---



##### 



TABLE OF CONTENTS
 Page1.
    
    CERTAIN DEFINITIONS
    
    
    11.1
    
    
    Certain Definitions
    
    
    11.2
    
    
    Construction
    
    
    251.3
    
    
    Accounting Principles
    
    
    252.
    
    REVOLVING CREDIT AND SWING LOAN FACILITIES
    
    
    262.1
    
    
    Revolving Credit Commitments
    
    
    262.1.1
    
    
    Revolving Credit Loans
    
    
    262.1.2
    
    
    Swing Loan Commitment
    
    
    262.2
    
    
    Nature of Lenders Obligations with Respect to Revolving Credit Loans
    
    
    262.3
    
    
    Commitment Fees
    
    
    262.4
    
    
    [Intentionally Omitted]
    
    
    272.5
    
    
    Revolving Credit Loan Requests; Swing Loan Requests
    
    
    272.5.1
    
    
    Revolving Credit Loan Requests
    
    
    272.5.2
    
    
    Swing Loan Requests
    
    
    272.6
    
    
    Making Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay
Swing Loans
    
    
    282.6.1
    
    
    Making Revolving Credit Loans
    
    
    282.6.2
    
    
    Presumptions by the Administrative Agent
    
    
    282.6.3
    
    
    Making Swing Loans
    
    
    282.6.4
    
    
    Repayment of Revolving Credit Loans
    
    
    292.6.5
    
    
    Borrowings to Repay Swing Loans
    
    
    292.7
    
    
    Notes
    
    
    292.8
    
    
    Use of Proceeds
    
    
    292.9
    
    
    Letter of Credit Subfacility
    
    
    292.9.1
    
    
    Issuance of Letters of Credit
    
    
    292.9.2
    
    
    Letter of Credit Fees
    
    
    302.9.3
    
    
    Disbursements, Reimbursement
    
    
    302.9.4
    
    
    Repayment of Participation Advances
    
    
    322.9.5
    
    
    Documentation
    
    
    322.9.6
    
    
    Determinations to Honor Drawing Requests
    
    
    322.9.7
    
    
    Nature of Participation and Reimbursement Obligations
    
    
    322.9.8
    
    
    Indemnity
    
    
    342.9.9
    
    
    Liability for Acts and Omissions
    
    
    342.9.10
    
    
    Issuing Lender Reporting Requirements
    
    
    362.10
    
    
    Utilization of Commitments in the Optional Currency
    
    
    362.10.1
    
    
    Periodic Computations of Dollar Equivalent Amounts of Revolving
Credit Loans
    
    
    362.10.2
    
    
    Notice From Lenders That Optional Currency is Unavailable to Fund New
Loans
    
    
    362.10.3
    
    
    Notices from Lenders That an Optional Currency is Unavailable to Fund
Renewals of the LIBOR Rate Option
    
    
    362.11
    
    
    Currency Repayments
    
    
    372.12
    
    
    Optional Currency Amounts
    
    
    37
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---



##### 



Page2.13
    
    
    Requests for Additional Optional Currencies
    
    
    382.14
    
    
    Reduction of Revolving Credit Commitment
    
    
    382.15
    
    
    Increase in Revolving Credit Commitments
    
    
    382.15.1
    
    
    Increasing Lenders and New Lenders
    
    
    382.15.2
    
    
    Treatment of Outstanding Loans and Letters of Credit
    
    
    393.
    
    [INTENTIONALLY OMITTED]
    
    
    404.
    
    INTEREST RATES
    
    
    404.1
    
    
    Interest Rate Options
    
    
    404.1.1
    
    
    Revolving Credit Interest Rate Options; Swing Line Interest Rate
    
    
    404.1.2
    
    
    Rate Quotations
    
    
    404.2
    
    
    Interest Periods
    
    
    414.2.1
    
    
    Amount of Borrowing Tranche
    
    
    414.2.2
    
    
    Renewals
    
    
    414.3
    
    
    Interest After Default
    
    
    414.3.1
    
    
    Letter of Credit Fees, Interest Rate
    
    
    414.3.2
    
    
    Other Obligations
    
    
    414.3.3
    
    
    Acknowledgment
    
    
    414.4
    
    
    LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not
Available
    
    
    414.4.1
    
    
    Unascertainable
    
    
    414.4.2
    
    
    Illegality; Increased Costs; Deposits Not Available
    
    
    424.4.3
    
    
    Administrative Agents and Lenders Rights
    
    
    424.5
    
    
    Selection of Interest Rate Options
    
    
    435.
    
    PAYMENTS
    
    
    
    
    435.1
    
    
    Payments
    
    
    435.2
    
    
    Pro Rata Treatment of Lenders
    
    
    435.3
    
    
    Sharing of Payments by Lenders
    
    
    445.4
    
    
    Presumptions by Administrative Agent
    
    
    455.5
    
    
    Interest Payment Dates
    
    
    455.6
    
    
    Voluntary Prepayments
    
    
    455.6.1
    
    
    Right to Prepay
    
    
    455.6.2
    
    
    Replacement of a Lender
    
    
    465.7
    
    
    Mandatory Prepayments; Reduction of Commitments
    
    
    475.7.1
    
    
    Asset Sales
    
    
    475.7.2
    
    
    Equity Issuance
    
    
    475.7.3
    
    
    Debt Incurrence
    
    
    475.7.4
    
    
    Extraordinary Receipt
    
    
    485.7.5
    
    
    Excess Cash Flow
    
    
    485.7.6
    
    
    Application Among Interest Rate Options; Reduction of Commitments
    
    
    495.8
    
    
    Increased Costs
    
    
    495.8.1
    
    
    Increased Costs Generally
    
    
    495.8.2
    
    
    Capital Requirements
    
    
    49
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##### 



Page5.8.3
    
    
    Certificates for Reimbursement; Repayment of
Outstanding Loans; Borrowing of New Loans
    
    
    505.8.4
    
    
    Delay in Requests
    
    
    505.8.5
    
    
    Compensation Deadline
    
    
    505.9
    
    
    Taxes
    
    
    505.9.1
    
    
    Payments Free of Taxes
    
    
    505.9.2
    
    
    Payment of Other Taxes by the Borrower
    
    
    515.9.3
    
    
    Indemnification by the Borrower
    
    
    515.9.4
    
    
    Evidence of Payments
    
    
    515.9.5
    
    
    Status of Lenders
    
    
    515.10
    
    
    Indemnity
    
    
    525.11
    
    
    Settlement Date Procedures
    
    
    535.12
    
    
    Currency Fluctuations
    
    
    535.13
    
    
    Judgment Currency
    
    
    535.13.1
    
    
    Currency Conversion Procedures for Judgments
    
    
    535.13.2
    
    
    Indemnity in Certain Events
    
    
    546.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    546.1
    
    
    Representations and Warranties
    
    
    546.1.1
    
    
    Organization and Qualification; Power
and Authority; Compliance With Laws; Title to
Properties; Event of Default
    
    
    546.1.2
    
    
    Subsidiaries and Owners; Investment Companies
    
    
    546.1.3
    
    
    Validity and Binding Effect
    
    
    556.1.4
    
    
    No Conflict; Material Agreements; Consents
    
    
    556.1.5
    
    
    Litigation
    
    
    556.1.6
    
    
    Financial Statements
    
    
    566.1.7
    
    
    Margin Stock
    
    
    566.1.8
    
    
    Full Disclosure
    
    
    566.1.9
    
    
    Taxes
    
    
    576.1.10
    
    
    Patents, Trademarks, Copyrights, Licenses, Etc.
    
    
    576.1.11
    
    
    Liens in the Collateral
    
    
    576.1.12
    
    
    Insurance
    
    
    576.1.13
    
    
    ERISA Compliance
    
    
    576.1.14
    
    
    Environmental Compliance
    
    
    586.1.15
    
    
    Solvency
    
    
    586.2
    
    
    Updates to Schedules
    
    
    587.
    
    CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
    
    
    587.1
    
    
    First Loans and Letters of Credit
    
    
    587.1.1
    
    
    Deliveries
    
    
    587.1.2
    
    
    Payment of Fees
    
    
    607.2
    
    
    Each Loan or Letter of Credit
    
    
    608.
    
    COVENANTS
    
    
    608.1
    
    
    Affirmative Covenants
    
    
    608.1.1
    
    
    Preservation of Existence, Etc.
    
    
    608.1.2
    
    
    Payment of Liabilities, Including Taxes, Etc.
    
    
    608.1.3
    
    
    Maintenance of Insurance
    
    
    60
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##### 



Page8.1.4
    
    
    Maintenance of Properties and Leases
    
    
    618.1.5
    
    
    Visitation Rights
    
    
    618.1.6
    
    
    Keeping of Records and Books of Account
    
    
    618.1.7
    
    
    Compliance with Laws; Use of Proceeds
    
    
    618.1.8
    
    
    Further Assurances
    
    
    618.1.9
    
    
    Anti-Terrorism Laws
    
    
    628.1.10
    
    
    Grant of Mortgage Collateral
    
    
    628.1.11
    
    
    Minimum Borrower and Guarantor
Consolidated Total Operating Income and Consolidated Total Assets
    
    
    628.1.12
    
    
    Modification to Fixed Charge
Coverage Ratio
    
    
    628.2
    
    
    Negative Covenants
    
    
    628.2.1
    
    
    Liens
    
    
    628.2.2
    
    
    Disposition of Assets
    
    
    648.2.3
    
    
    Consolidations and Mergers
    
    
    658.2.4
    
    
    Loans and Investments
    
    
    658.2.5
    
    
    Limitation on Indebtedness
    
    
    668.2.6
    
    
    Consolidated Net Worth
    
    
    668.2.7
    
    
    Fixed Charge Coverage Ratio
    
    
    668.2.8
    
    
    Leverage Ratio
    
    
    668.2.9
    
    
    Sale/Leasebacks
    
    
    668.2.10
    
    
    Transactions with Affiliates
    
    
    668.2.11
    
    
    Use of Proceeds
    
    
    668.2.12
    
    
    Guarantees
    
    
    668.2.13
    
    
    Restricted Payments
    
    
    678.2.14
    
    
    ERISA
    
    
    678.2.15
    
    
    Change in Business
    
    
    678.2.16
    
    
    Accounting Changes
    
    
    678.2.17
    
    
    Amendment and Waivers of Subordinated Debt
    
    
    688.2.18
    
    
    Capital Expenditures
    
    
    688.2.19
    
    
    Senior Note Documents
    
    
    688.3
    
    
    Reporting Requirements
    
    
    688.3.1
    
    
    Quarterly Financial Statements
    
    
    688.3.2
    
    
    Annual Financial Statements
    
    
    698.3.3
    
    
    Certificate of the Borrower
    
    
    698.3.4
    
    
    Notices
    
    
    699.
    
    DEFAULT
    
    
    
    
    709.1
    
    
    Events of Default
    
    
    709.1.1
    
    
    Payments Under Loan Documents
    
    
    709.1.2
    
    
    Breach of Warranty
    
    
    709.1.3
    
    
    Breach of Negative Covenants or Visitation Rights
    
    
    709.1.4
    
    
    Breach of Other Covenants
    
    
    709.1.5
    
    
    Defaults in Other Agreements or Indebtedness
    
    
    709.1.6
    
    
    Final Judgments or Orders
    
    
    719.1.7
    
    
    Loan Document Unenforceable
    
    
    719.1.8
    
    
    Uninsured Losses; Proceedings Against Assets
    
    
    719.1.9
    
    
    Events Relating to Plans and Benefit Arrangements
    
    
    719.1.10
    
    
    Change of Control
    
    
    719.1.11
    
    
    Relief Proceedings
    
    
    719.2
    
    
    Consequences of Event of Default
    
    
    72
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##### 



Page9.2.1
    
    
    Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings
    
    
    729.2.2
    
    
    Bankruptcy, Insolvency or Reorganization Proceedings
    
    
    729.2.3
    
    
    Set-off
    
    
    729.2.4
    
    
    Application of Proceeds
    
    
    7310.
    
    THE ADMINISTRATIVE AGENT
    
    
    7310.1
    
    
    Appointment and Authority
    
    
    7310.2
    
    
    Rights as a Lender
    
    
    7310.3
    
    
    Exculpatory Provisions
    
    
    7310.4
    
    
    Reliance by Administrative Agent
    
    
    7410.5
    
    
    Delegation of Duties
    
    
    7410.6
    
    
    Resignation of Administrative Agent
    
    
    7410.7
    
    
    Non-Reliance on Administrative Agent and Other Lenders
    
    
    7510.8
    
    
    No Other Duties, etc.
    
    
    7610.9
    
    
    Administrative Agents Fee
    
    
    7610.10
    
    
    Authorization to Release Collateral and Guarantors
    
    
    7610.11
    
    
    No Reliance on Administrative Agents Customer Identification Program
    
    
    7611.
    
    MISCELLANEOUS
    
    
    7611.1
    
    
    Modifications, Amendments or Waivers
    
    
    7611.1.1
    
    
    Increase of Commitment
    
    
    7711.1.2
    
    
    Extension of Payment; Reduction of Principal Interest or Fees;
Modification of Terms of Payment
    
    
    7711.1.3
    
    
    Release of Collateral or Guarantor
    
    
    7711.1.4
    
    
    Miscellaneous
    
    
    7711.2
    
    
    No Implied Waivers; Cumulative Remedies
    
    
    7711.3
    
    
    Expenses; Indemnity; Damage Waiver
    
    
    7711.3.1
    
    
    Costs and Expenses
    
    
    7711.3.2
    
    
    Indemnification by the Borrower
    
    
    7811.3.3
    
    
    Reimbursement by Lenders
    
    
    7911.3.4
    
    
    Waiver of Consequential Damages, Etc.
    
    
    7911.3.5
    
    
    Payments
    
    
    7911.4
    
    
    Holidays
    
    
    7911.5
    
    
    Notices; Effectiveness; Electronic Communication
    
    
    7911.5.1
    
    
    Notices Generally
    
    
    7911.5.2
    
    
    Electronic Communications
    
    
    8011.5.3
    
    
    Change of Address, Etc.
    
    
    8011.6
    
    
    Severability
    
    
    8011.7
    
    
    Duration; Survival
    
    
    8011.8
    
    
    Successors and Assigns
    
    
    8111.8.1
    
    
    Successors and Assigns Generally
    
    
    8111.8.2
    
    
    Assignments by Lenders
    
    
    8111.8.3
    
    
    Register
    
    
    8311.8.4
    
    
    Participations
    
    
    8311.8.5
    
    
    Limitations upon Participant Rights Successors and Assigns Generally.
    
    
    8311.8.6
    
    
    Certain Pledges; Successors and Assigns Generally
    
    
    8411.9
    
    
    Confidentiality
    
    
    84
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##### 



Page11.9.1
    
    
    General
    
    
    8411.9.2
    
    
    Sharing Information With Affiliates of the Lenders
    
    
    8411.10
    
    
    Counterparts; Integration; Effectiveness
    
    
    8411.10.1
    
    
    Counterparts; Integration; Effectiveness
    
    
    8411.11
    
    
    CHOICE OF LAW; SUBMISSION TO JURISDICTION;
   WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
    
    
    8511.11.1
    
    
    Governing Law
    
    
    8511.11.2
    
    
    SUBMISSION TO JURISDICTION
    
    
    8511.11.3
    
    
    WAIVER OF VENUE
    
    
    8611.11.4
    
    
    SERVICE OF PROCESS
    
    
    8611.11.5
    
    
    WAIVER OF JURY TRIAL
    
    
    8611.12
    
    
    USA Patriot Act Notice
    
    
    8611.13
    
    
    Joinder of Loan Party
    
    
    86
 vi




---



##### 



LIST OF SCHEDULES AND EXHIBITS
 SCHEDULESSCHEDULE 1.1(A)
    
    -
    
    PRICING GRIDSCHEDULE 1.1(B)
    
    -
    
    COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICESSCHEDULE 2.9
    
    -
    
    LETTERS OF CREDITSCHEDULE 6.1.1
    
    -
    
    QUALIFICATIONS TO DO BUSINESSSCHEDULE 6.1.2
    
    -
    
    SUBSIDIARIESSCHEDULE 6.1.5
    
    -
    
    LITIGATIONSCHEDULE 6.1.14
    
    -
    
    ENVIRONMENTAL DISCLOSURESSCHEDULE 7.1.1
    
    -
    
    OPINION OF COUNSELSCHEDULE 8.1.3
    
    -
    
    INSURANCE REQUIREMENTS RELATING TO COLLATERALSCHEDULE 8.2.1
    
    -
    
    PERMITTED LIENSSCHEDULE 8.2.5
    
    -
    
    PERMITTED INDEBTEDNESSSCHEDULE
8.2.12
    
    -
    
    PERMITTED GUARANTEESEXHIBITSEXHIBIT 1.1(A)
    
    -
    
    ASSIGNMENT AND ASSUMPTION AGREEMENTEXHIBIT 1.1(G)(1)
    
    -
    
    GUARANTOR JOINDEREXHIBIT 1.1(G)(2)
    
    -
    
    GUARANTY AGREEMENTEXHIBIT 1.1(I)(1)
    
    -
    
    INDEMNITYEXHIBIT 1.1(N)(1)
    
    -
    
    REVOLVING CREDIT NOTEEXHIBIT 1.1(N)(2)
    
    -
    
    SWING LOAN NOTEEXHIBIT 1.1(S)
    
    -
    
    SECURITY AGREEMENTEXHIBIT 2.5.1
    
    -
    
    LOAN REQUESTEXHIBIT 2.5.2
    
    -
    
    SWING LOAN REQUESTEXHIBIT 2.15
    
    -
    
    LENDER JOINDEREXHIBIT 8.3.3
    
    -
    
    QUARTERLY COMPLIANCE CERTIFICATE
 vii




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##### 



AMENDED AND RESTATED CREDIT AGREEMENT
 Agreement Borrower Administrative Agent
 Existing Credit
Agreement
  CERTAIN DEFINITIONS
 Certain Definitions.
 Acquisition
 Administrative Agent
 Administrative Agents Fee
 Administrative Agents Letter
 Affiliate




---



##### 



Anti-Terrorism Laws
 Applicable Commitment Fee Rate Schedule 1.1(A)
 Applicable Letter of Credit Fee Rate Schedule 1.1(A)
 Applicable Margin
 Schedule 1.1(A)
 Schedule 1.1(A)
 Approved Fund
 Asset Sale
 Assignment and Assumption Agreement Exhibit 1.1(A)
 Authorized Officer
 -2-




---



##### 



Base Rate plus plus
 Base Rate Option
 Borrower
 Borrowing Date
 Borrowing Tranche
 Business Day
 Calyon Term Loan
 Capital Expenditure
 Capital Lease
 -3-




---



##### 



Capitalized Lease Obligations
 Change in Law
 Change of Control
 Closing Date
 Code
 Collateral
 Collateral Agent
 Collateral Documents
 Commitment Commitments
 Commitment Fee
 Compliance Certificate
 Computation Date
 Consolidated EBITDA
 -4-




---



##### 



Consolidated Indebtedness
 Consolidated Interest Expense
 Consolidated Net Income
        Consolidated Net Worth
 Consolidated
Total Operating Income
 -5-




---



##### 



Consolidated
Total Assets
 Continuing Member
 Creditor
 Daily LIBOR Rate minus
 Debtor Relief Laws
 Defaulting Lender
 Dividends
 Dollar, Dollars, U.S. Dollars $
 Dollar Equivalent
 -6-




---



##### 



Domestic Subsidiary
 Drawing Date
 Environmental Laws
 Equity Interest
 Equivalent Amount Reference Currency Equivalent Currency
 Equivalent Currency
 ERISA
 ERISA Affiliate
 ERISA Event
 -7-




---



##### 



ERISA Group
 Event of Default
 Excess Cash Flow
 Excluded Taxes
 -8-




---



##### 



Executive Order No. 13224
 Existing Credit Agreement
 Expiration Date
 Extraordinary Receipt provided however
 Federal Funds Effective Rate provided
 Federal Funds Open Rate Alternate
Source
 -9-




---



##### 



Fixed Charge Coverage Ratio
 Foreign Lender
 Foreign Subsidiary
 GAAP
 Guarantor
 Guarantor Joinder Exhibit 1.1(G)(1).
 Guaranty Guarantees
 -10-




---



##### 



Guaranty Agreement Exhibit 1.1(G)(2)
 Inactive Subsidiary
 Increasing Lender
 Indebtedness
          -11-




---



##### 



Indemnified Taxes
 Indemnitee
 Indemnity Exhibit 1.1(I)(1)
 Internal Control Event
 Information provided
 Insolvency Proceeding
 Intercreditor Agreement
 -12-




---



##### 



inter alia
 Interest Period
 Interest Rate Hedge
 Interest Rate Option
 IRS
 Issuing Lender
 Joint Venture
 Law
 Lender Provided Interest Rate Hedge
 -13-




---



##### 



Lenders Schedule 1.1(B)
 Letter of Credit
 Letter of Credit Borrowing
 Letter of Credit Fee
 Letter of Credit Obligation plus
 Letter of Credit Sublimit
 Leverage Ratio provided however
 LIBOR Rate
  -14-




---



##### 



London interbank offered rates quoted by BloombergLIBOR Rate
    
    =
    
    or appropriate successor as shown on Bloomberg Page BBAM11.00 - LIBOR Reserve Percentage
 LIBO Rate
 LIBOR Rate
    
    =
    
    LIBO Rate1 - LIBOR Rate Reserve Percentage
  -15-




---



##### 



LIBOR Rate Option
 LIBOR Reserve Percentage Eurocurrency Liabilities
 Lien
 Loan Documents
 Loan Parties
 Loan Request
 Loans Loan
 Majority Creditors
 Material Adverse Change
 -16-




---



##### 



Month
 Mortgage Instrument has the meaning specified in Section 8.1.10.
 Mortgaged Property has the meaning specified in Section 8.1.10.
 Multiemployer Plan
 Net Cash Proceeds
   New Lender
 Non-Consenting Lender
 -17-




---



##### 



Noteholders
 Note Purchase Agreements
 Notes Exhibit
1.1(N)(1)
 Obligation(s)
 Official Body
 Optional Currency
 Original Currency
 Other Currency
 Other Lender Provided Financial Service Product
 -18-




---



##### 



Other Taxes
 Overnight Rate
 Participant
 Participation Advance
 Payment Date
 Payment In Full
 PBGC
 Pension Plan
 Permitted Acquisition
 -19-




---



##### 



Permitted Investments
     Permitted Liens
 Person
 Plan
 PNC
 Potential Default
 Prime Rate
 Principal Office
 -20-




---



##### 



Prior Security Interest
 Pro Forma Basis
 Published Rate The Wall
Street Journal Money Rates
 Purchase Money Security Interest
 Ratable Share
 Redeemable Stock
 Reimbursement Obligation
 Reinvestment Property
 Related Parties
 Relief
Proceeding
 -21-




---



##### 



Required Lenders
 Required Share
 Restricted Payments
 Revolving Credit Commitment Schedule 1.1(B) Revolving Credit Commitments
 Revolving Credit Loans Revolving Credit Loan
 Revolving Facility Usage
 Securities Laws
 Security Agreement Exhibit 1.1(S)
 Senior Note Documents
 -22-




---



##### 



Senior Secured Obligations
 Settlement Date
 Solvent
 Specified Event
 Standard & Poors
 Statements Historical
Statements
 Stock Redemptions
 Subordinated Debt
 Subsidiary
 -23-




---



##### 



Subsidiary Equity Interests
 Swing Loan Commitment
 Swing Loan Note Exhibit 1.1(N)(2)]
 Swing Loan Request
 Swing Loans Swing Loan
 Synthetic Lease Obligation
 Taxes
 Treasury Stock Purchase
 USA Patriot Act
 Voting Equity Interests
 -24-




---



##### 



Wholly-Owned Subsidiary
 Construction. Eastern Time
 Accounting Principles. provided however provided that
 -25-




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##### 



REVOLVING CREDIT AND SWING LOAN FACILITIES
 Revolving Credit Commitments.
 Revolving Credit Loans. provided
 Swing Loan Commitment. Swing
Loans Swing Loan Commitment
 Nature of Lenders Obligations with Respect to Revolving Credit Loans.
 Commitment Fees. Commitment Fee
 -26-




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provided however provided further
 [Intentionally Omitted].
 Revolving Credit Loan Requests; Swing Loan Requests.
 Revolving Credit Loan Requests. Exhibit 2.5.1 Loan Request
 Swing Loan Requests Exhibit 2.5.2 Swing Loan Request
 -27-




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##### 



Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative
Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans.
 Making Revolving Credit Loans. provided
 Presumptions by the Administrative Agent.
 Making Swing Loans
 -28-




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Repayment of Revolving Credit Loans.
 Borrowings to Repay Swing Loans provided
 Notes.
 Use of Proceeds.
 Letter of Credit Subfacility.
 Issuance of Letters of Credit. Letter of Credit
 -29-




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##### 



Letter of Credit Sublimit
 Schedule 2.9
  Letter of Credit Fees Letter of Credit Fee
 Disbursements, Reimbursement
 -30-




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##### 



Reimbursement
Obligation Drawing Date
  Letter of Credit
Borrowing
 -31-




---



##### 



Participation
Advance
 Repayment of Participation Advances.
   Documentation.
 Determinations to Honor Drawing Requests.
 Nature of Participation and Reimbursement Obligations.
 -32-




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##### 



-33-




---



##### 



Indemnity.
 Liability for Acts and Omissions.
 -34-




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##### 



Order
  -35-




---



##### 



Issuing Lender Reporting Requirements.
 Utilization of Commitments in the Optional Currency.
 Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans Computation Date
 Notice From Lenders That Optional Currency is Unavailable to Fund New Loans
 Notices from Lenders That an Optional Currency is Unavailable to Fund Renewals of
the LIBOR Rate Option
 -36-




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Currency Repayments provided however
 Optional Currency Amounts
 -37-




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##### 



Requests for Additional Optional Currencies
 Reduction of Revolving Credit Commitment
 Increase in Revolving Credit Commitments
 Increasing Lenders and New Lenders Increasing Lender New Lender
 No Obligation to Increase
 Defaults
 Aggregate Revolving Credit Commitments
 -38-




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Minimum Revolving Credit Commitments
 Resolutions; Opinion
 Notes
 Approval of New Lenders
 Increasing Lenders
 New LendersJoinder Exhibit 2.15
 Treatment of Outstanding Loans and Letters of Credit
 Repayment of Outstanding Loans; Borrowing of New Loans provided
 Outstanding Letters of Credit. Repayment of Outstanding Loans; Borrowing of New
Loans
 -39-




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##### 



[INTENTIONALLY OMITTED]
 INTEREST RATES
 Interest Rate Options. provided provided further
 Revolving Credit Interest Rate Options; Swing Line Interest Rate.
 Revolving Credit Base Rate Option
 Revolving Credit LIBOR Rate Option
  Rate Quotations.
 -40-




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##### 



Interest Periods.
 Amount of Borrowing Tranche.
 Renewals.
 Interest After Default.
 Letter of Credit Fees, Interest Rate.
 Other Obligations.
 Acknowledgment.
 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.
 Unascertainable.
 -41-




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##### 



Illegality; Increased Costs; Deposits Not Available.
    Administrative Agents and Lenders Rights.
 -42-




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##### 



Selection of Interest Rate Options.
 PAYMENTS
 Payments. provided
 Pro Rata Treatment of Lenders.
 -43-




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##### 



Sharing of Payments by Lenders. provided
     -44-




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##### 



Presumptions by Administrative Agent.
 Interest Payment Dates.
 Voluntary Prepayments.
 Right to Prepay.
   -45-




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##### 



Replacement of a Lender. provided
     -46-




---



##### 



Mandatory Prepayments; Reduction of Commitments.
 Asset Sales.
 Equity Issuance.
 Debt Incurrence.
 -47-




---



##### 



Extraordinary Receipt.
 Excess Cash Flow.
 -48-




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##### 



Application Among Interest Rate Options; Reduction of Commitments.
 Increased Costs.
 Increased Costs Generally.
     Capital Requirements.
 -49-




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##### 



Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
Loans.
 Delay in Requests. provided
 Compensation Deadline.
 Taxes.
 Payments Free of Taxes. provided
 -50-




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##### 



Payment of Other Taxes by the Borrower.
 Indemnification by the Borrower.
 Evidence of Payments.
 Status of Lenders.
 -51-




---



##### 



Indemnity.
   -52-




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##### 



Settlement Date Procedures Required
Share
 Currency Fluctuations
 Judgment Currency
 Currency Conversion Procedures for Judgments Original Currency Other Currency
 -53-




---



##### 



Indemnity in Certain Events
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties.
 Organization and Qualification; Power and Authority; Compliance With Laws; Title to
Properties; Event of Default. Schedule 6.1.1
 Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 Subsidiary Equity
Interests
 -54-




---



##### 




 Validity and Binding Effect.
 No Conflict; Material Agreements; Consents.
 Litigation. Schedule 6.1.5
 -55-




---



##### 



Financial Statements.
 Historical Statements Statements
 Accuracy of Financial Statements ,
 Margin Stock.
 Full Disclosure.
 -56-




---



##### 



Taxes.
 Patents, Trademarks, Copyrights, Licenses, Etc.
 Liens in the Collateral.
 Insurance.
 ERISA Compliance
  -57-




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##### 



Environmental Compliance. Schedule 6.1.14
 Solvency.
 Updates to Schedules.
 CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
  First Loans and Letters of Credit.
 Deliveries.
  -58-




---



##### 



Schedule 7.1.1
       -59-




---



##### 



Payment of Fees.
 Each Loan or Letter of Credit.
 COVENANTS
 Affirmative Covenants
 Preservation of Existence, Etc.
 Payment of Liabilities, Including Taxes, Etc.
 Maintenance of Insurance.
 -60-




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##### 



Schedule 8.1.3
 Maintenance of Properties and Leases.
 Visitation Rights. provided
 Keeping of Records and Books of Account.
 Compliance with Laws; Use of Proceeds. provided
 Further Assurances.
 -61-




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##### 



Anti-Terrorism Laws.
 Grant of Mortgage Collateral Mortgage Instrument Mortgaged Property
 Minimum Borrower and Guarantor Consolidated Total Operating Income and Consolidated Total Assets .
 Modification to Fixed Charge Coverage Ratio.
 Negative Covenants
 Liens . Permitted Liens
 Schedule 8.2.1 provided provided further
  -62-




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##### 



-63-




---



##### 



Disposition of Assets Asset Sale
   provided
  provided however
  Consolidations and Mergers
 -64-




---



##### 



Loans and Investments
     provided
    Limitation on Indebtedness Schedule 8.2.5
 Consolidated Net Worth
 -65-




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##### 



Fixed Charge Coverage Ratio
 Leverage Ratio
 Sale/Leasebacks
 Transactions with Affiliates
 Use of Proceeds
 Guarantees
   Schedule 8.2.12
  Restricted Payments
 -66-




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##### 



ERISA
 Change in Business
 Accounting Changes .
 Amendment and Waivers of Subordinated Debt
 Capital Expenditures
 Senior Note Documents
 -67-




---



##### 



Reporting Requirements.
 Quarterly Financial Statements.
 Annual Financial Statements.
 Certificate of the Borrower. Compliance Certificate Exhibit 8.3.3
 Notices.
  -68-




---



##### 



DEFAULT
 Events of Default.
 Payments Under Loan Documents.
 -69-




---



##### 



Breach of Warranty.
 Breach of Negative Covenants or Visitation Rights.
 Breach of Other Covenants.
 Defaults in Other Agreements or Indebtedness.
 Final Judgments or Orders.
 Loan Document Unenforceable.
 Uninsured Losses; Proceedings Against Assets.
 -70-




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##### 



Events Relating to Plans and Benefit Arrangements.
 Change of Control.
 Relief Proceedings.
 Consequences of Event of Default.
 Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings.
 Bankruptcy, Insolvency or Reorganization Proceedings.
 -71-




---



##### 



Set-off.
 Application of Proceeds.
   -72-




---



##### 



THE ADMINISTRATIVE AGENT
 Appointment and Authority.
 Rights as a Lender.
 Exculpatory Provisions.
  provided
   -73-




---



##### 



Reliance by Administrative Agent.
 Delegation of Duties.
 Resignation of Administrative Agent.
 -74-




---



##### 



provided
  Non-Reliance on Administrative Agent and Other Lenders.
 -75-




---



##### 



No Other Duties, etc.
 Administrative Agents Fee. Administrative Agents Fee Administrative Agents Letter
 Authorization to Release Collateral and Guarantors.
 No Reliance on Administrative Agents Customer Identification Program. CIP Regulations
 MISCELLANEOUS
 Modifications, Amendments or Waivers. provided
 -76-




---



##### 



Increase of Commitment.
 Extension of Payment; Reduction of Principal Interest or Fees; Modification of
Terms of Payment.
 Release of Collateral or Guarantor.
 Miscellaneous.
 provided provided,
further Non-Consenting Lender
 No Implied Waivers; Cumulative Remedies.
 Expenses; Indemnity; Damage Waiver.
 Costs and Expenses.
 -77-




---



##### 



Indemnification by the Borrower. Indemnitee provided
 -78-




---



##### 



Reimbursement by Lenders. provided
 Waiver of Consequential Damages, Etc.
 Payments.
 Holidays.
 Notices; Effectiveness; Electronic Communication.
 Notices Generally.
 -79-




---



##### 



Schedule
1.1(B)
  Electronic Communications. provided provided provided
 Change of Address, Etc.
 Severability.
 Duration; Survival.
 -80-




---



##### 



Successors and Assigns.
 Successors and Assigns Generally.
 Assignments by Lenders. provided
 Minimum Amounts
   -81-




---



##### 



Proportionate Amounts
 Required Consents
   Assignment and Assumption Agreement
 No Assignment to Borrower
 No Assignment to Natural Persons
  -82-




---



##### 



Register.
 Participations. Participant provided
 provided provided
 Limitations upon Participant Rights Successors and Assigns Generally.
 -83-




---



##### 



Certain Pledges; Successors and Assigns Generally. provided
 Confidentiality.
 General.
 Sharing Information With Affiliates of the Lenders.
 Counterparts; Integration; Effectiveness.
 Counterparts; Integration; Effectiveness.
 -84-




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##### 



CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL.
 Governing Law. ICC UCP ISP98
 SUBMISSION TO JURISDICTION.
 -85-




---



##### 



WAIVER OF VENUE.
 SERVICE OF PROCESS.
 WAIVER OF JURY TRIAL.
 USA Patriot Act Notice.
 Joinder of Loan Party
 -86-




---



##### 



[SIGNATURE PAGES FOLLOW]
 -87-




---



##### 



[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
  SPARTECH CORPORATIONBy:Name:Title:




---



##### 



[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
 ATLAS ALCHEM PLASTICS, INC.
ALCHEM PLASTICS CORPORATION
ALCHEM PLASTICS, INC.
SPARTECH PLASTICS, LLC
By: Spartech Corporation, its sole member
POLYMER EXTRUDED PRODUCTS, INC.
SPARTECH POLYCAST, INC.
SPARTECH TOWNSEND, INC.
SPARTECH POLYCOM, INC.
FRANKLIN-BURLINGTON PLASTICS, INC.
SPARTECH CMD, LLC
By: Spartech Plastics LLC, its managing member
SPARTECH FCD, LLC
By: Polymer Extruded Products, Inc., its managing
member
SPARTECH SPD, LLC
By: Spartech Plastics, LLC, its managing member
SPARTECH MEXICO HOLDING COMPANY
SPARTECH MEXICO HOLDING COMPANY TWO
SPARTECH MEXICO HOLDINGS, LLC
By: Spartech Mexico Holding Company, its sole member
CREATIVE FORMING, INC.
PEPAC HOLDINGS, INC.
SPARTECH RESEARCH AND DEVELOPMENT, LLC
By: Spartech Corporation, its sole memberBy:Randy C. MartinVice President for all of the above




---



##### 



[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
 PNC BANK, NATIONAL ASSOCIATION,
Individually and as Administrative AgentBy:Name:Title:[OTHER LENDERS]By:Name:Title: