exh4-2.htm


     

    
      

      

    

     

     

    Execution
Copy

    


    


     

    $115,000,000

     

    REVOLVING
CREDIT AGREEMENT

     

    among

     

     

    TEXAS
PETROCHEMICALS LP,

     

     

    and

     

     

    THE
OTHER BORROWERS NAMED HEREIN,

     

    as
Borrowers,

     

    TEXAS
PETROCHEMICALS LP,

     

    as
Funds Administrator,

     

    VARIOUS
LENDING INSTITUTIONS,

     

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

    as
Administrative Agent,

     

    and

     

    LASALLE
BANK NATIONAL ASSOCIATION,

     

    as
Collateral Agent,

     

     

    __________________________________________________________________________

     

    with

     

     LASALLE
BANK NATIONAL ASSOCIATION,

     

    as
Syndication Agent,

     

    and

     

    WACHOVIA
BANK, NATIONAL ASSOCIATION

     

    and

     

    WELLS
FARGO FOOTHILL, LLC,

     

    and

     

    ALLIED
IRISH BANK, PLC

     

    as
Co-Documentation Agents

    


    Dated
as of June 27, 2006

    


    


     

    Arranged
by

     

    DEUTSCHE
BANK SECURITIES INC. ,

    and

    LASALLE
BANK NATIONAL ASSOCIATION

    as
Joint Lead Arrangers and Joint Book Runners


    
      
        
          


          CHI:1715677.10

        

         


      

      
         


        
          

        

      

      
         


        
          


          


          Table of Contents


          


          Page


        

      

    

    

      
        	
                ARTICLE
      I DEFINITIONS
      AND ACCOUNTING TERMS

              	
                1

              
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Accounting
      Terms; Pro Forma Calculations; Financial Statements.

              	
                46

              
	
                ARTICLE
      II LOANS

              	
                47

              
	
                2.1

              	
                Commitments;
      Delivery of Notes

              	
                47

              
	
                2.2

              	
                Borrowing
      Mechanics; Interim Advances.

              	
                47

              
	
                2.3

              	
                Settlements
      Among the Administrative Agent and the Lenders.

              	
                50

              
	
                2.4

              	
                Mandatory
      Payment; Mandatory Reduction of Commitments.

              	
                51

              
	
                2.5

              	
                Payments
      and Computations.

              	
                53

              
	
                2.6

              	
                Maintenance
      of Account

              	
                54

              
	
                2.7

              	
                Statement
      of Account

              	
                55

              
	
                2.8

              	
                Net
      Payments.

              	
                55

              
	
                2.9

              	
                Sharing
      of Payments

              	
                56

              
	
                2.10

              	
                Increase
      in Commitments

              	
                57

              
	
                ARTICLE
      III LETTERS
      OF CREDIT

              	
                59

              
	
                3.1

              	
                Issuance
      of Letters of Credit

              	
                59

              
	
                3.2

              	
                Procedure
      for Issuance

              	
                60

              
	
                3.3

              	
                Terms
      of Letters of Credit

              	
                60

              
	
                3.4

              	
                Lenders’
      Participation

              	
                61

              
	
                3.5

              	
                Maturity
      of Drawings; Interest Thereon

              	
                62

              
	
                3.6

              	
                Payment
      of Amounts Drawn Under Letters of Credit; Funding of L/C
      Participations

              	
                62

              
	
                3.7

              	
                Nature
      of Issuing Bank’s Duties

              	
                63

              
	
                3.8

              	
                Obligations
      Absolute

              	
                64

              
	
                3.9

              	
                Outstanding
      Letter of Credit

              	
                65

              
	
                ARTICLE
      IV INTEREST,
      FEES AND EXPENSES

              	
                65

              
	
                4.1

              	
                Interest
      on Eurocurrency Loans

              	
                65

              
	
                4.2

              	
                Interest
      on Base Rate Loans

              	
                65

              
	
                4.3

              	
                Notice
      of Continuation and Notice of Conversion.

              	
                66

              
	
                4.4

              	
                Computation
      of Interest and Fees

              	
                68

              
	
                4.5

              	
                Interest
      Periods

              	
                68

              
	
                4.6

              	
                Interest
      After Event of Default

              	
                68

              
	
                4.7

              	
                Unused
      Line Fees

              	
                69

              
	
                4.8

              	
                Letter
      of Credit Fees

              	
                69

              
	
                4.9

              	
                Intentionally
      Omitted.

              	
                69

              
	
                4.10

              	
                Authorization
      to Charge Borrowers’ Accounts

              	
                69

              
	
                4.11

              	
                Compensation
      for Funding Losses

              	
                70

              
	
                4.12

              	
                Increased
      Costs, Illegality, Etc.

              	
                71

              
	
                4.13

              	
                Mitigation
      Obligations; Replacement of Affected Lenders.

              	
                72

              
	
                ARTICLE
      V CONDITIONS
      OF CREDIT

              	
                73

              


      

    

     

     

    
      
         


      

      
        i

        
          

        

      

      
         


        
          


          


          Table of Contents


          (continued)

          Page 

          


        

      

    


    
      
        	
                5.1

              	
                Conditions
      Precedent to the Initial Borrowing

              	
                73

              
	
                5.2

              	
                Conditions
      to Each Credit Event

              	
                81

              
	
                ARTICLE
      VI REPRESENTATIONS AND WARRANTIES

              	
                81

              
	
                6.1

              	
                Corporate
      Status

              	
                81

              
	
                6.2

              	
                Corporate
      Power and Authority

              	
                82

              
	
                6.3

              	
                No
      Violation

              	
                82

              
	
                6.4

              	
                Governmental
      Approvals

              	
                82

              
	
                6.5

              	
                Financial
      Statements; Financial Condition; Undisclosed Liabilities Projections;
      etc.

              	
                83

              
	
                6.6

              	
                Litigation
      and Judgments

              	
                84

              
	
                6.7

              	
                True
      and Complete Disclosure

              	
                84

              
	
                6.8

              	
                Use
      of Proceeds; Margin Regulations.

              	
                84

              
	
                6.9

              	
                Taxes.

              	
                85

              
	
                6.10

              	
                Compliance
      With ERISA; Foreign Pension Plans

              	
                85

              
	
                6.11

              	
                Security
      Documents.

              	
                86

              
	
                6.12

              	
                The
      Transaction

              	
                87

              
	
                6.13

              	
                Ownership
      of Property

              	
                88

              
	
                6.14

              	
                Capitalization
      of Company

              	
                89

              
	
                6.15

              	
                Subsidiaries.

              	
                89

              
	
                6.16

              	
                Compliance
      With Law, Etc

              	
                90

              
	
                6.17

              	
                Investment
      Company Act

              	
                90

              
	
                6.18

              	
                Certain
      Fees

              	
                90

              
	
                6.19

              	
                Environmental
      Matters

              	
                90

              
	
                6.20

              	
                Labor
      Relations

              	
                91

              
	
                6.21

              	
                Intellectual
      Property, Licenses, Franchises and Formulas

              	
                91

              
	
                6.22

              	
                Anti-Terrorism
      Laws

              	
                92

              
	
                6.23

              	
                Locations
      of Offices, Records and Inventory

              	
                93

              
	
                6.24

              	
                Deposit
      Accounts and Investment Accounts

              	
                93

              
	
                6.25

              	
                Status
      of Accounts

              	
                93

              
	
                ARTICLE
      VII AFFIRMATIVE COVENANTS

              	
                93

              
	
                7.1

              	
                Financial
      Statements

              	
                94

              
	
                7.2

              	
                Certificates;
      Other Information

              	
                94

              
	
                7.3

              	
                Notices

              	
                96

              
	
                7.4

              	
                Conduct
      of Business and Maintenance of Existence; Compliance with
    Laws

              	
                98

              
	
                7.5

              	
                Payment
      of Obligations

              	
                98

              
	
                7.6

              	
                Inspection
      of Property, Books and Records.

              	
                98

              
	
                7.7

              	
                ERISA;
      Foreign Pension Plan

              	
                99

              
	
                7.8

              	
                Maintenance
      of Property, Insurance

              	
                101

              
	
                7.9

              	
                Environmental
      Laws

              	
                102

              
	
                7.10

              	
                Use
      of Proceeds

              	
                102

              
	
                7.11

              	
                Additional
      Security; Further Assurances.

              	
                102

              
	
                7.12

              	
                Annual
      Meetings with Lenders

              	
                104

              


      

    

     

     

    
      
         


      

      
        ii

        
          

        

      

      
         


        
          


          


          Table of Contents


          (continued)

          Page 

          


        

      

    


    
      
        	
                7.13

              	
                Interest
      Rate Protection

              	
                105

              
	
                7.14

              	
                Certain
      Collateral.

              	
                105

              
	
                ARTICLE
      VIII NEGATIVE COVENANTS

              	
                106

              
	
                8.1

              	
                Liens

              	
                106

              
	
                8.2

              	
                Indebtedness
      and Disqualified Stock

              	
                107

              
	
                8.3

              	
                Fundamental
      Changes

              	
                108

              
	
                8.4

              	
                Asset
      Sales

              	
                109

              
	
                8.5

              	
                Restricted
      Payments

              	
                110

              
	
                8.6

              	
                Issuance
      of Subsidiary Stock

              	
                111

              
	
                8.7

              	
                Loans,
      Investment and Acquisitions

              	
                112

              
	
                8.8

              	
                Transactions
      with Affiliates

              	
                113

              
	
                8.9

              	
                Intentionally
      Omitted.

              	
                114

              
	
                8.10

              	
                Lines
      of Business

              	
                114

              
	
                8.11

              	
                Fiscal
      Year

              	
                114

              
	
                8.12

              	
                Limitation
      on Voluntary Payments and Modifications of Indebtedness; Modifications of
      Certificate of Incorporation, By-Laws and Certain Other Agreements;
      Certain Derivative Transactions; etc

              	
                114

              
	
                8.13

              	
                Limitation
      on Certain Restrictions

              	
                115

              
	
                8.14

              	
                New
      Accounts

              	
                116

              
	
                8.15

              	
                No
      Excess Cash

              	
                116

              
	
                8.16

              	
                New
      Collateral Locations

              	
                116

              
	
                8.17

              	
                Receivables
      Financing Programs

              	
                116

              
	
                ARTICLE
      IX FINANCIAL COVENANTS

              	
                116

              
	
                9.1

              	
                Minimum
      Consolidated Fixed Charge Coverage Ratio

              	
                116

              
	
                ARTICLE
      X EVENTS OF DEFAULT

              	
                117

              
	
                10.1

              	
                Events
      of Default

              	
                117

              
	
                10.2

              	
                Rights
      Not Exclusive

              	
                120

              
	
                ARTICLE
      XI THE ADMINISTRATIVE AGENT

              	
                121

              
	
                11.1

              	
                Appointment

              	
                121

              
	
                11.2

              	
                Nature
      of Duties

              	
                121

              
	
                11.3

              	
                Exculpation,
      Rights Etc

              	
                121

              
	
                11.4

              	
                Reliance

              	
                122

              
	
                11.5

              	
                Indemnification

              	
                122

              
	
                11.6

              	
                Administrative
      Agent In Its Individual Capacity

              	
                122

              
	
                11.7

              	
                Notice
      of Default

              	
                123

              
	
                11.8

              	
                Holders
      of Obligations

              	
                123

              
	
                11.9

              	
                Resignation
      by Administrative Agent

              	
                123

              
	
                11.10

              	
                The
      Joint Lead Arrangers, Joint Book Runners and Collateral
    Agent

              	
                123

              


      

    

     

     

    
      
         


      

      
        iii

        
          

        

      

      
         


        
          


          


          Table of Contents


          (continued)

          Page 

          


        

      

    

     

    
      
        	
                ARTICLE
      XII MISCELLANEOUS

              	
                124

              
	
                12.1

              	
                No
      Waiver; Modifications in Writing.

              	
                124

              
	
                12.2

              	
                Further
      Assurances

              	
                125

              
	
                12.3

              	
                Notices,
      Etc

              	
                125

              
	
                12.4

              	
                Costs
      and Expenses; Indemnification.

              	
                126

              
	
                12.5

              	
                Confirmations

              	
                129

              
	
                12.6

              	
                Adjustment;
      Setoff.

              	
                129

              
	
                12.7

              	
                Execution
      in Counterparts; Electronic Execution; Effectiveness.

              	
                130

              
	
                12.8

              	
                Binding
      Effect; Assignment; Addition and Substitution of Lenders.

              	
                131

              
	
                12.9

              	
                Defaulting
      Lender.

              	
                133

              
	
                12.10

              	
                CONSENT
      TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.

              	
                134

              
	
                12.11

              	
                Severability
      of Provisions

              	
                135

              
	
                12.12

              	
                Transfers
      of Notes

              	
                135

              
	
                12.13

              	
                Registry

              	
                136

              
	
                12.14

              	
                Headings

              	
                136

              
	
                12.15

              	
                Termination
      of Agreement

              	
                136

              
	
                12.16

              	
                Treatment
      of Certain Information; Confidentiality

              	
                137

              
	
                12.17

              	
                Concerning
      the Collateral and the Loan Documents.

              	
                137

              
	
                12.18

              	
                Joint
      and Several Liability of Borrowers.

              	
                139

              
	
                12.19

              	
                USA
      Patriot Act

              	
                141

              


      

    

     


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    INDEX OF SCHEDULES AND
EXHIBITS

    


    


    Annexes

     

     

    
      
        	
                Annex
      I

              	
                Lenders;
      Commitments; Lending
Offices

              


      



    Exhibits

     

    
      
        	
                Exhibit
      2.1(b)

              	
                Form
      of Note

              
	
                Exhibit
      2.2(a)(i)

              	
                Form
      of Notice of Borrowing

              
	
                Exhibit
      2.8(d)(i)

              	
                Form
      of Section 2.8(d)(i) Certificate

              
	 
      	 
      
	
                Exhibit
      3.2(a)

              	
                Form
      of Letter of Credit Request

              
	
                Exhibit
      4.3(a)

              	
                Form
      of Notice of  Continuation

              
	
                Exhibit
      4.3(b)

              	
                Form
      of Notice of  Conversion

              
	
                Exhibit
      5.1(a)(ii)

              	
                Form
      of Subsidiary Guaranty

              
	
                Exhibit
      5.1(a)(iii)

              	
                Form
      of Security Agreement

              
	
                Exhibit
      5.12(b)(i)

              	
                Form
      of Perfection Certificate

              
	
                Exhibit
      5.1(f)(iv)

              	
                Form
      of Intercreditor Agreement

              
	
                Exhibit
      7.1(d)

              	
                Form
      of Leverage Certificate

              
	
                Exhibit
      7.2(a)

              	
                Form
      of Compliance Certificate

              
	
                Exhibit
      7.2(g)

              	
                Form
      of Borrowing Base Certificate

              
	
                Exhibit
      12.8(c)

              	
                Form
      of Assignment and Assumption
Agreement

              


      

    

     

     

    


    


    Schedules

    


    
      
        	
                Schedule
      1.1(a)

              	
                Business
      and Collateral Locations

              
	
                Schedule
      1.1(b)

              	
                Consolidated
      EBITDA

              
	
                Schedule
      1.1(c)

              	
                Permitted
      Subordinated Debt Provisions

              
	
                Schedule
      3.9

              	
                Letter
      of Credit Outstanding on the Closing Date

              
	
                Schedule
      6.5(a)

              	
                Pro
      Forma Balance Sheet

              
	
                Schedule
      6.5(d)

              	
                Projections

              
	
                Schedule
      6.10

              	
                ERISA;
      Foreign Pension Plans

              
	
                Schedule
      6.11(c)

              	
                Owned
      and Leased Real Property

              
	
                Schedule
      6.14

              	
                Capitalization
      of Company

              
	
                Schedule
      6.15

              	
                Subsidiaries

              
	
                Schedule
      6.24

              	
                Accounts

              
	
                Schedule
      7.8

              	
                Insurance

              
	
                Schedule
      8.1(c)

              	
                Existing
      Liens

              
	
                Schedule
      8.2(j)

              	
                Indebtedness
      to Remain Outstanding

              
	
                Schedule
      8.7

              	
                Existing
      Investments and Acquisitions

              
	
                Schedule
      12.3

              	
                Notice
      Addresses.

              


      

    

     

     

    
 

    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    REVOLVING CREDIT AGREEMENT

     

    THIS REVOLVING CREDIT AGREEMENT is dated as of June 27, 2006 and is made by and among Texas
Petrochemicals LP, a Texas limited partnership (“Company”), Texas
Butylene Chemical Corporation, a Texas corporation (“Texas Butylene” and
together with the Company, the “Borrowers” with the
Company acting in its capacity as Funds Administrator for the Borrowers), the
undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder (collectively, the
“Lenders,” and each
individually, a “Lender”), Deutsche
Bank Trust Company Americas, as administrative agent (“Administrative
Agent”) for the Lenders, and LaSalle Bank National
Association, as Collateral Agent (as defined herein).

     

    W
I T N E S S E T
H:

    


    WHEREAS, the Borrowers have requested that the
Lenders make revolving loans to and issue
letters of credit for the account of the Borrowers in the
aggregate principal amount of up to $115.0 million maturing on June 27, 2011;

     

    WHEREAS, the proceeds of the revolving loans and letters of credit
described above will be used by Company to finance in part
the acquisition by Company of the Butadiene/MTBE business (the “Acquired Business”)
of Huntsman Petrochemical Corporation and Huntsman Fuels, LP (the “Huntsman
Acquisition”), to pay related fees and expenses in connection therewith
(collectively, together with the incurrence of the Term Loan Credit Facility (as
defined herein), the “Transaction”) and for
ongoing working capital and general corporate purposes;

     

    WHEREAS, the Lenders are willing to extend
commitments to make the revolving credit loans to and issue
letters of credit for the account of the Borrowers for the purposes specified
above and only on the terms and subject to the conditions set forth herein;

     

    NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and, among other things, (i) the assignment of and the grant of a security interest in the
Collateral by the Borrowers and their
Material Domestic Subsidiaries in favor of Administrative Agent for the benefit of the Lenders pursuant to the Security Agreement and (ii) the granting of
mortgages by the Borrowers and their Material Domestic Subsidiaries in the Mortgaged
Property pursuant to the Mortgages, the parties hereto agree
as follows:

     

    ARTICLE I

     

    


     

    DEFINITIONS AND ACCOUNTING
TERMS

     

    1.1           Definitions.  As
used herein, and unless the context requires a different
meaning, the following terms have the meanings indicated:

     

    “Accounts” shall mean,
with respect to any Person, all of such Person’s accounts, whether existing now
or in the future, including, without limitation, (a) all accounts
receivable, (b) all unpaid seller’s rights of such Person (including
rescission, replevin, reclamation and stoppage in transit) relating to the
foregoing or arising therefrom, (c) all rights of such Person
to

     


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    any goods
represented by any of the foregoing, including returned or repossessed goods,
(d) all reserves and credit balances held by such Person with respect to
any such accounts receivable or account debtors and (e) all Guarantees or
collateral for any of the foregoing.

     

    “Acquisition” means
any transaction or series of transactions by which a Person
acquires (a) all or substantially all of a business or business unit conducted
by another Person whether through purchase of assets, merger,
consolidation or otherwise, or (b) greater than 50% of the Voting Stock of
another Person.

     

    “Additional
Collateral” shall have the meaning ascribed to that term in Section
7.11(c).

     

    “Additional Commitment
Lender” shall have the meaning ascribed to that term in Section
2.10(a).

     

    “Additional Security
Documents” means all mortgages, pledge agreements, security agreements
and other security documents entered into pursuant to Section 7.11 with respect to
Additional Collateral, in each case, as amended, supplemented
or otherwise modified from time to time.

     

    “Administrative Agent”
has the meaning assigned to that term in the introduction to this Agreement and any successor Administrative Agent
in such capacity.

     

    “Affiliate” means,
with respect to any Person, any Person or
group acting in concert in respect of the Person in question
that, directly or indirectly, controls (including but not limited to all
directors, officers and partners of such Person) or is controlled by or is under common control with
such Person provided that neither DB nor
any Affiliate of DB shall be deemed to be
an Affiliate of any Credit
Party.  For the purposes of this definition, “control” (including,
with correlative meanings, the terms “controlled by” and
“under common control with”), as used with respect to any
Person or group of Persons, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of
management and policies of such Person, whether through the
ownership of Voting Stock or by contract or
otherwise.  A Person shall be deemed to control
another Person if such first Person has knowledge that it
possesses, directly or indirectly, the power to vote 10% or more of the Voting
Stock of such other Person.

     

    “Agreement” means this
Revolving Credit Agreement, as the same may at any time be
amended, supplemented or otherwise modified in accordance with the terms hereof and in effect.

     

     “Applicable Lending
Office” shall mean, with respect to each Lender, such Lender’s
Eurocurrency Lending Office in the case of a Eurocurrency Loan, and such
Lender’s Domestic Lending Office in the case of a Base Rate Loan.

     

    “Applicable Margin”
shall mean, at any time with respect to any Eurocurrency Loan, 1.50% per annum,
and at any time with respect to any Base Rate Loan, 0.50% per annum, provided that during
any Applicable Margin Period, the Applicable Margin with respect to Eurocurrency
Loans and Base Rate Loans, respectively, shall be a percentage per annum equal
to

     


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    the
applicable percentage per annum set forth below opposite the Leverage Ratio as
of the last day of the most recently completed Test Period prior to such
Applicable Margin Period:

     

    
      
        
          	 
      	
                  Leverage
      Ratio

                	
                  Applicable
      Margin

                
	
                  Base

                  Rate
      Loan

                	
                  Eurocurrency
      Loans

                
	
                  Level
      I

                	
                  Greater
      than 3.00 to 1.00

                	
                  0.75%

                	
                  1.75%

                
	
                  Level
      II

                	
                  Equal
      to or less than 3.00 to 1.00 but greater than 2.00 to 1.00

                	
                   

                  0.50%

                	
                   

                  1.50%

                
	
                  Level
      III

                	
                  Equal
      to or less than 2.00 to 1.00

                	
                   

                  0.25%

                	
                   

                  1.25%

                


        

      

    

    
provided, that,
notwithstanding the foregoing, if the Borrowers shall fail to deliver the
financial statements and Compliance Certificate that are required to be
delivered pursuant to Sections 7.1(b)
and 7.2(a) or
the Leverage Certificate that is required to be delivered pursuant to Section 7.2(a), from the date which is three
Business Days after the date on which such financial statements, Compliance
Certificate or Leverage Certificate were so required to be delivered until the
date of actual delivery thereof, the Applicable Margin shall be a percentage per
annum equal to the applicable percentage amount set forth above with respect to
Level I.  If
an Unmatured Event of Default or an Event of Default shall exist at the time any
reduction in the Applicable Margin is to be implemented, that reduction shall be
deferred until the date on which such Unmatured Event of Default or Event of
Default is cured or waived.

     

    “Applicable Margin
Period” shall mean each period which shall commence on the first Business
Day (each such day, a "Start Date")
following delivery of the financial statements and Compliance Certificate
pursuant to Sections 7.1(b)
and 7.2(a)
relating to the most recently ended Fiscal Quarter (or the Leverage Certificate
pursuant to Section 7.1(d),
as applicable).  The Applicable Margin Period shall end, in each case,
on the earlier of (i) the day immediately preceding the Start Date of the next
Applicable Margin Period or (ii) the Expiration Date; provided that the
first Applicable Margin Period shall commence on the first Business Day
following the delivery of the financial statements and compliance certificate in
respect of the Fiscal Quarter ending on December 31, 2006.

     

    “Approved Secured Derivative
Transaction Liabilities” shall mean, with respect to any Lender,
Liabilities of the Borrowers to such Lender or any Affiliate of such Lender in
respect of one or more Derivative Transactions permitted pursuant to Sections 8.2(g) or
8.2(h) which
are secured by the Collateral, provided, that, prior
to entering into any such Derivative Transaction, (a) Company shall have
delivered written notice thereof to the Administrative Agent stating, subject to
the following proviso, (i) the maximum amount of the Borrowers' Liabilities in
respect thereof which are to be secured by the Collateral and (ii) the aggregate
value of cash or short-term investments subject to Liens which secure any of the
obligations described in clause (xii) of the definition of "Customary Permitted
Liens" and (b) such Lender shall have received written notice from the
Administrative Agent confirming such amounts; 

     


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    provided, further, that, in no
event shall the sum of (a) the aggregate Liabilities of the Borrowers in respect
of Derivative Transactions with Lenders or any Affiliates of such Lenders which
constitute "Secured Obligations" (as such term is defined in the Security
Agreement) and (b) the aggregate value of short-term investments and cash
subject to Liens which secure obligations described in clause (xii) of the
definition of Customary Permitted Liens be greater than $20.0
million.  Unless otherwise expressly provided to the contrary, the
amount of the obligations of any Credit Party in respect of a Derivative
Transaction shall be calculated by reference to the mark to market termination
value of the relevant Derivative Transaction as of the last day of the preceding
month or as of the day most recently requested by the Administrative
Agent.

     

    “Asset
Disposition” means (a) the sale, lease, sublease, conveyance or other
disposition of any assets of any Borrower or any of its Subsidiaries; and (b)
the issuance of Capital Stock by any of the Borrowers’
Subsidiaries.  Notwithstanding the preceding, none of the following
items will be deemed to be an Asset Disposition:

     

    (1)           any
single transaction or series of related transactions that involves assets with a
Fair Market Value equal to or less than $5,000,000;

     

    (2)           a
transfer of assets between or among the Borrowers and their
Subsidiaries;

     

    (3)           an
issuance of Capital Stock by a Subsidiary to a Borrower or to a Subsidiary of
any Borrower;

     

    (4)           in
the ordinary course of business the sale, lease or other disposition of
products, services, Inventory or Accounts Receivable other than pursuant to a
securitization or financing program;

     

    (5)           sale,
lease or other disposition of any assets which, in the reasonable judgment of
such Person, are obsolete, worn out or otherwise no longer useful in the conduct
of such Person’s business;

     

    (6)           the
sale or other disposition of cash or Cash Equivalents;

     

    (7)           a
Restricted Payment that is permitted by the provisions of Section 8.5 or an
Investment that is permitted by the provisions of Section
8.7;

     

    (8)           a
disposition resulting from any condemnation or other taking, or temporary or
permanent requisition of, any property, any interest therein or right
appurtenant thereto, or any change of grade affecting any property, in each
case, as the result of the exercise of any right of condemnation or eminent
domain, including any sale or other transfer to a Governmental Authority in lieu
of, or in anticipation of, any of the foregoing events; provided that, if such
disposition involves assets with Fair Market Value in excess of $5,000,000, any
Net Sale Proceeds received in connection therewith shall be treated as Net Sale
Proceeds of an Asset Disposition for purposes of Section
2.4;

     


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    (9)           disposition
of assets in connection with a foreclosure, transfer or deed in lieu of
foreclosure or other exercise of remedial action by the Borrowers or their
Subsidiaries; and

     

    (10)           Sale
and Leaseback Transactions resulting in Attributable Debt permitted pursuant to
Section
8.2(f).

     

    “Assignee” has the
meaning assigned to that term in Section 12.8(c).

     

    “Assignment and Assumption
Agreement” means an Assignment and Assumption Agreement substantially in the form of
Exhibit 12.8(c) annexed
hereto and made a part hereof made by any applicable Lender, as assignor, and such Lender’s assignee
in accordance with Section 12.8.

     

    “Attorney Costs” means
all reasonable fees and disbursements of any law firm or other external counsel
and the reasonable allocated cost of internal legal services, including all
reasonable disbursements of internal counsel.

     

    “Attributable Debt”
means as of the date of determination thereof, without duplication, (i) the net
present value (discounted in accordance with GAAP at the cost of debt implied in
the lease) of the obligations of the lessee for net rental payments during the
then remaining term of any lease related to a Sale and Leaseback Transaction
that does not result in a Capitalized Lease Obligation, and (ii)  the
principal balance outstanding under any synthetic lease, tax
retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product to which such Person is a party, where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP.

     

    “Availability” means
the result of  (a) the lesser of (i) the Borrowing Base and
(ii) the Line of Credit minus (b) Total Exposure.

     

    “Bailee Letter” means
a letter in favor of Administrative Agent and the Lenders which is executed by each bailee, warehouseman or consignee
which may now or in the future hold any Collateral in its possession, in form and substance reasonably
satisfactory to Administrative Agent.

     

    “Bankruptcy Code”
means Title I of the Bankruptcy Reform Act
of 1978, as amended, as set forth in Title 11 of the United States Code, as hereafter amended.

     

    “Bankruptcy Default”
shall mean an Unmatured Event of Default which is such by virtue of Section 10.1(f).

     

    “Base
Rate” means the greater of (i) the rate most recently
announced by DB at its principal office as its “prime rate”, which is not necessarily the lowest rate made available
by DB or (ii) the Federal Funds Rate plus 1/2 of  1% per
annum.  The “prime rate” announced by DB is evidenced by the recording thereof after its announcement in
such internal publication or publications as DB may designate.  Any change in the interest rate resulting
from a change in such “prime rate” announced by DB shall become effective without prior notice to Company as of 12:01 a.m.
(New York City time) on the Business Day on which each change in such “prime

     


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    rate” is
announced by DB.  DB may make commercial or other loans to others at rates of interest
at, above or below its “prime rate”.

     

    “Base Rate
Loan” means any Loan which bears interest at a rate
determined with reference to the Base Rate.

     

    “Benefited Lender” has the
meaning assigned to that term in Section 12.6(a).

     

    “Board” means the
Board of Governors of the Federal Reserve
System.

     

    “Board of Directors”
means:

     

    (1)           with
respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;

     

    (2)           with
respect to a partnership, the Board of Directors of the general partner of the
partnership;

     

    (3)           with
respect to a limited liability company, the managing member or members or any
controlling committee of managing members or board of directors thereof;
and

     

    (4)           with
respect to any other Person, the board or committee of such Person serving a
similar function.

     

    “Borrower” and “Borrowers” shall have
the meanings ascribed to such terms in the preamble to this
Agreement.

     

    “Borrower’s Account”
and “Borrowers’
Accounts” shall have the meanings ascribed to such terms in Section 2.6.

     

    “Borrowing” means a
group of Loans of a single Type made by the Lenders, as appropriate on a
single date (or resulting from a conversion on such date) and in the case of
Eurocurrency Loans, as to which a single
Interest Period is in effect, provided that Base Rate Loans or Eurocurrency Loans incurred pursuant to Section
4.13 shall be
considered part of any related Borrowing of Eurocurrency Loans.

     

    “Borrowing Base” shall
mean:

    


    (a)           Subject
to clause (b) below, at any time, the amount equal at such time
to:

    


    (i) eighty-five percent (85%) of the
Value of Eligible Accounts Receivable of each Borrower, plus

    


    (ii) the lesser of seventy percent
(65%) of the Value of Eligible Inventory of each Borrower and eighty-five
percent (85%) of the Net Orderly Liquidation Value of Eligible Inventory of each
Borrower; minus


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    (iii) the
net amount of all Approved Secured Derivative Transaction Liabilities (if
greater than zero); minus

    


    (iv) the amount of any reserves
established by the Administrative Agent pursuant to clause (b)
below.

    


    (b)           The
Administrative Agent at any time in the exercise of its Permitted Discretion
shall be entitled to (i) establish and increase or decrease reserves
against Eligible Accounts Receivable and Eligible Inventory, (ii)  impose
additional restrictions (or eliminate any such additional restrictions) to the
standards of eligibility set forth in the respective definitions of “Eligible
Accounts Receivable” and “Eligible Inventory” and (iii) establish and
increase or decrease a reserve in the amount of interest payable by the
Borrowers hereunder, including interest on Loans and drawings under Letters of
Credit, provided, that such reserve shall not at any time exceed the aggregate
of accrued but unpaid interest at such time.  Promptly after
determining that any action under this clause (b) is necessary or desirable, the
Administrative Agent shall use its reasonable best efforts to consult with the
Funds Administrator as to the need to take such action, it being understood that
Administrative Agent’s failure to consult shall not in any way restrict the
Administrative Agent from taking such action or impose any liability on the
Administrative Agent as a consequence of such failure.

    


    “Borrowing Base
Certificate” shall have the meaning ascribed to that term in Section 7.2(g).

     

    “Business
Day” means as it relates to any payment, determination, funding or notice
to be made or given to or from Administrative Agent, a day
other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or
required by law to close; provided, however, that when
used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank
market.

     

    “Capital
Expenditures” means, without duplication, with respect to any Person, any amounts expended during or in respect of a period for
any purchase or other acquisition for value of any asset that should be
classified on a consolidated balance sheet of such Person
prepared in accordance with GAAP as a fixed or capital asset,
including, without limitation, the direct or indirect acquisition of such assets
or improvements by way of increased product or service charges, offset items or
otherwise, and shall include Capitalized Leases, but shall
exclude any Capital Expenditures arising as part of a Permitted
Acquisition.  For purposes of this definition, the purchase price of
equipment that is purchased simultaneously with the trade-in of existing
equipment or with insurance or proceeds of any condemnation shall be included in
Capital Expenditures only to the extent of the gross amount of such purchase
price, less the credit granted by the seller of such equipment for the equipment
being traded in at such time or the amount of such insurance or proceeds of any
condemnation, as the case may be.

     

    “Capital
Stock” means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person’s capital stock, partnership
interests, membership interests or other equivalent interests and any rights
(other

     


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    than debt securities convertible into or exchangeable
for capital stock), warrants or options exchangeable for or convertible into
such capital stock or other equity interests.

     

    “Capitalized Lease”
means, at the time any determination thereof is to be made, any lease of
property, real or personal, in respect of which the present value of the minimum
rental commitment is capitalized on the balance sheet of the lessee in
accordance with GAAP.

     

    “Capitalized Lease
Obligation” means, at the time any determination thereof is to be made,
the amount of the liability in respect of a Capitalized Lease which would at such time be so required to be
capitalized on the balance sheet of the lessee in accordance with GAAP, and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be prepaid by the lessee without payment of a
penalty.

     

    “Cash” means money,
currency or the available credit balance in Dollars, Canadian Dollars, Euros or another currency that is at such time freely transferable
and freely convertible into Dollars.

     

    “Cash
Equivalents” means (i) any evidence of indebtedness,
maturing not more than one year after the date of issue, issued by the United States of America or any instrumentality or agency thereof,
the principal, interest and premium, if any, of which is guaranteed fully by, or
backed by the full faith and credit of, the United States of
America, (ii) Dollar,
Canadian Dollar or Euro denominated (or
other foreign
currency fully hedged) time deposits, certificates of deposit and bankers
acceptances maturing not more than one year after the date of purchase, issued
by (x) any Lender or (y) a commercial banking institution having, or which is the
principal banking subsidiary of a bank holding
company having, combined capital and surplus and undivided profits of not less
than $200,000,000 and a commercial paper
rating of “P-1” (or higher) according to Moody’s “A-1” (or higher) according to
S&P or the equivalent rating by any other nationally
recognized rating agency in the United States (any such bank,
an “Approved Bank”), or
(z) a non-United States commercial banking
institution which is either currently ranked among the 100 largest banks in the
world (by assets, according to the American Banker), has
combined capital and surplus and undivided profits of not less than $500,000,000 or whose commercial paper (or the
commercial paper of such bank’s holding company) has a rating of “P-1” (or
higher) according to Moody’s, “A-1” (or higher) according to S&P or the equivalent rating by any other nationally recognized
rating agency, (iii) commercial paper, maturing not more than
one year after the date of purchase, issued or guaranteed by a corporation
(other than Company or any Subsidiary of Company or any of
their respective Affiliates) organized and existing under the
laws of any state within the United States of America with a
rating, at the time as of which any determination thereof is to be made, of
“P-1” (or higher) according to Moody’s, or “A-1” (or higher) according to S&P, (iv) demand deposits with any bank or
trust company maintained in the ordinary
course of business, (v) repurchase or reverse repurchase
agreements covering obligations of the type specified in clause (i) with a term of not more than seven days with any Approved Bank and (vi) shares of
any money market mutual fund rated at least AAA or the
equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s, including, without limitation, any money market mutual fund
managed or advised by any Lender or Administrative Agent.

     


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    “Change in Law” means
the occurrence, after the date of this Agreement, of any of
the following: (a) the adoption or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule
regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or
(c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.

     

    “Change of Control”
means (i) the sale, lease or transfer of all or substantially
all of Company’s or Holdings GP’s assets to any Person or group (as such term is used in Section
13(d)(3) of the Exchange
Act), (ii) the liquidation or dissolution of Holdings GP, (iii) any person or
group of persons (within the meaning of the Exchange Act), shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of more than 50% of the issued and
outstanding Voting Stock of Holdings GP, (iv) Company shall
cease to be a Wholly-Owned Subsidiary of Holdings GP, (v) during any period of
twenty-four consecutive calendar months, individuals who at the beginning of
such period constituted Holdings GP’s Board of Directors
(together with any new directors whose election by Holdings
GP’s Board of Directors or whose nomination for election by Holdings GP’s stockholders was approved by a vote of at least a
majority of the directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election was
previously so approved cease for any reason other than death or disability to
constitute a majority of the directors then in office, (vi)
any “Change of Control” (as such term is defined in any
Permitted Junior Debt Document or the Term
Loan Credit Facility) or (vii) any “Change
of Control” as defined in any Indebtedness incurred pursuant
to Section 8.2(l)  to the
extent such event causes the holder to demand payment or causes any Credit Party to be obligated to make any payment with respect
thereto.  For purposes of this definition, no combination of members
of the Control Group shall be deemed a “group of persons” so long as no single
member of such Control Group has beneficial ownership, together with its
Affiliates, of more than 50% of the issued and outstanding Voting Stock of
Holdings GP.

     

    “Closing Date” means
June 27, 2006.

     

    “Code” means the
Internal Revenue Code of 1986, as from time to time amended,
including the regulations proposed or promulgated thereunder, or any successor
statute and the regulations proposed or promulgated thereunder.

     

    “Collateral” means all
“Collateral” as defined in each of the Security Documents and all other assets of each
Credit Party pledged pursuant to any Security Document.

     

    “Collateral
Agent” means LaSalle and any successor Collateral Agent in such
capacity.

     

    “Commercial
Letter of Credit” means any letter of credit or similar instrument issued
for the account of a Borrower pursuant to this Agreement for the purpose of supporting trade obligations of a
Borrower or any of its Subsidiaries in the ordinary course of business.

     

    “Commitment” of any
Lender shall mean the amount set forth opposite such Lender’s name on Annex I, under
the heading “Commitment,” as such amount may be reduced from time to time or
terminated pursuant to the terms of this Agreement.

     


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    “Commitment Increase”
shall have the meaning ascribed to that term in Section
2.10(a).

     

    “Commitment Increase
Date” shall have the meaning ascribed to that term in Section
2.10(c).

     

    “Company” has the
meaning assigned to that term in the introduction to this Agreement.

     

    “Compliance
Certificate” has the meaning assigned to that term in Section
7.2(a).

     

    “Concentration Account
Bank” shall have the meaning ascribed to that term in Section 2.5(b)(ii).

     

    “Consolidated Assets”
means, for any Person, the total assets of such Person and its Subsidiaries, as
determined from a consolidated balance sheet of such Person and its consolidated
Subsidiaries prepared in accordance with GAAP.

     

    “Consolidated Capital
Expenditures” means, for any Person, for any period,
the aggregate of all Capital Expenditures by such Person and
its Subsidiaries determined on a consolidated basis in
accordance with GAAP during that period.

     

    “Consolidated Cash Interest
Expense” means, for any Person, for any period, Consolidated Interest Expense of such Person and
its Subsidiaries in accordance with GAAP, but excluding,
however, interest expense not payable in cash, amortization of discount and
deferred financing costs.

     

    “Consolidated Debt”
means, for any Person, as at the time any determination
thereof is to be made and without duplication, (i) all Indebtedness of such Person and its Subsidiaries determined on a consolidated basis to the extent
classified on a balance sheet of such Person and its Subsidiaries as liabilities
in accordance with GAAP (and in any event, but without
duplication, including Disqualified Stock but excluding (a)
Indebtedness related to Permitted Preferred Stock and Ordinary Equity Interests to the extent such amount is characterized
as debt due to SFAS 150 and (b) the mark-to-market exposure
in respect of Interest Rate Agreements and Other Hedging Agreements) plus (ii) all Attributable Debt of such Person and its Subsidiaries determined on a
consolidated basis.

     

    “Consolidated EBITDA”
means, for any Person, for any period, the sum of the amounts
for such period, without duplication, of:

     

    (i)           Consolidated Net Income,

     

    plus           (ii)           to
the extent deducted in computing Consolidated Net Income the
sum of:

     

    
      	
               
      

            	
              (a)

            	
              Consolidated
      Interest Expense,

            


    

     

    
      	
               
      

            	
              plus

            	
              (b)

            	
              charges
      against income for foreign, federal, state and local taxes in each case
      based on income and for franchise
taxes,

            


    

     


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              plus

            	
              (c)

            	
              depreciation
      expense,

            


    

     

    
      	
               
      

            	
              plus

            	
              (d)

            	
              amortization
      expense, including, without limitation, amortization of good will and
      other intangible assets, fees, costs and expenses in connection with the
      execution, delivery and performance of any of the Transaction Documents
      and other fees, costs and expenses in connection with
      Acquisitions,

            


    

     

    
      	
               
      

            	
              plus

            	
              (e)

            	
              write-off
      of deferred financing costs originally incurred in connection with
      Indebtedness being repaid on the Closing
Date,

            


    

     

    
      	
               
      

            	
              plus

            	
              (f)

            	
              non-cash
      charges resulting from any write-down of
assets,

            


    

     

    
      	
               
      

            	
              plus

            	
              (g)

            	
              non-cash,
      non-recurring charges, including non-cash impairment, abandonment and
      restructuring charges,

            


    

     

    
      	
               
      

            	
              plus

            	
              (h)

            	
              non-cash
      expenses for Capital Stock-based compensation related to Capital
      Stock-based compensation plans that do not represent a cash item in any
      future period,

            


    

     

    
      	
              minus

            	
              (iii)

            	
              to
      the extent added in computing Consolidated Net Income the sum
      of

            


    

     

    
      	
               
      

            	 	
              (a)

            	
              non-cash
      nonrecurring after-tax gains (or minus non-cash
      nonrecurring after-tax losses)

            


    

     

    
      	
               
      

            	
              plus

            	
              (b)

            	
              any
      gain resulting from any write-up of assets (other than with respect to any
      company owned life insurance
program);

            


    

     

    in each case calculated on a consolidated basis for the applicable
period in accordance with GAAP; provided, however, if any
non-cash charge or loss added back in determining Consolidated EBITDA required a
reserve or accrual for a potential future cash expenditure, Consolidated EBITDA
shall be decreased by the amount of any such cash expenditure in the period such
expenditure is made; and provided further that
notwithstanding the foregoing, for purposes of calculating the Leverage Ratio
and any other financial tests hereunder from time to time, Consolidated EBITDA
for the Fiscal Quarters ended September 30, 2005, December 31, 2005, March 31,
2006 and June 30, 2006 shall be deemed to equal the amounts set forth on Schedule
1.1(b).

     

    “Consolidated Fixed Charge
Coverage Ratio” means, for any Test Period, the ratio of (a) Consolidated
EBITDA of the Company and its Subsidiaries for such Test Period, to (b) the sum
of the following, in each case of the Company and its Subsidiaries, as
determined without duplication in accordance with GAAP for such period, (i) net
cash payments with respect to income taxes and Restricted Payments paid pursuant
to Section
8.5(e), (ii) Consolidated Interest Expense, (iii) Capital Expenditures
(except for Capital Expenditures financed with the proceeds of Indebtedness
other than the Loans), (iv) scheduled payments of principal on Indebtedness
(other than repayments in the ordinary course of the Loans which do not
permanently reduce the Total Commitments) and (v) Restricted Payments paid in
cash during

     


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    such Test
Period except to the extent such payments reduce Consolidated EBITDA for such
period.

     

    “Consolidated Interest
Expense” means, for any Person, for any period, the
sum of total interest expense (including that attributable to Capitalized Leases in accordance with GAAP) of
such Person and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of such Person and its Subsidiaries, including, without limitation, all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing, but excluding any amortization of deferred
financing costs, all as determined on a consolidated basis for such Person and its Subsidiaries in accordance with
GAAP, in each case after taking into account the positive or
negative effect of any Interest Rate Agreements, plus the interest
component of any lease payments under Attributable Debt
transactions of such Person and its Subsidiaries, in each case on a consolidated
basis.

     

    “Consolidated Net
Income” means, for any Person, for any period, the aggregate of the net
income (loss) of such Person for such period, determined in accordance with GAAP
on a consolidated basis, provided that (i) there shall be excluded the income of
any unconsolidated Subsidiary and any Person in which any other Person (other
than Company or any of its Subsidiaries or any director holding qualifying
shares in compliance with applicable law or any other third party holding a
de minimus number of
shares in order to comply with other similar requirements) has a joint interest,
except to the extent of the amount of dividends or other distributions actually
paid to Company or any of its Wholly-Owned Subsidiaries by such Person during
such period and (ii) the net income (loss) of any Person acquired in a pooling
of interests transaction for any period prior to the date of such acquisition
shall be excluded.  There shall be excluded in computing Consolidated
Net Income (i) any gain which must be treated as an extraordinary item under
GAAP or any gain realized upon the sale or other disposition of any real
property or equipment that is not sold in the ordinary course of business or of
any Capital Stock of the Person or a Subsidiary of the Person and (ii) any loss
which must be treated as an extraordinary item under GAAP or any loss realized
upon the sale or other disposition of any real property or equipment that is not
sold in the ordinary course of business or of any Capital Stock of the Person or
a Subsidiary of the Person.

     

    “Contaminant” means
any material with respect to which any Environmental Law imposes a duty,
obligation or standard of conduct, including without limitation any pollutant,
contaminant (as those terms are defined in 42 U.S.C. § 9601(33)), toxic
pollutant (as that term is defined in 33 U.S.C. § 1362(13)), hazardous substance
(as that term is defined in 42 U.S.C. §9601(14)), hazardous chemical (as that
term is defined by 29 CFR § 1910.1200(c)), hazardous waste (as that term is
defined in 42 U.S.C. § 6903(5)), or any state, local or other equivalent of such
laws and regulations, including, without limitation, radioactive material,
special waste, polychlorinated biphenyls, asbestos, petroleum, including crude
oil or any petroleum-derived substance, (or any fraction thereof), waste, or
breakdown or decomposition product thereof, mold, bacteria or any constituent of
any such substance or waste, including but not limited to polychlorinated
biphenyls and asbestos.

     

    “Continuation” shall
have the meaning ascribed to that term in Section 4.3(a).

     


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    “Contractual
Obligation” means, as to any Person, any provision of
any Securities issued by such Person or of
any indenture or credit agreement or any agreement, instrument or other
undertaking to which such Person is a party or by which it or
any of its property is bound or to which it may be
subject.

     

    “Control Agreement”
shall mean an agreement in writing, in form and substance reasonably
satisfactory to Administrative Agent, by and among Administrative Agent, the
applicable Credit Party and any financial institution, securities intermediary,
commodity intermediary or other Person who has custody, control or possession of
any receipts on Accounts, deposits or investment property of such Credit Party,
pursuant to which such financial institution, securities intermediary, commodity
intermediary or such other Person acknowledges that such financial institution,
securities intermediary, commodity intermediary or other Person has custody,
control or possession of such receipts, deposits or investment property on
behalf of Administrative Agent, that it will comply with entitlement orders
originated by Administrative Agent with respect to such receipts, deposits or
investment property, or other instructions of Administrative Agent, or (as the
case may be) apply any amounts distributed on account of such assets as directed
by Administrative Agent, in each case, without the further consent of such
Credit Party and including such other terms and conditions as Administrative
Agent may reasonably require not inconsistent with the terms of this
Agreement.

     

    “Control Group” means
Mellon HBV Alternative Strategies, Ramius Capital Group, LLC and Castlerigg
Master Investors, LTD.

     

     “Convert,” “Conversion” and
“Converted”
each shall refer to a conversion of Loans of one Type into Loans of another Type
pursuant to Section 4.3.

     

    “Credit
Event” means the making of any Loan or the issuance of any Letter of
Credit.

     

    “Credit
Party” means the Borrowers, each Subsidiary Guarantor and any other guarantor which may hereafter enter into a guarantee agreement with respect to the
Obligations.

     

    “Customary Permitted
Liens” means, for any Person:

     

    (i)           Liens
for taxes, duties, levies, imposts, deductions, assessments,
charges, or withholding not yet due and payable or which are
being contested in good faith by appropriate proceedings diligently pursued,
provided, that (A) any proceedings commenced for the enforcement of such Liens
shall have been stayed or suspended within 60 days of the commencement thereof
and (B) provision for the payment of all such taxes, duties,
levies, imposts, deductions, assessments, charges, or withholdings known to such
Person has been made on the books of such Person to the extent required by GAAP;

     

    (ii)           mechanics’,
processor’s, materialmen’s, carriers’, landlord’s warehousemen’s and similar
Liens arising by operation of law and arising in the ordinary course of
business, provided that (A) any proceedings commenced for the enforcement of
such Liens shall have been stayed or suspended within 90 days of the
commencement thereof and (B)

     


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


     provision
for the payment of such Liens has been made on the books of such Person to the
extent required by GAAP;

     

    (iii)           Liens
arising in connection with worker’s compensation, unemployment insurance,
pensions and social security benefits, provided, that (A) any proceedings
commenced for the enforcement of such Liens shall have been stayed or suspended
within 60 days of the commencement thereof and (B) provision for the payment of
such Liens has been made on the books of such Person to the extent required by
GAAP;

     

    (iv)           (A)
Liens incurred or deposits made in the ordinary course of business to secure the
performance of bids, tenders, statutory obligations, fee and expense
arrangements with trustees and fiscal agents (exclusive of obligations incurred
in connection with the borrowing of money or the payment of the deferred
purchase price of property) and customary deposits granted in the ordinary
course of business under Operating Leases and (B) Liens securing surety,
indemnity, performance, appeal and release bonds, provided that full provision
for the payment of all such obligations has been made on the books of such
Person to the extent required by GAAP;

     

    (v)           Permitted
Real Property Encumbrances;

     

    (vi)           attachment,
judgment or other similar Liens arising in connection with court or arbitration
proceedings involving individually and in the aggregate liability which does not
constitute an Event of Default under Section
10.1(i);

     

    (vii)           leases
or subleases granted to others not interfering in any material respect with the
business of such Person or any of its Subsidiaries and any interest or title of
a lessor or sublessor under any lease or sublease permitted by this Agreement
and the Security Documents;

     

    (viii)                      Liens
upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase shipment or
storage of such inventory or other goods;

     

    (ix)           Liens
securing reimbursement obligations with respect to commercial letters of credit
which encumber documents and other property  relating to such letters
of credit and products and proceeds thereof;

     

    (x)           customary
rights of set off, revocation, refund or chargeback under deposit agreements or
under the UCC (or comparable foreign law) of banks or other financial
institutions where the Borrowers or their Subsidiaries maintain deposits
permitted by this Agreement in the ordinary course of business;

     

    (xi)           Liens
evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases or consignments of personal property entered into in
the ordinary course of business to the extent such leases do not create
Attributable Debt and are permitted under this Agreement;

     


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    


    (xii)           Liens
on cash and short-term investments (a) deposited by the Company or any of its
Subsidiaries in margin accounts with or on behalf of futures contract brokers or
paid over to other counterparties or (b) pledged or deposited as collateral to a
contract counterparty or issuer of surety bonds by the Company or any of its
Subsidiaries, in the case of clause (a) or (b), to secure obligations with
respect to (i) contracts for commercial and trading activities in the ordinary
course of business and contracts (including without limitation, physical
delivery, option (whether cash or financial), exchange, swap and futures
contracts) for the purchase, transmission, distribution, sale, lease or hedge of
any energy-related commodity, feed stock, or service or (ii) interest rate,
commodity price, or currency rate management contracts or derivatives; provided that, the
value of the short-term investments and cash subject to such Liens shall not,
when aggregated with the outstanding amount of Approved Secured Derivative
Transaction Liabilities, exceed $20.0 million;

     

    (xiii)                      Liens
arising by virtue of any statutory or common law provision relating to banker’s
liens, rights of set off or similar rights, contractual rights of setoff or
netting arrangements entered into in the ordinary course of business and similar
rights with respect to deposit accounts, commodity accounts and/or securities
accounts;

     

    (xiv)                      inchoate
Liens arising under ERISA, provided that the existence of the liability
associated with the event or the action or inaction that gave rise to any such
Lien does not constitute an Event of Default under Section 10.1(j);
and

     

    (xv)           Liens
granted by a Person in favor of a commercial trading counterparty pursuant to a
netting agreement, which Liens encumber rights under agreements that are subject
to such netting agreement and which Liens secure such Person’s obligations to
such counterparty under such netting agreement; provided, that any such
agreements and netting agreements are entered into in the ordinary course of
business; and provided, further, that the Liens are incurred in the ordinary
course of business and when granted, do not secure obligations which are past
due.

     

    “DB” means Deutsche
Bank Trust Company Americas, a New York
banking corporation, and its successors.

     

    “DB Loan Account”
shall have the meaning ascribed to that term in Section 2.5(c).

     

    “Debt Agreements” has
the meaning assigned to that term in Section 5.1(e).

     

    “Default
Rate” means a variable rate per annum which shall be two percent (2%) per
annum plus either (i) the then applicable interest rate hereunder in respect of the
amount on which the Default Rate is being assessed or (ii) if there is no such applicable interest rate, the Base Rate plus the Applicable
Base Rate Margin, but in no event in excess of that permitted by applicable
law.

     

    “Defaulting Lender”
shall have the meaning ascribed to that term in Section
12.9(b).

     


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    


    “Deposit
Account” means a demand, time, savings, passbook or like account with a
bank, savings and loan association, credit union, trust company or like
organization, other than an account evidenced by a negotiable certificate of
deposit or other instrument.

     

    “Derivative
Transaction” shall mean a transaction entered into by Company or any of
its Subsidiaries evidenced by (a) an  Interest Rate Agreement or (b)
an Other Hedging Agreement.

     

    “Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case, at the
option of the holder of the Capital Stock), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of the Capital Stock, in
whole or in part, on or prior to the date that is one year after the then latest
maturity of any Term Loan.  Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require Company to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
the provisions of Section 8.5
hereof.  The amount of Disqualified Stock deemed to be outstanding at
any time for purposes of this Agreement shall be equal to the maximum amount
that Company and its Subsidiaries may become obligated to pay upon the maturity
of, or pursuant to any mandatory redemption provisions of, such Disqualified
Stock.

     

    “Dividend” means any
dividend or distribution paid or made by a Person to the
direct or indirect holders of its Capital Stock on or in
respect of such Capital Stock.

     

    “Documents” means the
Loan Documents and the Transaction Documents.

     

    “Dollar” and “$”
means lawful money of the United States of
America.

     

    “Domestic Lending
Office” shall mean, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Annex I, as such
annex may be amended from time to time, or in the relevant Assignment and
Assumption Agreement.

     

    “Domestic
Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

     

    “Eligible
Assignee” means any Lender and any commercial bank, financial
institution, financial company, Fund or insurance company, in each case,
together with its Affiliates or Related Funds, which extends credit or buys
loans in the ordinary course of its business or any other Person approved by the
Administrative Agent and the Company, both such parties’ approval not to be
unreasonably withheld.

     

    “Eligible Accounts
Receivable” shall mean an Account owing to any Borrower which is
acceptable to Administrative Agent in its Permitted Discretion, and shall
exclude any such Account that Administrative Agent determined in its Permitted
Discretion to be ineligible pursuant to the definition of “Borrowing
Base”.  Without limiting Administrative Agent’s
discretion,

     


    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    Administrative
Agent shall, in general, consider an Account to be an Eligible Accounts
Receivable if it meets, and so long as it continues to meet, the following
requirements (and unless otherwise approved in writing by Administrative Agent,
any Account that fails to meet such requirements shall not be an Eligible
Account Receivable):

     

    (i)           it
is genuine and in all respects what it purports to be;

     

    (ii)           it
is owned by a Borrower, such Borrower has the right to subject it to a security
interest in favor of Administrative Agent or assign it to Administrative Agent
and it is subject to a first priority perfected security interest in favor of
Administrative Agent and to no other claim, lien, security interest or
encumbrance whatsoever, other than Permitted Liens;

     

    (iii)           it
arises from (A) the performance of services by a Borrower in the ordinary
course of such Borrower’s business, and such services have been fully performed
and acknowledged and accepted by the account debtor thereunder; or (B) the
sale or lease of goods by a Borrower in the ordinary course of such Borrower’s
business, and (x) such goods have been completed in accordance with the
account debtor’s specifications (if any) and delivered or shipped to the account
debtor, (y) such account debtor has not refused to accept, returned or
offered to return, any of the goods which are the subject of such Account, and
(z) if applicable, such Borrower has possession of, or such Borrower has
delivered to Administrative Agent (at Administrative Agent’s request) shipping
and delivery receipts evidencing delivery of such goods;

     

    (iv)           it
is evidenced by an invoice rendered to the account debtor thereunder (or the
goods have been shipped and title passed prior to invoice, with an invoice to be
rendered within 30 days thereafter and, in any event, no later than the 15th of
the month following the month such goods have been shipped), that is due and
payable within sixty (60) days after the date of the invoice and does not remain
unpaid sixty (60) days past the due date thereof (forty-five (45) days past the
date of the invoice in the case of an Account eligible pursuant to clause (x)(2)
below); provided, however, that if more than fifty percent (50%) of the
aggregate dollar amount of invoices owing by a particular account debtor remain
unpaid sixty (60) days after the respective due dates thereof, then all Accounts
owing by that account debtor shall be deemed ineligible;

     

    (v)           it
is a valid, legally enforceable and unconditional obligation of the account
debtor thereunder, and is not subject to setoff, counterclaim, credit, allowance
or adjustment by such account debtor, or to any claim by such account debtor
denying liability thereunder in whole or in part;

     

    (vi)           it
does not arise out of a contract or order which fails in any material respect to
comply with the requirements of applicable law;

     

    (vii)           the
account debtor thereunder is not an Affiliate of a Credit Party;

     

    (viii)                      it
is not an Account with respect to which the account debtor is the United States
of America or any state or local government, or any department, agency
or

     


    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    


    instrumentality
thereof, unless such Borrower assigns its right to paymentof such Account to
Administrative Agent pursuant to, and in full compliance with, the Assignment of
Claims Act of 1940, as amended, or any comparable state or local law, as
applicable;

     

    (ix)           it
is not an Account with respect to which the account debtor is located in a state
which requires such Borrower, as a precondition to commencing or maintaining an
action in the courts of that state, either to (A) receive a certificate of
authority to do business and be in good standing in such state; or (B) file
a notice of business activities report or similar report with such state’s
taxing authority, unless (x) such Borrower has taken one of the actions
described in clauses (A) or (B); (y) the failure to take one of the actions
described in either clause (A) or (B) may be cured retroactively by such
Borrower at its election; or (z) such Borrower has proven, to
Administrative Agent’s satisfaction, that it is exempt from any such
requirements under any such state’s laws;

     

    (x)           the
Account is payable in U.S. Dollars and the account debtor is located either (A)
within the United States of America or Canada or (B) within a foreign country
other than Canada and either (1) the Account is supported or secured by an
irrevocable letter of credit which is in form and substance satisfactory to
Administrative Agent and issued by a financial institution acceptable to
Administrative Agent and the Administrative Agent has a first priority perfected
security interest in such letter of credit and the related Letter-of-credit
rights and Supporting obligations (each as defined in the UCC) or (2) the amount
of such Account when aggregated with all other Accounts the account debtors of
which are located within a foreign country other than Canada and which do not
meet the requirements of clause (1) above does not exceed
$5,000,000;

     

    (xi)           it
is not an Account with respect to which the account debtor’s obligation to pay
is subject to any repurchase obligation or return right, as with sales made on a
bill-and-hold, guaranteed sale, sale on approval, sale or return or consignment
basis;

     

    (xii)           it
is not an Account (A) with respect to which any representation or warranty
contained in this Agreement is untrue; or (B) which violates any of the
covenants of the Borrowers contained in this Agreement;

     

    (xiii)                      it
is not an Account which, when aggregated with all other Accounts of such account
debtor (and any Affiliate thereof), exceeds 20 percent (20%), in face value of
all Accounts of the Borrowers combined then outstanding, to the extent of such
excess; provided that
Accounts insured in a manner satisfactory to the Administrative Agent,
guaranteed by a guarantor reasonably acceptable to the Administrative Agent or
supported or secured by an irrevocable letter of credit in form and substance
satisfactory to the Administrative Agent and issued by a financial institution
satisfactory to the Administrative Agent and the Administrative Agent has a
first priority perfected security interest in such letter of credit and related
Letter-of-Credit Rights and Supporting Obligations (each as defined in the UCC),
shall be excluded for the purposes of such calculation to the extent of the face
amount of such letter of credit

     


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    


    or, in
the case of insurance or guarantees, as determined by the Administrative Agent
in its sole discretion;

     

    (xiv)                      it
is not an account the account debtor of which has commenced a voluntary case
under the federal bankruptcy laws, as now constituted or hereafter amended, or
made an assignment for the benefit of creditors, or if a decree or order for
relief has been entered by a court having jurisdiction over the account debtor
in an involuntary case under the federal bankruptcy laws, as now constituted or
hereafter amended, or if any other petition or other application for relief
under the federal bankruptcy laws has been filed by or against the account
debtor, or if the Administrative Agent in its Permitted Discretion determined
that such a filing may occur or if the account debtor has filed a certificate of
dissolution under applicable state law or shall be liquidated, dissolved or
wound-up, or shall authorize or commence any action or proceeding for
dissolution, winding-up or liquidation, or if the account debtor has failed,
suspended business, declared itself to be insolvent, is generally not paying its
debts as they become due or has consented to or suffered a receiver, trustee,
liquidator or custodian to be appointed for it or for all or a significant
portion of its assets or affairs (any such act or event an “Act of Bankruptcy”),
unless the payment of Accounts from such account debtor is secured by assets of,
or guaranteed by, in either case in a manner satisfactory to the Administrative
Agent, a Person with respect to which an Act of Bankruptcy has not occurred and
that is acceptable to the Administrative Agent or, if the Account from such
account debtor arises subsequent to a decree or order for relief with respect to
such account debtor under the federal bankruptcy laws, as now or hereafter in
effect, the Administrative Agent shall have determined that the timely payment
and collection of such Account will not be impaired; and

     

    (xv)           the
goods giving rise to such Account are not Eligible Inventory of a Borrower
included in the same Borrowing Base calculation.

     

    “Eligible Inventory”
shall mean Inventory of a Borrower which is acceptable to Administrative Agent
in its Permitted Discretion and shall exclude any Inventory that Administrative
Agent determines in its Permitted Discretion to be ineligible pursuant to the
definition of “Borrowing Base”.  Without limiting Administrative
Agent’s discretion, Administrative Agent shall, in general, consider Inventory
to be Eligible Inventory if it meets, and so long as it continues to meet, the
following requirements (and unless otherwise approved in writing by
Administrative Agent any Inventory that fails to meet such requirements shall
not be Eligible Inventory):

     

    (i)           it
is owned by a Borrower, such Borrower has the right to subject it to a security
interest in favor of Administrative Agent and it is subject to a first priority
perfected security interest in favor of Administrative Agent and to no other
claim, lien, security interest or encumbrance whatsoever, in each case other
than Permitted Liens;

     

    (ii)           it
is located on one of the premises listed on Schedule 1.1(a) to
this Agreement (or other locations of which Administrative Agent has been
advised in writing) and is not in transit (except for Inventory in transit from
one of such locations

     


    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    


    listed on
Schedule 1.1(a)
to this Agreement (or of which Administrative Agent has been notified) to
another location in the United States);

     

    (iii)           if
held for sale or lease or furnishing under contracts of service, it is (except
as Administrative Agent may otherwise consent in writing) new and unused and
free from defects which would, in Administrative Agent’s Permitted Discretion,
adversely affect its market value;

     

    (iv)           it
is not stored with a bailee, consignee, warehouseman, processor or similar party
unless such Borrower has caused any such bailee, consignee, warehouseman,
processor or similar party to issue and deliver to Administrative Agent, in form
and substance reasonably acceptable to Administrative Agent, such Uniform
Commercial Code financing statements, warehouse receipts, Bailee Waivers,
Landlord Consents and other documents as Administrative Agent shall require or a
3 month reserve of rent or charges is maintained with respect
thereto;

     

    (v)           Administrative
Agent has determined, in accordance with Administrative Agent’s customary
business practices, that it is not unacceptable due to age, type, category or
quantity; and

     

    (vi)           it
is not Inventory (A) with respect to which any of the representations and
warranties contained in this Agreement are untrue; or (B) which violates
any of the covenants of the Borrowers contained in this Agreement.

     

    “Environmental Claim”
means any notice of violation, claim, suit, demand, abatement
order or other order or direction (conditional or otherwise) by any Governmental Authority or any Person for any damage, personal injury (including sickness, disease
or death), tangible or intangible property damage, contribution, cost recovery,
or any other common law claims, indemnity, indirect or consequential damages,
damage to the environment, nuisance, cost recovery, or any other common law
claims, pollution, contamination or other adverse effects on the environment,
human health, or natural resources, or for fines, penalties, restrictions or
injunctive relief, resulting from or based upon (a) the
occurrence or existence of a Release or substantial threat of
a material Release (whether sudden or non-sudden or
accidental or non-accidental) of, or exposure to, any Contaminants in, into or onto the environment at, in, by, from or
related to the Premises, (b) the use,
handling, generation, transportation, storage, treatment or disposal of Contaminants in connection with the operation of any Premises, or (c) the violation, or alleged
violation, of any Environmental Laws relating
to environmental matters connected with the operations of
Company or any of its Subsidiaries or any Premises.

     

    “Environmental Laws”
means any and all applicable foreign, federal, state or local laws, statutes,
ordinances, codes, rules, regulations, orders, decrees, judgments, directives,
or Environmental Permits and cleanup or action standards,
levels or objectives imposing liability or standards of conduct for or relating
to the protection of health, safety or the environment, including, but not
limited to, the following statutes as now written and
hereafter amended:  the Water
Pollution Control Act, as codified in 33 U.S.C. § 1251 et seq., the Clean Air Act, as codified in 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, as codified in 15
U.S.C. § 2601 et
seq., the Solid Waste Disposal Act, as
codified in 42 U.S.C. § 6901 et seq.,
the

     


    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    


    Comprehensive
Environmental Response, Compensation and Liability
Act, as codified in 42 U.S.C. § 9601 et seq., the
Emergency Planning and Community Right-to-Know Act of 1986,
as codified in 42 U.S.C. § 11001 et seq., and the
Safe Drinking Water Act, as codified in 42
U.S.C. § 300f et
seq., and any related regulations, as well as all state and local
equivalents.

     

    “Environmental Lien”
means a Lien in favor of any Governmental Authority for (i) any liability
under Environmental Laws, or licenses,
authorizations, or directions of any Government Authority or
court, or (ii) damages relating to, or costs incurred by such
Governmental Authority in response to, a
Release or threatened Release of a Contaminant into the environment.

     

    “Environmental
Permits” means any and all permits, licenses, certificates,
authorizations or approvals of any Governmental Authority required by Environmental Laws and necessary or reasonably required for the
current operation of the business of Company or any of its
Subsidiaries.

     

    “Environmental
Studies” means those certain environmental assessments, and documents
upon which such assessments are based, of certain of the Mortgaged Fee Properties, prepared by an environmental consulting
firm reasonably acceptable to Administrative Agent with
regard to the existing and potential liability of any Credit
Party under any Environmental Laws, including a review of compliance with Environmental Laws.

     

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

     

    “ERISA Affiliate”
means, with respect to any Person, any trade or business
(whether or not incorporated) which, together with such Person, is under common control as described in Section 414(c) of the Code, is a member of a
“controlled group”, as defined in Section
414(b) of the Code, which includes such Person, or is treated as a single employer with such Person under
Sections 414(m) or (o) of the Code.  Unless otherwise qualified, all
references to an “ERISA Affiliate” in this
Agreement shall refer to an ERISA
Affiliate of a Credit Party or any of its Subsidiaries.

     

    “Eurocurrency Lending
Office” shall mean, with respect to any Lender, the office of such Lender
specified as its “Eurocurrency Lending Office” opposite its name on Annex I or in
the relevant Assignment and Acceptance Agreement (or, if no such office is
specified, its Domestic Lending Office), or such other office or Affiliate of
such Lender as such Lender may from time to time specify to the Funds
Administrator and the Administrative Agent.

     

    “Eurocurrency Loan”
means any Loan bearing interest at a rate determined by
reference to the Eurocurrency Rate.

     

    “Eurocurrency Rate”
means the arithmetic average (rounded upwards, if necessary, to the nearest
1/16th of 1%) of the rate per annum obtained by dividing (i)
the offered quotation, if any, to first-class banks in the London interbank
eurocurrency market by DB for Dollar deposits of amounts in immediately available funds comparable
to the principal amount of the Eurocurrency Rate Loan to be made by DB with maturities comparable
to the Interest Period

     


    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    


    for which
the Eurocurrency Rate is being determined, as of approximately 10:00 a.m. (New York City time) on the Interest Rate Determination Date, by (ii) a
percentage equal to 100% minus the stated maximum rate
(expressed as a percentage) as prescribed by the Board of
all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves and all reserves required to
be maintained against “Eurocurrency liabilities” as
specified in Regulation D (or any successor regulation))
applicable on the first day of such Interest Period to any
member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities.  The determination
of the Eurocurrency Rate by Administrative
Agent shall be conclusive and binding on Company absent
manifest error.

     

    “Event of Default” has
the meaning assigned to that term in Section 10.1.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as
amended and as codified in 15 U.S.C. 78a et seq., and as
hereafter amended.

     

    “Excluded Taxes”
means:

     

    (i)           taxes
based upon, or measured by, the Lender’s or Administrative Agent’s (or a branch
of the Lender’s or Administrative Agent’s) overall net income, overall net
receipts, or overall net profits (including franchise taxes imposed in lieu of
such taxes), but only to the extent such taxes are imposed by a Governmental
Authority (A) in a jurisdiction in which such Lender or Administrative Agent is
organized, (B) in a jurisdiction which the Lender’s or Administrative Agent’s
principal office is located, or (C) in a jurisdiction in which such Lender’s or
Administrative Agent’s lending office (or branch) in respect of which payments
under this Agreement are made is located;

     

    (ii) in
the case of any Lender (other than a Lender that is an Assignee) or
Administrative Agent that is a Non-U.S. Participant, taxes imposed by the means
of withholding at the source except to the extent such withholding (A) results
from a Change in Law by any Governmental Authority charged with the
administration thereof subsequent to the Closing Date or (B) is imposed on
payments with respect to a Lender’s interest in the Loan Documents acquired
under Section
3.7 or Section
12.6;

     

    (iii) in
the case of any Assignee that is a Non-U.S. Participant, taxes imposed by means
of withholding at the source except to the extent such withholding (A) results
from a Change in Law by any Governmental Authority charged with the
administration thereof subsequent to the date of the Assignee becoming a party
to this Agreement or any Loan Document with respect to the portion thereof
affected by such change; (B) is imposed on payments with respect to an
Assignee’s interest in the Loan Documents acquired under Section 4.13 or Section 12.6; or (C)
would have been imposed on payments to the Lender that sold or otherwise
transferred the interest to the Assignee at the time of such sale or transfer
and such withholding taxes would not have been Excluded Taxes with respect to
such Lender; and

     

    (iv)
taxes imposed on a Lender or Administrative Agent by means of withholding at the
source to the extent such taxes would have not been imposed under applicable law
if such Lender or Administrative Agent had complied with Section
2.8(d).

     


    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    


    “Existing Credit
Agreement” means that certain Loan and Security Agreement dated as of May
6, 2004 by and among Company, LaSalle Business Credit, LLC, as agent, Congress
Financial Corporation (Southwest), as administrative agent, and the lenders
party thereto, as amended, restated or otherwise modified.

     

    “Expenses” shall mean
all present and future reasonable expenses incurred by or on behalf of the
Administrative Agent, in its capacity as Administrative Agent, in connection
with this Agreement or any other Loan Document, whether incurred heretofore or
hereafter, which expenses shall include, without being limited to, the cost of
record searches, the reasonable fees and expenses of attorneys (including the
allocated cost of internal counsel) and paralegals, all reasonable costs and
expenses incurred by the Administrative Agent in opening bank accounts and
lockboxes, depositing checks, receiving and transferring funds, and any
reasonable charges imposed on the Administrative Agent due to insufficient funds
of deposited checks and the Administrative Agent’s standard fee relating
thereto, collateral examination fees and expenses, reasonable fees and expenses
of accountants, appraisers, field examiners or other consultants, experts or
advisors employed or retained by the Administrative Agent, reasonable fees and
expenses incurred by the Administrative Agent in connection with the initial
assignments of the Loans, fees and taxes relative to the filing of financing
statements, costs of preparing and recording any other Security Documents, all
expenses and costs referred to in Article IV of
this Agreement, all other reasonable fees and expenses required to be paid
pursuant to the Fee Letter and all reasonable fees and expenses incurred in
connection with releasing Collateral and the amendment or termination of any of
the Loan Documents.

     

    “Expiration Date”
shall mean the earlier of (a) June 27, 2011 and (b) the date of the
termination or reduction to zero (0) of the Commitments.

     

    “Exposure” shall have
the meaning ascribed to that term in the definition of “Majority
Lenders”.

     

    “Fair Market Value”
means the value that would be paid by a willing buyer to a willing seller in a
transaction not involving distress or necessity of either party, determined in
good faith by the chief financial officer of Company or Board of Directors of
Company or the selling entity (unless otherwise provided in this
Agreement).

     

    “Federal
Funds Rate” means on any one day, the rate per annum equal to the
weighted average (rounded upwards, if necessary, to the nearest 1/100th of 1%)
of the rate on overnight federal funds transactions with members of the Federal
Reserve System only arranged by federal funds brokers, as published as of such
day by the Federal Reserve Bank of New York, or, if such
rate is not so published, the average of the quotations for such day on such
Transaction received by DB from three federal funds brokers
of recognized standing selected by DB.

     

    “Fee Letter” means
that certain letter agreement dated April 5, 2006 among DB, Deutsche Bank
Securities Inc., LaSalle Bank National Association and Company and providing for
the payment of certain fees in connection with this Agreement.

     


    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    


    “Fees” shall mean the
Unused Line Fee, the Letter of Credit Fees and the Issuing Bank Fees, and,
without duplication, all fees payable by the Borrowers under the Fee
Letter.

     

    “Fiscal Quarter” means
a quarterly accounting period ending on each of March 31st, June
30th,
September 30th  and
December 31st of each
Fiscal Year.

     

    “Fiscal Year” means an
accounting period that begins July 1st and
ends June 30th.

     

    “Foreign
Investment” means any (a) Investment by a Credit Party in a Foreign Subsidiary, (b)
purchase by a Credit Party of assets located outside of the
United States (including the purchase of Capital Stock of a Person not domiciled in the
United States), (c) issuance of a Letter of Credit under this Agreement for the
benefit of a Foreign Subsidiary or (d)
incurrence of a Guarantee Obligation by a Credit Party for the direct or
indirect benefit of any Foreign Subsidiary.

     

    “Foreign
Pension Plan” means any plan, fund (including, without limitation, any
super-annuation fund) or other similar program established or maintained outside
of the United States of America by a
Credit Party or one or more of its Subsidiaries or its
Affiliates primarily for the benefit of employees of the Credit Party or such Subsidiaries or its
Affiliates residing outside the United
States of America, which plan, fund, or similar program provides or results in,
retirement income in a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which is not subject to
ERISA or the Code.

     

    “Foreign Requirements of
Law” means any Requirement of Law of a Governmental Authority in a foreign jurisdiction
(including any exchange control, financial assistance, minimum capitalization,
fraudulent conveyance, mandatory labor advice or similar rules or
regulations).

     

    “Foreign
Subsidiary” means any Subsidiary that is organized
under the laws of a jurisdiction other than the United
States of America or any state thereof or the District of
Columbia.

     

    “Former
Premises” means, at any time, all real property formerly owned, leased or
operated by Company or any of its Subsidiaries.

     

    “Fronting Fees” shall
have the meaning ascribed to that term in Section 4.8(b).

     

    “Fund” means a Person that is a fund that invests in senior
loans.

     

    “Funds Administrator”
shall mean Company in its capacity as borrowing agent and funds administrator
for the Borrowers hereunder and under each of the other Loan
Documents.

     

    “GAAP” means generally
accepted accounting principles in the U.S. as in effect from
time to time.

     

    “Governmental
Authority” means any nation or government, any intergovernmental or
supranational body, any state or other political subdivision thereof and
any

     


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    


    agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of government, any securities exchange
and any self-regulatory organization (including the National
Association of Insurance Commissioners).

     

    “Guarantee
Obligations” means, as to any Person, without
duplication, any direct or indirect obligation of such Person guaranteeing or intended to guarantee any Indebtedness, Operating Lease, dividend or other obligation (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person, whether or not contingent:  (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor; (ii) to
advance or supply funds (a) for the purchase or payment of
any such primary obligation, or (b) to maintain working
capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor; (iii) to
purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary
obligation; or (iv) otherwise to assure or hold harmless the
owner of such primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligations shall not include (x) any
endorsements of instruments for deposit or collection in the ordinary course of business, (y) any such
obligations with respect to leases, supply contracts and other contracts or
warranties and indemnities, in each case, not constituting Indebtedness of such
Person, which have been or are undertaken or made in the ordinary course of
business by such Person or any of its Subsidiaries (including, without
limitation, guarantees of leases and supply contracts entered into in the
ordinary course of business) or (z) any such obligations with respect to surety,
appeal and performance bonds obtained by such Person or any of its Subsidiaries
in the ordinary course of business, to the extent not constituting Indebtedness
and for which the liability with respect to such obligation is not required to
be reflected on a balance sheet prepared in accordance with GAAP.  The
amount of any Guarantee Obligation at any time shall be
deemed to be an amount equal to the lesser at such time of (a) the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made or (b) the maximum amount for which such Person
may be liable pursuant to the terms of the
instrument embodying such Guarantee Obligation; or, if not
stated or determinable, the maximum reasonably anticipated liability (assuming
full performance) in respect thereof.

     

    “Guarantors” means,
collectively, each Subsidiary Guarantor, and
each Person (other than Administrative
Agent) party to any Subsidiary
Guaranty.

     

    “Holdings GP” means
Texas Petrochemicals Inc., a Delaware corporation.

     

    “Holdings LP” means
Texas Petrochemicals LLC, a Delaware limited liability company.

     

    “Huntsman Acquisition”
means the acquisition of the Acquired Business pursuant to the terms of the
Huntsman Acquisition Agreement.

     

    “Huntsman Acquisition
Agreement” means the Asset Purchase Agreement by and among Texas
Petrochemicals LP, as purchaser, and Sellers, dated as of April 5, 2006, as
amended by that certain First Amendment to Asset Purchase Agreement, dated as of
April 27,

     


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    


    2006, and
that certain Second Amendment to Asset Purchase Agreement, dated as of
June 14, 2006.

     

    “Huntsman Acquisition
Documents” means, collectively, the Huntsman Acquisition Agreement and
all agreements, instruments and documents executed in connection with the
Huntsman Acquisition.

     

    “Huntsman Parties”
means Huntsman Petrochemical Corporation, Huntsman Fuels, L.P. and Huntsman
International LLC.

     

    “Indebtedness” means,
as applied to any Person (without
duplication):

     

    (i)                      all
indebtedness of such Person for borrowed
money;

     

    (ii)                      the
deferred and unpaid balance of the purchase price of assets or services
purchased by such Person which purchase price is (a) due more than six months from the date of incurrence of the
obligation in respect thereof or (b) evidenced by a note or
a similar written instrument;

     

    (iii)                      all
Capitalized Lease Obligations of such Person;

     

    (iv)                      all
indebtedness secured by any Lien on any property owned by
such Person, whether or not such indebtedness has been
assumed by such Person or is nonrecourse to such Person;

     

    (v)                      notes
payable and drafts accepted representing extensions of credit to such Person whether or not representing obligations for borrowed money
(other than such notes or drafts for the deferred purchase price of assets or
services which does not constitute Indebtedness pursuant to
clause (ii) above);

     

    (vi)                      indebtedness
or obligations of such Person, in each case, evidenced by
bonds, notes or similar written
instruments;

     

    (vii)                      the
face amount of all letters of credit (other than trade letters of credit) and
bankers’ acceptances issued for the account of such Person,
and without duplication, all drafts drawn thereunder other than, in each case,
commercial or standby letters of credit or the functional equivalent thereof
issued in connection with performance, bid or advance payment obligations incurred in the ordinary course of business,
including, without limitation, performance requirements  under workers
compensation or similar laws;

     

    (viii)                      all
obligations of such Person under Interest Rate Agreements or Other Hedging Agreements;

     

    (ix)                      all
Disqualified Stock of such Person;

     

    (x)                      Attributable
Debt of such Person; and

     


    
      
         


      

      
        - 26
-

        
          

        

      

      
         


      

    


    (xi)                      Guarantee
Obligations of such Person in respect of obligations described in clauses (i) -
(x) above.

     

    “Indebtedness to Remain
Outstanding” shall have the meaning assigned to that term in Section
8.2(j).

     

    “Indemnified Person”
has the meaning assigned to that term in Section 12.4(b).

     

    “Independent Financial
Advisor” means an accounting, appraisal, investment banking or consulting
firm of nationally recognized standing that is, in the reasonable and good faith
judgment of the board of directors of Company, qualified to
perform the task for which such firm has been engaged and disinterested and
independent with respect to Company and its Affiliates.

     

    “Initial
Borrowing” means the first Credit Event under this
Agreement.

     

    “Initial
Borrowing Date” means the date of the Initial
Borrowing.

     

    “Intellectual
Property” has the meaning assigned to that term in Section
6.21.

     

    “Intercompany
Indebtedness” means Indebtedness of Company or any of their respective Subsidiaries
which is owing to any member of such group.

     

    “Intercreditor
Agreement” means that certain Intercreditor Agreement dated as of June
27, 2006 among Term Agent, Term Collateral Agent, Administrative Agent,
Revolver Collateral Agent, DB, as mortgagee, Company and the
Guarantors identified therein and delivered pursuant to Section 5.6(d), as
amended, restated or otherwise modified in accordance with the terms
hereof.

     

    “Interest
Payment Date” means (a) as to any Base Rate Loan, each Quarterly Payment Date to
occur while such Loan is outstanding,
(b) as to any Eurocurrency Loan having
an Interest Period of three months or less, the last day of
the Interest Period applicable thereto and (c) as to any Eurocurrency Loan having an
Interest Period longer than three months, each day which is
three months, each three (3) month anniversary of the first day of the Interest Period applicable thereto and the last day of the Interest Period applicable thereto.

     

    “Interest Period” has
the meaning assigned to that term in Section 4.5.

     

    “Interest Rate
Agreement” means any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate futures contract,
interest rate option contract or other similar agreement or arrangement to which
Company or any Subsidiary is a
party.

     

    “Interest
Rate Determination Date” means the date for calculating the Eurocurrency Rate for an Interest Period, which
date shall be the second Business Day prior to first day of
the related Interest Period for such Loan.

     

    


     


    
      
         


      

      
        - 27
-

        
          

        

      

      
         


      

    


    “Interim Advance”
shall mean a Loan made by the Administrative Agent to the Borrowers pursuant to
Section 2.2(b)(i).

     

    “Interim Advance
Period” shall have the meaning ascribed to that term in Section 2.2(b)(i).

     

    “Inventory” means,
inclusively, all inventory as defined in the UCC from time
to time and all goods, merchandise and other personal property wherever located,
now owned or hereafter acquired by Borrowers or any of their
Subsidiaries of every kind or description which are held for sale or lease or
are furnished or to be furnished under a contract of service or are raw
materials, work-in-process or materials used or consumed or to be used or
consumed in Borrowers' or any of their Subsidiaries’
business.

     

    “Investment” means, as
applied to any Person, (i) any direct or
indirect purchase or other acquisition by that Person of, or
a beneficial interest in, Securities of any other Person, or a capital contribution by that Person to any other Person, (ii) any direct or indirect loan or advance (including Guarantee
Obligations) to any other Person (other than prepaid
expenses, extensions of trade credit, or Accounts
Receivable, in each case, created or acquired in the ordinary course of business), including all Indebtedness to such Person arising from a sale
of property by such person other than in the
ordinary course of its business (iii) any Acquisition by that Person, (iv) any purchase by that Person of a futures
contract or such person otherwise becoming liable for the purchase or sale of
currency or other commodity at a future date in the nature of a futures contract
or (v) any other direct or indirect purchase or acquisition of assets that are
or would be classified as investments on a balance sheet prepared in accordance
with GAAP.  The amount of any Investment by any
Person on any date of determination shall be the sum of the
value of the gross assets transferred to or acquired by such Person (including the amount of any liability assumed in connection
with such transfer or acquisition by such Person to the
extent such liability would be reflected on a balance sheet prepared in
accordance with GAAP) plus the cost of
all additions, thereto, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment, minus the amount of all cash
returns of principal or capital thereon, cash dividends thereon and other cash
returns on investment thereon or liabilities expressly assumed by another Person (other than Company or another Subsidiary of Company) in connection with the
sale of such Investment.  Whenever the term
“outstanding” is used in this Agreement
with reference to an Investment, it shall take into account
the matters referred to in the preceding sentence.

     

    “IRS” means the United States Internal Revenue Service, or any successor or
analogous organization.

     

    “Issuing Bank” shall
mean DB, LaSalle or (a) any Lender or (b) any Affiliate of a Lender
that, in either case, is acceptable to the Administrative Agent and has agreed
to issue a Letter of Credit for the account of the Borrowers under this
Agreement.

     

    “Issuing Bank Fees”
shall have the meaning ascribed to that term in Section 4.8(b).

     

    “L/C Interest Rate”
shall have the meaning ascribed to that term in Section 3.5(b).

     


    
      
         


      

      
        - 28
-

        
          

        

      

      
         


      

    


    “L/C Notice of
Drawing” shall mean the date on which the Issuing Bank provides
Administrative Agent with notice that a drawing has been made under a Letter of
Credit.

     

    “L/C Participation”
shall have the meaning ascribed to that term in Section 3.4(a).

     

    “L/C Participation Funding
Amount” shall have the meaning ascribed to that term in Section 3.6(b)(i)(A).

     

    “L/C Participation Funding
Date” shall have the meaning ascribed to that term in Section 3.6(b)(ii).

     

    “L/C Participation Funding
Notice” shall have the meaning ascribed to that term in Section 3.6(b)(i)(A).

     

    “Landlord
Consent” means a letter in favor of Administrative
Agent and the Lenders which is executed by each lessor of
any leased property of Company or any Subsidiary of Company
at which Collateral may now or in the future be located, in
form and substance reasonably satisfactory to Administrative
Agent.

     

    “LaSalle” means
LaSalle Bank National Association.

     

    “Lender” and “Lenders” have the
respective meanings assigned to those terms in the introduction to this Agreement and shall include any Person that
becomes a “Lender” as contemplated by Section
12.8.

     

    “Letter of Credit”
shall mean all letters of credit (whether commercial or stand-by and whether for
the purchase of inventory, equipment or otherwise) issued for the account of any
Borrower by an Issuing Bank pursuant to Article 3 of
this Agreement and all amendments, renewals, extensions or replacements
thereof.

     

    “Letter of Credit
Fees” shall have the meaning ascribed to that term in Section 4.8(a).

     

    “Letter of Credit
Obligations” shall mean, at any time, the sum of (a) the aggregate
undrawn face amounts of all Letters of Credit outstanding at such time, plus (b) the
aggregate unreimbursed amount of all drawings under Letters of
Credit.

     

    “Letter of Credit
Request” shall have the meaning ascribed to that term in Section 3.2(a).

     

    “Leverage Certificate”
shall have the meaning ascribed to that term in Section
7.1(d).

     

    “Leverage Ratio”
means, for any Test Period, the ratio of Consolidated Debt of Company and its
Subsidiaries of the last day of such Test Period to Consolidated EBITDA of
Company and its Subsidiaries for such Test Period, as modified by Section 1.2(b) to the
extent applicable.

     


    
      
         


      

      
        - 29
-

        
          

        

      

      
         


      

    


    “Lien” means (i) any judgment lien or execution, attachment, levy, distraint or
similar legal process and (ii) any mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, lien,
charge or deposit arrangement (other than a deposit to a Deposit Account in the ordinary course of business
and not intended as security) of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof), any agreement to give any of the foregoing or any
sale of receivables with recourse against the seller or any Affiliate of the seller.

     

    “Line of Credit” shall
mean, at any time, an amount equal to the aggregate amount, at such time, of the
Commitments.

     

    “Liquidity Event”
shall mean the determination by the Administrative Agent at any time that
Availability was less than $25 million for five (5) or more consecutive
days.  The occurrence of a Liquidity Event shall be deemed continuing
notwithstanding that Availability may at any time thereafter exceed the amount
set forth in the preceding sentence unless and until Thirty-Day Average
Availability exceeds the greater of the amounts set forth in the preceding
sentence for thirty (30) consecutive days, in which event a Liquidity Event
shall no longer be deemed to be continuing; provided that, for
purposes of Section
2.5, a Liquidity Event may not be cured as contemplated by this sentence
more than two times in any four-Fiscal-Quarter period.

     

    “Loans” means amounts
advanced by the Administrative Agent or a Lender pursuant to Section 2.1, 2.2(b), 2.2(c), 3.6 or any other
provision of this Agreement.

     

    “Loan Documents”
means, collectively, this Agreement, the Notes, each Security Document, each Subsidiary Guaranty,
the Intercreditor Agreement
and all other agreements, instruments and documents executed in connection
therewith, in each case as the same may at any time be
amended, supplemented, restated or otherwise modified and in
effect.

     

    “Majority
Lenders” shall mean, at any time, those Lenders having more than 50% of
the aggregate amount of the Commitments or, if the Commitments shall have
expired or been terminated, Lenders having more than 50% of the aggregate amount
of the outstanding Exposures; and for this purpose, a Lender’s “Exposure” shall mean (assuming that
any Interim Advances have been settled) the aggregate amount of such Lender’s
outstanding Loans plus such Lender’s
pro rata share (based on Loans) of outstanding Letter of Credit
Obligations.

     

    “Management
Fees”  means for any period, all management fees or similar
compensation, excluding amounts representing reimbursement of out-of-pocket
expenses incurred in the ordinary course of
business in connection with the performance of management
services.

     

    “Material
Adverse Effect” means a material adverse effect on (a) the financial condition, assets, liabilities, property, or
results of operations of Company and its Subsidiaries taken as a whole, excluding,
however, the effects of the fire that occurred on or about April 29, 2006 and
related damage to the Huntsman Parties' light olefin unit located in Port
Arthur, Texas, and excluding, for purposes of the representations, warranties
and closing conditions on the Effective Date only, any general petrochemical
industry conditions, MTBE Market Conditions or

     


    
      
         


      

      
        - 30
-

        
          

        

      

      
         


      

    


    the
condition of the economy generally, (b) the ability of Company
or any of its Subsidiaries to perform its respective
obligations under any Loan Document to which it is a party,
(c) the validity or enforceability of this Agreement, any Subsidiary Guaranty or any of the Security Documents or the rights or
remedies of Administrative Agent and the Lenders hereunder or thereunder or (d) a substantial portion of the
Collateral.

     

    “Material Domestic
Subsidiary” means any Domestic Subsidiary of Company, of which either (i)
the Consolidated Assets were more than 2% of Company’s Consolidated Assets as of
the end of the most recently completed Fiscal Year of Company for which audited
financial statements are available or (ii) the consolidated total revenues of
which were more than 2% of Company’s consolidated total revenues for such
period; provided that any Domestic Subsidiary shall be deemed a Material
Domestic Subsidiary if either (a) the Consolidated Assets of such Domestic
Subsidiary would cause the Consolidated Assets of all Domestic Subsidiaries
which are not Material Domestic Subsidiaries to exceed 5% of the Company’s
Consolidated Assets or (b) the consolidated total revenues of such Domestic
Subsidiary would cause the consolidated total revenues of all Domestic
Subsidiaries which are not Material Domestic Subsidiaries to exceed 5% of the
Company’s consolidated total revenues.

     

    “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating
agency business thereof.

     

    “Mortgage” has the
meaning assigned to that term in Section 5.1(c) and shall also
include any mortgages or similar documents executed pursuant to Section
7.11.

     

    “Mortgage Policies”
has the meaning assigned to that term in Section 5.1(c) and shall also
include any mortgage policies or similar documents executed pursuant to Section
7.11.

     

    “Mortgaged Fee
Property” means any Mortgaged Property in which a Credit Party has a fee
title interest.

     

    “Mortgaged Property”
has the meaning assigned to that term in Section 5.1(c) and shall also
include any real property subject to a mortgage pursuant to Section
7.11.

     

    “MTBE” means methyl
tertiary butyl ether.

     

    “MTBE Assets” means
the assets constituting the business of the MTBE Subsidiaries on the date hereof
and assets acquired by the MTBE Subsidiaries after the date hereof reasonably
related to such business, but excluding Cash and Cash Equivalents held by MTBE
Subsidiaries.

     

    “MTBE Contracts” means
contracts and agreements relating to the sale, purchase or transportation of
MTBE, including the related supply of butane butylene mix streams.

     

    “MTBE Market
Conditions” means both the general condition and prospects of the MTBE
market (including any condition resulting from any law, directive, or
governmental rule, regulation, or order relating to the use of MTBE or other
oxygenates in gasoline) and the condition and prospects of the Company’s
business resulting from any termination, suspension, non-renewal, or failure to
extend an MTBE Contract, so long as such termination, suspension,

     


    
      
         


      

      
        - 31
-

        
          

        

      

      
         


      

    


    non-renewal,
or failure to extend is not pursuant to a default by the Company under such MTBE
Contract.

     

    “MTBE Subsidiaries”
means Houston Fuels, LLC, a Delaware limited liability company, and Port Neches
Fuels, LLC, a Delaware limited liability company.

     

    “Multiemployer Plan”
means any plan described in Section 3(37) or 4001(a)(3) of
ERISA to which contributions are or have, within the
preceding six years, been made, or are or were, within the preceding six years,
required to be made, by a Credit Party, any of its Subsidiaries or any of their ERISA
Affiliates.

     

    “Multiple
Employer Plan” means a Plan other
than a Multiemployer Plan, which a Credit Party or any of
its Subsidiaries or of their respective
ERISA Affiliates and at least one employer other than a Credit Party, any of its Subsidiaries or any
of their ERISA Affiliates are contributing
sponsors.

     

    “Net
Offering Proceeds” means the proceeds received from (a) the issuance of any Capital Stock or (b) the incurrence of any Indebtedness, in each
case net of the actual liabilities for reasonably anticipated cash taxes in
connection with such issuance or incurrence, if any, any underwriting, brokerage
and other customary selling commissions incurred in connection with such
issuance or incurrence, and legal, advisory and other fees and expenses,
including title and recording tax expenses, if any, incurred in connection with
such issuance or incurrence.

     

    “Net Orderly Liquidation
Value” shall mean (a) the "net orderly liquidation
value" determined by a
valuation company reasonably acceptable to the Administrative Agent after
performance of an Inventory valuation to be done at the Administrative Agent's
request and the Borrowers' expense, less the amount estimated by such valuation
company for marshalling, reconditioning, carrying, and sales expenses designed
to maximize the resale value of such Inventory and assuming that the time
required to dispose of such Inventory is customary with respect to such
Inventory; or (b) if no such Inventory valuation has been requested by the
Administrative Agent, the value customarily attributed to Inventory in the
appraisal industry for Inventory of similar quality and quantity,  and
similarly dispersed (under similar and relevant circumstances under standard
asset-based lending procedures), at the time of the valuation, less the amount
customarily estimated in the appraisal industry at the time of any determination
for marshalling, recondition, carrying, and sales expenses designed to maximize
the resale value of such Inventory and assuming that the time required to
dispose of such Inventory is customary with respect to such
Inventory.

     

    “Net Sale
Proceeds” means, with respect to any Asset
Disposition the aggregate cash payments received by Company
or any of its Subsidiaries from such Asset Disposition (including, without limitation, cash received by
way of deferred payment pursuant to a note receivable, conversion of non-cash
consideration, cash payments in respect of purchase price adjustments or
otherwise, but only as and when such cash is received) minus the direct
costs and expenses incurred in connection therewith (including legal,
accounting, and investment banking fees and sales commissions and the payment of
the outstanding principal amount of, premium, if any, and
interest on any Indebtedness secured by a Lien senior to the
Lien under the Security

     


    
      
         


      

      
        - 32
-

        
          

        

      

      
         


      

    


    Documents
on the assets so disposed of (other than hereunder) required to be repaid as a
result of such Asset Disposition); and minus any provision
for taxes in respect thereof made in accordance with GAAP
(including, without limitation, pursuant to any tax sharing agreement or
attributable tax payment due to equityholders) to the extent that taxes are
payable in cash in the current year or the following year as a result of such
Asset Disposition.

     

    “Non-Recourse” means,
with respect to any specified Person and the Indebtedness of such
Person:

     

    (5)           neither
Company nor any of its Subsidiaries (A) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness) for the Indebtedness of such Person other than a pledge of the
Capital Stock of the Subsidiaries of such Person, (B) is directly or indirectly
liable as a guarantor or otherwise of the Indebtedness of such Person, or (C)
constitutes the lender with respect to the Indebtedness of such Person;
and

     

    (6)           in
the case of an Unrestricted Subsidiary, no default on the Indebtedness of such
Person (including any rights that the holders of the Indebtedness may have to
take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of Indebtedness of Company or any of
its Subsidiaries to declare a default on such Indebtedness of Company or any of
its Subsidiaries or cause the payment of such Indebtedness of Company or any of
its Subsidiaries to be accelerated or payable prior to its stated
maturity.

     

    “Non-U.S.
Participant” means
any Lender that is not a United States person within the meaning of Code
section 7701(a)(30).

     

    “Note” means a note
substantially in the form of Exhibit 2.1(b) and “Notes” means all of
such Notes collectively.

     

    “Notice Office” means
the office of Administrative Agent located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, or such other office as Administrative Agent may hereafter designate
in writing as such to the other parties
hereto.

     

    “Notice of
Borrowing” has the meaning assigned to that term in Section
2.2(a)(i).

     

    “Notice of
Continuation” has the
meaning assigned to that term in Section 4.3(a).

     

    “Notice of Conversion”
has the meaning assigned to that term in Section
4.3(b).

     

    “Obligations” means
all liabilities and obligations of Company and its Subsidiaries now or hereafter arising under this Agreement and all of the other Loan Documents, whether for principal, interest, fees, expenses,
indemnities or otherwise, and whether primary, secondary, direct, indirect,
contingent, fixed or otherwise (including obligations of
performance).

     

    “Operating Lease” of
any Person, means any lease (including, without limitation,
leases which may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) by such Person, as lessee, which is not a Capitalized Lease.

     


    
      
         


      

      
        - 33
-

        
          

        

      

      
         


      

    


    “Ordinary Equity
Interests” means general and limited partnership interests in the Company
(or, after the merger described in the last sentence of Section 8.3, limited
liability company interests or units or common stock) having no greater rights
to distributions and no greater voting rights from the partnership interests of
the Company in existence on the Closing Date.

     

    “Organizational
Documents” means, with respect to any Person, such
Person’s articles or certificate of incorporation,
certificate of amalgamation, memorandum or articles of association, bylaws,
partnership agreement, limited liability company agreement, joint venture
agreement or other similar governing documents and any document setting forth
the designation, amount and/or relative rights, limitations and preferences of
any class or series of such Person’s Capital Stock.

     

    “Other
Hedging Agreement”
means any foreign exchange contract, currency swap agreement, futures contract,
commodity agreements, option contract, synthetic cap or other similar
agreement.

     

    “Participants” has the
meaning assigned to that term in Section 12.8(b).

     

    “Payment” shall have
the meaning ascribed to that term in Section 2.9(a)(i).

     

    “Payment Condition”
means, at any date of determination, Thirty-Day Average Availability is not less
than $40 million (calculated, in the case of a date on which an Investment or
Restricted Payment is made, on a pro forma basis giving effect to such
Investment or Restricted Payment and any Indebtedness incurred to make such
Investment or Restricted Payment as if they had occurred on the first day of the
period used to calculate Thirty-Day Average Availability).

     

    “Payment Office” means
90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, Attn: Commercial
Loan Division, or such other address as Administrative Agent
may from time to time specify in accordance with Section 12.3.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation created by Section 4002(a) of ERISA.

     

    “Perfection
Certificate” has the meaning assigned to such term in Section
5.2(a).

     

    “Permitted
Acquisition” means any Acquisition by Company or any of its Subsidiaries if all of
the following conditions are met:

     

    (a)           no
Event of Default or Unmatured Event of
Default has occurred and is continuing or would result
therefrom;

     

    (b)           such
acquisition has not been preceded by an unsolicited tender offer for such Person by Company or any of its Affiliates;

     

    (c)           all
transactions related thereto are consummated in compliance, in all material
respects, with applicable Requirements of
Law;

     


    
      
         


      

      
        - 34
-

        
          

        

      

      
         


      

    


    (d)           in
the case of any acquisition of any equity interest in any Person, after giving effect to such acquisition
such Person becomes a Wholly-Owned
Subsidiary of Company which is not an
Unrestricted Subsidiary (or with respect to any such Person
that does not become a Wholly-Owned Subsidiary, such Person becomes a Subsidiary of Company), and, to the extent
required by Section 7.11(a), guarantees
the Obligations hereunder and grants the security interest
contemplated by such Section 7.11(c));

     

    (e)           all
actions, if any, required to be taken under Section 7.11 with respect to
any acquired or newly formed Subsidiary and its property are
taken as and when required under Section 7.11;

     

    (f)           all
unfunded commitments under any documents evidencing or governing Indebtedness of
any acquired or newly formed Subsidiary that is assumed pursuant to such
Acquisition shall have been terminated;

     

    (g)           such
assets are used for, or such Person is primarily engaged in, a
line of business permitted under Section 8.10;

     

    (h)           the
aggregate consideration (including assumed Consolidated Debt) for such
Acquisitions is less than the then remaining Permitted Acquisition
Basket;

     

    (i)           (x) after giving effect thereto on a Pro Forma
Basis there is at least $100,000,000 of Availability; and (y) on or
before the date of such acquisition and before Company or
any of its Subsidiaries enters into such acquisition or any
agreement therefor (that is not contingent upon such acquisition being permitted
under this Agreement), Company delivers
to the Administrative Agent and Lenders
audited financial statements of the business or Person to be
acquired, including income statements or statements of operations and, if
available, balance sheet statements for at least the fiscal year or the four
fiscal quarters then most recently ended and calculations supporting compliance
with clause (x) above; and

     

    (j)           any
Foreign Investment component of such Acquisition is permitted pursuant to Section 8.7(j).

     

    “Permitted Acquisition
Basket” means (a) the sum of (i) $50,000,000 plus the amount of (ii)
Unutilized Net Offering Proceeds at such time minus (b) the aggregate Investment
(including assumed Consolidated Debt) for all Acquisitions after the Closing
Date.

     

    “Permitted
Covenant” means (i) any periodic reporting covenant,
(ii) any covenant restricting payments by Company with respect to any securities of
Company which are junior to the Permitted Preferred Stock, (iii) any covenant
the default of which can only result in an increase in the amount of any
redemption price, repayment amount, dividend rate or interest rate, (iv) any covenant providing board observance rights with respect to
Company’s board of directors and (v) any
other covenant that does not adversely affect the interests of the Lenders (as reasonably determined by Administrative Agent).

     

    “Permitted Discretion”
shall mean the Administrative Agent’s judgment exercised in good faith based
upon its consideration of any factor which the Administrative Agent
believes

     


    
      
         


      

      
        - 35
-

        
          

        

      

      
         


      

    


    in good
faith:  (a) will or could adversely affect the value of any
Collateral, the enforceability or priority of the Administrative Agent’s Liens
thereon or the amount which the Agents, the Lenders or any Issuing Bank would be
likely to receive (after giving consideration to delays in payment and costs of
enforcement) in the liquidation of such Collateral or (b) suggests that any
collateral report or financial information delivered to the Administrative Agent
by any Person on behalf of any Borrower is incomplete, inaccurate or misleading
in any material respect.  In exercising such judgment, the
Administrative Agent may consider such factors already included in or tested by
the definition of Eligible Accounts Receivable or Eligible Inventory, as well as
any of the following:  (i) the changes in collection history and
dilution with respect to the Accounts; (ii) changes in demand for, pricing
of, or product mix of Inventory; (iii) changes in any concentration of risk
with respect to the respective Borrowers’ Accounts or Inventory; and
(iv) any other factors that change the credit risk of lending to any
Borrower on the security of any Borrower’s Accounts or Inventory.

     

    “Permitted Junior
Debt” means subordinated Indebtedness of Company that:

     

    (1)           is
subordinated to the Loans pursuant to subordination provisions as set forth on
Schedule 1.1(c), with appropriate insertions in any blank items and conforming
definitional changes (or more favorable to the Lenders) or otherwise reasonably
acceptable to the Administrative Agent;

     

    (2)           has
a final maturity date occurring at least one year after the Expiration Date and
has no scheduled principal or sinking fund payments prior to such
date;

     

    (3)           is
not guaranteed by any Subsidiary of Company except for any guarantee by a Credit
Party that is contractually subordinated in right of payment (to the same extent
that Company’s direct obligations are so subordinated) to the prior payment in
full in cash pursuant to the Subsidiary Guaranty of the Obligations;
and

     

    (4)           is
not convertible into any other Securities except Capital Stock of Company (other
than Disqualified Stock).

     

    “Permitted Junior Debt
Documents” means all documents evidencing, guaranteeing or otherwise
governing the terms of any Permitted Junior Debt.

     

    “Permitted Liens” has
the meaning assigned to that term in Section 8.1.

     

    “Permitted MTBE Joint
Venture” means a Person (together with its Subsidiaries, if any)
organized by the Company or an MTBE Subsidiary and one or more third parties for
the purpose, among other things, of utilizing the MTBE Assets regardless of
whether such Person is a joint venture or a minority-owned Person provided that
(i) such Person shall not be a Subsidiary and (ii) all of the Capital Stock
of such Person owned by the Company and its Subsidiaries shall, promptly and in
any event within sixty (60) days after the formation thereof, be pledged as
collateral to Administrative Agent for the benefit of the Secured
Creditors.

     

    “Permitted
Preferred Stock” means any preferred partnership interests of Company (or any equity security of Company that
is convertible or exchangeable into any preferred partnership interests of
Company), so long as the terms of any such preferred

     


    
      
         


      

      
        - 36
-

        
          

        

      

      
         


      

    


    partnership
interests or equity security of Company:  (i) do not
provide any collateral security, (ii) do not provide any
guaranty or other support by Company or any of its Subsidiaries, (iii) do not contain any
mandatory put, redemption, repayment, sinking fund or other similar provision
occurring before the ninth anniversary of the Closing Date (other than any put exercisable upon death or
disability to the extent Company may, at its option, issue a note that complies
with the terms set forth in Section 8.2(n) as the
sole repurchase consideration), (iv) do not require the cash
payment of dividends or interest, (v) do not contain any
covenants other than Permitted Covenants, (vi) do not grant the holders thereof any voting rights except for
(x) voting rights required to be granted to such holders
under applicable law, (y) limited customary voting rights on
fundamental matters such as mergers, consolidations, sales of substantial
assets, or liquidations involving Company and (z) other
voting rights to the extent not greater than or superior to those allocated to
Ordinary Equity Interests on a per interest basis, and
(vii) are otherwise reasonably satisfactory to Administrative Agent.

     

    “Permitted
Real Property Encumbrances” means (i) as to any
Mortgaged Property, those liens, encumbrances and other matters affecting title to such Mortgaged Property and which are listed as
exceptions in the Mortgage Policies in respect thereof,
(ii) as to any particular real property at any time,
including, but not limited to the Mortgaged Property, such easements, licenses,
encroachments, covenants, rights of way, minor defects, irregularities or
encumbrances on title which do not materially impair such real property for the
purpose for which it is held or used by the owner thereof, (iii) municipal and zoning ordinances, which are not violated in
any material respect by the existing improvements or the present use made of the
premises by the owner thereof, and (iv) Liens described in clauses (i), (ii) and
(iii) of the definition of Customary Permitted Liens.

     

    “Permitted
Refinancing” means a replacement, renewal, refinancing or extension of
any Indebtedness by the Person that
originally incurred such Indebtedness, provided
that:

     

    (i)           the
principal amount of such Indebtedness (as determined as of
the date of the incurrence of the Indebtedness in accordance
with GAAP) does not exceed the principal amount of the
Indebtedness refinanced thereby on such date plus the amount of accrued and unpaid interest and fees (including
call premiums) and expenses incurred in connection with such replacement,
renewal, refinancing or extension except to the extent such excess is applied as
a mandatory prepayment of Term Loans; provided, that (a) in
the case of a Permitted Refinancing of the Term Loan Credit Facility, the
principal amount may be increased to the extent permitted under the definition
of Term Loan Credit Facility and (b) in the case of a Permitted Refinancing of
Permitted Junior Debt and Indebtedness incurred pursuant to Section 8.2(l) the
principal amount may be increased to the extent such increase is applied as a
mandatory prepayment of Term Loans;

     

    (ii)           the
final maturity date of such indebtedness is not earlier than the final maturity
date of the Indebtedness being refinanced and the Weighted
Average Life to Maturity of such Indebtedness is not less
than the Weighted Average Life to Maturity of the Indebtedness being refinanced;

     

    (iii)           such
Indebtedness is not secured by any assets other than those
securing such Indebtedness on the latter of the date such
Indebtedness was originally incurred or

     


    
      
         


      

      
        - 37
-

        
          

        

      

      
         


      

    


    the Closing Date (and any improvements and accessions to such property
and any replacements of or proceeds from any such property) and is not
guaranteed by any Credit Party or any Subsidiary of any Credit Party except to the
extent such Person guaranteed such Indebtedness being refinanced; provided that Credit
Parties may guarantee Indebtedness of the Company;

     

    (iv)           in
the case of Indebtedness which is in excess of $5,000,000, the covenants, defaults and similar
provisions applicable to such Indebtedness are, in the
reasonable opinion of Administrative Agent, no more
restrictive in any material respect than the provisions contained in the
original documentation for such Indebtedness and no more
restrictive than the provisions contained in this Agreement
and do not conflict in any material respect with the provisions of this Agreement and is otherwise upon terms and subject to documentation
in form and substance reasonably satisfactory to Administrative Agent;

     

    (v)           if
the Indebtedness being refinanced is Permitted Junior Debt or is otherwise
subordinated in right of payment to the Obligations, such Indebtedness is
subordinated in right of payment to the Obligations on terms at least as
favorable to the Lenders as those contained in the documentation governing the
Indebtedness being refinanced, as determined by Administrative Agent;
and

     

    (vi)           in
the case of Permitted Refinancing of the Term Loan Credit
Facility, (1) such Indebtedness is
either unsecured, or if secured, is secured by Liens with
the priority set forth in and subject to the Intercreditor Agreement and (2) the scheduled maturity date shall not be earlier than, nor
shall any scheduled principal payments in excess of 1% per annum commence, prior
to the Expiration Date.

     

    “Person” means an
individual or a corporation, partnership, limited liability company, trust,
incorporated or unincorporated association, joint venture, joint stock company,
Governmental Authority or other entity of
any kind.

     

    “Plan” means any plan
described in Section 4021(a) of ERISA
and not excluded pursuant to Section 4021(b) thereof, which
is or has, within the preceding six years, been established or maintained, or to
which contributions are being or have been, within the preceding six years,
made, by Company, any of its Subsidiaries or any of their
ERISA Affiliates.

     

    “Plan Administrator”
has the meaning assigned to the term “administrator” in Section
3(16)(A) of ERISA.

     

    “Plan Sponsor” has the
meaning assigned to the term “plan sponsor” in Section 3(16)(B) of ERISA.

     

    “Pledged
Securities” means any of the Securities pledged
pursuant to any Security Document.

     

    “Port Arthur Letter of
Credit” means the letter of credit issued for the benefit of the Sellers
pursuant to the terms of the Huntsman Acquisition Agreement, which letter of
credit is in the face amount of $70,000,000 as of the Closing Date.

     


    
      
         


      

      
        - 38
-

        
          

        

      

      
         


      

    


    “Premises”  means,
at any time, any real estate then owned, leased or operated by Company or any of its Subsidiaries.

     

    “Pro Forma Balance
Sheet” has the meaning assigned to that term in Section 6.5(a).

     

    “Pro Forma
Basis” means, (a) with respect to the preparation of
pro forma financial statements for purposes of the definition of Permitted Acquisitions and for any other purpose relating to a
Permitted Acquisition or other Investment, pro forma on the
basis that (i) any Indebtedness
incurred or assumed in connection with such Acquisition or
other Investment was incurred or assumed on the first day of the applicable
period, (ii) if such Indebtedness bears
a floating interest rate, such interest shall be paid over the pro forma period
at the rate in effect on the date of such Acquisition or
other Investment, and (iii) all income and expense
associated with the assets or entity acquired in connection with such Acquisition or other Investment (other than the fees, costs and
expenses associated with the consummation of such Acquisition or other Investment) for the most recently ended four
fiscal quarter period for which such income and expense amounts are available
shall be treated as being earned or incurred by Company over
the applicable period on a pro forma basis without giving effect to any cost
savings other than Pro Forma Cost Savings, (b) with respect to the preparation of a pro forma financial
statement for any purpose relating to an Asset Disposition,
pro forma on the basis that (i) any Indebtedness prepaid out of the proceeds of such Asset Disposition shall be deemed to have been prepaid as of the
first day of the applicable Test Period, and (ii) all income and expense (other than such expenses as Company, in good faith, estimates will not be reduced or eliminated
as a consequence of such Asset Disposition) associated with
the assets or entity disposed of in connection with such Asset Disposition shall be deemed to have been eliminated as of the
first day of the applicable Test Period and (c) with respect to the preparation of pro forma financial
statements for any purpose relating to an incurrence of Indebtedness, pro forma on the basis that (i) any Indebtedness incurred or assumed
in connection with such incurrence of Indebtedness was
incurred or assumed on the first day of the applicable period, (ii) if such incurrence of Indebtedness bears a
floating interest rate, such interest shall be paid over the pro forma period at
the rate in effect on the date of the incurrence of such Indebtedness, and (iii) all income and expense
associated with the assets or entity acquired in connection with the incurrence
of Indebtedness (other than the fees, costs and expenses
associated with the consummation of such incurrence of Indebtedness) for the most recently ended four fiscal quarter
period for which such income and expense amounts are available shall be treated
as being earned or incurred by Company over the applicable
period on a pro forma basis without giving effect to any cost savings other than
Pro Forma Cost Savings.

     

    “Pro Forma Cost
Savings” means, with respect to the determination of Net Income on a Pro
Forma Basis, such cost savings as would be permitted pursuant to Rule 11.02 of
Regulation S-X.

     

    “Pro Forma Borrowing Base
Certificate” shall have the meaning given such term in Section
2.4(e).

     

    “Proportionate
Share” shall, subject to Section 12.9(c)(ii),
mean, with respect to any Lender, a fraction (expressed as a percentage), the
numerator of which shall be the amount

     


    
      
         


      

      
        - 39
-

        
          

        

      

      
         


      

    


    of such
Lender’s Commitment and the denominator of which shall be the Total Commitments
or, if the Commitments have been terminated, a fraction the numerator of which
shall be the principal amount of such Lender’s Exposure and the denominator of
which shall be the aggregate amount of all Exposures of all Lenders then
outstanding.

     

    “Projections” has the
meaning assigned to that term in Section 6.5(e).

     

    “Quarterly
Payment Date” means the first Business Day of each January, April, July
and October commencing October 1, 2006.

     

    “Register” has the
meaning assigned to that term in Section 12.13.

     

    “Regulation D” means
Regulation D of the Board as from time
to time in effect and any successor provision to all or a portion thereof
establishing reserve requirements.

     

    “Related
Fund” means, with respect to any Lender which is a
Fund, any other Fund that is
administered or managed by the same investment advisor of such Lender or by an Affiliate of such investment
advisor.

     

    “Release” means any
release, spill, emission, leaking, pumping, pouring, emptying, dumping,
injection, deposit, disposal, discharge, dispersal, escape, leaching or
migration into the indoor or outdoor environment or into or out of any property
of Company or its Subsidiaries, or at
any other location, including any location to which Company
or any of its Subsidiaries has transported or arranged for
the transportation of any Contaminants, including the
movement of Contaminants through or in the air, soil,
surface water, groundwater or property of Company or its
Subsidiaries or at any other location, including any
location to which Company or any Subsidiary has transported or arranged for the transportation of
any Contaminants.

     

    “Remedial
Action” means actions required to (i) clean up,
remove, treat or in any other way address Contaminants in
the indoor or outdoor environment, (ii) prevent or minimize
or otherwise address the Release or substantial threat of a
material Release of Contaminants so they do not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; or
(iii) perform pre-response or post-response studies and
investigations and post-response monitoring and care or any other studies,
reports or investigations relating to Contaminants.

     

    “Replaced Lender” has the
meaning assigned to that term in Section 4.13(b).

     

    “Replacement Lender” has the
meaning assigned to that term in Section 4.13(b).

     

    “Reportable Event”
means a “reportable event” described in Section 4043(c) of
ERISA or in the regulations thereunder with respect to a
Plan, excluding any event for which the thirty (30) day
notice requirement has been waived.

     

    “Requirement of Law”
means, as to any Person, any law (including common law),
treaty, rule or regulation or judgment, decree, determination or award of an
arbitrator or a court or other Governmental
Authority, including without limitation, any Environmental Law, in

     


    
      
         


      

      
        - 40
-

        
          

        

      

      
         


      

    


    each case
applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is
subject.

     

    “Responsible Financial
Officer” means the Chief Financial Officer, Principal
Accounting Officer, Controller or Treasurer of Company, or,
if being applied to a Subsidiary, of the applicable Subsidiary.

     

    “Responsible Officer”
means any of the Chairman or Vice
Chairman of the Board of Directors, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, any Vice President or the Treasurer of Company or,
if being applied to a Subsidiary, of the
Subsidiary.

     

    “Restricted
Payment” means (i) any Dividend
(except Dividends (X) payable solely in
Capital Stock or in options, warrants or other rights to
purchase such Capital Stock or (Y)
payable to Company or a Subsidiary of Company), (ii) any purchase, redemption or acquisition or retirement for
value of any Capital Stock of Company or
any of its Subsidiaries other than a Wholly-Owned Subsidiary, (iii) any payment of Management Fees to an
Affiliate of Company or any of its Subsidiaries or (iv) any
interest or principal payment on or purchase, defeasance, redemption, prepayment
or other acquisition or retirement for value, prior to any scheduled final
maturity, of any Indebtedness that is subordinate or junior
in right of payment to the Obligations (including any
Permitted Junior Debt or any Permitted Refinancing thereof), other than, so long
as no Event of Default or Unmatured Event of Default exists, payment of
Intercompany Indebtedness.

     

    “Returns” has the
meaning assigned to that term in Section 6.9(a).

     

    “Revolver Collateral
Agent” means DB in its capacity as agent for the Secured Creditors under
the Security Documents and any successor agent in such capacity.

     

    “S&P” means Standard & Poor’s Corporation or any successor to the rating
agency business thereof.

     

    “Sale and
Leaseback Transaction” means any arrangement, directly or indirectly,
whereby a seller or transferor shall sell or otherwise transfer any real or
personal property and then or thereafter lease, or repurchase under an extended
purchase contract, conditional sales or other title retention agreement, the
same or similar property.

     

    “SEC” means the Securities and Exchange Commission or any successor
thereto.

     

    “Secured Creditors”
has the meaning provided in the respective Security Documents to the extent
defined therein and shall in any event include any Person that is granted a
security interest in any Loan Document.

     

     “Securities” means any
stock, shares, voting trust certificates, bonds, debentures, options, warrants,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

     


    
      
         


      

      
        - 41
-

        
          

        

      

      
         


      

    


    “Securities Act” means
the Securities Act of 1933,
as amended.

     

    “Security
Agreement” has the meaning assigned to that term in Section
5.1(c).

     

    “Security Documents”
means, collectively the Security Agreement, each Mortgage, the Perfection Certificate and
all other agreements, assignments, security agreements, instruments and
documents executed in connection therewith, in each case as the same may at any time be amended, supplemented, restated or otherwise
modified and in effect.  For purposes of this
Agreement, “Security Documents” shall also include all security agreements,
mortgages, pledge agreements, collateral assignments and other collateral
documents in the nature of any thereof entered into by any
Borrower or any of its Subsidiaries after the date of this
Agreement in favor of Administrative
Agent for the benefit of the Secured Creditors in
satisfaction of the requirements of this Agreement, in each
case as the same may at any time be amended, supplemented,
restated or otherwise modified and in effect.

     

    "Sellers" means
Huntsman Petrochemical Corporation and Huntsman Fuels, L.P.

     

    “Settlement Date”
shall have the meaning ascribed to that term in Section 2.3(b)(i).

     

    “Solvent” means, when
used with respect to any Person, that (i) the fair salable value of its assets is in excess of the total
amount of its liabilities (including for purposes of this definition all
liabilities, whether or not reflected on a balance sheet prepared in accordance
with GAAP, and whether direct or indirect, fixed or
contingent, disputed or undisputed); (ii) it is able to pay
its debts or obligations in the ordinary course as they mature; and (iii) it has capital sufficient to carry on its business and all
business in which it is about to engage.  For purposes of this
definition “debt” means any liability on a claim, and “claim” means (y) any
right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured (including all obligations,
if any, under any Plan or the equivalent for unfunded past service liability,
and any other unfunded medical and death benefits) or (z) any right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.  In computing the amount of contingent or unliquidated
liabilities at any time, such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

     

    “Subsidiary” of any
Person means any corporation, partnership (limited or
general), limited liability company, trust or other entity of which a majority
of the stock (or equivalent ownership or equity interest) having voting power to
elect a majority of the board of directors (if a corporation) or to select the
trustee or equivalent managing body or controlling interest, shall, at the time
such reference becomes operative, be directly or indirectly owned or controlled by such Person or one or more of the
other subsidiaries of such Person or any combination
thereof.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Company.  Unless

     


    
      
         


      

      
        - 42
-

        
          

        

      

      
         


      

    


    otherwise
expressly provided an Unrestricted Subsidiary shall not be considered a
“subsidiary” for purposes of this Agreement.

     

    “Subsidiary
Guarantor” means any Material Domestic Subsidiary or
other Subsidiary of Company that becomes a party to a Subsidiary
Guaranty.

     

    “Subsidiary Guaranty” has the
meaning assigned to that term in Section 5.1(b).

     

    “Taxes” means any and
all present and future taxes, duties, levies, imposts,
deductions, assessments, charges or withholdings, and any and all liabilities
(including interest and penalties and other additions to taxes) with respect to
the foregoing, but excluding Excluded
Taxes.

     

    “Term Agent” means DB
in its capacity as administrative agent for the lenders under the Term Loan
Credit Facility, and any successor agent in such capacity.

     

    “Term Collateral
Agent” means DB in its capacity as collateral agent for the Secured
Creditors (as defined in the Term Loan Credit Facility) under the Security
Documents (as defined in the Term Loan Credit Facility), and any successor agent
in such capacity.

     

    “Term Loan
Credit Facility” means the Term Loan Agreement dated as of June 27, 2006
by and among Company, DB, as administrative agent and the lenders from time to
time party thereto, as amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms hereof.

     

    “Term Loan Credit Facility
Documents” means, collectively, the Term Loan Credit Facility and all
agreements, instruments and documents executed in connection
therewith.

     

    “Term
Loans” means the Loans under the Term Loan Credit Facility, collectively.

     

    “Termination Event”
means any of the following events: (i) a Reportable Event with respect to any Plan;
(ii) the withdrawal of any Credit Party,
any of its Subsidiaries or any of their ERISA Affiliates from a Plan or a Multiple Employer Plan during a plan year in which such Credit Party, Subsidiary or ERISA
Affiliate was a “substantial employer” as defined in Section
4001(a)(2) of ERISA or the cessation of operations which
results in the termination of employment of twenty percent (20%) of Plan participants who are employees of any
Credit Party, any of its Subsidiaries or any of their ERISA Affiliates; (iii) the imposition of an obligation on any Credit Party, any of
its Subsidiaries or any of their ERISA Affiliates under Section 4041 of ERISA to
provide affected parties written notice of intent to
terminate, a Plan in a standard termination or a distress
termination described in Section 4041 of ERISA; (iv) the institution by the PBGC or any similar foreign governmental authority of proceedings
to terminate a Plan or Foreign Pension
Plan; (v) any event or condition which would or could
reasonably be expected to constitute grounds under Section
4042 of ERISA (other than subparagraph (a)(4) of such Section) for the termination of, or the appointment of a trustee to
administer, any Plan; (vi) the
appointment by a foreign governmental authority of a trustee to administer any
Foreign Pension Plan in place of the existing administrator;
(vii) the partial or complete withdrawal of any Credit
Party, any of its Subsidiaries or any of their ERISA
Affiliates from a Multiemployer Plan or
Foreign Pension Plan; (viii) receipt of a notice of
reorganization or

     


    
      
         


      

      
        - 43
-

        
          

        

      

      
         


      

    


    insolvency
with respect to a Multiemployer Plan pursuant to Section 4242 or 4245 of
ERISA; or (ix) the termination of a
Multiemployer Plan or a Multiple Employer Plan.

     

    “Test
Period” means the four consecutive Fiscal Quarters of
Company then last ended.

     

    “Thirty-Day Average
Availability” means, for any day, the sum of Availability for the
immediately preceding thirty days divided by 30.

     

    “Title Company” means
(a)(i) with respect to real property acquired pursuant to the Huntsman
Acquisition, Partners Title Company, and (ii) with respect to any other real
property now or hereafter owned by any Credit Party, Charter Title Company, in
each case, as issuing agents for Land America Commonwealth Land Title or (b) any
other title company reasonably acceptable to Administrative Agent.

     

    “Total Commitments”
shall mean the aggregate of the Commitments of all the Lenders, which in the
aggregate shall not exceed $115,000,000, subject to increase as set forth in
Section
2.10.

     

    “Total Exposure” shall
mean, at any time, an amount equal to the sum of (a) the Letter of Credit
Obligations and (b) the principal amount of outstanding Loans.

     

    “Transaction” means
and includes (i) each of the Credit
Events occurring on the Initial Borrowing Date, (ii) the Huntsman Acquisition, (iii) such other transactions as are contemplated by the Documents, and (iv) the payment of fees and
expenses in connection with the foregoing.

     

    “Transaction
Documents” means, collectively, the Huntsman Acquisition Documents, the Term Loan
Credit Facility Documents, and any agreement, document, instrument and
certificate executed and/or delivered after the date hereof
pursuant to the terms of, or in connection with, any of the
foregoing.

     

    “Transferee” has the
meaning assigned to that term in Section 12.8(d).

     

    “Type” means any type
of Loan, namely, a Base Rate Loan, or a
Eurocurrency Loan.  For purposes hereof, the term “Rate” shall include the
Eurocurrency Rate, the Base
Rate.

     

    “UCC” means the Uniform Commercial Code as in effect from time to time in the
relevant jurisdiction.

     

    “Unmatured
Event of Default” means an event, act or occurrence which with the giving
of notice or the lapse of time (or both) would become an Event of Default.

     

    “Unrestricted
Subsidiary” means (i) any Subsidiary (with such term defined for purposes
of this definition without giving effect to the last sentence in the definition
of such term) of Company that at or prior to the time of formation or
acquisition thereof shall be designated an Unrestricted Subsidiary in an
officers’ certificate signed by a Responsible

     


    
      
         


      

      
        - 44
-

        
          

        

      

      
         


      

    


    Financial
Officer of Company and (ii) any Subsidiary of an Unrestricted Subsidiary, but,
in each case, only to the extent that such Subsidiary:

     

    (1)           has
no Indebtedness other than Indebtedness that is Non-Recourse to Company and its
Subsidiaries;

     

    (2)           is
not party to any agreement, contract, arrangement or understanding with Company
or any of its Subsidiaries unless the terms of any such agreement, contract,
arrangement or understanding are not less favorable to Company or such
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of Company; and

     

    (3)           is
a Person with respect to which neither Company nor any of its Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Capital Stock
or (b) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results

     

    If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Agreement and the other Loan
Documents and any Indebtedness of such Subsidiary shall be deemed to be incurred
by a Subsidiary of Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under the provisions of Section 8.2 hereof,
Company shall be in default of such Section.

     

    “Unutilized Net Offering
Proceeds” means, at any time, the sum of (a) all Net Offering Proceeds
from issuances of the Company’s Capital Stock (other than Disqualified Stock)
since the Closing Date plus (b) all Net Offering Proceeds from issuances of
Permitted Junior Debt to the extent not required by the terms of the Term Loan
Credit Facility to be used to prepay loans thereunder minus (c) all Restricted
Payments pursuant to Section 8.5(i) since
the Closing Date.

     

    “Unused Line Fee”
shall have the meaning ascribed to that term in Section 4.7.

     

    “Value” shall mean, as
determined by Administrative Agent in good faith, (a) with respect to
Eligible Accounts Receivable, the gross face amount of Eligible Accounts
Receivable less the sum of (i) sales, excise or similar taxes included in
the amount thereof and (ii) returns, discounts, claims, credits, charges
and allowances (exclusive of those paid in cash to the extent included in
dilution) of any nature at any time issued, owing, granted, outstanding,
available or claimed with respect thereto and (b) with respect to Eligible
Inventory, the lower of (i) cost computed on an average cost basis in
accordance with GAAP or (ii) market value.

     

    “Voting
Stock” means any class of Capital Stock of a Person pursuant to which the holders thereof have, at the time of
determination, the general voting power under ordinary circumstances to vote for
the election of the Board of Directors of such Person
(irrespective of whether or not at the time any other class or classes will have
or might have voting power by reason of the happening of any
contingency).

     


    
      
         


      

      
        - 45
-

        
          

        

      

      
         


      

    


    “Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing
(a) the then outstanding principal
amount of such Indebtedness into (b) the
total of the product obtained by multiplying (x) the amount
of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect
thereof by (y) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment.

     

    “Wholly-Owned
Subsidiary” means, with respect to any Person, any
Subsidiary of such Person, all of the
outstanding shares of capital stock of which (other than
qualifying shares required to be owned by directors) are at the time owned
directly or indirectly by such Person and/or one or more
Wholly-Owned Subsidiaries of such Person.

     

    “written” or “in
writing” means any form of written communication or a
communication by means of telecopier device or authenticated telex, telegraph or
cable.

     

    The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.  The words “herein,” “hereof” and words of similar import as
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this
Agreement.  References to “Articles”, “Sections”, “paragraphs”, “Exhibits” and “Schedules” in this Agreement shall refer to
Articles, Sections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly
provided; references to Persons include their respective
permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant
functions of such persons; and all references to statutes and related
regulations shall include any amendments of same and any successor statutes and
regulations.

     

    1.2           Accounting Terms; Pro Forma
Calculations; Financial Statements.

     

    (a)           All
accounting terms used herein but not expressly defined in
this Agreement shall have respective meanings given to them
in accordance with GAAP in the United States of America in
effect on the date hereof.  Except as otherwise
expressly provided herein, all computations and
determinations for purposes of determining compliance with the financial
requirements of this Agreement shall be made in accordance
with GAAP in effect in the United States
of America on the date hereof and on a basis consistent with
the presentation of the financial statements and projections referred to in
Section 6.5(a)
and Section
6.5(e).  Notwithstanding the foregoing sentence, the financial
statements required to be delivered pursuant to Section 7.1 shall be prepared
in accordance with GAAP in the United States of America as
in effect on the respective dates of their preparation.  Unless
otherwise provided for herein, wherever any computation is
to be made with respect to any Person and its Subsidiaries, such computation shall be made so as to exclude all
items of income, assets and liabilities attributable to any Person which is not a Subsidiary of such Person.  For purposes of the financial terms set forth
herein, whenever a reference is made to a determination which is required to be
made on a consolidated basis (whether in accordance with GAAP or otherwise) for
the Borrowers and their Subsidiaries, such determination shall be made as if
each Unrestricted Subsidiary where wholly-owned by a Person not an Affiliate of
the Borrowers.

     


    
      
         


      

      
        - 46
-

        
          

        

      

      
         


      

    


    (b)           For
purposes of computing all financial ratios hereunder (i.e. the Fixed Charge
Coverage Ratio, Leverage Ratio and any other ratio that may from time to time be
computed hereunder) as of the end of any Test Period, all
components of such ratios for the applicable Test Period
shall include or exclude, as the case may be, without
duplication, such components of such ratios attributable to any business or
material assets that have been acquired or disposed of by any Borrower or any of their Subsidiaries
(including through mergers or consolidations) after the first day of such Test Period and prior to the end of such Test
Period on a Pro Forma Basis as determined in good faith by
the Company and certified to by Responsible Officer of the Company to the
Administrative Agent.

     

    (c)           If
any changes in GAAP or the application thereof from that used in the preparation
of the financial statements referred to in Section 6.5(a) hereof occur after the
Closing Date and such changes result in, in the sole judgment of Administrative
Agent, a meaningful change in the calculation of any financial covenants or
restrictions set forth in this Agreement, then the parties hereto agree to enter
into and diligently pursue negotiations in order to amend such financial
covenants and restrictions so as to equitably reflect such changes, with the
desired result that the criteria for evaluating the financial condition and
results of operations of Company and its Subsidiaries shall be the same after
such changes as if such changes had not been made.

     

    ARTICLE II

     

    


     

    LOANS

     

    2.1           Commitments;
Delivery of Notes.  a)  Subject to the terms and
conditions set forth in this Agreement, on and after the Closing Date and to and
excluding the Expiration Date, each of the Lenders severally agrees to make from
time to time revolving loans to the Borrowers hereunder (the “Loans”); provided
that no such Loan shall be made for the account of any Borrower if after giving
effect to the making of such Loan and the simultaneous application of the
proceeds thereof, (i) the aggregate amount of the Exposure of such Lender
would exceed the Commitment of such Lender or (ii) the Total Exposure for
all Borrowers would exceed the lesser of (A) the Total Commitments and
(B) subject to Section 2.2(b),
the Borrowing Base.

     

    (b)           At
the request of any Lender through the Administrative Agent, the Borrowers hereby
agree to execute and deliver to each Lender a Note in the form of Exhibit 2.1(b) hereto
to evidence the Loans to the Borrowers by such Lender.

     

    2.2           Borrowing
Mechanics; Interim Advances.

     

    (a)           Except
as provided in Sections 2.2(b),
2.3(b)
and 3.6(a), Borrowings
shall be made on written notice (or telephonic notice promptly confirmed in
writing) from the Funds Administrator to the Administrative Agent, given not
later than 11:00 a.m. (New York City time) on the Business Day on which a
proposed Borrowing consisting of Base Rate Loans is requested to be made and on
the third Business Day prior to the date of any proposed Borrowing consisting of
Eurocurrency Rate Loans is requested to be made.

     

    (i)           Each
Notice of Borrowing shall be given by, alternatively, telephone, facsimile or
electronic e-mail transmission, and, if by telephone or electronic
e-mail

     


    
      
         


      

      
        - 47
-

        
          

        

      

      
         


      

    


    transmission,
confirmed in writing on the same Business Day to the extent requested by
Administrative Agent, substantially in the form of Exhibit 2.2(a)(i)
(the “Notice of
Borrowing”).  Each Notice of Borrowing shall be irrevocable
(subject to Section
4.3(c)) by and binding on the Funds Administrator and the
Borrowers.

     

    (ii)           The
Funds Administrator shall notify the Administrative Agent in writing of the
names of the officers of the Funds Administrator  authorized to
request Loans on behalf of the Borrowers and specifying which of those officers
are also, or, if none are, the other officers that are, authorized to direct the
disbursement of Loans in a manner contrary to standing disbursement
instructions, and shall provide the Administrative Agent with a specimen
signature of each such officer.  In the absence of a specification of
those officers who are authorized to vary standing disbursement instructions,
the Administrative Agent may assume that each officer authorized to request
Loans also has such authority.  The Administrative Agent shall be
entitled to rely conclusively on the authority of such officers of the Funds
Administrator to request Loans on behalf of the Borrowers, or to vary standing
disbursement instructions, until the Administrative Agent receives written
notice to the contrary.  The Administrative Agent shall have no duty
to verify the authenticity of the signature appearing on any Notice of Borrowing
or other writing delivered pursuant to this Section 2.2(a)
and, with respect to an oral or electronic e-mail request for Loans, the
Administrative Agent shall have no duty to verify the identity of any individual
representing himself as one of the officers of the Funds Administrator
authorized to make such request on behalf of the Borrowers.  Neither
the Administrative Agent nor any of the Lenders shall incur any liability to the
Funds Administrator or any of the Borrowers as a result of (A) acting upon
any telephonic or electronic e-mail notice referred to in this Section 2.2(a)
if the Administrative Agent believes in good faith such notice to have been
given by a duly authorized officer of the Funds Administrator or other
individual authorized to request Loans on behalf of the Borrowers or to direct
the disbursement thereof in a manner contrary to standing disbursement
instructions, or (B) otherwise acting in good faith under this Section 2.2(a)
and an advance made and disbursed pursuant to any such telephonic or
electronic e-mail notice shall be deemed to be a Loan for all purposes of this
Agreement.

     

    (iii)           In
its Notice of Borrowing, the Funds Administrator may request one or more
Borrowings on a single day.  Each such Borrowing shall, unless
otherwise specifically provided herein, consist entirely of Loans of the same
Type and shall, in the case of a Borrowing of Eurocurrency Rate Loans, be in an
aggregate amount for all Lenders of not less than $2,000,000 or an integral
multiple of $500,000 in excess thereof.  The right of the Funds
Administrator to choose Eurocurrency Rate Loans is subject to the provisions of
Section 4.3(c).

     

    (b)           i)           In
the event the Borrowers are unable to comply with (A) the Borrowing Base
limitation set forth in clause (ii)(B) of the proviso to
Section 2.1(a) or (B) the conditions precedent set forth in Section 5.2 to a
Credit Event, the Lenders authorize the Administrative Agent, in its sole
discretion, to make Loans (“Interim Advances”) to
the Borrowers during the period commencing on the date the Administrative Agent
first receives a Notice of Borrowing requesting an Interim Advance until the
earliest of (1) the twentieth (20th) Business Day after such date,
(2) the date the Borrowers are again able to comply with such Borrowing
Base limitation and conditions precedent, or obtains an amendment or waiver with
respect thereto and (3) the date the Majority Lenders instruct the
Administrative Agent, or the

     


    
      
         


      

      
        - 48
-

        
          

        

      

      
         


      

    


    Administrative
Agent determines, to cease making Interim Advances (in each case, the “Interim Advance
Period”).

     

    (ii)           The
Administrative Agent shall not, in any event, (A) make any Interim Advance
during any Interim Advance Period if, after giving effect to such Interim
Advance, Total Exposure would exceed one hundred ten percent (110%) of Total
Exposure on the first day of such Interim Advance Period (calculated without
giving effect to Interim Advances made on such day) and (B) make any
Interim Advance if, after giving effect to such Interim Advance, Total Exposure
would exceed the Line of Credit.

     

    (iii)           All
amounts received by the Administrative Agent during an Interim Advance Period on
account of the Obligations, whether in the form of payments from any Borrower,
collections on the Collateral or otherwise, shall, so long as any Interim
Advances made during such Interim Advance Period are outstanding, be applied by
the Administrative Agent, first, to the
repayment of such Interim Advances and, second, in accordance
with Section 2.5(d).

     

    (c)           The
failure of any Lender to make the Loan to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on the date of such Borrowing, but no Lender shall be responsible for
the failure of any other Lender to make the Loan to be made by such other Lender
on the date of any Borrowing.

     

    (d)           In
addition to being evidenced, as provided in Section 2.6, by the Borrowers’ Accounts,
each Lender’s Loans and the Borrowers’ joint and several obligations to repay
such Loans with interest in accordance with the terms of this Agreement shall be
evidenced by this Agreement, the records of such Lender and such Lender’s
Note.  The records of each Lender shall be prima facie evidence of
such Lender’s Loans and accrued interest thereon and of all payments made in
respect thereof.

     

    (e)           Each
Lender shall be entitled to earn interest at the then applicable rate of
interest, calculated in accordance with Article IV, on
outstanding Loans which it has funded to the Administrative Agent; provided that in the
case of interest accrued but unpaid at the time of a Bankruptcy Default and
interest accruing thereafter and during a Bankruptcy Default, such Lender shall
be entitled to receive only its Proportionate Share of amounts actually received
by the Administrative Agent in respect of such interest; further provided that
if any amount received by the Administrative Agent in respect of such interest
and distributed by it is thereafter recovered from the Administrative Agent,
such Lender shall, upon request, repay to the Administrative Agent its
Proportionate Share of the amount so recovered to the extent received by it, but
without interest (unless the Administrative Agent is required to pay interest on
the amount recovered, in which case such Lender shall be required to pay
interest at a like rate).

     

    (f)           Notwithstanding
the obligation of the Funds Administrator to send written confirmation of a
Notice of Borrowing made by telephone or electronic e-mail transmission if and
when requested by the Administrative Agent, in the event that the Administrative
Agent agrees to accept a Notice of Borrowing made by telephone or electronic
e-mail transmission, such Notice of Borrowing shall be binding on the Funds
Administrator and each Borrower whether or not written confirmation is sent by
the Funds Administrator or requested by the

     


    
      
         


      

      
        - 49
-

        
          

        

      

      
         


      

    


    Administrative
Agent.  The Administrative Agent may act prior to the receipt of any
requested written confirmation, without any liability whatsoever, based upon
telephonic or electronic e-mail notice believed by the Administrative Agent in
good faith to be from the Funds Administrator or its agents.  The
Administrative Agent’s records of the terms of any telephonic or electronic
e-mail transmission Notices of Borrowing shall be conclusive on the Funds
Administrator, each Borrower and the Lenders in the absence of gross negligence,
bad faith or willful misconduct on the part of the Administrative Agent in
connection therewith.

     

    2.3           Settlements
Among the Administrative Agent and the Lenders.

     

    (a)           Except
as provided in Section 2.3(b),
the Administrative Agent shall give to each Lender prompt notice of each Notice
of Borrowing by telecopy or facsimile transmission.  No later than
3:00 p.m. (New York City time) (i) with respect to Base Rate
Loans, on the date of receipt of each Notice of Borrowing requesting a Base Rate
Loan (unless such Notice of Borrowing specifies the Closing Date as the date of
Borrowing, in which case no later than 12:00 p.m. (New York City time) on
the Closing Date) and (ii) with respect to
Eurocurrency Loans, on the date for which a Eurocurrency Loan has been
requested, each Lender will make available for the account of its Applicable
Lending Office, to the Administrative Agent at the address of the Administrative
Agent set forth on Annex I, in
immediately available funds, its Proportionate Share of such Borrowing requested
to be made.  Unless the Administrative Agent shall have been notified
by any Lender prior to the date of Borrowing that such Lender does not intend to
make available to the Administrative Agent its portion of the Borrowing to be
made on such date, the Administrative Agent may assume that such Lender will
make such amount available to the Administrative Agent on the Settlement Date
and the Administrative Agent, in reliance upon such assumption, may but shall
not be obligated to make available the amount of the Borrowing to be provided by
such Lender.  If and to the extent such Lender shall not have so made
available to the Administrative Agent its Proportionate Share on such date and
the Administrative Agent shall have so made available to the Borrowers a
corresponding amount on behalf of such Lender, the Administrative Agent may
recover such amount on demand from such Lender in accordance with Section 12.9.  If
such Lender does not pay such corresponding amount promptly upon the
Administrative Agent’s demand therefor, the Administrative Agent may promptly
notify the Funds Administrator and the Borrowers shall immediately repay such
corresponding amount to the Administrative Agent together with accrued interest
thereon at the applicable rate or rates provided in Sections 4.1,
4.2,
and 4.6.

     

    (b)           Unless
the Majority Lenders have instructed the Administrative Agent to the contrary,
the Administrative Agent on behalf of the Lenders may but shall not be obligated
to make Base Rate Loans under Section 2.2 without prior notice of
the proposed Borrowing to the Lenders, subject to the following settlement
arrangements:

     

    (i)           The
amount of each Lender’s Proportionate Share of Loans shall be computed weekly
(or more frequently in the Administrative Agent’s discretion) and shall be
adjusted upward or downward on the basis of the amount of outstanding Loans as
of 5:00 P.M. (New York City time) on the last Business Day of the period
specified by the Administrative Agent (such date, the “Settlement
Date”).  The Administrative Agent shall deliver to each of the
Lenders promptly after the Settlement Date a summary statement of the amount of
outstanding Loans for such period.  The Lenders shall transfer to the
Administrative Agent, or, subject to

     


    
      
         


      

      
        - 50
-

        
          

        

      

      
         


      

    


    Section 12.9(c)(i),
the Administrative Agent shall transfer to the Lenders, such amounts as are
necessary so that (after giving effect to all such transfers) the amount of
Loans made by each Lender shall be equal to such Lender’s Proportionate Share of
the aggregate amount of Loans outstanding as of such Settlement
Date.  During a Bankruptcy Default, amounts required to be transferred
by the Lenders to the Administrative Agent shall, instead of constituting Loans
to the Borrowers, be in the form of participations purchased by the Lenders in
the outstanding Loans of DB, acting as Administrative Agent.  If the
summary statement is received by the Lenders prior to 12:00 p.m. (New York
City time) on any Business Day, each Lender shall make the transfers described
above in immediately available funds no later than 3:00 p.m. (New York City
time) on the day such summary statement was received; and if such summary
statement is received by the Lenders after 12:00 p.m. (New York City time)
on such day, each Lender shall make such transfers no later than 3:00 p.m.
(New York City time) on the next succeeding Business Day.  The
obligation of each of the Lenders to transfer such funds shall be irrevocable
and unconditional and without recourse to or warranty by the Administrative
Agent.  Each of the Administrative Agent and the Lenders agrees to
mark its books and records on the Settlement Date to show at all times the
dollar amount of its Proportionate Share of the outstanding Loans.

     

    (ii)           To
the extent that the settlement described above shall not yet have occurred, upon
repayment of Loans by the Borrowers, the Administrative Agent may first apply
such amounts repaid directly to the amounts made available by the Administrative
Agent pursuant to this Section 2.3(b).

     

    (iii)           Because
the Administrative Agent on behalf of the Lenders may be advancing and/or may be
repaid Loans prior to the time when the Lenders will actually advance and/or be
repaid Loans, interest with respect to Loans shall be allocated by the
Administrative Agent to each Lender and the Administrative Agent in accordance
with the amount of Loans actually advanced by and repaid to each Lender and the
Administrative Agent and shall accrue from and including the date such Loans are
so advanced to but excluding the date such Loans are either repaid by the
Borrowers in accordance with Section 2.4 or
actually settled by the applicable Lender as described in this Section 2.3(b).

     

    2.4           Mandatory
Payment; Mandatory Reduction of Commitments.

     

    (a)           Except
during an Interim Advance Period, the amount by which the Total Exposure in
respect of the Borrowers would exceed the Borrowing Base at any time, shall be
immediately due and payable upon any Borrower becoming aware of such overadvance
without the necessity of any notice or demand.  Repayments of such
excess amounts shall be applied, first, to the
repayment of Loans, second, to the
payment of outstanding reimbursement obligations with respect to Letters of
Credit, and, third, to the
securing, with cash or Cash Equivalents as provided in Section 10.1 (but without the
requirement of any demand provided for in such paragraph), of the Letter of
Credit Obligations (in each case to the extent the same are such by virtue of
clause (a) of the definition thereof).

     

    (b)           (i)           On
the Expiration Date, the Commitment of each Lender shall automatically reduce to
zero and may not be reinstated.

     


    
      
         


      

      
        - 51
-

        
          

        

      

      
         


      

    


    (ii)           The
Borrowers may reduce or terminate the Line of Credit at any time and from time
to time in whole or in part without premium or penalty (except as provided in
Section 4.8(b))
by reducing or terminating the Commitments, any such reduction or termination to
be pro rata on the amounts at the time of the Commitments; provided that each
such reduction must be in an amount not less than $5,000,000 (and in increments
of $1,000,000; and provided further that
(A) if the Borrowers seek to reduce the Line of Credit to an amount less
than $50,000,000, then the Line of Credit shall at the option of the
Administrative Agent be reduced to zero and this Agreement shall be terminated
and (B) once reduced the amount of any such reductions in the Line of
Credit may not be reinstated.

     

    (iii)           The
amount by which Total Exposure exceeds the aggregate amount of the Commitments
at any time shall be immediately due and payable without the necessity of any
notice or demand.  Repayments of such excess amounts shall be applied,
first, to the
repayment of Loans, second, to the
payment of outstanding reimbursement obligations with respect Letters of Credit,
and, third, to
the securing, with cash or Cash Equivalents as provided in Section 10.1
(but without the requirement of any demand provided for in such paragraph), of
the Letter of Credit Obligations (in each case to the extent the same are such
by virtue of clause (a) of the definition thereof).

     

    (c)           Simultaneously
with any Change of Control, the Commitments shall be reduced to zero and the
Borrowers shall prepay, in full, the outstanding principal amount of any
outstanding Loans (and cash collateralize any outstanding Letter of Credit
Obligations in an amount equal to 105% of the Letter of Credit Obligations),
together with all accrued interest, fees, and other expenses incurred by
Administrative Agent, the Issuing Bank or the Lenders as a result of such
prepayment.

     

    (d)           On
the Business Day on which any Asset Disposition occurs, the Funds Administrator
shall deliver to Administrative Agent a Borrowing Base Certificate prepared on a
pro forma basis (a “Pro Forma Borrowing Base
Certificate”) giving effect to such Asset Disposition and setting forth
the value of the Eligible Inventory and Eligible Accounts Receivables previously
included in the Borrowing Base and disposed of in such Asset
Disposition.  On such Business Day, Borrowers shall prepay the Loans
in an amount equal to (i) if all of the conditions specified in Section 5.2 are met
at such time, the amount by which the Total Exposure exceeds the Borrowing Base
as reflected in such Pro Forma Borrowing Base Certificate or (ii) if any
condition specified in Section 5.2 is not
met at such time, the amount by which the Borrowing Base is reduced as a result
of such Asset Sale as reflected in such Pro Forma Borrowing Base
Certificate.

     

    2.5           Payments and
Computations.

     

    (a)           (i)           The
Borrowers shall, subject, in the case of payments in respect of Letters of
Credit, to Section 2.5(a)(ii),
make each payment under the Loan Documents and under the Notes not later than
2:00 p.m. (New York City time) on the day when due in Dollars to the
Administrative Agent at its address designated in or pursuant to Section 12.3 in immediately available
funds.  The obligations of the Borrowers to the Lenders with respect
to such payments shall be discharged by making such payments to the
Administrative Agent pursuant to this Section 2.5 or
by the Administrative Agent, in its discretion, adding such payments to
the

     


    
      
         


      

      
        - 52
-

        
          

        

      

      
         


      

    


    principal
amount of the Loans outstanding by charging such payments to the applicable
Borrower’s Account pursuant to Section 2.6.

     

    (ii)           Amounts
payable by the Borrowers in respect of any Letter of Credit should be made by
the Borrowers to the Administrative Agent until the Funds Administrator shall
have received notice from the Administrative Agent that the Administrative Agent
has received payments equal to the aggregate amount of all drawings thereunder,
plus interest
thereon from the date such drawings were disbursed at the L/C Interest
Rate.

     

    (b)           (i)           The
Borrowers shall have established and shall maintain, at one or more financial
institutions selected by such Borrower and acceptable to the Administrative
Agent, one or more lockboxes and Deposit Accounts and shall instruct all account
debtors on the Accounts of such Borrower to remit all payments to such
Borrower’s lockboxes or Deposit Accounts.  Each Borrower, the
Administrative Agent and the applicable financial institutions shall have
entered into a Control Agreement providing, among other things, that all
receipts in the lockboxes or Deposit Accounts, as applicable, shall be
transferred by the end of each day to one of the Credit Parties’ concentration
accounts.  All amounts received by any Borrower from any account
debtor, shall upon receipt be deposited on the Business Day received into a
concentration account.

     

    (ii)           Each
Borrower, the Administrative Agent and each of the financial institutions at
which the Credit Parties’ Deposit Accounts that are concentration accounts are
maintained selected by such Borrower and acceptable to the Administrative Agent
(each a “Concentration
Account Bank”) shall enter into a Control Agreement, providing, among
other things that (A) Borrowers will maintain a Deposit Account at each
Concentration Account Bank, and (B) at the option of Borrowers either (i) upon
notice to such Concentration Account Bank from the Administrative Agent (which
notice shall not be given by the Administrative Agent except upon the occurrence
and during the continuance of an Event of Default or a Liquidity Event (and it
being agreed that prior to the giving of such  notice, Borrowers may
direct the utilization of funds in such Deposit Account)), or (ii) at all times,
all available cash balances and cash receipts, including the then contents or
then entire ledger balance of each Deposit Account that is a concentration
account shall be transferred each Business Day by ACH or wire transfer to the DB
Loan Account.

     

    (c)           Upon
the terms and subject to the conditions set forth in the applicable Control
Agreement, all available amounts held in each Deposit Account that is a
concentration account shall, to the extent required by the Control Agreement, be
wired each Business Day into an account (the “DB Loan Account”)
maintained by the Administrative Agent at DB and applied in accordance with
Section
2.5(d).

     

    (d)           (i)           All
amounts received by the Administrative Agent for distribution hereunder shall,
subject to Section 2.2(b)(iii),
be distributed in the following order and, if to Lenders, according to each
Lender’s Proportionate Share with respect to each category set forth
below:

     

    first,
to the payment of any Fees, Expenses or other Obligations due and payable to the
Administrative Agent under any of the Loan Documents,

     


    
      
         


      

      
        - 53
-

        
          

        

      

      
         


      

    


    including
amounts advanced by the Administrative Agent on behalf of the Lenders pursuant
to Section 2.3(b);

     

    second,
to the ratable payment of any Fees and other Obligations due and payable to the
Lenders under any of the Loan Documents, other than to a Lender in its capacity
as an Issuing Bank and other than those Obligations specifically referred to in
this Section 2.5(d)(i).

     

    third,
to the ratable payment of interest due on the Loans;

     

    fourth,
to the ratable payment of principal due on the Loans;

     

    fifth,
to the ratable payment of other Liabilities not specifically referred to in this
Section 2.5(d)
due and payable to the Lenders (in their capacities as such, and not in their
capacity as an Issuing Bank) under the Loan Documents;

     

    sixth,
to the ratable payment of other Liabilities not specifically referred to in this
Section 2.5(d)
due and payable to the Issuing Banks under L/C Applications and Letters of
Credit; and

     

    seventh,
the balance, if any, to the Person lawfully entitled thereto (including the
applicable Credit Party or its successors or assigns) or as a court of competent
jurisdiction may direct.

     

    (ii)           Each
Person receiving a payment from the Administrative Agent pursuant to Section 2.5(d)(i)
shall, for all purposes of this Agreement and the other Loan Documents, be
deemed to have applied that payment in the order specified in Section 2.5(d)(i).

     

    2.6           Maintenance
of Account.  The Administrative Agent shall maintain a separate
account on its books and records in the name of the Funds Administrator (the
“Borrowers’
Accounts”) in which each Borrower will be charged or credited with
(a) the proceeds, if any, of each Loan received by or for the account of
such Borrower, (b) payments made to the Administrative Agent on account of
the Obligations of such Borrower, whether from collection of proceeds of
Collateral or otherwise, (c) the aggregate face amount of all outstanding
Letters of Credit (or an appropriate allocation thereof, if the Letters of
Credit are issued for the direct benefit of more than one Borrower) issued for
the benefit of such Borrower, and (d) all other Fees, Expenses and other
Obligations attributable to such Borrower as determined by Administrative
Agent.  The Administrative Agent will use its best efforts to give the
Funds Administrator three (3) days advance notice of such Fees, Expenses and
other Obligations in reasonable detail, provided that the
failure to provide such notice shall not result in any liability of the
Administrative Agent or affect any of the Administrative Agent’s rights
hereunder.  In no event shall prior recourse to any Accounts or other
Collateral be a prerequisite to the Administrative Agent’s right to demand
payment of any Obligation upon its maturity.

     

    2.7           Statement
of Account.  After the end of each month, the Administrative
Agent shall send the Funds Administrator a statement accounting for the charges,
loans, advances and other transactions occurring among and between the
Administrative Agent, the Lenders, the

     


    
      
         


      

      
        - 54
-

        
          

        

      

      
         


      

    


    Funds
Administrator and the Borrowers during that month.  The monthly
statements shall, absent manifest error, be an account stated, which is final,
conclusive and binding on the Borrowers; provided that any failure to so record
any transaction or any error in so recording shall not limit or otherwise affect
any Borrower’s duty to pay the Obligations.

     

    2.8           Net
Payments.

     

    (a)           All
payments made by Borrowers hereunder or under any Loan Document shall be made
without setoff, counterclaim, or other defense.  To the extent
permitted by applicable law, all payments hereunder and under any Loan Document
(including, without limitation, any payment of principal, interest, or fees) to,
or for the benefit, of any Person shall be made by Borrowers free and clear of
and without deduction or withholding for, or account of, any tax, duty, levy,
impost, deduction, charge, withholding, or assessment now or hereinafter imposed
by any Governmental Authority.

     

    (b)           If
any Borrower makes any payment hereunder or under any Loan Document in respect
of which it is required by law to deduct or withhold any Taxes, such Borrower
shall increase the payment hereunder or under any such Loan Document such that
after the reduction for the amount of Taxes withheld (and any taxes withheld or
imposed with respect to the additional payments required under this Section 2.8(b)) the
amount paid to the Lender or Administrative Agent equals the amount that was
payable hereunder or under any such Loan Document without regard to this Section
2.8(b).  To the extent any Borrower withholds any taxes,
duties, levies, imposts, deductions, charges, withholdings, or assessments on
payments hereunder or under any Loan Document, such Borrower shall pay the full
amount deducted to the relevant Governmental Authority within the time allowed
for payment under applicable law and shall deliver to the Administrative Agent
within 30 days after it has made payment to such authority a receipt issued by
such authority (or other evidence satisfactory to the Administrative Agent)
evidencing the payment of all amounts so required to be deducted or withheld
from such payment.

     

    (c)           If
any Lender or Administrative Agent is required by law to make any payments of
any Taxes on or in relation to any amounts received or receivable hereunder or
under any other Loan Document, or any Tax is assessed against a Lender or
Administrative Agent with respect to amounts received or receivable hereunder or
under any other Loan Document, each Borrower will indemnify such person against
(i) such Tax (and any reasonable counsel fees and expenses associated with such
Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under
this Section
2.8(c).  A certificate prepared in good faith as to the amount
of such payment by Lender or Administrative Agent shall, absent manifest error,
be final, conclusive, and binding on all parties.

     

    (d)           ii)           To
the extent permitted by applicable law, each Lender that is a Non-U.S.
Participant shall deliver to the Funds Administrator and Administrative Agent on
or prior to the Initial Borrowing Date (or in the case of a Lender that is an
Assignee, on the date of such assignment to such Lender) two accurate and
complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any
successor or other applicable form prescribed by the IRS) certifying to such
Lender’s entitlement to a complete exemption from, or a reduced rate in, United
States withholding tax on interest payments to be made under this Agreement or
any

     


    
      
         


      

      
        - 55
-

        
          

        

      

      
         


      

    


    Note.  If
a Lender that is a Non-U.S. Participant is claiming a complete exemption from
withholding on interest pursuant to Section 881(c) of the Code, the Lender shall
deliver (along with two accurate and complete original signed copies of IRS Form
W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i)
(any such certificate, a “Section 2.8(d)(i)
Certificate”).  In addition, each Lender that is a Non-U.S.
Participant agrees that from time to time after the Initial Borrowing Date, (or
in the case of a Lender that is an Assignee, after the date of the assignment to
such Lender), when a lapse in time (or change in circumstances occurs) renders
the prior certificates hereunder obsolete or inaccurate in any material respect,
such Lender shall, to the extent permitted under applicable law, deliver to the
Funds Administrator and Administrative Agent two new and accurate and complete
original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any
successor or other applicable forms prescribed by the IRS), and if applicable, a
new Section 2.8(d)(i)
Certificate, to confirm or establish the entitlement to such Lender or
Administrative Agent to an exemption from, or reduction in, United States
withholding tax on interest payments to be made under this Agreement or any
Note.

     

    (e)           Each
Lender that is not a Non-U.S. Participant (other than any such Lender which is
taxed as a corporation for U.S. federal income tax purposes) shall provide two
properly completed and duly executed copies of IRS Form W-9 (or any successor or
other applicable form) to Funds Administrator and Administrative Agent
certifying to such Lender or Administrative Agent is exempt from United States
backup withholding tax.  To the extent that a form provided pursuant
to this Section
2.8(e) is rendered obsolete or inaccurate in any material respects as
result of change in circumstances with respect to the status of a Lender or
Administrative Agent, such Lender or Administrative Agent shall, to the extent
permitted by applicable law, deliver to Funds Administrator and Administrative
Agent revised forms necessary to confirm or establish the entitlement to such
Lender’s or Administrative Agent’s exemption from United States backup
withholding tax.

     

    2.9           Sharing
of Payments.  b)                                                                (i)           If
any Lender (including a Lender in its capacity as an Issuing Bank) shall obtain
any payment (whether voluntary, involuntary, and whether through the exercise of
any right of set-off by virtue of its claim in any applicable bankruptcy,
insolvency or other similar proceeding being deemed secured by a liability owed
by it to any Credit Party, including a claim deemed secured under
Section 506 of the Bankruptcy Code, or otherwise) (each a “Payment”), on account
of (A) the Loans made by it, (B) its L/C Participations or
(C) any of the other Obligations due and payable to it in excess of its
Proportionate Share of payments on account of the Loans or L/C Participations or
such other Obligations obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Loans made by them,
in their participation in Letters of Credit  or their other such
Obligations as shall be then due and payable as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; however, provided that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and each such Lender
shall repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Lender’s ratable share (according
to the proportion of (1) the amount of such Lender’s required repayment to
(2) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect to
the total amount so recovered.  Each Borrower agrees that any Lender
so purchasing a

     


    
      
         


      

      
        - 56
-

        
          

        

      

      
         


      

    


    participation
from another Lender pursuant to this Section 2.9 may,
to the fullest extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of such Borrower in the amount of such
participation.

     

    (ii)           For
purposes of this Section 2.9, the
unreimbursed drawings under Letters of Credit issued by an Issuing Bank shall be
deemed to constitute “Loans” made by such Issuing Bank, and such Issuing Bank
agrees that it shall apply all Payments received by it in its capacity as an
Issuing Bank to the payment or the collateralization of the Liabilities of the
Borrowers to it that constitute unreimbursed drawings under Letters of Credit
issued by it before applying them to any other Liabilities due it.

     

    (b)           If
an Issuing Bank is an Affiliate of a Lender, such Lender shall cause such
Affiliate to comply with the provisions of subsection (a) of Section 2.9 as
fully as though such Affiliate were a Lender subject to such
subsection.

     

    2.10           Increase
in Commitments.  c)  So long as no Event of Default
or Unmatured Event of Default has occurred and is continuing, the Funds
Administrator, on behalf of the Borrowers, shall have the right at any time, and
from time to time, to request an increase of the aggregate total Commitments by
up to $25,000,000 to an amount not to exceed $140,000,000.  Any such
requested increase shall be first made to all existing Lenders on a pro rata
basis.  To the extent that the existing Lenders decline to increase
their Commitments, or decline to increase their Commitments to the amount
requested by the Funds Administrator, the Administrative Agent may arrange for
existing Lenders (and/or other Persons to become a Lender hereunder) to issue
new or additional commitments in an amount equal to the amount of the increase
in the Total Commitments requested by the Funds Administrator and not accepted
by the existing Lenders (each such increase by either means, a “Commitment Increase”,
and each such Person issuing, or Lender increasing, its Commitment, an “Additional Commitment
Lender”); provided, however, that (i) no Lender shall be
obligated to provide a Commitment Increase as a result of any such request by
the Funds Administrator, and (ii) any Additional Commitment
Lender which is not an existing Lender shall be an Eligible Assignee and shall
be subject to the approval of the Administrative Agent, and the Funds
Administrator (each such consent not to be unreasonably
withheld).  Each Commitment Increase shall be in a minimum aggregate
amount of at least $10,000,000.

     

    (b)           No
Commitment Increase shall become effective unless and until each of the
following conditions have been satisfied:

     

    (i)           the
Borrowers, the Administrative Agent, and any Additional Commitment Lender shall
have executed and delivered a joinder to the Loan Documents in such form as the
Administrative Agent may reasonably require and the Lenders hereby authorize the
Administrative Agent to execute such joinder to the Loan Documents on behalf of
Lenders;

     

    (ii)           the
Borrowers shall have paid such fees and other compensation, if any, to the
Additional Commitment Lenders as the Borrowers and each such Additional
Commitment Lenders may agree;

     


    
      
         


      

      
        - 57
-

        
          

        

      

      
         


      

    


    (iii)           the
Borrowers shall have paid such arrangement fees to the Administrative Agent as
the Borrowers and the Administrative Agent may agree;

     

    (iv)           the
Borrowers shall have delivered to the Administrative Agent and the Lenders an
opinion or opinions, in form and substance reasonably satisfactory to the
Administrative Agent, from counsel to the Borrowers reasonably satisfactory to
the Administrative Agent (it being agreed that the counsel that delivers the
legal opinions on the Closing Date shall be satisfactory to the Administrative
Agent) and dated such date;

     

    (v)           to
the extent requested by any Additional Commitment Lender or any existing Lender
increasing its Commitment, a promissory note will be issued at the Borrowers’
expense, to each such Lender and Additional Commitment Lender, to be in
conformity with requirements of Section 2.1 (with
appropriate modification) to the extent necessary to reflect the new Commitment
of such Lender and Additional Commitment Lender; and

     

    (vi)           the
Borrowers and the Additional Commitment Lenders shall have delivered such other
instruments, documents and agreements as the Administrative Agent may reasonably
request.

     

    (c)           The
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Commitment Increase (with each date of such effectiveness being referred
to herein as a “Commitment Increase
Date”), and at such time (i) the aggregate total Commitments under, and
for all purposes of, this Agreement shall be increased by the aggregate amount
of such Commitment Increases, (ii) Annex I shall be
deemed modified, without further action, to reflect the revised Commitments of
the Lenders, and (iii) this Agreement shall be deemed amended, without further
action, to the extent necessary to reflect such increased Total
Commitments.

     

    (d)           In
connection with Commitment Increases hereunder, the Lenders and the Borrowers
agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in
coordination with the Administrative Agent, (A) prepay outstanding Loans
of certain Lenders from the proceeds of Loans from certain other Lenders
(including the Additional Commitment Lenders), or (B) take such other actions as
reasonably may be required by the Administrative Agent, in each case to the
extent necessary so that all of the Lenders effectively participate in each of
the outstanding Loans pro rata on the basis of their Proportionate Shares
(determined after giving effect to any increase in the Total Commitments
pursuant to this Section 2.10), and
(ii) the Borrowers shall
pay to the Lenders when due any costs of the type referred to in Section 4.9 in
connection with any repayment and/or Loans required pursuant to preceding clause
(i).  The Administrative Agent and the Lenders hereby agree that the
minimum borrowing, pro rata borrowing and pro rata payments requirements
contained elsewhere in this Agreement shall not apply to the transactions
effected pursuant to this Section
2.10(d).  Without limiting the obligations of the Borrowers
provided for in this Section 2.10, the
Administrative Agent and the Lenders agree that they will use their commercially
reasonable efforts to attempt to minimize the costs of the type referred to in
Section 4.9
which the Borrowers would otherwise occur in connection with the implementation
of an increase in the Total Commitments.

     

    



    
      
         


      

      
        - 58
-

        
          

        

      

      
         


      

    


    ARTICLE
III

     

    


     

    LETTERS OF
CREDIT

     

    3.1           Issuance
of Letters of Credit.  d)  The Funds Administrator
may from time to time request the Administrative Agent to direct an Issuing Bank
to issue a Letter of Credit for the account of a Borrower.  All such
Letters of Credit shall be denominated in Dollars.  No such request
shall be granted if, after such issuance:

     

    (i)           (A) Total
Exposure would exceed the lesser of (1) the Line of Credit and (2) the
Borrowing Base or (B) Letter of Credit Obligations would exceed $30,000,000
or (C) any Lender’s Exposure would exceed its Commitment;

     

    (ii)           (1)           (1) any
order, judgment or decree of any Governmental Authority or arbitrator shall
enjoin or restrain such Borrower from procuring, such Issuing Bank from issuing,
or a Lender from acquiring an L/C Participation in, such Letter of Credit, or
(2) any Requirement of Law applicable to such Borrower, such Issuing Bank
or a Lender or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over such Borrower, such
Issuing Bank or a Lender shall prohibit, or request that, any such Person
refrain from procuring, issuing or acquiring an L/C Participation in, such
Letter of Credit, as applicable, or, from performing its obligations under such
Letter of Credit or its L/C Participation thereunder, as
applicable;

     

    (B)           any
Requirement of Law applicable to such Issuing Bank or a Lender or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over such Issuing Bank or a Lender shall impose upon
such Issuing Bank or such Lender (1) any restriction or reserve or capital
requirement or (2) any cost or expense with respect to, in the case of such
Issuing Bank, such Letter of Credit and, in the case of such Lender, such L/C
Participation (for which such Issuing Bank or such Lender shall not otherwise be
compensated) not in effect as of the Closing Date, and which such Issuing Bank
or such Lender deems in good faith to be material to it;

     

    (iii)           any
Lender is a Defaulting Lender, unless the Administrative Agent and Issuing Bank
have entered into satisfactory arrangements with the Borrowers to eliminate the
Administrative Agent’s and such Issuing Bank’s risk with respect to such Lender,
including cash collateralization of such Lender’s Proportionate Share of Letter
of Credit Obligations; or

     

    (iv)           Administrative
Agent has determined that any of the conditions set forth in Section 5.2
shall not be satisfied.

     

    (b)           The
Administrative Agent may assume, as to any Borrower, any Issuing Bank and any
Lender, that none of the conditions specified in Section 3.1(a)
are applicable as to such Person, unless the Administrative Agent shall have
received a notice from such Person specifically entitled “Notice under
Section 3.1(a),” specifying the condition or conditions that are applicable
to such Person.  Any such notice shall continue in effect until the
Administrative

     


    
      
         


      

      
        - 59
-

        
          

        

      

      
         


      

    


    Agent
shall have received from the Person originally sending such notice a subsequent
notice, entitled “Revocation of Notice under Section 3.1(a),” stating that
the condition or conditions specified in such Person’s earlier notice are no
longer applicable.

     

    3.2           Procedure
for Issuance.  e)  The Funds Administrator may from
time to time request the Administrative Agent to direct the issuance of a Letter
of Credit by delivering to the Administrative Agent, with a copy to the
applicable Issuing Bank, a Letter of Credit Request in the form of Exhibit 3.2(a) to
this Agreement, not later than 1:00 p.m. (New York City time) at least three (3)
Business Days (or such shorter period as may be agreed to by the Administrative
Agent and the applicable Issuing Bank) in advance of the proposed date of
issuance. Prior to date of issuance or in conjunction with the submission of a
Letter of Credit Request, the Funds Administrator shall provide to the
Administrative Agent and the applicable Issuing Bank a precise description of
the format of the Letter of Credit or information and documents adequate to
allow for the Issuing Bank to prepare the requested Letter of Credit and shall
specify that the only drawings permitted under the Letter of Credit shall be
sight drawings.  The Issuing Bank shall not issue any Letter of Credit
until it has received authorization to do so from the Administrative
Agent.  Promptly after the issuance or amendment of any standby Letter
of Credit, the Issuing Bank shall notify the Administrative Agent and the Funds
Administrator, in writing, of such issuance or amendment and such notice shall
be accompanied by a copy of such issuance and amendment. Upon receipt of such
notice, the Administrative Agent shall promptly notify the Lenders, in writing,
of such issuance or amendment, and if so requested by a Lender the
Administrative Agent shall provide such Lender with copies of such issuance or
amendment. With regards to Commercial Letters of Credit, the Issuing Bank shall
on the first Business Day of each week, provide to the Administrative Agent by
facsimile a report detailing the daily aggregate outstanding Commercial Letters
of Credit for the previous week.

     

    (b)           The
transmittal by the Funds Administrator of each Letter of Credit Request shall be
deemed to be a representation and warranty made by each of the Borrowers, both
at the time of such transmittal and at the time of the issuance of the requested
Letter of Credit, that the Letter of Credit may be issued in accordance with and
will not violate any of the requirements of Section 3.1.

     

    3.3           Terms of
Letters of Credit.  The Administrative Agent shall not direct
the issuance of any Letter of Credit unless:

     

    (a)           if
it is a standby Letter of Credit, its term does not exceed one year from the
date of issuance (except that any such Letter of Credit may provide for annual
renewals on terms reasonably acceptable to the Administrative Agent and the
Issuing Bank);

     

    (b)           if
it is a Commercial Letter of Credit, its term does not exceed 180
days;

     

    (c)           in
the case of any Letter of Credit, it expires no later than thirty (30) Business
Days prior to the Expiration Date.

     

    3.4           Lenders’
Participation.  f)  Immediately upon issuance by any
Issuing Bank of a Letter of Credit, each Lender shall be deemed to have
irrevocably and unconditionally acquired from such Issuing Bank, without
recourse or warranty, an undivided interest and participation

     


    
      
         


      

      
        - 60
-

        
          

        

      

      
         


      

    


    (an
“L/C
Participation”), to the extent of such Lender’s Proportionate Share, in
such Issuing Bank’s rights to be paid the principal amount of, together with
interest accrued on, drawings under such Letter of Credit and in any security
therefor or Guaranty pertaining thereto.

     

    (b)           i)           Each
Issuing Bank shall, subject to Section 3.4(c),
remit to the Administrative Agent, for the account of each Lender such Lender’s
Proportionate Share of each payment of principal and interest (to the extent
such interest does not exceed the L/C Interest Rate) received by such Issuing
Bank on account of any drawing under such Letter of Credit (A) with respect
to which such Issuing Bank has delivered an L/C Notice of Drawing to the
Administrative Agent during a Bankruptcy Default and (B) that is received by such
Issuing Bank on or after the date of such L/C Notice of Drawing; provided, that in the
event that any such payment received by any Issuing Bank shall be required to be
returned by such Issuing Bank, such Lender shall return to such Issuing Bank the
portion thereof previously distributed by it to the Administrative Agent, but
without interest thereon (unless such Issuing Bank is required to pay interest
on the amount returned, in which case such Lender shall be required to pay
interest at the same rate).

     

    (ii)           (1)           Payments
required to be made by any Issuing Bank to the Administrative Agent for the
account of a Lender, together with interest thereon at the rate specified in
Section 3.4(b)(ii)(B),
shall be made to the Administrative Agent, if the amount in respect of which the
payment is to be made to the Administrative Agent is received by such Issuing
Bank on or before 1:00 p.m. (New York City time) of such Issuing Bank’s
time on a Business Day, on the day received and, if received after such time, on
or before 11:00 a.m. (New York City time) of such Issuing Bank’s time, on
the next succeeding Business Day.

     

    (B)           Interest
shall be payable by each Issuing Bank on amounts required to be paid by it to
the Administrative Agent pursuant to Section 3.4(b)(ii)(A)
from the date such payments are due until such amounts are paid in full at, for
the first three Business Days, the Federal Funds Rate, and, thereafter, the Base
Rate.

     

    (c)           Until
an Issuing Bank shall have received from a Lender, or the Administrative Agent
on behalf of such Lender, payment in full of the amount required to be paid by
such Lender to such Issuing Bank pursuant to Section 3.6(b)(ii),
such Issuing Bank may hold all amounts otherwise payable by it to the
Administrative Agent for the account of such Lender pursuant to Section 3.4(b)(i)
as collateral to secure such Lender’s obligation to make such payment to
it.

     

    3.5           Maturity
of Drawings; Interest Thereon.  g)  Drawings under
any Letter of Credit shall, notwithstanding anything to the contrary contained
therein, mature and become due and payable, and shall be repaid to the
Administrative Agent for the account of the applicable Issuing Bank by the
Borrowers in full, together with interest accrued thereon, from the date and at
the rate specified in Section 3.5(b),
on the Effective Date of the L/C Notice of Drawing in respect of such
drawing.

     

    (b)           Borrowers
shall, notwithstanding anything to the contrary contained in any Letter of
Credit, pay interest on the outstanding principal amount of each drawing under
such Letter of Credit at a rate per annum equal to the rate set forth in Section 4.2 (the
“L/C
Interest

     


    
      
         


      

      
        - 61
-

        
          

        

      

      
         


      

    


    Rate”) from the date
such drawing is disbursed by the applicable Issuing Bank to the date such
drawing is reimbursed by the Borrowers.  Interest on each such drawing
shall be payable when such drawing shall be due (whether at maturity, by reason
of acceleration or otherwise) and, prior to such time, on demand.

     

    3.6           Payment
of Amounts Drawn Under Letters of Credit; Funding of L/C
Participations.  In the event of any drawing under any Letter
of Credit, the applicable Issuing Bank may deliver an L/C Notice of Drawing to
the Administrative Agent and the Administrative Agent shall:

     

    (a)           unless
a Bankruptcy Default exists, treat each L/C Notice of Drawing on its Effective
Date as a Notice of Borrowing requesting Base Rate Loans in a principal amount
equal to the amount of such drawing plus interest on the
amount of such drawing at the L/C Interest Rate from the day such drawing was
disbursed until the date of such L/C Notice of Drawing (unless such drawing was
disbursed and repaid on the same day, in which case interest shall be payable
for such day); and each such L/C Notice of Drawing shall have the same force and
effect as a Notice of Borrowing given by the Funds Administrator for and on
behalf of the Borrowers, except that the conditions to borrowing specified in
Section 2.2 and
Section 5.2
(other than that a Bankruptcy Default shall not exist) shall not
apply;

     

    (b)           i)           (A)           during
a Bankruptcy Default, on the Effective Date of an L/C Notice of Drawing, notify
(an “L/C Participation
Funding Notice”) each Lender of the amount of such drawing, and of
interest accrued thereon at the L/C Interest Rate from the date specified in
such L/C Notice of Drawing as the date such drawing was disbursed by the
applicable Issuing Bank to the L/C Participation Funding Date and of such
Lender’s Proportionate Share of such amount (an “L/C Participation Funding
Amount”).

     

    (B)           The
Administrative Agent shall give an L/C Participation Funding Notice to each
Lender not later than 3:00 p.m. (New York City time) time on the day the
Administrative Agent receives an L/C Notice of Drawing, if such Notice of
Drawing was received by it at or before 12:00 Noon (New York City time) on
a Business Day and, if not, not later than 12:00 Noon (New York City time)
on the next succeeding Business Day.

     

    (ii)           Each
Lender shall make available to the Administrative Agent for the benefit of the
applicable Issuing Bank an amount equal to such Lender’s L/C Participation
Funding Amount in immediately available funds, not later than 1:00 p.m.
(New York City time) on the Business Day (the “L/C Participation Funding
Date”) next succeeding the date of the applicable L/C Participation
Funding Notice, together with interest on such amount from the L/C Participation
Funding Date until such amount is paid in full at, for the first three Business
Days, the Federal Funds Rate and, thereafter, the Base Rate.

     

    (iii)           In
the event that any Lender fails to make available to the Administrative Agent
such Lender’s L/C Participation Funding Amount as provided in Section 3.6(b)(ii),
the Administrative Agent may, but shall not be obligated to, fund the
amount

     


    
      
         


      

      
        - 62
-

        
          

        

      

      
         


      

    


    of such
Lender’s L/C Participation Funding Amount and recover such amount on demand from
such Lender in accordance with Section 12.9.

     

    (iv)           The
Administrative Agent shall distribute to each Lender which has paid all amounts
payable by it under this Section 3.6(b)
with respect to any Letter of Credit such Lender’s Proportionate Share of all
payments subsequently received by the Administrative Agent from or for the
account of the Borrowers in reimbursement of the principal amount of all
drawings thereunder plus interest thereon
from the date such drawings were disbursed at the L/C Interest Rate, provided
that in the event that any such payment received by the Administrative Agent for
the account of any Issuing Bank shall be required to be returned by the
Administrative Agent, such Lender shall return to the Administrative Agent the
portion thereof previously distributed by the Administrative Agent to it, but
without interest thereon (unless the Administrative Agent or such Issuing Bank
is required to pay interest on the amount returned, in which case the Lender
shall be required to pay interest at the same rate).

     

    (v)           If
a Bankruptcy Default occurs at or after the time the Administrative Agent
receives an L/C Notice of Drawing and before the Administrative Agent has given
the applicable L/C Participation Funding Notice, or, if it has given such
notice, before all of the Lenders have funded their L/C Participation Funding
Amounts, a Bankruptcy Default shall be deemed to “exist”, and the provisions of
Section 3.6(b)
shall be applicable.

     

    3.7           Nature of
Issuing Bank’s Duties.  In determining whether to pay under any
Letter of Credit, the Issuing Bank issuing such Letter of Credit shall be
responsible only to determine that the documents and certificates required to be
delivered under such Letter of Credit have been delivered and that they comply
on their face with the requirements of such Letter of Credit.  As
between the Borrowers, any Issuing Bank and each Lender, the Borrowers assume
all risks of the acts and omissions of any Issuing Bank except to the extent
such action or omission constitutes gross negligence or willful misconduct as
determined by a court of competent jurisdiction, or misuse of any Letter of
Credit by the respective beneficiaries of such Letter of Credit.  In
furtherance and not in limitation of the foregoing, neither any Issuing Bank,
the Administrative Agent nor any of the Lenders shall be responsible
(a) for the validity, accuracy, genuineness or legal effects of any
document submitted by any party in connection with the application for and
issuance of or any drawing honored under any Letter of Credit even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged, (b) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any Letter of
Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason, (c) for
failure of the beneficiary of any Letter of Credit to strictly comply with
conditions required in order to draw upon such Letter of Credit, (d) for
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex, telecopy, facsimile or otherwise,
whether or not they be in cipher, (e) for errors in interpretation of
technical terms, (f) for any loss or delay in the transmission or otherwise
of an document required in order to make a drawing under any Letter of Credit,
or of the proceeds thereof and (g) for the misapplication by the
beneficiary of any Letter of Credit of the proceeds of any drawing honored under
such Letter of Credit.  Any action taken or omitted to be taken by any
Issuing Bank under or in connection with any Letter of Credit shall not create
any liability on the part of the Administrative Agent or any Lender to any
Borrower except to the extent such action

     


    
      
         


      

      
        - 63
-

        
          

        

      

      
         


      

    


    or
omission constitutes gross negligence or willful misconduct as determined by a
court of competent jurisdiction.

     

    3.8           Obligations
Absolute.  The joint and several obligations of the Borrowers
to reimburse each Issuing Bank for drawings honored under a Letter of Credit
issued by such Issuing Bank, together with interest as herein provided, and the
obligations of the Lenders under Section 3.6
shall be unconditional and irrevocable and shall be paid strictly in accordance
with the terms of this Agreement, without any reduction or deduction whatsoever,
including any reduction or deduction for any set-off, recoupment or
counterclaim, under all circumstances including the following
circumstances:

     

    (a)           any
lack of validity or enforceability of any Letter of Credit;

     

    (b)           the
existence of any claim, set-off, defense or other right which any Borrower or
any Affiliate of any Borrower may have at any time against a beneficiary or any
transferee of any Letter of Credit (or any Persons for whom any such beneficiary
or transferee may be acting), the applicable Issuing Bank, any Lender or any
other Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction;

     

    (c)           any
draft, demand, certificate or any other documents presented under any Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect;

     

    (d)           the
surrender or impairment of any security for the performance or observance of any
of the terms of any of the Loan Documents;

     

    (e)           payment
by the applicable Issuing Bank under any Letter of Credit against presentation
of a demand, draft or certificate or other document which does not comply with
the terms of such Letter of Credit (provided that the foregoing shall not be
construed to excuse the Issuing Bank from liability to any Borrower to the
extent of any direct damages (as opposed to consequential damages) suffered by
any Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents under a Letter of Credit comply
with the terms thereof);

     

    (f)           failure
of any drawing under a Letter of Credit or any non-application or misapplication
by the beneficiary of the proceeds of any drawing; or

     

    (g)           the
fact that an Event of Default or Unmatured Event of Default shall have occurred
and be continuing;

     

    provided that no payment by a
Borrower or a Lender to any Issuing Bank shall constitute a waiver or release by
such Borrower or such Lender of any right it may have against such Issuing Bank,
including, in the case of a Borrower, a claim that such Issuing Bank acted with
willful misconduct or gross negligence as determined by a court of competent
jurisdiction in determining whether documents presented under a Letter of Credit
complied with the terms of such Letter of Credit.

     


    
      
         


      

      
        - 64
-

        
          

        

      

      
         


      

    


    3.9           Outstanding
Letter of Credit.  The letter of credit set forth under the
caption “Letter of Credit outstanding on the Closing Date” on Schedule 3.9 was
issued prior to the Closing Date pursuant to the Existing Credit Agreement and
will remain outstanding as of the Closing Date (the “Outstanding Letter of
Credit”).  The Borrowers, each Issuing Bank and each of the
Lenders hereby agree with respect to the Outstanding Letter of Credit that such
Outstanding Letter of Credit, for all purposes under this Agreement, shall from
and after the Closing Date, be deemed to be a Letter of Credit governed by the
terms and conditions of this Agreement.  Each Lender further agrees to
participate in such Outstanding Letter of Credit to the extent of its
Proportionate Share of such Outstanding Letter of Credit.

     

    ARTICLE IV

     

    


     

    INTEREST, FEES AND
EXPENSES

     

    4.1           Interest
on Eurocurrency Loans.  Subject to the provisions of Section 4.6,
each Eurocurrency Loan shall bear interest on its unpaid principal amount at a
rate per annum equal to the applicable Eurocurrency Rate plus the Applicable
Margin, as the same may be adjusted pursuant to the provisions of the definition
of Applicable Margin.  Such interest shall be payable on the last day
of each Interest Period with respect to such Eurocurrency Loan (or, in the case
of Interest Periods in excess of three months, on each three month anniversary
of the making of such Eurocurrency Loan and the last day of such Interest
Period), at the date of Conversion of such Eurocurrency Loan (or a portion
thereof) to a Base Rate Loan and at maturity of such Eurocurrency Loan, and
after maturity of such Eurocurrency Loan (whether by acceleration or otherwise),
upon demand.  The Administrative Agent upon determining the
Eurocurrency Rate for any Interest Period shall promptly notify the Funds
Administrator and the Lenders by telephone (confirmed promptly in writing) or in
writing thereof.  Each determination by the Administrative Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

     

    4.2           Interest
on Base Rate Loans.  Subject to the provisions of Section 4.6,
each Base Rate Loan shall bear interest on its unpaid principal amount at a rate
per annum equal to the Base Rate plus the Applicable
Margin, as the same may be adjusted pursuant to the provisions of the definition
of Applicable Margin.  Such interest shall be payable quarterly as of
the end of each Fiscal Quarter, at the date of conversion of such Base Rate Loan
(or a portion thereof) to a Eurocurrency Loan and at maturity of such Base Rate
Loan, and after maturity of such Base Rate Loan (whether by acceleration or
otherwise), upon demand.  In the event of any change in said Base
Rate, the rate hereunder shall change, effective as of the day the Base Rate
changes.  Each determination by the Administrative Agent of any
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

     

    4.3           Notice of
Continuation and Notice of Conversion.

     

    (a)           With
respect to any Borrowing consisting of Eurocurrency Loans, the Borrowers may (so
long as no Event of Default or Unmatured Event of Default has occurred and is
continuing, subject to the provisions of Section 4.3(c)),
elect to maintain such Borrowing or any portion thereof as consisting of
Eurocurrency Loans by selecting a new Interest Period for such Borrowing, which
new Interest Period shall commence on the last day of the
immediately

     


    
      
         


      

      
        - 65
-

        
          

        

      

      
         


      

    


    preceding
Interest Period.  Each selection of a new Interest Period (a “Continuation”) shall
be made by notice given not later than 11:00 a.m. (New York City time) on the
third Business Day prior to the date of any such Continuation relating to
Eurocurrency Loans, by the Funds Administrator to the Administrative Agent. Such
notice by the Funds Administrator of a Continuation (a “Notice of
Continuation”) shall be in substantially the form of Exhibit 4.3(a),
specifying (i) the date of such Continuation, (ii) the aggregate
amount of Loans subject to such Continuation and (iii) the duration of the
selected Interest Period, all of which shall be specified in such manner as is
necessary to comply with all limitations on Loans outstanding
hereunder.  The Borrowers may elect to continue more than one
Borrowing consisting of Eurocurrency Loans by combining such Borrowings into one
Borrowing and selecting a new Interest Period pursuant to this Section 4.3(a);
provided that
each of the Borrowings so combined shall consist of Loans having Interest
Periods ending on the same date.  If the Borrowers shall fail to
select a new Interest Period for any Borrowing consisting of Eurocurrency Loans
in accordance with this Section 4.3(a),
such Loans will automatically, on the last day of the then existing Interest
Period therefor, Convert into Base Rate Loans.

     

    (b)           The
Borrowers may on any Business Day (so long as no Event of Default or Unmatured
Event of Default has occurred and is continuing), upon notice (each such notice,
a “Notice of
Conversion”) given by the Funds Administrator to the Administrative
Agent, and subject to the provisions of Section 4.3(c),
Convert the entire amount of or a portion of all Loans of one Type comprising
the same Borrowing into Loans of another Type; provided however that
any Conversion of any Eurocurrency Loans into Loans of another Type shall be
made on, and only on, the last day of an Interest Period for such Eurocurrency
Loans and, upon Conversion of any Loans into Loans of another Type, the
Borrowers shall pay accrued interest to the date of Conversion on the principal
amount Converted.  Each such Notice of Conversion shall be given not
later than 11:00 a.m. (New York City time) on the date of any proposed
Conversion into Base Rate Loans and on the third Business Day prior to the date
of any proposed Conversion into Eurocurrency Rate Loans.  Subject to
the restrictions specified above, each Notice of Conversion shall be in
substantially the form of Exhibit 4.3(b)
hereto specifying (i) the requested date of such Conversion, (ii) the
Type of Loans to be Converted, (iii) the portion of such Type of Loan to be
Converted, (iv) the Type of Loan such Loans are to be Converted into and
(v) if such Conversion is into Eurocurrency Loans, the duration of the
Interest Period of such Loan.  Each Conversion shall be in an
aggregate amount for the Loans of all Lenders of not less than $2,000,000 or any
integral multiple of $1,000,000 in excess thereof. The Borrowers may elect to
Convert the entire amount of or a portion of all Loans of one Type comprising
more than one Borrowing into Loans of another Type by combining such Borrowings
into one Borrowing consisting of Loans of another Type; provided that if the
Borrowings so combined consist of Eurocurrency Loans, such Loans shall have
Interest Periods ending on the same date.

     

    (c)           Notwithstanding
anything contained in subsections (a)
and (b) above or elsewhere in this Agreement to the
contrary,

     

    (i)           (1)           if
the Administrative Agent is unable to determine the Eurocurrency Rate for
Eurocurrency Loans comprising any requested Borrowing, Continuation or
Conversion, the right of the Borrowers to select or maintain Eurocurrency Loans
for such Borrowing or any subsequent Borrowing shall be suspended until the
Administrative Agent shall notify the Funds Administrator and the Lenders that
the circumstances causing such suspension

     


    
      
         


      

      
        - 66
-

        
          

        

      

      
         


      

    


    no longer
exist, and each Loan comprising such Borrowing shall be a Loan of a Type that is
unaffected by such circumstances, as selected by the Borrowers pursuant to this
Agreement;

     

    (B)           if
a Lender shall, at any time, notify the Administrative Agent that, because of a
change in applicable law after the date such Lender became a Lender, it has
become unlawful for such Lender to participate in any requested Borrowing,
Continuation or Conversion of Eurocurrency Rate Loans, to continue its
Eurocurrency Rate Loans, or to comply with its obligations hereunder in respect
thereof, that Lender’s obligation to participate in any such requested
Borrowing, Continuation or Conversion shall be discharged by such Lender’s
making its participation therein in the form of a Base Rate Loan, and any of
such Lender’s Eurocurrency Loans not otherwise being converted shall be
converted into Base Rate Loans on the earlier of (1) the last day of the
applicable Interest Period and (2) the last day such Lender may lawfully
continue to maintain Eurocurrency Loans, provided that any
Base Rate Loan that, but for this clause (B), would have been a
Eurocurrency Loan shall constitute part of the Borrowing of which any such
Eurocurrency Loan was or would have been a part;

     

    (ii)           if
the Majority Lenders shall, at least one Business Day before the date of any
requested Borrowing, Continuation or Conversion, notify the Administrative Agent
that the Eurocurrency Rate for Loans comprising such Borrowing will not
adequately reflect the cost to such Lenders of making or funding their
respective Loans for such Borrowing, the right of the Borrowers to select
Eurocurrency Loans for such Borrowing shall be suspended until the
Administrative Agent shall notify the Funds Administrator and the Lenders that
the circumstances causing such suspension no longer exist, and each Loan
comprising such Borrowing shall be a Loan of a Type that is unaffected by such
circumstances, as selected by the Borrowers pursuant to this Agreement;
and

     

    (iii)           there
shall not be, at any one time, more than six Interest Periods in effect with
respect to Eurocurrency Rate Loans.

     

    (d)           Each
Notice of Continuation and Notice of Conversion shall be irrevocable (subject to
Section 4.3(c))
by and binding on the Borrowers.

     

    4.4           Computation
of Interest and Fees.  Interest on all Loans and fees payable
hereunder shall be computed on the basis of the actual number of days elapsed
over a year of 360 days; provided that interest on all Base Rate Loans shall be
computed on the basis of the actual number of days elapsed over a year of 365 or
366 days, as the case may be.  Each determination of an interest rate
by Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on Company and its Subsidiaries and the Lenders in the
absence of manifest error.  Administrative Agent shall, at any time
and from time to time upon request of Company, deliver to Company a statement
showing the quotations used by Administrative Agent in determining any interest
rate applicable to Loans pursuant to this Agreement

     

    4.5           Interest
Periods.  At the time it
gives any Notice of Borrowing or a Notice of Conversion or Notice of Continuation with
respect to Eurocurrency Loans, Borrowers
shall elect, by giving Administrative Agent written notice, the interest period (each an “Interest
Period”) which Interest Period shall, at the option
of the Borrowers, be one, two, three, six or if available

     


    
      
         


      

      
        - 67
-

        
          

        

      

      
         


      

    


    to each
of the applicable Lenders (as determined by each such applicable
Lender in its sole discretion) any other period acceptable
to the Administrative Agent; provided
that:

     

    (a)           all
Eurocurrency Loans comprising a Borrowing shall at all times have the same Interest Period;

     

    (b)           the
initial Interest Period for any Eurocurrency Loan shall commence on the date of such Borrowing of such Eurocurrency Loan (including
the date of any conversion thereto from a Loan of a
different Type) and each Interest Period
occurring thereafter in respect of such Eurocurrency Loan
shall commence on the last day of the immediately preceding Interest Period;

     

    (c)           if
any Interest Period relating to a Eurocurrency Loan begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end
on the last Business Day of such calendar
month;

     

    (d)           if
any Interest Period would otherwise expire on a day which is
not a Business Day, such Interest Period
shall expire on the next succeeding Business Day; provided, however, that if any
Interest Period for a Eurocurrency Loan
would otherwise expire on a day which is not a Business Day
but is a day of the month after which no further Business
Day occurs in such month, such Interest Period shall expire
on the next preceding Business Day;

     

    (e)           no
Interest Period may be selected at any
time when an Unmatured Event of Default or Event of Default is then in existence; and

     

    (f)           no
Interest Period shall extend beyond the Expiration Date for any Loan.

     

    4.6           Interest
After Event of Default.  Notwithstanding the rates of interest
specified herein, (i) effective after the occurrence and continuance of any
Event of Default (other than the failure to pay Obligations when due) and notice
from Administrative Agent or the Majority Lenders and for so long thereafter as
any such Event of Default shall be continuing or not waived, and (ii) effective
immediately upon any failure to pay any Obligations or any other amounts due
under any of the Loan Documents when due, whether by acceleration or otherwise,
the principal balance of each Loan then outstanding and, to the extent permitted
by applicable law, any interest payment on each Loan not paid when due or other
amounts then due and payable shall bear interest payable on demand, after as
well as before judgment at a rate per annum equal to the rate at which the Loans
are bearing interest pursuant to Section 4.2
above, plus two
percent (2.0%). In the event of any change in said applicable interest rate, the
rate hereunder shall change, effective as of the day the applicable interest
rate changes, so as to remain two percent (2.0%) per annum above the then
applicable interest rate.

     

    4.7           Unused
Line Fees.  The Borrowers shall pay to the Administrative
Agent, for the ratable benefit of the Lenders, a non-refundable fee (the “Unused Line Fee”) equal to three-eighths of
one percent (0.375%) per annum of the unused portion of the Line of Credit (with
any outstanding Letter of Credit Obligations constituting usage of the Line of
Credit).  The Unused Line Fee shall accrue daily from the Closing Date
until the Expiration Date, and shall be due and

     


    
      
         


      

      
        - 68
-

        
          

        

      

      
         


      

    


    payable
quarterly in arrears, on the first Business Day of each Fiscal Quarter,
beginning on October 1, 2006, and on the Expiration Date.

     

    4.8           Letter of
Credit Fees.  (a)  The
Administrative Agent shall be entitled to charge to the account of the Funds
Administrator on each Quarterly Payment Date, a fee for the ratable benefit of
the Lenders for distribution to each Lender, in an amount equal to the
Applicable Margin for Eurocurrency Loans on the daily undrawn amounts
outstanding during the immediately preceding Fiscal Quarter; provided that from
the date an Event of Default occurs, and at all times thereafter until the
earlier of the date upon which (A) all Obligations have been paid and satisfied
in full and (B) such Event of Default shall not be continuing, such fee shall be
equal to two (2%) percent per annum above the Applicable Margin, otherwise
applicable hereunder and shall be payable on demand (such fees, the “Letter of Credit
Fees”); and

     

    (b)  The
Administrative Agent shall be entitled to charge to the account of the Funds
Administrator on each Quarterly Payment Date, a fee for the benefit of DB, as
Issuing Bank equal to the greater of (x) $500 per annum and (y) 0.125% per annum
with respect to all Letters of Credit on the daily undrawn amounts outstanding
during the immediately preceding Fiscal Quarter (the “Fronting Fee”). In
addition to the Fronting Fee, the Administrative Agent shall be entitled to
charge the account of the Funds Administrator, as and when incurred, the
customary charges, fees, costs and expenses of DB, as Issuing Bank for the
issuance, transfer, amendment or payment of any Letter of Credit (the “Issuing Bank
Fees”).  The Funds Administrator shall pay Fronting Fees and
Issuing Bank Fees directly to any Issuing Bank other than DB.  Each
determination of the Fronting Fee and Issuing Bank Fees shall be made by the
Issuing Bank and shall be conclusive and binding for purposes of Administrative
Agent’s right to collect and distribute such fees, absent manifest
error.

     

    4.9           Intentionally
Omitted.

     

    4.10           Authorization
to Charge Borrowers’ Accounts.  Each Borrower hereby authorizes
the Administrative Agent to charge the account of any Borrower maintained with
the Administrative Agent with the amount of all Fees, Expenses and other
payments to be paid hereunder, under the Fee Letter and under the other Loan
Documents as and when such payments become due and agrees that it shall pay
interest thereon from the date such amount is to be charged to such Borrower’s
Account to the date the same is paid (whether by the making of a Loan or
otherwise) at the then applicable rate for Base Rate Loans.  Each
Borrower confirms that any charges which the Administrative Agent may so make to
such Borrower’s Account as herein provided will be made as an accommodation to
the Borrowers and solely at the Administrative Agent’s
discretion.  The Administrative Agent will use its best efforts to
give the Funds Administrator five (5) Business Days advance notice of such Fees,
Expenses and other payments in reasonable detail, provided that the
failure to provide such notice shall not result in any liability of the
Administrative Agent.

     

    4.11           Compensation
for
Funding
Losses.  The Borrowers shall compensate each Lender,
upon its written request (which request shall set forth the
basis for requesting such amounts), for all losses, expenses and liabilities
(including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its
Eurocurrency Loans to the extent not
recovered by the Lender in connection with the liquidation
or re-employment of such

     


    
      
         


      

      
        - 69
-

        
          

        

      

      
         


      

    


    funds
(but not failure to receive the Applicable Margin with respect to Eurocurrency
Loans) and including the compensation payable by such Lender to
a Participant) and any loss sustained by such Lender in connection with the liquidation or re-employment of such
funds (including, without limitation, a return on such liquidation or
re-employment that would result in such Lender receiving
less than it would have received had such Eurocurrency Loan
remained outstanding until the last day of the Interest Period applicable to such Eurocurrency
Loans) which such Lender may sustain as a result of:

     

    (a)           for
any reason (other than a default by such Lender or Administrative Agent) a continuation
or Borrowing of, or conversion from or into, Eurocurrency Loans does not occur on a date
specified therefor in a Notice of Borrowing or Notice of Conversion or Notice of Continuation (whether or not
withdrawn);

     

    (b)           any
payment, prepayment or conversion or continuation of any of its Eurocurrency Loans occurring for any reason
whatsoever on a date which is earlier than the last day of an Interest Period applicable thereto;

     

    (c)           any
repayment of any of its Eurocurrency Loans not being made on the date specified in a notice of payment
given by any Borrower; or 

     

    (d)           any
other failure by any Borrower to repay its Eurocurrency Loans when required by the terms
of this Agreement or (ii) an election
made by Company pursuant to Section 4.13.  A
written notice as to additional amounts owed such Lender under this Section 4.11 and delivered to
Funds Administrator and Administrative Agent by such Lender shall, absent manifest error, be final,
conclusive and binding for all purposes.  Calculation of all amounts
payable to a Lender under this Section
4.11 shall be made as
though that Lender had actually funded its
relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such
Eurocurrency deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of
America; provided, however, that each
Lender may fund each of
its Eurocurrency Loans in any manner it
sees fit and the foregoing assumption shall be utilized only for the calculation
of amounts payable under this Section 4.11.

     

    4.12           Increased Costs, Illegality,
Etc.

     

    (a)           Generally.  In the event that
any Lender shall have determined (which determination shall,
absent manifest error, be final and conclusive and binding
upon all parties hereto but, with respect to clause (i)
below, may be made only by Administrative Agent):

     

    (i)           on
any Interest Rate Determination Date that, by reason of any
changes arising after the date of this Agreement affecting
the interbank Eurocurrency market, adequate and fair means
do not exist for ascertaining the applicable interest rate on the basis provided
for in the definition of Eurocurrency Rate;
or

     

    (ii)           at
any time, that any Lender shall incur increased costs or
reduction in the amounts received or receivable hereunder with respect to any
Eurocurrency

     


    
      
         


      

      
        - 70
-

        
          

        

      

      
         


      

    


    Loan
because of (x) any Change in Law since the
date of this Agreement such as, for example, but not limited
to: (A) the imposition of any tax of any kind with respect
to this Agreement or any Eurocurrency
Loan or a change in the basis of taxation of payments to any Lender of the principal of or interest on the
Notes or any other amounts payable hereunder
(except for changes to the extent relating to Excluded
Taxes) or (B) a change in official reserve, special deposit,
compulsory loan, insurance charge or similar requirements by any Governmental Authority (but, in all events,
excluding reserves required under Regulation D to the extent
included in the computation of the Eurocurrency Rate) and/or
(y) other circumstances since the date of this
Agreement affecting such Lender or the
interbank Eurocurrency market or the position of such Lender in such market (excluding, however, differences in a Lender’s cost of funds from those of Administrative Agent which are solely the result of credit
differences between such Lender and Administrative Agent); or

     

    (iii)           at
any time, that the making or continuance of any Eurocurrency
Loan has been made (x) unlawful by any law, directive or
governmental rule, regulation or order, (y) impossible by
compliance by any Lender in good faith with any governmental
request (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the
interbank Eurocurrency market;

     

    then, (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be available until such time as Administrative Agent notifies Funds
Representative and the Lenders that the circumstances giving
rise to such notice by Administrative Agent no longer exist,
and any Notice of Borrowing or Notice of Conversion or Notice Continuation given
by any Borrower with respect to Eurocurrency Loans (other than with respect to
conversions to Base Rate Loans) which
have not yet been incurred (including by way of conversion) shall be deemed
rescinded by such Borrower, (y) in the case of clause (ii) above, such Borrower shall pay to such
Lender, within ten days of written
demand therefor, such additional amounts (in the form of an increased rate of,
or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required
to compensate such Lender for such increased costs or
reductions in amounts received or receivable hereunder and (z) in the case of clause (iii) above, such Borrower shall take one of the actions specified in Section
4.12(b) as promptly
as possible and, in any event, within the time period required by
law.

    


    (b)           Eurocurrency
Loans.  At any time that
any Eurocurrency Loan is affected by the circumstances
described in Section 4.12(a)(ii) or (iii), Borrowers may (and, in the case of a Eurocurrency Loan affected by the circumstances described in Section
4.12(a)(iii), shall) either
(i) if the affected Eurocurrency Loan is
then being made initially or pursuant to a conversion, by giving Administrative Agent telephonic notice (confirmed in writing) on the same date that Funds
Administrator was notified by the affected Lender or Administrative Agent pursuant to
Section 4.12(a)(ii) or (iii), cancel the
respective Borrowing, or (ii) if the
affected Eurocurrency Loan is then outstanding, upon at least three Business Days’
written notice to Administrative Agent,
require the affected Lender to convert such Eurocurrency Loan into a Base Rate Loan, provided, that if
more than one Lender is affected at any time, then all
affected Lenders must be treated the same pursuant to this
Section 4.12(b).


    
      
         


      

      
        - 71
-

        
          

        

      

      
         


      

    


    (c)           Capital
Requirements.  If any Lender determines that any Change in Law
concerning capital adequacy by any Governmental Authority, will have the effect of increasing the
amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s
Commitments hereunder or its obligations hereunder, then
Borrowers shall pay to such Lender,
within ten days of its written demand therefor, such
additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such
Lender or such other corporation or the reduction in the
rate of return to such Lender or such other corporation as a
result of such increase of capital.  

    (d)           Certificates
for Reimbursement. Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section 4.12, will give
prompt written notice thereof to Funds
Administrator and Administrative Agent (which notice Administrative Agent will promptly transmit to each of the other
Lenders), which notice shall show the basis for calculation
of such additional amounts, although the failure to give any such notice (unless
the respective Lender has intentionally withheld or delayed
such notice, in which case the respective Lender shall not
be entitled to receive additional amounts pursuant to this Section 4.12 for
periods occurring prior to the 270th day
before the giving of such notice) shall not release or diminish any of
Borrowers’ obligations to pay additional amounts pursuant to this Section 4.12. In
determining such additional amounts, each Lender will act
reasonably and in good faith and will use averaging and attribution methods
which are reasonable and which will, to the extent the increased costs or
reduction in the rate of return relates to such Lender’s
commitments, loans or obligations in general and are not specifically
attributable to the Commitments, Loans
and obligations hereunder, cover all commitments, loans and obligations similar
to the Commitments, Loans and
obligations of such Lender hereunder whether or not the loan
documentation for such other commitments, loans or obligations permits the
Lender to make the determination specified in this Section 4.12.  Such
determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

     

    4.13           Mitigation
Obligations;
Replacement of Affected Lenders.

     

    (a)           Change of
Lending Office.  Each Lender which is or will be owed compensation pursuant to Section
2.8(b) or (c) or Section
4.12(a) or (c) will, if
requested by Borrowers, use reasonable efforts (subject to overall policy
considerations of such Lender) to cause a different branch
or Affiliate to make or continue a Loan
or Letter of Credit or to assign its rights and obligations
hereunder to another of its branches or Affiliates if in the
judgment of such Lender such designation or assignment will
avoid the need for, or materially reduce the amount of, such compensation to
such Lender and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.  Company hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in
connection with such designation or assignment.  Nothing in this
Section 4.13(a) shall affect
or postpone any of the obligations of Borrowers or the right
of any Lender provided for herein.


     

    (b)           Replacement
of Lenders.  If (x) any Lender is owed increased costs under
Section 2.8(b)
or (c) or
Section 4.12(a)(ii) or (iii) or Section
4.12(c) materially in
excess of those to the other Lenders or (y) as provided in the last sentence of Section 12.1(a) or in
Section 12.1(b) any Lender refuses to consent to certain proposed amendments, changes,
supplements,

     


    
      
         


      

      
        - 72
-

        
          

        

      

      
         


      

    


    waivers,
discharges or terminations with respect to this Agreement, Company shall have the right to replace such Lender (the “Replaced Lender”)
with one or more other Eligible Assignee
or Eligible Assignees (collectively, the “Replacement Lender”)
acceptable to Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section
4.13(b),
the Replacement Lender
shall enter into one or more assignment agreements, in form and substance
satisfactory to Administrative Agent,
pursuant to which the Replacement Lender shall acquire all outstanding Loans of the Replaced Lender
(or, at the option of Borrowers if the respective Lender’s consent is required with respect to less
than all Loans, to replace only the
respective Loans of the respective
non-consenting Lender which gave rise to the
need to obtain such Lender’s individual
consent), (ii) Borrowers shall have paid
to Administrative Agent the assignment fee
specified in Section 12.8, and (iii) all obligations of all Credit Parties
owing to the Replaced Lender (including, without limitation, such increased costs and
excluding those specifically described in clause (i) above
in respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Lender concurrently
with such replacement.  Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i), (ii) and (iii) above
and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowers, the Replacement
Lender shall become a Lender hereunder
and, unless the Replaced Lender
continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender.

     

    ARTICLE V

     

    


     

    CONDITIONS OF
CREDIT

     

    5.1           Conditions
Precedent to the Initial
Borrowing.  The initial Credit Event under this Agreement shall be subject to the
fulfillment, at or prior to the Initial Borrowing Date, of
each of the following conditions:

     

    (a)           Principal Loan
Documents.

     

    (i)           Credit
Agreement
and
Notes.  The Borrowers shall have duly executed and
delivered to Administrative Agent, with a signed counterpart
for each Lender, this Agreement
(including all schedules, exhibits, certificates, opinions and financial
statements delivered pursuant hereto), and the Borrowers
shall have duly executed and delivered to Administrative
Agent such Notes payable to the order of each applicable
Lender in the amount of their respective Commitments as shall have been requested by such Lenders all of which shall be in full force and
effect;

     

    (ii)           Subsidiary
Guaranty.  Each Material
Domestic Subsidiary shall have duly
authorized, executed and delivered a Subsidiary Guaranty in the form of Exhibit
5.1(a)(ii) (as
amended, supplemented or otherwise modified from time to
time, the “Subsidiary
Guaranty”);

     

    (iii)           Security
Agreement.  The Borrowers and each Material Domestic Subsidiary shall have duly authorized, executed and delivered a
Security Agreement in the
form

     


    
      
         


      

      
        - 73
-

        
          

        

      

      
         


      

    


    of Exhibit
5.1(a)(iii) (as
amended, supplemented or otherwise modified from time to
time, the “Security Agreement”)
and shall have delivered to Administrative Agent, for the
benefit of the Secured Creditors, all the Pledged Securities referred to therein then owned, if any, by such Credit Parties, (y) endorsed in blank in the
case of promissory notes constituting Pledged Securities referred to therein then owned, if any, by such Credit Parties, and (z) together with executed
and undated stock powers, in the case of Capital Stock constituting Pledged Securities and the other documents and
instruments required to be delivered under the Security Agreement;

     

    (iv)           Control
Agreements.  The Borrowers, the Administrative Agent and the
applicable financial institutions shall have duly authorized, executed and
delivered a Control Agreement with respect to each Deposit Account that is a
concentration account and with respect to each investment account, securities
account or the like with any Securities Intermediary (as defined in the UCC) or
such obligation shall have become an obligation under the Post-Closing
Agreement.

     

    (b)           Perfection
on Personal Property Collateral.   Administrative Agent shall have received:

     

    (i)           executed
and delivered perfection certificates (each, a “Perfection
Certificate”) in the form of Exhibit 5.1(b)(i) hereto
dated the Initial Borrowing Date from Company and each of its Domestic Subsidiary;

     

    (ii)           proper
financing statements (Form UCC-1 or such other financing statements or similar
notices as shall be required by local law) fully executed for filing under the
UCC or other appropriate filing offices of the jurisdiction
of organization of each Credit Party that is not a Foreign Subsidiary and each other jurisdiction
as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests
purported to be created by the Security Documents;

     

    (iii)           certified
copies of Requests for Information or Copies (Form UCC-11),
or equivalent reports, listing all effective financing statements or similar
notices that name any Credit Party that is not a Foreign Subsidiary (by its actual name or any
trade name, fictitious name or similar name), or any division or other operating
unit thereof, as debtor (whether filed in the jurisdiction referred to in clause
(i) or elsewhere), together with copies of such other
financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which Administrative
Agent shall have received written authorization from the
secured party to file termination statements (Form UCC-3 or such other
termination statements as shall be required by local law), such termination
statements fully executed for filing where necessary);

     

    (iv)           evidence
of the completion of, or arrangements reasonably satisfactory to Administrative Agent for, all other recordings and filings of, or
with respect to, the Security Documents with all Governmental
Authorities and all other actions as may reasonably be
necessary or, in the reasonable opinion of Administrative
Agent, desirable to perfect the security interests intended to be created by the
Security Documents;
and

     


    
      
         


      

      
        - 74
-

        
          

        

      

      
         


      

    


    (v)           evidence
that all other actions reasonably necessary, or in the reasonable opinion of
Administrative Agent, desirable to perfect the security
interests purported to be taken by the Security Documents have been taken or provided
for.

     

    (c)           Real
Property Documents.  Administrative Agent shall have received:

     

    (i)           fully
executed and notarized counterparts of deeds of trusts, mortgages and similar
documents in favor of Administrative Agent (or such other trustee as may be
required or desired under local law) for the benefit of the Secured Creditors,
in each case in form and substance satisfactory to Administrative Agent (each a “Mortgage” and
collectively, the “Mortgages”), which
Mortgages shall cover such of the real property owned by
each Credit Party in the United States
and identified on Schedule 6.11(c) as to be
encumbered by a Mortgage (each a “Mortgaged Property”
and collectively, the “Mortgaged
Properties”), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company
insuring the Lien of the Mortgages, for
recording in all places to the extent necessary, to create a valid and
enforceable second priority lien on each Mortgaged Property
subject only to Permitted Real Property Encumbrances and the
first priority liens of the Term Agent;

     

    (ii)           if
necessary in the relevant jurisdiction, completed UCC-1 financing statements as
reasonably deemed necessary or desirable by Administrative Agent with respect to
each such Mortgaged Property and the fixtures attached thereto or otherwise
located thereon;

     

    (iii)           mortgagee
title insurance policies (or binding commitments to issue such title insurance
policies) issued by the Title Company (the “Mortgage Policies”)
in amounts satisfactory to Administrative Agent (but which shall in any event be no greater than the lesser of the
Fair Market Value of the Mortgaged Property and the Revolving Commitments),
assuring Administrative Agent that, as to the Mortgaged Fee
Property, the Mortgages are valid and enforceable second
priority mortgage liens on the respective Mortgaged
Properties, free and clear of all defects, encumbrances and other Liens except Permitted Real Property
Encumbrances and the first priority liens of the Term Agent and the terms and
conditions of the Mortgage Policies.  The Mortgage
Policies shall be in form and substance satisfactory to Administrative Agent, shall include such
endorsements as may be reasonably required by Administrative Agent and available
in the respective jurisdiction(s) in which each such Mortgaged Property may be
located, and shall provide for affirmative insurance and such reinsurance
(including direct access agreements) as Administrative Agent
in its reasonable discretion may request and which is
available in the respective jurisdiction in which the Mortgaged Property is
located; provided, however, that as to
any Mortgage Policies issued with respect to Mortgaged Property located in the
State of Texas, Administrative Agent acknowledges that (i) the promulgated Form
T-2 is an acceptable form of insurance for such Mortgage Policies, (ii) no T-19
Endorsement shall be required and (iii) a survey exception may be
included;

     

    (iv)           for
each Mortgaged Fee Property, either (1) a survey, in form and substance
reasonably satisfactory to Administrative Agent, dated within
one (1) year of the Closing Date, certified by a licensed professional surveyor
in a manner reasonably satisfactory to Administrative Agent
or (2) a prior survey, in form and substance reasonably satisfactory to
Administrative Agent, certified by a licensed professional surveyor, together
with a survey

     


    
      
         


      

      
        - 75
-

        
          

        

      

      
         


      

    


    affidavit
of no change for each such prior survey and such other documents as are required
for the subject title insurance company to remove all survey exceptions to the
Mortgage Policy for each Mortgaged Property and to issue a “same-as-survey”
endorsement to same but in each case, only to the extent available in the
jurisdiction where the Mortgaged Property is located or required pursuant to the
terms of this Agreement;

     

    (v)           evidence
as to (A) whether any Mortgaged Fee Property is in an area designated by the
Federal Emergency Management Agency as having special flood or mud slide hazards
and (B) if any Mortgaged Fee Property is in an area designated by the Federal
Emergency Management Agency as having special flood or mud slide hazards, (1)
whether the community in which such Mortgaged Fee Property is located is
participating in the National Flood Insurance Program, (2) the applicable Credit
Party’s written acknowledgment of receipt of written notification from the
Administrative Agent (a) as to the fact that such Mortgaged Fee Property is in
an area designated by the Federal Emergency Management Agency as having special
flood or mud slide hazards, (b) as to whether the community in which each such
Mortgaged Fee Property is located is participating in the National Flood
Insurance Program and (3) copies of insurance policies or certificates of
insurance of the applicable Credit Party evidencing flood insurance satisfactory
to Administrative Agent and naming the Administrative Agent as sole loss payee
on behalf of the Secured Creditors; and

     

    (d)           Opinions
of Counsel.  Administrative Agent shall have received from Bracewell &
Giuliani LLP, special counsel to the Credit Parties, an
opinion addressed to Administrative Agent and each of the
Lenders and dated the Initial Borrowing
Date, which shall be in form and substance satisfactory to Administrative Agent or the Majority Lenders
and shall cover such matters incident to the transactions contemplated herein and in the other Loan Documents as Administrative Agent or
the Majority Lenders may reasonably request.

     

    (e)           Corporate Documents
and Financial
Matters.

     

    (i)           Officer’s
Certificate.  Administrative Agent shall have received, a certificate executed by
a Responsible Officer on behalf of Company, dated the date of this Agreement,
stating that the representations and warranties set forth in Article VI
hereof are true and correct as of the date of the
certificate, that no Event of Default or Unmatured Event of Default has occurred and is continuing, that the
conditions of Section 5.1 hereof have been fully satisfied (except that no opinion need be
expressed as to the Administrative Agent’s or Majority
Lenders’ satisfaction with any document, instrument or other matter) and that no
Liens (except for Permitted Liens) have
been placed against the Collateral or the Mortgaged Property since the respective dates of the searches of
financing statements filed under the Uniform Commercial Code
and delivered pursuant to this Section 5.1;

     

    (ii)           Secretary’s
Certificate.  On the Initial Borrowing Date, the Administrative
Agent shall have received from each Credit Party a
certificate, dated the Initial Borrowing Date, signed by the
secretary or any assistant secretary of such Credit Party,
as to the incumbency and signature of the officers of each such Credit Party executing any Document (in form
and substance satisfactory to Administrative Agent) and any
certificate or other document or instrument to be delivered pursuant hereto or
thereto by or on behalf of such Credit Party, together with
evidence of the incumbency of such secretary or assistant secretary, and
certifying

     


    
      
         


      

      
        - 76
-

        
          

        

      

      
         


      

    


    as true
and correct, attached copies of all Organizational Documents of such Credit Party
and the resolutions of such Credit Party referred to in such
certificate and all of the foregoing (including each Organizational Document) shall be reasonably
satisfactory to Administrative Agent or the Majority
Lenders;

     

    (iii)           Good
Standing.  A good standing certificate or certificate of status
or comparable certificate of each Credit Party from the
Secretary of State (or other governmental authority) of its state or province of
organization or such equivalent document issued by any foreign Governmental Authority if applicable in such
foreign jurisdiction;

     

    (iv)           Employee
Benefit Plans; Capital Stock Agreements;
Collective
Bargaining Agreements;
Tax
Sharing Agreements;
Debt
Agreements.  On or prior to
the Initial Borrowing Date, there shall have been delivered
to Administrative Agent or included in materials filed with
the SEC true and correct copies of:

     

    (A)           all
Plans (other than multiemployer plans as defined in Section 4001(a)(3) of
ERISA), Foreign Pension Plans, “employee welfare benefit plans” (as defined in
Section 3(1) of
ERISA) which provide benefits to retired employees (other than as required by
Section 601 et.
seq. of ERISA), nonqualified deferred compensation plans subject to Section 409A of the
Code and equity-based incentive plans;

     

    (B)           any
material agreements entered into by Company governing the
terms and relative rights of its Capital Stock, any material agreements entered
into by shareholders relating to Company with respect to
their Capital Stock and any material agreements with
Affiliates of Company with respect to the management of Company if a payment thereunder would constitute a Restricted
Payment;

     

    (C)           all
collective bargaining agreements applying or relating to any employee of any
Credit Party;

     

    (D)           all
material agreements evidencing or relating to Indebtedness
to Remain Outstanding of any Credit Party set forth on Schedule
8.2(i);

     

    (E)           any
“management letters” received from the Company’s auditors or any of its
Subsidiaries during the two year period immediately preceding the Closing Date;
and

     

    (F)           all
material tax sharing, disaffiliation tax allocation and other similar agreements
entered into by any Credit Party.

     

    (v)           Environmental;
Insurance.  On or prior to
the Initial Borrowing Date, Administrative Agent shall have received:

     

    (A)           the
Environmental Studies from Environmental Resources
Management, with respect to certain of the Mortgaged Fee Properties, the results
of which shall be in form and substance reasonably satisfactory to the Administrative Agent; and

     


    
      
         


      

      
        - 77
-

        
          

        

      

      
         


      

    


    (B)           evidence
of insurance complying with the requirements of Section 7.8 for the business
and properties of Company.

     

    (vi)           Financials.  Administrative Agent shall have received (i)
audited consolidated balance sheets of the Acquired Business at December 31, 2003, 2004 and 2005, statements of income and cash
flows of the Acquired Business for the periods ending December 31, 2003, 2004 and 2005, audited
consolidated balance sheets of Company at June 30, 2003, 2004 and 2005 and
statements of income and cash flows of Company for the periods ending June 30,
2003, 2004 and 2005, (ii) unaudited quarterly financial statements for each of the Acquired Business and Company for each fiscal quarter
since the most recent audited statements, to the extent available, and (iii) financial projections and pro forma financial statements for
Company and its Subsidiaries;

     

    (vii)           Pro Forma
Balance
Sheet.  Administrative Agent shall have received the Pro Forma Balance Sheet in form reasonably
satisfactory to Administrative Agent;

     

    (viii)                      Existing
Indebtedness and
Capital Structure.  On the Initial Borrowing Date and after giving effect
to the Transaction and the other
transactions contemplated hereby, Company shall not have any
Indebtedness or preferred Capital Stock
outstanding except for the Loans, Indebtedness under the
Term Loan Credit Facility, Indebtedness permitted pursuant to Section 8.2(m) and
the Indebtedness to Remain Outstanding.  The
aggregate principal amount of the Indebtedness to Remain
Outstanding shall not exceed $3,000,000,
shall not have been incurred in connection with or in contemplation of the
Transaction and shall be on terms and conditions satisfactory to Administrative Agent;

     

    (ix)           Sufficient
Funds; Minimum
Borrowing Availability; Solvency.  Company shall have demonstrated to the reasonable satisfaction of
Administrative Agent that (i) the
maximum principal amount of Loans that
Company may incur hereunder and pursuant
to the terms of the Term Loan Credit Facility to finance the Huntsman Acquisition and to pay fees and expenses in connection
therewith (whether paid on or after the Initial Borrowing
Date) is sufficient to effect in full the Transaction and to
pay all reasonable fees and expenses in connection therewith (whether paid on or
after the Initial Borrowing Date), (ii) after giving effect to
the Transaction and the Initial Borrowing and the initial borrowing under the
Term Loan Credit Facility, (a) Availability equals at least $70,000,000 and (b)
each Borrower and each Material Domestic Subsidiary is Solvent.

     

    (x)           Notice of
Borrowing and
Letter of
Direction; Funds Flow Memorandum.  Administrative Agent shall have received a Notice of Borrowing meeting the requirements of
Section 2.2(a)(i) and an
executed letter of direction and funds flow memorandum in form and substance
acceptable to Administrative Agent.

     

    (f)           Transaction
Documents,
Etc.

     

    (i)           Term Loan
Credit Facility.  The Term Loan
Credit Facility shall have been duly authorized, executed and delivered by the
parties thereto, shall be in full force and effect on terms and conditions
reasonably satisfactory to Administrative Agent and shall provide for
commitments of not less than $265,000,000;

     


    
      
         


      

      
        - 78
-

        
          

        

      

      
         


      

    


    (ii)           Huntsman
Acquisition Agreement.  The Huntsman Acquisition Agreement
shall have been duly authorized, executed and delivered by the parties thereto,
shall be in full force and effect and shall not have been modified without the
consent of Administrative Agent, and the Huntsman Acquisition shall have
occurred for a base purchase price not exceeding $197,500,000, as adjusted
pursuant to the terms of the Huntsman Acquisition Agreement plus any payments up
to $70,000,000 described in the Port Arthur Letter of Credit;

     

    (iii)           Consummation
of Transaction, Etc.  All conditions precedent to the
consummation of each component of the Transaction as set forth in the Huntsman
Acquisition Documents and the Term Loan Credit Facility Documents shall have
been satisfied in all material respects and not waived except with the consent,
not to be unreasonably withheld, of Administrative Agent.  Each
component of the Transaction shall have been consummated in all material
respects in accordance with the documentation therefor and all applicable laws
and Administrative Agent shall have received such evidence of the consummation
of such Transaction as Administrative Agent shall request.

     

    (iv)           Intercreditor
Agreement.  Administrative
Agent shall have received a duly executed copy of the Intercreditor Agreement in
the form of Exhibit
5.1(f)(iv).

     

    (v)           Termination
of Existing Credit Agreement  On or prior to the Initial
Borrowing Date, the total commitments under the Existing Credit Agreement shall
have been terminated, all loans thereunder shall have been repaid in full,
together with interest thereon, all letters of credit, if any, issued thereunder
shall have been terminated and all other amounts owing pursuant to the such
agreements shall have been repaid in full and the such agreements shall have
been terminated on terms and conditions satisfactory to Administrative Agent and
the Majority Lenders and be of no further force or effect and the creditors
there under shall have terminated and released all security interests and Liens
on the assets owned by Company and its Subsidiaries in a manner satisfactory to
the Administrative Agent.

     

    (vi)           Consents;
Compliance with Law.
All necessary governmental and material third party approvals and/or
consents in connection with the Transaction, the transactions contemplated by
this Agreement and otherwise referred to herein shall have been obtained and
remain in effect.  The execution of the Loan Documents, the execution
of the Huntsman Acquisition Agreement, and the consummation of the transactions
contemplated thereby (including the Transaction) shall not violate or conflict
with any law, rule or regulation or any material agreement, contract or other
obligation binding upon or affecting the property of Company or any of its
Subsidiaries or the property acquired pursuant to the Huntsman Acquisition
Agreement.  All Loans hereunder shall be in full compliance with all
applicable requirements, including, to the extent applicable, the rules and
regulations of the Board of Governors of the Federal Reserve
System.;

     

    (vii)           Litigation. No action, suit or
proceeding (including, without limitation, any inquiry or investigation) shall
be pending or threatened against Company or any of its Subsidiaries or with
respect to the Huntsman Acquisition Agreement, the Transaction, the financing
contemplated hereby or any documentation executed in connection therewith,
unless such action suit or proceeding could not reasonably be expected to result
in a Material Adverse Effect on Company and its Subsidiaries, taken as a whole,
or the Acquired Business and no

     


    
      
         


      

      
        - 79
-

        
          

        

      

      
         


      

    


    injunction
or other restraining order shall have been issued or a hearing therefor be
pending or noticed with respect to the Acquisition Agreement, the Transaction,
this Agreement or the transactions contemplated hereby or thereby.

     

    (viii)                      Borrowing
Base Certificate.  Company shall have duly authorized, executed
and delivered the Borrowing Base Certificate pursuant to Section
7.2(g).

     

    (g)           Collateral
Audits; Appraisals. The Administrative Agent
and Collateral Agent shall have received the results of the appraisals and field
examination of all Inventory and Accounts Receivable of the Borrowers and their
Subsidiaries, in each case in form, scope and substance satisfactory to the
Administrative Agent and the Collateral Agent.

     

    (h)           Other Closing
Conditions.

     

    (i)           No
Material Adverse Change.  There shall have been no (A) Material
Adverse Effect (as defined in the Huntsman Acquisition Agreement), excluding the
effects of the fire that occurred on or about April 29, 2006 and related damage
to the Huntsman Parties' light olefin unit located in Port Arthur, Texas, or (B)
event that has resulted in a Material Adverse Effect since December 31,
2005.

     

    (ii)           Fees and
Expenses.  Company shall have paid to Administrative Agent
and the Lenders, as applicable, all costs, fees and expenses
(including, without limitation, reasonable legal fees and out of pocket expenses
of Winston & Strawn LLP and the reasonable costs, fees and out of pocket
expenses referred to in Section 12.4) payable to
Administrative Agent and the Lenders to
the extent then due and all recording fees and other charges payable in
connection with the filing and recording of the Loan Documents;

     

    (iii)           Other
Matters.  All corporate and
other proceedings taken in connection with the Transaction
at or prior to the date of this Agreement, and all documents
incident thereto will be reasonably satisfactory in form and substance to Administrative Agent; Administrative Agent
shall have received such other instruments and documents as Administrative Agent shall reasonably request in connection with
the execution of this Agreement, and all such instruments
and documents shall be reasonably satisfactory in form and substance to Administrative Agent.

     

    (iv)           Post-Closing
Agreement.  Administrative
Agent shall have received an executed and delivered post-closing agreement (the
“Post-Closing
Agreement”) with respect to certain post-closing undertakings by the
Credit Parties.

     

    Each Lender hereby agrees that by its execution and delivery of its
signature page hereto and by the funding of its Loan to be
made on the Initial Borrowing Date, such Lender approves of and consents to each of the matters set forth in
Section 5.1 and Section
5.2 which must be
approved by, or which must be satisfactory to, the Administrative Agent or the Majority Lenders or
Lenders, as the case may be; provided that, in the
case of any agreement or document which must be approved by, or which must be
satisfactory to, the Majority Lenders, Administrative Agent
or Company shall have delivered a copy of such agreement or
document to such Lender on or prior to the Initial Borrowing Date if requested.

     


    
      
         


      

      
        - 80
-

        
          

        

      

      
         


      

    


    5.2           Conditions
to Each Credit Event.  On the date of each Credit Event
(including the initial Credit Event), both immediately before and immediately
after giving effect thereto and to the application of the proceeds therefrom,
the following statements shall be true (and each request for a Credit Event,
shall constitute a representation and warranty by each Borrower that on the date
of such Credit Event, immediately before and immediately after giving effect
thereto and to the application of the proceeds therefrom, such statements are
true):

     

    (a)           The
representations and warranties contained in this Agreement and in each other
Loan Document are true and correct in all material respects on and as of the
date of such Credit Event as though made on and as of such date, except to the
extent that such representations and warranties are expressly made as of a
specific date (in which event such representations and warranties shall have
been true and correct on and as of such specified date);

     

    (b)           No
event has occurred and is continuing, or would result from such Credit Event or
the application of the proceeds thereof, which would constitute an Event of
Default or Unmatured Event of Default;

     

    (c)           In
the case of the issuance of any Letter of Credit, none of the events set forth
in Section 3.1 has
occurred and is continuing or would result from the issuance of such Letter of
Credit.

     

    ARTICLE VI

     

    


     

    REPRESENTATIONS AND
WARRANTIES

     

    In order to induce the Lenders to enter into
this Agreement and to make the Loans as provided herein,
each Borrower makes the following representations,
warranties and agreements as of the Initial Borrowing Date
(both before and after giving effect to the consummation of
the Transaction), all of which shall survive the execution
and delivery of this Agreement and the Notes and the making of the Loans:

     

    6.1           Corporate
Status.  Each Credit Party and each of its
Subsidiaries (i) is a duly organized and
validly existing organization under the laws of the jurisdiction of its
organization, (ii) has the organizational power and authority to own its
property and assets and to transact the business in which it is engaged and
presently proposed to engage in and (iii) is duly qualified
and is authorized to do business and is in good standing in (y) its jurisdiction of organization and (z) in
each other jurisdiction where the ownership, leasing or operation of property or
the conduct of its business requires such qualification, except in the case of
clause (z) for such failure to be so qualified which, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.  No Borrower and no Subsidiary
of any Borrower has used any corporate or fictitious name during the five (5)
years preceding the date hereof, other than the corporate name under which it
has executed this Agreement or such other name as is disclosed in the Perfection
Certificate.

     

    6.2           Corporate
Power and Authority.  Each Credit Party has the organizational power and authority to execute
and deliver each of the Documents to which it is a party and
to perform its obligations thereunder and has taken all necessary organizational
action to authorize

     


    
      
         


      

      
        - 81
-

        
          

        

      

      
         


      

    


    the
execution, delivery and performance by it of each of such Documents.  Each Credit Party has
duly executed and delivered each of the Documents to which
it is a party, and each of such Documents constitutes its
legal, valid and binding obligation enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at
law).

     

    6.3           No
Violation.  The execution and delivery by each Credit Party of the Documents to which it is a
party (including, without limitation, the granting of Liens
pursuant to the Security
Documents), and performance of such Credit Party’s
obligations thereunder do not (i) contravene any provision
of any Requirement of Law applicable to any Credit Party, (ii) conflict with or result in
any breach of or constitute a tortuous interference with any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
Lien (except pursuant to the Security
Documents) upon any of the property or assets of any Credit
Party pursuant to the terms of any Contractual Obligation to
which any Credit Party is a party or by which it or any of
its property or assets is bound or to which it may be
subject except for such contraventions, conflicts, breaches or defaults that
could not reasonably be expected to have a Material Adverse
Effect, (iii) violate any provision of any Organizational Document of any Credit Party or
(iv) require any approval of stockholders or any approval or
consent of any Person (other than a Governmental Authority) except filings, consents or notices which
have been made, obtained, given, respectively.

     

    6.4           Governmental
Approvals.  Except for the recording of the Mortgages, filings with the U.S. Patent and
Trademark Office to record liens on intellectual property, and the filing
of the UCC financing statements which shall be recorded and
filed, respectively, on, or as soon as practicable after, the date hereof, no order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have been
obtained or made on or prior to the Initial Borrowing Date),
or exemption by, any Governmental Authority,
is required to authorize, or is required in connection with, (i) the execution and delivery of any Document
or the performance of the obligations hereunder or (ii) the
legality, validity, binding effect or enforceability of any such Document.

     

    6.5           Financial Statements;
Financial Condition; Undisclosed Liabilities Projections;
etc.

     

    (a)           Financial
Statements.

     

    (i)           (A)
The balance sheet of Company at June 30, 2004 and June 30,
2005 and March 31, 2006 and the related statements of
income, cash flows and shareholders’ equity of Company for
the Fiscal Year or other period ended on such dates, as the case may be, fairly present in all material respects the financial
condition and results of operation and cash flows of Company
and its consolidated subsidiaries as of such dates and for such periods, subject
in the case of the March 31, 2006 statements, to changes resulting from audit
and normal year end adjustments and the absence of footnotes.  Copies
of such statements have been furnished to the Lenders prior
to the date hereof and, in the case of the June 30, 2004 and 2005 statements, have been examined by
PriceWaterhouseCoopers (with respect to 2004 or Grant Thornton
LLP

     


    
      
         


      

      
        - 82
-

        
          

        

      

      
         


      

    


    (with
respect to 2005), independent certified public accountants, who delivered an
unqualified opinion in respect thereto, and (B) to Company’s knowledge, the
financial statements of the Acquired Business delivered pursuant to Section 5.1(e) fairly
present in all material respects the financial condition and results of
operation and cash flows of the Acquired Business as of such dates and for such
periods.  Copies of such statements have been furnished to the Lenders
prior to the date hereof and, in the case of the December 31, 2003, 2004 and
2005 statements, have been examined by independent certified public accountants,
who delivered an unqualified opinion in respect thereto, and

     

    (ii)           the
pro forma (after giving effect to the Transaction, the related financing
thereof and the other transactions contemplated hereby and
thereby) balance sheet of Company attached hereto as Schedule
6.5(a) (the “Pro Forma
Balance Sheet”)
presents fairly in all material respects the financial condition of Company at March 31, 2006 and presents a good faith estimate of the
pro forma financial
condition of Company and its Subsidiaries on a consolidated basis (after
giving effect to the Transaction, the related financing
thereof and the other transactions contemplated hereby and
thereby in each case, as if occurring on March 31, 2006) at the date
thereof.  The Pro Forma Balance Sheet has been prepared in accordance with GAAP consistently applied (except as may be
indicated in the notes thereto) subject to normal year-end
adjustments.

     

    (b)           Solvency.  On and as of the
Closing Date, after giving effect to the
Transaction and to all Indebtedness
(including the Loans) being incurred, (and the use of
proceeds thereof), and Liens created by Company and its Subsidiaries in connection with
the transactions contemplated hereby, the Company is
Solvent.

     

    (c)           No
Undisclosed Liabilities.  Except as fully reflected in the
financial statements and the notes related thereto delivered pursuant to Section
6.5(a) and on Schedule 8.2(i) there were as
of the Initial Borrowing Date (and after
giving effect to the Transaction and the
other transactions contemplated hereby) no liabilities or obligations with
respect to Company and its Subsidiaries
of any nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, would be
material to Company and its Subsidiaries, taken as a whole.  As of the Initial Borrowing Date (and after giving effect
to the Transaction and the other
transactions contemplated hereby), Company does not know of
any basis for the assertion against Company or any Subsidiary of any liability or obligation of any nature whatsoever
that is not fully reflected in the financial statements or the notes related
thereto delivered pursuant to Section 6.5(a) and on Schedule
8.2(i) which, either
individually or in the aggregate, could reasonably be expected to be material to
Company and its Subsidiaries taken as a
whole.

     

    (d)           Projections.  On and as of the
Initial Borrowing Date, the financial projections, attached
hereto as Schedule 6.5(d) and previously
delivered to Administrative Agent and the Lenders (the “Projections”) and
each of the projections delivered after the Effective Date
pursuant to Section 7.2(d) are at the
time made, based on good faith estimates and assumptions made by the management
of Company, and there are no statements or conclusions in
any of the Projections or such projections which, at the
time made, are based upon or include information known to Company to be misleading or which fail to take into account
material information known to Company at such time regarding the matters
reported therein.

     


    
      
         


      

      
        - 83
-

        
          

        

      

      
         


      

    


    (e)           No
Material Adverse Change.
Since June 30, 2005 there has been no Material Adverse
Effect.

     

    6.6           Litigation
and Judgments.
There are no actions, suits or proceedings pending or, to the knowledge
of Company and its Subsidiaries,
threatened (i) against any Credit Party
with respect to any Document or (ii)
that could reasonably be expected to have a Material Adverse
Effect.  No judgments, orders, writs or decrees are outstanding
against any Credit Party or any Subsidiary of any Credit Party, which
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

     

    6.7           True and
Complete Disclosure.  All factual
information (taken as a whole) heretofore or contemporaneously furnished by or
on behalf of Company or any of its Subsidiaries  in writing to any
Lender (including, without limitation, all information
contained in the Documents) (other than the Projections as to which Section 6.5(d) applies) for
purposes of or in connection with this Agreement or any
transaction contemplated herein is, and all other such
factual information (taken as a whole) hereafter furnished by or on behalf of
Company or any of its Subsidiaries
in writing to any Lender for purposes of
or in connection with this Agreement or any transaction
contemplated herein, when taken as a whole, do not contain
as of the date furnished any untrue statement of material fact or omit to state
a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they
were made, not misleading.

     

    6.8           Use of Proceeds; Margin
Regulations.

     

    (a)           Loan
Proceeds.  All proceeds of
the Loans incurred on the Initial Borrowing Date shall be used by Company
(x) to finance, in part, the Huntsman
Acquisition, (y) to pay fees and expenses in connection with
the Transaction and (z) for ongoing working capital and
general corporate purposes.

     

    (b)           Margin
Regulations.  No part of the
proceeds of any Loan will be used to purchase or carry any
margin stock (as defined in Regulation U of the Board),
directly or indirectly, or to extend credit for the purpose of purchasing or
carrying any such margin stock for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might cause any of the Loans or extensions of credit under this Agreement to be considered a “purpose credit”
within the meaning of Regulation T, U or X of the Board.

     

    6.9           Taxes.

     

    (a)           Tax
Returns
and
Payments. Each
Borrower and each of its Subsidiaries has timely filed or
caused to be filed with the appropriate taxing authority, all material returns,
statements, forms and reports for taxes (the “Returns”) required to
be filed by or with respect to the income, properties or operations of Company and/or any of its Subsidiaries.  The Returns reflect in
all material respects all liability for taxes of Company and
its Subsidiaries for the periods covered
thereby.  Each of Company and each of its Subsidiaries has paid all material taxes payable by it before they
have become delinquent other than those contested in good faith and for which
adequate reserves have been established in conformity with GAAP.  Neither 

     


    
      
         


      

      
        - 84
-

        
          

        

      

      
         


      

    


    Company
nor any of its Subsidiaries has incurred, or will incur, any
material tax liability in connection with the Transaction.   Neither Company
nor any of its Subsidiaries has participated in any
transaction (which relates to a year of the taxpayer that is still open under
the statute of limitations) which is a “reportable
transaction” within the meaning of  Treasury
Regulation section 1.6011-4(b)(2) (irrespective of the date
the transaction was entered).

     

    (b)           Tax
Examinations.  As of the date
hereof, there is no action, suit, proceeding, investigation,
audit, or claim pending or, to the knowledge of Company, threatened by any authority regarding any taxes relating
to Company or any of its Subsidiaries
(including taxes for which the Company or its Subsidiaries could be liable for as a result of joint and several
liability, successor liability, transferee liability, or otherwise) that could
reasonably be expected to result in any material liability to any Credit
Party.  All deficiencies which have been asserted against Company and its Subsidiaries (or for which
Company or its Subsidiaries could be
liable) as a result of any examinations have been fully paid or finally settled
or are being contested in good faith.  No issue
has been raised in any examination which, by application or similar principles,
reasonably can be expected to result in an assertion of a deficiency for any
other year not so examined that has not been accrued on Company’s and its Subsidiaries’ audited
financial statements for its most recently ended Fiscal Year that would be
required to be so accrued in accordance with GAAP.  Neither Company nor any of its
Subsidiaries has knowledge of any material federal income
tax liability with respect to open taxable years in excess of amounts accrued on
such Person’s financial statements for its most recently
ended Fiscal Year that would be required to be so accrued in accordance with
GAAP, nor does Company or any of its
Subsidiaries anticipate any further material tax liability
with respect to such open taxable years taken as a whole in excess of such
accrued amounts.

     

    6.10           Compliance
With ERISA;
Foreign
Pension Plans.  h) Except as, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, (i) each
Plan has been operated and administered in a manner so as
not to result in any liability to a Credit Party, any of its
Subsidiaries or any of their ERISA Affiliates for failure to comply with the
applicable provisions of applicable law, including ERISA and
the Code; (ii) no Termination Event has occurred with respect to any Plan; (iii) to the best knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; (iv) no Plan has an accumulated or waived
funding deficiency or has applied for an extension of any amortization period
within the meaning of Section 412 of the Code; (v) neither Company
nor any of its Subsidiaries nor any of
their ERISA Affiliates have incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of
ERISA or Section 4971 or
4975 of the Code; (vi) no proceedings
have been instituted to terminate any Plan within the last
fiscal year; (vii) using actuarial assumptions and
computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, neither Company nor any of
its Subsidiaries nor any of their ERISA
Affiliates would have any liability to any Multiemployer
Plan in excess of $10 million in the event of a complete withdrawal therefrom,
as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the date of any Credit Event; (viii) no Lien imposed under the Code or ERISA on the assets of Company, any of its
Subsidiaries or any of their ERISA
Affiliates exists or is likely to arise on account of any Plan; and (ix) each Credit
Party, each of its Subsidiaries or each of their ERISA Affiliates have made all
contributions to each Plan within the time required by law
or by the terms of such Plan and Company and its
Subsidiaries and ERISA Affiliates do not maintain or contribute to any “employee
welfare

     


    
      
         


      

      
        - 85
-

        
          

        

      

      
         


      

    


    benefit
plan” (as defined in Section 3(1) of ERISA)
which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA).

     

    (b)           
(i)
           Except as, in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect, each Foreign Pension Plan is in compliance and in
good standing (to the extent such concept exists in the relevant jurisdiction)
in all material respects with all laws, regulations and rules applicable
thereto, including all funding requirements, and the respective requirements of
the governing documents for such Foreign Pension Plan;
(ii) with respect to each Foreign
Pension Plan maintained or contributed to by Company or any
of its Subsidiaries, (A) that is
required by applicable law to be funded in a trust or other funding vehicle, the
aggregate of the accumulated benefit obligations under such Foreign Pension Plan does not exceed to any material extent the
current fair market value of the assets held in the trusts or similar funding
vehicles for such Foreign Pension Plan and (B) that is not required by applicable law to be funded in a trust
or other funding vehicle, reasonable reserves have been established in
accordance with prudent business practice or where required by ordinary
accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained; (iii) there
are no material actions, suits or claims (other than routine claims for
benefits) pending or, to the knowledge of Company or its
Subsidiaries, threatened against Company
or any Subsidiary with respect to any Foreign Pension Plan; (iv) all material
contributions required to have been made by Company or any of its Subsidiaries to any Foreign Pension Plan have
been made within the time required by law or by the terms of such Foreign Pension Plan; and (v) except as
disclosed on Schedule 6.10, no Foreign Pension Plan with respect to which Company or any of its
Subsidiaries could have any material liability has been
terminated or wound-up and no actions or proceedings have been taken or
instituted to terminate or wind-up such a Foreign Pension
Plan.

     

    6.11           Security
Documents.

     

    (a)           Personal
Property Collateral.  The provisions of
the Security
Agreement  are effective to create in favor of Administrative Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest
in all right, title and interest of Borrowers and the
Subsidiary Guarantors in the Collateral, and the Security Agreement, together with
the filings of the UCC initial financing statements
described therein creates a fully perfected lien on, and security interest in,
all right, title and interest of Borrowers and the Subsidiary Guarantors in all
of the Collateral described therein (to the extent
perfection can be obtained by filing of a financing statement), subject to no
other Liens other than Permitted
Liens.  The recordation in the United States
Patent and Trademark Office of assignments for security made pursuant to the
Security Agreement, together
with filings of the UCC initial financing statements made
pursuant to the Security
Agreement, will be effective, under Federal law, to perfect the security
interest granted to Administrative Agent in the trademarks
and patents covered by the Security Agreement.  The recordation in the United States
Copyright Office of assignments for security made pursuant to the Security
Agreement, together with filings of the UCC initial
financing statements made pursuant to the Security Agreement, will be effective under Federal and applicable
state law to perfect the security interest granted to Administrative Agent in any copyrights covered by the Security Agreement.

     


    
      
         


      

      
        - 86
-

        
          

        

      

      
         


      

    


    (b)           Pledged
Securities.  To the extent
represented by certificated securities (the “Certificated Pledged
Stock”) or notes (the “Pledged Notes”)
described in the Security
Documents, when stock certificates representing such Certificated Pledged Stock and the original Pledged Notes are delivered to Term Collateral
Agent, together with executed stock powers in blank or note powers in blank, as
applicable, and the UCC initial financing statements
described in the Security
Agreement are filed in the offices described in the Security Agreement and Company
receives proceeds of the Loans on the Initial Borrowing Date, the Security Agreement shall create a fully perfected Lien (to the extent such Lien can be perfected
by filing, recording, registration or possession) on, all right, title and
interest of the Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other
Person (except Customary Permitted Liens of the types
described in clauses (i), (ii), (iii) and (iv) of the definition thereof and
Liens described in clause (e) of Section
8.1).

     

    (c)           Real
Estate Collateral.  The Mortgages create, as security for the
obligations purported to be secured thereby, a valid and enforceable and, upon
proper recording in the appropriate jurisdictions, perfected Lien on all of the Mortgaged Properties
(including, without limitation, all fixtures and improvements relating to such
Mortgaged Properties and affixed or added thereto on or
after the Initial Borrowing Date) in favor of Administrative Agent (or such other trustee as may be named therein) for the benefit of the Secured Creditors, (i)
superior to and prior to the rights of all third Persons and
(ii) subject to no other Liens (in case of each of (i) and
(ii)), other than Permitted Real Property Encumbrances and,
in the case of fixtures and improvements, Permitted Liens).  Schedule
6.11(c) contains a
true and complete list of each parcel of real property owned in fee or leased by
any Credit Party on the date hereof, the
type of interest therein held by such Credit Party and
whether such real property will be encumbered by a Mortgage.  Each of the applicable Credit Parties designated on Schedule 6.11(c) has good and
indefeasible title to all its Mortgaged Properties free and
clear of all Liens except those described in the first
sentence of this Section 6.11(c).

     

    6.12           The
Transaction.  i)  The
Transaction Documents are in full force and effect, no material breach, default
or waiver of any term or provision thereof by Company or any of
its  Subsidiaries or, to the best of Company’s knowledge, the other
parties thereto, has occurred (except for such breaches, defaults and waivers,
if any, consented to in writing by Administrative Agent) and no action has been
taken by any competent authority which restrains, prevents or imposes any
material adverse condition upon, or seeks to restrain,  prevent or
impose any material adverse condition upon, any component of the
Transaction.

     

    (b)           The
representations and warranties of Company and its Subsidiaries party thereto
contained in the Transaction Documents are true and correct in all material
respects and the representations and warranties of the Huntsman Parties
contained in the Transaction Documents are, to the knowledge of Company and its
Subsidiaries, true and correct in all material respects.

     

    (c)           At
the time of consummation thereof, each component of the Transaction shall have
been consummated in all material respects in accordance with the terms of the
respective Transaction Documents and all applicable laws.

     


    
      
         


      

      
        - 87
-

        
          

        

      

      
         


      

    


    (d)           At
the time of consummation thereof, all consents and approvals of, and filings and
registrations with, and all other actions in respect of, all governmental
agencies, authorities or instrumentalities and third parties required in order
to make or consummate each component of the  Transaction shall have
been obtained, given, filed or taken and are or will be in full force and effect
(or effective judicial relief with respect thereto has been
obtained).

     

    (e)           All
applicable waiting periods with respect to the Transaction have or, prior to the
time when required, will have, expired without, in all such cases, any action
being taken by any competent authority which restrains, prevents, or imposes
material adverse conditions upon the consummation of any component of the
Transaction.

     

    (f)           At
the time of consummation thereof, no action, suit or proceeding (including,
without limitation, any inquiry or investigation) is pending or threatened
against Company or any of its Subsidiaries or with respect to the Huntsman
Acquisition Agreement, the Transaction, the financing contemplated hereby or any
documentation executed in connection therewith, unless such action, suit or
proceeding could not reasonably be expected to result in a Material Adverse
Effect on Company and its Subsidiaries, taken as a whole, or the Acquired
Business and no injunction or other restraining order is issued or a hearing
therefor pending or noticed with respect to the Huntsman Acquisition Agreement,
the Transaction, this Agreement or the transactions contemplated hereby or
thereby.

     

    (g)           All
actions taken by Company and its Subsidiaries pursuant to or in furtherance of
each component of the Transaction have been taken in compliance with the
respective Documents and all applicable laws.

     

    (h)           All
material conditions precedent to, and all material consents necessary to permit,
the Transaction pursuant to the Documents have been satisfied.

     

    6.13           Ownership
of Property.  Company and each of its Subsidiaries has good
and indefeasible title to, or a subsisting leasehold interest in, all items of
material real and personal property used in its operations, free and clear of
all Liens, except Permitted
Liens.  Substantially all items of real and material personal property
owned by, leased to or used by Company and each of its
Subsidiaries are in good operating condition and repair,
ordinary wear and tear excepted, are free and clear of any known defects except
such defects as do not substantially interfere with the continued use thereof in
the conduct of normal operations, and are able to serve the function for which
they are currently being used.  The items of real and personal
property owned by, leased to or used by Company and each of
its Subsidiaries constitute all of the assets used in the
conduct of such Person’s business as presently conducted,
and neither this Agreement  nor any other Document, nor any transaction contemplated under any such
agreement, will affect any right, title or interest of Company or any of its Subsidiaries in and to
any of such assets in a manner that would have or is reasonably likely to have a
Material Adverse Effect.  To
the actual knowledge of Company, without any inquiry or
investigation, there are no actual, threatened or alleged defaults of a material
nature with respect to any leases of real property under which Company or any of its Subsidiaries is lessee or
lessor.  Company and its Subsidiaries have granted Mortgages to secure
the Obligations on all parcels of real property owned in fee on the Initial
Borrowing Date, located in the United States and material to the operations of
the Company and its Subsidiaries.  

     


    
      
         


      

      
        - 88
-

        
          

        

      

      
         


      

    


    6.14           Capitalization
of Company.  On the Initial Borrowing Date, the capitalization of Company will be as set forth on Schedule
6.14
hereto.  All outstanding shares of Capital Stock
of Company have been duly authorized and validly issued and are fully paid and
non-assessable.  Except as set forth on Schedule 6.14, no authorized
but unissued or treasury shares of Capital Stock of Company are subject to any option, warrant, right to call or
commitment of any kind or character.  A complete and correct copy of
each of the Organizational Documents of Company in effect on
the date of this Agreement and the Initial Borrowing Date has been delivered to Administrative Agent.  Company has no outstanding stock or securities convertible
into or exchangeable for any shares of its Capital Stock, or
any rights issued to any Person
(either  preemptive or other) to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to any of its Capital Stock or any stock
or securities convertible into or exchangeable for any of
its Capital Stock (other than as set forth in the Organizational Documents of Company).  Neither Company nor any of its Subsidiaries is subject
to any obligation (contingent or otherwise) to repurchase or otherwise acquire
or retire any shares of its Capital Stock or any convertible
securities, rights or options of the type described in the
preceding sentence.

     

    6.15           Subsidiaries.

     

    (a)           Organization.  Schedule
6.15 hereto sets
forth a true, complete and correct list as of the Initial
Borrowing Date of each Subsidiary of Company after giving effect to the Transaction and indicates for each such Subsidiary (i) its jurisdiction of
organization, state identification number and federal employer identification
number or equivalent organizational number in its jurisdiction of organization
and exact legal name as it appears on the certificate of incorporation or other
state or applicable Governmental Authority
issued Organizational Document, (ii) its ownership (by holder and percentage interest) and (iii)
whether it is a Subsidiary Guarantor.

     

    (b)           Capitalization.  All of the issued
and outstanding shares of Capital Stock
of each Subsidiary of Company as of the
Initial Borrowing Date are owned, directly or indirectly, by
Company.  All shares of Capital Stock of each Subsidiary of Company have been duly authorized and validly issued, are fully
paid and non-assessable and are owned, free and clear of all Liens except for Permitted Liens.  No
authorized but unissued or treasury shares of capital stock of any Subsidiary of Company are subject to any
option, warrant, right to call or commitment of any kind or
character.  A complete and correct copy of each Organizational Document of each Domestic Subsidiary of Company and each Foreign Subsidiary of Company whose Capital Stock is required to be pledged
pursuant to any Security Document has been delivered to
Administrative Agent.

     

    (c)           Restrictions
on or Relating to Subsidiaries.  There does not
exist any encumbrance or restriction on the ability of:

     

    (i)           any
Subsidiary of Company to pay dividends or make any other distributions on its
Capital Stock or to pay any Indebtedness owed to Company or a Subsidiary of
Company;

     


    
      
         


      

      
        - 89
-

        
          

        

      

      
         


      

    


    (ii)           any
Subsidiary of Company to make loans or advances to Company or any of Borrowers’
Subsidiaries; or

     

    (iii)           Company
or any of its Subsidiaries to transfer any of its properties or assets to
Company or any of its Subsidiaries,

     

    except
for such encumbrances or restrictions permitted under Section
8.13.

     

    6.16           Compliance
With Law, Etc.  Neither Company nor any of
its Subsidiaries is in default under or in violation of any
Requirement of Law or Contractual
Obligation or under its Organizational Documents, as the case may be,
in each case the consequences of which default or violation, either individually
or in the aggregate, would have a Material Adverse
Effect.  No Requirement of Law in effect on the
date hereof could reasonably be expected to have a Material
Adverse Effect.

     

    6.17           Investment
Company Act.  Neither Company nor any of its Subsidiaries is an
“investment company” or a company “controlled” by an “investment company”, within
the meaning of the Investment Company Act of 1940, as
amended.

     

    6.18           Certain
Fees.  No broker’s or
finder’s fees or commissions or any similar fees or commissions will be payable
by Company or any of its Subsidiaries
with respect to the incurrence and maintenance of the Obligations, any other transaction contemplated by the Loan Documents or
any  services rendered in connection with such
transaction.

     

    6.19           Environmental
Matters.  j) Company and
each of its Subsidiaries have complied with, and on the date of such Credit
Event are in compliance with, all applicable Environmental Laws and
Environmental Permits except for such non-compliance as could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse
Effect.

     

    (b)           there
are no material past, pending or, to the best knowledge of Company, threatened
Environmental Claims against Company or any of its Subsidiaries or any real
property owned or at any time operated by Company or any of its Subsidiaries
except as could not reasonably be expected to result in liability to Company or
any of its Subsidiaries in excess of $10,000,000.

     

    (c)           there
are no facts, circumstances, conditions or occurrences on any real property
owned or at any time operated by Company or any of its Subsidiaries or, to the
best knowledge of Company, on any property adjoining any real property owned or
operated by Company and its Subsidiaries that could reasonably be expected (i)
to form the basis of an Environmental Claim against Company or any of its
Subsidiaries or any such real property except for Environmental Claims which
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, or (ii) to cause such real property to be subject to
any restrictions on the ownership, occupancy, use or transferability of such
real property under any Environmental Law except as could not reasonably be
expected to result in liability to Company or any of its Subsidiaries in excess
of $10,000,000.

     

    (d)           Contaminants
have not at any time been generated, used, treated or stored on, or transported
to or from, or otherwise come to be located on any real property owned or
at

     


    
      
         


      

      
        - 90
-

        
          

        

      

      
         


      

    


    any time
operated by Company or any of its Subsidiaries where such generation, use,
treatment or storage has violated or could reasonably be expected to violate or
create liability under any Environmental Law and result, individually or in the
aggregate, in a Material Adverse Effect.

     

    (e)           to
the knowledge of Company, Contaminants have not at any time been Released on or
from or otherwise come to be located on any real property owned or at any time
operated by Company or any of its Subsidiaries where such Release has violated
or could reasonably be expected to violate or create liability under any
Environmental Law and result, individually or in the aggregate, in a Material
Adverse Effect.

     

    6.20           Labor
Relations.  Neither Company nor any of its Subsidiaries is engaged
in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.  There is (i) no significant unfair labor practice complaint pending against
Company or any of its Subsidiaries or,
to the best knowledge of Company, threatened against any of
them before the National Labor Relations Board or any similar Governmental Authority in any jurisdiction, and no
significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against Company or any of its Subsidiaries or, to the
best knowledge of Company, threatened against any of them,
(ii) no significant strike, labor dispute, slowdown or
stoppage is pending against Company or any of its Subsidiaries or, to the best knowledge of Company, threatened against Company or any of
its Subsidiaries and (iii) to the best
knowledge of Company, no question concerning union
representation exists with respect to the employees of Company or any of its subsidiaries, except (with respect to any
matter specified in clause (i), (ii) or
(iii) above, either individually or in the aggregate) such
as could not reasonably be expected to have a Material
Adverse Effect.

     

    6.21           Intellectual
Property,
Licenses, Franchises and Formulas.  Each of Company and each of its Subsidiaries owns or
holds licenses or other rights to or under all the patents, patent applications,
trademarks, designs, service marks, trademark and service mark registrations and
applications therefor, trade names, copyrights, copyright registrations and
applications therefor, trade secrets, proprietary information, computer
programs, data bases, licenses, permits, franchises and formulas, or rights with
respect to the foregoing which are material to the business of Company and its Subsidiaries (collectively,
“Intellectual
Property”), and has obtained assignments of all licenses and other rights
of whatever nature, material to the present conduct of the business of Company and its Subsidiaries without any known
material conflict with the rights of others.  Neither Company nor any of its Subsidiaries has
knowledge of any existing or threatened claim by any Person contesting the validity, enforceability, use or ownership of
the Intellectual Property, or of any existing state of facts
that would support a claim that use by Company or any of its Subsidiaries of any such
Intellectual Property has infringed or otherwise violated
any proprietary rights of any other Person, in each case
except as could not reasonably be expected to have a Material Adverse
Effect.

     

    6.22           Anti-Terrorism
Laws.  (a) None of the
Credit Parties or, to the knowledge of any of the Credit Parties, any of their Affiliates is in
violation of any laws relating to terrorism or money laundering (“Anti-Terrorism
Laws”), including the regulations administered by the United States Treasury Department’s Office of Foreign Asset Control
(“OFAC”) and Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”),
and the Uniting and Strengthening America by Providing
Appropriate Tools Required to

     


    
      
         


      

      
        - 91
-

        
          

        

      

      
         


      

    


    Intercept
and Obstruct Terrorism Act of 2001, Public Law 107-56 (as
amended, the "Patriot
Act").

     

    (b)           No
Credit Party or, to the knowledge of any of the Credit Parties, any of their Affiliates or
their respective brokers or other agents acting or benefiting in any capacity in
connection with the Loans, is any of the
following:

     

    (A)           a
Person or entity that is listed in the annex to, or is
otherwise subject to the prohibitions contained in, the Executive Order or the OFAC
regulations;

     

    (B)           a
Person or entity owned or controlled by,
or acting for or on behalf of, any Person or entity that is
listed in the annex to, or is otherwise subject to the prohibitions contained
in, the Executive Order or the OFAC
regulations;

     

    (C)           a
Person or entity with which any Lender
is prohibited from dealing or otherwise engaging in any transaction by any
Anti-Terrorism Law;

     

    (D)           a
Person or entity that commits, threatens or conspires to
commit or supports “terrorism” as defined in the Executive
Order or the OFAC regulations; or

     

    (E)           a
Person or entity that is named on the most current list of
“Specially Designated Nationals and Blocked Persons” published by OFAC at its official website or any replacement website or other
replacement official publication of such list.

     

    (c)           No
Credit Party or to the knowledge of any Credit Party, any of its brokers or other agents acting in any
capacity in connection with the Loans (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any Person described in clause (b) above, (ii) deals in, or otherwise engages in any transaction relating to,
any property or interests in property blocked pursuant to the Executive Order or the OFAC regulations, or
(iii) engages in or conspires to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.

     

    6.23           Locations
of Offices, Records and Inventory.  As of the Closing Date, the
address of the principal place of business and chief executive office of each
Credit Party is set forth on Schedule
1.1(a).  As of the Closing Date, the books and records of each
Borrower and each Credit Party, and all of their respective chattel paper and
records of Accounts, are maintained exclusively at such locations.  As
of the Closing Date, there is no location at which any Credit Party has any
Collateral (except for Collateral in transit, out for repair or, with respect to
de minimus amounts of Collateral, otherwise offsite, in each case, in the
ordinary course of business) other than those locations identified on Schedule
1.1(a).  As of the Closing Date, to the extent any such
locations are not owned, Schedule 1.1(a) also
sets forth the purpose of such location (e.g., warehouse, processing plant,
sales office, etc.), the legal names of the owners and/or operators thereof; and
the address and phone numbers of such owners and/or operators.  As of
the Closing Date, none of the receipts received by any Borrower from any
warehouseman or processor states that the goods covered thereby are to be
delivered to bearer or to the order of a named person or to a named person and
such named person’s assigns.

     


    
      
         


      

      
        - 92
-

        
          

        

      

      
         


      

    


    6.24           Deposit
Accounts and Investment Accounts.  As of the Closing Date, no
Borrower and no Subsidiary of any Borrower maintains or otherwise has any (a) checking, savings or
other accounts at any bank or other financial institution, (b) investment
account, securities account, commodity account or any similar account with any
securities intermediary or commodity intermediary or (c) other account
where money is or may be deposited or maintained with any Person except as set
forth on Schedule
6.24.  As of the Closing Date, Schedule 6.24 sets
forth the name of each financial institution, securities intermediary, commodity
intermediary or other Person at which any account described above is maintained,
whether such account is a concentration account and the purpose of each such
account.

     

    6.25           Status of
Accounts.  Each Account of each Borrower included as an
Eligible Account Receivable in the most recently delivered Borrowing Base
Certificate is based on an actual and bona fide sale and delivery of goods or
rendition of services to customers, made by such Borrower in the ordinary course
of its businesses; the goods and inventory being sold by any Borrower and the
Accounts created thereby are the exclusive property of such Borrower and are not
and shall not be subject to any Lien whatsoever other than those arising under
the Security Agreements and Permitted Liens and such Borrower’s customers are
obligated to pay the full amounts stated in the invoices and included as
Eligible Accounts Receivable according to their terms, without any dispute,
offset, defense, counterclaim or contra except as arising in the ordinary course
of business consistent with past practices.

     

    ARTICLE VII

     

    


     

    AFFIRMATIVE
COVENANTS

     

    Each Borrower hereby agrees that, so long as any
Loan remains outstanding and unpaid or
any other amount is owing to any Lender or
Administrative Agent hereunder, Borrowers shall:

     

    7.1           Financial
Statements.  Furnish or cause
to be furnished to each Lender:

     

    (a)           Monthly
Financial Statements.
As soon as available, but in any event within 30 days after the end of
each fiscal month of Company other than the last such month
of any Fiscal Quarter of Company the
consolidated balance sheets of Company and its Subsidiaries
as of the end of such month, the related consolidated statements of operations,
income, cash flows, retained earnings and equity, for such month and for the
elapsed portion of the Fiscal Year ended with the last day of such month, in
each case setting forth comparative figures for the corresponding month in the
prior Fiscal Year, all of which shall be certified by a Responsible Financial
Officer of Company, subject to normal year-end audit
adjustments;

     

    (b)           Quarterly
Financial Statements.  As soon as
available, but in any event not later than 45 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year of Company, the unaudited consolidated balance sheet of Company and its Subsidiaries as at the end of
such quarter and the related unaudited consolidated statements of income,
retained earnings and of cash flows of Company and its
Subsidiaries for such quarter and the portion of the Fiscal
Year through the end of such quarter, in each case setting forth comparative
figures for

     


    
      
         


      

      
        - 93
-

        
          

        

      

      
         


      

    


    the
corresponding quarter in the prior Fiscal Year, for the period from the start of
each Fiscal Year to the end of such period;

     

    (c)           Annual
Financial Statements.  As soon as
available, but in any event within 90 days after the end of each Fiscal Year of
Company, a copy of the consolidated balance sheet of Company and its
Subsidiaries as at the end of such year and the related consolidated statements
of income, retained earnings and of cash flows for such year, setting forth in
each case in comparative form the figures for the previous year;
and

     

    (d)           Leverage
Certificate.  As soon as
available but in any event not later than forty-five (45) days after the end of
each Fiscal Year, a certificate of a Responsible Financial Officer substantially
in the form of Exhibit
7.1(d) (a “Leverage
Certificate”) which certificate shall set forth detailed computations of
Company’s Leverage Ratio for the most recently completed Test Period of
Company.

     

    All such financial statements shall be complete and correct in all
material respects and shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein
and with prior periods (except as approved by the accountants preparing such
statements or a Responsible Financial Officer, as the case may be, and disclosed therein) and, in the case of the consolidated
financial statements referred to in Section 7.1(c), accompanied by a
report thereon of independent certified public accountants of recognized
national standing, which report shall contain no qualifications with respect to
the continuance of Company and its Subsidiaries as going concerns and shall state that such financial
statements present fairly in all material respects the financial position of
Company and its Subsidiaries as at the
dates indicated and the results of their operations and cash flow for the
periods indicated in conformity with GAAP and that the
examination by such accountants in connection with such financial statements has
been made in accordance with GAAP.

     

    7.2           Certificates;
Other Information.  Furnish or cause
to be furnished to each Lender (or, if specified below):

     

    (a)           Officer’s
Certificates.
Concurrently with the delivery of the financial statements referred to in
Sections 7.1(a) and 7.1(b), a
certificate of Responsible Financial Officer
substantially in the form of Exhibit 7.2(a) (a “Compliance
Certificate”) stating that, to the best of such officer’s knowledge,
(i) such financial statements present fairly in all material
respects, in accordance with GAAP, the financial condition
and results of operations of Company and its Subsidiaries for the period referred to therein (subject, in the
case of interim statements, to normal recurring adjustments) and (ii) no Event of Default or Unmatured Event of Default has occurred, except as specified in
such certificate and, if so specified, the action which Company proposes to take with respect thereto, which certificate
shall set forth detailed computations of Company’s Consolidated Fixed Charge
Coverage Ratio and Leverage Ratio for the Test Period ending on the last day of
the period for which such Compliance Certificate is being
delivered;

     

    (b)           Accountant’s
Statement.  Concurrently with
the delivery of the financial statements referred to in Section
7.1(c), if Grant
Thornton LLP or other independent certified public accountants of nationally
recognized standing (the “Auditors”) shall have
obtained from the regular audit of the business of the Company, knowledge of the
existence of any Event of

     


    
      
         


      

      
        - 94
-

        
          

        

      

      
         


      

    


    Default
or Unmatured Event of Default, they shall disclose in a written
statement the existence of the Event of Default or Unmatured Event of Default
and the nature thereof, it being understood that such Auditors shall have no
liability, directly or indirectly, to anyone for failure to obtain knowledge of
any such Event of Default or Unmatured Event of Default (provided, no such
statement shall be required in the event the Auditors no longer provide such
opinions under applicable accounting or auditing standards);

     

    (c)           Management
Letters.  Promptly after
receipt thereof, a copy of any “management letter” received by Company or any of its Subsidiaries from its
certified public accountants;

     

    (d)           Projections.  As soon as
available and in any event within ninety (90) days following
the first day of each Fiscal Year of Company, projections in
form reasonably satisfactory to Administrative Agent
covering the five-year period beginning on the first day of such Fiscal Year
prepared in reasonable detail, with appropriate presentation and discussion of
the principal assumptions upon which such projections are based, which shall be
accompanied by the statement of the chief executive officer or Chief Financial Officer of Company to the
effect that, to the best of his or her knowledge, such projections are a
reasonable estimate for the periods respectively covered
thereby;

     

    (e)           Public
Filings; Reports.  Within three (3)
Business Days after transmission or receipt thereof, copies
of (i) all financial statements, filings, registrations and
reports which Company may make to, or file with the SEC or any
successor or analogous Governmental
Authority and (ii) all material notices and reports as
Company shall send to the Term
Agent;

     

    (f)           Tax
Matters.  Within (i) five (5) Business Days after they are
filed with the appropriate taxing authorities, if and when requested by the
Administrative Agent a copy of the state and federal income tax returns of
Holdings GP and (ii) ten (10) days after notice under Section 7.3(f), a
duly completed copy of IRS Form 8886 or any successor form;

     

    (g)           Borrowing
Base Certificate.  (i) Within ten
(10) Business Days after the last Business Day of each fiscal month, (ii) at the
Administrative Agent’s or Collateral Agent's request upon the occurrence and
during the continuation of an Event of Default, and (iii) within three (3)
Business Days after the last Business Day of any week during which Availability
has been less than $40 million for five (5) consecutive Business Days, a
borrowing base certificate in the form of Exhibit 7.2(g) (the
“Borrowing Base
Certificate”) with all supporting detail as Administrative Agent or the
Collateral Agent may from time to time reasonably require, duly completed,
detailing Company’s understanding as to which Accounts or Inventory constitute
Eligible Accounts Receivable and Eligible Inventory as of the last day of such
fiscal month (or such other date as the Administrative Agent or the Collateral
Agent may specify in such request), and certified by the chief accounting
officer or chief financial officer of Company and subject only to adjustment
upon completion of the normal year-end audit of physical inventory. In addition,
each Borrowing Base Certificate shall have attached to it such additional
schedules and/or other information as the Administrative Agent or the Collateral
Agent may reasonably request; and

     


    
      
         


      

      
        - 95
-

        
          

        

      

      
         


      

    


    (h)           Other
Requested Information.  Such other
information respecting the respective properties, business affairs, financial
condition and/or operations of Company or any of its Subsidiaries or the Collateral as Administrative Agent or any Lender may from time to time reasonably request.

     

    7.3           Notices.  Promptly and in
any event within five (5) Business Days after an officer of
Company or of any of its Subsidiaries
obtains knowledge thereof, give written notice to Administrative Agent (which shall promptly provide a copy of such
notice to each Lender) of:

     

    (a)           Event of
Default or
Unmatured
Event of Default.  The occurrence of
any Event of Default or Unmatured Event
of Default, accompanied by a statement of a Responsible Financial Officer
setting forth details of the occurrence referred to therein and stating what
action Company proposes to take with respect
thereto;

     

    (b)           Litigation
and Related Matters.  The commencement
of, or any material development in, any action, suit, proceeding or
investigation pending or threatened against or affecting Company or any of its Subsidiaries or any of
their respective properties before any arbitrator or Governmental Authority, (i) which could reasonably be expected to subject Company or any of its
Subsidiaries to liability in excess of $1,000,000, (ii) with respect to any
Document or any material Indebtedness or
Capital Stock of Company or any of its
Subsidiaries or (iii) which, if
determined adversely to Company or any of its Subsidiaries, could reasonably be expected, individually or in the
aggregate, to have a Material Adverse
Effect;

     

    (c)           Environmental
Matters.  The occurrence of
one or more of the following environmental matters which
could reasonably be expected to subject Company or its
Subsidiaries to liability individually or in the aggregate
in excess of $10,000,000:

     

    (i)           any
pending or threatened Environmental Claim against Company or any of its Subsidiaries or any real
property at any time owned or operated by Company or any of
its Subsidiaries;

     

    (ii)           any
condition or occurrence on or arising from any real property at any time owned
or operated by Company or any of its Subsidiaries that (y) results in noncompliance
by Company or any of its Subsidiaries
with any applicable Environmental Law, or
(z) could reasonably be expected to form the basis of an
Environmental Claim against Company or
any of its Subsidiaries or any such real
property;

     

    (iii)           any
condition or occurrence on any real property at any time owned or operated by
Company or any of its Subsidiaries that
could reasonably be expected to cause such real property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such real
property under any Environmental Law;
and

     

    (iv)           the
taking of any Remedial Action in response to the actual or
alleged presence of any Contaminant on any real property at
any time owned or operated by Company or any of its Subsidiaries.

     

    All such notices shall describe in reasonable detail the nature of
the Environmental Claim, investigation, condition,
occurrence or Remedial Action and Company’s or such Subsidiary’s

     


    
      
         


      

      
        - 96
-

        
          

        

      

      
         


      

    


    response
thereto.  In addition, Company will provide Administrative Agent with
(i) copies of all material written communications with any
Governmental Authority relating to actual or
alleged violations of Environmental Laws and
all material written communications with any Person relating to Environmental Claims, in
each case, which could reasonably be expected to result in liability to Company
or its Subsidiaries in excess of $1,000,000 and (ii) such detailed reports of
any Environmental Claim as may
reasonably be requested by Administrative Agent or any
Lender.

     

    (d)           Notice of
Change of Control.  Each occasion
that any Change of Control shall occur and such notice shall
set forth in reasonable detail the particulars of each such
occasion;

     

    (e)           Notices
under Transaction Documents.  Promptly
following the receipt or delivery thereof, copies of any material demands,
notices or documents received or delivered by Company or any of its Subsidiaries
under or pursuant to any Transaction Document; and

     

    (f)           Tax
Shelter Registration.  Any action (or the intention to take an
action) inconsistent with the representation in the last sentence of Section
6.9(a).  Company acknowledges and agrees that the Lenders and
the Administrative Agent may treat the transactions contemplated hereby (or any
single transaction contemplated hereby) as part of a transaction that is subject
to Treasury Regulation Section 1.6011-4 or Treasury Regulation Section
301.6112-1, and such Lender or Administrative Agent, as applicable, may file
such returns or maintain the lists and other records required by such Treasury
Regulations.  To the extent a Lender or Administrative Agent
determines to maintain such list, Company and its Subsidiaries shall cooperate
with the Lender and Administrative Agent in obtaining the information required
under such Treasury Regulations.

     

    (g)           Material
Adverse Effect.  Any matter known
to Company or any of its Subsidiaries that individually or in the aggregate
could reasonably be expected to result in a Material Adverse
Effect.

     

    (h)           Casualty,
Condemnation/Eminent Domain.  The occurrence of
any casualty or other damage to any Mortgaged Property in the event the cost to
repair or restore the Mortgaged Property as a result of such casualty or other
damage is estimated by Company to exceed $5,000,000 in the aggregate or the
commencement of any action or proceeding for the taking of a material portion of
any Mortgaged Property or interest therein under power of eminent domain or
condemnation or a conveyance in lieu thereof.

     

    7.4           Conduct
of Business and Maintenance of Existence; Compliance with Laws.  Continue to
engage in business of the same general type as now conducted by it, or business
reasonably related or incidental thereto, and take all reasonable action to
maintain its organizational existence and all other rights, privileges and
franchises material to its and those of each of its Subsidiaries’ business, in each case, except as otherwise permitted
pursuant to Sections 8.3 and 8.4 and comply and
cause each of its Subsidiaries to comply with all Contractual Obligations and Requirements of
Law, except to the extent that failure to comply therewith could not in the
aggregate reasonably be expected to have a Material Adverse
Effect.

     


    
      
         


      

      
        - 97
-

        
          

        

      

      
         


      

    


    7.5           Payment
of Obligations.  Pay or discharge
or otherwise satisfy at maturity or, to the extent permitted hereby, prior to
maturity or before they become delinquent, as the case may
be, and cause each of its Subsidiaries to pay or discharge
or otherwise satisfy at or before maturity or before they become delinquent, as
the case may be:

     

    (a)           all
taxes, duties, levies, imposts, deductions, assessments,
charges or withholdings imposed upon any of them or upon any of their income or
profits or any of their respective properties or assets including, but not
limited to, permit fees, inspection and license fees, all water and sewer rents,
all vault charges, and all other public charges, and all service charges, common
area charges, private maintenance charges, utility charges and all other private
charges, whether evidenced by recorded or unrecorded documents, imposed or
assessed upon the Mortgaged Property; and

     

    (b)           all
lawful claims prior to the time they become a Lien (other
than Permitted Liens) upon any of their respective
properties or assets;

     

    provided, however, that neither
Company nor any of its Subsidiaries
shall be required to pay or discharge any such Indebtedness,
tax, duty, levy, impost, deduction, assessment, charge, withholding or claim while the same is being contested by it in good faith and by
appropriate proceedings diligently pursued so long as Company or such Subsidiary, as the case may be, shall have set aside on its books adequate reserves in
accordance with GAAP (segregated to the extent required by
GAAP) with respect thereto.

     

    7.6           Inspection
of Property, Books and Records.

     

    (a)           Maintain,
and to cause each of its Subsidiaries to maintain, books and records, including
those pertaining to the Collateral, in such detail, form and scope as is
consistent with good business practice.  Each Borrower agrees that the
Administrative Agent, the Collateral Agent or their agents may enter upon the
premises of such Borrower or any Domestic Subsidiary of such Borrower at any
time and from time to time, during normal business hours and upon reasonable
notice under the circumstances, and at any time at all or and after the
occurrence of an Unmatured Event of Default or Event of Default, and which has
not otherwise been waived, for the purposes of (a) conducting field examinations
and appraisals and inspecting, evaluating and verifying the collateral, (b)
inspecting and/or copying (at such Borrower’s expense) any and all records
pertaining thereto and (c) discussing the business affairs and prospects and
financial condition of such or any other Borrower and each Subsidiary of such or
any other Borrower with any officers, employees and directors of such Borrower
or such Subsidiary or with the Company’s auditors;

     

    (b)           give
the Administrative Agent ten (10) days prior written notice of any change in the
location of any Collateral (other than Collateral in transit or out for repair
or, with respect to de minimus amounts of Collateral, otherwise offsite, in each
case, in the ordinary course of business) or in the location of its chief
executive office or place of business from the locations specified in Schedule 1.1(a), and
execute in advance of such change and cause to be filed and/or delivered to the
Administrative Agent any financing statements,  Landlord Waivers or
Bailee Letters or other documents reasonably required by the Administrative
Agent, all in form and substance reasonably satisfactory to the Administrative
Agent;

     


    
      
         


      

      
        - 98
-

        
          

        

      

      
         


      

    


    (c)           advise
the Administrative Agent promptly, in sufficient detail, of any event which
singly or in the aggregate reasonably be expected to have a Material Adverse
Effect on the value of the Collateral or on the Liens granted for the benefit of
the Administrative Agent, the Lenders and the Issuing Banks
thereon;

     

    (d)           execute
and promptly deliver, and to cause each of its Material Domestic Subsidiaries to
execute and promptly deliver, to the Administrative Agent, from time to time,
solely for the Administrative Agent’s convenience in maintaining a record of the
Collateral, such written statements and schedules as the Administrative Agent
may reasonably require, including those described in Section 7.1 of this
Agreement, designating, identifying or describing the Collateral.  The
failure by any Borrower or any Material Domestic Subsidiary of any Borrower,
however, to promptly give the Agent such statements or schedules shall not
affect, diminish, modify or otherwise limit the Liens on the Collateral granted
pursuant to the Credit Documents.

     

    7.7           ERISA;
Foreign
Pension Plan.  k) As
soon as practicable and in any event within three (3) Business Days after Company, any of its Subsidiaries knows or has
reason to know that a Termination Event has occurred with
respect to any Plan (whether or not the requirement for
notice of such Termination Event has been waived by the
PBGC), deliver, or cause such Subsidiary
to deliver, to Administrative Agent a certificate of a
responsible officer of Company or such Subsidiary, as the case may be, setting forth
the details of such Termination Event and the action, if
any, which Company or such Subsidiary is
required or proposes to take, together with any notices required or proposed to
be given;

     

    (b)           Upon
the request of any Lender made from time to time, deliver, or cause each
Subsidiary to deliver, to each Lender a copy of the most recent actuarial report
and annual report (Form 5500) completed with respect to any
Plan;

     

    (c)           As
soon as possible and in any event within three (3) Business Days after Company
or any of its Subsidiaries knows or has reason to know that any of the following
have occurred or is reasonably likely to occur with respect to any
Plan:

     

    (i)           such
Plan has been or may be terminated, if the liability to the Company or any of
its Subsidiaries with respect to such termination exceeds $2,500,000, determined
on a plan termination basis using actuarial assumptions prescribed by the PBGC,
or such Plan has been or may be reorganized, petitioned or declared insolvent
under Title IV of ERISA, if the liability to the Company or any of its
Subsidiaries with respect to such reorganization, petition or insolvency could
reasonably be expected to exceed $2,500,000,

     

    (ii)           the
Plan Sponsor intends to terminate such Plan, if the liability to the Company or
any of its Subsidiaries with respect to such termination will exceed
$2,500,000,

     

    (iii)           the
PBGC has instituted or will institute proceedings under Section 515 of
ERISA to collect a delinquent contribution to such Plan or under Section 4042 of
ERISA to terminate such Plan,

     


    
      
         


      

      
        - 99
-

        
          

        

      

      
         


      

    


    (iv)           that
an application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or on extension of any amortization period under Section
412 of the Code,

     

    (v)           that
Company or any of its Subsidiaries will or could reasonably be expected to incur
any liability in excess of $2,500,000 (including, but not limited to, contingent
or secondary liability) to or on account of the termination or withdrawal from a
Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section
409 or 502(1) of ERISA, or

     

    (vi)           that
Company or any of its Subsidiaries or ERISA Affiliates has or may incur any
liability that could reasonably be expected to result in a Material Adverse
Effect under any “employee welfare benefit plan” (within the meaning of Section
3(1) of ERISA) that provides benefits to retired employees (other than as
required by Section 601 et seq. of ERISA) or any employee pension benefit plan
(as defined in Section 3(2) of ERISA), deliver, or cause such Subsidiary or
ERISA Affiliate to deliver, to Administrative Agent a written notice thereof;
and

     

    (d)           As
soon as possible and in any event within five (5) Business Days
after Company, any of its Subsidiaries or any of their ERISA Affiliates
knows or has reason to know that any of them has caused a complete withdrawal or
partial withdrawal (within the meaning of Sections 4203 and 4205, respectively,
of ERISA) from any Multiemployer Plan, deliver, or cause such Subsidiary or
ERISA Affiliate to deliver, to Administrative Agent a written notice
thereof.

     

    For
purposes of this Section 7.7, Company
shall be deemed to have knowledge of all facts known by the Plan Administrator
of any Plan of which Company is the Plan Sponsor, and each Subsidiary of Company
shall be deemed to have knowledge of all facts known by the Plan Administrator
of any Plan of which such Subsidiary, respectively, is a Plan
Sponsor.  In addition to its other obligations set forth in this Article VII, Company shall,
and shall cause each of its Subsidiaries and ERISA Affiliates to:

    


    (i)           provide
Administrative Agent with prompt written notice, with respect to any Plan, of
any failure to satisfy the minimum funding standard requirements of Section 412
of the Code that results in an accumulated funding deficiency in excess of
$2,500,000,

     

    (ii)           furnish
to Administrative Agent, promptly after delivery of the same to the PBGC, a copy
of any delinquency notice pursuant to Section 412(n)(4) of the
Code,

     

    (iii)           correct
any such failure to satisfy funding requirements or delinquency referred to in
the foregoing clauses (i) and (ii) within ninety (90) days after the occurrence
thereof, except where the failure to so satisfy would not reasonably be expected
to have a Material Adverse Effect;

     

    (iv)           comply
in good faith in all material respects with the requirements set forth in
Section 4980B of the Code and with Sections 601(a) and 606 of
ERISA;

     


    
      
         


      

      
        - 100
-

        
          

        

      

      
         


      

    


    (v)           at
the request of any Lender, deliver to such Lender (and a copy to Administrative
Agent) copies of the most recent annual reports, actuarial reports and notices
received by Company or any of its Subsidiaries with respect to any Foreign
Pension Plan no later than ten (10) days after the date of such
request.

     

    (e)           Establish,
maintain and operate all Foreign Pension Plans in compliance in all material
respects with all Requirements of Law and the respective requirements of the
governing documents for such Plans, including the payment of any required
contributions on or before the due date for such payments, except for failures
to comply which, in the aggregate, could not be reasonably be expected to
subject Company or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $2,500,000.

     

    7.8           Maintenance
of Property, Insurance.  l)                                                                                     Keep,
and cause each of its Subsidiaries to keep, all material
property, including all Mortgaged Property (including, but not limited to,
equipment), useful and necessary in its business in good working order and
condition, normal wear and tear and damage by casualty or force majeure
excepted, and subject to Section 8.4.

     

    (b)           maintain,
and shall cause each of its Subsidiaries to maintain, with
financially sound and reputable insurers, insurance with respect to its material
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.  Such
insurance shall be maintained with financially sound and reputable insurers,
except that a portion of such insurance program (not to exceed that which is
customary in the case of companies engaged in the same or similar business or
having similar properties similarly situated) may be
effected through self-insurance, provided adequate reserves therefor, in
accordance with GAAP, are maintained, and

     

    (c)           furnish
to Administrative Agent, on the Initial Borrowing Date and
annually on each date of delivery of the financial statements under Section 7.1(b), full
information as to the insurance carried.  All insurance policies or
certificates (or certified copies thereof) with respect to such
insurance:

     

    (i)           shall
be endorsed to the Administrative Agent’s reasonable satisfaction for the
benefit of the Secured Creditors (including, without
limitation, by naming the Administrative Agent as loss payee
or additional insured, as appropriate); and

     

    (ii)           shall
state that such insurance policy shall not be canceled without the insurer’s
endeavoring to provide fifteen days’ (five days in the case of cancellation due
to non-payment of premiums) prior written notice thereof to
the Administrative Agent.

     

    At any
time that insurance at levels described in Schedule 7.8 is not
being maintained by Company or any of its Subsidiaries, Company will notify the
Lenders in writing within five (5) Business Days thereof.

     

    7.9           Environmental
Laws.  m) Comply with, and cause
its Subsidiaries to comply with, and, in each case take
reasonable steps to ensure compliance by all tenants and
subtenants,

     


    
      
         


      

      
        - 101
-

        
          

        

      

      
         


      

    


    if any,
with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and take
reasonable steps to ensure that all tenants and subtenants obtain and comply in
all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental Laws except, in each case, to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

     

    (b)           Conduct
and complete all investigations, studies, sampling and testing, and all Remedial Actions required under Environmental Laws and promptly comply in all material respects
with all lawful orders, directives and information requests of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings
and the pendency of such proceedings could not reasonably be expected to have a
Material Adverse Effect.

     

    7.10           Use of
Proceeds.  Use all
proceeds of the Loans as provided in Section
6.8.

     

    7.11           Additional Security; Further
Assurances.

     

    (a)           Additional Guarantors and
Pledgors.

     

    (i)           Company
agrees to cause each Material Domestic Subsidiary (other than a Receivables
Subsidiary) to become a party to the Subsidiary Guaranty and the Security Agreement
pursuant to the terms thereof promptly and in any event within thirty (30) days
of the date that such Subsidiary is acquired or otherwise becomes a Material
Domestic Subsidiary;

     

    (ii)           Company
agrees to cause each Subsidiary that becomes a guarantor of obligations arising
under any Permitted Junior Debt Document and that is not at such time party to
the Subsidiary Guaranty to become a party to the Subsidiary Guaranty in
accordance with the terms thereof.

     

    (b)           Pledge of
New Subsidiary Stock.  Company agrees to
pledge (or to cause each Subsidiary Guarantor to pledge) (i) all of the Capital
Stock of each new Material Domestic Subsidiary, (ii) 65% of the Capital Stock
entitled to vote and 100% of the Capital Stock not entitled to vote of each new
Foreign Subsidiary and (iii) all of the Capital Stock of each domestic
Unrestricted Subsidiary (or 65% of the Capital Stock entitled to vote and 100%
of the Capital Stock not entitled to vote in the case of Foreign Subsidiaries),
(in each of (i) - (iii), directly owned by Company or a Subsidiary Guarantor)
established, acquired, created or otherwise in existence after the Closing Date
to Administrative Agent for the benefit of the Secured Creditors pursuant to the
terms of the Security Agreement promptly, and in any event, within sixty (60)
days of the establishment, acquisition or creation of such new
Subsidiary.  Company agrees to pledge or cause each Subsidiary
Guarantor to pledge, to Administrative Agent for the benefit of the Secured
Creditors pursuant to the Security Agreement, all instruments evidencing
indebtedness owed by any Unrestricted Subsidiary to Company or any Domestic
Subsidiary promptly and in any event within sixty (60) days of the creation of
such instruments.

     


    
      
         


      

      
        - 102
-

        
          

        

      

      
         


      

    


    (c)           Agreement
to Grant Additional Security. i) Promptly, and in any
event within 30 days after the acquisition by Company or any Subsidiary
Guarantor of personal property or fee interests in real property of the type
that would have constituted Collateral at the date hereof and investments of the
type that would have constituted Collateral on the date hereof (other than (x)
any fee interest in real property with a Fair Market Value at the date of
acquisition thereof of less than $2,000,000 or (y) assets with a Fair Market
Value of less than $250,000 individually or $500,000 in the aggregate; provided that if the
value of an asset (other than as to a real property or leasehold interest) is
more than $500,000, Company shall notify Administrative Agent of the acquisition
of such assets and, to the extent not already Collateral which Administrative
Agent has a perfected security interest pursuant to Security Documents, such
assets will become additional Collateral hereunder to the extent Administrative
Agent deems the pledge of such assets practicable) (the “Additional
Collateral”), Company will, and will cause each of its Subsidiaries to,
take all necessary action, including (A) the filing of appropriate financing
statements under the provisions of the UCC, applicable foreign, domestic or
local laws, rules or regulations in each of the offices where such filing is
necessary or appropriate and (B) with respect to fee interests in real property,
the execution of a mortgage, the obtaining of mortgagee title insurance
policies, title surveys (either recent or existing) and real estate appraisals
satisfying Requirements of Law, to grant the Administrative Agent for the
benefit of the Secured Creditors pursuant to the Security Documents a Lien
(subject only to Permitted Liens and perfected to the extent required by the
Security Documents) in such Additional Collateral pursuant to and to the full
extent required by the Security Documents and this Agreement.

     

    (ii)           If,
following a change in the relevant sections of the Code, the regulations and
rules promulgated thereunder and any rulings issued thereunder and at the
request of Administrative Agent or the Majority Lenders, counsel for Company
acceptable to Administrative Agent and the Majority Lenders does not within 30
days after such request deliver evidence satisfactory to Administrative Agent
with respect to any Foreign Subsidiary of Company that:

     

    (a)           a
pledge of 66% or more of the total combined voting power of all classes of
capital stock of such Foreign Subsidiary entitled to vote,

     

    (b)           the
entering into by such Foreign Subsidiary of a guaranty in substantially the form
of the Subsidiary Guaranty or

     

    (c)           the
entering into by such Foreign Subsidiary of a security agreement in
substantially the form of the Security Agreement, in either case would cause the
earnings of such Foreign Subsidiary to be treated as a deemed dividend to such
Foreign Subsidiary’s United States parent or would otherwise violate a material
applicable law, then

     

    (A)           in
the case of a failure to deliver the evidence described in clause (a) above,
that portion of such Foreign Subsidiary’s outstanding capital stock not
theretofore pledged pursuant to a Security Document shall be pledged to
Administrative Agent for the benefit of the Secured Creditors pursuant to a
Security Document,

     


    
      
         


      

      
        - 103
-

        
          

        

      

      
         


      

    


    (B)           in
the case of a failure to deliver the evidence described in clause (b) above,
such Foreign Subsidiary shall execute and deliver a guaranty of the Obligations
of Company under the Loan Documents, and

     

    (C)           in
the case of a failure to deliver the evidence described in clause (c) above,
such Foreign Subsidiary shall execute and deliver a Security Document granting
Administrative Agent for the benefit of the Secured Creditors a security
interest in all of such Foreign Subsidiary’s assets, in each case will all
documents delivered pursuant to this Section 7.11(c)
to be in form and substance satisfactory to Administrative Agent and the
Majority Lenders.

     

    (d)           Documentation
for Additional Security.
The Liens and security interests required to be granted pursuant to this
Section 7.11
shall be granted pursuant to such security documentation (which
shall  be substantially similar to the Security Documents already
executed and delivered by Company) (the “Additional Security
Documents”) reasonably satisfactory in form and substance to
Administrative Agent and shall constitute valid and enforceable, with respect to
real property, liens and, with respect to all other property, security interests
subject to no other Liens except Permitted Liens.  The Additional
Security Documents and other instruments related thereto shall be duly recorded
or filed in such manner and in such places and at such times as are required by
law to establish, perfect, preserve and protect the Liens, in favor of
Administrative Agent for the benefit of the Secured Creditors, required to be
granted pursuant to the Additional Security Document and, all taxes, duties,
levies, imposes, deductions, assessments, charges, withholdings, fees and other
charges payable in connection therewith shall be paid in full by
Company.  At the time of the execution and delivery of the Additional
Security Documents, Company shall cause to be delivered to Administrative Agent
such agreements, opinions of counsel, and other related documents as may be
reasonably requested by Administrative Agent or the Majority Lenders to assure
themselves that this Section 7.11 has
been complied with, provided, however, as to real
property, the company shall only be required to deliver such title policies,
surveys, and appraisals as are required pursuant to Section 7.11(c)

     

    7.12           Annual
Meetings with Lenders.  Once per Fiscal Year (after delivery of
the financial statements required to be delivered pursuant to Section 7.1(c) and
the projections required to be delivered pursuant to Section 7.2) upon the
reasonable request of the Administrative Agent, the Company shall hold a meeting
(at a mutually agreeable location and time or at the option of the
Administrative Agent, by conference call) with all of the Lenders at which
meeting shall be reviewed the financial results of the previous Fiscal Year and
the financial condition of the Company and its
Subsidiaries.  Following the occurrence of an Event of Default or
Liquidity Event, the Company shall hold such additional meetings with all of the
Lenders as the Administrative Agent may reasonably request.

     

    7.13           Interest
Rate Protection.  Within one hundred twenty (120) days after
the Initial Borrowing Date, Company or its Subsidiaries shall have entered into
Interest Rate Agreements with rate levels reasonably satisfactory to
Administrative Agent limiting fluctuations of the interest rate on a notional
amount of not less than $120,000,000 of indebtedness with an initial average
life of approximately three (3) years and Company and its Subsidiaries shall
thereafter be required to maintain such Interest Rate Agreements; provided that
such Interest Rate

     


    
      
         


      

      
        - 104
-

        
          

        

      

      
         


      

    


    Agreements
may be modified from time to time to reduce the notional amount thereof to an
amount not less than 50% of the then outstanding principal amount of Term Loans
hereunder.

     

    7.14           Certain
Collateral.

     

    (a)           Promptly,
upon the request of the Administrative Agent or the Collateral Agent from time
to time, provide, and cause each of its Subsidiaries to provide, to the
Administrative Agent or the Collateral Agent written statements listing items of
Inventory and Accounts in reasonable detail as reasonably requested by the
Administrative Agent or Collateral Agent;

     

    (b)           conduct
or cause to be conducted (in a manner consistent with the requirements for the
physical measurement of the Inventory in connection with the Borrowers’ annual
audit conducted by the Auditors) a physical measurement of the Inventory and, if
requested by the Administrative Agent or Collateral Agent, a copy of such
measurement shall be promptly supplied to the Administrative Agent or Collateral
Agent accompanied by a report of the value (valued at average cost) of such
Inventory;

     

    (c)           upon
the occurrence and during the continuance of an Event of Default, conduct such a
physical measurement of the Inventory at such other times and as of such other
dates as the Administrative Agent or Collateral Agent shall reasonably request;
and

     

    (d)           if
any Inventory of a Borrower is at any time hereafter stored or located at any
warehouse not owned or leased by such Borrower, promptly, upon the
Administrative Agent's request, deliver to such warehouseman notification of the
Administrative Agent’s Lien on such Inventory and shall take such other steps as
the Administrative Agent reasonably requires to perfect its Lien
thereon.  In addition to, and not in limitation of, the foregoing, at
any time and from time to time the Administrative Agent or Collateral Agent may
conduct (or engage third parties to conduct) such field examinations,
appraisals, verifications and evaluations of the Collateral as the
Administrative Agent or Collateral Agent shall deem necessary or appropriate in
the exercise of its sole discretion and shall provide copies of such
examinations, appraisals, verifications and evaluations to the Lenders; provided, that, so
long as an Event of Default shall not have occurred and be continuing or so long
as Availability has not fallen below $40.0 million for more than three (3)
consecutive Business Days, the Administrative Agent and Collateral Agent shall
not conduct (or engage third parties to conduct) field examinations, appraisals,
verifications and evaluations of the Collateral more than once in any Fiscal
Year.

     

    ARTICLE VIII

     

    


     

    NEGATIVE
COVENANTS

     

    Each Borrower hereby agrees that, so long as any
Loan remains outstanding and unpaid or
any other amount is owing to any Lender or
Administrative Agent hereunder:

     

    8.1           Liens.  No Borrower shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its properties or assets
(including, without limitation, any 

     


    
      
         


      

      
        - 105
-

        
          

        

      

      
         


      

    


    securities
or debt instruments of any of their Subsidiaries), whether now owned or hereafter acquired, or assign
or otherwise convey any right to receive income to secure any obligation; except
for the following Liens (herein referred
to as “Permitted
Liens”):

     

    (a)           Liens
created by the Loan
Documents;

     

    (b)           Customary
Permitted Liens;

     

    (c)           Liens
existing on the date hereof to secure Indebtedness to Remain Outstanding listed on Schedule
8.2(i) hereto and
Permitted Refinancings thereof and other Liens listed on Schedule 8.1(c)
hereto;

     

    (d)           Liens
on any property (i) securing Indebtedness incurred or assumed for the purpose of financing all
or any part of the acquisition, construction, repair or improvement cost of such
property, including Capitalized Lease Obligations (or financing of the purchase
price within ninety (90) days after the respective purchase of assets), and
Permitted Refinancings thereof, (ii) securing Sale and Leaseback Transactions
and Permitted Refinancings thereof, and (iii) of any Person at the time such property is acquired or such Person becomes a Subsidiary and, in each case,
within this clause (iii), not created in contemplation of or in connection with
such event and Permitted Refinancings thereof; provided that in the case of each
of the foregoing:

     

    (x)    any such
Lien does not extend to or cover any property or assets of Company or any other
Credit Party other than the assets financed by such Capital Lease or
Indebtedness in the case of (i) and (ii) above or covered by such Lien at the
time such property is acquired or such Person becomes a Subsidiary in the case
of (iii) above, and in each case, any improvements and accessions to such
property and any replacement thereof or proceeds therefrom;

     

    (y)    the
Indebtedness secured by any such Lien does not exceed 100% of the Fair Market
Value of such property or assets at the time of such acquisition or transaction;
and

     

    (z)    the
Indebtedness secured by any such Lien is permitted to be incurred pursuant to
Section 8.2(d).

     

    (e)           subject
to the terms of the Intercreditor Agreement, Liens on the Collateral securing the Term
Loan Credit Facility or any Permitted Refinancing thereof;
and

     

    (f)           additional
Liens incurred by Company and its Subsidiaries so long as the value of the property subject to such
Liens, and the Indebtedness and other
obligations secured thereby, do not exceed $10,000,000 in
the aggregate outstanding at any time.

     

    8.2           Indebtedness and
Disqualified Stock.  No Borrower
shall, nor shall it permit any of its Subsidiaries to,
directly or indirectly, incur, create, assume directly or indirectly, or suffer
to exist any Indebtedness (including Disqualified Stock)
except:

     


    
      
         


      

      
        - 106
-

        
          

        

      

      
         


      

    


    (a)           Indebtedness
incurred pursuant to this Agreement and the other Loan Documents;

     

    (b)           Guarantee
Obligations with respect to Indebtedness described in clauses (c) through (j)
and (m) below;

     

    (c)           Indebtedness
under the Term Loan Credit Facility provided that the aggregate principal amount
outstanding thereunder does not exceed the sum of $210 million plus any advances
related to draws on the Port Arthur Letter of Credit and/or loans related to
such Port Arthur Letter of Credit less any mandatory prepayments required
thereunder and any Permitted Refinancing
thereof;

     

    (d)           Indebtedness
secured by Liens permitted under Section 8.1(d) and any Permitted Refinancing thereof; provided, that the
aggregate outstanding principal amount of such Indebtedness at any time (i) shall not, when added to Indebtedness
permitted to be outstanding pursuant to Sections 8.2(e),
exceed $20,000,000;

     

    (e)           Indebtedness
of a Subsidiary of a Borrower issued and
outstanding on or prior to the date on which such Subsidiary was acquired by a Borrower (other than Indebtedness issued as consideration in, or to provide all or any
portion of the funds utilized to consummate the transaction or series of related
transactions pursuant to which such Subsidiary became a
Subsidiary or was acquired by a
Borrower) and any Permitted Refinancing thereof which,
together with Indebtedness permitted to be outstanding pursuant to Section 8.2(d), does not
exceed $20,000,000;

     

    (f)           Indebtedness
not to exceed $2,000,000 in the aggregate at any time arising from the honoring
by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business, or pursuant to netting
services or otherwise in connection with Deposit Accounts, in each case, so long
as such Indebtedness is extinguished within five (5) Business Days of the
incurrence thereof;

     

    (g)           Indebtedness
under Interest Rate Agreements
so long as management of such Borrower or such Subsidiary, as the case may be,
has determined that entering into such Interest Rate Agreements was for bona fide (as opposed to
speculative) hedging activities;

     

    (h)           Indebtedness
under Other Hedging Agreements with a term of one year or less in connection
with a Borrower’s or any of its Subsidiaries’ operations so long as management
of such Borrower or such Subsidiary, as the case may be, has determined that
entering into such Other Hedging Agreements was for bona fide (as opposed to
speculative) hedging activities;

     

    (i)           Indebtedness
outstanding on the date hereof and listed on Schedule
8.2(i) hereto (“Indebtedness to Remain
Outstanding”) and any Permitted Refinancing
thereof.

     

    (j)           Intercompany
Indebtedness to the extent permitted by Section 8.7; provided, however, that in the
event of any subsequent issuance or transfer of any Capital
Stock which results in the holder of such Indebtedness
ceasing to be a Subsidiary of Company or any

     


    
      
         


      

      
        - 107
-

        
          

        

      

      
         


      

    


    subsequent
transfer of such Indebtedness (other than to Company or any of its Subsidiaries) such Indebtedness shall be required to be permitted under another clause
of this Section 8.2; provided, further, however, that (x) in the case of Intercompany Indebtedness
consisting of a loan or advance to a Borrower, each such loan or advance shall
be subordinated to the indefeasible payment in full of all of the Borrowers’
Obligations pursuant to this Agreement and the other Loan Documents and (y) in the case of Intercompany Indebtedness consisting of a loan or advance from a
Borrower, such Indebtedness shall be evidenced by promissory
notes payable to such Borrower, in form and substance satisfactory to Administrative Agent, which promissory notes shall be delivered and
pledged to Administrative Agent as part of the Collateral;

     

    (k)           Permitted
Junior Debt of Company and Guarantee Obligations of Company’s Subsidiaries that
are Credit Parties with respect thereto, the Net Offering Proceeds of which are
applied to prepay the Term Loan Credit Facility to the extent required thereby
and any Permitted Refinancing thereof; provided, that the terms and conditions
of the Permitted Junior Debt Documents governing such Indebtedness are
reasonably acceptable to Administrative Agent;

     

    (l)           Unsecured
Indebtedness of any Borrower or any of its Subsidiaries, and Guarantee
Obligations of the Company’s or its Subsidiaries that are Credit Parties,
provided, that (i) the Net Offering Proceeds of which are applied to prepay the
Term Loan Credit Facility; (ii) such Unsecured Indebtedness satisfies clauses
(ii) and (iv) of the definition of Permitted Refinancing and any Permitted
Refinancing thereof;

     

    (m)           Indebtedness
owed to any Person providing financing for worker’s compensation, health,
disability or other employee benefits or property, casualty or liability
insurance of any Borrower or its Subsidiaries not exceeding the lesser of the
amount of insurance premiums to be paid to such Persons for a one (1) year
period and $10,000,000 in the aggregate at any time outstanding;
and

     

    (n)           Secured
or unsecured Indebtedness of any Borrower or its Subsidiaries
not otherwise permitted hereunder not exceeding $5,000,000 in the aggregate principal amount at any time outstanding.

     

    8.3           Fundamental
Changes.  No Borrower shall, nor shall it permit any of its
Subsidiaries to, merge into or consolidate with any other
Person, or permit any other Person to
merge into or consolidate with it, or liquidate or dissolve, except that, if at
the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing any Subsidiary of a Borrower (a)
may merge into such Borrower in a transaction in which such
Borrower is the surviving corporation, (b) may merge into any Credit Party in a
transaction in which the surviving entity is a Credit Party,
(c) that is not a Credit Party may merge into any Subsidiary that is not a
Credit Party, (d) may merge into any other Person that becomes a
Credit Party in connection with a Permitted Acquisition, (e) may liquidate or dissolve if Company determines
in good faith that such liquidation or dissolution is in the best interests of
Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted
unless also permitted by Section 8.7, and (f) may
merge with another Person in connection with an Asset Disposition permitted
under Section
8.4.  No Permitted

     


    
      
         


      

      
        - 108
-

        
          

        

      

      
         


      

    


    MTBE
Joint Venture may merge or consolidate with any Borrower or any of their
Subsidiaries except in a transaction that is a Permitted
Acquisition.  Notwithstanding the foregoing, at any time that no
Unmatured Event of Default or Event of Default exists, upon not less than thirty
(30) days’ prior written notice to Administrative Agent and Collateral Agent,
Company may merge with and into a newly formed Wholly-Owned Subsidiary of
Holdings GP (“NewCo”) that is organized in the State of Delaware or the State of
Texas solely for purposes of reforming Company as a limited liability company or
corporation; provided, that on or before the date of such merger, Company
delivers the following documents to Administrative Agent, each of which shall be
in form and substance acceptable to Administrative Agent and Collateral
Agent:  (i) an assumption agreement pursuant to which NewCo assumes
the obligations of Company under this Agreement and the other Loan Documents to
which Company is party, (ii) such financing statements under the provisions
of the UCC, applicable foreign, domestic or local laws, rules or regulations in
each of the offices where such filing is necessary or appropriate to continue
the security interest of the Collateral Agent for the benefit of the Secured
Creditors a Lien (subject only to Permitted Liens and perfected to the extent
required by the Security Documents) in the Collateral owned by Company and
NewCo, (iii) such modifications to any Mortgages and Mortgage Policies as may be
required by Collateral Agent with respect to the Mortgaged Properties owned by
Company, (iv) an opinion of counsel to Company with respect to such matters as
Administrative Agent or Collateral Agent may request, (v) the documents that
would have been required to have been delivered by NewCo on the date hereof had
NewCo been a borrower hereunder on such date under Sections 5.1(b),
5.1(c)(i) -
(iii), and 5.1(c)(v) and (vi)
such other documentation as Administrative Agent or Collateral Agent may
request.

     

    8.4           Asset
Sales.  No Borrower
shall, nor shall it permit any of its Subsidiaries to,
consummate an Asset Disposition, except that:

     

    (a)           Borrowers
and their Subsidiaries may make Asset Dispositions (other than Asset Dispositions of Accounts
Receivable) for fair value, provided (i) at least 75% of the
aggregate sales price from such Asset Disposition shall be
paid in Cash or Cash Equivalents and (ii) the aggregate Fair
Market Value of all assets disposed of subsequent to the Initial Borrowing Date pursuant to this clause (f) plus the aggregate
fair market value of all the assets then proposed to be disposed of does not
exceed $25,000,000 in any Fiscal Year of Company; and

     

    (b)           Borrowers
and their Subsidiaries may make an Asset Disposition of the MTBE Assets for fair
value (but not less than all or substantially all of such MTBE Assets),
including the Capital Stock of any Permitted MTBE JV; provided (i) at least
75% of the aggregate sales price from such Asset Disposition shall be paid in
Cash or Cash Equivalents and (ii) no Unmatured Event of Default or Event of
Default exists or would result therefrom;

     

    In the event the Majority Lenders waive the
provisions of this Section 8.4 with respect to
the sale of any Collateral, or any Collateral is sold as permitted by Section 8.4, such Collateral shall be sold free and clear of the Liens created by the Security Documents, and the Administrative
Agent shall be authorized to take any actions deemed appropriate in order to
effect the foregoing.

     

    8.5           Restricted
Payments.  No Borrower
shall, nor shall it permit any of its Subsidiaries to, make any Restricted
Payment; provided,
that:

     


    
      
         


      

      
        - 109
-

        
          

        

      

      
         


      

    


    (a)           so
long as no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result from making such Restricted Payment, Company may make
Restricted Payments in the form of, and/or may make Restricted Payments to
Holdings LP and Holdings GP for immediate use for: (i) the repurchase,
redemption or other acquisition or retirement for value of any Capital Stock or
options, warrants or other rights to acquire Capital Stock of Holdings GP,
Company or any Subsidiary of Company in connection with any management equity
subscription agreement, stock option agreement, shareholders’ agreement, stock
appreciation rights program, severance agreement, employee benefit plan or
agreement or similar agreement, or (ii) the repurchase for value of any Capital
Stock or options, warrants or other rights to acquire Capital Stock of Holdings
GP in the open market to satisfy stock options issues by Holdings GP that are
outstanding; provided that the
aggregate price paid for all such repurchases, redemptions, acquisitions or
retirements after the Closing Date may not exceed $5,000,000 in any Fiscal Year
or $12,500,000 in the aggregate on or after the Closing Date.

     

    (b)           so
long as no Event of Default or Unmatured
Event of Default has occurred and is continuing, Company
may make regularly scheduled interest payments on Permitted
Junior Debt and any Permitted Refinancings
thereof;

     

    (c)           Borrowers
and their Subsidiaries may defease, redeem, repurchase or otherwise acquire
Indebtedness of any Credit Party that is subordinated to the Obligations with
the net cash proceeds from a substantially concurrent Permitted Refinancing of
such Indebtedness;

     

    (d)           Company
may pay Dividends to holders of any class or series of Disqualified Stock of
Company issued on or after the Closing Date in accordance with Section 8.2
hereof;

     

    (e)           so
long as either (1) neither Holdings GP nor Holdings LP (i) own any significant
assets other than Capital Stock of Company or (ii) engage in any business other
than holding the Capital Stock of Company or (2) Holdings GP, Holdings LP,
Company and its Subsidiaries have entered into a Tax Sharing Agreement
reasonably acceptable to Administrative Agent, Company may
pay cash Dividends or otherwise advance amounts to Holdings GP and Holdings LP solely for the purpose of paying, so
long as the proceeds thereof are promptly used by Holdings
GP and Holdings LP to pay (A) franchise taxes and other fees
required to maintain its legal existence, (B) federal, state
and local income taxes and interest and penalties with respect thereto; provided that any
refund shall be promptly returned by Holdings GP and
Holdings LP to Company, and (C) an
amount not to exceed $200,000 in any Fiscal Year to permit
Holdings GP and Holdings LP to pay corporate and overhead
expenses incurred in the ordinary course of
business.

     

    (f)           Company
may repurchase options to acquire Capital Stock or Capital Stock if such
purchase is deemed to occur upon the exercise of stock options to the extent
such options to acquire Capital Stock or Capital Stock represent a portion of
the exercise price of those stock options;

     


    
      
         


      

      
        - 110
-

        
          

        

      

      
         


      

    


    (g)           Company
may purchase fractional shares upon conversion of any securities of Company into
options, warrants or other rights to acquire Capital Stock of
Company;

     

    (h)           Company
may issue Capital Stock of Company (other than Disqualified Stock) for other
Capital Stock or options, warrants or other rights to acquire Capital Stock of
Company in connection with any rights offering and payments for the redemption
of fractional shares in connection with any rights offering;

     

    (i)           so
long as (A) no Event of Default or Unmatured Event of Default has occurred and
is continuing or would occur as a result of such Restricted Payment and any
related Indebtedness incurred to make such Restricted Payment and (B) the
Payment Condition is satisfied, Company may make additional Restricted Payments
in an aggregate amount, when combined with Investments permitted under Section 8.7(o), that
does not exceed (i) the amount of all Net Offering Proceeds from issuances of
the Company’s Capital Stock (other than Disqualified Stock) since the Closing
Date minus (ii) the amount of such Net Offering Proceeds utilized for
Acquisitions since the Closing Date; and

     

    (j)           so
long as (A) no Event of Default or Unmatured Event of Default has occurred and
is continuing or would occur as a result of such Restricted Payment and any
related Indebtedness incurred to make such Restricted Payment, (B) the Payment
Condition is satisfied, and (C) Company's Leverage Ratio is less than 3.0 to 1.0
after giving effect to any Indebtedness incurred in connection with such
Restricted Payments on a Pro Forma Basis, Company may make additional Restricted
Payments in an aggregate amount, when combined with Investments permitted under
Section 8.7(p),
that does not exceed 25% of Company’s cumulative Consolidated Net Income accrued
during the period (treated as one accounting period) from June 30, 2006 to the
end of the most recent Fiscal Quarter for which financial statements have been
delivered pursuant to Section
7.1.

     

    Notwithstanding
the foregoing, Company may pay Dividends within sixty (60) days after the date
of declaration thereof if at such date of declaration such Dividend would have
complied with this Section 8.5; provided, that any
such Dividend shall be included (without duplication) in the calculation of the
amount of Restricted Payments for purposes of the clause of Section 8.5 relied
upon for the declaration of such Dividend.

    


    8.6           Issuance
of Subsidiary Stock.  No Borrower shall, nor shall permit any of its Subsidiaries to, directly or indirectly, issue, sell, assign,
pledge or otherwise encumber or dispose of any shares of Capital Stock of any Subsidiary of Company, except (i) to Company, (ii) to another Wholly-Owned Subsidiary of Company that is not an Unrestricted Subsidiary, (iii) to qualify directors if required by applicable law or similar
de minimus issuances of Capital Stock to comply with Foreign Requirements of Law, or (iv) pursuant
to employee stock ownership or employee benefit plans in effect on the date
hereof; provided, that, in the case of issuances of
preferred stock by a Subsidiary of Company, any subsequent issuance or transfer
of Capital Stock that results in any such preferred stock being held by a Person
other than Company or a Wholly-Owned Subsidiary of Company shall be deemed to
constitute an issuance of Capital Stock that was not permitted by this Section
8.6.  Notwithstanding the foregoing, Company or is

     


    
      
         


      

      
        - 111
-

        
          

        

      

      
         


      

    


    Subsidiaries shall be permitted to sell 100% of the outstanding Capital Stock of any Subsidiary, but not less than 100% of such Capital Stock, subject to Section 8.4.

     

    8.7           Loans,
Investment
and
Acquisitions.  No Borrower
shall, nor shall it permit any of its Subsidiaries to, make
any loans or make or own any Investments or make any Acquisitions except:

     

    (a)           Company
and its respective Subsidiaries may
acquire and hold Cash and Cash
Equivalents;

     

    (b)           Investments
existing on the date hereof and identified on Schedule
8.7, without giving
effect to any additions thereto or replacements thereof;

     

    (c)           advances
by Company or its Subsidiaries made to
employees in the ordinary course of business
in an aggregate principal amount not exceeding $1,000,000 to
any one Person or $3,000,000 in the
aggregate at any one time outstanding;

     

    (d)           Investments
(including debt obligations) received by Company or its Subsidiaries in connection with
the bankruptcy or reorganization of suppliers and customers and in settlement of
delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of
business;

     

    (e)           Company
may enter into Interest Rate Agreements in compliance with 8.2(g) and Other Hedging Agreements in compliance with Section
8.2(h);

     

    (f)           pledges
or deposits made in the ordinary course of
business;

     

    (g)           Investments
by Company and each of its Subsidiaries
in the Capital Stock of a Person who is
a Domestic Subsidiary immediately before and after such
Investment; provided, that (i) the requirements of Section 7.11 are satisfied,
and (ii) the amount of such Investments by Credit Parties in Subsidiaries that are not
Credit Parties, plus the amount of all
loans, contributions to capital, Guarantee Obligations and
advances referred to in clause (h) below that are made by
Credit Parties to Subsidiaries that are
not Credit Parties shall not exceed in the aggregate at any
time outstanding $5,000,000;

     

    (h)           Investments
constituting loans, Guarantee Obligations or advances made
by Company to any of its Subsidiaries or
made by any of its Subsidiaries to Company or any other Subsidiary, provided, that any
such loans and advances made by a Credit Party shall be
evidenced by a promissory note pledged pursuant to a Security Document and the amount of all such loans,
contributions to capital, Guarantee Obligations and advances
by Credit Parties to Subsidiaries that
are not Credit Parties shall not exceed the limitations set
forth in clause (g) above or (j) below, as
applicable;

     

    (i)           Company
or any other Credit Party may make Permitted Acquisitions;

     

    (j)           Foreign
Investments in an aggregate amount not to exceed in the aggregate at any time
outstanding $5,000,000; provided, that the aggregate amount of Foreign

     


    
      
         


      

      
        - 112
-

        
          

        

      

      
         


      

    


    Investments
may not be increased at any time that an Event of Default or Unmatured Event of Default exists and is continuing or would result
therefrom;

     

    (k)           Company
and each of its Subsidiaries may acquire
and hold debt securities and other
non-cash consideration as partial consideration for an Asset
Disposition permitted pursuant to Section 8.4;

     

    (l)           Investments
in any Permitted MTBE Joint Venture consisting of all or part of the MTBE
Assets;

     

    (m)           Investments
the sole consideration for which are Capital Stock (other than Disqualified
Stock) of the Company;

     

    (n)           Guarantee
Obligations permitted under Section
8.2;

     

    (o)           so
long as no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result therefrom, additional Investments in an aggregate
amount, when combined with Restricted Payments permitted under Section 8.5(i), that
do not exceed (i) the amount of all Net Offering Proceeds from issuances of the
Company’s Capital Stock (other than Disqualified Stock) since the Closing Date
minus (ii) the amount of such Net Offering Proceeds utilized for Acquisitions
since the Closing Date;

     

    (p)           so
long as (A) no Event of Default or Unmatured Event of Default has occurred and
is continuing or would result therefrom, (B) Company’s Leverage Ratio is less
than 3.0 to 1.0 after giving effect to any Indebtedness incurred in connection
with such Investments on a Pro Forma Basis and (C) the Payment Condition is
satisfied, additional Investments in an aggregate amount, when combined with
Restricted Payments permitted under Section 8.5(j), that
do not exceed 25% of Company’s cumulative Consolidated Net Income accrued during
the period (treated as one accounting period) from June 30, 2006 to the end of
the most recent Fiscal Quarter for which financial statements have been
delivered pursuant to Section 7.1;
and

     

    (q)           additional
Investments in an aggregate amount not to exceed $15,000,000.

     

    8.8           Transactions
with
Affiliates.  No Borrower
shall, nor shall it permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with or for the benefit of any of
Company’s Affiliates
(an “Affiliate
Transaction”), other than transactions that are on
terms fair and reasonable to Company or to any such Subsidiary and no less favorable to Company or
to such Subsidiary than those that might reasonably have
been obtained in a comparable transaction on an arm’s-length basis from a Person that is not an Affiliate.  In addition to the
foregoing with respect to any Affiliate
Transaction or series of Affiliate Transactions involving a
value or aggregate payments of $10,000,000 or more, the
determination that such Affiliate Transaction or series of
Affiliate Transactions is or are on terms that are fair and
reasonable to Company or to any its Subsidiaries and is or are on terms that are no less favorable to
Company or to such Subsidiary than those
that might reasonably have been obtained in a comparable transaction on an
arm’s-length basis from a Person that is not an Affiliate will be made, prior to the consummation of any such
Affiliate Transaction or series of 

     


    
      
         


      

      
        - 113
-

        
          

        

      

      
         


      

    


    Affiliate
Transactions, reasonably and in good faith by a majority of the members of the
Board of Directors of Company and of such
Subsidiary, as the case may be, and
evidenced by a Board of Directors resolution
delivered to Administrative Agent.

     

    The foregoing restrictions will not apply
to:

     

    (1)           reasonable
and customary directors’ fees, indemnification and similar arrangements and
payments thereunder;

     

    (2)           loans
or advances to officers of Company and of its Subsidiaries for bona fide business
purposes of Company or of such Subsidiary not to exceed $3,000,000 in the
aggregate at any one time outstanding for Company and its Subsidiaries;

     

    (3)           any
transaction between Company and any Wholly-Owned Subsidiary
of Company to the extent that any such transaction is otherwise in compliance
with the terms of this Agreement;

     

    (4)           Restricted
Payments that do not violate Section 8.5 hereof or
Investments that do not violate Section 8.7(n)
hereof; or

     

    (5)           issuances
of Capital Stock of Company to the extent permitted pursuant to Section 8.6 and the
granting of registration rights thereto.

     

    8.9           Intentionally
Omitted.

     

    8.10           Lines of
Business.  No Borrower
shall, nor shall it permit any of its Subsidiaries to, enter
into or acquire any line of business which is not reasonably related to the
business engaged in as of the date hereof.  No
Borrower shall permit any MTBE Subsidiary to enter into or acquire any line of
business or assets other than MTBE Assets.

     

    8.11           Fiscal
Year.  No Borrower
shall, nor shall it permit any of its Subsidiaries to,
change their Fiscal Year; provided, that any
Subsidiary of Company may change its Fiscal Year to correspond to the Fiscal
Year of Company.

     

    8.12           Limitation
on Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws
and
Certain Other Agreements; Certain Derivative Transactions; etc. No Borrower shall, nor
shall it permit any of its Subsidiaries to:

     

    (a)           make
(or give any notice in respect of) any voluntary or optional payment or
prepayment on or redemption or acquisition for value of (including, without
limitation, by way of depositing with the trustee with respect thereto or any
other Person money or securities before
due for the purpose of paying when due) any Indebtedness
that is either subordinate or junior in right of payment to the Obligations other than pursuant
to a Permitted Refinancing or as permitted pursuant to
Section 8.5;

     


    
      
         


      

      
        - 114
-

        
          

        

      

      
         


      

    


    (b)           amend,
terminate or modify, or permit the amendment, termination or modification of,
any provision of any documents governing the Indebtedness
described in clause (a) above, the Term Loan Credit Facility
or the Intercreditor
Agreement in a manner adverse to the interests of the Lenders (including specifically to shorten any maturity or the
Weighted Average Life to Maturity, require any payment
sooner than previously scheduled, increase the principal amount due thereunder
or the interest rate or fees applicable thereto, alter the redemption provisions
or price or terms at which such Indebtedness in required to be purchased, cause
affirmative or negative covenants to be more restrictive than those originally
contained in such documents or provide for any additional guarantor with respect
thereto unless such Person becomes a Guarantor);

     

    (c)           amend,
modify or change in any way adverse to the interests of the Lenders, its Organizational Documents (including, without limitation, by filing
or modification of any certificate of designation) or by-laws, any Tax Sharing
Agreement referred to in Section 8.5(e), the
Huntsman Acquisition Agreement or any agreement entered into by it, with respect
to its Capital Stock (including any shareholders’
agreement), or enter into any new agreement with respect to its Capital Stock which in any way could be adverse to the interests of
the Lenders;

     

    (d)           enter
into or maintain outstanding any derivative transaction or
similar transaction obligating Company or any of its Subsidiaries to make any payment (other than a payment which may only be made in Ordinary Equity Interests
or Permitted Preferred Stock) to any Person as a result of any change in value or market price of Capital Stock of Company.

     

    8.13           Limitation
on Certain Restrictions.  No Borrower
shall, nor shall it permit any of its Subsidiaries, to (1)
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Borrower or
any of its Subsidiaries to (i) pay
dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligation owed to
Company or any of its other Subsidiaries, (ii) make any loans or advances
to Company or any of its Subsidiaries,
or (iii) transfer any of its property or assets to Company or any of its Subsidiaries or (2)
become a party to any agreement, note, indenture or other instrument or take any
action which would prohibit the creation of a Lien on any of its properties or
other assets in favor of Collateral Agent to the benefit of the Secured
Creditors, as collateral for the Obligations; provided that this
Section 8.13
shall not apply to (i) restrictions and conditions imposed by Requirements of
Law, or by any Loan Document, (ii) restrictions and conditions in any agreement
or contract existing on the Closing Date and any amendments, modifications,
restatements, renewals or replacements thereof that are not more restrictive,
taken as a whole, than the restrictions existing on the Closing Date, (iii)
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary or asset pending such sale; provided, that such
restrictions and conditions apply only to the Subsidiary or asset that is to be
sold and such sale is permitted hereunder, (iv) restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness, (v) customary non-assignment provisions in
any contract, easement or lease (including with respect to leases, restrictions
on sub-letting), (vi) restrictions or conditions contained in any trading,
netting, operating, construction, service, supply, purchase, sale or similar
agreement to which Company or any Subsidiary is a party and which is entered
into in the ordinary course of business; provided, that such agreement prohibits
the encumbrance of solely the property or assets of

     


    
      
         


      

      
        - 115
-

        
          

        

      

      
         


      

    


    Company
or such Subsidiary that are the subject of such agreement, the payment rights
arising thereunder and/or the proceeds thereof and not to any other asset or
property of Company or such Subsidiary or the assets or property of any other
Credit Party or Subsidiary of a Credit Party and (vii) restrictions contained in
documents evidencing Indebtedness existing at the time at which any such Person
first becomes a Subsidiary, so long as such restriction applies only to such
Subsidiary and its assets and was not agreed to or entered into solely in
contemplation of such change in status, and any amendments, modifications,
restatements, renewals or replacements thereof that are not more restrictive,
taken as a whole, than the restrictions existing at the time such Person first
becomes a Subsidiary.

     

    8.14           New
Accounts.  Except with the prior written notice to the
Administrative Agent, no Borrower shall, or shall permit any of its Subsidiaries
to, directly or indirectly, open, maintain or otherwise have any checking,
savings or other accounts at any bank or other financial institution, or any
other account where money is or may be deposited or maintained with any Person,
other than Deposit Accounts, securities accounts and investment accounts that
are subject to a Control Agreement and the other accounts set forth on Schedule
6.24.

     

    8.15           No Excess
Cash.  No Borrower shall, nor shall it permit any of its
Domestic Subsidiaries to, directly or indirectly, maintain in the aggregate in
all of the accounts described in Schedule 6.24, or
otherwise, total cash balances and Cash Equivalents in excess of $15,000,000 for
more than three (3) consecutive Business Days during which any Loans are
outstanding.

     

    8.16           New
Collateral Locations.  No Borrower shall, or shall permit any
of its Subsidiaries to, open or establish any new location within the United
States or Canada unless such Person (a) provides the Administrative Agent with
ten (10) days prior written notice of any such new location, (b) delivers to the
Administrative Agent, duly executed by the appropriate Person(s) where
applicable, such agreements, documents and instruments as the Administrative
Agent shall reasonably require to protect the Administrative Agent’s interest in
the Collateral at such location and (c) delivers to the Administrative Agent
such amendments to Schedule 1.1(a) as
are required to make such disclosures complete and accurate.

     

    8.17           Receivables
Financing Programs.  No Borrower shall, nor shall it permit any
of its Subsidiaries to, sell, pledge, transfer or otherwise dispose of any of
its Accounts, make any Investments or Restricted Payments or incur Indebtedness
in connection with a receivables financing or securitization
program.

     

    ARTICLE IX

     

    


     

    FINANCIAL
COVENANTS

     

    Borrowers
hereby agree that, so long as any Loan
remains outstanding and unpaid or any other amount is owing
to any Lender or Administrative Agent hereunder:

     

    9.1           Minimum
Consolidated Fixed Charge Coverage Ratio.  If a Liquidity Event
occurs and is continuing during any Fiscal Quarter, then the Company shall have
had at the end of the most recently completed four Fiscal Quarter period for
which a Compliance Certificate has

     


    
      
         


      

      
        - 116
-

        
          

        

      

      
         


      

    


    been
delivered pursuant to Section 7.2(a), a
Consolidated Fixed Charge Coverage Ratio of not less than 1.10 to
1.00.

     

    ARTICLE X

     

    EVENTS OF
DEFAULT

     

    10.1           Events of
Default.  Any of the
following events, acts, occurrences or state of facts shall constitute an
“Event of Default” for purposes of this Agreement:

     

    (a)           Failure
to Make Payments When Due. Any Credit Party (i) shall default in the payment
of principal on any of the Loans, or (ii) shall default in the payment of interest on any of the Loans or default in the payment of any fee or any Obligation owing hereunder or under any other Loan Document when due and such default in payment
shall continue for three (3) Business Days;
or

     

    (b)           Representations
and Warranties.  Any
representation or warranty made by any Credit Party
contained in any Loan Document or any document, instrument
or certificate delivered pursuant hereto or thereto shall have been incorrect in
any material respect when made or deemed made, or

     

    (c)           Covenants.  Any Credit Party shall default in the performance or observance of any
term, covenant, condition or agreement on its part to be performed or observed
(i) under Article VIII hereof or Sections 7.3(a), (ii) under Section 7.4, 7.8, or 7.11 and such default
shall continue unremedied for a period of five (5) Business
Days after the earlier of a Responsible Officer of Company becoming aware of such default or written notice to Company by Administrative Agent or any Lender or (iii) under any other term, covenant or agreement contained in this
Agreement and such default shall continue unremedied for a
period of thirty (30) days after the earlier of any Responsible Officer of Company becoming aware
of such default or written notice to Company by Administrative Agent or any Lender;

     

    (d)           Default
Under Other Loan
Documents. Any
Credit Party shall default in the performance or observance
of any term, covenant, condition or agreement on its part to be performed or
observed hereunder or under any Loan Document (and not
constituting an Event of Default under any other clause of
this Section 10.1) and such
default shall continue unremedied for a period of thirty
(30) days after the earlier of any Responsible Officer of
Company becoming aware of such default or written notice thereof has been given to Company by Administrative Agent;
or

     

    (e)           Voluntary
Insolvency, Etc.  Company or any of its Subsidiaries shall become
insolvent or generally fail to pay, or admit in writing its
inability to pay, its debts as they become due, or shall voluntarily commence
any proceeding or file any petition under any bankruptcy, insolvency or similar
law in any jurisdiction or seeking dissolution or reorganization or the
appointment of a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
it or a substantial portion of its property, assets or business or to effect a
plan or other arrangement with its creditors, or shall file any answer admitting
the jurisdiction of the court and the material allegations of an
involuntary

     


    
      
         


      

      
        - 117
-

        
          

        

      

      
         


      

    


    petition
filed against it in any bankruptcy, insolvency or similar proceeding in any
jurisdiction, or shall be adjudicated bankrupt, or shall make a general
assignment for the benefit of creditors, or shall consent to, or acquiesce in
the appointment of, a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
a substantial portion of its property, assets or business, shall call a meeting
of its creditors with a view to arranging a composition or
adjustment  of its debts or shall take any corporate action
authorizing any of the foregoing; or

     

    (f)           Involuntary
Insolvency, Etc.  Involuntary
proceedings or an involuntary petition shall be commenced or filed against
Company or any of its Subsidiaries under
any bankruptcy, insolvency or similar law in any jurisdiction or seeking the
dissolution or reorganization of it or the appointment of a receiver, trustee,
custodian, court appointed monitor, administrator, administrative receiver,
liquidator or other similar official for it or of a substantial part of its
property, assets or business or to effect a plan or other arrangement with its
creditors, or any writ, judgment, warrant of attachment, execution or similar
process shall be issued or levied against a substantial part of its property,
assets or business, and such proceedings or petition shall not be dismissed, or
such writ, judgment, warrant of attachment, execution or similar process shall
not be released, vacated or fully bonded, within sixty (60)
days after commencement, filing or levy, as the case may be,
or any order for relief shall be entered in any such proceeding;
or

     

    (g)           Default
Under Other Agreements.  (i) Any Credit Party shall default in the
payment when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to
the Lenders under the Loan Documents) in excess of $10,000,000 in the aggregate beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created, or (ii) a
default shall occur in the performance or observance of any agreement or
condition to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice of
acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated
maturity or (iii) any such Indebtedness
of any Credit Party shall be declared to be due and payable,
or required to be prepaid other than by a regularly scheduled required payment
or mandatory prepayment arising other than due to the existence of a default,
prior to the stated maturity thereof; or

     

    (h)           Invalidity
of Subordination or Intercreditor Provisions.  The subordination
provisions of any agreement or instrument governing any Permitted Junior Debt,
or any other documents evidencing, guaranteeing or otherwise governing
subordinated Indebtedness or any Indebtedness which refinances such Indebtedness
is for any reason revoked or invalidated, or otherwise ceases to be in full
force and effect, or any provision of the Intercreditor Agreement is for any reason revoked or invalidated or
otherwise ceases to be in full force or effect or any
Person contests in any manner the validity or enforceability
thereof or denies that it has any further liability or obligation thereunder, or
the Loans and the other Obligations
hereunder entitled to receive the benefits of any Loan
Document is for any reason

     


    
      
         


      

      
        - 118
-

        
          

        

      

      
         


      

    


    subordinated
or does not have the priority contemplated by this Agreement or
such lien subordination provisions or Intercreditor Agreement; or

     

    (i)           Judgments. One or more judgments or
decrees shall be entered against any Credit Party involving,
individually or in the aggregate, a liability (to the extent not paid or covered
by an insurance company which has accepted liability in
writing) of $5,000,000 or more and all such judgments or
decrees shall not have been vacated, discharged, satisfied, stayed or bonded
pending appeal within sixty (60) days from the entry
thereof; or

     

    (j)           Security
Documents.  At any time after
the execution and delivery thereof, any of the Security Documents shall cease to be in full force
and effect or shall cease to give Administrative Agent for
the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created
thereby (including, without limitation, a perfected security interest in, and
Lien on, all of the Collateral which the
terms of the applicable Security Document require to be perfected), in favor of
Administrative Agent, superior to and prior to the rights of all third Persons and subject to no other Liens (except
to the extent expressly permitted herein or therein);
or

     

    (k)           Guaranties. Any Guaranty or any provision thereof shall (other than as a result of
the actions taken by Administrative Agent or the Lenders to release such Guaranty) cease to be
in full force and effect in accordance with its terms, or any Guarantor or any Person acting by or on behalf
of such Guarantor shall deny or disaffirm such Guarantor’s obligations under any Guaranty;
or

     

    (l)           Employee
Benefit Plans.  (i) Either (a) any Termination Event shall have occurred, (b) a
trustee shall be appointed by a United States District Court
to administer any Plan or Multiemployer
Plan, (c) the PBGC
institutes proceedings to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (d) Company or any of
its Subsidiaries shall become liable to the PBGC or any other party under Section 4062, 4063 or
4064 of ERISA with
respect to any Plan, or (e) Company
or any of its Subsidiaries fails to make a
deficit reduction contribution required under Code Section 412(l) to any Plan by
the due date for such contribution, and, as of the date thereof or any
subsequent date, the sum of each of the Company’s and its
Subsidiaries’ various liabilities (such liabilities to
include, without limitation, any liability to the PBGC or to any other party under Section 4062, 4063 or 4064 of
ERISA with respect to any Plan, or to any Multiemployer Plan under Section 4201 et seq. of ERISA) as a result of such events listed in subclauses (a) through
(e) of this clause (i) exceeds $10,000,000 in the aggregate;
or (ii) either (a) a foreign
governmental authority has instituted proceedings to terminate a Foreign Pension Plan or a foreign governmental authority has
appointed a trustee to administer any Foreign Pension Plan
in place of the existing administrator, in each case by reason of a distress
termination within the meaning of Section 4041(c) of ERISA, treating such Foreign Pension Plan as if
it were subject to ERISA; or (b) any
Foreign Pension Plan that is required by applicable law to
be funded in a trust or other funding vehicle has failed to comply with such
funding requirements, and, as of the date thereof or as of any subsequent date,
the sum of each of the Company’s and its Subsidiaries’ various liabilities to
any Foreign Pension Plan solely as a result of the
occurrence of such events listed in subclauses (a) and
(c) of this clause (ii) exceeds
$10,000,000 in the aggregate;

     


    
      
         


      

      
        - 119
-

        
          

        

      

      
         


      

    


    (m)           Dissolution.  Any
order, judgment or decree shall be entered against Company
or any of its Subsidiaries decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed
for a period in excess of sixty (60) days; or Company or any
Subsidiaries shall otherwise dissolve or cease to exist
except as specifically permitted by this Agreement;
or

     

    (n)           Change of
Control.  There shall occur a Change of
Control.

     

    If any of the foregoing Events of Default shall
have occurred and be continuing, Administrative Agent, at
the written direction of the Majority Lenders, shall take
one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or
telephonic notice confirmed in writing immediately
thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith
terminate, (ii) by written or oral or
telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company
declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable,
whereupon all such sums shall become and be immediately due and payable without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by Company on behalf of itself and its
Subsidiaries, or (iii) terminate any
Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the
occurrence of any Event of Default specified in Section 10.1(e) or Section
10.1(f) with respect
to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents
in an amount equal to 105% of the Letter of Credit Obligations, to be held as
security by Administrative Agent, and (v) enforce, as Administrative Agent, all of
the Liens and security interests created pursuant to the
Security
Documents.  In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section
10.1(f), the Loans, together with accrued interest thereon, shall become due and
payable forthwith without the requirement of any such acceleration or request,
and without presentment, demand, protest or other notice of any kind, all of
which are expressly waived by Company on behalf of itself
and its Subsidiaries, any provision of this Agreement or any other Loan
Document to the contrary notwithstanding, and other amounts payable by each
Credit Party hereunder shall also become immediately due and
payable all without notice of any kind.

     

    Anything in this Section 10.1 to the contrary
notwithstanding, Administrative Agent shall, at the request
of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so
rescinded and annulled:  (A) all past due interest
and principal, if any, on the Loans and all other sums
payable under this Agreement and the other Loan Documents shall have been duly paid, and
(B) no other Event of Default shall have
occurred and be continuing which shall not have been waived in accordance with
the provision of Section 12.1 hereof.

     

    10.2           Rights
Not
Exclusive. The rights provided for in
this Agreement and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter
arising.

     


    
      
         


      

      
        - 120
-

        
          

        

      

      
         


      

    


    ARTICLE XI

     

    THE ADMINISTRATIVE
AGENT

     

    In this Article XI, the Lenders and Administrative
Agent agree among themselves (and no Credit Party shall have
any rights as a third party beneficiary of such provisions) as
follows:

     

    11.1           Appointment.  Each of the
Lenders hereby appoint DB to act on its
behalf as Administrative Agent hereunder and under all
applicable Security Documents (for purposes of this Agreement, the term
“Administrative Agent” shall include DB in its capacity as Administrative Agent
pursuant to the Security Documents) to act as herein
specified herein and in the other Loan Documents.  Each Lender hereby
irrevocably authorizes and each holder of any Note by the
acceptance of such Note shall be deemed to irrevocably
authorize Administrative Agent to take such action on its
behalf under the provisions hereof, the other Loan Documents (including, without limitation, to
give notices and take such actions on behalf of the Majority
Lenders as are consented to in writing by the Majority
Lenders) and any other instruments, documents and agreements referred to herein or therein and to exercise such powers hereunder and
thereunder as are specifically delegated to Administrative
Agent by the terms hereof and thereof and such other powers
as are reasonably incidental thereto.  Administrative Agent may perform any of its
duties hereunder and under the other Loan
Documents, by or through its officers, directors, agents, employees or
affiliates.

     

    11.2           Nature of
Duties.  Administrative Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement.  The duties of Administrative Agent shall be mechanical and administrative in
nature.  EACH LENDER
HEREBY ACKNOWLEDGES AND AGREES THAT ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT
OF ANY LENDER.  Nothing in
any of the Loan Documents,
expressed or implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of any of
the Loan Documents except as
expressly set forth herein or therein.  Each
Lender shall make its own independent investigation of the
financial condition and affairs of the Credit Parties in
connection with the making and the continuance of the Loans
hereunder and shall make its own appraisal of the credit worthiness of the
Credit Parties, and Administrative Agent
shall have no duty or responsibility, either initially or on a continuing basis,
to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before making of the
Loans or at any time or times thereafter.  Administrative Agent will promptly notify each Lender at any time that the Majority Lenders
have instructed it to act or refrain from acting pursuant to Article X.

     

    11.3           Exculpation,
Rights Etc.  Neither Administrative Agent nor any of its officers, directors, agents
employees or affiliates shall be liable for any action taken or omitted by them
hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct.  Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties
herein or for the execution, effectiveness, genuineness,
validity, enforceability, collectability, or sufficiency of any of the Loan Documents or any other
document or the financial condition of

     


    
      
         


      

      
        - 121
-

        
          

        

      

      
         


      

    


    any Credit Party.  Administrative Agent
shall not be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or any other Document or the
financial condition of any Credit Party, or the existence or
possible existence of any Unmatured Event of Default or
Event of Default unless requested to do so by the Majority
Lenders.  Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals (including the
failure to act or approve) which by the terms of any of the Loan Documents, Administrative Agent is permitted or required to take or to grant,
and if such instructions are requested, Administrative Agent
shall be absolutely entitled to refrain from taking any action or to withhold
any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval
under any of the Loan
Documents until it shall have received such instructions from the Majority Lenders or all Lenders, as
applicable.  Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting, approving or refraining from acting or
approving under any of the Loan Documents in accordance with the instructions of the Majority Lenders or, to the extent required by Section 12.1, all of the
Lenders.

     

    11.4           Reliance. Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any notice, writing, resolution notice, statement,
certificate, order or other document (including any electronic message, internet
or intranet website posting or other distribution) or any telephone, telex,
teletype or telecopier message believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person, and,
with respect to all matters pertaining herein or to any of
the other Loan Documents and its duties
hereunder or thereunder, upon advice of counsel selected by Administrative Agent.

     

    11.5           Indemnification.  To the extent
Administrative Agent is not, for any reason, indefeasibly
reimbursed and indemnified by the Borrowers as required
pursuant to Section 12.4, the Lenders will reimburse and indemnify Administrative Agent, on an after-tax basis, for and against any
and all liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted
against Administrative Agent, acting pursuant hereto in such
capacity in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by Administrative Agent under this Agreement or
any of the other Loan Documents, in
proportion to each Lender’s Proportionate Share of the outstanding Loans; provided, however,
that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from Administrative Agent’s gross negligence or
willful misconduct.  The obligations of the Lenders under this Section 11.5 shall survive
the payment in full of the Notes and the termination of this
Agreement.

     

    11.6           Administrative
Agent In Its
Individual Capacity.  With respect to
its Loans and Commitments, Administrative Agent shall have and may
exercise the same rights and powers hereunder and is subject to the same
obligations and liabilities as and to the extent set forth herein for any other Lender or holder of Obligations.  The terms
“Lenders”, “holder of Obligations” or “Majority Lenders” or any similar terms shall,
unless the context clearly otherwise indicates, include Administrative Agent in its individual capacity as a Lender, one of the Majority Lenders or a holder of Obligations.  Administrative Agent may accept
deposits

     


    
      
         


      

      
        - 122
-

        
          

        

      

      
         


      

    


    from,
lend money to, and generally engage in any kind of banking, trust or other
business with any Credit Party or any Subsidiary or affiliate of any Credit Party as
if it were not acting as Administrative Agent hereunder or
under any other Loan Document, including,
without limitation, the acceptance of fees or other consideration for services
without having to account for the same to any of the Lenders.

     

    11.7           Notice of
Default. Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default hereunder unless Administrative Agent has received written
notice from a Lender or Company referring to this Agreement, describing
such Event of Default or Unmatured Event
of Default and stating that such notice is a “notice of default”.  In
the event that Administrative Agent receives such a notice,
Administrative Agent shall give prompt notice thereof to the
Lenders.

     

    11.8           Holders
of Obligations.  Administrative Agent may deem and treat the
payee of any Obligation as reflected on the books and
records of Administrative Agent as the owner thereof for all
purposes hereof unless and until a written notice of the assignment or transfer thereof shall have
been filed with Administrative Agent pursuant to Section
12.8(c). Any request,
authority or consent of any Person who, at the time of
making such request or giving such authority or consent, is the holder of any
Obligation shall be conclusive and binding on any subsequent
holder, transferee or assignee of such Obligation or of any
Obligation or Obligations granted in
exchange therefor.

     

    11.9           Resignation
by Administrative
Agent.  (a) Administrative Agent
may resign from the performance of all its functions and
duties hereunder at any time by giving fifteen (15) Business
Days’ prior written notice to Company
and the Lenders.  Such resignation shall take
effect upon the acceptance by a successor Administrative
Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.

     

    (b)           Upon
any such notice of resignation, the Majority Lenders shall
appoint a successor Administrative Agent who shall be
satisfactory to Company and shall be an incorporated bank or
trust company.

     

    (c)           If
a successor Administrative Agent shall not have been so
appointed within said fifteen (15) Business Day period,
Administrative Agent, with the consent of Company, may then appoint a successor Administrative Agent who shall serve as Administrative Agent until such time, if any, as the Majority
Lenders, with the consent of Company, appoint a successor
Administrative Agent as provided above.

     

    (d)           If
no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) by the
twentieth (20th) Business Day after the date such notice of
resignation was given by Administrative Agent, Administrative Agent’s resignation shall become effective and the
Majority Lenders shall thereafter perform all the duties of
Administrative Agent hereunder until such time, if any, as
the Majority Lenders, with the consent of Company, appoint a
successor Administrative Agent as provided
above.

     

    11.10                      The Joint
Lead Arrangers, Joint Book Runners and Collateral
Agent.  Notwithstanding any other provision of this Agreement or any provision of any other Loan

     


    
      
         


      

      
        - 123
-

        
          

        

      

      
         


      

    


    Document,
each of the Joint Lead Arrangers, Joint Book Collateral Agent Runners and
Collateral Agent are named as such for recognition purposes only, and in their
respective capacities as such shall have no powers, duties, responsibilities or
liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated
hereby and thereby; it being understood and agreed that the Joint Lead
Arrangers, Joint Book Runners and Collateral Agent shall be entitled to all
indemnification and reimbursement rights in favor of “Agents” as provided for
under Section 11.5.  Without
limitation of the foregoing, none of Joint Lead Arrangers, Joint Book Runners,
Collateral Agent shall, solely by reason of this Agreement
or any other Loan Documents, have any
fiduciary relationship in respect of any Lender or any other
Person.

     

    ARTICLE XII

     

    


     

    MISCELLANEOUS

     

    12.1           No Waiver; Modifications
in
Writing.

     

    (a)           No
failure or delay on the part of Administrative Agent or any
Lender in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.  The remedies
provided for herein are cumulative and are not exclusive of
any remedies that may be available to Administrative Agent or any Lender at law or in
equity or otherwise.  Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged,
terminated or otherwise changed unless such amendment, modification, supplement,
waiver, discharge, termination or other change is in writing
signed by the respective Credit Parties party thereto and
the Majority Lenders, provided that no such
amendment, modification, supplement, waiver, discharge, termination or other
change shall, without the consent of each Lender (other than
a Defaulting Lender) (with Obligations directly affected thereby in the case of the following
clause (i)),

     

    (i)           increase
the percentages in clause (a)(i) or
(a)(ii) of the
definition of the term Borrowing Base to a percentage greater than that in
effect on the Closing Date,

     

    (ii)           extend
the final scheduled maturity of any Loan or Note, or reduce the rate or extend the time of payment of interest
or fees thereon, or reduce the principal amount thereof,

     

    (iii)           release
all or substantially all of the Guarantors or all or
substantially all of the Collateral (except as expressly
provided in the Security
Documents),

     

    (iv)           amend,
modify or waive any provision of this Section 12.1(a), or reduce
the percentage specified in the definition of Majority Lenders;
or

     

    (v)           consent
to the assignment or transfer by any Credit Party of any of
its rights and obligations under this Agreement;

     

    provided, further, that no such
amendment, modification, supplement, waiver, discharge, termination or other
change shall:

     


    
      
         


      

      
        - 124
-

        
          

        

      

      
         


      

    


    (A)           increase
the Commitments of any Lender over the
amount thereof then in effect without the consent of such Lender,

     

    (B)           without
the consent of Administrative Agent, amend, modify or waive
any provision of Article XI
as same applies to Administrative Agent or any other
provisions as same relates to the rights or obligations of Administrative Agent,

     

    (C)           without
the consent of Administrative Agent, amend, modify or waive
any provisions relating to the rights or obligations of Administrative Agent under the other Loan Documents,

     

    provided, however, that any
provision of this Agreement may be amended, modified, supplemented, waived,
discharged terminated or otherwise changed by an agreement in writing signed by
the respective Credit Parties thereto, the Majority Lenders (measured after
giving effect to such amendment, supplement, waiver, discharger or termination)
and Administrative Agent if (a) by the terms of such agreement all Commitments
of each Lender not consenting to the actions therein shall terminate upon the
effectiveness of such agreement and (b) at the time such agreement becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other
Obligations owing to it or accrued for its account under this
Agreement.

     

    (b)           If,
in connection with any proposed change, waiver, discharge or termination of any
of the provisions of this Agreement as contemplated by
clauses (a)(i) through
(iv), inclusive, of the first proviso to the third sentence
of Section 12.1(a), the consent
of the Majority Lenders is obtained but the consent of one
or more of such other Lenders whose consent is required is
not obtained, then Company shall have the right to replace
each such non-consenting Lender or Lenders (or, at the option of Company if the
respective Lender’s consent is required with respect to less
than all Loans, to replace only the respective Loans of the respective non-consenting Lender
which gave rise to the need to obtain such Lender’s
individual consent) with one or more Replacement Lenders
pursuant to Section 4.13 so long as at
the time of such replacement, each such Replacement Lender consents to the proposed amendment, modification,
supplement. waiver, discharge, termination or other change.

     

    12.2           Further
Assurances.  Company agrees, on behalf of itself and its Subsidiaries, to do such further acts and things and to execute and
deliver to Administrative Agent such additional assignments,
agreements, powers and instruments, as Administrative Agent
may reasonably require or deem advisable to carry into
effect the purposes of this Agreement or any of the Loan Documents or to better
assure and confirm unto Administrative Agent it rights, powers and remedies
hereunder.

     

    12.3           Notices,
Etc.  (a) Except where telephonic instructions or
notices are authorized herein to be given (and except as
provided in paragraph (b) below), all notices, demands,
instructions and other communications required or permitted to be given to or
made upon any party hereto or any other Person shall be
in writing and shall be personally delivered or sent by
registered or certified mail, postage prepaid, return receipt requested, or by a
reputable overnight or courier delivery service, or by telecopier, and shall be
deemed to be given for purposes of this 

     


    
      
         


      

      
        - 125
-

        
          

        

      

      
         


      

    


    Agreement
when received or in the case of notice delivered by telecopy, upon completion of
transmission with a copy of such notice also being delivered under any of the
methods provided above, all in accordance with the provisions of this Section
12.3.  Unless
otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this Section 12.3, notices,
demands, instructions and other communications in writing
shall be given to or made upon the respective parties hereto at their respective
addresses (or to their respective telecopier numbers) indicated on Schedule
12.3(a) attached
hereto or, in the case of any Assignee, on its signature
page to its Assignment and
Assumption Agreement and, in the case of telephonic instructions or notices, by
calling the telephone number or numbers indicated for such party on Schedule
12.3(a) attached
hereto or such Assignment and Assumption
Agreement, as the case may be.

     

    (b)           Notices
and other communications to or by the Administrative Agent,
the Lenders and the Facing Agent
hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by Administrative Agent, provided that the
foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by Administrative Agent and the
applicable Lender and, to the extent applicable, the Facing Agent.  Administrative Agent or Company may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that
approval of such procedures may be limited to particular
notices or communications.

     

    Unless Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if such
notice or other communication is sent after 5:00 p.m. (New York City time), such notice or communication shall be deemed
to have been sent at the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.

     

    12.4           Costs and Expenses;
Indemnification.

     

    (a)           Generally.  The Borrowers
agree to pay promptly upon request by Administrative Agent
(or any Lender in connection with any enforcement or
atonement as provided below) (i) all reasonable out of
pocket costs and expenses in connection with the negotiation, preparation,
printing, typing, reproduction, syndication, execution and delivery of this
Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto or other modifications of (or supplements to) any of the
foregoing and any and all other documents and instruments furnished pursuant
hereto or thereto or in connection herewith or therewith (whether or not the transactions contemplated hereby or thereby are consummated),
including without limitation, the reasonable fees and out-of-pocket expenses of
independent public accountants and other outside experts retained by Administrative Agent with Company’s consent (provided that such
consent shall not be required (i) for experts retained prior to the Closing
Date, (ii) for experts who determine eligibility criteria or Net Orderly
Liquidation Values of Accounts

     


    
      
         


      

      
        - 126
-

        
          

        

      

      
         


      

    


    Receivable
or Inventory or (iii) if an Unmatured Event of Default or Event of Default
exists at the time any expert is retained) and of Winston & Strawn LLP,
special counsel to Administrative Agent, and any local counsel
retained by Administrative Agent relative thereto and other
Attorney Costs, in connection with the administration of
this Agreement and the other Loan Documents, and all search fees, appraisal fees and expenses,
title insurance policy fees, costs and expenses and filing and recording fees
and any other Expenses, (ii) all costs and expenses incurred
by the Administrative Agent or any Lender, including the fees, charges and Attorney Costs, in connection with the enforcement or protection of
its rights in connection with this Agreement and the other
Loan Documents, including its rights under
this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.  In addition, the Borrowers shall pay any
and all present and future stamp, transfer, excise and other similar taxes
payable or determined to be payable in connection with the execution and
delivery of this Agreement, any Loan
Document, or the making of any Loan, and each agrees to save
and hold Administrative Agent and each Lender harmless from and against any and all liabilities with
respect to or resulting from any delay by any Borrower in paying, or omission by
any Borrower to pay, such taxes.  Any portion of the foregoing fees,
costs and expenses which remains unpaid more than thirty
(30) days following Administrative Agent’s or any Lender’s statement and request for payment thereof shall bear
interest from the date of such statement and request to the date of payment at
the Default Rate.

     

    (b)           Indemnification.  The Borrowers
will indemnify and hold harmless Administrative Agent and
each Lender and each director, officer, employee, agent and
Affiliate of Administrative Agent and
each Lender (each such Person an “Indemnified Person”
and collectively, the “Indemnified Persons”)
from and against all losses, claims, damages, obligations (including Remedial Actions), expenses or liabilities to which such Indemnified Person may become subject or which
may be asserted against such Indemnified
Person by any third party or by any Credit Party, insofar as
such losses, claims, damages, penalties, obligations (including Remedial Actions), expenses or liabilities (or actions, suits or
proceedings including any inquiry or investigation or claims in respect thereof
(whether or not Administrative Agent or any Lender is a party thereto)) arise out of, in any way relate to, or
result from (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including
any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any violation
of or liability arising under any Environmental Laws or Environmental Permits or
for the Release or threatened Release of
any Contaminants into the environment for which any Borrower or any of its Subsidiaries has any
liability or which occurs upon the Mortgaged Property or
which is related to any Premises or Former Premises of any Borrower or any of
its Subsidiaries or any real property to which Contaminants related to any
Borrower or any of its Subsidiaries came to be located, or by reason of the
imposition of any Environmental Lien or which occurs by a breach of any of the
representations, warranties or covenants relating to environmental matters
contained herein, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable
attorneys’ and consultants’ fees, investigation and laboratory fees, costs
arising from any Remedial Action,

     


    
      
         


      

      
        - 127
-

        
          

        

      

      
         


      

    


    court
costs and litigation expenses, provided that, with respect to any liabilities
arising from acts or failure to act for which any Borrower or any of its Subsidiaries is strictly liable under any Environmental Law or Environmental Permit, any
Borrower’s obligation to each Indemnified Person under
this indemnity shall likewise be without regard to fault on the part of the
Borrowers or any such Subsidiary or (iv)
any claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether brought by a third party or by a Credit Party and regardless of whether any Indemnified Person is a party thereto, and to reimburse each Indemnified Person upon their demand, for any Attorney Costs or other expenses incurred in connection with
investigating, preparing to defend or defending any such loss, claim, damage, liability, action or claim;
provided, however,

     

    (i)           that
no Indemnified Person shall have the right to be so
indemnified hereunder for any loss, claim, damage,
penalties, obligations, expense or liability to the extent it arises or results
from the gross negligence or willful misconduct of such
Indemnified Person as finally determined by a court of
competent jurisdiction; and

     

    (ii)           that
nothing contained herein shall affect the express
contractual obligations of the Lenders to any Credit Party contained herein or in the other
Loan Documents.

     

    If any action, suit or proceeding arising from any of the foregoing
is brought against Administrative Agent, any Lender or any other Person indemnified or
intended to be indemnified pursuant to this Section 12.4, the Borrowers will, if requested by Administrative Agent, any Lender or any such
Indemnified Person, resist and defend such action, suit or
proceeding or cause the same to be resisted and defended by counsel reasonably
satisfactory to the Person or Persons
indemnified or intended to be indemnified.  Each Indemnified Person shall, unless Administrative
Agent, a Lender or other Indemnified
Person has made the request described in the preceding sentence and such request
has been complied with, have the right to employ its own counsel (or (but not as
well as) staff counsel) to investigate and control the defense of any matter
covered by such indemnity and the reasonable fees and expenses of such counsel
shall be at the expense of the indemnifying party.

     

    If the Borrowers shall fail to do any act or thing which it has
covenanted to do hereunder or any representation or warranty on the part of any
Borrower or any of its Subsidiaries contained herein or in any other Loan
Document shall be breached, Administrative Agent may (but shall not be obligated to) do the same or cause it to be
done or remedy any such breach, and may expend its funds for
such purpose, and will use its best efforts to give prompt written notice to Company that it proposes to
take such action.  Any and all amounts so expended by Administrative Agent shall be repaid to it by the Borrowers
promptly upon Administrative Agent’s demand therefor, with
interest at the Default Rate in effect from time to time
during the period including the date so expended by Administrative Agent to the date of repayment.  To the
extent that the undertaking to indemnify, pay or hold harmless Administrative Agent or any Lender as set forth
in this Section 12.4 may be unenforceable because it is violative of any law or public
policy, the Borrowers shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law.  The obligations of the Borrowers under this Section
12.4 shall survive
the termination of this Agreement and the discharge of the
Borrowers’ other Obligations hereunder.

     


    
      
         


      

      
        - 128
-

        
          

        

      

      
         


      

    


    (c)           Waiver of
Consequential Damages, Etc. To the fullest extent
permitted by applicable law, the Borrowers shall not assert,
and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the
proceeds thereof.  No Indemnified Person referred
to in paragraph (b) above shall be liable for any damages
arising from the use by unintended recipients of any information transmission
systems in connection with this Agreement or the other
Loan Documents or the
transactions contemplated hereby or thereby.

     

    12.5           Confirmations.  Each Borrower and each holder of any portion of the Obligations agrees from time to time, upon written request received by it from the other, to confirm to the
other in writing (with a copy of each such confirmation to
Administrative Agent) the aggregate unpaid principal amount
of the Loan or Loans and other Obligations then outstanding.

     

    12.6           Adjustment;
Setoff.

     

    (a)           If
any lender (a “Benefited Lender”)
shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or
proceedings of the nature referred to in Section 10.1(e) or Section
10.1(f) hereof, or otherwise) in a greater proportion than any such payment
to and collateral received by any other Lender in respect of
such other Lender’s Loans or interest
thereon, such Benefited Lender shall
(i) notify Administrative Agent of that
fact and (ii) purchase for cash at face value from the other
Lenders such portion of each such other Lender’s Loans, or shall provide such other
Lenders with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each Lender; provided, however, that (x) if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without interest and
(y) this Section 12.6(a) shall not
apply to (1) any payment made by a Credit Party pursuant to and in accordance with the express terms
of this Agreement or (2) any payment
obtained by a Lender as consideration for
the assignment or sale of a participation to any assignee or participant, other
than to any Credit Party or any Subsidiary thereof.  Company agrees
that each Lender so purchasing a portion of another Lender’s Loans may exercise
all rights of payment (including, without limitation, rights of setoff) with
respect to such portion as fully as if such Lender were the
direct holder of such portion.

     

    (b)           In
addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior
notice to Company or any of its Subsidiaries, any such notice being expressly waived by Company, on behalf of itself and its Subsidiaries, upon the occurrence and during the continuance of an
Event of Default, to setoff and apply against any Obligations, whether matured or unmatured, of Company or any Credit Party to such Lender, any amount owing from such Lender to
Company or any of its Subsidiaries, at
or at any time after, the happening of  any of the above-mentioned
events, and the aforesaid right of setoff may


     


    
      
         


      

      
        - 129
-

        
          

        

      

      
         


      

    


    be
exercised by such Lender against Company or
any Credit Party or against any trustee in bankruptcy,
debtor in possession, assignee for the benefit of creditors, receivers, administrator, administrative receiver, court appointed monitor or
other similar official, or execution, judgment or attachment creditor of Company or any Credit Party, or against anyone
else claiming through or against, Company or any Credit Party or such trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receivers, administrator, administrative receiver, court appointed monitor or
other similar official, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of setoff shall not have been exercised
by such Lender prior to the making, filing or issuance, or
service upon such Lender of, or of notice of, any such
petition, assignment for the benefit of creditors, appointment or application
for the appointment of a receiver, administrator,
administrative receiver, court appointed monitor or other similar official, or
issuance of execution, subpoena, order or warrant.  Each Lender agrees promptly to notify Company and
Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such
notice shall not affect the validity of such setoff and
application.

     

    (c)           Company
expressly agrees, on behalf of itself and its Subsidiaries,
that to the extent Company or any other Credit Party makes a payment or payments and such payment or
payments, or any part thereof, are subsequently invalidated, declared to be
fraudulent or preferential, set aside or are required to be repaid to a trustee,
receiver, administrator, administrative receiver, court
appointed monitor or other similar official, or any other party under any
bankruptcy act, state or federal law, common law or equitable cause in any
jurisdiction, then to the extent of such payment or repayment, the Indebtedness to the Lenders or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if said payment or payments had not been made.

     

    12.7           Execution
in Counterparts; Electronic Execution; Effectiveness.

     

    (a)           This
Agreement may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same Agreement.  Delivery of an executed
counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

     

    (b)           This
Agreement shall become effective on the date (the “Effective
Date”) on which Company and each of the Lenders shall have signed a counterpart of this Agreement (whether the same or different counterparts) and shall
have delivered the same to the Administrative Agent at the
Notice Office (or to Administrative Agent’s counsel as directed by such counsel) or, in
the case of the Lenders, shall have given to Administrative Agent or telephonic (confirmed in writing), written, telex or facsimile notice
(actually received) at such office or the office of Administrative Agent’s counsel that the same has been signed and
mailed to it.  Administrative Agent will give
Company and each Lender prompt written notice of the occurrence of the Effective Date.

     


    
      
         


      

      
        - 130
-

        
          

        

      

      
         


      

    


    12.8           Binding Effect; Assignment;
Addition and Substitution of Lenders.

     

    (a)           This
Agreement shall be binding upon, and inure to the benefit
of, Company and each other Credit Party
hereto, Administrative Agent, the Lenders, all future holders of the Notes and
their respective successors and assigns; provided, however, that Company may not assign its rights or
obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the
prior written consent of Administrative
Agent and all of the Lenders.

     

    (b)           Each
Lender may at any time sell to one or
more banks or other entities (“Participants”)
participating interests in all or any portion of its Commitment and Loans or any other interest of
such Lender hereunder (in respect of any Lender, its “Credit
Exposure”).  In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under
this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof,
and the Credit Parties and Administrative Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement.  At the time of the sale of a participating
interest, the Lender transferring the interest (i) shall cause the Participant to provide the
forms required under Section 2.8(d) as if such
Participant became a Lender on the date
of the sale and (ii) shall, if required under applicable
law, deliver revised forms in accordance Section 2.8(d) reflecting the
portion of the interest sold and the portion of the interest
retained.  Further, the Participant shall be
subject to the obligations of Section 2.8 and Section 4.12 as if such
Participant was a Lender.  Company agrees that if
amounts outstanding under this Agreement
or any of the Loan Documents
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence and during the continuance of an Event of Default, each Participant shall be
deemed to the extent permitted by law to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement and the Loan Documents to the same extent as if the amount of its
participating interest were owing directly to it as a Lender
under this Agreement or any other Loan Document; provided, however, that such
right of setoff shall be subject to the obligation of such Participant to share with the Lenders, and the
Lenders agree to share with such Participant, as provided in Section 12.6.  Company also agrees that each Participant shall
be entitled to the benefits of Section 2.8 and Section 4.12 with
respect to its participation in the Loans outstanding from time to time, as if such Participant becomes a Lender on the date it
acquired an interest pursuant to this Section 12.8(b).  Each
Lender agrees that any agreement between such Lender and any such Participant in respect of
such participating interest shall not restrict such Lender’s
right to approve or agree to any amendment, restatement, supplement or other
modification to, waiver of, or consent under, this Agreement
or any of the Loan Documents
except to the extent that any of the forgoing would (i)
extend the final scheduled maturity of any Loan or Note in which such Participant is participating
or reduce the rate or extend the time of payment of interest or fees on any such
Loan or Note (except in connection with
a waiver of applicability of any post-default increase in interest rates) or
reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect
(it being understood that waivers or modifications of conditions precedent,
covenants, representations, warranties, Events of Default or
Unmatured Events of Default or of a mandatory reduction in
Commitments shall not constitute a change in the terms of
such participation, and that an increase in any Commitment
or Loan shall be permitted without the consent of any Participant if the Participant’s participation
is not increased as a result

     


    
      
         


      

      
        - 131
-

        
          

        

      

      
         


      

    


    thereof),
(ii) consent to the assignment or transfer by Company of any of its rights and obligations under this Agreement or (iii) release all or substantially
all of the Collateral under all of the Security Documents (except as
expressly provided in the Loan Documents) supporting the Loans hereunder
in which such Participant is participating.

     

    (c)           Any
Lender may at any time assign to one or
more Eligible Assignees, including an Affiliate thereof (each an “Assignee”), all or
any part of its Credit Exposure pursuant to an Assignment and Assumption
Agreement, provided that any
assignment of all or any portion of any Lender’s Credit Exposure to an Assignee other than an
Affiliate of such Lender or another
Lender, or in the case of a Lender that
is a Fund, any Related Fund of any
Lender (i) shall be an assignment of its
Credit Exposure in an amount not less than $5,000,000 (treating any Fund and its Related Funds as a single Eligible Assignee) (or if less the entire amount of Lender’s Credit Exposure, provided, that, if
such Lender and its Affiliates (or in
the case of a Fund and its Related
Funds) collectively hold Credit Exposure at least equal to
such minimum amounts, such Affiliates and/or Related Funds must simultaneously assign Credit
Exposure such that the aggregate Credit Exposure assigned
satisfies such minimum amount) and (ii) shall require the
prior written consent of Administrative
Agent (not to be unreasonably withheld) and, provided no Event of Default then exists and is continuing, Company (the consent of Company not to be
unreasonably withheld or delayed; provided, however, that
notwithstanding the foregoing limitations, any Lender may at any time assign all or any part of its Credit Exposure to any Affiliate of such Lender or to any other Lender (or in the case
of a Lender which is a Fund, to any
Related Fund of such Lender).  Upon execution of an Assignment and Assumption Agreement and the payment
of a nonrefundable assignment fee of $3,500 (provided that
no such fee shall be payable upon assignments by any Lender
which is a Fund to one or more Related
Funds) in immediately available funds to Administrative
Agent at its Payment Office in connection
with each such assignment, written notice thereof by such
transferor Lender to Administrative
Agent and the recording by Administrative Agent of such
assignment and the resulting effect upon the Loans of the
assigning Lender and the Assignee, the
Assignee shall have, to the extent of such assignment, the
same rights, benefits and obligations as it would have if it were a Lender hereunder and the holder of the Obligations (provided that Company and Administrative Agent shall be entitled to continue to deal solely
and directly with the assignor Lender in connection with the
interests so assigned to the Assignee until written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee, shall have been given to Company, and
Administrative Agent by the assignor Lender and the Assignee) and, if the Assignee has expressly assumed, for the benefit of Company or any other Credit Party hereto, some
or all of the transferor Lender’s obligations hereunder,
such transferor Lender shall be relieved of its obligations
hereunder to the extent of such assignment and assumption, and except as
described above, no further consent or action by Company,
the Lenders, or Administrative Agent
shall be required.  At the time of each assignment pursuant to this
Section 12.8(c) to a Person which is not already a Lender hereunder,
the respective Assignee shall provide to Company and Administrative Agent the
appropriate forms and certificates as provided in Section 2.8(d), if
applicable.  Each Assignee shall take such Credit Exposure subject to the provisions of this Agreement and to any request made, waiver or consent given or other
action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such
Credit Exposure.  Such Assignment and Assumption Agreement shall
be deemed to amend this Agreement and Annex I hereto,
to  the extent, and only to the extent, necessary to reflect the
addition of such 

     


    
      
         


      

      
        - 132
-

        
          

        

      

      
         


      

    


    Assignee
as a Lender and the resulting adjustment of all or a portion of
the rights and obligations of such transferor Lender under
this Agreement, the Total Commitments,
the determination of its Proportionate Share (rounded to twelve decimal places),
the Loans and any new Notes, if requested, to be issued, at Company’s
expense, to  such Assignee, and no further consent
or action by Company or the Lenders
shall be required to effect such amendments.

     

    (d)           Company
authorizes each Lender to disclose to any Participant, Assignee or permitted pledgee
under clause (e) below (each, a “Transferee”) and any
prospective Transferee any and all financial information in
such Lender’s possession concerning Company and any of its Subsidiaries which has
been delivered to such Lender by Company
pursuant to this Agreement or which has been delivered to
such Lender by Company in connection
with such Lender’s credit evaluation of Company prior to entering into this Agreement,
provided that,
such Transferee or prospective Transferee agrees to treat any such information which is not public
as confidential in accordance with the terms of Section 12.16 hereof.

     

    (e)           Notwithstanding
any other provision set forth in this Agreement, any Lender may at any time pledge or assign all or
any portion of its rights under this Agreement and the other
Loan Documents (including, without
limitation, the Notes held by it,) to any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board without notice to, or the
consent of, any Credit Party, provided that, no
such pledge or assignment of a security interest under this Section
12.8(e) shall release
a Lender from any obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party
hereto.  Any Lender which is a fund may pledge all or any portion of its Notes or
Loans to any holders of obligations or securities issued by
such Lender, including to its trustee for or representative of such
holders.  No such pledge or assignment shall release the transferor
Lender from its obligations hereunder.

     

    12.9           Defaulting
Lender.

     

    (a)           Unless
the Administrative Agent shall have received notice from a Lender, prior to the
time specified in such Section, that such Lender will not make available to the
Administrative Agent a Loan required to be made by it pursuant to Section 2.2 or
its L/C Participation Funding Amount pursuant to Section 3.6(b)(ii),
the Administrative Agent may assume that such Lender has made such amounts
available to the Administrative Agent in accordance with such Sections and the
Administrative Agent in its sole discretion may, in reliance upon such
assumption, make available to the Borrowers or the applicable Issuing Bank a
corresponding amount on behalf of such Lender.

     

    (b)           If
any amount referred to in subsection (a) of this Section 12.9 or
in Section 2.3 is
not made available to the Administrative Agent by a Lender (a “Defaulting Lender”)
and the Administrative Agent has made such amount available to the Borrowers or
an Issuing Bank, the Administrative Agent shall be entitled to recover such
amount on demand from such Defaulting Lender together with interest as
hereinafter provided.  If such Defaulting Lender does not pay such
amount forthwith upon the Administrative Agent’s demand therefore, the
Administrative Agent shall promptly notify the Funds Administrator and the
Borrowers shall immediately (but in no event later than five Business Days after
such demand) pay such amount to the Administrative Agent together with interest
calculated as hereinafter provided.  The Administrative Agent shall
also be entitled to recover from such Defaulting Lender and/or the

     


    
      
         


      

      
        - 133
-

        
          

        

      

      
         


      

    


    Borrowers,
as the case may be, (i) interest on such amount in respect of each day from
the date such corresponding amount was made available by the Administrative
Agent to the Borrowers to the date such amount is recovered by the
Administrative Agent, at a rate per annum equal to either (A) if paid by
such Defaulting Lender, the overnight Federal Funds Rate or (B) if paid by
the Borrowers, the then applicable rate of interest, calculated in accordance
with Section 4.1 or
Section 4.2,
plus
(ii) in each case, an amount equal to any costs (including legal expenses)
and losses incurred as a result of the failure of such Defaulting Lender to
provide such amount as provided in this Agreement.  Nothing herein
shall be deemed to relieve any Lender from its duty to fulfill its obligations
hereunder or to prejudice any rights which the Borrowers or any Issuing Bank,
may have against any Lender as a result of any default by such Lender hereunder,
including the right of the Borrowers to seek reimbursement from any Defaulting
Lender for any amounts paid by the Borrowers under clause (ii) above on
account of such Defaulting Lender’s default.

     

    (c)           i)           Notwithstanding
anything contained herein to the contrary, so long as any Lender is a Defaulting
Lender or has rejected its Commitment, the Administrative Agent shall not be
obligated to transfer to such Lender (A) any payments made by the Borrowers
to the Administrative Agent for the benefit of such Lender or (B) any
amounts contemplated by Section 2.3(b)(i);
and, such Lender shall not be entitled to the sharing of any payments pursuant
to Section 2.9.  Amounts
otherwise payable to such Lender under Section 2.9
shall instead be paid to the Administrative Agent.

     

    (ii)           For
purposes of voting or consenting to matters with respect to the Credit Documents
and determining Proportionate Share, such Defaulting Lender shall be deemed not
to be a “Lender” and such Lender’s Commitment shall be deemed to be zero
(0).

     

    (iii)           This
Section 12.9(c)
shall remain effective with respect to a Defaulting Lender until (a) the
Obligations under this Agreement shall have been declared or shall have become
immediately due and payable or (b) the Majority Lenders, the Administrative
Agent and the Borrowers shall have waived such Lender’s default in
writing.

     

    (iv)           No
Lender’s Commitment shall be increased or otherwise affected, and performance by
the respective Borrowers shall not be excused, by the operation of this Section 12.9(c).  Any
payments of principal or interest which would, but for this subsection (c),
be paid to any Lender, shall be paid to the Lenders who shall not be in default
under their respective Commitments and who shall not have rejected any
Commitment, for application to the Loans then due and payable or to the other
Obligations then due and payable or to provide cash collateral to secure
Obligations not then due and payable in such manner and order as shall be
determined by the Administrative Agent.

     

    12.10                      CONSENT TO JURISDICTION;
MUTUAL WAIVER OF JURY TRIAL.

     

    (a)           ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK SITTING IN NEW YORK, NEW YORK OR COURTS OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH

     


    
      
         


      

      
        - 134
-

        
          

        

      

      
         


      

    


    CREDIT
PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS.  EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH CREDIT PARTY, AT THE ADDRESS PROVIDED FOR IN SECTION
12.3, SUCH SERVICE TO
BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH
MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY IN ANY OTHER
JURISDICTION.

     

    (b)           EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS
REFERRED OF IN CLAUSE (A) ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

     

    (c)           EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR
JURISDICTION, INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT TO ANY MATTER ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

     

    (d)           THIS
AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE,
INCLUDING SECTIONS S-1401 AND S-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF
LAW AND CONFLICTS OF LAWS RULES.

     

    12.11                      Severability
of Provisions.  Any provision of
this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

     

    12.12                      Transfers
of Notes.  In the event that
the holder of any Note (including any Lender) shall transfer such Note, it shall
immediately advise Administrative Agent and
Company 

     


    
      
         


      

      
        - 135
-

        
          

        

      

      
         


      

    


    of such
transfer, and Administrative Agent and Company shall be entitled conclusively to assume that no transfer
of any Note has been made by any holder (including any
Lender) unless and until Administrative Agent and Company shall have
received written notice to the contrary.  Except
as otherwise provided in this Agreement or as otherwise
expressly agreed in writing by all of the other parties
hereto, no Lender shall, by reason of the transfer of a
Note or otherwise, be relieved of any of its obligations
hereunder.  Each transferee of any Note shall take
such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other
action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such
Note, and, except as expressly otherwise provided in such
transfer, Administrative Agent and Company shall be entitled conclusively to assume that the
transferee named in such notice shall hereafter be vested with all rights and
powers under this Agreement with respect to the Proportionate Share of the Loans of the Lender named as the payee of the Note which is
the subject of such transfer.

     

    12.13                      Registry.  Company hereby designates Administrative Agent
to serve as Company’s agent, solely for purposes of this
Section 12.13 to maintain a
register (the “Register”) on which
it will record the Commitments from time to time of each of
the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal
amount of the Loans of each Lender.  Failure to make any such recordation, or any
error in such recordation shall not affect any Credit
Party’s obligations in respect of such Loans.  With respect to any Lender,
the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any
Loan made pursuant to such Commitments
shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent
with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the transferor.  The
registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by
Administrative Agent on the Register
only upon the acceptance by Administrative Agent of a
properly executed and delivered Assignment
and Assumption Agreement pursuant to Section 12.8.  Coincident
with the delivery of such an Assignment and Assumption Agreement to Administrative Agent for acceptance and registration of assignment
or transfer of all or part of a Loan, or as soon thereafter
as practicable, the assigning or transferor Lender shall
surrender any Note evidencing such Loan,
and thereupon, if requested by the assigning or transferor Lender or New Lender, one
or more new Notes in the same aggregate principal amount
then owing to such assignor or transferor Lender shall be
issued to the assigning or transferor Lender and/or the new
Lender.

     

    12.14                      Headings.  The Table of
Contents and Article and Section
headings used in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement.

     

    12.15                      Termination
of Agreement.  This Agreement shall terminate when the Commitments
of each Lender have terminated and all outstanding Obligations and Loans have been indefeasibly paid in full; provided, however, that
the rights and remedies of Administrative Agent and each
Lender with respect to any representation and warranty made
by the Borrowers pursuant to this Agreement or any other Loan
Document, and the indemnification and expense reimbursement provisions contained
in this Agreement and any other Loan Document, shall be continuing and shall survive any
termination of this Agreement or any other Loan Document.

     


    
      
         


      

      
        - 136
-

        
          

        

      

      
         


      

    


    12.16                      Treatment
of Certain Information; Confidentiality.  Each of the Administrative Agent and the Lenders agrees to
maintain the confidentiality of the Information (as defined
below) in accordance with its customary practices for handling such information,
except that information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential), (b) to the extent requested by any regulatory authority purporting
to have jurisdiction over it (including any self-regulatory authority, such as
the National Association of Insurance
Commissioners), (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or the enforcement or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Company or any other Credit Party
and its obligations, (g) with the consent of the Company or (h) to the extent such information
(x) becomes publicly available other than as a result of a
breach of this section or (y) becomes available to the
Administrative Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than
Company.

     

    For
purposes of this Section, “Information” means
all information received from, or on behalf of, Company or
any of its Subsidiaries relating to
Company or any of its Subsidiaries or any of their
respective businesses, other than any such information that is available to the
Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by Company or any
of its Subsidiaries.  Notwithstanding the
foregoing sentence, to the extent necessary to avoid application of Treasury
Regulation section 1.6011-4 (and in particular 1.6011-4(b)(3) with respect
to confidential transactions), any such information shall not be treated as
“Information.”  Any Person required to maintain
the confidentiality of Information as provided in this
Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to its
own confidential information.  In addition, Administrative Agent may disclose to any agency
or organization that assigns standard identification numbers to loan facilities
such basic information describing the facilities provided hereunder as is
necessary to assign unique identifiers (and, if requested, supply a copy of this
Agreement), it being understood that the Person to whom such disclosure is made will be informed of the
confidential nature of  information and instructed to make available
in the course of its business of assigning identification
numbers.

    


    12.17                      Concerning
the Collateral and the Loan Documents.

    


    (a)           Authority.  Each Lender authorizes and directs DB to act as
collateral agent and to enter into the Intercreditor Agreement and the Loan Documents relating to the
Collateral for the benefit of the Lenders and the other secured parties.  Each Lender agrees that any action taken by the Administrative Agent or the Majority Lenders
(or, where required by the express terms, hereof, a
different proportion of the Lenders) in accordance with the
provisions 

     


    
      
         


      

      
        - 137
-

        
          

        

      

      
         


      

    


    hereof or
of the other Loan Documents, and the exercise by
the Administrative Agent or the Majority Lenders (or, where so required, such different proportion)
of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders. Without limiting the
generality of the foregoing, the Administrative Agent shall
have the sole and exclusive right and authority to (i) act
as the disbursing and collecting agent for the Lenders with
respect to all payments and collections arising in connection herewith and with
the Loan Documents relating
to the Collateral; (ii) execute and
deliver each Loan Document
relating to the Collateral and accept delivery of each such
agreement delivered by Company or any of its Subsidiaries, (iii) act as collateral trustee
for the Lenders for purposes stated therein to the extent
such action is provided for under the Loan Documents, provided, however, the Administrative Agent hereby appoints, authorizes and directs each
Lender to act as collateral sub-agent for the Administrative Agent and the Lenders for
purposes of the perfection of all security interests and Liens with respect to Company’s and its Subsidiaries’ respective deposit accounts maintained with, and Cash
and Cash Equivalents held by, such Lender; (iv) manage, supervise and otherwise
deal with the Collateral; (v) take such
action as is necessary or desirable to maintain the perfection and priority of
the security interests and liens created or purported to be created by the
Loan Documents, and (vi) except as may be otherwise specifically
restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the
Administrative Agent or the Lenders with
respect to the Collateral under the Loan Documents relating thereto, applicable law or
otherwise.

     

    (b)           Release of Collateral.

     

    (i)           The
Administrative Agent and the Lenders
hereby direct the Administrative Agent to release, in
accordance with the terms hereof, any Lien held by the Administrative Agent, under
the Security
Documents:

     

    (A)           against
all of the Collateral, upon termination of this Agreement as provided in Section 12.17;

     

    (B)           against
any part of the Collateral sold or disposed of by Company or any of its Subsidiaries to the
extent such sale or disposition is permitted hereby (or
permitted pursuant to a waiver or consent of a transaction otherwise prohibited
hereby);

     

    (C)           against
any Collateral acquired by Company or
any of its Subsidiaries after the Initial Borrowing Date financed with Indebtedness secured by a Lien permitted by
Section 8.1(d);

     

    (D)           so
long as no Event of Default or Unmatured Event of Default
has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of Company, against any part of the Collateral
with a Fair Market Value of less than $5,000,000 in the
aggregate during the term of this Agreement as such Fair
Market Value may be certified to the Administrative Agent by Company in an officer’s
certificate acceptable in form and substance to the Administrative Agent; and

     


    
      
         


      

      
        - 138
-

        
          

        

      

      
         


      

    


    (E)           against
a part of the Collateral which release does not require the
consent of all of the Lenders as set forth in Section
12.1(a)(ii), if such
release is consented to by the Majority Lenders;

     

    provided, however, that (y) Administrative Agent shall not be required
to execute any such document on terms which, in its opinion, would expose it to
liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and
(z) such release shall not in any manner discharge, affect
or impair the Obligations or any Liens
upon (or obligations of any Credit Party in respect of) all
interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any
sale, all of which shall continue to constitute part of the Collateral.

     

    (ii)           Each
of the Lenders hereby directs Administrative Agent to execute and deliver or file such
termination and partial release statements and such other things as are
necessary to release Liens to be released pursuant to this
Section 12.17 promptly upon
the effectiveness of any such release or enter into intercreditor agreements
contemplated or permitted herein.

     

    (c)           No
Obligation.  The Administrative Agent shall not have any obligation whatsoever to
any Lender or to any other Person to
assure that the Collateral exists or is owned by Company or any of its Subsidiaries or is cared
for, protected or insured or has been encumbered or that the Liens granted to the Administrative Agent
herein or pursuant to the Loan Documents have been properly or sufficiently
or lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise at all or in any particular manner or under
any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to Administrative Agent in any of the Loan Documents, it being understood and agreed that
in respect of the Collateral, or any act, omission or event
related thereto, Administrative Agent may act in any manner it may deem appropriate,
in its sole discretion, given the Administrative Agent’s own
interests in the Collateral as one of the Lenders and that the Administrative Agent shall
not have any duty or liability whatsoever to any Lender,
provided, that, notwithstanding the foregoing, the Administrative Agent shall be responsible for its grossly negligent
actions or actions constituting intentional misconduct.

     

    12.18                      Joint and Several Liability
of Borrowers.

     

    (a)           Each
of the Borrowers shall be jointly and severally liable hereunder and under each
of the other Loan Documents with respect to all Obligations, regardless of which
of the Borrowers actually receives the proceeds of the Loans or the benefit of
any other extensions of credit hereunder, or the manner in which the Funds
Administrator, the Borrowers, the Administrative Agent, the Lenders or any of
the Issuing Banks account therefore in their respective books and
records.  In furtherance and not in limitation of the foregoing, (i)
each Borrower's obligations and liabilities with respect to proceeds of Loans
which it receives or Letters of Credit issued for its account, and related fees,
costs and expenses, and (ii) each Borrower's obligations and liabilities arising
as a result of the joint and several liability of the Borrowers hereunder with
respect to proceeds of Loans received by, or Letters of Credit issued for the
account of, any of the other Borrowers, together with the related fees, costs
and expenses, shall be separate and distinct obligations, both of which are
primary obligations of such

     


    
      
         


      

      
        - 139
-

        
          

        

      

      
         


      

    


    Borrower.  Except
as expressly provided in the Loan Documents, neither the joint and several
liability of, nor the Liens granted to the Administrative Agent under the
Security Documents by, any of the Borrowers shall be impaired or released by (A)
the failure of the Administrative Agent, any Lender or any Issuing Bank, any
successors or assigns thereof, or any holder of any Note or any of the
Obligations to assert any claim or demand or to exercise or enforce any right,
power or remedy against the Funds Administrator, any Borrower, any Subsidiary of
any Borrower, any other Person, the Collateral or otherwise; (B) any extension
or renewal for any period (whether or not longer than the original period) or
exchange of any of the Obligations or the release or compromise of any
obligation of any nature of any Person with respect thereto; (C) the surrender,
release or exchange of all or any part of any property (including without
limitation the Collateral) securing payment, performance and/or observance of
any of the Obligations or the compromise or extension or renewal for any period
(whether or not longer than the original period) of any obligations of any
nature of any Person with respect to any such property; (D) any action or
inaction on the part of the Administrative Agent, any Lender or any Issuing
Bank, or any other event or condition with respect to any other Borrower,
including any such action or inaction or other event or condition, which might
otherwise constitute a defense available to, or a discharge of, such Borrower,
or a guarantor or surety of or for any or all of the Obligations; and (E) any
other act, matter or thing (other than payment or performance of the
Obligations) which would or might, in the absence of this provision, operate to
release, discharge or otherwise prejudicially affect the obligations of such
Borrower or any other Borrower.

     

    (b)           Notwithstanding
any provision to the contrary contained herein or in any other of the Loan
Documents, to the extent the joint obligations of a Borrower shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under
any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law) then the Obligations of each
Borrower hereunder shall be limited to the maximum amount that is permissible
under applicable law (whether federal or state and including, without
limitation, the Bankruptcy Code).

     

    (c)           To
the extent that any Borrower shall make a payment under this Section 12.18 of all
or any of the Obligations (other than Loans made to that Borrower for which it
is primarily liable) (a "Guarantor Payment")
that, taking into account all other Guarantor Payments then previously or
concurrently made by any other Borrower, exceeds the amount that such Borrower
would otherwise have paid if each Borrower had paid the aggregate Obligations
satisfied by such Guarantor Payment in the same proportion that such Borrower's
Allocable Amount (as defined below) (as determined immediately prior to such
Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
Borrowers as determined immediately prior to the making of such Guarantor
Payment, then, following indefeasible payment in full in cash of the Obligations
and termination of the Commitments, such Borrower shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each other
Borrower for the amount of such excess, pro rata based upon their respective
Allocable Amounts in effect immediately prior to such Guarantor
Payment.  As of any date of determination, the "Allocable Amount" of
any Borrower shall be equal to the maximum amount of the claim that could then
be recovered from such Borrower under this Section 12.18 without
rendering such claim voidable or avoidable under Section 548 of Chapter 11 of
the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or

     


    
      
         


      

      
        - 140
-

        
          

        

      

      
         


      

    


    common
law.  This Section 12.18(c) is
intended only to define the relative rights of Borrowers and nothing set forth
in this Section
12.18(c) is intended to or shall impair the obligations of
Borrowers,  jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Credit
Agreement, including Section
12.18(a).  Nothing contained in this Section 12.18(c)
shall limit the liability of any Borrower to pay the Loans made directly or
indirectly to that Borrower and accrued interest, Fees and Expenses with respect
thereto for which such Borrower shall be primarily liable.  The
parties hereto acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets of the Borrower to which such contribution and
indemnification is owing.  The rights of the indemnifying Borrowers
against other Credit Parties under this Section 12.18(c)
shall be exercisable upon the full and indefeasible payment of the Obligations
and the termination of the Commitments.

     

    (d)           The
liability of Borrowers under this Section 12.18 is in
addition to and shall be cumulative with all liabilities of each Borrower to
Agent and Lenders under this Credit Agreement and the other Loan Documents to
which such Borrower is a party, without any limitation as to
amount.

     

    12.19                      USA
Patriot Act.  Each Lender
subject to the Patriot Act hereby notifies Borrower that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies Borrower, which information includes the name and
address of Borrower and other information that will allow such Lender to
identify Borrower in accordance with the Patriot Act.

     

    


    [signature pages follow]


    
      
         


      

      
        - 141
-

        
          

        

      

      
         


      

    


    


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

     

    


    TEXAS
PETROCHEMICALS LP

    By:  Texas
Petrochemicals Inc., its General Partner

     

    By: /s/ Ruth I. Dreessen

    Name:  Ruth I. Dreessen

    Title: Chief Financial Officer

    


    TEXAS
BUTYLENE CHEMICAL

    CORPORATION

    


    By:  /s/
Christopher A. Artzer

    Name:  Christopher
A. Artzer

    Title:  Secretary
and General Counsel

    


    


    



    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    LASALLE BANK NATIONAL ASSOCIATION, as Collateral
Agent

     

    By: /s/ Susan Hamilton

    Name:  Susan Hamilton

    Title:  First Vice President


    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    LASALLE
BUSINESS CREDIT, LLC, as Lender

     

    By: /s/
Susan Hamilton

    Name:  Susan
Hamilton

    Title:  First
Vice President

    



    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    WELLS
FARGO FOOTHILL, LLC, as Lender

     

    By: /s/
Rina Shinoda

    Name:  Rina
Shinoda

    Title:  Vice
President

    



    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    NORTH
FORK BUSINESS CAPITAL CORPORATION, as Lender

     

    By: /s/
Robert Wallace

    Name:  Robert
Wallace

    Title:  Vice
President


    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ALLIED
IRISH BANK, P.L.C., as Lender

     

    By: /s/
Martin Chin

    Name:  Martin
Chin

    Title:  Senior
Vice President

    


    


    By: /s/
Derrick Lynch

    Name:  Derrick
Lynch

    Title:  Assistant
Vice President

    



    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

     

    THIS
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of February 10, 2009
(this "Agreement"), is made
by and among Texas Petrochemicals LLC, a Texas limited liability company (“Company”) and Texas
Butylene Chemical Corporation, a Texas corporation ("Texas Butylene" and,
together with Company, each individually referred to herein as a "Borrower" and
collectively as "Borrowers"), and each
of the undersigned Lenders.

     

    W
I T N E S S E T H:

     

    WHEREAS,
the Borrowers, Deutsche Bank Trust Company Americas, acting in its capacity as
administrative agent for the Lenders (the "Agent") and Bank of
America, N.A. (as successor by merger to LaSalle Bank National Association), as
collateral agent for the Lenders (the "Collateral Agent")
and certain financial institutions parties thereto (each, a "Lender";
collectively, the "Lenders") are parties
to that certain Revolving Credit Agreement dated as of June 27, 2006 (as in
effect from time to time, the "Credit
Agreement").

     

    WHEREAS,
the Borrowers have requested certain amendments to the Credit Agreement, and the
Agent and the Lenders are willing to effect such amendments.

     

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

     

    ARTICLE
I DEFINITIONS.  Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings given them in
the Credit Agreement, as amended hereby.

     

    ARTICLE
II AMENDMENTS TO CREDIT
AGREEMENT

     

    (a)           Section
1.1 -- Definitions.  Section 1.1 of
the Credit Agreement is amended as follows:

     

    (i)           Applicable
Margin.  The definition of "Applicable Margin" is hereby
amended by deleting such definition in its entirety and replacing it with the
following:

     

    “Applicable Margin”
shall mean, at any time with respect to any Eurocurrency Loan, 3.50% per annum,
and at any time with respect to any Base Rate Loan, 2.50% per
annum.

    


    (ii)           Applicable
Margin Period.  The definition of "Applicable Margin Period" is
hereby amended by deleting such definition in its entirety.

     

    (iii)           Availability.  The
definition of "Availability" is hereby amended by deleting such definition in
its entirety and replacing it with the following:

     

    “Availability” means
the result of (1) the lesser of (A) the Total Commitments and (B) the
Borrowing Base minus (2) the Availability Block minus (3) Total
Exposure.

    


    (iv)           Availability
Block.  A new defined term “Availability Block” is hereby
inserted in proper alphabetical order to read as follows:

    


    “Availability Block”
shall mean $15,000,000 at all times on or prior to June 30, 2009, $17,500,000
from July 1, 2009 through December 31, 2009 and $20,000,000 at all times on and
after January 1, 2010.

    


     (v)           Borrowing
Base.  The definition of “Borrowing Base” is hereby amended by
inserting a new clause (c) at the conclusion thereof to read as
follows:

    


    (c)           For
purposes of clause (a)(i) above, the Value of Eligible Accounts Receivable at
any time shall be determined by the Administrative Agent based on the Borrowing
Base Certificate most recently delivered pursuant to Section 7.2(g)(i);
provided, that without limiting the generality of clause (b) above, the
Administrative Agent shall be entitled to increase or decrease reserves against
Eligible Accounts Receivable based on increases or decreases in Eligible
Accounts Receivable disclosed in the Borrowing Base Certificates delivered
pursuant to Section 7.2(g)(iii) (it being understood that in no event shall the
Value of Eligible Accounts Receivable as determined from a weekly Borrowing Base
Certificate be more than as determined from the most recently delivered monthly
Borrowing Base Certificate).

    


    (vi)           Liquidity
Event.  The definition of “Liquidity Event” is hereby amended
by deleting the first sentence of such definition in its entirety and replacing
it with the following sentence:

    


    “Liquidity Event”
shall mean the determination by the Administrative Agent that Availability was
less than $20 million for five (5) or more consecutive days.

    


     (vii)                      Majority
Lenders.  The definition of "Majority Lenders" is hereby
amended by deleting such definition in its entirety and replacing it with the
following::

    


    “Majority Lenders”
shall mean, at any time, (i) with respect to any amendment, modification,
supplement, waiver or other change to the definition of “Availability”, the
definition of “Availability Block”, the proviso at the conclusion of Section
2.1(a), or subclause (i)(A) of Section 3.1, those Lenders having more than
66.67% of the aggregate amount of the Commitments or, if the Commitments shall
have expired or been terminated, Lenders having more than 66.67% of the
aggregate amount of the outstanding Exposures and (ii) with respect to all other
matters, those Lenders having more than 50% of the aggregate amount of the
Commitments or, if the Commitments shall have expired or been terminated,
Lenders having more than 50% of the aggregate amount of the outstanding
Exposures; and for this purpose, a Lender’s “Exposure” shall mean (assuming that
any Interim Advances have been settled) the aggregate amount of such Lender’s
outstanding Loans plus such Lender’s
pro rata share (based on Loans) of outstanding Letter of Credit
Obligations.

    


    (b)            Section
2.1 -- Commitments; Delivery of Notes.  Section 2.1 of the
Credit Agreement is hereby amended by restating the proviso appearing at the
conclusion of clause (a) in its entirety as follows:

    


    ;
provided that no such Loan shall be made for the account of any Borrower if
after giving effect to the making of such Loan and the simultaneous application
of the proceeds thereof, (i) the aggregate amount of the Exposure of such
Lender would exceed the Commitment of such Lender or (ii) the Total
Exposure for all Borrowers would exceed (1) the lesser of (A) the Total
Commitments and (B) subject to Section 2.2(b),
the Borrowing Base minus (2) the Availability Block.

    


    (c)           Section
3.1 – Issuance of Letters of Credit.  Section 3.1 is hereby
amended by restating subclause (i) of clause (a) thereof in its entirety as
follows:

    


    (i)           (A) Total
Exposure would exceed (1) the lesser of (a) the Total Commitments and
(b) the Borrowing Base minus (2) the Availability Block or (B) Letter
of Credit Obligations would exceed $30,000,000 or (C) any Lender’s Exposure
would exceed its Commitment;

    


    (d)           Section
7.2(g) – Borrowing Base Certificate.  Section 7.2(g) is hereby
amended by deleting such Section 7.2(g) in its entirety and replacing it with
the following:

    


    (g)           Borrowing
Base Certificate.  (i) Within twelve
(12) Business Days after the last Business Day of each fiscal month, (ii) at the
Administrative Agent’s or Collateral Agent's request upon the occurrence and
during the continuation of an Event of Default, and (iii) within two (2)
Business Days after the last Business Day of each week, a borrowing base
certificate in the form of Exhibit 7.2(g) (the
“Borrowing Base
Certificate”) with all supporting detail as Administrative Agent or the
Collateral Agent may from time to time reasonably require, duly completed,
detailing Company’s understanding as to which Accounts or Inventory constitute
Eligible Accounts Receivable and Eligible Inventory as of (x) with respect to
Accounts, the last day of such fiscal month (in the case of clause (i) above),
such date as the Administrative Agent or the Collateral Agent may specify in
such request (in the case of clause (ii) above) or such week (in the case of
clause (iii) above) and (y) with respect to Inventory, the last day of the most
recently completed fiscal month (in the case of clauses (i) and (iii) above) or
such date as the Administrative Agent or the Collateral Agent may specify in
such request (in the case of clause (ii) above), and certified by the chief
accounting officer or chief financial officer of Company and subject only to
adjustment upon completion of the normal year-end audit of physical inventory.
In addition, each Borrowing Base Certificate shall have attached to it such
additional schedules and/or other information as the Administrative Agent or the
Collateral Agent may reasonably request; and

     

    (e)           Section
9.1 – Fixed Charge Coverage.  Section 9.1 is hereby amended by
deleting such Section 9.1 in its entirety and replacing it with the
following:

    


    9.1           Intentionally
Omitted.

    


    SECTION
3.                                REPRESENTATIONS AND
WARRANTIES

     

    3.1.           Representations
and Warranties.  In order to
induce the Agent and the Lenders to enter into this Agreement, the Borrowers
hereby represent and warrant to the Agent and the Lenders, in each case after
giving effect to this Agreement, as follows:

     

    (a)           Power and
Authority.  Each Borrower has
the power and authority to execute, deliver and perform this Agreement and, in
the case of each Borrower and each Credit Party, all agreements, documents and
instruments executed and delivered pursuant to this Agreement and each Borrower
and each Credit Party has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement and all agreements, documents
and instruments executed and delivered by it pursuant to this Agreement, as the
case may be.

     

    (b)           Binding
Obligation.  This Agreement
has been duly executed and delivered by each Borrower and the Acknowledgement
and Consent (as hereinafter defined) has been duly executed by each Subsidiary
Guarantor, and such documents are the legal, valid and binding obligation of
each such entity a party thereto, enforceable against such entity in accordance
with its terms, except to the extent that the enforcement thereof may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws generally affecting creditors’ rights and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).

     

    (c)           Incorporation
of Representations and Warranties from the Credit Agreement. After giving effect to this
Agreement, the representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct in all material respects on
and as of the Effective Date as though made on such date, except to the extent
that such representations and warranties are expressly made as of a specific
date (in which event such representations and warranties shall have been true
and correct on and as of such specified date).

     

    (d)           No
Violation or Conflict.  Neither
execution, delivery and performance of this Agreement nor the transactions
contemplated hereby will (i) contravene in any material respect any Requirement
of Law, (ii) conflict or be inconsistent with or result in any breach of any of
the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the properties or assets of any Borrower or any
Subsidiary pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other agreement, contract or
instrument, to which a Borrower or any Subsidiary is a party or by which it or
any of its property or assets is bound or to which it may be subject, except for
any such conflict, breach or Lien which would not individually or in the
aggregate reasonably be expected to have a Material Adverse Effect, or
(iii) will violate or conflict with any Organizational Document of any
Credit Party.

     

    (e)           No
Additional Consents Required.  No authorization
or approval or other action by, and no notice to or filing or registration with,
any Governmental Authority or other Person is required in connection with the
execution, delivery and performance of this Agreement and all agreements,
documents and instruments executed and delivered pursuant to this Agreement
other than those obtained and in full force and effect.

     

    (f)           Absence
of Default.  No Default or
Event of Default will exist or be continuing.

     

    (g)           Good
Standing.  On the Effective
Date, each Credit Party is a duly organized and validly existing entity in good
standing in its jurisdiction of incorporation or formation.

     

    SECTION
4.                                CONDITIONS
PRECEDENT

     

    4.1.           Conditions
to Effectiveness of Agreement.  This Agreement
shall become effective upon the date when each of the following conditions
precedent have been satisfied (the "Effective
Date"):

     

    (a)           Execution
and Delivery of Agreement.  Each Borrower and
the Majority Lenders shall have executed and delivered this
Agreement.

     

    (b)           Acknowledgement
and Consent.  The Agent shall
have received an acknowledgement and consent dated the Effective Date in the
form of Exhibit
A attached hereto (the "Acknowledgement and
Consent"), duly executed and delivered by each Subsidiary
Guarantor.

     

    (c)           Fees.  The Borrowers
shall have paid (i) the Amendment Fee (as defined in Section 5) to the Agent for
distribution to the Consenting Lenders (as defined in Section 5) in the manner
set forth in Section 5, (ii) to the Agent all reasonable costs, fees and
expenses (including, without limitation, legal fees and expenses of Winston
& Strawn LLP) payable to the Agent to the extent then invoiced and due and
(iii) all other fees and expenses due and payable to the Agent and/or any of it
affiliates.

     

    (d)             No
Defaults.  After giving
effect to this Agreement, no Default or Event of Default under the Credit
Agreement shall have occurred and be continuing.

    


    (e)           Representations
and Warranties.  After giving
effect to this Agreement, the representations and warranties of the Borrowers
and the other Credit Parties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects on and as of the
Effective Date as though made on such date, except to the extent that such
representations and warranties are expressly made as of a specific date (in
which event such representations and warranties shall have been true and correct
on and as of such specified date).

     

    SECTION
5.  AMENDMENT FEE.  In consideration of the
execution of this Agreement by the Lenders, the Borrowers hereby agree to pay on
the Effective Date to each Lender that executes this Agreement on or prior to
5:00 p.m. New York time on February 10, 2009 (each, a "Consenting Lender"), a
fee (collectively, the "Amendment Fee") in an amount equal to 0.25% multiplied
by such Lender's Commitment.

     

    SECTION
6.                                
MISCELLANEOUS

     

    6.1.           Miscellaneous.  The parties
hereto hereby further agree as follows:

     

    (a)           Counterparts.  This Agreement
may be executed in one or more counterparts, each of which, when executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same document with the same
force and effect as if the signatures of all of the parties were on a single
counterpart, and it shall not be necessary in making proof of this Agreement to
produce more than one (1) such counterpart.

     

    (b)           Headings.  Headings used in
this Agreement are for convenience of reference only and shall not affect the
construction of this Agreement.

     

    (c)           Integration.  This Agreement,
the other agreements and documents executed and delivered pursuant to this
Agreement and the Credit Agreement constitute the entire agreement among the
parties hereto with respect to the subject matter hereof.

     

    (d)           Governing
Law.  THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND THE RIGHTS AND DUTIES OF THE BORROWERS, THE AGENT, EACH ISSUING BANK AND THE
LENDERS UNDER THIS AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION
HEREWITH SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1401, BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

     

     (e)           Binding
Effect.  This Agreement
shall be binding upon and inure to the benefit of and be enforceable by each
Borrower, the Agent and the Lenders and their respective successors and
assigns.  Except as expressly set forth to the contrary herein, this
Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the each Borrower, the Agent and the Lenders and their
respective successors and permitted assigns.

     

    (f)           Limitations.  Except as
expressly provided herein, the execution and delivery of this Agreement shall
not: (a) constitute an extension, modification, or waiver of any aspect of the
Credit Agreement or the other Loan Documents; (b) extend the terms of the Credit
Agreement or the due date of any of the Obligations; (c) give rise to any
obligation on the part of the Agent and the Lenders to extend, modify or waive
any term or condition of the Credit Agreement or any of the other Loan
Documents; or (d) give rise to any defenses or counterclaims to the right of the
Agent and the Lenders to enforce its or their rights and remedies under the
Credit Agreement and the other Loan Documents.

     

    (g)           Reference
to and Effect on the Credit Agreement.  The parties
hereto agree and acknowledge that nothing contained in this Agreement in any
manner or respect limits or terminates any of the provisions of the Credit
Agreement or any of the other Loan Documents other than as expressly set forth
herein and further agree and acknowledge that the Credit Agreement (as amended
hereby) and each of the other Loan Documents remain and continue in full force
and effect and are hereby ratified and confirmed.  Except to the
extent expressly set forth herein, the execution, delivery and effectiveness of
this Agreement shall not operate as an amendment of any rights, power or remedy
of the Lenders or the Agent under the Credit Agreement or any other Loan
Document, nor constitute an amendment of any provision of the Credit Agreement
or any other Loan Document.  On and after the Effective Date each
reference in the Credit Agreement to "this Agreement,"
"hereunder,"
"hereof,"
"herein" or
words of like import, and each reference to the Credit Agreement in the Loan
Documents and all other documents delivered in connection with the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.  Each Borrower acknowledges and agrees that this Agreement
constitutes a "Loan
Document" for purposes of the Credit Agreement.  None of the
terms and conditions of this Agreement may be changed, waived, modified or
varied in any manner, whatsoever, except in accordance with Section 12.1 of the
Credit Agreement.

     

     

    [signature
pages follow]

     


    
      
        
          


          CHI:2210141.7

        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    BORROWERS:

     

    TEXAS
PETROCHEMICALS LLC, as a Borrower

     

    By:    /s/
Ruth I. Dreessen 

    Title:  
Chief Financial Officer

     

    


    TEXAS
BUTYLENE CHEMICAL CORPORATION, as a Borrower

     

    By:   
/s/ Ruth I. Dreessen

    Title:   
Chief Financial Officer

     

    LENDERS:

     

    


     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS

     

    By:   
/s/ Enrique
Landetta               /s/
Marguerite Sutton

    Title:  
Vice
President                           
Director

     

     

     

    BANK OF
AMERICA, N.A.

     

    By: 
/s/ Monirah Masud

    Title:   
Senior Vice President

    


     

    ALLIED
IRISH BANK, P.L.C.

     

    By: 
/s/ Martin
Chen            /s/ Brent
Phillips

    Title: 
Senior Vice President      Vice
President    

     

    


    CAPITAL
ONE LEVERAGE FINANCE CORP., f/k/a North Fork Business Capital
Corporation

     

    By:

    Title:                                                                

     

    


    WACHOVIA
BANK, N.A.

     

    By:   
/s/ M. Galovic Jr.

    Title:  
Director

     

     

    


    WELLS
FARGO FOOTHILL, LLC

     

    By:  
/s/ Rohem Damani

    Title:
Vice President

     

    


    LLOYDS
TSB BANK

     

    By: 
/s/ Windsor R. Davies

    Title: 
Managing Director

     

     

    
      By: 
/s/ Alexander Wilson

      Title: 
Director, Financial Institutions




    
      
        
          Signature
Page to First Amendment to Credit Agreement

          CHI:2210141.7

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    EXHIBIT
A

     

    


     

    FORM
OF

     

    ACKNOWLEDGMENT
AND CONSENT

     

    The
undersigned entities, constituting Subsidiaries of the Borrowers (each, a "Subsidiary
Guarantor"), hereby (a) acknowledge that they have reviewed the terms and
provisions of (i) the Revolving Credit Agreement dated as of June 27, 2006 (as
amended, the "Credit
Agreement"), by and among Texas Petrochemicals LLC, a Texas limited
liability company (“Company”), and Texas
Butylene Chemical Corporation, a Texas corporation ("Texas Butylene" and,
together with Company, each individually referred to herein as a "Borrower" and
collectively as "Borrowers"), the
financial institutions party thereto as Lenders, Deutsche Bank Trust Company
Americas, acting in its capacity as administrative agent (the "Agent") and Bank of
America, N.A. (as successor by merger to LaSalle Bank National Association), as
collateral agent and (ii) the First Amendment to Revolving Credit Agreement (the
"Amendment")
and (b) consent to the amendment of the Credit Agreement pursuant to the
Amendment and the other matters contemplated under the Amendment.

     

    Each
Subsidiary Guarantor hereby acknowledges and agrees that any of the Loan
Documents to which it is a party or otherwise bound shall continue in full force
and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or affected by the execution or
effectiveness of the Amendment.  Each Subsidiary Guarantor represents
and warrants that all representations and warranties applicable to it contained
in the Credit Agreement as amended by the Amendment and the Loan Documents to
which it is a party or otherwise bound are true and correct in all material
respects on and as of the Effective Date (except to the extent that such
representations and warranties are expressly made as of a specific date, in
which event such representations and warranties shall have been true and correct
on and as of such specified date).

     

    Each
Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in the Amendment, each Subsidiary
Guarantor is not required by the terms of the Credit Agreement or any other Loan
Document to consent to the amendment of the Credit Agreement effected pursuant
to the Amendment and (ii) nothing in the Credit Agreement or the Amendment or
any other Loan Document shall be deemed to require the consent of any Subsidiary
Guarantor to any future amendment of the Credit Agreement or any other Loan
Document.

     

    [signature
page follows]


    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


          CHI:1715677.10


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Acknowledgement and Consent to First Amendment to Revolving Credit Agreement to
be duly executed and delivered by its proper and duly authorized officer as of
the ___ day of February, 2009.

     

    


    TP
CAPITAL CORP.

    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

     

    


    TEXAS
OLEFINS DOMESTIC-INTERNATIONAL SALES CORPORATION

    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

     

    


    PORT
NECHES FUELS, LLC

    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

     

    


    


    


     

    


     

    



    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Revolving
Loan Agreement

          


          


          CHI:1715677.10