and inspect its properties, to examine and make extracts from its booksand records, and to discuss its affairs, finances and condition with itsofficers and (so long as a representative of Holdings or the Borrower has beenafforded a reasonable opportunity to be present at such discussions)independent accountants, all at such reasonable times and as often asreasonably requested; provided that, unless a Default has occurred andis continuing, the Borrower shall not be required to pay the expense of anysuch visit by a representative of a Lender, and shall only be required to paythe expense of two such visits by a representative of the Administrative Agentduring any fiscal year.

## SECTION 5.10. Compliance with Laws.  Eachof Holdings and the Borrower will, and will cause each of the Subsidiaries to,comply with all laws, rules, regulations and orders of any GovernmentalAuthority applicable to it or its property, except where the failure to do so,individually or in the aggregate, could not reasonably be expected to result ina Material Adverse Effect.

## SECTION 5.11. Use of Proceeds and Letters of Credit.  The proceeds of the Tranche E Term Loanswill be used only to prepay Tranche D Term Loans outstanding on the ThirdRestatement Effective Date.  The proceedsof the Delayed Draw Term Loans will be used only to redeem outstanding InitialSenior Unsecured Debt (the “Redemption”).  The proceeds of the Revolving Loans andSwingline Loans will be used only for general corporate purposes.  No part of the proceeds of any Loan will beused, whether directly or indirectly, for any purpose that entails a violationof any of the Regulations of the Board, including Regulations G, U andX.  Letters of Credit will be issued onlyfor general corporate purposes.

## SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the OriginalEffective Date, the Borrower will, within five Business Days after suchSubsidiary is formed or acquired, notify the Administrative Agent and theLenders thereof (which notice shall indicate the name of such Subsidiary, thejurisdiction in which it is organized and its status, if applicable, as aForeign Subsidiary or a Receivables Subsidiary or a Subsidiary Loan Party) andcause the Collateral and Guarantee Requirement to be satisfied with respect tosuch Subsidiary (if it is a Subsidiary Loan Party) and with respect to anyEquity Interest in or Indebtedness of such Subsidiary owned by or on behalf ofany Loan Party.

## SECTION 5.13. Further Assurances. (a)  Each of Holdings and theBorrower will, and will cause each Subsidiary Loan Party to, execute any andall further documents, financing statements, agreements and instruments, andtake all such further

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## actions (including the filing and recording of financing statements,fixture filings, mortgages, deeds of trust and other documents), which may berequired under any applicable law, or which the Administrative Agent or theRequired Lenders may reasonably request, to cause the Collateral and GuaranteeRequirement to be and remain satisfied, all at the expense of the LoanParties.  Holdings and the Borrower alsoagree to provide to the Administrative Agent, from time to time upon request,evidence reasonably satisfactory to the Administrative Agent as to theperfection and priority of the Liens created or intended to be created by theSecurity Documents.

### (b)  Ifany material assets (including (i)  any real property acquired pursuant toa Permitted Operating Asset Swap if a Mortgaged Property was transferredpursuant to such Permitted Operating Asset Swap and (ii) any othermaterial real property or material improvements thereto or any materialinterest therein, howsoever acquired) are acquired by any Loan Party after theOriginal Effective Date (other than assets constituting Collateral under theCollateral Agreement that become subject to the Lien of the CollateralAgreement upon acquisition thereof), Holdings and the Borrower will notify theAdministrative Agent and the Lenders thereof, and, if requested by theAdministrative Agent or the Required Lenders, Holdings and the Borrower willcause such assets to be subjected to a Lien securing the Obligations and willtake, and cause the Subsidiary Loan Parties to take, such actions as shall benecessary or reasonably requested by the Administrative Agent to grant andperfect such Liens, including actions described in paragraph (a) of this Section,all at the expense of the Loan Parties.

## SECTION 5.14. Interest Rate Protection. As promptly as practicable, and in any event within 90 days after theOriginal Effective Date, the Borrower will enter into, and thereafter maintainin effect for the periods specified below, one or more interest rate protectionagreements on such terms and with such parties as shall be reasonablysatisfactory to the Administrative Agent, the effect of which shall be that(a) for a period of at least three years after the Original EffectiveDate, at least 30% of the consolidated Long-Term Indebtedness of the Borroweroutstanding as of the Original Effective Date (as reduced at or before the datethat such interest protection agreement becomes effective) will be Indebtednessthat either bears interest at a fixed rate or the interest cost of which ishedged pursuant to such interest rate protection agreements and (b) for aperiod of at least one year after the Original Effective Date, at least anadditional 20% of the consolidated Long-Term Indebtedness of the Borroweroutstanding as of the Original Effective Date (as reduced at or before the datethat such interest protection agreement becomes effective) will be Indebtednessthat either bears interest at a fixed rate or the interest cost of which ishedged pursuant to such interest protection agreements.

## SECTION 5.15. Fiscal Periods.  Each ofHoldings and the Borrower will, and will cause each of the Subsidiaries to,have a fiscal year ending on December 31 and fiscal quarters ending on the lastday of each calendar quarter.

## SECTION 5.16. Post-Closing Requirement. Within 90 days after the Third Restatement Effective Date (subject toextension in the discretion of the Administrative Agent), the Borrower will tothe extent requested by the Administrative

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Agent, deliver to theAdministrative Agent (a) amendments to each Mortgage providing that the TrancheE Term Loans and Delayed Draw Term Loans of each Lender (in addition to otherObligations) shall be secured by a Lien on each Mortgaged Property and (b) apolicy or policies of title insurance or title endorsement to an existing titleinsurance policy, issued by a nationally recognized title insurance company,insuring the Lien of each such Mortgage as a valid first Lien on the MortgagedProperty described therein, free of any other Liens except as permitted by thisAgreement, together with such endorsements, coinsurance and reinsurance as theAdministrative Agent or the Required Lenders may reasonably request.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated andthe principal of and interest on each Loan and all fees  payable hereunder have been paid in full andall Letters of Credit have expired or terminated or have been cash collateralized(to the satisfaction of the Issuing Banks) and all LC Disbursements shall havebeen reimbursed, each of Holdings and the Borrower covenants and agrees withthe Lenders that:

## SECTION 6.01. Indebtedness; Certain Equity Securities; Designated SeniorIndebtedness.  (a)  The Borrower will not, and will not permitany Subsidiary to, create, incur, assume or permit to exist any Indebtedness,except:

##### (i) Indebtedness created under the Loan Documents;

##### (ii) the Subordinated Debt and the Senior Unsecured Debt;

##### (iii) Indebtedness existing on the Original Effective Date and setforth in Schedule 6.01 and extensions, renewals and replacements of anysuch Indebtedness that do not increase the outstanding principal amount thereof(other than by capitalization of interest and fees) or result in an earlier maturitydate or decreased weighted average life thereof;

##### (iv) Indebtedness of (A) the Borrower to any Subsidiary (other than aReceivables Subsidiary) or (B) any Subsidiary to the Borrower or any otherSubsidiary (other than a Receivables Subsidiary); provided thatIndebtedness of any Subsidiary that is not a Loan Party to the Borrower or anySubsidiary Loan Party shall be subject to Section 6.04;

##### (v) Guarantees by the Borrower of Indebtedness of any Subsidiary (otherthan a Receivables Subsidiary) and by any Subsidiary (other than a ReceivablesSubsidiary) of Indebtedness of the Borrower or any other Subsidiary (other thana Receivables Subsidiary); provided that (A) Guarantees by theBorrower or any Subsidiary that is a Subsidiary Loan Party of Indebtedness ofany Subsidiary that is not a Loan Party shall be subject to Section 6.04and (B) a Subsidiary that is not a Loan Party shall not GuaranteeIndebtedness of any Loan Party;

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##### (vi) Indebtedness of the Borrower or any Subsidiary incurred to financethe acquisition, construction or improvement of any fixed or capital assetsafter the Original Effective Date, including Capital Lease Obligations, and anyIndebtedness assumed in connection with the acquisition of any such assets orsecured by a Lien on any such assets prior to the acquisition thereof, orCapital Lease Obligations resulting from sale-leaseback transactionsconsummated in compliance with Section 6.06, and extensions, renewals andreplacements of any such Indebtedness that do not increase the outstandingprincipal amount thereof (other than by capitalization of interest and fees) orresult in an earlier maturity date or decreased weighted average life thereof; providedthat (A), except for Capital Lease Obligations resulting from sale-leasebacktransactions pursuant to clause (b) of Section 6.06 and Capital LeaseObligations resulting from the Milton Sale-Leaseback, such Indebtedness isincurred prior to or within 90 days after such acquisition or thecompletion of such construction or improvement and (B) the aggregateprincipal amount of Indebtedness permitted by this clause (vi), excludingCapital Lease Obligations resulting from the Milton Sale-Leaseback, shall notexceed $50,000,000 at any time outstanding;

##### (vii) Indebtedness of any Person that becomes a Subsidiary after theOriginal Effective Date; provided that (A) such Indebtedness existsat the time such Person becomes a Subsidiary and is not created incontemplation of or in connection with such Person becoming a Subsidiary and(B) the aggregate principal amount of Indebtedness permitted by thisclause (vii) shall not exceed $50,000,000 at any time outstanding;

##### (viii) Indebtedness of any Receivables Subsidiary incurred pursuant toany Permitted Receivables Financing;

##### (ix) purchase price adjustment and similar obligations incurred by theBorrower or any Subsidiary in connection with a Permitted Acquisition, to theextent such obligations would otherwise constitute Indebtedness;

##### (x) senior unsecured Indebtedness of the Borrower or any Subsidiary; providedthat (A) such Indebtedness is in respect of promissory notes or other debtsecurities issued as consideration for a Permitted Acquisition or is in respectof borrowed money, the proceeds of which are promptly applied as considerationfor a Permitted Acquisition or to the satisfaction of any obligation permittedunder clause (ix), (B) no Default shall have occurred and becontinuing at the time of and after giving effect to the incurrence of suchIndebtedness, (C) at the time of and after giving effect to the incurrenceof such Indebtedness and the consummation of the relevant PermittedAcquisition, the Senior Leverage Ratio shall not exceed 4.00 to 1.00, and(D) prior to the incurrence of such Indebtedness the Borrower shall havedelivered to the Administrative Agent a certificate of a Financial Officerdescribing the Indebtedness to be incurred (and attaching true and correctcopies of the documentation therefore) and the relevant Permitted Acquisitionand certifying satisfaction of the requirements set forth in clauses (A),

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##### (B) and (C)above (including reasonably detailed calculations demonstrating satisfaction ofthe requirement set forth in clause (C) above);

##### (xi) Additional Subordinated Debt; provided that (A) noDefault shall have occurred and be continuing at the time of and after givingeffect to the incurrence of such Indebtedness, (B) at the time of andafter giving effect to the incurrence of such Indebtedness, Holdings and theBorrower are in compliance, on a proforma basis after giving effectto the incurrence of such Indebtedness, with the covenants contained inSections 6.12 and 6.13 recomputed as of the last day of the most recentlyended fiscal quarter of Holdings for which financial statements have beendelivered pursuant to Section 5.01, as if (1) such Indebtedness (andany other Indebtedness then outstanding that was incurred pursuant toclause (vi), (vii) or (x) above or this clause (xi)) had beenincurred on the first day of the relevant period for testing compliance (in thecase of Section 6.12), (2) Total Indebtedness as of the last day ofsuch most recently ended fiscal quarter was equal to Total Indebtedness at thetime of and after giving effect to the incurrence of such Indebtedness (in thecase of Section 6.13), and (3) any Material Acquisition or MaterialDisposition had occurred on the first day of the relevant period for testingcompliance (in the case of Section 6.12) and (C) prior to theincurrence of such Indebtedness the Borrower shall have delivered to the AdministrativeAgent a certificate of a Financial Officer describing the Indebtedness to beincurred (and attaching true and correct copies of the documentation therefor)and certifying satisfaction of the requirements set forth in the definition of “AdditionalSubordinated Debt” and in clauses (A) and (B) above (including reasonablydetailed calculations demonstrating satisfaction of the requirement set forthin Clause (B) above); provided further that, for purposes ofdetermining satisfaction of the requirements of clause (B) above,compliance with Sections 6.12 and 6.13 shall be determined disregardingany termination of the Revolving Commitments or discharge of the RevolvingExposures as though such Sections were in effect for the benefit of all Lendersand without giving effect to any waiver, amendment or modification that has notbeen approved by the Required Lenders; and

##### (xii) other unsecured Indebtedness in an aggregate principal amount notexceeding $25,000,000 at any time outstanding; provided that theaggregate principal amount of Indebtedness of the Subsidiaries permitted bythis clause (xii) shall not exceed $15,000,000 at any time outstanding.

### (b) Holdings will not create, incur, assume or permit to exist anyIndebtedness except Indebtedness created under the Loan Documents andGuarantees in respect of the Senior Unsecured Debt, Subordinated Debt andAdditional Subordinated Debt.

### (c) Neither Holdings nor the Borrower will, nor will they permit anySubsidiary to, issue any preferred stock or other preferred Equity Interests,other than (i) those that do not qualify as Disqualified Stock issued byHoldings and (ii) preferred Equity Interests issued by Holdings in connectionwith the Holdings Corporate

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### Conversion that would not constitute Disqualified Stock but for therequirement that such Equity Interests be redeemed upon consummation of an IPO.

### (d) The Borrower will not, and the Borrower will not permit any Subsidiaryto, designate any Indebtedness (other than the Obligations) as “DesignatedSenior Indebtedness” for purposes of, and as defined in, any of theSubordinated Debt Documents.

## SECTION 6.02. Liens.  (a)  The Borrower will not, and will not permitany Subsidiary to, create, incur, assume or permit to exist any Lien on anyproperty or asset now owned or hereafter acquired by it, or assign or sell anyincome or revenues (including accounts receivable) or rights in respect of anythereof, except:

##### (i) Liens created under the Loan Documents;

##### (ii) Permitted Encumbrances;

##### (iii) any Lien on any property or asset of the Borrower or anySubsidiary existing on the Original Effective Date and set forth inSchedule 6.02(a); provided that (i) such Lien shall not applyto any other property or asset of the Borrower or any Subsidiary and(ii) such Lien shall secure only those obligations which it secures on theOriginal Effective Date and extensions, renewals and replacements thereof thatdo not increase the outstanding principal amount thereof (other than withrespect to (A) the capitalization of interest and (B) the capitalizationof any prepayment premiums payable in respect of the obligations so extended,renewed or replaced);

##### (iv) any Lien on any property or asset acquired after the OriginalEffective Date and existing prior to the acquisition thereof by the Borrower orany Subsidiary or existing on any property or asset of any Person that becomesa Subsidiary after the Original Effective Date that exists prior to the timesuch Person becomes a Subsidiary; provided that (A) such Lien isnot created in contemplation of or in connection with such acquisition or suchPerson becoming a Subsidiary, as the case may be, (B) such Lien shall notapply to any other property or assets of the Borrower or any Subsidiary and(C) such Lien shall secure only those obligations which it secures on thedate of such acquisition or the date such Person becomes a Subsidiary, as thecase may be, and extensions, renewals and replacements thereof that do notincrease the outstanding principal amount thereof (other than with respect to(1) the capitalization of interest and (2) the capitalization of anyprepayment premiums payable in respect of the obligations so extended, renewedor replaced);

##### (v) Liens on fixed or capital assets acquired, constructed or improvedby the Borrower or any Subsidiary after the Original Effective Date and Lienson assets attributable to Capital Lease Obligations with respect to suchassets; provided that (A) such security interests secureIndebtedness permitted by clause (vi) of Section 6.01(a), (B) exceptfor such Liens attributable to Capital

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##### LeaseObligations resulting from sale-leaseback transactions pursuant toclause (b) of Section 6.06 and Capital Lease Obligations resulting fromthe Milton Sale-Leaseback, such security interests and the Indebtedness securedthereby are incurred prior to or within 90 days after such acquisition orthe completion of such construction or improvement, (C) the Indebtednesssecured thereby does not exceed 100% of the cost of acquiring, constructing orimproving such fixed or capital assets and (D) such security interestsshall not apply to any other property or assets of the Borrower or anySubsidiary;

##### (vi) assignments and sales of Receivables and Related Security pursuantto a Permitted Receivables Financing and Liens arising pursuant to a PermittedReceivables Financing on Receivables and Related Security sold or financed inconnection with such Permitted Receivables Financing;

##### (vii) Liens arising from precautionary UCC financing statements filedwith respect to any lease permitted by this Agreement;

##### (viii) customary rights of set-off, revocation, refund or chargebackunder deposit agreements or under the Uniform Commercial Code of banks or otherfinancial institutions where the Borrower or any Subsidiary maintains deposits(other than deposits intended as cash collateral) in the ordinary course ofbusiness;

##### (ix) Liens in favor of customs and revenue authorities arising as amatter of law to secure payment of customs duties in connection with theimportation of goods;

##### (x) Liens on insurance policies and the proceeds thereof securing thefinancing of the premiums with respect thereto;

##### (xi) licenses, sublicenses, leases and subleases entered into in theordinary course of business and any landlords’ liens arising under any suchleases;

##### (xii) Liens arising solely under Article 4 of the UniformCommercial Code relating to collection on items in collection and documents andproceeds related thereto;

##### (xiii) obligations with respect to repurchase agreements of the typedescribed in clause (d) of the definition of Permitted Investments; and

##### (xiv) other Liens not otherwise permitted by this Section securingIndebtedness in an aggregate amount not exceeding $25,000,000 at any timeoutstanding.

### (b) Holdings will not create, incur, assume or permit to exist any Lien onany property or asset now owned or hereafter acquired by it, or assign or sellany income or revenues (including accounts receivable) or rights in respectthereof, except Liens created under the Loan Documents and Permitted Encumbrances.

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## SECTION 6.03. Fundamental Changes. (a)  Neither Holdings nor theBorrower will, nor will they permit any Subsidiary to, merge into orconsolidate with any other Person, or permit any other Person to merge into orconsolidate with it, or liquidate or dissolve, except that, if at the timethereof and immediately after giving effect thereto no Default shall haveoccurred and be continuing (i) any Subsidiary (other than a ReceivablesSubsidiary) may merge into the Borrower in a transaction in which the Borroweris the surviving entity, (ii) any Subsidiary (other than a ReceivablesSubsidiary) may merge into any other Subsidiary (other than a ReceivablesSubsidiary) in a transaction in which the surviving entity is a Subsidiary and(if any party to such merger is a Subsidiary Loan Party) is a Subsidiary LoanParty, (iii) any Subsidiary (other than a Receivables Subsidiary) mayliquidate or dissolve if the Borrower determines in good faith that suchliquidation or dissolution is in the best interests of the Borrower and is notmaterially disadvantageous to the Lenders, (iv) the Borrower may permitanother Person to merge or consolidate with the Borrower or a Subsidiary (otherthan a Receivables Subsidiary) in order to effect a Permitted Acquisition thatis permitted by Section 6.04 (provided that the surviving entity is theBorrower or a wholly-owned Subsidiary); provided that any such mergerinvolving a Person that is not a wholly-owned Subsidiary immediately prior tosuch merger shall not be permitted unless also permitted by Section 6.04,(v) a Subsidiary may merge into and consolidate with another Person inorder to effect a transaction in which all the Equity Interests of suchSubsidiary owned directly or indirectly by the Borrower would be disposed of; providedthat such transaction is (A) treated as a sale of the Equity Interests ofsuch Subsidiary for all purposes of this Agreement and (B) permitted byand conducted in compliance with (and treated for all purposes of thisAgreement as a sale of the Equity Interests of such Subsidiary pursuant to)Section 6.05(a)(v), (vi) Holdings may effect the Holdings CorporateConversion and (vii) Borrower may effect the Borrower CorporateConversion.

### (b) The Borrower will not permit the Borrower and the Subsidiaries (taken asa whole) to engage to any material extent in any business other than businessesconducted by the Operating Businesses as of the Third Restatement EffectiveDate and businesses reasonably related thereto.

### (c) Holdings will not engage in any business or activity other than (i) theownership of all the outstanding Equity Interests of the Borrower andactivities incidental thereto and (ii) consummation of the IPO and activitiesincidental thereto.  Holdings will notown or acquire any assets (other than Equity Interests of the Borrower, cashand Permitted Investments) or incur any liabilities (other than liabilitiesunder the Loan Documents, Guarantees in respect of the Senior Unsecured Debtand Subordinated Debt, liabilities imposed by law, including tax liabilities,and other liabilities incidental to its existence and permitted business andactivities).

## SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions.  (a) The Borrower will not, and will not permit any of the Subsidiaries to,purchase, hold or acquire (including pursuant to any merger with any Personthat was not a wholly-owned Subsidiary prior to such merger) any EquityInterests in or evidences of indebtedness or other securities (including anyoption, warrant or other right to acquire

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## any of the foregoing) of, make or permit to exist any loans or advancesto, Guarantee any obligations of, or make or permit to exist any investment orany other interest in, any other Person, or purchase or otherwise acquire (inone transaction or a series of transactions) any assets of any other Personconstituting a business unit, except:

##### (i) the Acquisition;

##### (ii) Permitted Investments;

##### (iii) investments, loans, advances and Guarantees existing on theOriginal Effective Date and set forth on Schedule 6.04(a);

##### (iv) investments by the Borrower and the Subsidiaries in EquityInterests in their respective Subsidiaries; provided that (A) anysuch Equity Interests held by a Loan Party shall be pledged to the extentrequired to satisfy the Collateral and Guarantee Requirement and (B) theaggregate amount of investments by Loan Parties in, and loans and advances byLoan Parties to, and Guarantees by Loan Parties of Indebtedness and otherobligations of, Subsidiaries that are not Loan Parties (excluding all suchinvestments, loans, advances and Guarantees existing on the Original EffectiveDate that are set forth on Schedule 6.04(a)), shall not exceed $25,000,000at any time outstanding;

##### (v) loans or advances made by the Borrower to any Subsidiary and madeby any Subsidiary to the Borrower or any other Subsidiary; provided that(A) any such loans and advances made by a Loan Party shall be evidenced bya promissory note pledged to the extent required to satisfy the Collateral andGuarantee Requirement and (B) the amount of such loans and advances madeby Loan Parties to Subsidiaries that are not Loan Parties shall be subject tothe limitation set forth in clause (a)(iv) above;

##### (vi) Guarantees constituting Indebtedness permitted bySection 6.01(a) and Guarantees by the Borrower of other obligations of anySubsidiary (other than a Receivables Subsidiary) and by any Subsidiary (otherthan a Receivables Subsidiary) of other obligations of the Borrower or anyother Subsidiary (other than a Receivables Subsidiary); provided that(A) a Subsidiary shall not Guarantee the Subordinated Debt, the SeniorUnsecured Debt or any Additional Subordinated Debt unless (1) suchSubsidiary also has Guaranteed the Obligations pursuant to the CollateralAgreement, (2) such Guarantee of the Subordinated Debt or any AdditionalSubordinated Debt is subordinated to such Guarantee of the Obligations on termsno less favorable to the Lenders than the subordination provisions of theSubordinated Debt and (3) such Guarantee of the Subordinated Debt, theSenior Unsecured Debt or any Additional Subordinated Debt, as applicable,provides for the release and termination thereof, without action by any party,upon any release and termination of such Guarantee of the Obligations,(B) a Subsidiary that is not a Loan Party shall not Guarantee anyobligations of any Loan Party and (C) the aggregate principal amount ofIndebtedness and other

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##### obligations ofSubsidiaries that are not Loan Parties that is Guaranteed by any Loan Partyshall be subject to the limitation set forth in clause (a)(iv) above;

##### (vii) investments received in connection with the bankruptcy orreorganization of, or settlement of delinquent accounts and disputes with,customers and suppliers, in each case in the ordinary course of business;

##### (viii) Permitted Acquisitions; provided that (A) theconsideration for each Permitted Acquisition shall consist solely of cash,Indebtedness permitted by clause (vi), (ix), (x), (xi) or (xii) ofSection 6.01(a), Equity Interests of Holdings or a combination thereof and(B) the amount of consideration for Permitted Acquisitions that result inSubsidiaries that are not Loan Parties shall be subject to the limitation setforth in clause (a)(iv) above (with the amount of such consideration to beallocated ratably among the assets and businesses acquired pursuant to aPermitted Acquisition for this purpose, based on the fair value thereof, asreasonably determined by a Financial Officer of the Borrower and certified tothe Administrative Agent, and the amount so allocated to Subsidiaries that arenot Loan Parties being treated as investments therein for purposes of thelimitation in clause (a)(iv) above);

##### (ix) investments consisting of non-cash consideration received by theBorrower or any Subsidiary in connection with any sale, transfer, lease orother disposition of assets permitted by Section 6.05(a);

##### (x) deposits, prepayments and other credits made or extended tosuppliers (A) in the ordinary course of business and consistent with pastpractices of the Operating Businesses or (B) otherwise in an amount not toexceed $5,000,000 at any time outstanding;

##### (xi) loans or advances to employees, officers or directors of theBorrower or any Subsidiary made in the ordinary course of business in anaggregate principal amount not to exceed $5,000,000 at any time outstanding;

##### (xii) Swap Agreements permitted by Section 6.07;

##### (xiii) Specified Investments;

##### (xiv) minority investments made in cooperatives required to obtaingoods or services in the ordinary course of business, not to exceed $5,000,000at any time outstanding;

##### (xv) investments not otherwise permitted by this Section; providedthat the aggregate amount of investments made on or after the OriginalEffective Date in reliance upon this clause (xv) (determined on the basisof the fair market value of the assets invested at the time so invested, in thecase of non-cash investments) shall not exceed $10,000,000 at any timeoutstanding; and

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##### (xvi) other investments made after the Third Restatement Effective Dateif such investment is a Permitted Restricted Payment/Investment.

## SECTION 6.05. Asset Sales.  (a)  The Borrower will not, and will not permitany of the Subsidiaries to, sell, transfer, lease or otherwise dispose of anyasset, including any Equity Interest owned by it, nor will the Borrower permitany of the Subsidiaries to issue any additional Equity Interest in suchSubsidiary, except:

##### (i) sales of inventory, used or surplus equipment and PermittedInvestments, in each case in the ordinary course of business;

##### (ii) sales, transfers and dispositions to the Borrower or a Subsidiary;provided that any such sales, transfers or dispositions involving aSubsidiary that is not a Loan Party shall be made in compliance withSection 6.09;

##### (iii) Permitted Operating Asset Swaps;

##### (iv) sales or transfers of Receivables and interests therein, togetherwith Related Security, pursuant to a Permitted Receivables Financing;

##### (v) sales, transfers and other dispositions of assets (other than toHoldings) that are not permitted by any other clause of thisSection 6.05(a); provided that (A) in the case of any suchsale, transfer or disposition of Equity Interests of a Subsidiary, such sale,transfer or disposition shall include all Equity Interests of and otherinvestments in and loans and advances to such Subsidiary (and any otherSubsidiary in which such sold Subsidiary holds an Equity Interest) and, aftergiving effect thereto, none of the Borrower and the Subsidiaries shall owe anyIndebtedness to the Subsidiary so sold, transferred or otherwise disposed of,and (B) the aggregate fair market value of all assets sold, transferred orotherwise disposed of in reliance upon this clause (v) shall not exceed$100,000,000 during any fiscal year of the Borrower;

##### (vi) sales of any fixed or capital assets pursuant to a sale-leasebacktransaction in compliance with clause (a) of Section 6.06; and

##### (vii) the Milton Sale-Leaseback;

provided that (A) all sales,transfers, leases and other dispositions permitted by this paragraph (a)(other than those permitted by clause (ii) above) shall be made for fairvalue and (B) shall be (1) in the case of clause (i) above, for cashconsideration (including accounts receivable on customary terms in the ordinarycourse of business), (2) in the case of clause (iii) above, forconsideration permitted for a Permitted Operating Asset Swap, (3) in thecase of clause (iv) above, for cash consideration or SubordinatedReceivables Transfer Debt, (4) in the case of clause (v) above, forat least 80% cash consideration and (5) in the case of clause (vii) above,for cash consideration.

### (b) [Intentionally Omitted].

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## SECTION 6.06. Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Subsidiaries to,enter into any arrangement, directly or indirectly, whereby it shall sell ortransfer any property, real or personal, used or useful in its business,whether now owned or hereafter acquired, and thereafter rent or lease suchproperty or other property that it intends to use for substantially the samepurpose or purposes as the property sold or transferred, except (a) forany such sale of any fixed or capital assets by the Borrower or any Subsidiarythat is made for cash consideration in an amount not less than the cost of suchfixed or capital asset and is consummated within 90 days after theBorrower or such Subsidiary acquires or completes the construction of suchfixed or capital asset, (b) this Section 6.06 shall not prohibit theBorrower or any Subsidiary from engaging in a sale or transfer of propertypermitted by clause (v) of Section 6.05(a) and thereafter leasingsuch property, provided that (i) such sale or transfer is madesolely for cash consideration, (ii) any Capital Lease Obligations of theBorrower or any Subsidiary created thereby are permitted underSection 6.01(a) and (iii) such sale or transfer shall be treated as aPrepayment Event (regardless of whether such sale or transfer would otherwisefall within the definition of that term) and any Net Proceeds received in respectthereof shall be subject to the provisions of Section 2.11(c), providedthat the reinvestment provisions of Section 2.11(c) shall not apply to anysuch Net Proceeds and (c) the Milton Sale-Leaseback.

## SECTION 6.07. Swap Agreements.  TheBorrower will not, nor will it permit any Subsidiary to, enter into any SwapAgreement, other than (a) Swap Agreements entered into to hedge ormitigate risks to which the Borrower or any such Subsidiary has actual exposure(other than those in respect of (i) Equity Interests of Holdings, theBorrower or any Subsidiary, (ii) the Subordinated Debt or (iii) theSenior Unsecured Debt), and (b) Swap Agreements entered into in order toeffectively cap, collar or exchange interest rates (from fixed to floatingrates, from one floating rate to another floating rate or otherwise) withrespect to any interest-bearing liability or investment of the Borrower or anySubsidiary.

## SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.  (a) None of Holdings or the Borrower will, nor will they permit anySubsidiary to, declare or make, or agree to pay or make, directly orindirectly, any Restricted Payment, or incur any obligation (contingent orotherwise) to do so, except:

##### (i) Subsidiaries may declare and pay dividends or make distributionsratably with respect to their capital stock or membership interests:

##### (ii) the Borrower may make Restricted Payments, not exceeding$5,000,000 during any fiscal year, pursuant to and in accordance with stockoption plans or other benefit plans for management or employees of the Borrowerand the Subsidiaries;

##### (iii) the Borrower may make distributions to Holdings at such times andin such amounts, not exceeding $5,000,000 during any fiscal year, as shall benecessary to permit Holdings to discharge its permitted liabilities;

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##### (iv) Holdings may redeem its Equity Interests and may makedistributions to FPH so that FPH may make such redemptions of Equity Interestsof FPH, in each case from former members of management, former employees, orformer directors of Loan Parties, and the Borrower may make distributions toHoldings as necessary to fund such redemptions, provided that theaggregate amount applied for all such purposes shall not exceed $10,000,000during any fiscal year;

##### (v) Holdings and the Borrower may pay (by distribution or otherwise)management fees to Madison Dearborn of up to $1,000,000 in the aggregate in anyfiscal year;

##### (vi) distributions by the Borrower to Holdings to pay directors’out-of-pocket expenses and indemnification obligations owing to directors;

##### (vii) the Borrower may make distributions to Holdings, and Holdings mayin turn make distributions to FPH, (A) not exceeding $500,000 in theaggregate during any fiscal year, at such times as shall be necessary to permitFPH to discharge its corporate maintenance obligations and (B) notexceeding $500,000 in the aggregate during any fiscal year, at such times asshall be necessary to permit FPH to discharge its obligations related to itsportion of common expenses shared with Holdings or the Borrower;

##### (viii) for so long as Holdings is a pass-through or disregardedentity for United States Federal income tax purposes, the Borrower may makedistributions to Holdings, and Holdings shall in turn be permitted, to make TaxDistributions in respect of any taxable year of Holdings equal to the productof (A) the amount of taxable income allocated to the Members for suchtaxable year, less the amount of taxable loss allocated to the Members for allprior taxable years (except to the extent such taxable losses have previouslybeen taken into account under this provision), times (B) the highestaggregate marginal statutory Federal, state and local income tax rate(determined taking into account the deductibility of state and local incometaxes for Federal income tax purposes) to which any of the direct or indirectMembers of Holdings who is an individual is subject for such year; and Holdingsshall be permitted to make such Tax Distributions pursuant to this clause(viii) on a quarterly basis during such taxable year based on the best estimateof the chief financial officer of Holdings of the amounts specified in clauses(A) and (B) above; provided that if the aggregate amount of theestimated Tax Distributions made in any taxable year of Holdings exceeds theactual maximum amount of Tax Distributions for that year as finally determined,the amount of any Tax Distributions in the succeeding taxable year (or, ifnecessary, any subsequent taxable years) shall be reduced by the amount of suchexcess, with such restrictions on distributions to be calculated separately foreach of Holdings’ Members;

##### (ix) after consummation of the IPO, the Borrower and Holdings maydeclare or make, agree to pay or make, or incur obligations to make, RestrictedPayments in cash; provided that (A) the aggregate amount of suchRestricted

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##### Payments underthis clause (ix) (including those made by the Holding Companies, the Borroweror the Timber Borrower under clause (xiii) of Section 6.08 of the FirstRestated Credit Agreement) plus the aggregate amount of cash considerationapplied pursuant to clause (vii) of Section 6.08(b) shall not exceedthe aggregate Net Proceeds received from the IPO, (B) all such RestrictedPayments under this clause (ix) must be made within 180 days afterthe date of consummation of the IPO and (C) any Restricted Payments underthis clause (ix) and any Net Proceeds from the IPO utilized to make suchRestricted Payments shall be disregarded for purposes of determining the amountallowed for Permitted Restricted Payment/Investments;

##### (x) [intentionally omitted];

##### (xi) after consummation of the IPO, the Borrower may make distributionsto Holdings, and Holdings may in turn make distributions to FPH at such timesas shall be necessary to permit FPH to reimburse the expenses of MadisonDearborn incurred in connection with the consummation of the IPO, but any suchdistributions shall be deducted in calculating Net Proceeds from the IPO andany Net Proceeds from the IPO utilized to make such Restricted Payments shallbe disregarded for purposes of determining the amount allowed for PermittedRestricted Payment/Investments and

##### (xii) after the Third Restatement Effective Date, Holdings may make anyRestricted Payment, and the Borrower may make any Restricted Payment toHoldings in order to fund such Restricted Payment by Holdings, if suchRestricted Payment is a Permitted Restricted Payment/Investment.

### (b) Neither Holdings nor the Borrower will, nor will the Borrower permit anySubsidiary to, make or agree to pay or make, directly or indirectly, anypayment or other distribution (whether in cash, securities or other property)of or in respect of principal of or interest on any Indebtedness, or anypayment or other distribution (whether in cash, securities or other property),including any sinking fund or similar deposit, on account of the purchase,redemption, retirement, acquisition, cancelation or termination of anyIndebtedness, except:

##### (i) payment of Indebtedness created under the Loan Documents;

##### (ii) payment of interest and principal payments as and when due inrespect of any Indebtedness, other than payments in respect of the SubordinatedDebt or any Additional Subordinated Debt prohibited by the subordinationprovisions thereof;

##### (iii) refinancings of Indebtedness to the extent permitted bySection 6.01 and refinancings of Indebtedness with the Net Proceeds of anyAdditional Subordinated Debt;

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##### (iv) payment of secured Indebtedness that becomes due as a result ofthe voluntary sale or transfer or involuntary condemnation of the property orassets securing such Indebtedness;

##### (v) the Redemption shall be permitted if the Delayed Draw Term Loansare borrowed and, prior to the Redemption, the Borrower may purchase InitialSenior Unsecured Debt (provided that any such Initial Senior Unsecured Debt sopurchased shall be retired);

##### (vi) payment of Indebtedness to the Borrower or a Subsidiary;

##### (vii) after consummation of the IPO, the Borrower may redeem orrepurchase Senior Unsecured Debt or Subordinated Debt for cash consideration; providedthat (A) the aggregate amount applied for such purposes plus the aggregateamount of Restricted Payments made pursuant to clause (ix) ofSection 6.08(a) shall not exceed the aggregate Net Proceeds received fromthe IPO, (B) all such redemptions and repurchases must be made within180 days after the date of consummation of the IPO, (C) any SeniorUnsecured Debt or Subordinated Debt so redeemed or repurchased shall be retiredand canceled and (D) the amount of Net Proceeds utilized to finance suchredemptions and repurchases shall be disregarded for purposes of determiningthe amount of Permitted Restricted Payments/Investments; and

##### (viii) additional payments of Indebtedness not otherwise permitted bythis Section 6.08(b); provided that such payments are treated asRestricted Payments pursuant to clause (xii) of Section 6.08(a) andare permitted thereby.

## SECTION 6.09. Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will the Borrower permit anySubsidiary to, sell, lease or otherwise transfer any property or assets to, orpurchase, lease or otherwise acquire any property or assets from, or otherwiseengage in any other transactions with, any of its Affiliates, except(a) transactions in the ordinary course of business that do not involveHoldings and are at prices and on terms and conditions not less favorable tothe Borrower or relevant Subsidiary than could be obtained on an arm’s-lengthbasis from unrelated third parties, (b) transactions between or among theBorrower and Subsidiaries that are Subsidiary Loan Parties not involving anyother Affiliate, (c) [Intentionally Omitted], (d) the payment toMadison Dearborn of management fees in compliance with clause (v) ofSection 6.08(a), (e) transactions entered into pursuant to and incompliance with the Supply Agreement, (f) transactions pursuant to and incompliance with the agreements entered into on the Original Effective Datedescribed on Schedule 6.09, (g) any Restricted Payment permitted bySection 6.08 and (h) the issuance or exchange of Equity Interests ofHoldings in order to effect the Holdings Corporate Conversion.

## SECTION 6.10. Restrictive Agreements. Neither Holdings nor the Borrower will, nor will the Borrower permit anySubsidiary to, directly or indirectly, enter into, incur or permit to exist anyagreement or other arrangement that prohibits, restricts or imposes anycondition upon (a) the ability of Holdings, the Borrower or any Subsidiaryto create, incur or permit to exist any Lien upon any of its property or assets,or (b) the ability of any Subsidiary to pay dividends or otherdistributions with respect to any shares of its Equity Interests, or to make orrepay loans or advances to the Borrower or any

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## Subsidiary or to Guarantee Indebtedness of the Borrower or any otherSubsidiary; provided that (i) the foregoing shall not apply torestrictions and conditions imposed by law or by any Loan Document,Subordinated Debt Document or Senior Unsecured Debt Document, (ii) theforegoing shall not apply to restrictions and conditions existing on theOriginal Effective Date identified on Schedule 6.10 (but shall apply toany extension or renewal of, or any amendment or modification expanding thescope of, any such restriction or condition), (iii) the foregoing shallnot apply to customary restrictions and conditions contained in agreementsrelating to the sale of a Subsidiary pending such sale, provided suchrestrictions and conditions apply only to the Subsidiary that is to be sold andsuch sale is permitted hereunder, (iv) clause (a) of the foregoingshall not apply to restrictions or conditions imposed by any agreement relatingto secured Indebtedness permitted by this Agreement or any PermittedReceivables Financing if such restrictions or conditions apply only to theproperty or assets securing such Indebtedness or the Receivables and RelatedSecurity subject to such Permitted Receivables Financing, as the case may be,(v) clause (a) of the foregoing shall not apply to customaryprovisions in leases and other contracts restricting the assignment thereof and(vi) clause (b) of the foregoing shall not apply to restrictions orconditions imposed on a Receivables Subsidiary by a Permitted ReceivablesFinancing.

## SECTION 6.11. Amendment of Material Documents. Neither Holdings nor the Borrower will, nor will the Borrower permit anySubsidiary to, amend, modify or waive any of its rights under (a) anySubordinated Debt Document or Additional Subordinated Debt Document,(b) any Senior Unsecured Debt Document, (c) its certificate of incorporation,by-laws or other organizational documents (other than those of Holdings inconnection with the Holdings Corporate Conversion or the Borrower in connectionwith the Borrower Corporate Conversion), (d) the Acquisition Agreement,(e) the Additional Consideration Agreement, (f) the Supply Agreementor (g) any agreement listed on Schedule 6.09, other than any suchamendments or modifications that are not adverse to the interests of theLenders.

## SECTION 6.12. Interest Expense Coverage Ratio. For the benefit of the Revolving Facility only (and only so long asthere are any Revolving Commitments or any Revolving Exposure), Holdings willnot permit the ratio of (a) Consolidated EBITDA to (b) ConsolidatedCash Interest Expense, in each case for any period of four consecutive fiscalquarters ending on any quarter-end date during any period set forth below, tobe less than the ratio set forth below opposite such period:

| Period                                                   | ** ** | **Ratio**      | ** ** |
|----------------------------------------------------------|------------|----------------|------------|
| On or prior to and including December 31, 2007      |       | 2.000 to 1.000 |       |
|                                                     |       |           |       |
| January 1, 2008 to and including December 31,  2008 |       | 2.250 to 1.000 |       |
|                                                     |       |           |       |
| Thereafter                                               |       | 2.500 to 1.000 |       |

 

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## SECTION 6.13. Leverage Ratio.  For thebenefit of the Revolving Facility only (and only so long as there are anyRevolving Commitments or any Revolving Exposure), Holdings will not permit theLeverage Ratio as of any quarter-end date during any period set forth below toexceed the ratio set forth opposite such period:

| Period                                                   | ** ** | **Ratio**    | ** ** |
|----------------------------------------------------------|------------|--------------|------------|
| On or prior to and including December 31, 2007      |       | 5.00 to 1.00 |       |
|                                                     |       |         |       |
| January 1, 2008 to and including December 31,  2008 |       | 4.75 to 1.00 |       |
|                                                     |       |         |       |
| Thereafter                                               |       | 4.50 to 1.00 |       |

 

# ARTICLEVII

# Eventsof Default

If any of the following events (“Events of Default”)shall occur:

#### (a)  the Borrower shall fail topay any principal of any Loan or fail to pay any reimbursement obligation inrespect of any LC Disbursement when and as the same shall become due andpayable, whether at the due date thereof or at a date fixed for prepaymentthereof or otherwise;

#### (b)  the Borrower shall fail topay any interest on any Loan or any fee or any other amount (other than anamount referred to in clause (a) of this Article) payable under thisAgreement or any other Loan Document, when and as the same shall become due andpayable, and such failure shall continue unremedied for a period of threeBusiness Days;

#### (c)  any representation orwarranty made or deemed made by or on behalf of any of Holdings, the Borroweror the Subsidiaries in any Loan Document or any amendment or modificationthereof or waiver thereunder, or in any certificate, financial statement orother document furnished by or on behalf of a Loan Party to an Agent or theLenders pursuant to or in connection with any Loan Document or any amendment ormodification thereof or waiver thereunder, shall prove to have been incorrectin any material respect when made or deemed made;

#### (d)  subject to the lastparagraph of this Article, either Holdings or the Borrower shall fail to observeor perform any covenant, condition or agreement contained in Section 5.02,5.04 (with respect to the existence of Holdings or the Borrower) or 5.11 or inArticle VI; provided that any Event of Default in respect

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of Section 6.12 or 6.13 may be waived, amended or modified by theRequired Revolving Lenders in accordance with Section 9.02;

#### (e)  any Loan Party shall fail toobserve or perform any covenant, condition or agreement contained in any LoanDocument (other than those specified in clause (a), (b) or (d) of thisArticle), and such failure shall continue unremedied for a period of30 days after notice thereof from the Administrative Agent to the Borrower(which notice will be given at the request of any Lender);

#### (f)  any of Holdings, theBorrower or the Subsidiaries shall fail to make any payment (whether ofprincipal or interest and regardless of amount) in respect of any MaterialIndebtedness, when and as the same shall become due and payable (or, ifapplicable under the terms of such Indebtedness without giving effect to anyamendment entered into in connection with the failure to make such payment,within any period of grace allowed with respect to such payment);

#### (g)  subject to the lastparagraph of this Article, any event or condition occurs that (i) resultsin any Material Indebtedness becoming due prior to its scheduled maturity orthat enables or permits (with or without the giving of notice, the lapse oftime or both) the holder or holders of any Material Indebtedness or any trusteeor agent on its or their behalf to cause any Material Indebtedness to becomedue, or to require the prepayment, repurchase, redemption or defeasancethereof, prior to its scheduled maturity or (ii) results in the terminationof a Permitted Receivables Financing prior to its scheduled termination (otherthan a voluntary termination by the Borrower) or enables or permits thefinancing parties thereunder or any trustee or agent on their behalf toterminate a Permitted Receivables Financing; provided that thisclause (g) shall not apply (A) unless and until all applicable graceor cure periods shall have passed and (B) to Indebtedness that becomes dueas a result of the voluntary sale or transfer of property or assets or as aresult of the application (other than by reason of a breach or default by aLoan Party) of any provision in such Indebtedness that requires any Loan Partyto prepay a portion (but less than substantially all) of such Indebtedness thenoutstanding or that requires any Loan Party to offer to redeem or repurchasesome (but less than substantially all) of such Indebtedness then outstanding;

#### (h)  an involuntary proceedingshall be commenced or an involuntary petition shall be filed seeking(i) liquidation, reorganization or other relief in respect of any ofHoldings, the Borrower or any Material Subsidiary or its debts, or of asubstantial part of its assets, under any Federal, state or foreign bankruptcy,insolvency, receivership or similar law now or hereafter in effect or(ii) the appointment of a receiver, trustee, custodian, sequestrator,conservator or similar official for any of Holdings, the Borrower or anyMaterial Subsidiary or for a substantial part of its assets, and, in any suchcase, such proceeding or petition shall continue undismissed for 60 daysor an order or decree approving or ordering any of the foregoing shall beentered;

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#### (i)  any of Holdings, theBorrower or any Material Subsidiary shall (i) voluntarily commence anyproceeding or file any petition seeking liquidation, reorganization or otherrelief under any Federal, state or foreign bankruptcy, insolvency, receivershipor similar law now or hereafter in effect, (ii) consent to the institutionof, or fail to contest in a timely and appropriate manner, any proceeding orpetition described in clause (h) of this Article, (iii) apply for orconsent to the appointment of a receiver, trustee, custodian, sequestrator,conservator or similar official for any of Holdings, the Borrower or any MaterialSubsidiary or for a substantial part of its assets, (iv) file an answeradmitting the material allegations of a petition filed against it in any suchproceeding, (v) make a general assignment for the benefit of creditors or(vi) take any action for the purpose of effecting any of the foregoing;

#### (j)  any of Holdings, theBorrower or the Material Subsidiaries shall become unable, admit in writing itsinability or fail generally to pay its debts as they become due;

#### (k)  one or more judgments forthe payment of money in an aggregate amount in excess of $15,000,000 (to theextent not covered by independent third party insurance as to which the insureris rated at least “A” by A.M. Best Company, has been notified of the potentialclaim and does not dispute coverage) shall be rendered against any of Holdings,the Borrower, the Subsidiaries or any combination thereof and the same shallremain undischarged for a period of 30 consecutive days during whichexecution shall not be effectively stayed, or any action shall be legally takenby one or more judgment creditors to attach or levy upon any assets of any ofHoldings, the Borrower or the Subsidiaries to enforce one or more of any suchjudgments in an aggregate amount in excess of $15,000,000;

#### (l)  an ERISA Event shall have occurredthat, when taken together with all other ERISA Events that have occurred, wouldreasonably be expected to result in a Material Adverse Effect;

#### (m)  any Lien purported to becreated under any Security Document shall cease to be, or shall be asserted byany Loan Party not to be, a valid and perfected Lien on any Collateral (otherthan Collateral with an aggregate fair market value not exceeding $5,000,000),with the priority required by the applicable Security Document, except(i) as a result of the sale or other disposition of the applicableCollateral in a transaction permitted under the Loan Documents, (ii) as aresult of the Collateral Agent’s failure to maintain possession of any stockcertificates, promissory notes or other instruments delivered to it under theCollateral Agreement, (iii) as a result of the Collateral Agent’s failureto file or record any UCC financing statement or other document delivered to itfor filing or recording or (iv) as a result of the applicable SecurityDocument not requiring perfection with respect to such Collateral;

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#### (n)  any Guarantee of theObligations purported to be created under any Loan Document shall cease to be,or shall be asserted by any Loan Party not to be, in full force and effect;provided that this clause (n) shall not apply to any Guarantee that ceases tobe in full force and effect in accordance with the express terms of anyapplicable Loan Document; or

#### (o)  a Change in Control shalloccur;

then, and in every such event (other than an eventwith respect to the Borrower described in clause (h) or (i) of thisArticle), and at any time thereafter during the continuance of such event, theAdministrative Agent may, and at the request of the Required Lenders shall, bynotice to the Borrower, take either or both of the following actions, at thesame or different times: (i) terminate the Commitments, and thereupon the Commitments shallterminate immediately, and (ii) declare the Loans then outstanding to bedue and payable in whole (or in part, in which case any principal not sodeclared to be due and payable may thereafter be declared to be due andpayable), and thereupon the principal of the Loans so declared to be due andpayable, together with accrued interest thereon and all fees and otherobligations of the Borrower accrued hereunder, shall become due and payableimmediately, without presentment, demand, protest or other notice of any kind,all of which are hereby waived by the Borrower; and in case of any event withrespect to the Borrower described in clause (h) or (i) of this Article,the Commitments shall automatically terminate and the principal of the Loansthen outstanding, together with accrued interest thereon and all fees and otherobligations of the Borrower accrued hereunder, shall automatically become dueand payable, without presentment, demand, protest or other notice of any kind,all of which are hereby waived by the Borrower.

Notwithstanding clauses (d) and (g) of thisArticle, any failure to comply with Section 6.12 or 6.13 shall not, in andof itself, constitute an Event of Default for purposes of the Term Loans orentitle the Term Lenders to exercise any right or remedy until the earlier tooccur of (i) the 30th day after the delivery to the Administrative Agentby Holdings, the Borrower or any Term Lender of notice of such failure to socomply and (ii) the date that Revolving Commitments are terminated, or anyRevolving Loans are declared due and payable or any other remedies areexercised by or on behalf of the Revolving Lenders, as a result of such failureto so comply.

# ARTICLEVIII

# TheAdministrative Agent

Each of the Lenders and the Issuing Banks herebyirrevocably appoints the Administrative Agent as its agent and authorizes theAdministrative Agent to take such actions on its behalf and to exercise suchpowers as are delegated to the Administrative Agent by the terms of the LoanDocuments, together with such actions and powers as are reasonably incidentalthereto.

The bank serving as the Administrative Agent hereundershall have the same rights and powers in its capacity as a Lender as any otherLender and may exercise

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the same as though itwere not the Administrative Agent, and such bank and its Affiliates may acceptdeposits from, lend money to and generally engage in any kind of business withany of Holdings, the Borrower or the Subsidiaries or other Affiliate thereof asif it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties orobligations except those expressly set forth in the Loan Documents.  Without limiting the generality of theforegoing, (a) the Administrative Agent shall not be subject to anyfiduciary or other implied duties, regardless of whether a Default has occurredand is continuing, (b) the Administrative Agent shall not have any duty totake any discretionary action or exercise any discretionary powers, exceptdiscretionary rights and powers expressly contemplated by the Loan Documentsthat the Administrative Agent is required to exercise in writing as directed bythe Required Lenders (or such other number or percentage of the Lenders asshall be necessary under the circumstances as provided in Section 9.02),and (c) except as expressly set forth in the Loan Documents, theAdministrative Agent shall not have any duty to disclose, and shall not beliable for the failure to disclose, any information relating to any ofHoldings, the Borrower or the Subsidiaries that is communicated to or obtainedby the bank serving as Administrative Agent or any of its Affiliates in anycapacity.  The Administrative Agent shallnot be liable for any action taken or not taken by it with the consent or atthe request of the Required Lenders (or such other number or percentage of theLenders as shall be necessary under the circumstances as provided inSection 9.02) or in the absence of its own gross negligence or wilfulmisconduct.  The Administrative Agentshall be deemed not to have knowledge of any Default unless and until writtennotice thereof is given to the Administrative Agent by Holdings, the Borroweror a Lender, and the Administrative Agent shall not be responsible for or haveany duty to ascertain or inquire into (i) any statement, warranty orrepresentation made in or in connection with any Loan Document, (ii) thecontents of any certificate, report or other document delivered thereunder orin connection therewith, (iii) the performance or observance of any of thecovenants, agreements or other terms or conditions set forth in any LoanDocument, (iv) the validity, enforceability, effectiveness or genuinenessof any Loan Document or any other agreement, instrument or document, or(v) the satisfaction of any condition set forth in Article IV orelsewhere in any Loan Document, other than to confirm receipt of itemsexpressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to relyupon, and shall not incur any liability for relying upon, any notice, request,certificate, consent, statement, instrument, document or other writing believedby it to be genuine and to have been signed or sent by the proper Person.  The Administrative Agent also may rely uponany statement made to it orally or by telephone and believed by it to be madeby the proper Person, and shall not incur any liability for relying thereon.  The Administrative Agent may consult withlegal counsel (who may be counsel for the Borrower), independent accountantsand other experts selected by it, and shall not be liable for any action takenor not taken by it in good faith in accordance with the advice of any suchcounsel, accountants or experts.

The Administrative Agent may perform any and all itsduties and exercise its rights and powers by or through any one or moresub-agents appointed by the

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AdministrativeAgent.  The Administrative Agent and anysuch sub-agent may perform any and all its duties and exercise its rights andpowers through their respective Related Parties.  The exculpatory provisions of the precedingparagraphs shall apply to any such sub-agent and to the Related Parties of eachAdministrative Agent and any such sub-agent, and shall apply to theirrespective activities in connection with the syndication of the creditfacilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of asuccessor to the Administrative Agent as provided in this paragraph, theAdministrative Agent may resign at any time by notifying the Lenders, theIssuing Banks and the Borrower.  Upon anysuch resignation, the Required Lenders shall have the right to appoint asuccessor approved by the Borrower (which approval (i) shall not beunreasonably withheld or delayed and (ii) shall not be required during thecontinuance of an Event of Default).  Ifno successor shall have been so appointed by the Required Lenders and shallhave accepted such appointment within 30 days after the retiringAdministrative Agent gives notice of its resignation, then the retiringAdministrative Agent may, on behalf of the Lenders and the Issuing Banks,appoint a successor Administrative Agent which shall be a bank with an officein New York, New York, or an Affiliate of any such bank.  Upon the acceptance of its appointment asAdministrative Agent hereunder by a successor, such successor shall succeed toand become vested with all the rights, powers, privileges and duties of theretiring Administrative Agent, and the retiring Administrative Agent shall bedischarged from its duties and obligations hereunder.  The fees payable by the Borrower to asuccessor Administrative Agent shall be the same as those payable to itspredecessor unless otherwise agreed between the Borrower and suchsuccessor.  After the AdministrativeAgent’s resignation hereunder, the provisions of this Article andSection 9.03 shall continue in effect for the benefit of such retiringAdministrative Agent, its sub-agents and their respective Related Partiesin respect of any actions taken or omitted to be taken by any of them while itwas acting as Administrative Agent.

Each Lender acknowledges that it has, independentlyand without reliance upon the Administrative Agent or any other Lender andbased on such documents and information as it has deemed appropriate, made itsown credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will,independently and without reliance upon the Administrative Agent or any otherLender and based on such documents and information as it shall from time totime deem appropriate, continue to make its own decisions in taking or not takingaction under or based upon this Agreement, any other Loan Document or relatedagreement or any document furnished hereunder or thereunder.

Each party hereto agrees and acknowledges that(i) the Syndication Agent and the Joint Lead Arrangers do not have anyduties or responsibilities in their capacities as Syndication Agent and JointLead Arrangers, respectively, hereunder and shall not have, or become subjectto, any liability hereunder in such capacities and (ii) the exculpationprovisions contained herein relating to the Administrative Agent shall beequally applicable to the Syndication Agent, and the Syndication Agent shallreceive the full benefit thereof.

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# ARTICLEIX

# Miscellaneous

## SECTION 9.01. Notices.  (a)  Except in the case of notices and othercommunications expressly permitted to be given by telephone (and subject toparagraph (b) below), all notices and other communications provided forherein shall be in writing and shall be delivered by hand or overnight courierservice, mailed by certified or registered mail or sent by telecopy, asfollows:

##### (i) if to Holdings, to it at c/o Madison Dearborn CapitalPartners IV, L.P., Three First National Plaza, Suite 3800, Chicago,IL 60602, Attention of Thomas S. Souleles and Samuel M. Mencoff(Telecopy No. (312) 895-1001);

##### (ii) if to the Borrower, to it at 1111 West Jefferson Street, P.O. Box50, Boise, ID 83728, Attention of Chief Executive Officer and Chief FinancialOfficer (Telecopy No. (208) 384-4913);

##### (iii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A.,Agent Bank Services Group, 1111 Fannin Street, Houston, TX 77002,Attention of Leah Hughes (Telecopy No. (713) 750-2932) and, in the event of thedelivery of a Borrowing Request, Saji Easo (Telecopy No. (713) 750-2599), with acopy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NewYork 10017, Attention of Peter Predun (Telecopy No. (212) 270-5100);

##### (iv) if to JPMorgan Chase Bank, N.A., as Issuing Bank, to it at AgentBank Services Group, 1111 Fannin Street, Houston, TX 77002, Attentionof Leah Hughes (Telecopy No. (713) 750-2932), with a copy to JPMorgan ChaseBank, N.A., 270 Park Avenue, New York, New York 10017, Attention ofPeter Predun (Telecopy No. (212) 270-5100);

##### (v) if to the Committed Swingline Lender, to JPMorgan Chase Bank, N.A.,Agent Bank Services Group, 1111 Fannin Street, Houston, TX 77002,Attention of Leah Hughes (Telecopy No. (713) 750-2932), with a copy to JPMorganChase Bank, N.A., 270 Park Avenue, New York, New York 10017,Attention of Peter Predun (Telecopy No. (212) 270-5100); and

##### (vi) if to any other Lender or Issuing Bank, to it at its address (ortelecopy number) set forth in its Administrative Questionnaire.

### (b) Notices and other communications to the Lenders hereunder may bedelivered or furnished by electronic communications pursuant to proceduresapproved by the Administrative Agent; provided that the foregoing shallnot apply to notices pursuant to Article II unless otherwise agreed by theAdministrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agreeto accept notices and other communications to it hereunder by electroniccommunications pursuant to procedures approved by it; provided thatapproval of such procedures may be limited to particular notices orcommunications.

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### (c) Any party hereto may change its address or telecopy number for noticesand other communications hereunder by notice to the other parties hereto.  All notices and other communications given toany party hereto in accordance with the provisions of this Agreement shall bedeemed to have been given on the date of receipt.  All notices received by Holdings or theBorrower hereunder shall be deemed for all purposes under this Agreement to havebeen received by each of Holdings and the Borrower.

## SECTION 9.02. Waivers; Amendments. (a)  No failure or delay by theAdministrative Agent, any Issuing Bank, any Lender or any Loan Party inexercising any right or power hereunder or under any other Loan Document shalloperate as a waiver thereof, nor shall any single or partial exercise of anysuch right or power, or any abandonment or discontinuance of steps to enforcesuch right or power, preclude any other or further exercise thereof or theexercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks,the Lenders and the Loan Parties hereunder and under the other Loan Documentsare cumulative and are not exclusive of any rights or remedies that they wouldotherwise have.  No waiver of any provisionof any Loan Document or consent to any departure by any Loan Party therefromshall in any event be effective unless the same shall be permitted byparagraph (b) of this Section, and then such waiver or consent shall beeffective only in the specific instance and for the purpose for whichgiven.  Without limiting the generalityof the foregoing, the making of a Loan or issuance of a Letter of Credit shallnot be construed as a waiver of any Default, regardless of whether theAdministrative Agent, any Lender or any Issuing Bank may have had notice orknowledge of such Default at the time.

### (b) Neither this Agreement nor any other Loan Document nor any provisionhereof or thereof may be waived, amended or modified except, in the case ofthis Agreement, pursuant to an agreement or agreements in writing entered intoby Holdings, the Borrower and the Required Lenders or, in the case of any otherLoan Document, pursuant to an agreement or agreements in writing entered intoby the Administrative Agent and the Loan Party or Loan Parties that are partiesthereto, in each case with the consent of the Required Lenders; providedthat no such agreement shall (i) increase the Commitment of any Lenderwithout the written consent of such Lender, (ii) reduce or forgive theprincipal amount of any Loan or LC Disbursement or reduce the rate of interestthereon, or reduce any fees payable hereunder, without the written consent ofeach Lender affected thereby, (iii) postpone the maturity of any Loan, orany scheduled date of payment of the principal amount of any Term Loan underSection 2.10, or the required date of reimbursement of any LCDisbursement, or any date for the payment of any interest or fees payablehereunder, or reduce or forgive the amount of, waive or excuse any suchpayment, or postpone the scheduled date of expiration of any Commitment,without the written consent of each Lender affected thereby, (iv) changeSection 2.18(b) or (c) in a manner that would alter the pro rata sharingof payments required thereby, without the written consent of each Lender,(v) change any of the provisions of this Section or the percentage setforth in the definition of “Required Lenders” or any other provision of anyLoan Document specifying the number or percentage of Lenders (or Lenders of anyClass) required to waive, amend or modify any

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### rights thereunder or make any determination or grant any consentthereunder, without the written consent of each Lender (or each Lender of suchClass, as the case may be), (vi) release any material Guarantee under theCollateral Agreement (except as expressly provided in the CollateralAgreement), or limit the applicable Loan Party’s liability in respect of anysuch material Guarantee, without the written consent of each Lender,(vii) release all or substantially all of the Collateral from the Liens ofthe Security Documents (other than the releases expressly permitted by theSecurity Documents), without the written consent of each Lender, or(viii) change any provisions of any Loan Document in a manner that by itsterms adversely affects the rights in respect of payments due to Lendersholding Loans of any Class differently than those holding Loans of any otherClass, without the written consent of Lenders holding a majority in interest ofthe outstanding Loans and unused Commitments of each affected Class; providedfurther that (A) no such agreement shall amend, modify or otherwiseaffect the rights or duties of the Administrative Agent, any Issuing Bank orthe Swingline Lender without the prior written consent of the AdministrativeAgent, such Issuing Bank or the Swingline Lender, as the case may be,(B) any waiver, amendment or modification of this Agreement that by itsterms affects the rights or duties under this Agreement of one Class of Lenders(but not other Classes) may be effected by an agreement or agreements inwriting entered into by Holdings, the Borrower and the requisite percentage ininterest of the affected Class of Lenders that would be required to consentthereto under this Section if such Class of Lenders were the only Class ofLenders hereunder at the time, and (C) any waiver, amendment or modification ofSection 6.12 or 6.13 (or related definitions to the extent applicable todeterminations under such Sections) may be effected with the written consent ofthe Required Revolving Lenders (and shall not be effective without the writtenconsent of the Required Revolving Lenders). Notwithstanding the foregoing, any provision of this Agreement may beamended by an agreement in writing entered into by Holdings, the Borrower, theRequired Lenders and the Administrative Agent (and, if their rights orobligations are affected thereby, each Issuing Bank and the Swingline Lender)if (i) by the terms of such agreement the Commitment of each Lender notconsenting to the amendment provided for therein shall terminate upon theeffectiveness of such amendment and (ii) at the time such amendmentbecomes effective, each Lender not consenting thereto receives payment in fullof the principal of and interest accrued on each Loan made by it and all otheramounts owing to it or accrued for its account under this Agreement.

## SECTION 9.03. Expenses; Indemnity; Damage Waiver.  (a) The Borrower agrees to pay (i) all reasonable out-of-pocketexpenses incurred by the Agents and their respective Affiliates, including thereasonable fees, charges and disbursements of counsel for each of the Agents,in connection with the syndication of the credit facilities provided forherein, the preparation and administration of the Loan Documents or anyamendments, modifications or waivers of the provisions thereof (whether or notthe transactions contemplated hereby or thereby shall be consummated),(ii) all reasonable out-of-pocket expenses incurred by any IssuingBank in connection with the issuance, amendment, renewal or extension of anyLetter of Credit or any demand for payment thereunder and (iii) allout-of-pocket expenses incurred by either Agent, any Issuing Bank or anyLender, including the fees, charges and disbursements of any counsel for eitherof the Agents, any Issuing Bank or any Lender, in connection with the

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## enforcement or protection of its rights in connection with the LoanDocuments, including its rights under this Section, or in connection with theLoans made or Letters of Credit issued hereunder, including all such out-of-pocketexpenses incurred during  any workout,restructuring or negotiations in respect of such Loans or Letters of Credit.

### (b) The Borrower agrees to indemnify each Agent, each Issuing Bank and eachLender, and each Related Party of any of the foregoing Persons (each suchPerson being called an “Indemnitee”) against, and hold each Indemniteeharmless from, any and all losses, claims, damages, liabilities and relatedexpenses, including the fees, charges and disbursements of any counsel for anyIndemnitee, incurred by or asserted against any Indemnitee arising out of, inconnection with, or as a result of (i) the execution or delivery of anyLoan Document or any other agreement or instrument contemplated hereby, theperformance by the parties to the Loan Documents of their respectiveobligations thereunder or the consummation of the Third RestatementTransactions or any other transactions contemplated hereby, (ii) any Loanor Letter of Credit or the use of the proceeds therefrom (including any refusalby an Issuing Bank to honor a demand for payment under a Letter of Credit ifthe documents presented in connection with such demand do not strictly complywith the terms of such Letter of Credit), (iii) any actual or allegedpresence or release of Hazardous Materials on or from any Mortgaged Property orany other property currently or formerly owned or operated by any of theBorrower or the Subsidiaries, or any Environmental Liability related in any wayto any of the Borrower or the Subsidiaries, or (iv) any actual orprospective claim, litigation, investigation or proceeding relating to any ofthe foregoing, whether based on contract, tort or any other theory andregardless of whether any Indemnitee is a party thereto; provided thatsuch indemnity shall not, as to any Indemnitee, be available to the extent thatsuch losses, claims, damages, liabilities or related expenses resulted from(i) the gross negligence, wilful misconduct or bad faith of suchIndemnitee or (ii) a dispute arising exclusively between or among theAgents, the Lenders and/or the Issuing Banks.

### (c)  Tothe extent that the Borrower fails to pay any amount required to be paid by itto the Administrative Agent, any Issuing Bank or Committed Swingline Lenderunder paragraph (a) or (b) of this Section, (i) each Lender severallyagrees to pay to the Administrative Agent such Lender’s pro rata share(determined as of the time that the applicable unreimbursed expense orindemnity payment is sought) of such unpaid amount that is owing to theAdministrative Agent and (ii) each Revolving Lender severally agrees topay to such Issuing Bank or the Committed Swingline Lender, as the case may be,such Revolving Lender’s pro rata share (determined as of the time that theapplicable unreimbursed expense or indemnity payment is sought) of such unpaidamount that is owing to such Issuing Bank or the Committed Swingline Lender, asthe case may be; provided, in each case, that the unreimbursed expenseor indemnified loss, claim, damage, liability or related expense, as the casemay be, was incurred by or asserted against the Administrative Agent, suchIssuing Bank or the Committed Swingline Lender in its capacity as such.  For purposes of clause (i) above, aLender’s “pro rata share” shall be determined based upon its share of the sumof the total Revolving Exposures, outstanding Term Loans and unused Commitmentsat the time.  For purposes of clause (ii)above, a Revolving Lender’s “pro rata share” shall be determined based upon its

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### share of the sum of the total Revolving Exposures and unused RevolvingCommitments at the time.

### (d)  Tothe extent permitted by applicable law, none of Holdings, the Borrower, theAgents, the Lenders or the Issuing Banks shall assert, and each hereby waives,any claim against any Indemnitee, on any theory of liability, for special,indirect, consequential or punitive damages (as opposed to direct or actualdamages) arising out of, in connection with, or as a result of, this Agreementor any agreement or instrument contemplated hereby, the Third RestatementTransactions, any Loan or Letter of Credit or the use of the proceeds thereof.

### (e) All amounts due under this Section shall be payable promptly afterwritten demand therefor.

## SECTION 9.04. Successors and Assigns. (a)  The provisions of thisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns permitted hereby (including anyAffiliate of any Issuing Bank that issues any Letter of Credit), except that(i) the Borrower may not assign or otherwise transfer any of its rights orobligations hereunder without the prior written consent of each Lender (and anyattempted assignment or transfer by the Borrower without such consent shall benull and void) and (ii) no Lender may assign or otherwise transfer itsrights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or implied,shall be construed to confer upon any Person (other than the parties hereto,their respective successors and assigns permitted hereby (including anyAffiliate of any Issuing Bank that issues any Letter of Credit), Participants(to the extent provided in paragraph (c) of this Section) and, to theextent expressly contemplated hereby, the Related Parties of each of theAdministrative Agent, the Issuing Banks and the Lenders) any legal or equitableright, remedy or claim under or by reason of this Agreement.

### (b) (i)  Subject to the conditions setforth in paragraph (b)(ii) below, any Lender may assign to one or moreassignees all or a portion of its rights and obligations under this Agreement(including all or a portion of its Commitment and the Loans at the time owingto it) with the prior written consent (such consent not to be unreasonablywithheld or delayed) of:

(A)  the Borrower; provided that no consentof the Borrower shall be required for an assignment to a Lender, an Affiliateof a Lender, an Approved Fund or, if an Event of Default has occurred and iscontinuing, any other assignee; and

(B)  the Administrative Agent; providedthat no consent of the Administrative Agent shall be required for an assignmentof all or any portion of a Term Loan to a Lender, an Affiliate of a Lender oran Approved Fund; and

(C)  each Issuing Bank; provided that noconsent of any Issuing Bank shall be required for an assignment of all or anyportion of a Term Loan.

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###### (ii) Assignments shall be subject to the following additional conditions:

(A)  except in the case of an assignment to aLender or an Affiliate of a Lender or an Approved Fund or an assignment of theentire remaining amount of the assigning Lender’s Commitment or Loans of anyClass, the amount of the Commitment or Loans of the assigning Lender subject toeach such assignment (determined as of the date the Assignment and Assumptionwith respect to such assignment is delivered to the Administrative Agent) shallnot be less than $5,000,000 or, in the case of a Term Loan, $1,000,000 unlessthe Borrower and the Administrative Agent otherwise consent; providedthat simultaneous assignments to two or more related Approved Funds shall beaggregated for purposes of determining compliance with such minimum assignmentthresholds; provided further no such consent of the Borrower shall berequired if an Event of Default has occurred and is continuing;

(B)  each partial assignment shall be made as anassignment of a proportionate part of all the assigning Lender’s rights andobligations under this Agreement, except that this clause (B) shall not beconstrued to prohibit the assignment of a proportionate part of all theassigning Lender’s rights and obligations in respect of one Class ofCommitments or Loans;

(C)  the parties to each assignment shall executeand deliver to the Administrative Agent an Assignment and Assumption, togetherwith a processing and recordation fee of $3,500 to be paid by the assignor orassignee; provided that only one such fee shall be payable in connectionwith simultaneous assignments to or by two or more related Approved Funds; and

(D)  the assignee, if it shall not be a Lender,shall deliver to the Administrative Agent an Administrative Questionnaire inwhich the assignee designates one or more contacts to whom all syndicate-levelinformation (which may contain material non-public information about the LoanParties and their Related Parties or their respective securities) will be madeavailable and who may receive such information in accordance with the assignee’scompliance procedures and applicable laws, including Federal and statesecurities laws.

For purposes of this Section 9.04(b), the term “ApprovedFund” has the following meaning:

“Approved Fund” means any Person (other than anatural person) that is engaged in making, purchasing, holding or investing inbank loans and similar extensions of credit in the ordinary course and that isadministered, advised, or managed by, or has as its principal investmentadvisor, a Lender, an Affiliate of a Lender or an entity or an Affiliate of anentity that administers, advises, or manages a Lender or is the principalinvestment advisor of a Lender.

###### (iii) Subject to acceptance and recording thereof pursuant toparagraph (b)(iv) of this Section, from and after the effective datespecified in each

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###### Assignment and Assumption, the assignee thereunder shall be a partyhereto and, to the extent of the interest assigned by such Assignment andAssumption, shall have the rights and obligations of a Lender under thisAgreement, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Assumption, be released from itsobligations under this Agreement (and, in the case of an Assignment andAssumption covering all of the assigning Lender’s rights and obligations under thisAgreement, such Lender shall cease to be a party hereto but shall continue tobe entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender ofrights or obligations under this Agreement that does not comply with thisSection 9.04 shall be treated for purposes of this Agreement as a sale bysuch Lender of a participation in such rights and obligations in accordancewith paragraph (c) of this Section.

###### (iv) The Administrative Agent, acting for this purpose as an agent of theBorrower, shall maintain at one of its offices in The City of New York a copyof each Assignment and Assumption delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitment of,and principal amount of the Loans and LC Disbursements owing to, each Lenderpursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall beconclusive, and each of Holdings, the Borrower, the Administrative Agent, theIssuing Banks and the Lenders may treat each Person whose name is recorded inthe Register pursuant to the terms hereof as a Lender hereunder for allpurposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspectionby the Borrower, any Issuing Bank and any Lender, at any reasonable time andfrom time to time upon reasonable prior notice.

###### (v) Upon its receipt of a duly completed Assignment and Assumption executedby an assigning Lender and an assignee, the assignee’s completed AdministrativeQuestionnaire (unless the assignee shall already be a Lender hereunder), theprocessing and recordation fee referred to in paragraph (b) of thisSection and any written consent to such assignment required by paragraph (b)of this Section, the Administrative Agent shall accept such Assignment andAssumption and record the information contained therein in the Register.  No assignment shall be effective for purposesof this Agreement unless it has been recorded in the Register as provided inthis paragraph.

### (c) (i)  Any Lender may, without theconsent of the Borrower, the Administrative Agent, the Issuing Banks or theCommitted Swingline Lender, sell participations to one or more banks or otherentities (a “Participant”) in all or a portion of such Lender’s rightsand obligations under this Agreement (including all or a portion of itsCommitment and the Loans owing to it); provided that (A) suchLender’s obligations under this Agreement shall remain unchanged, (B) suchLender shall remain solely responsible to the other parties hereto for theperformance of such obligations and (C) Holdings, the Borrower, theAdministrative Agent, the Issuing Banks and the other Lenders shall continue todeal solely and directly with such Lender in connection with such Lender’srights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such aparticipation shall provide that such Lender shall

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### retain the sole right to enforce the Loan Documents and to approve anyamendment, modification or waiver of any provision of the Loan Documents; providedthat such agreement or instrument may provide that such Lender will not,without the consent of the Participant, agree to any amendment, modification orwaiver described in the first proviso to Section 9.02(b) that affects suchParticipant.  Subject toparagraph (f) of this Section, the Borrower agrees that each Participantshall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to thesame extent as if it were a Lender and had acquired its interest by assignmentpursuant to paragraph (c)(ii) of this Section.  To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 9.08 asthough it were a Lender, provided such Participant agrees to be subject toSection 2.18(c) as though it were a Lender.

###### (ii)  AParticipant shall not be entitled to receive any greater payment underSection 2.15 or 2.17 than the applicable Lender would have been entitledto receive with respect to the participation sold to such Participant, unlessthe sale of the participation to such Participant is made with the Borrower’sprior written consent.  A Participantthat would be a Foreign Lender if it were a Lender shall not be entitled to thebenefits of Section 2.17 unless the Borrower is notified of theparticipation sold to such Participant and such Participant agrees, for thebenefit of the Borrower, to comply with Section 2.17(e) as though it werea Lender.

### (d) Any Lender may, without the consent of the Borrower or theAdministrative Agent, at any time pledge or assign a security interest in allor any portion of its rights under this Agreement to secure obligations of suchLender, including any pledge or assignment to secure obligations to a FederalReserve Bank, and this Section shall not apply to any such pledge or assignmentof a security interest; provided that no such pledge or assignment of asecurity interest shall release a Lender from any of its obligations hereunderor substitute any such pledgee or assignee for such Lender as a party hereto.

## SECTION 9.05. Survival.  All covenants,agreements, representations and warranties made by the Loan Parties in the LoanDocuments and in the certificates or other instruments  delivered in connection with or pursuant tothis Agreement or any other Loan Document shall be considered to have beenrelied upon by the other parties hereto and shall survive the execution anddelivery of the Loan Documents and the making of any Loans and issuance of anyLetters of Credit, regardless of any investigation made by any such other partyor on its behalf and notwithstanding that the Administrative Agent, any IssuingBank or any Lender may have had notice or knowledge of any Default or incorrectrepresentation or warranty at the time any credit is extended hereunder, andshall continue in full force and effect as long as the principal of or anyaccrued interest on any Loan or any fee or any other amount payable under thisAgreement is outstanding and unpaid or any Letter of Credit is outstanding andso long as the Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16,2.17 and 9.03 and Article VIII shall survive and remain in full force andeffect regardless of the consummation of the transactions contemplated hereby,the repayment of the Loans, the expiration or termination of the Letters ofCredit and the Commitments or the termination of this Agreement or anyprovision hereof.

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## SECTION 9.06. Counterparts; Integration; Effectiveness.  This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), eachof which shall constitute an original, but all of which when taken togethershall constitute a single contract.  ThisAgreement, the other Loan Documents and any separate letter agreements withrespect to fees payable to the Administrative Agent constitute the entirecontract among the parties relating to the subject matter hereof and supersedeany and all previous agreements and understandings, oral or written, relatingto the subject matter hereof.  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns.

## SECTION 9.07. Severability.  Anyprovision of this Agreement held to be invalid, illegal or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch invalidity, illegality or unenforceability without affecting the validity,legality and enforceability of the remaining provisions hereof; and theinvalidity of a particular provision in a particular jurisdiction shall notinvalidate such provision in any other jurisdiction.

## SECTION 9.08. Right of Setoff.  If(a) an Event of Default (other than with respect to clause (a) or (b)of Article VII) shall have occurred and be continuing and the Loans shallhave been declared due and payable by the Administrative Agent or (b) anEvent of Default shall have occurred and be continuing with respect toclause (a) or (b) of Article VII, each Lender and each of itsAffiliates is hereby authorized at any time and from time to time, to thefullest extent permitted by law, to set off and apply any and all deposits(general or special, time or demand, provisional or final) at any time held andother obligations at any time owing by such Lender or Affiliate to or for thecredit or the account of the Borrower against any of and all the obligations ofthe Borrower now or hereafter existing under this Agreement held by suchLender, irrespective of whether or not such Lender shall have made any demandunder this Agreement and although such obligations may be unmatured.  In the event that any Lender or an Affiliateof a Lender exercises its rights under this Section 9.08, such Lendershall promptly thereafter provide to the Borrower notice thereof (it beingunderstood that a Lender’s failure to provide such notice shall not affect itsrights under this Section 9.08). The rights of each Lender under this Section are in addition to otherrights and remedies (including other rights of setoff) which such Lender mayhave.

## SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.  (a) This Agreement shall be construed in accordance with and governed by thelaw of the State of New York.

### (b) Each of Holdings and the Borrower hereby irrevocably and unconditionallysubmits, for itself and its property, to the nonexclusive jurisdiction of theSupreme Court of the State of New York sitting in New York County and of theUnited States District Court of the Southern District of New York, and anyappellate court from any thereof, in any action or proceeding arising out of orrelating to any Loan Document, or for recognition or enforcement of anyjudgment, and each of the parties hereto hereby irrevocably and unconditionallyagrees that all claims in respect of any such action or proceeding may be heardand determined in such New York State or, to the extent

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### permitted by law, in such Federal court.  Each of the parties hereto agrees that afinal judgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law.  Nothing in thisAgreement or any other Loan Document shall affect any right that theAdministrative Agent, any Issuing Bank or any Lender may otherwise have tobring any action or proceeding relating to this Agreement or any other LoanDocument against Holdings, the Borrower or its properties in the courts of anyjurisdiction.

### (c) Each of Holdings and the Borrower hereby irrevocably and unconditionallywaives, to the fullest extent it may legally and effectively do so, anyobjection which it may now or hereafter have to the laying of venue of anysuit, action or proceeding arising out of or relating to this Agreement or anyother Loan Document in any court referred to in the first sentence ofparagraph (b) of this Section.  Eachof the parties hereto hereby irrevocably waives, to the fullest extentpermitted by law, the defense of an inconvenient forum to the maintenance ofsuch action or proceeding in any such court.

### (d) Each party to this Agreement irrevocably consents to service of processin the manner provided for notices in Section 9.01.  Nothing in this Agreement or any other LoanDocument will affect the right of any party to this Agreement to serve processin any other manner permitted by law.

## SECTION 9.10. WAIVER OF JURY TRIAL.  EACHPARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATINGTO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE THIRD RESTATEMENT TRANSACTIONSOR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,TORT OR ANY OTHER THEORY).  EACH PARTYHERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANYOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTYWOULD 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 TOENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

## SECTION 9.11. Headings.  Article andSection headings and the Table of Contents used herein are for convenience ofreference only, are not part of this Agreement and shall not affect theconstruction of, or be taken into consideration in interpreting, thisAgreement.

## SECTION 9.12. Confidentiality.  Each ofthe Administrative Agent, the Issuing Banks and the Lenders agrees to maintainthe confidentiality of the Information (as defined below), except thatInformation may be disclosed (a) to its and its Affiliates’ directors,officers, employees and agents, including accountants, legal counsel and other

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## advisors (it being understood that the Persons to whom such disclosureis made will be informed of the confidential nature of such Information andinstructed to keep such Information confidential), (b) to the extentrequested by any regulatory authority, (c) to the extent required byapplicable laws or regulations or by any subpoena or similar legal process,(d) to any other party to this Agreement, (e) in connection with theexercise of any remedies hereunder or any suit, action or proceeding relatingto this Agreement or any other Loan Document or the enforcement of rightshereunder or thereunder, (f) subject to an agreement containing provisionssubstantially the same as those of this Section, to (i) any assignee of orParticipant in, or any prospective assignee of or Participant in, any of itsrights or obligations under this Agreement, (ii) any pledgee referred toin Section 9.04(d) or (iii) any actual or prospective counterparty (or itsadvisors) to any swap or derivative transaction relating to the Borrower andits obligations, (g) with the consent of Holdings or the Borrower or(h) to the extent such Information (i) becomes publicly availableother than as a result of a breach of this Section or (ii) becomesavailable to the Administrative Agent, any Issuing Bank or any Lender on anonconfidential basis from a source other than Holdings or the Borrower.  For the purposes of this Section, “Information”means all information received from Holdings or the Borrower relating toHoldings or the Borrower or their business, other than any such informationthat is available to the Administrative Agent, any Issuing Bank or any Lenderon a nonconfidential basis prior to disclosure by Holdings or theBorrower.  Any Person required tomaintain the confidentiality of Information as provided in this Section shallbe considered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidential information.

Each Lender acknowledges that information as definedin Section 9.12(a) furnished to it pursuant to this agreement may includematerial non-public information concerning the Borrower and  its related parties or their respectivesecurities, and confirms that it has developed compliance procedures regardingthe use of material non-public information and that it will handle suchmaterial non-public information in accordance with those procedures andapplicable law, including federal and state securities laws.

All information, including requests for waivers andamendments, furnished by the Borrower or the Administrative Agent pursuant to,or in the course of administering, this agreement will be syndicate-levelinformation, which may contain material non-public information about theloan parties and their related parties or their respective securities.  Accordingly, each Lender represents to theBorrower and the Administrative Agent that it has identified in its administrativequestionnaire a credit contact who may receive information that may containmaterial non-public information in accordance with its compliance proceduresand applicable law, including federal and state securities laws.

## SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time theinterest rate applicable to any Loan, together with all fees, charges and otheramounts which are treated as interest on such Loan under applicable law(collectively the “Charges”), shall exceed the maximum lawful rate (the

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## “Maximum Rate”) which may be contracted for, charged, taken,received or reserved by the Lender holding such Loan in accordance withapplicable law, the rate of interest payable in respect of such Loan hereunder,together with all Charges payable in respect thereof, shall be limited to theMaximum Rate and, to the extent lawful, the interest and Charges that wouldhave been payable in respect of such Loan but were not payable as a result ofthe operation of this Section shall be cumulated and the interest and Chargespayable to such Lender in respect of other Loans or periods shall be increased(but not above the Maximum Rate therefor) until such cumulated amount, togetherwith interest thereon at the Federal Funds Effective Rate to the date ofrepayment, shall have been received by such Lender.

## SECTION 9.14. USA Patriot Act.  Each Lender hereby notifies theBorrower and Holdings that pursuant to the requirements of the USA Patriot Act(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the“Act”), it is required to obtain, verify and record information thatidentifies the Borrower and Holdings, which information includes the name andaddress of the Borrower and Holdings and other information that will allow suchLender to identify the Borrower and Holdings in accordance with the Act.

## SECTION 9.15. Effectiveness of Third Restated Credit Agreement.  After the Third Restatement Effective Date,all obligations of the Borrower under the Second Restated Credit Agreementshall become obligations of the Borrower hereunder, secured by the SecurityDocuments, and the provisions of the Second Restated Credit Agreement shall besuperseded by the provisions hereof.

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