Exhibit 10.8
 
 SPARTECH CORPORATION
 
  
 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
 -1-




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Table of Contents
 Page1.
    
    AMENDMENT AND RESTATEMENT
    
    
    11.1. Prior Issuances
    
    
    11.2. Authorization of Amendment and Restatement of Existing Note Agreement
    
    
    11.3.
Authorization of Amendment and Restatement of Existing Notes and Exchange of
Existing Notes
    
    
    21.4. Security for the Notes and Other Obligations
    
    
    21.5. The Subsidiary Guarantees
    
    
    22.
    
    INTEREST RATE
    
    
    33.
    
    CONDITIONS TO CLOSING
    
    
    33.1. Representations and Warranties
    
    
    33.2. Performance; No Default
    
    
    33.3. Compliance Certificates
    
    
    33.4. Opinion of Company Counsel
    
    
    43.5. Other Agreements
    
    
    43.6. Security Documents
    
    
    53.7. Payment of Special Counsel Fees
    
    
    53.8. Payment of Fees to Noteholders
    
    
    53.9. Proceedings and Documents
    
    
    54.
    
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    54.1. Organization; Power and Authority
    
    
    64.2.
Authorization, etc.
    
    
    64.3. Disclosure
    
    
    64.4. Organization and Ownership of Shares of Subsidiaries; Affiliates
    
    
    64.5. Financial Statements
    
    
    74.6.
Compliance with Laws, Other Instruments, etc.
    
    
    74.7.
Governmental Authorizations, etc.
    
    
    84.8. Litigation; Observance of Agreements, Statutes and Orders
    
    
    84.9. Taxes
    
    
    84.10. Title to Property; Leases
    
    
    94.11.
Licenses, Permits, etc.
    
    
    94.12. Compliance with ERISA
    
    
    94.13. Existing Indebtedness
    
    
    104.14.
Foreign Assets Control Regulations, etc.
    
    
    104.15. Status Under Certain Statutes
    
    
    114.16. Environmental Matters
    
    
    114.17. Solvency
    
    
    125.
    
    INFORMATION AS TO COMPANY
    
    
    125.1. Financial and Business Information
    
    
    12




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Page5.2. Officers Certificate
    
    
    145.3. Inspection
    
    
    156.
    
    PREPAYMENT OF THE NOTES
    
    
    166.1. Required Prepayments
    
    
    166.2. Optional Prepayments
    
    
    196.3. Allocation of Partial Prepayments
    
    
    196.4.
Maturity; Surrender, etc.
    
    
    196.5. Purchase of Notes
    
    
    196.6. Make-Whole Amount
    
    
    207.
    
    AFFIRMATIVE COVENANTS
    
    
    217.1. Compliance with Law
    
    
    217.2. Insurance
    
    
    227.3. Maintenance of Properties
    
    
    227.4. Payment of Taxes and Claims
    
    
    227.5.
Corporate Existence, etc.
    
    
    227.6. Additional Subsidiary Guarantees; Release of Subsidiary Guarantees
    
    
    237.7. Minimum Company and Subsidiary Guarantor Consolidated
Total Operating Income or Consolidated Total Assets
    
    
    237.8. Collateral
    
    
    237.9. Total Outstandings under Credit Facility Documents
    
    
    248.
    
    NEGATIVE COVENANTS
    
    
    248.1. Liens
    
    
    248.2. Disposition of Assets
    
    
    268.3. Consolidations and Mergers
    
    
    278.4. Loans and Investments
    
    
    278.5. Limitation on Indebtedness
    
    
    288.6. Consolidated Net Worth
    
    
    288.7. Fixed Charge Coverage Ratio
    
    
    288.8. Leverage Ratio
    
    
    288.9. Sale/Leasebacks
    
    
    298.10. Transactions with Affiliates
    
    
    298.11. [Reserved]
    
    
    298.12. Guarantees
    
    
    298.13. Restricted Payments
    
    
    298.14. ERISA
    
    
    308.15. Change in Business
    
    
    308.16. Accounting Changes
    
    
    308.17. Amendment and Waivers of Subordinated Debt
    
    
    308.18. Capital Expenditures
    
    
    308.19. Credit Facility Documents
    
    
    308.20. Term Loan Documents
    
    
    318.21. Amended and Restated 2006 NPA
    
    
    31
 (ii)




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Page9.
    
    EVENTS OF DEFAULT
    
    
    3110.
    
    REMEDIES ON
DEFAULT, ETC.
    
    
    3410.1. Acceleration
    
    
    3410.2. Other Remedies
    
    
    3410.3. Rescission
    
    
    3510.4. No
Waivers or Election of Remedies, Expenses, etc.
    
    
    3511.
    
    REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
    
    
    3511.1. Registration of Notes
    
    
    3511.2. Transfer and Exchange of Notes
    
    
    3511.3. Replacement of Notes
    
    
    3612.
    
    PAYMENTS ON NOTES
    
    
    3712.1. Place of Payment
    
    
    3712.2. Home Office Payment
    
    
    3713.
    
    EXPENSES,
ETC.
    
    
    3713.1. Transaction Expenses
    
    
    3713.2. Survival
    
    
    3814.
    
    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
    
    
    3815.
    
    AMENDMENT AND WAIVER
    
    
    3815.1. Requirements
    
    
    3815.2. Solicitation of Holders of Notes
    
    
    3915.3.
Binding Effect, etc.
    
    
    3915.4. Notes
held by Company, etc.
    
    
    3916.
    
    NOTICES
    
    
    4017.
    
    REPRODUCTION OF DOCUMENTS
    
    
    4018.
    
    CONFIDENTIAL INFORMATION
    
    
    4119.
    
    MISCELLANEOUS
    
    
    4219.1. Successors and Assigns
    
    
    4219.2. Construction
    
    
    4219.3. Jurisdiction and Process; Waiver of Jury Trial
    
    
    4219.4. Payments Due on Non-Business Days
    
    
    4319.5. Severability
    
    
    4319.6. Accounting Terms; Pro Forma Calculations
    
    
    4319.7. Counterparts
    
    
    4319.8. Governing Law
    
    
    4419.9. Subsidiary Guarantors Acknowledgment
    
    
    44
 (iii)




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Schedule A
    
    
    
    Names and Addresses of NoteholdersSchedule B
    
    
    
    Defined TermsExhibit 1.3
    
    
    
    Form of 6.58% Senior Note due 2016Exhibit 1.5
    
    
    
    Form of Subsidiary GuaranteeExhibit 3.4
    
    
    
    Form of Opinion of Special Counsel for the CompanyExhibit 3.5
    
    
    
    Form of Intercreditor AgreementSchedule 4.4
    
    
    
    SubsidiariesSchedule 4.8
    
    
    
    LitigationSchedule 4.10(c)
    
    
    
    Real PropertySchedule 4.10(d)
    
    
    
    LeasesSchedule 4.11
    
    
    
    Licenses, Etc.Schedule 4.13
    
    
    
    Existing IndebtednessSchedule 8.1
    
    
    
    Liens
 (iv)




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SPARTECH CORPORATION
   
  Company
 1. AMENDMENT AND RESTATEMENT.
 1.1. Prior Issuances.
 Existing Note Agreement Existing Notes"
 1.2. Authorization of Amendment and Restatement of Existing Note Agreement.




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1.3. Authorization of Amendment and Restatement of Existing Notes and Exchange of Existing Notes.
 Note Notes
  1.4. Security for the Notes and Other Obligations.
  1.5. The Subsidiary Guarantees
 Subsidiary Guarantee Subsidiary Guarantees
 2




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Subsidiary Guarantor
 2. INTEREST RATE
 per annum per
annum
 3. CONDITIONS TO CLOSING.
 Effective Date
 3.1. Representations and Warranties.
  3.2. Performance; No Default.
  3.3. Compliance Certificates.
 Officers Certificate
 Secretarys Certificate
 3




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3.4. Opinion of Company Counsel.
  3.5. Other Agreements.
 Amended and Restated Note Purchase Agreement (initially dated as of June 5, 2006) Amended and Restated 2006 NPA
 Credit Agreement Amendment to Credit Agreement Credit Agreement
 Term Loan Amendment to
Term Loan Agreement Term
Loan Agreement
 4




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Intercreditor and Collateral Agency Agreement
 3.6. Security Documents.
 Security Agreement
 3.7. Payment of Special Counsel Fees.
  3.8. Payment of Fees to Noteholders.
  3.9. Proceedings and Documents.
  4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
  5




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4.1. Organization; Power and Authority.
  4.2. Authorization, etc.
  4.3. Disclosure.
  4.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.
  6




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4.5. Financial Statements.
  4.6. Compliance with Laws, Other Instruments, etc.
  7




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4.7. Governmental Authorizations, etc.
  4.8. Litigation; Observance of Agreements, Statutes and Orders.
    4.9. Taxes.
  8




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4.10. Title to Property; Leases.
   4.11. Licenses, Permits, etc.
     4.12. Compliance with ERISA.
  9




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current value present value
    4.13. Existing Indebtedness.
  4.14. Foreign Assets Control Regulations, etc.
  10




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4.15. Status Under Certain Statutes.
  4.16. Environmental Matters.
     11




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4.17. Solvency.
  5. INFORMATION AS TO COMPANY.
 5.1. Financial and Business Information.
  Quarterly Statements
    Annual Statements
    12




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SEC and Other Reports
 Notice of Default or Event of Default
 13




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ERISA Matters
    Notices from Governmental Authority
 Requested Information
 5.2. Officers Certificate.
  14




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Covenant Compliance
 Default
 5.3. Inspection.
  No Default
 Default
 15




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6. PREPAYMENT OF THE NOTES.
  6.1. Certain Prepayments.
 Scheduled Required Prepayments.
 Other Required Offers of Prepayment.
 Note Prepayment Basis times provided however,
 16




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provided, however Reinvestment Property
   provided however provided further however
 17




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provided however
  18




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6.2. Optional Prepayments.
   6.3. Allocation of Partial Prepayments.
  6.4. Maturity; Surrender, etc.
  6.5. Purchase of Notes.
  19




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6.6. Make-Whole Amount.
 Make-Whole Amount
 Called Principal
 Discounted Value
 Reinvestment Yield
 20




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Remaining Average Life
 Remaining Scheduled Payments
 Settlement Date
 7. AFFIRMATIVE COVENANTS.
  7.1. Compliance with Law.
  21




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7.2. Insurance.
  7.3. Maintenance of Properties.
  7.4. Payment of Taxes and Claims.
  7.5. Corporate Existence, etc.
  22




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7.6. Additional Subsidiary Guarantees; Release of Subsidiary Guarantees.
   7.7.
    
    Minimum Company and Subsidiary Guarantor Consolidated Total Operating Income or Consolidated
Total Assets.
  7.8. Collateral.
  23




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Mortgage Instrument Mortgaged Property
 7.9. Total Outstandings under Credit Facility Documents.
  8. NEGATIVE COVENANTS.
  8.1. Liens.
 Permitted Liens
 24




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25




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8.2. Disposition of Assets.
 Asset Sale
    provided
    26




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8.3. Consolidations and Mergers.
  8.4. Loans and Investments.
 Investments
     provided
   27




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8.5. Limitation on Indebtedness.
 provided, however
 8.6. Consolidated Net Worth.
  8.7. Fixed Charge Coverage Ratio.
  8.8. Leverage Ratio.
  28




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8.9. Sale/Leasebacks.
 transfer
 8.10. Transactions with Affiliates.
  8.11. [Reserved].
 8.12. Guarantees.
   provided
   8.13. Restricted Payments.
  29




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8.14. ERISA.
  8.15. Change in Business.
  8.16. Accounting Changes.
  8.17. Amendment and Waivers of Subordinated Debt.
  8.18. Capital Expenditures.
  8.19. Credit Facility Documents.
  30




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8.20. Term Loan Documents.
  8.21. Amended and Restated 2006 NPA.
  9. EVENTS OF DEFAULT.
 Event of Default
   31




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32




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33




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10. REMEDIES ON DEFAULT, ETC.
 10.1. Acceleration.
     10.2. Other Remedies.
  34




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10.3. Rescission.
  10.4. No Waivers or Election of Remedies, Expenses, etc.
  11. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
 11.1. Registration of Notes.
  11.2. Transfer and Exchange of Notes.
  35




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11.3. Replacement of Notes.
     36




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12. PAYMENTS ON NOTES.
 12.1. Place of Payment.
  12.2. Home Office Payment.
  13. EXPENSES, ETC.
 13.1. Transaction Expenses.
  37




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13.2. Survival.
  14.
    
    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
  15. AMENDMENT AND WAIVER
 15.1. Requirements.
  38




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15.2. Solicitation of Holders of Notes.
 Solicitation
 Payment
 15.3. Binding Effect, etc.
 this Agreement
 15.4. Notes held by Company, etc.
  39




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16. NOTICES.
      17. REPRODUCTION OF DOCUMENTS
  40




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18. CONFIDENTIAL INFORMATION.
 Confidential Information
 41




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19. MISCELLANEOUS.
 19.1. Successors and Assigns.
  19.2. Construction.
  19.3. Jurisdiction and Process; Waiver of Jury Trial.
 in personam in personam
   42




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THE COMPANY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS
AGREEMENT, THE OTHER AGREEMENTS, THE NOTES, THE OTHER FINANCING DOCUMENTS, THE SECURITY DOCUMENTS
OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.
 19.4. Payments Due on Non-Business Days.
  19.5. Severability.
  19.6. Accounting Terms; Pro Forma Calculations.
   19.7. Counterparts.
  43




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19.8. Governing Law.
  19.9. Subsidiary Guarantors Acknowledgment.
  44




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Very truly yours,SPARTECH CORPORATIONBy:Name:Title:
 45




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ACKNOWLEDGED AND AGREED TO:
 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 INDUSTRIES FLORIDA, INC.
SPARTECH POLYCOM, INC.
FRANKLIN-BURLINGTON PLASTICS, INC.
SPARTECH INDUSTRIES, INC.
ANJAC-DORON PLASTICS, INC.
SPARTECH CMD, LLC
 By:
    
    Spartech Corporation, its sole

member
 SPARTECH FCD, LLC
 By:
    
    Polymer Extruded Products, Inc., 

its sole member
 SPARTECH SPD, LLC
 By:
    
    Spartech Corporation, its sole
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.
SPARTECH POLYCOM (TEXAS), INC.
ALSHIN TIRE CORPORATION
X-CORE, LLC
 By:
    
    Spartech Industries, Inc., its sole member
 PEPAC HOLDINGS, INC.
 By:Randy C. Martin
Vice President for all of the above
 46




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[NOTEHOLDER SIGNATURE PAGES]
 47




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48




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DEFINED TERMS
  2004 Noteholders
 2006 Noteholders
 2006 Notes
 Acquisition
 Affiliate Control
 Amended and Restated 2006 NPA
 Anti-Terrorism Order
 Asset Sale




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Attributable Debt
 Bank Administrative Agent
 Business Day
 Capital Expenditures
 Capital Lease
 Capitalized Lease Obligations
 Code
 Collateral
 Collateral Agent
 Company
 Confidential Information
 B-2




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Consolidated Indebtedness
 Consolidated Interest Expense
 Consolidated Net Income
        Consolidated Net Worth
 Consolidated Total Assets
 B-3




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Consolidated Total Operating Income
 Credit Agreement
 Credit Facility Documents
 Creditor
 Default
 Default Rate
 Dividends
 Domestic Subsidiary
 EBITDA
 Effective Date
 Environmental Laws
 B-4




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Equity Interest
 ERISA
 ERISA Affiliate
 Event of Default
 Excess Cash Flow
 Exchange Act
 Extraordinary Receipt
 Financing Documents
 B-5




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Fixed Charge Coverage Ratio
 Foreign Subsidiary
 GAAP
 Governmental Authority
     Granting Party
 Guaranty
   B-6




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Hazardous Material
 holder
 Indebtedness
        B-7




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Institutional Investor
 Intercreditor Agreement
 Investments
 Lenders
 Leverage Ratio
 Lien
 Majority Creditors
 Make-Whole Amount
 Material
 B-8




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Material Adverse Effect
 Maximum Amount
 Mortgage Instrument
 Mortgaged Property
 Multiemployer Plan
 Net Cash Proceeds
   Note Prepayment Basis
 Notes
 B-9




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Officers Certificate
 Organization Documents
 PBGC
 Permitted Acquisitions
 Permitted Liens
 Person
 Plan
 Preferred Stock"
 property properties
 B-10




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Reinvestment Property
 Required Holders
 Required Lenders
 Responsible Officer
 Restricted Payments
 Securities Act
 Security Agreement
 Security Documents
 Senior Financial Officer
 Senior Secured Obligations
 Significant Subsidiary
 Stock Redemptions
 B-11




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Subordinated Debt
 Subsidiary
 Subsidiary Guarantee
 Subsidiary Guarantors
 Superpriority Amount
 Swap Contract
 Term Loan Agreement
 Term Loan Documents
 Treasury Stock Purchase
  USA Patriot Act 
 B-12




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Voting Equity Interests
 Wholly-Owned Subsidiary
 B-13




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FORM OF NOTE




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FORM OF SUBSIDIARY GUARANTEE
 Guarantor Obligees
 Company Note Agreements Notes
   Guarantee
 et seq
  Guaranteed Obligations Debtor Relief Laws




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Guarantee Absolute




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Waivers
      Waiver of Subrogation and Contribution
 Representations and Warranties




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Amendments, Etc
 Addresses for Notices
 No Waiver; Remedies




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Continuing Guarantee
 Jurisdiction and Process; Waiver of Jury Trial in personam in personam




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Payments Without Tax Withholding . Tax
 Gross-Up for Required Tax Withholding Taxing Jurisdiction Guarantee Additional Amounts




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Taxes Imposed by Means Other Than Withholding
 Tax Information Disclosure




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Reimbursement of Guarantee Additional Amounts by Holder
 Judgment Currency London Banking Day
 * Governing Law
 
 *
    
    Bracketed Sections 11 and 12 to be inserted if the
Guarantor is a Subsidiary with a jurisdiction of incorporation outside the
United States.




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[GUARANTOR]By
Title:Address:Attention:Telephone:Telecopy:




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FORM OF OPINION OF SPECIAL COUNSEL FOR COMPANY




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FORM OF INTERCREDITOR AGREEMENT




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SUBSIDIARIES




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REAL PROPERTY




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LEASES




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LICENSES, ETC.




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EXISTING INDEBTEDNESS




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LIENS