exh4-1.htm


     

    
      

      

    

     

     

    Execution
Copy

    


    


     

    $280,000,000

     

     

    TERM
LOAN AGREEMENT

     

    among

     

     

    TEXAS
PETROCHEMICALS LP,

     

     

    VARIOUS
LENDING INSTITUTIONS

     

    and

     

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

     

    as
Administrative Agent

     

    Dated
as of June 27, 2006

    


    


     

    with

     

     

    CREDIT
SUISSE SECURITIES (USA) LLC

     

     

    as
Syndication Agent

     

     

    


     

     

    Arranged
by

     

     

    DEUTSCHE
BANK SECURITIES INC. ,

     

     

    and

     

     

    CREDIT
SUISSE SECURITIES (USA) LLC

     

     

    as
Joint Lead Arrangers

     


    
      
        
          


          CHI:1738974.9

        

         


      

      
         


        
          

        

      

      
         


        
          


          


          Table of
Contents 

          


        

      

    

     

    
      
        	 Page
	
                ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

              	
                1

              
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Accounting Terms; Pro Forma Calculations; Financial
    Statements.

              	
                40

              
	
                ARTICLE II AMOUNT AND TERMS OF CREDIT

              	
                41

              
	
                2.1

              	
                Term Loans and Pre-Funded Letter of Credit.

              	
                41

              
	
                2.2

              	
                Evidence of Indebtedness; Repayment of Loans.

              	
                48

              
	
                2.3

              	
                Minimum Amount of Each Borrowing; Maximum Number of
    Borrowings

              	
                49

              
	
                2.4

              	
                Borrowing Options

              	
                49

              
	
                2.5

              	
                Notice of Borrowing

              	
                49

              
	
                2.6

              	
                Conversion or Continuation

              	
                50

              
	
                2.7

              	
                Disbursement of Funds and Presumptions by Administration
    Agent

              	
                50

              
	
                2.8

              	
                Pro Rata Borrowings

              	
                51

              
	
                2.9

              	
                Special Provisions Applicable to Lenders Upon the Occurrence of a
      Sharing Event

              	
                52

              
	
                ARTICLE III INTEREST AND FEES

              	
                53

              
	
                3.1

              	
                Interest.

              	
                53

              
	
                3.2

              	
                Fees.

              	
                54

              
	
                3.3

              	
                Computation of Interest and Fees

              	
                55

              
	
                3.4

              	
                Interest Periods

              	
                55

              
	
                3.5

              	
                Compensation for Funding Losses

              	
                56

              
	
                3.6

              	
                Increased Costs, Illegality, Etc.

              	
                58

              
	
                3.7

              	
                Mitigation Obligations; Replacement of Affected Lenders.

              	
                60

              
	
                ARTICLE IV REDUCTION OF COMMITMENTS; PAYMENTS AND
PREPAYMENTS

              	
                61

              
	
                4.1

              	
                Mandatory and Voluntary Reductions of Commitments.

              	
                61

              
	
                4.2

              	
                Voluntary Prepayments

              	
                61

              
	
                4.3

              	
                Mandatory Prepayments.

              	
                62

              
	
                4.4

              	
                Application of Prepayments.

              	
                64

              
	
                4.5

              	
                Method and Place of Payment.

              	
                65

              
	
                4.6

              	
                Net Payments.

              	
                66

              
	
                ARTICLE V CONDITIONS OF CREDIT

              	
                67

              
	
                5.1

              	
                Principal Loan Documents.

              	
                67

              
	
                5.2

              	
                Perfection on Personal Property Collateral

              	
                68

              
	
                5.3

              	
                Real Property Documents

              	
                68

              
	
                5.4

              	
                Opinions of Counsel

              	
                70

              
	
                5.5

              	
                Corporate Documents and Financial Matters.

              	
                70

              
	
                5.6

              	
                Transaction Documents, Etc.

              	
                72

              
	
                5.7

              	
                Other Closing Conditions.

              	
                74

              
	
                5.8

              	
                Additional Conditions Precedent to Issuance of the Letter of
      Credit

              	
                74

              


      



    
      
         


      

      
         


        
          

        

      

      
         


        
          


          


          Table of Contents


          (continued) 

          


        

      

    

     

     

    
      
        	 	 Page
	
                ARTICLE VI
      REPRESENTATIONS AND WARRANTIES

              	
                75

              
	
                6.1

              	
                Corporate
      Status

              	
                75

              
	
                6.2

              	
                Corporate
      Power and Authority

              	
                75

              
	
                6.3

              	
                No
      Violation

              	
                76

              
	
                6.4

              	
                Governmental
      Approvals

              	
                76

              
	
                6.5

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

              	
                76

              
	
                6.6

              	
                Litigation

              	
                78

              
	
                6.7

              	
                True
      and Complete Disclosure

              	
                78

              
	
                6.8

              	
                Use of
      Proceeds; Margin Regulations.

              	
                78

              
	
                6.9

              	
                Taxes.

              	
                78

              
	
                6.10

              	
                Compliance
      With ERISA; Foreign Pension Plans

              	
                79

              
	
                6.11

              	
                Security
      Documents.

              	
                80

              
	
                6.12

              	
                The
      Transaction

              	
                81

              
	
                6.13

              	
                Ownership
      of Property

              	
                82

              
	
                6.14

              	
                Capitalization
      of Company

              	
                82

              
	
                6.15

              	
                Subsidiaries.

              	
                83

              
	
                6.16

              	
                Compliance
      With Law, Etc

              	
                84

              
	
                6.17

              	
                Investment
      Company Act

              	
                84

              
	
                6.18

              	
                Certain
      Fees

              	
                84

              
	
                6.19

              	
                Environmental
      Matters

              	
                84

              
	
                6.20

              	
                Labor
      Relations

              	
                85

              
	
                6.21

              	
                Intellectual
      Property, Licenses, Franchises and Formulas

              	
                85

              
	
                6.22

              	
                Anti-Terrorism
      Laws

              	
                85

              
	
                ARTICLE VII AFFIRMATIVE
      COVENANTS

              	
                86

              
	
                7.1

              	
                Financial
      Statements

              	
                86

              
	
                7.2

              	
                Certificates;
      Other Information

              	
                87

              
	
                7.3

              	
                Notices

              	
                89

              
	
                7.4

              	
                Conduct of
      Business and Maintenance of Existence

              	
                90

              
	
                7.5

              	
                Payment of
      Obligations

              	
                90

              
	
                7.6

              	
                Inspection
      of Property, Books and Records

              	
                91

              
	
                7.7

              	
                ERISA;
      Foreign Pension Plan

              	
                91

              
	
                7.8

              	
                Maintenance
      of Property, Insurance

              	
                93

              
	
                7.9

              	
                Environmental
      Laws

              	
                94

              
	
                7.10

              	
                Use of
      Proceeds

              	
                94

              
	
                7.11

              	
                Additional
      Security; Further Assurances.

              	
                94

              
	
                7.12

              	
                Interest
      Rate Protection

              	
                96

              
	
                ARTICLE VIII NEGATIVE
      COVENANTS

              	
                97

              
	
                8.1

              	
                Liens

              	
                97

              
	
                8.2

              	
                Indebtedness
      and Disqualified Stock

              	
                98

              
	
                8.3

              	
                Fundamental
      Changes

              	
                100

              


      

    

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


        
          


          


          Table of Contents


          (continued)

           

        

      

    

     

     

     

    
      	 	 	 Page
	
              8.4

            	
              Asset
      Sales

            	
              101

            
	
              8.5

            	
              Restricted
      Payments

            	
              101

            
	
              8.6

            	
              Issuance of
      Subsidiary Stock

            	
              103

            
	
              8.7

            	
              Loans,
      Investment and Acquisitions

            	
              103

            
	
              8.8

            	
              Transactions
      with Affiliates

            	
              105

            
	
              8.9

            	
              Intentionally
      Omitted.

            	
              105

            
	
              8.10

            	
              Lines
      of Business

            	
              105

            
	
              8.11

            	
              Fiscal
      Year

            	
              106

            
	
              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

            	
              106

            
	
              8.13

            	
              Limitation
      on Certain Restrictions

            	
              106

            
	
              ARTICLE IX
    RESERVED

            	
              107

            
	
              9.1

            	
              Reserved.

            	
              107

            
	
              ARTICLE X EVENTS OF
      DEFAULT

            	
              107

            
	
              10.1

            	
              Events
      of Default

            	
              107

            
	
              10.2

            	
              Rights
      Not Exclusive

            	
              111

            
	
              ARTICLE XI
      ADMINISTRATIVE AGENT

            	
              111

            
	
              11.1

            	
              Appointment

            	
              111

            
	
              11.2

            	
              Nature
      of Duties

            	
              112

            
	
              11.3

            	
              Exculpation,
      Rights Etc

            	
              112

            
	
              11.4

            	
              Reliance

            	
              113

            
	
              11.5

            	
              Indemnification

            	
              113

            
	
              11.6

            	
              Administrative
      Agent In Its Individual Capacity

            	
              113

            
	
              11.7

            	
              Notice
      of Default

            	
              114

            
	
              11.8

            	
              Holders of
      Obligations

            	
              114

            
	
              11.9

            	
              Resignation
      by Administrative Agent

            	
              114

            
	
              11.10

            	
              The
      Joint Lead Arranger, Joint Book Runners, Syndication Agent

            	
              114

            
	
              ARTICLE XII
      MISCELLANEOUS

            	
              115

            
	
              12.1

            	
              No
      Waiver; Modifications in Writing.

            	
              115

            
	
              12.2

            	
              Further
      Assurances

            	
              117

            
	
              12.3

            	
              Notices,
      Etc

            	
              117

            
	
              12.4

            	
              Costs
      and Expenses; Indemnification.

            	
              118

            
	
              12.5

            	
              Confirmations

            	
              120

            
	
              12.6

            	
              Adjustment;
      Setoff.

            	
              120

            
	
              12.7

            	
              Execution
      in Counterparts; Electronic Execution; Effectiveness.

            	
              122

            
	
              12.8

            	
              Binding
      Effect; Assignment; Addition and Substitution of Lenders.

            	
              122

            
	
              12.9

            	
              CONSENT TO
      JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.

            	
              125

            
	
              12.10

            	
              Severability
      of Provisions

            	
              126

            


    

     

     

    
      
         


      

      
         


        
          

        

      

      
         


        
          


          


          Table of Contents


          (continued)

           

        

      

    

     

     

    
      	 	 	Page
	
              12.11

            	
              Transfers
      of Notes

            	
              126

            
	
              12.12

            	
              Registry

            	
              127

            
	
              12.13

            	
              Headings

            	
              127

            
	
              12.14

            	
              Termination
      of Agreement

            	
              127

            
	
              12.15

            	
              Treatment
      of Certain Information; Confidentiality

            	
              127

            
	
              12.16

            	
              Concerning
      the Collateral and the Loan Documents.

            	
              128

            
	
              12.17

            	
              USA
      Patriot Act

            	
              130

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDEX OF SCHEDULES AND
EXHIBITS

    


    


    Exhibits

    


    
      	
              Exhibit
      2.1(b)(i)-1       Form of Letter of
      Credit

            
	
              Exhibit
      2.1(b)(i)-2       Form of Letter of Credit
      Request

            
	
              Exhibit
      2.2(a)             
      Form of Term Note 

            
	
              Exhibit
      2.5                 
      Form of Notice of Borrowing

            
	
              Exhibit
      2.6                 
      Form of Notice of Conversion or Continuation

            
	
              Exhibit
      4.6(d)             
      Form of Section 4.6(d)(i) Certificate

            
	
              Exhibit
      5.1(b)             
      Form of Subsidiary Guaranty

            
	
              Exhibit
      5.1(c)             
      Form of Security Agreement

            
	
              Exhibit
      5.2(a)             
      Form of Perfection Certificate

            
	
              Exhibit
      5.6(d)             
      Form of Intercreditor Agreement

            
	
              Exhibit
      7.2(a)             
      Form of Compliance Certificate

            
	
              Exhibit
      12.8(c)           
      Form of Assignment and Assumption
Agreement

            




    


    Schedules

     

    
      	
              Schedule 1.1(a)

            	
              Commitments

            
	
              Schedule 1.1(b)

            	
              Consolidated EBITDA

            
	
              Schedule 1.1(c)

            	
              Permitted Subordinated Debt
      Provisions

            
	
              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(a)

            	
              Subsidiaries

            
	
              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(a)

            	
              Notice
Addresses

            





    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TERM LOAN AGREEMENT

     

    THIS TERM LOAN AGREEMENT is dated as of June 27, 2006 and is made by and among Texas
Petrochemicals LP, a Texas limited partnership (“Company”), the
undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder (collectively, the
“Lenders,” and each
individually, a “Lender”), and
Deutsche Bank Trust Company Americas, as administrative agent
(“Administrative
Agent”) for the Lenders.

     

    W
I T N E S S E T
H:

    


    WHEREAS, Company has requested that the Lenders make term loans to Company in the aggregate
principal amount of $210.0 million maturing on June 27, 2013 and to issue a pre-funded letter of credit in the face
amount of $70.0 million;

     

    WHEREAS, the proceeds of the term loans and the letter 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”) and to pay related fees and expenses in connection
therewith (collectively, together with the incurrence of the Revolving Credit
Facility (as defined herein), the “Transaction”);

     

    WHEREAS, the Lenders are willing to make the term
loans to Company and to participate in the issuance of the
letter of credit for the account of Company 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 Company and its 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 Company and its 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
Receivable” means receivables as determined in accordance with
GAAP.

     

    “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.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “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
Term Loan Agreement, as the same may at any time be amended,
supplemented or otherwise modified in accordance with the terms hereof and in effect.

     

    “Applicable
Base Rate Margin” means at any date, 1.50%.

     

    “Applicable L/C Fee
Percentage” means at any date, 2.50%.

     

    “Applicable
Eurocurrency Margin” means at any date, 2.50%.

     

    “Asset
Disposition” means (a) the sale, lease, sublease, conveyance or other
disposition of any assets of Company or any of its Subsidiaries; and (b) the
issuance of Capital Stock by any of Company’s
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; provided that, if such
transaction involves assets with a 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
4.3;

     

    (2)           a
transfer of assets between or among Company and its Subsidiaries;

     

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

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (4)           in
the ordinary course of business the sale, lease or other disposition of
products, services, inventory or accounts receivable in a transaction that does
not result in Attributable Debt;

     

    (5)           sale,
lease or other disposition of any assets which, in the reasonable judgment of
such Person, are damaged, 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
4.3;

     

    (9)           disposition
of assets in connection with a foreclosure, transfer or deed in lieu of
foreclosure or other exercise of remedial action by Company or its
Subsidiaries;

     

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

     

    (11)           sales,
contributions or other transfers of Receivables Facility Assets under a
Permitted Accounts Receivable Securitization.

     

    “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, (ii) Receivables
Facility Attributable Debt and (iii)  the principal balance outstanding under any synthetic lease, tax retention operating
lease, off-balance sheet

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    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” has the
meaning assigned to that term in the Revolving Credit Facility.

     

    "Bankruptcy Default"
has the meaning assigned to that term in Section
2.1(b)(iii)(B)(I).

     

     “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
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.

     

    “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
3.7 shall be
considered part of any related Borrowing of Eurocurrency Loans.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “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 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

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    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.

     

    “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
Revolving Credit Facility) or (vii) any “Change of Control” as defined in any Indebtedness incurred pursuant to Section 8.2(m) 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

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    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 DB acting as collateral agent for the
Secured Creditors pursuant to its appointment as Collateral Agent in Section 11.1 or in any Security Document, and any successor collateral agent in such
capacity.

     

    “Commitment” means,
with respect to each Lender, the aggregate of the Pre-Funded L/C Commitment and
Term Commitment of such Lender and “Commitments” means
such commitments of all of the Lenders collectively.

     

    “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).

     

    “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.

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “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,

            


    

     

    
      	
               
      

            	
              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, but not for purposes
of calculating Excess Cash Flow, Consolidated EBITDA for the
Fiscal

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    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 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, plus any discount
and/or interest component in respect of a sale of Receivables Facility Assets by
such Person or its Subsidiaries regardless of whether such discount or interest
would constitute interest under GAAP, 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.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


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

     

    “Credit
Party” means Company, 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) 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);

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (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 Company or its
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;

     

    (xii)                     Liens
on cash and short-term investments (a) deposited by 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 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;

     

    (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(l);
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

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    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.

     

    “Debt Agreements” has
the meaning assigned to that term in Section 5.5(d).

     

    “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.

     

    “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.

     

    “Deposit Bank” means
DB or any Affiliate of DB.

     

    “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
Term Maturity Date 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
Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

     

    “Effective Date” has
the meaning assigned to that term in Section
12.7.

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    “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
Administrative Agent and Company, both such parties’ approval not to be
unreasonably withheld.

     

    “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
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,

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    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 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 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.

     

    “Excess
Cash Flow” means, for any period, an amount equal to Company’s and its Subsidiaries’:

     

    (i)           Consolidated EBITDA for such period,

     

    minus                      (ii)           foreign,
federal, state and local taxes, in each case based on income, paid in cash for
such period by Company or its Subsidiaries,

     

    minus                      (iii)           Consolidated Capital Expenditures paid in cash during such period
to the extent not financed by Indebtedness (including Capitalized Lease Obligations but excluding Loans under the Revolving Credit Facility or under
overdraft  lines permitted by this Agreement),

     


    
      
         


      

      
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    minus                      (iv)           Dividends constituting Restricted Payments paid
in cash by Company or its Subsidiaries
during such period to the extent permitted pursuant to Section 8.5,

     

    minus                      (v)           Consolidated Cash Interest Expense during such
period,

     

    minus                      (vi)           scheduled
amortization of the principal portion of the Term Loans and scheduled amortization of the principal
portion of all other Indebtedness of Company and its Subsidiaries paid in cash
during such period (other than repayment of Indebtedness
with proceeds of issuance of other Indebtedness or equity
contributions or with Net Sale Proceeds or proceeds from
Recovery Events),

     

    minus                      (vii)           voluntary
prepayments of the principal portion of the Term Loans,

     

    minus                      (viii)                      the
amount of cash expended in respect of Permitted Acquisitions
during such period, except to the extent financed with Indebtedness;

     

    in each case, calculated without duplication and on a consolidated
basis in accordance with GAAP and Section
1.2(a).

     

    “Excess
Cash Flow Payment Date” means the date occurring 120 days after the last
day of a Fiscal Year of Company (beginning with its Fiscal
Year ending on June 30, 2008).

     

    “Excess
Cash Flow Period” means, with respect to the repayment required on each
Excess Cash Payment Date, the immediately preceding Fiscal
Year of Company.

     

    “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.

     

    “Exchange Percentage”
shall mean, as to each Lender, a fraction determined on the date of occurrence
of a Sharing Event (after giving effect to any actions to occur on, or promptly
after, such date pursuant to Section 2.9(a), but
before giving effect to any actions to occur on such date pursuant to Section 2.9(b)) of
which: (a) the numerator shall be the sum of (i) the Pro Rata Share of such
Lender of the aggregate amount of L/C Obligations and (ii) the aggregate
principal amount of the outstanding Term Loans of such Lender; and (b) the
denominator shall be the sum of (i) the aggregate amount of L/C Obligations
and (ii) the aggregate principal amount of all outstanding Term Loans of all
Lenders.

     

    “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;

     


    
      
         


      

      
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    (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 3.7 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
4.6(d).

     

    “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.

     

    “Facility” means each
of the Term B Facility, the Pre-Funded L/C Facility and any other credit
facilities from time to time established under this Agreement.

     

    “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 as of June 14, 2006 between DB and
Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Credit
Suisse, and Company and providing for the payment of certain fees in connection
with this Agreement.

     


    
      
         


      

      
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    “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 Fee” has the
meaning ascribed to such term in Section 3.2(b)(ii).

     

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

     

    “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
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, 

     


    
      
         


      

      
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    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 (w) Standard
Securitization Undertakings, (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 or Collateral 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 the Sellers dated as of April 5, 2006, as
amended by that certain First Amendment to Asset Purchase Agreement, dated as of
April 27, 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.

     


    
      
         


      

      
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    “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

     

    (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).

     


    
      
         


      

      
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    “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.

     

    “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 Revolver Agent, Revolver Collateral Agent,
Administrative Agent, and
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; provided, however, that, in
addition to the foregoing, each applicable Term Maturity
Date shall be deemed to be an “Interest
Payment Date” with respect to any  interest which is then accrued
hereunder for such Term Loan.

     

    “Interest Period” has
the meaning assigned to that term in Section 3.4.

     

    “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.

     

    “Inventory” means,
inclusively, all inventory as determined in accordance with
GAAP.

     

    “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

     


    
      
         


      

      
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    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.

     

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

     

    “L/C Fees” shall have the
meaning ascribed to that term in Section 3.2(b).

     

    “L/C Interest Rate”
shall have the meaning ascribed to that term in Section 2.1(b)
(v)(B).

     

    “L/C Notice of
Drawing” shall mean a notice from Issuing Bank to Administrative Agent
that a drawing has been made under the Letter of Credit.

     

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

     

    “L/C Participation”
shall have the meaning ascribed to that term in Section 2.1(b)
(iii)(A).

     

    “L/C Participation Funding
Amount” shall have the meaning ascribed to that term in Section 2.1(b)(vi)(B)(I)(x).

     

    “L/C Participation Funding
Notice” shall have the meaning ascribed to that term in Section
2.1(b)(vi)(B)(I)(x).

     

    “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.

     


    
      
         


      

      
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    “Letter of Credit”
shall mean the pre-funded letter of credit issued on the Closing Date for the
account of Company by Issuing Bank pursuant to Section 2.1(b) of
this Agreement, initially in the form of Exhibit 2.1(b)(i)-1 hereto, and all
amendments, renewals, extensions or replacements thereof.

     

    "Letter of Credit Amendment
Request" shall have the meaning ascribed to that term in Section
2.1(b)(ii).

     

    “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.

     

    “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.

     

    “Loan” means any
Term Loan, and “Loans” means all such
Loans collectively.

     

    “Loan Documents”
means, collectively, this Agreement, the Notes, each Security Document, each Subsidiary Guaranty,
each Interest Rate Agreement and Other Hedging Agreement to which any Lender or
any Affiliate of a Lender is a party (in
each case, even if such Lender subsequently ceases to be a
Lender under this Agreement for any
reason), 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” of any Facility means those Lenders which would constitute the Required
Lenders under, and as defined in, this Agreement if all
outstanding Obligations of other Facilities under this Agreement were repaid in
full.

     

    “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 the condition of the economy
generally, (b) the ability of Company or any of its Subsidiaries to

     


    
      
         


      

      
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    perform
its respective obligations under any Loan Document to which it
is a party, or (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.

     

    “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 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
Company’s consolidated total revenues.

     

    “Minimum
Borrowing Amount”  means (i) with respect
to Base Rate Loans, $1,000,000 (ii) with respect to
Eurocurrency Loans, $5,000,000.

     

    “Minimum
Borrowing Multiple” means $1,000,000.

     

    “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 5.3(a) 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 5.3(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 5.3(a) 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.

     


    
      
         


      

      
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    “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 Company’s business
resulting from any termination, suspension, non-renewal, or failure to extend an
MTBE Contract, so long as such termination, suspension, non-renewal, or failure
to extend is not pursuant to a default by 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 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 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.

     

    “New Term Loan” has
the meaning assigned thereto in Section
2.1(b)(vi)(A).  It is understood and agreed that the New Term
Loans shall be Term B Loans for all purposes of this Agreement, unless
specifically indicated to the contrary.

     


    
      
         


      

      
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    “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 2.2(a) 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
2.5.

     

    “Notice of
Conversion or
Continuation” has the meaning assigned to that term in Section
2.6.

     

    “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.

     

    “Ordinary Equity
Interests” means general and limited partnership interests in 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
Company in existence on the Closing Date.

     


    
      
         


      

      
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    “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 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 Account Receivable
Securitization” means any receivables financing program providing for the
sale, transfer or grant of a security interest in Receivables Facility Assets by
Company or its Subsidiaries to a Receivables Subsidiary in transactions
purporting to be sales (and treated as sales for GAAP purposes), which
Receivables Subsidiary shall finance the purchase of such Receivables Facility
Assets by the direct sale, transfer, conveyance, grant of a participation or
other interest or pledge of such Receivables Facility Assets or interests
therein to one or more limited purpose financing companies, special purpose
entities, trusts and/or financial institutions, in each case, without creating
any Guarantee Obligations (but which may create Standard Securitization
Undertakings) of Company or any of its Subsidiaries (other than a Receivables
Subsidiary) and otherwise on terms and conditions reasonably acceptable to
Administrative Agent.

     

    “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;

     

    (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 

     


    
      
         


      

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

     

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

     

    (h)           (x) after giving effect thereto on a Pro Forma
Basis there is at least $100,000,000 of Availability under the Revolving Credit Facility;
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 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

     

    (i)           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 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 Administrative Agent;

     


    
      
         


      

      
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    (2)           has
a final maturity date occurring at least one year after the final maturity date
of the Term Loans with the then longest maturity and have a Weighted Average
Life to Maturity at least one year longer than the Weighted Average Life to
Maturity of the Term Loans with the then longest Weighted Average Life to
Maturity;

     

    (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 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 Company and its Subsidiaries shall, promptly and in any event
within sixty (60) days after the formation thereof, be pledged as collateral to
Collateral 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 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

     


    
      
         


      

      
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    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; provided, that (a) in
the case of a Permitted Refinancing of the Revolving Credit Facility, the
principal amount may be increased to the extent permitted under Section 8.2(c) and
(b) in the case of a Permitted Refinancing of Permitted Junior Debt and
Indebtedness incurred pursuant to Section 8.2(m), the
principal amount may be increased to the extent such increase is applied as a
mandatory prepayment of Loans pursuant to Section
4.3(b);

     

    (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 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 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

     


    
      
         


      

      
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    (vi)           in
the case of Permitted Refinancing of the Revolving 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 commitment reductions
commence, prior to June 27, 2011.

     

    “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.

     

    “Pre-Funded L/C
Commitment” means with respect to any Lender, the commitment of such
Lender to make or otherwise fund a Pre-Funded L/C Deposit in the amount set
forth opposite such Lender's name on Schedule 1.1(a) or in
the applicable Assignment and Assumption Agreement under the caption “Amount of
Pre-Funded L/C Commitment”, as such commitment may be adjusted from time to time
pursuant to this Agreement, and “Pre-Funded L/C Commitments” means such
commitments collectively, which aggregate commitments equal $70,000,000 as of
the date hereof.

     

    “Pre-Funded L/C Commitment
Termination Date” means the earliest to occur of (i) December 29, 2008,
(ii) the date on which the Pre-Funded L/C Commitments have been reduced to zero
pursuant to Section
4.1(b) or 4.1(c) and all
Pre-Funded L/C Deposits have been returned to the Pre-Funded L/C Lenders and
(iii) the date of the termination of the Pre-Funded L/C Commitments pursuant to
Section
10.1.

     

     “Pre-Funded L/C
Deposit” means, with respect to each Lender, the cash deposit, if any,
made by such Lender pursuant to Section 2.1(b)(iv),
as the same may be (a) reduced from time to time pursuant to Section 2.1(b)(vi)(A)
or (b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 12.8.

     

    “Pre-Funded L/C Deposit
Account” means one or more operating and/or investment accounts
established by Administrative Agent at Deposit Bank that shall be for the
purposes set forth in Section 2.1(b)(iv).

     


    
      
         


      

      
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    “Pre-Funded L/C Deposit Cost
Amount” means, at any time, an amount (expressed as a percentage per
annum) determined by Deposit Bank in consultation with Company based on the term
on which the Pre-Funded L/C Deposits are invested from time to time and
representing Deposit Bank’s administrative cost for investing the Pre-Funded L/C
Deposits and any reserve costs attributable thereto.

     

    "Pre-Funded L/C
Facility" means the credit facility under this Agreement evidenced by the
L/C Participations, the Pre-Funded L/C Deposits and the Letter of
Credit.

     

    “Pre-Funded L/C
Lender” means each Lender having a Pre-Funded L/C Commitment, a
Pre-Funded L/C Deposit or L/C Participation.

     

    “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

     


    
      
         


      

      
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    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 Rata
Share” means, when used with reference to any Lender
and any described aggregate or total amount of any Facility or Facilities, an
amount equal to the result obtained by multiplying such described aggregate or
total amount by a fraction the numerator of which shall be such Lender's Commitment with respect to such Facility or
Facilities and the denominator of which shall be the
aggregate Commitments outstanding for
all Lenders or, if no Commitments are then outstanding with respect to such Facility or Facilities, a fraction, the numerator of which is such Lender's
aggregate Loans and L/C Participations with respect to such
Facility or Facilities and the denominator of which shall be
the total Loans and L/C Participations outstanding hereunder
with respect to such Facility or Facilities, and when used
with reference to any Lender's percent interest, such
fraction, expressed as a percentage.

     

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

     

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

     

    “Receivables Facility
Assets” shall mean all Accounts Receivable (whether
now existing or arising in the future) of Company or any of its Subsidiaries which are
transferred pursuant to a receivables financing program, and any assets related
thereto, including without limitation (i) all collateral
given by the respective account debtor or on its behalf (but not by Company or any Subsidiary) securing such Accounts Receivable, (ii) all contracts and all
guarantees (but not by Company or any Subsidiary) securing
such Accounts Receivable, (iii) all
contracts and all guarantees (but not by Company or any
Subsidiary) or other obligations directly related to such
Accounts Receivable, (iv) other related
assets including those set forth in the documents governing such sales, and (v)
proceeds of all of the foregoing.

     

    “Receivables Facility
Attributable Debt” means at any date of determination thereof in
connection with any receivables financing program, including any Permitted
Account Receivable Securitization, the aggregate net outstanding amount
theretofore paid to the applicable seller of Accounts Receivable in respect of
the Accounts Receivable and related assets sold or transferred by it in
connection with such program (it being the intent of the parties that the amount
of Receivables Facility Attributable Debt at any time outstanding approximate as
closely as possible the principal amount of Indebtedness which would be
outstanding at such time under the program, if the same were structured as a
secured lending agreement rather than a purchase agreement).

     

    “Receivables
Subsidiary” means a special purpose, bankruptcy remote Wholly-Owned
Subsidiary of Company which has been or may be formed for the exclusive purpose
of engaging in activities in connection with the purchase, sale and financing of
Receivables Facility Assets in connection with and pursuant to a Permitted
Accounts Receivable Securitization.

     


    
      
         


      

      
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    “Recovery
Event” means the receipt by Company (or any of its
Subsidiaries) of any insurance or condemnation proceeds
payable (i) by reason of any theft, physical destruction or
damage or any other similar event with respect to any properties or assets of
Company or any of its Subsidiaries,
(ii) by reason of any condemnation, taking, seizing or
similar event with respect to any properties or assets of Company or any of its Subsidiaries or (iii) under any policy of insurance required to be maintained under
Section 7.8 provided, however, that in no
event shall payments made under business interruption insurance constitute a
Recovery Event.

     

    “Register” has the
meaning assigned to that term in Section 12.12.

     

    “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 3.7(b).

     

    “Replacement Lender” has the
meaning assigned to that term in Section 3.7(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.

     

    “Required Lenders”
means Lenders having greater than 50% of the sum of outstanding Term Loans and Pre-Funded L/C Commitments or, after
the termination of the Pre-Funded L/C Commitments, outstanding L/C
Obligations.

     


    
      
         


      

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

     

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

     

    “Revolving
Credit Facility” means the Revolving Credit Agreement dated as of June
27, 2006 by and among Company, certain of its Subsidiaries, DB, as
administrative agent, LaSalle Bank National Association, as collateral 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.

     

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

     

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

     


    
      
         


      

      
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    “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.

     

    “Scheduled Investment
Termination Date” shall mean, when referring to the Pre-Funded L/C
Deposits on deposit in the Pre-Funded L/C Deposit Account, the date agreed to by
Company and Administrative Agent from time to time as the Scheduled Investment
Termination Date for such Pre-Funded L/C Deposits, provided that if no
such agreement shall be reached, the Scheduled Investment Termination Date shall
be the last day of the then current Interest Period applicable to the Pre-Funded
L/C Deposits.

     

    “Scheduled
Term Repayments” mean, for any Term Facility, the
scheduled principal payments set forth in the “Scheduled Term Repayments” definition applicable to such Term Facility.

     

    “Scheduled
Term B Repayments” means, with respect to the principal payments on the
Term B Loans, for each March 31, June 30, September 30 and December 31 prior to the Term B Maturity Date, beginning on September 30,
2006, an amount equal to 0.25% of the outstanding principal amount of Term B Loans on such date, with the entire
remaining outstanding principal amount of Term B Loans payable on the Term B Maturity
Date.

     

    “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.

     

    “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 Company or any of its Subsidiaries after the
date of this Agreement in favor of Collateral 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.

     


    
      
         


      

      
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    “Sellers” means
Huntsman Petrochemical Corporation and Huntsman Fuels, L.P.

     

    “Sharing Event” shall
mean (i) the occurrence of any Event of Default with respect to any Credit Party
pursuant to Section
10.1(e) or 10.1(f), (ii) the
declaration of the termination of any Pre-Funded L/C Commitment, or the
acceleration of the maturity of any Loans, in each case pursuant to the
penultimate paragraph of Section 10.1 or (iii)
the failure of Company to pay any principal of, or interest on, Loans of any
Facility on the relevant Term Maturity Date.

     

    “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.

     

    “Standard Securitization
Undertakings” mean representations, warranties, guarantees, covenants and
indemnities entered into by Company or its Subsidiaries that are reasonably
customary in securitization transactions relating to accounts receivable,
chattel paper and related assets in connection with a Permitted Accounts
Receivable Securitization.

     

    “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
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).

     


    
      
         


      

      
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    “Syndication Date” has
the meaning assigned to that term in Section 2.1(a).

     

    “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 B
Commitment” means, with respect to any Lender, the
principal amount set forth opposite such Lender’s name on
Schedule 1.1(a) hereto or in
any Assignment and Assumption Agreement under the caption
“Amount of Term B Commitment”, as such commitment may be adjusted from time to time pursuant to this Agreement, and “Term B Commitments”
means such commitments collectively, which commitments equal $210,000,000 in the aggregate as of the date hereof.

     

    “Term B
Facility” means the credit facility under the Agreement evidenced by the Term B Commitments
and the Term B Loans.

     

    “Term B
Lender” means any Lender which has a Term B Commitment or is owed a Term B Loan (or
a portion thereof).

     

    “Term B Loan” and
“Term B Loans” have the
meanings assigned to those terms in Section 2.1(a).

     

    “Term B
Maturity Date” means June 27, 2013.

     

    “Term
Commitment” means, with respect to any Lender and any
Term Facility, the principal amount set forth opposite such
Lender’s name on Schedule 1.1(a) hereto or in
any Assignment and Assumption Agreement under the caption
for the amount of commitment to such Term Facility, as such
commitments may be adjusted from time to time pursuant to
this Agreement, and “Term Commitments”
means such commitments collectively.

     

    “Term
Facilities” means the Facilities under the Agreement, collectively.

     

    “Term
Lender” means, with respect to any Term Facility, any
Lender which has a Term Commitment for
such Term Facility or is owed a Term
Loan (or portion thereof) under such Term
Facility.

     

    “Term
Loans” means the Loans under the Term Facilities, collectively.

     

    “Term
Maturity Date” means, with respect to any Term
Facility, the scheduled maturity date for such Term Facility
under this Agreement.

     

    “Term
Percentage” means, at any time with respect to any Term Facility, a fraction (expressed as a percentage) the numerator
of which is equal to the aggregate principal amount of all
Loans under such Term Facility outstanding at such time and the denominator of which is equal to
the aggregate principal amount of all Term Loans outstanding at
such time.

     


    
      
         


      

      
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    “Term Pro
Rata Share” means, with respect to any Term Facility,
when used with reference to any Lender and any described
aggregate or total amount, an amount equal to the result
obtained by multiplying such described aggregate or total
amount by a fraction the numerator of which shall be such Lender’s then outstanding Loans under such Facility and the denominator
of which shall be the amount of all then outstanding Loans under such Facility.

     

    “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 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.

     

    “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 Pre-Funded L/C
Deposit” means at any time, the sum of all Pre-Funded L/C Deposits at
such time.

     

    “Transaction” means
and includes (i) the making of the Loans on the Closing
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 Revolving
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.

     


    
      
         


      

      
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    “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 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 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 to be used to prepay the Term Loans
pursuant to Section
4.3(e) minus (c) all Restricted Payments pursuant to Section 8.5(j) since
the Closing Date.

     

    “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

     


    
      
         


      

      
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    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).

     

    “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(d).  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
Company

     


    
      
         


      

      
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    and its
Subsidiaries, such determination shall be made as if each Unrestricted
Subsidiary were wholly-owned by a Person not an Affiliate of
Company.  For purposes of computing Excess Cash Flow as of the end of
any Excess Cash Flow Period, all components of Excess Cash Flow for such Excess
Cash Flow Period shall exclude amounts attributable to any business or material
assets that have been acquired by Company or any of its Subsidiaries (including
through mergers or consolidations) after the first day of such Excess Cash Flow
Period and prior to the end of such Excess Cash Flow Period.

    


    (b)           For
purposes of computing all financial ratios hereunder (i.e. the Leverage Ratio
and any other ratio that may from time to time be computed hereunder, but
excluding Excess Cash Flow) 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 Company or any of its 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 Company and certified to by a
Responsible Officer of Company to
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

     

    


     

    AMOUNT AND TERMS OF
CREDIT

     

    


    2.1           Term Loans and Pre-Funded
Letter of Credit.

     

    (a)           Term B
Loans.  Each Term B
Lender, severally and for itself alone, hereby agrees, on the terms and subject
to the conditions hereinafter set forth and in reliance upon the representations
and warranties set forth herein and in the other Loan Documents, to make a loan
(each such loan, a “Term B Loan” and
collectively, the “Term B Loans”) to
Company on the Closing Date in an aggregate principal amount equal to the Term B
Commitment of such Term B Lender.  The Term B Loans (i) shall be
incurred by Company pursuant to a single drawing, (ii) shall be denominated in
Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter
provided, may, at the option of Company, be maintained as and/or converted into
Base Rate Loans or Eurocurrency Loans, provided, that (x)
all Term B Loans made by the Term B Lenders pursuant to the same Borrowing
shall, unless otherwise specifically provided herein, consist entirely of Term B
Loans of the same Type and (y) no incurrences of, or conversions into, Term B
Loans maintained as Eurocurrency Loans with an Interest Period in excess of one
month may be effected prior to the earlier of (1) the 30th day

     


    
      
         


      

      
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    after the
Closing Date and (2) the date (the “Syndication Date”)
upon which Administrative Agent determines in its sole discretion (and notifies
Company) that the primary syndication of the Facilities (and the resultant
addition of Lenders pursuant to Section 12.8(c)) has
been completed and (iv) shall not exceed for any Lender at the time of
incurrence thereof on the Closing Date that aggregate principal amount which
equals the Term B Loan Commitment of such Lender at such time.  Each
Term B Lender’s Term B Commitment shall expire immediately and without further
action on the Closing Date after the making of the Loans.  No amount
of a Term B Loan which is repaid or prepaid by Company may be reborrowed
hereunder.

    


    (b)           Pre-Funded
Letter of Credit.

     

    (i)          Issuance
of Letter of Credit.  On the Closing Date, subject to the
conditions hereinafter set forth and in reliance upon the representations and
warranties set forth herein and in the other Loan Documents, Administrative
Agent shall direct Issuing Bank to issue, and Issuing Bank shall issue, the
Letter of Credit for the account of Company.  Such Letter of Credit
shall be denominated in Dollars.  Administrative Agent may assume, as
to the Issuing Bank and any Lender, that none of the conditions specified in
Section 5.8 are
applicable as to such Person, unless Administrative Agent shall have received a
notice from such Person specifically entitled “Notice under Section 5.8,”
specifying the condition or conditions that are applicable to such
Person.  Company hereby represents and warrants that none of the
conditions specified in Section 5.8 are
applicable as to Company.

     

    (ii)          Procedure
for Amendment of Letter of Credit.  From time to time while the
Letter of Credit is outstanding and prior to the Pre-Funded L/C Commitment
Termination Date, Issuing Bank will, upon the written request of Company
received by Issuing Bank (with a copy sent by Company to Administrative Agent)
at least three Business Days (or such shorter time as Issuing
Bank and Administrative Agent may agree in a particular instance in their sole
discretion) prior to the proposed date of amendment and subject to the terms of
this Agreement, amend the Letter of Credit.  Each
such request for amendment of the Letter of Credit shall be
made by facsimile, confirmed immediately in an original writing (each a "Letter of Credit Amendment
Request") and shall specify in form and detail
satisfactory to Issuing Bank: (I) the Letter of Credit to be amended; (II) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (III) the nature of the proposed amendment; and (IV) such other matters as Issuing Bank may
require.  Issuing Bank shall be under no obligation to amend the
Letter of Credit if: (x) such amendment would increase the
face amount of the Letter of Credit or extend the expiration date of the Letter
of Credit beyond the Pre-Funded L/C Commitment Termination Date or (y) any of
the conditions set forth in Sections 5.7 or 5.8
could not be satisfied on the effective date of such amendment if such
conditions were applicable to such amendment, or (z) the beneficiary of any such
Letter of Credit does not accept the proposed amendment to
the Letter of Credit.  Promptly after any amendment of the Letter of
Credit, Issuing Bank shall notify Administrative Agent and Company, in writing,
of such amendment and such notice shall be accompanied by a copy of such
amendment. Upon receipt of such notice, Administrative Agent shall promptly
notify the Lenders, in writing, of such amendment, and if so requested by a
Lender, Administrative Agent shall provide such Lender with copies of such
amendment.

     


    
      
         


      

      
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    (iii)          Lenders’
Participation.  (A)  Immediately upon issuance by
Issuing Bank of the Letter of Credit, each Lender shall be deemed to have
irrevocably and unconditionally acquired from Issuing Bank, without recourse or
warranty, an undivided interest and participation (an “L/C Participation”),
to the extent of such Lender’s Pro Rata Share in the Letter of Credit, in
Issuing Bank’s rights to be paid the principal amount of, together with interest
accrued on, drawings under the Letter of Credit and in any security therefor or
Subsidiary Guaranty pertaining thereto.  Furthermore, upon the
occurrence of a Sharing Event and as more fully set forth in Section 2.9,
additional sub-participations may be required to be granted by the various
Pre-Funded L/C Lenders in their participations in the Letter of Credit, in each
case in accordance with, and subject to the provisions of, Section
2.9.

     

    (B)           (I)           The
Issuing Bank shall, subject to Section 2.1(b)(iii)(C),
remit to Administrative Agent, for the account of each Lender, such Lender’s Pro
Rata Share of each payment of principal and interest (to the extent such
interest does not exceed the L/C Interest Rate) received by Issuing Bank on
account of any drawing under the Letter of Credit (A) with respect to which
Issuing Bank has delivered an L/C Notice of Drawing to Administrative Agent
during an Event of Default specified in Section 10.1(e)
or Section
10.1(f) with respect to a Credit Party (a "Bankruptcy Default")
and (B) that is
received by 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 Issuing Bank shall be required to
be returned by Issuing Bank, such Lender shall return to Issuing Bank the
portion thereof previously distributed to it by Administrative Agent, but
without interest thereon (unless 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)           (x)           Payments
required to be made by Issuing Bank to Administrative Agent for the account of a
Lender, together with interest thereon at the rate specified in Section 2.1(b)(iii)(B)(II)(y),
shall be made to Administrative Agent, if the amount in respect of which the
payment is to be made to Administrative Agent is received by Issuing Bank on or
before 1:00 p.m. (New York City 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), on the next succeeding Business Day.

     

    (y)           Interest
shall be payable by Issuing Bank on amounts required to be paid by it to
Administrative Agent pursuant to Section 2.1(b)(iii)(B)(I)
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
Issuing Bank shall have received from a Lender, or Administrative Agent on
behalf of such Lender, payment in full of the amount required to be paid by such
Lender to Issuing Bank pursuant to Section 2.1(b)(vi)(B)(II),
Issuing Bank may hold all amounts otherwise payable by it to Administrative
Agent for the account of such Lender pursuant to Section
2.1(b)(iii)(B)(I) as collateral to secure such Lender’s obligation to
make such payment to it.

     

    (iv)          Pre-Funded
L/C Account.

     


    
      
         


      

      
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    (A)          Subject
to the terms and conditions hereof, each Pre-Funded L/C Lender severally agrees
to make, on the Closing Date, a payment to Administrative Agent in an amount
equal to such Pre-Funded L/C Lender’s Pre-Funded L/C Commitment and
Administrative Agent shall use such payments to establish a Pre-Funded L/C
Account Deposit at Deposit Bank for the benefit of Issuing Bank.  The
Pre-Funded L/C Deposits paid to Administrative Agent shall be held by Deposit
Bank in the Pre-Funded L/C Deposit Account, and no party other than Issuing Bank
shall have a right of withdrawal from the Pre-Funded L/C Deposit Account, or any
other right power or interest in or with respect to the Pre-Funded L/C Deposits,
except as expressly set forth in Section 2.1(b)(iii),
2.1(b)(iv) and
2.1(b)(vi).
Notwithstanding any provision in this Agreement to the contrary, except as
provided in Section 2.1(b)(iv)(D)(II),the
sole funding obligation of each Pre-Funded L/C Lender in respect of its
Pre-Funded L/C Commitment and L/C Participation shall be satisfied in full upon
the payment of the amount equal to its Pre-Funded L/C Commitment on the Closing
Date.

     

    (B)           Each
of Company, Administrative Agent, Issuing Bank and each Pre-Funded L/C Lender
hereby acknowledges and agrees that each Pre-Funded L/C Lender is making its
payment on the Closing Date pursuant to Section 2.1(b)(iv)(A)
to be paid into the Pre-Funded L/C Deposit Account for application in the manner
contemplated by Sections 2.1(b)(iii)
and 2.1(b)(vi)(A) and
(B).  Except during periods when such Pre-Funded L/C Deposits,
or funds applied by or on behalf of such Issuing Bank against such Pre-Funded
L/C Deposits, are used to cover payments and disbursements under the Letter of
Credit or otherwise provided in the last sentence of this paragraph, the
investment of the Pre-Funded L/C Deposits shall be made so as to receive returns
free of any withholding or deduction of Taxes and to earn for the account of
each Pre-Funded L/C Lender a return on its Pre-Funded L/C Deposits of such funds
at a rate per annum equal to the Eurocurrency Rate for the applicable Interest
Period less the Pre-Funded L/C Deposit Cost Amount.  Interest earned
on the Pre-Funded L/C Deposits will be paid to the Pre-Funded L/C Lenders by
Administrative Agent quarterly in arrears when fees are payable pursuant to
Section
3.2(b).  If Deposit Bank is not
offering Dollar deposits (in the applicable amounts) in the applicable
Eurodollar interbank market, or Deposit Bank determines that adequate and fair
means do not otherwise exist for
ascertaining the Eurocurrency Rate for the Pre-Funded L/C Deposits (or any part
thereof), then the Pre-Funded L/C Deposits (or such parts, as applicable) shall
be invested so as to earn a return equal to the greater of (x) the Federal
Funds
Rate and (y) a rate determined by Deposit Bank in accordance with banking
industry rules on interbank compensation.

    


    (C)           Company
shall have no right, title or interest in or to the Pre-Funded L/C Deposits and
no obligations with respect thereto, it being acknowledged and agreed by the
parties hereto that the making of the Pre-Funded L/C Deposits by the Pre-Funded
L/C Lenders, the payments to the Pre-Funded L/C Lenders contemplated in Section
2.1(b)(iv)(B), the provisions of this Section 2.1(b)(iv)(C)
and the application of the Pre-Funded L/C Deposits in the manner contemplated by
Sections
2.1(b)(iii) and 2.1(b)(vi)(A) and (B)
constitute agreements among Administrative Agent, Issuing Bank and the
Pre-Funded L/C Lenders with respect to payments of each Pre-Funded L/C Lender in
respect of its L/C Participation and do not constitute any loan or extension of
credit to Company.

    


    (D)           (I)  At
the time of any termination of the Pre-Funded L/C Commitments or cash
collateralization of the L/C Obligations pursuant to Sections 2.1(b)(vi)(A),
2.9(e), 4.1(b),

     


    
      
         


      

      
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    4.1(c) or 10.1, Deposit Bank
shall return to Administrative Agent who shall, in turn, return to the
Pre-Funded L/C Lenders (in accordance with their respective Pro Rata Shares)
their Pre-Funded L/C Deposits (to the extent not theretofore applied pursuant to
Sections
2.1(b)(iii) and 2.1(b)(vi) in an
amount (if any) by which the aggregate amount of Pre-Funded L/C Deposits at such
time exceeds the non-cash collateralized L/C Obligations at such
time.

     

    (II)           If
at any time, and for any reason, Issuing Bank is required to return to Company
(or any other Person) or otherwise disgorge amounts in respect of payments
previously received by it from (or on behalf of) Company or any other Credit
Party in respect of payments theretofore received by Issuing Bank in respect of
drawings previously made, then Issuing Bank shall be entitled to treat the
amounts so returned or disgorged as not having been paid to it (by Company or
any other Credit Party) for purposes of this Agreement and shall be entitled to
reimbursement as provided in the relevant provisions of Section 2.1(b), and,
without limiting the foregoing, to the extent that Pre-Funded L/C Deposits have
previously been returned to the Pre-Funded L/C Lenders (in accordance with the
provisions of preceding clause (I) or otherwise), Issuing Bank shall be entitled
to be indemnified by the Pre-Funded L/C Lenders for the amount so returned or
disgorged (and the Pre-Funded L/C Lenders hereby agree to so indemnify Issuing
Bank); provided
that no Pre-Funded L/C Lender shall be obligated pursuant to this clause (II) to
make payments, in the aggregate, of amounts in excess of the amount of
Pre-Funded L/C Deposits actually returned to it.

    


    (v)          Maturity
of Drawings; Interest Thereon.  (A)  Drawings under
the Letter of Credit shall, notwithstanding anything to the contrary contained
therein, mature and become due and payable, and shall be repaid to
Administrative Agent for the account of Issuing Bank by Company in full (with
New Term Loans as provided in Section 2.1(b)(vi)(A)
or otherwise) on the effective date of the L/C Notice of Drawing in respect of
such drawing, together with interest accrued thereon, from the date and at the
rate specified in Section 2.1(b)(v)(B).

     

    (B)           Company
shall, notwithstanding anything to the contrary contained in the Letter of
Credit, pay interest to Issuing Bank on the outstanding principal amount of each
drawing under the Letter of Credit at a rate per annum equal to the Eurocurrency
Rate plus the relevant Applicable Eurocurrency Margin (the “L/C Interest Rate”)
from the date such drawing is disbursed by Issuing Bank to the date such drawing
is reimbursed by Company from amounts on deposit in the Pre-Funded L/C Deposit
Account.  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.

     

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

     

    (A)           Administrative
Agent shall, unless a Bankruptcy Default exists, notify each Pre-Funded L/C
Lender and Deposit Bank thereof, and each Pre-Funded L/C Lender hereby
irrevocably authorizes Deposit Bank (and Deposit Bank hereby agrees) to apply
from the Pre-Funded L/C Deposits held in the Pre-Funded L/C Deposit Account each
Pre-Funded L/C Lender’s Pro Rata Share of such unreimbursed payment toward the
reimbursement of the

     


    
      
         


      

      
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    payment
made by Issuing Bank under the Letter of Credit.  Company acknowledges
that each payment made pursuant to this paragraph in respect of any unreimbursed
payment is required to be made for the benefit of Issuing Bank.  Any
payment made from the Pre-Funded L/C Deposit Account pursuant to this paragraph
to reimburse Issuing Bank for any unreimbursed payment shall be deemed an
extension of Term B Loans made on such date by the Pre-Funded L/C Lenders
ratably in accordance with their Pro Rata Share of the Total Pre-Funded L/C
Deposit to Company, and the amount so funded shall permanently reduce the Total
Pre-Funded L/C Deposit and the Pre-Funded L/C Commitments; any amount so funded
pursuant to this paragraph or Section 2.1(b)(ix)
shall, on and after the funding date thereof, be deemed to be a Term B Loan for
all purposes hereunder and have the same terms as the other Term B Terms Loans
hereunder and shall be treated as a single tranche of Term B Loans (such deemed
Term B Loans, “New
Term Loans”).

     

    (B)           During
a Bankruptcy Default, (I) Administrative Agent shall (x) on the effective date
of an L/C Notice of Drawing, notify (an “L/C Participation Funding
Notice”) each Pre-Funded L/C Lender of the amount of such drawing and of
such Pre-Funded L/C Lender’s Pro Rata Share of such amount (an “L/C Participation Funding
Amount”) and (y)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
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 Pre-Funded L/C Lender hereby
irrevocably authorizes Deposit Bank (and Deposit Bank hereby agrees) to apply
from the Pre-Funded L/C Deposits held in the Pre-Funded L/C Deposit Account for
the benefit of Issuing Bank an amount equal to such Pre-Funded L/C Lender’s L/C
Participation Funding Amount; and (III) Administrative Agent shall
distribute to each Lender which has paid all amounts payable by it under this
Section 2.1(b)(vi)(B)
with respect to the Letter of Credit such Lender’s Pro Rata Share of all
payments subsequently received by Administrative Agent from or for the account
of Company 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 Administrative
Agent for the account of Issuing Bank shall be required to be returned by
Administrative Agent, such Lender shall return to Administrative Agent the
portion thereof previously distributed by Administrative Agent to it, but
without interest thereon (unless Administrative Agent or 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).

     

    (C)           If
a Bankruptcy Default occurs at or after the time Administrative Agent receives
an L/C Notice of Drawing and before Administrative Agent has given the
applicable L/C Participation Funding Notice, or, if it has given such notice,
before all of the Pre-Funded L/C Lenders have funded their L/C Participation
Funding Amounts, a Bankruptcy Default shall be deemed to “exist”, and the
provisions of Section 2.1(b)(vi)(B)
shall be applicable.

     

    (vii)                     Nature of
Issuing Bank’s Duties.  In determining whether to pay under the
Letter of Credit, Issuing Bank shall be responsible only to determine that the
documents and certificates required to be delivered under the Letter of Credit
have been delivered and that they comply on their face with the requirements of
the Letter of Credit.  As between Company, Issuing Bank and each
Pre-Funded L/C Lender, Company assumes all risks of the acts and

     


    
      
         


      

      
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    omissions
of 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 the Letter of Credit by the beneficiaries of the
Letter of Credit.  In furtherance and not in limitation of the
foregoing, neither Issuing Bank, Administrative Agent nor any of the Pre-Funded
L/C 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
the 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 the 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 the Letter of Credit to strictly comply with conditions required in order to
draw upon the 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 the Letter of Credit, or of the proceeds thereof and
(g) for the misapplication by the beneficiary of the Letter of Credit of
the proceeds of any drawing honored under the Letter of Credit.  Any
action taken or omitted to be taken by Issuing Bank under or in connection with
the Letter of Credit shall not create any liability on the part of
Administrative Agent or any Pre-Funded L/C Lender to Company except to the
extent such action or omission constitutes gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

     

    (viii)                     Obligations
Absolute.  The obligation of Company to reimburse Issuing Bank
for drawings honored under the Letter of Credit issued by Issuing Bank, together
with interest as herein provided, and the obligations of the Pre-Funded L/C
Lenders under Section 2.1(b)(vi)
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 the Letter of Credit;

     

    (B)           the
existence of any claim, set-off, defense or other right which Company or any
Affiliate of Company may have at any time against a beneficiary or any
transferee of the Letter of Credit (or any Persons for whom any such beneficiary
or transferee may be acting), Issuing Bank, any Pre-Funded L/C 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 the 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;

     


    
      
         


      

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

     

    (F)           failure
of any drawing under the 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, in the case of (A)
— (G) above, no payment by Company or a Pre-Funded L/C Lender to Issuing Bank
shall constitute a waiver or release by Company or such Pre-Funded L/C Lender of
any right it may have against Issuing Bank, including, in the case of Company, a
claim that Issuing Bank acted with willful misconduct or gross negligence as
determined by a court of competent jurisdiction in determining whether documents
presented under the Letter of Credit complied with the terms of the Letter of
Credit.

     

    (ix)          On
the expiration date of the Letter of Credit (or such earlier date as the
beneficiary thereof has surrendered such Letter of Credit to Issuing Bank) and
immediately prior to the reduction of Pre-Funded L/C Commitments on such date,
Company may request a New Term Loan be funded on such date by the Pre-Funded L/C
Lenders ratably in accordance with their Pro Rata Share of the Pre-Funded L/C
Commitments to Company from the Pre-Funded L/C Deposits (and the amounts so
funded shall permanently reduce the Total Pre-Funded L/C Deposit) in an amount
not to exceed the Total Pre-Funded L/C Deposit at such time as long
as:

     

    (A)           the
conditions set forth in Section 5.7 are
satisfied as of the date of such New Term Loan (if such conditions were
applicable),

     

    (B)           the
beneficiary of the Letter of Credit was entitled to draw on the Letter of Credit
on such date (as demonstrated to the reasonable satisfaction of Issuing Bank and
Administrative Agent), and

     

    (C)           Company
delivers to Administrative Agent such documents and instruments as it shall
reasonably request to evidence satisfaction of the foregoing
conditions.

     

    2.2           Evidence of Indebtedness; Repayment of Loans.

     

    (a)           Evidence
of Indebtedness.  At the request of
any Lender (which request shall be made to Administrative Agent), Company’s obligation to
pay the principal of and interest on all the Loans of any
Facility made to it by such Lender shall
be evidenced by a promissory note duly executed and delivered by Company substantially in the form of Exhibit 2.2(a) hereto, with
blanks appropriately completed in conformity herewith.

     


    
      
         


      

      
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    (b)           Notation
of Payments.  Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior
to any transfer of any of its Notes, endorse on the reverse
side thereof the outstanding principal amount of Loans evidenced thereby.  Failure to make any such
notation shall not affect Company’s or any Guarantor’s obligations hereunder or under the other applicable
Loan Documents in respect of such Loans.  Administrative Agent will note on its internal
records the face amount of the Letter of Credit issued for the benefit of
Company.

     

    (c)           Repayment
of Loans.  i)  Company hereby unconditionally promises to pay to
Administrative Agent for the account of the relevant Lenders in respect of Term Loans of Company, on the applicable Term Maturity Date (or such earlier date as, and to the extent
that, such Term Loan becomes due and payable pursuant to the
terms of this Agreement), the unpaid principal amount of
each Term Loan made to it by each such Term Lender.  Company hereby further agrees to pay interest in immediately
available funds at the Payment Office on the
unpaid principal amount of the Term Loans made to it from time to time from the date hereof until payment in full thereof at the rates per annum, and on
the dates, set forth in Section 3.1.

     

    (ii)          Amounts
payable by Company in respect of the Letter of Credit shall be made by Company
(including payments made with the proceeds of New Term Loans) to Administrative
Agent until Company shall have received notice from Administrative Agent that
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.

     

    2.3           Minimum
Amount of Each Borrowing; Maximum
Number of Borrowings.  The aggregate
principal amount of each Borrowing by Company hereunder shall be not less than the Minimum Borrowing Amount and, if greater, shall be in Minimum Borrowing Multiples  above such
minimum.  More than one Borrowing may be incurred on any date; provided that at no time shall there
be outstanding more than seven Borrowings of Eurocurrency Loans under any Term Facility.

     

    2.4           Borrowing
Options.  The Term Loans shall, at the option of Company except as
otherwise provided in this Agreement, be (i) Base Rate Loans, (ii) Eurocurrency Loans, or
(iii) part Base Rate Loans and part Eurocurrency Loans.  As to any Eurocurrency Loan,
any Lender may, if it so elects, fulfill
its commitment by causing a foreign branch or affiliate to make or continue such
Loan, provided that in such event that Lender’s Loan shall, for the purposes of this
Agreement, be considered to have been made by that Lender and the obligation of Company to repay
that Lender’s Loan shall nevertheless be
to that Lender and shall be deemed held by that Lender, for the account of such branch or
affiliate.

     

    2.5           Notice of
Borrowing.  Company shall
give Administrative Agent at its Notice Office same day written notice (or telephonic notice promptly confirmed in
writing), given not later than 10:00 a.m. (New York City time) of each Base Rate Loan, and
at least three Business Days’ prior written notice (or telephonic notice promptly
confirmed in writing), given not later
than 1:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder; provided, however, that a
Notice of Borrowing with
respect to Borrowings to be made on the date hereof may, at the discretion of Administrative Agent, be delivered later than the
time

     


    
      
         


      

      
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    specified
above.  Each such notice (each a “Notice of
Borrowing”), which shall be in the form of Exhibit 2.5 hereto, shall be
irrevocable, shall be deemed a representation by Company
that all conditions precedent to such Borrowing have been
satisfied and shall specify (i) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and
(iii) whether such Loans are to be
Base Rate Loans or Eurocurrency Loans and, with respect to Eurocurrency Loans, the Interest Period to be applicable thereto.  Administrative Agent shall as promptly as practicable give each
Lender written or
telephonic notice (promptly confirmed in writing) of each
proposed Borrowing, and of the other matters covered by the
Notice of
Borrowing.  Without in any way limiting Company’s
obligation to confirm in writing any telephonic notice,
Administrative Agent may act without
liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of Company prior to receipt
of written confirmation.  Administrative Agent’s records shall, absent
manifest error, be final, conclusive and binding on Company
with respect to evidence of the terms of such telephonic Notice of Borrowing.  Company hereby
agrees not to dispute Administrative Agent’s record of the time of telephonic
notice.

     

    2.6           Conversion
or Continuation.  Company may elect (i) on any Business Day to convert Base Rate Loans or any portion thereof to Eurocurrency Loans and (ii) at the end of any Interest Period with
respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate
Loans or to continue such Eurocurrency
Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal
amount of the Eurocurrency Loans for
each Interest Period therefor must be in an aggregate
principal amount equal to the Minimum Borrowing Amount for
Eurocurrency Loans or Minimum Borrowing Multiples in excess
thereof and; provided, further that prior to
the earlier of (a) the 30th day
after the Closing Date and (b) the Syndication Date, no Loan may be made as, or
converted into, a Eurocurrency Loan with an Interest Period in excess of one
month except as permitted by Administrative Agent in its sole
discretion.  Each conversion or continuation of Loans of a Facility shall be allocated among
the Loans of the Lenders in such Facility in accordance with their respective Pro Rata Shares.  Each such election shall be in
substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion
or
Continuation”) and shall be made by giving Administrative Agent at least three Business
Days’ (or one Business Day in the case of a conversion into
Base Rate Loans) prior written notice thereof to the Notice Office given not later than 12:00 p.m. (New York City time) specifying (i) the amount
and type of conversion or continuation, (ii) in the case of
a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which
date shall be a Business Day).  Notwithstanding
the foregoing, no conversion in whole or in part of Base
Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Eurocurrency Loans, shall be permitted at any
time at which an Unmatured Event of Default or an Event of Default shall have occurred and be
continuing.  If, within the time period required under the terms of
this Section 2.6, Administrative Agent does not receive a Notice of Conversion or Continuation from Company containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans,
then, upon the expiration of the Interest Period therefor,
such Loans will be automatically converted to Base Rate Loans.  Each Notice of Conversion or Continuation shall be
irrevocable.

     

    2.7           Disbursement
of Funds and Presumptions by Administration Agent.  No later than 12:00 p.m.
(New York City time) on the date
specified in each Notice of
Borrowing, each 

     


    
      
         


      

      
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    Lender
will make available its Pro Rata Share of Loans, of the Borrowing requested to be made on
such date in immediately available funds, at the Payment Office (for the account of such non-U.S. office of Administrative Agent as Administrative Agent may direct in the case of
Eurocurrency Loans) and Administrative Agent will make available to Company at its Payment Office
the aggregate of the amounts so made available by the Lenders not later than 12:00 p.m. (New York City
time).  Unless Administrative Agent shall have
been notified by any Lender at least one Business Day prior to the date of Borrowing
that such Lender does not intend to make available to Administrative Agent such Lender’s portion of
the Borrowing to be made on such date, Administrative Agent may assume that such
Lender has made such amount available to Administrative Agent on such date of Borrowing
and Administrative Agent may, but shall
not be required to, in reliance upon such assumption, make available to Company a corresponding amount.  If such corresponding
amount is not in fact made available to Administrative Agent
by such Lender on the date of Borrowing,
Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender.  If such Lender does not pay
such corresponding amount forthwith upon Administrative
Agent’s demand therefor, Administrative Agent shall promptly
notify Company and, if so notified, Company shall immediately pay such corresponding amount to Administrative Agent.  Administrative
Agent shall also be entitled to recover from Company
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by Administrative
Agent to Company to the date such corresponding amount is
recovered by Administrative Agent, at a rate per annum equal
to the rate for Base Rate Loans or
Eurocurrency Loans, as the case may be, applicable during the period in question, provided, however, that any
interest paid to Administrative Agent in respect of such
corresponding amount shall be credited against interest payable by Company to such Lender under Section
3.1 in respect of
such corresponding amount.  Any amount due hereunder to Administrative Agent from any Lender which is
not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars for the first three days after the date such amount is due
and thereafter at the Federal Funds Rate plus 1%, together with Administrative Agent’s
standard interbank processing fee.  Further, such Lender shall be deemed to have assigned any and all payments made
of principal and interest on its Loans, and any other
amounts due to it hereunder first to Administrative Agent to
fund any outstanding Loans made
available on behalf of such Lender by Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or
otherwise) and then to fund Loans of all Lenders other than such Lender until each
Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or
otherwise).  Such Lender shall not have recourse
against Company with respect to any amounts paid to Administrative Agent or any Lender with respect
to the preceding sentence; provided, that such
Lender shall have full recourse against Company to the extent of the amount of such Loans it has so been deemed to have made.  Nothing herein shall be deemed to relieve any Lender
from its obligation to fulfill its Term Commitment hereunder
or to prejudice any rights which Company may have against the Lender as a result of any
default by such Lender hereunder.

    


    2.8           Pro Rata
Borrowings.  All Borrowings of Loans under this Agreement shall be loaned by the Lenders pro
rata on the basis of their applicable Term
Commitments.  No Lender shall be responsible for
any default by any other Lender in its obligation to make
Loans hereunder and each Lender shall be
obligated to make the Loans provided to be made by
it

     


    
      
         


      

      
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    hereunder,
regardless of the failure of any other Lender to fulfill its
Term Commitments hereunder.

    


    2.9           Special
Provisions Applicable to Lenders Upon the Occurrence of a Sharing
Event.  i. On the date of
the occurrence of any Sharing Event, or promptly thereafter, if there have been
any drawings pursuant to the Letter of Credit which have not yet been reimbursed
to Issuing Bank pursuant to Section 2.1(b),
Issuing Bank shall seek reimbursement therefor as permitted pursuant to Section
2.1(b)(vi).  After giving effect to the actions taken (or
required to be taken) pursuant to the preceding sentence, Administrative Agent
shall request that Deposit Bank return (in which case Deposit Bank shall return)
to Administrative Agent who shall, in turn, return to the Pre-Funded L/C Lenders
amounts (if any) representing Pre-Funded L/C Deposits which are permitted to be
returned to the Pre-Funded L/C Lenders at such time in accordance with Section 2.1(b)(vi)
hereof.

     

    (b)           ii)
Upon the occurrence of a Sharing Event, but after giving effect to the actions
required to be taken pursuant to preceding clause (a) of this Section 2.9 (although
any failure by Administrative Agent, Deposit Bank or any Lender to take the
actions required of it pursuant to said clause shall not prevent the actions
required hereby, but the respective Administrative Agent, Deposit Bank or Lender
shall continue to be obligated to perform its obligations as required above and
Administrative Agent shall be authorized to make any equitable adjustments as
may be deemed necessary or desirable pursuant to the provisions of this Section 2.9), the
Lenders shall purchase participations from other Lenders in each of the
respective Facilities (including, in the case of the Pre-Funded L/C Facility,
participations in the L/C Letter of Credit, each unpaid drawing owing to the
Pre-Funded L/C Lenders, and the Pre-Funded L/C Deposits of the various
Pre-Funded L/C Lenders) so that, after giving effect to such purchases, each
Lender shall have the same credit exposure in each Facility at such time
(including, (x) in the case of the Pre-Funded L/C Facility, an interest in the
Letter of Credit, each unpaid drawing owing to the Pre-Funded L/C Lenders, and
the Pre-Funded L/C Deposits of the various Pre-Funded L/C Lenders and (y) a
participation in the Pre-Funded L/C Deposits established pursuant to Section 2.1(b)(iv)
and all amounts deposited in the Pre-Funded L/C Deposit Account from time to
time or to be returned to the Pre-Funded L/C Lenders in accordance with the
provisions of Section
2.1(b)), whether or not such Lender shall previously have participated
therein, equal to such Lender’s Exchange Percentage thereof.

     

    (ii)          The
foregoing actions pursuant to immediately preceding clause (i) shall be
accomplished pursuant to this Section 2.9 through
purchases and sales of participations in the various Facilities as required
hereby, and at the request of Administrative Agent, each Lender hereby agrees to
enter into customary participation agreements approved by Administrative Agent
to evidence same.  All purchases and sales of participations pursuant
to this Section
2.9 shall be made in Dollars.  Without limiting the foregoing,
it is understood and agreed that, pursuant to this Section 2.9, the
various Pre-Funded L/C Lenders may be selling participations to the other
Lenders in their Pre-Funded L/C Deposits (after giving effect to the actions
required on, or promptly following, the occurrence of the Sharing Event pursuant
to Section
2.9), and in connection therewith each Pre-Funded L/C Lender shall be
paid, in immediately available funds in Dollars, amounts equal to the percentage
participations sold by them in their Pre-Funded L/C Deposits, which immediately
available funds shall be paid by the Lenders acquiring participations
therein.  At the request of Administrative Agent, each Lender which
has sold

     


    
      
         


      

      
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    participations
in any of its Facilities as provided above (through Administrative Agent) will
deliver to each Lender (through Administrative Agent) which has so purchased a
participation therein a participation certificate in the appropriate amount as
determined in conjunction with Administrative Agent.  It is understood
that the amount of immediately available funds delivered by each Lender shall be
calculated on a net basis, giving effect to both the sales and purchases of
participations by the various Lenders as required above.

    


    (c)           In
the event that any Lender shall default on its obligation to pay over any amount
to Administrative Agent in respect of the Letter of Credit as provided in Section 2.9, each
other Lender shall have a claim against such defaulting Lender (and not against
Administrative Agent, Issuing Bank, Deposit Bank or any other Lender) for any
damages sustained by it as a result of such default.

     

    (d)           All
determinations by Administrative Agent pursuant to this Section 2.9 shall be
made by it in accordance with the provisions herein and with the intent being to
equitably share the credit risk for all Facilities (and the Pre-Funded L/C
Deposits) hereunder in accordance with the provisions hereof. Absent manifest
error, all determinations by Administrative Agent hereunder shall be binding on
Company, each of the Lenders, Issuing Bank and Deposit
Bank.  Administrative Agent shall have no liability to Company, any
Lender, Issuing Bank or Deposit Bank for any determinations made by it hereunder
except to the extent resulting from Administrative Agent’s gross negligence or
willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).

     

    (e)           Upon,
and after, the occurrence of a Sharing Event (i) no further Borrowings shall be
made or occur, and (ii) all Pre-Funded L/C Commitments shall be automatically
terminated.  Notwithstanding anything to the contrary contained above,
the failure of any Lender to purchase its participating interests as required
above in any extensions of credit (and/or any Pre-Funded L/C Deposits) upon the
occurrence of a Sharing Event shall not relieve any other Lender of its
obligation hereunder to purchase its participating interests in a timely manner,
but no Lender shall be responsible for the failure of any other Lender to
purchase the participating interest to be purchased by such other Lender on any
date.

     

    ARTICLE III

     

    


     

    INTEREST AND
FEES

     

    3.1           Interest.

     

    (a)           Base Rate
Loans.  Company agrees to pay interest in respect of the unpaid principal
amount of each Base Rate Loan from the date the proceeds
thereof are made available to Company (or, if such Base Rate Loan was converted from a Eurocurrency Loan, the date of such conversion) until the earlier
of (i) the repayment in full of such Base Rate Loan or (ii) the conversion of such
Base Rate Loan to a Eurocurrency Loan
pursuant to Section 2.6 at a rate per
annum equal to the Base Rate plus the
relevant Applicable Base Rate Margin.

     

    (b)           Eurocurrency
Loans.  Company agrees to pay interest in respect of the unpaid principal
amount of each Eurocurrency Loan from the date the proceeds
thereof are made

     


    
      
         


      

      
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    available
to Company (or, if such Eurocurrency Loan
was converted from a Base Rate Loan, the date of such
conversion) until the earlier of (i) the repayment in full
of such Eurocurrency Loan or (ii) the
conversion of such Eurocurrency Loan to a Base Rate Loan pursuant to Section 2.6 at a rate per
annum equal to the Eurocurrency Rate plus the relevant Applicable Eurocurrency
Margin.

     

    (c)           Payment
of Interest.  Interest on each
Loan shall be payable in arrears on each Interest Payment Date; provided, however, that
interest accruing pursuant to Section 3.1(e) shall be
payable from time to time on demand.  Interest shall also be payable
on all Loans on the date of repayment (including prepayment)
thereof and on the date of maturity (by acceleration or otherwise) of such
Loans.  During the existence of any Event of Default, interest on any Loan shall be
payable on demand.

     

    (d)           Notification
of Rate.  Administrative Agent, upon determining the interest rate for any
Borrowing of Eurocurrency Loans for any Interest Period, shall promptly
notify Company and Lenders
thereof.  Such determination shall, absent manifest error and subject
to Section 3.6, be final,
conclusive and binding upon all parties hereto.

     

    (e)           Default
Interest.  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 Required Lenders of the intent to impose the Default Rate 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 Default
Rate.

     

    (f)           Maximum
Interest.  If any interest
payment or other charge or fee payable hereunder exceeds the maximum amount then
permitted by applicable law, Company shall be obligated to
pay the maximum amount then permitted by applicable law and
Company shall continue to pay the maximum amount from time to time permitted by
applicable law until all such interest payments and other charges and fees
otherwise due hereunder (in the absence of such restraint imposed by applicable
law) have been paid in full.  To the extent necessary to comply with
applicable usury law, provisions of the Mortgages related to maximum rates of interest are incorporated
herein by reference and shall control and supersede any
provision hereof or of any other Loan Document to the contrary.

     

    3.2           Fees.

     

    (a)           Agency
and Arrangement Fees.  Company shall pay
the fees as set forth in the Fee Letter at the times set forth in such letter
to Administrative Agent for distribution
as set forth therein.

     

    (b)           L/C
Fees.  iii)  Company shall pay to Administrative
Agent on each Quarterly Payment Date for the period until and excluding the date
on which the Pre-Funded L/C

     


    
      
         


      

      
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    Deposit
is returned to such Pre-Funded L/C Lender, a fee for the ratable benefit of the
Pre-Funded L/C Lenders for distribution to each Pre-Funded L/C Lender in respect
of such Pre-Funded L/C Lender’s Pre-Funded L/C Deposit, equal to the sum of (I)
a rate per annum equal to the Applicable L/C Fee Percentage on the Pre-Funded
L/C Commitments as in effect from time to time (or, if terminated or reduced to
zero, on the aggregate amount of the Pre-Funded L/C Deposits which have been
cash collateralized) and (II) a rate per annum equal to the Pre-Funded L/C
Deposit Cost Amount as in effect from time to time on the amount of the
Pre-Funded L/C Commitment as in effect from time to time (or, if terminated or
reduced to zero, on the aggregate amount of the Pre-Funded L/C Deposits from
time to time), in each case for the period from and including the Closing Date
to and including the date on which the Pre-Funded L/C Commitments has been
terminated, all remaining Pre-Funded L/C Deposits
have been returned to the Pre-Funded L/C Lenders or applied to pay amounts owing with
respect to the Letter of Credit and the Letter of Credit has been terminated;
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 “L/C Fees”);
and

    


    (ii)          Company
shall pay to Administrative Agent each Quarterly Payment Date, a fee for the
benefit of Issuing Bank equal to the greater of (x) $500 per annum and (y)
0.125% per annum with respect to the Letter of Credit on the daily undrawn
amounts outstanding on the Letter of Credit during the immediately preceding
Fiscal Quarter (the “Fronting
Fee”).  In addition to the Fronting Fee, Company shall pay to
Administrative Agent for the account of Issuing Bank, as and when incurred and
invoiced or otherwise notified, the customary charges, fees, costs and expenses
of Issuing Bank for the issuance, transfer, amendment or payment of the Letter
of Credit (the “Issuing Bank
Fees”).  Each determination of the Fronting Fee and Issuing
Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for
purposes of Company’s obligation to pay Administrative Agent such fees, absent
manifest error.

     

    3.3           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.

     

    3.4           Interest
Periods.  At the time it
gives any Notice of Borrowing or a Notice of Conversion or Continuation with respect
to Eurocurrency Loans, Company shall
elect, by giving Administrative Agent written notice, the interest period (each an “Interest
Period”) which Interest Period shall, at the option
of Company, be one, two, three or if available to each of
the applicable Lenders (as determined by each such
applicable Lender in its sole discretion) six months,
provided that prior to the earlier to occur of the Syndication Date and thirty (30) days after the
Closing Date, Interest Periods for
Eurocurrency Loans shall be one month,
except as permitted by Administrative Agent in its sole
discretion; provided, further,
that:

     


    
      
         


      

      
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    (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;

     

    (f)           no
Interest Period shall extend beyond the applicable Term Maturity Date for any Term Loan; 

     

    (g)           no
Interest Period in respect of any Borrowing
of Term Loans of any Facility shall be selected which extends beyond any date upon which
a mandatory repayment of such Term Loan Facility will be required to be made under Section
4.3(a), (c) or (d) as the case may be, if the aggregate
principal amount of Term Loans of such
Facility, which have Interest Periods
which will expire after such date will be in excess of the aggregate principal
amount of Term Loans of such Facility then outstanding less the aggregate
amount of such required prepayment; and

     

    (h)           with
respect to any Pre-Funded L/C Deposit (i) during the period prior to June
30, 2006, the period commencing on the date such Pre-Funded L/C Deposit is
initially funded and ending on June 30, 2006, and (ii) at any time after
June 30, 2006, each period commencing on the last day of the preceding Interest
Period applicable thereto, as the case may be, and ending on the numerically
corresponding day in the calendar month that is one month thereafter; provided that a
single Interest Period shall at all times apply to all Pre-Funded L/C
Deposits;

     

    3.5           Compensation
for
Funding
Losses.  (a) Company 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 funds (but not failure to receive the Applicable
Eurocurrency Margin) and including the

     


    
      
         


      

      
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    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:

    


    (i)          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 Continuation (whether or not
withdrawn);

     

    (ii)          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;

     

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

     

    (iv)          (A)
any other failure by Company to repay its Eurocurrency Loans when required by the terms
of this Agreement or (B) an election
made by Company pursuant to Section 3.7.

     

    (b)           Company shall compensate Deposit Bank and each
Pre-Funded L/C Lender, upon Deposit
Bank’s
or applicable Pre-Funded L/C Lender's written request (which request shall set
forth the basis for requesting such amounts), for all losses, expenses and
liabilities incurred by Deposit Bank or such Pre-Funded L/C Lender in connection
with: any withdrawals from the Pre-Funded L/C Deposit Account
pursuant to the terms of this Agreement prior to the end of the applicable
Interest Period or Scheduled Investment Termination Date for the Pre-Funded L/C
Deposits, including, without limitation, in connection with any cash
collateralization of the Letter of Credit pursuant to Section 4.1(c); provided, however, that Company shall not have any
obligation to compensate Deposit Bank or any Pre-Funded L/C Lender pursuant to
this Section
3.5(b) for any losses, expenses and liabilities in connection with periods after
such Interest Period or Scheduled Investment Termination Date, as the case may
be.

     

    (c)           A
written notice as to additional amounts owed such Lender or Pre-Funded L/C Lender under this Section
3.5 and delivered to
Company 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, Deposit Bank, or
Pre-Funded L/C Lender, as applicable, under this Section 3.5 shall be made as
though that Lender, Deposit Bank, or
Pre-Funded L/C Lender, as applicable, had actually funded its relevant Eurocurrency Loan or Pre-Funded L/C Deposit, as applicable, 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, Deposit Bank, or Pre-Funded L/C
Lender, as applicable, may fund each of its Eurocurrency Loans or Pre-Funded
L/C

     


    
      
         


      

      
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    Deposit,
as applicable, in any manner it sees fit and the foregoing assumption shall be
utilized only for the calculation of amounts payable under this Section
3.5.

    


    3.6           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 Deposit Bank, Issuing Bank or any Lender
shall incur increased costs or reduction in the amounts received or receivable
hereunder with respect to any Pre-Funded L/C Deposit, L/C
Participation or Eurocurrency 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
Pre-Funded L/C Deposit, L/C Participation or 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 Deposit Bank, Issuing Bank
or such Lender or the interbank Eurocurrency market or the
position of Deposit Bank, Issuing Bank or such Lender in
such market (excluding, however, differences in Deposit Bank, Issuing Bank or a
Lender’s cost of funds from those of Administrative Agent which are solely the result of credit
differences between Deposit Bank, Issuing Bank or 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 Company 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 Continuation given by Company 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 Company, (y) in the case of clause (ii) above, Company shall pay to Deposit Bank,
Issuing Bank or 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
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    Lender in
its sole discretion shall determine) as shall be required to compensate Deposit
Bank, Issuing Bank or such Lender for such increased costs or
reductions in amounts received or receivable hereunder and (z) in the case of clause (iii) above, Company shall take one of the actions specified in Section
3.6(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 3.6(a)(ii) or (iii), Company may (and, in the case of a Eurocurrency Loan affected by the circumstances described in Section
3.6(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 Company was
notified by the affected Lender or Administrative Agent pursuant to Section 3.6(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 3.6(b).

     

    (c)           Capital
Requirements.  If Deposit Bank,
Issuing Bank or 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
Deposit Bank, Issuing Bank or such Lender or any corporation
controlling Deposit Bank, Issuing Bank or such Lender based
on the existence of the Pre-Funded L/C Account, the Letter of Credit or such
Lender’s Commitments, Loans or
Pre-Funded L/C Deposits hereunder or its obligations hereunder, then Company shall pay to Deposit Bank, Issuing Bank or such Lender, within ten days of its written demand
therefor, such additional amounts as shall be required to compensate Deposit
Bank, Issuing Bank or such Lender or such other corporation
for the increased cost to Deposit Bank, Issuing Bank or such Lender or such other corporation or the reduction in the rate of
return to Deposit Bank, Issuing Bank or such Lender or such
other corporation as a result of such increase of capital.

     

    (d)           Certificates
for Reimbursement. The Deposit Bank, Issuing Bank and each Lender, upon determining that any additional amounts will be
payable pursuant to this Section 3.6, will give prompt
written notice thereof to Company 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
Deposit Bank, Issuing Bank or the respective Lender has
intentionally withheld or delayed such notice, in which case Deposit Bank,
Issuing Bank or the respective Lender shall not be entitled
to receive additional amounts pursuant to this Section 3.6 for periods
occurring prior to the 270th day
before the giving of such notice) shall not release or diminish any of Company’s obligations to pay additional amounts pursuant to this
Section 3.6.  In
determining such additional amounts, Deposit Bank, Issuing Bank and 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 Pre-Funded L/C Account, the
Pre-Funded L/C Commitments, Loans, Pre-Funded L/C Deposits
and obligations hereunder, cover all deposits, letters of
credit,

     


    
      
         


      

      
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    commitments,
loans and obligations similar to the Pre-Funded L/C Account,
Pre-Funded L/C Commitments, Loans, Pre-Funded L/C Deposit
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
3.6.  Such
determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

    


    3.7           Mitigation
Obligations;
Replacement of Affected Lenders.

     

    (a)           Change of
Lending Office.  The Deposit Bank,
Issuing Bank and each Lender which is or will be owed
compensation pursuant to Section 3.6(a) or (c) or Section
4.6(b) or (c) will, if
requested by Company, use reasonable efforts (subject to
overall policy considerations of such Person) 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 Deposit Bank, Issuing Bank or such Lender such
designation or assignment will avoid the need for, or materially reduce the
amount of, such compensation to Deposit Bank, Issuing Bank or such Lender and will not, in the judgment of Deposit Bank, Issuing Bank
or such Lender, be otherwise disadvantageous to Deposit
Bank, Issuing Bank or such Lender.  Company hereby agrees to pay all reasonable costs and expenses
incurred by Deposit Bank, Issuing Bank or any Lender in
connection with such designation or assignment.  Nothing in this
Section 3.7(a) shall affect
or postpone any of the obligations of Company or the right
of Deposit Bank, Issuing Bank or any Lender provided for
herein.

     

    (b)           Replacement
of Lenders.  If
(x) any Lender  is owed
increased costs under Section 3.6(a)(ii) or (iii) or Section
3.6(c) or Section
4.6(b) or (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, 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
3.7, 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 and all outstanding L/C Participations in the
Letter of Credit of the Replaced Lender (or, at the option of Company if the respective Lender’s consent is required with respect to less than all the
Facilities, to replace only the respective Loans and L/C Participations of the respective non-consenting
Lender which gave rise to the need to obtain
such Lender’s individual consent), (ii) Company 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 Company, the Replacement Lender shall become a Lender hereunder and, unless the Replaced
Lender continues to have outstanding
Term Loans hereunder, the Replaced Lender shall cease to constitute a
Lender hereunder, except with respect to indemnification
provisions under this Agreement, which
shall

     


    
      
         


      

      
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    survive
as to such Replaced Lender.  The
Pre-Funded L/C Deposit funded by any Pre-Funded L/C Lender shall not be released
in connection with any assignment, but shall instead be purchased by the
relevant assignee and continued to be held by Deposit Bank for application (if
not already applied) pursuant to Section 2.1(b)(vi)
in respect of such assignee’s obligations assigned to it.

    


    ARTICLE IV

     

    


     

    REDUCTION OF COMMITMENTS;

     

    PAYMENTS AND
PREPAYMENTS

     

    4.1           Mandatory and Voluntary
Reductions of Commitments.

     

    (a)           Mandatory
Reduction of Term
Commitments.  The Term B Commitments terminate on the Closing
Date after giving effect to the Borrowing of the Term B
Loans on such date.

     

    (b)           Mandatory
Reduction of Letter of Credit Commitments.  The Pre-Funded L/C
Commitments shall (i) be reduced on the date on which a drawing is made on the
Letter of Credit in the amount of such drawing and (ii) terminate on the
Pre-Funded L/C Commitment Termination Date.

     

    (c)           Voluntary
Reduction of Letter of Credit Commitments.  Upon at least three
Business Days prior written notice to Administrative Agent, Company shall have
the right, at any time prior to the Pre-Funded L/C Commitment Termination Date,
to permanently reduce the Pre-Funded L/C Commitment to zero subject to Company’s
cash collateralization to the extent of Issuing Bank’s outstanding Letter of
Credit, in an amount (but in no event greater than 105% of the aggregate undrawn
face amount) and manner reasonably satisfactory to Administrative Agent and
Issuing Bank.  Such reduction to the Pre-Funded L/C Commitments shall
apply to proportionately and permanently reduce the Pre-Funded L/C Commitment of
each Lender (based on their respective Pro Rata Share) to zero.  At
the time of the reduction of the Pre-Funded L/C Commitments to zero,
Administrative Agent shall request Deposit Bank to withdraw from the Pre-Funded
L/C Deposit Account the Pre-Funded L/C Deposits and to pay the same over to
Administrative Agent, and Administrative Agent shall return to the Pre-Funded
L/C Lenders (ratably in accordance with their respective Pro Rata Share) their
Pre-Funded L/C Deposits.

     

    (d)           Proportionate
Reductions.  Each reduction or
adjustment to the Commitments pursuant to this Section
4.1 shall apply
proportionately to the relevant Commitment of each Lender.

     

    4.2           Voluntary
Prepayments.  Company shall have the right to prepay the Loans in whole or in part from time to time on the following terms
and conditions:

     

    (a)           Company
shall give Administrative Agent irrevocable written notice at its Notice
Office (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans,
the amount of such prepayment and the specific Borrowings to
which such prepayment is

     


    
      
         


      

      
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    to be
applied, which notice shall be given by Company
to Administrative Agent by 1:00 p.m.
(New York City time) at
least three Business Days prior in the case of Eurocurrency Loans and at least one Business Day prior in the case of Base Rate
Loans to the date of such prepayment and which notice shall
promptly be transmitted by Administrative Agent to each of
the applicable Lenders;

    


    (b)           each
partial prepayment of any Borrowing shall be in an aggregate
principal amount of at least $1,000,000; provided that no
partial prepayment of Eurocurrency Loans
made pursuant to a single Borrowing shall reduce the
aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount applicable
thereto;

     

    (c)           each
voluntary prepayment shall include payment of accrued interest on the principal
amount repaid together with any prepayment premium due pursuant to Section 3.2(b) and
shall be applied to payment of such amounts before application to principal and
shall include amounts payable, if any, under Section
3.5;

     

    (d)           each
prepayment in respect of any Borrowing shall be applied pro
rata among the Loans comprising such Borrowing; and

     

    (e)           each
voluntary prepayment of Term Loans shall
be applied to the Scheduled Term Repayments in proportional
amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and,
within each Term Loan, to the pro rata  prepayment
of the Scheduled Term Repayments for such Term
Loan.  Unless otherwise specified by Company, such
prepayment shall be applied first to the payment of Base
Rate Loans and second to the payment of such Eurocurrency
Loans as Company shall request (and in the absence of such
request, as Administrative Agent shall
determine).

     

    The notice provisions with respect to the minimum amount of any
prepayment and the provisions requiring prepayments in integral multiples above
such minimum amount of this Section 4.2 are for the
benefit of Administrative Agent and may
be waived unilaterally by Administrative
Agent.

    


    4.3           Mandatory
Prepayments.

     

    (a)           Scheduled
Term Repayments.  Company shall cause to be
paid Scheduled Term Repayments for each Term Facility on the Term Loans until the Term Loans
are paid in full in the amounts and at the times specified in each of the Scheduled Term Repayment definitions to the extent that prepayments
have not previously been applied to such Scheduled Term
Repayments (and such Scheduled Term Repayments have not
otherwise been reduced) pursuant to the terms hereof.

     

    (b)           Mandatory
Prepayment with Proceeds of Indebtedness. On the Business Day of receipt thereof by Company or
any of its Subsidiaries, an amount equal to 100% of the
Net Offering Proceeds of any Indebtedness other than (i) Indebtedness
permitted under Section 8.2(a)-(k) or (n)-(o) hereof, (ii) the first $50,000,000 of Net Offering Proceeds
received after the Closing Date and permitted under Section 8.2(l) hereof
and (iii) Indebtedness constituting a Permitted Refinancing of Indebtedness
originally permitted under Section 8.2(l)
or

     


    
      
         


      

      
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    (m) to the extent
that the principal amount of such Indebtedness is not increased, shall be
applied as a mandatory repayment of principal of the Term Loans and cash collateralization of the L/C Obligations in the
order set forth in Section 4.4.

    


    (c)           Mandatory
Prepayment Upon Asset
Disposition.  On the first Business Day
after the date of receipt thereof by Company or any of its
Subsidiaries of Net Sale Proceeds from
any Asset Disposition (other than an Asset Disposition permitted by Section 8.3 or Section
8.4(b), an amount
equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be applied as a mandatory repayment of
principal of the Loans and cash collateralization of the L/C
Obligations, in the order set forth in Section 4.4, provided, that with
respect to no more than $25,000,000 of such Net Sale Proceeds arising from Asset
Dispositions in any Fiscal Year of Company, the Net Sale Proceeds therefrom shall not be required to be so applied
on such date to the extent that (i) no Event of Default or
Unmatured Event of Default then exists, (ii) Company delivers a certificate to Administrative Agent on or prior to such date stating that such Net
Sale Proceeds shall be used to purchase assets used or to be used in the
businesses referred to in Section 8.10 within 365 days
following the date of such Asset Disposition (which
certificate shall set forth the estimates of the proceeds to be so expended);
provided, further, that if all
or any portion of such Net Sale Proceeds not so applied to
the repayment of Loans are not so used within such 365 day
period, such remaining portion shall be applied on the last day of the
respective period as a mandatory repayment of principal of outstanding Loans as provided above in this
Section 4.3(c).

     

    (d)           Mandatory
Prepayment With Excess
Cash Flow.  On each Excess Cash Flow Payment Date, an
amount equal to 50% of Excess Cash Flow of Company and its Subsidiaries for the most
recent Excess Cash Flow Period ending prior to such Excess Cash Flow Payment Date shall be applied as a mandatory
repayment of principal of the Loans and cash
collateralization of the L/C Obligations in the order set forth in Section
4.4; provided, that so
long as no Event of Default or Unmatured
Event of Default then exists, if the Leverage Ratio as of
the last day of such most recent Excess Cash Flow Period is
less than 3.25:1.0 and greater than or equal to 2.50:1.0,
then, instead of 50%, an amount equal to 25% of Excess Cash
Flow of Company and its Subsidiaries for
such Excess Cash Flow Period shall be applied as a mandatory
repayment of Term Loans as provided
above in this Section 4.3(d) and, provided, further that if the
Leverage Ratio as of the last day of such most recent Excess Cash Flow Period is
less than 2.50:1.0, no such prepayment shall be required from Excess Cash
Flow.

     

    (e)           Mandatory
Prepayment Upon Recovery
Event. Within twenty (20) days following each date on which Company or any of its Subsidiaries receives any
proceeds from any Recovery Event, an amount equal to 100% of
the proceeds of such Recovery Event (net of reasonable costs
(including reimbursable costs) and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment of
principal of the Loans and cash collateralization of the L/C
Obligations in the order set forth in Section 4.4; provided that (1) so long as no Event of Default or Unmatured Event of Default then exists, if the net proceeds from
any Recovery Event are less than $5,000,000, then no prepayment shall be required pursuant to this
Section 4.3(e), and (2) so long as no Event of Default or Unmatured Event of Default then exists, with respect to any single
or series of related Recovery Events the net proceeds
therefrom which are equal to or greater than $5,000,000 but less than $75,000,000, such proceeds shall not be required to be so applied
on such date to the extent that Company has

     


    
      
         


      

      
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    delivered
a certificate to Administrative Agent on or prior to such date
stating that such proceeds shall be used to repair, replace or restore any
properties or assets in respect of which such proceeds were paid within 365 days
following the date of the receipt of such proceeds (which certificate shall set
forth the estimates of the proceeds to be so expended), provided, further,
that

    


    (i)          if
the amount of such proceeds from any single or series of related Recovery Events exceeds $75,000,000, then the entire amount and not just the portion in
excess of $75,000,000 shall be applied as a
mandatory repayment of Loans as provided above in this
Section 4.3(e);

     

    (ii)          if
the amount of such proceeds from any single or series of related Recovery Events
exceeds $25,000,000, then the entire amount and not just the portion in excess
of $25,000,000 shall be deposited in an escrow account with Administrative Agent
for the benefit of the Lenders pending reinvestment as provided above;
and

     

    (iii)          if
all or any portion of such proceeds not required to be applied to the repayment
of Term Loans pursuant to the first
proviso of this Section 4.3(e) are not so
used within 365 days after the day of the receipt of such proceeds, such
remaining portion shall be applied on the last day of such period as a mandatory
repayment of principal of the Loan as provided in this
Section 4.3(e).

     

    4.4           Application of
Prepayments.

     

    (a)           Prepayments. Except as expressly provided
in this Agreement, if no Event of Default or Unmatured Event
of Default shall have occurred and be continuing, all prepayments of principal
made by Company pursuant to Section 4.3 shall be applied
(i) first to the payment of the unpaid principal amount of
the Term Loans (with the Term Percentage of such repayment to be applied as a repayment of
Term Loans until paid in full) and
second to the cash collateralization of the L/C Obligations; (ii) within each of the foregoing Term Loans,
first to the payment of Base Rate Loans
and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in such order as Company shall request (and in the absence of such request, as
Administrative Agent shall determine).  If an
Event of Default or Unmatured Event of Default shall have occurred and be
continuing, the prepayments of principal shall be applied to the unpaid
principal amount of the Term Loans and the cash collateralization of the
outstanding L/C Obligations on a pro rata basis.  Each prepayment of
Term Loans made pursuant to Section
4.3(b), (c), (d) and (e) shall be applied
to reduce the remaining Scheduled Term Repayments on a pro
rata basis. If any
prepayment of Eurocurrency Loans made
pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount, such Borrowing shall immediately be
converted into Base Rate Loans.  All prepayments shall include payment of accrued
interest on the principal amount so prepaid, shall be applied to the payment of
interest before application to principal and shall include amounts payable, if
any, under Section 3.5.

     

    (b)           Payments.  All regular
installment payments of principal on the Term Loans shall be applied (i) first to the payment
of Base Rate Loans and second to the
payment of Eurocurrency Loans and (ii) with respect to Eurocurrency Loans, in such order as Company shall request
(and in the absence of such request, as Administrative Agent
shall determine).  All

     


    
      
         


      

      
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    payments
shall include payment of accrued interest on the principal amount so paid, shall
be applied to the payment of interest before application to principal and shall
include amounts payable, if any, under Section 3.5.

    


    4.5           Method and Place of
Payment.

     

    (a)           Except
as otherwise specifically provided herein, all payments
under this Agreement shall be made to Administrative Agent, for the ratable account of the Lenders entitled thereto, not later than 12:00 Noon (New York City time) on the date when due and
shall be made in immediately available funds in Dollars and in each case to the account specified therefor for
Administrative Agent or if no account has been so specified
at the Payment Office, it being understood
that written telex or telecopy notice by Company to Administrative Agent
to make a payment from the funds in Company’s account at the
Payment Office shall constitute the making
of such payment to the extent of such funds held in such
account.  Administrative Agent will thereafter
cause to be distributed on the same day (if payment was actually received by
Administrative Agent prior to 12:00
Noon (New York City
time) on such day) like funds relating to the payment of principal or interest
or fees ratably to the Lenders entitled to receive any such
payment in accordance with the terms of this Agreement.  If and to the extent that any such
distribution shall not be so made by Administrative Agent in
full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon (New York City
time) on such day),
Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the
overnight Federal Funds Rate for each day from the date such
amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender.

     

    (b)           Any
payments under this Agreement which are made by Company later than 12:00
Noon (New York City time) shall, for the purpose
of calculation of interest, be deemed to have been made on the next succeeding
Business Day.  Whenever any payment to be made
hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of
principal, interest shall be payable during such extension at the applicable
rate in effect immediately prior to such extension, except that with respect to
Eurocurrency Loans, if such next
succeeding Business Day is not in the same month as the date
on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding
applicable Business Day.

     

    (c)           Unless
Administrative Agent shall have received notice from Company prior to the date on which any payment is due to Administrative Agent for the account of the Lenders hereunder that Company will not make
such payment, Administrative Agent may
assume that Company has made such payment on such date in
accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount
due.  In such event, if Company has not in fact
made such payment, then each of the Lenders severally agrees
to repay to Administrative Agent forthwith on demand the
amount so distributed to such Lender, with interest thereon,
for each day from and including the date such amount is distributed to it but
excluding the date of payment to Administrative Agent, at
the Federal Funds Rate for amounts in Dollars for the first three days and thereafter at the Federal Funds Rate plus 1%.

     


    
      
         


      

      
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    4.6           Net
Payments.

     

    (a)           All
payments made by Company 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 Company 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
Company makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct
or withhold any Taxes, Company 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 4.6(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 4.6(b).  To
the extent Company withholds any taxes,
duties, levies, imposts, deductions, charges, withholdings, or assessments on
payments hereunder or under any Loan Document, Company shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for
payment under applicable law and shall deliver to Administrative Agent within 30 days after it has made payment to such authority a
receipt issued by such authority (or other evidence satisfactory to
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, Company 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 4.6(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)           iv)           To
the extent permitted by applicable law, each Lender that is a Non-U.S.
Participant shall deliver to Company and Administrative Agent on or prior to the Closing
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 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 4.6(d) (any such certificate, a “Section 4.6(d)(i) Certificate”).  In
addition, each Lender that is a Non-U.S. Participant agrees that from time to
time after the Closing Date, (or in the
case

     


    
      
         


      

      
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    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 Company 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 4.6(d)(i) Certificate, to
confirm or establish the entitlement to such Lender or Agent to an exemption from, or
reduction in, United States withholding tax on interest
payments to be made under this Agreement or any Note.

    


    (ii)          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
Company and Administrative Agent
certifying to such Lender or Agent is
exempt from United States backup withholding
tax.  To the extent that a form provided pursuant to this Section
4.6(d)(ii) 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 Company 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.

     

    ARTICLE V

     

    


     

    CONDITIONS OF
CREDIT

     

    The obligation of the Term B Lenders to make the Term B Loans, the
obligation of each Pre-Funded L/C Lender to fund its Pre-Funded L/C Deposit and
the obligation of Issuing Bank to issue the Letter of Credit under this
Agreement shall be subject to the fulfillment, at or prior to the Closing Date,
of each of the following conditions:

     

    


    5.1           Principal Loan
Documents.

     

    (a)           Credit
Agreement
and
Notes.  Company 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 Company 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 Term B
Commitments as shall have been requested by such Lenders all
of which shall be in full force and effect;

     

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

     


    
      
         


      

      
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    (c)           Security
Agreement.  Company and each Domestic Subsidiary shall have duly authorized, executed and delivered a
Security Agreement in the
form of Exhibit 5.1(c) (as amended,
supplemented or otherwise modified from time to time, the
“Security Agreement”)
and shall have delivered to Collateral 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;

     

    5.2           Perfection
on Personal Property Collateral.   Administrative Agent shall have received:

     

    (a)           executed
and delivered perfection certificates (each, a “Perfection
Certificate”) in the form of Exhibit 5.2(a) hereto dated
the Closing Date from Company and each
of its Domestic Subsidiary;

     

    (b)           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;

     

    (c)           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);

     

    (d)           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;

     

    (e)           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.

     

    5.3           Real
Property Documents.  Administrative Agent shall have received:

     


    
      
         


      

      
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    (a)           fully
executed and notarized counterparts of deeds of trusts, mortgages and similar
documents in favor of Collateral 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 first priority lien on each Mortgaged Property
subject only to Permitted Real Property Encumbrances and the
second priority liens of the Revolver Agent;

     

    (b)           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;

     

    (c)           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 Term B Commitments),
assuring Collateral Agent that, as to the Mortgaged Fee Property, the Mortgages are valid and enforceable
first priority mortgage liens on the respective Mortgaged
Properties, free and clear of all defects, encumbrances and other Liens except Permitted Real Property
Encumbrances, the second priority liens of the Revolver 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;

     

    (d)           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 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;

     


    
      
         


      

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

     

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

     

    5.5           Corporate
Documents
and
Financial Matters.

     

    (a)           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 Article
V hereof have been fully satisfied (except that no
opinion need be expressed as to Administrative Agent’s or Required 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 Article
V;

     

    (b)           Secretary’s
Certificate.  On the Closing Date, Administrative Agent shall have
received from each Credit Party a certificate, dated the
Closing 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 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 Required Lenders;

     

    (c)           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

     


    
      
         


      

      
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    authority)
of its state or province of organization or such equivalent document issued by
any foreign Governmental Authority if applicable
in such foreign jurisdiction;

    


    (d)           Employee
Benefit Plans; Capital Stock Agreements;
Collective
Bargaining Agreements;
Tax
Sharing Agreements;
Debt
Agreements.  On or prior to
the Closing 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(j);

     

    (E)           any
“management letters” received from 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;

     

    (e)           Environmental;
Insurance.  On or prior to
the Closing Date, Administrative Agent
shall have received:

     

    (i)          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
Administrative Agent; and

     

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

     

    (f)           Financial
Statements.  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

     


    
      
         


      

      
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    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;

    


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

     

    (h)           Existing
Indebtedness and
Capital Structure.  On the Closing 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
Revolving Credit Facility, Indebtedness permitted pursuant to Section 8.2(n) 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;

     

    (i)           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 Revolving Credit Facility to finance the Huntsman Acquisition and to pay fees and expenses in connection
therewith (whether paid on or after the Closing 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 Closing Date), (ii) after giving effect to
the Transaction and the making of the Loans and the initial borrowing under
Revolving Credit Facility, (a) Availability equals at least $70,000,000 and (b)
Company and each Material Domestic Subsidiary is Solvent.

     

    (j)           Notice of
Borrowing and
Letter of
Direction; Funds Flow Memorandum.  Administrative Agent shall have received a Notice of Borrowing meeting the requirements of
Section 2.5 and an executed
letter of direction and funds flow memorandum in form and substance acceptable
to Administrative Agent.

     

    (k)           Letter of
Credit Request.  Administrative
Agent shall have received a Letter of Credit Request in the form of Exhibit 2.1(b)(i)-2,
with a copy to Issuing Bank.

     

    5.6           Transaction
Documents,
Etc.

     

    (a)           Revolving
Credit Facility.  The Revolving
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 $115,000,000;

     

    (b)           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

     


    
      
         


      

      
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    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
Letter of Credit;

    


    (c)           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 Revolving 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.

     

    (d)           Intercreditor
Agreement.  Administrative
Agent shall have received a duly executed copy of the Intercreditor Agreement in
the form of Exhibit
5.6(d).

     

    (e)           Termination
of Existing Credit Agreement  On or prior to the Closing 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
Required 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 Borrower and its Subsidiaries in a manner satisfactory to
Administrative Agent.

     

    (f)           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, the issuance of the Letter of Credit 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.;

     

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

     


    
      
         


      

      
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    5.7           Other Closing
Conditions.

     

    (a)           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.

     

    (b)           Representations
and Warranties.  The representations and warranties contained
in this Agreement and the other Loan Documents shall each be true and
correct.

     

    (c)           No
Default.  No Event of Default or Unmatured Event of Default
shall have occurred and shall then be continuing on such date or will occur
after giving effect to such Borrowing.

     

    (d)           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.

     

    (e)           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.

     

    (f)           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.

     

    5.8           Additional
Conditions Precedent to Issuance of the Letter of Credit.  The
Issuing Bank shall not be required to issue the Letter of Credit on the Closing
Date if, after such issuance:

     

    (a)           (1)
any order, judgment or decree of any Governmental Authority or arbitrator shall
enjoin or restrain Company 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 Company, 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 Company, 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;

     


    
      
         


      

      
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    (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.

     

    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 Closing Date, such
Lender approves of and consents to each of the matters set
forth in this Article V which must be approved by, or which must be satisfactory
to, Administrative Agent or the Required
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 Required Lenders, Administrative Agent or Company shall have
delivered a copy of such agreement or document to such Lender on or prior to the Closing Date if
requested.

     

    ARTICLE VI

     

    REPRESENTATIONS AND
WARRANTIES

     

    In order to induce the Lenders to enter into
this Agreement, to make the Loans, to fund the Pre-Funded L/C Deposits and participate in the Letter
of Credit and to induce Issuing Bank to issue the Letter of Credit as provided
herein, Company makes the following
representations and warranties as of the Closing 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.  Neither Company nor any
Subsidiary of Company 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 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

     


    
      
         


      

      
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    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 Closing 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 (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 5.5(f) fairly
present in all material respects the financial

     


    
      
         


      

      
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    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, 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(j) there were as
of the Closing 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 Closing 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(j) 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
Closing 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.

     

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

     


    
      
         


      

      
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    6.6           Litigation. 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)           Term Loan
Proceeds.  All proceeds of
the Term Loans incurred on the Closing
Date shall be used by Company (x) to
finance, in part, the Huntsman Acquisition and (y) to pay fees and expenses in connection with the Transaction.

     

    (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 of
Company 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 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

     


    
      
         


      

      
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    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 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.  b) 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 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 Closing Date; (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 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).

     


    
      
         


      

      
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    (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 Collateral Agent for the benefit of the Secured
Creditors a legal, valid and enforceable security interest in all right, title
and interest of Company 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
Company and the Subsidiary Guarantors in
all of the Collateral described therein (to the extent
perfection can be obtained by filing 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 Collateral 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 Collateral Agent in any copyrights covered by the Security Agreement.

     

    (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 Collateral Agent, together with executed stock powers in blank
or

     


    
      
         


      

      
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    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
Closing 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 (f) 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 Closing Date) in favor of Collateral 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.  c)  The
Transaction Documents are in full force and effect, no material breach, default
or waiver of any term or provision thereof by Borrower 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;

     

    (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).

     


    
      
         


      

      
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    (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 Closing
Date, located in the United States and material to the operations of Company and
its Subsidiaries.  

     

    6.14           Capitalization
of Company.  On the Closing 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

     


    
      
         


      

      
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    character.  A
complete and correct copy of each of the Organizational
Documents of Company in effect on the date of this Agreement
and the Closing 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(a) hereto sets
forth a true, complete and correct list as of the Closing
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
Closing 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;

     

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

     

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

     


    
      
         


      

      
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    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.  d) Company and
each of its Subsidiaries have complied with, and on the Closing Date 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 $2,500,000.

     

    (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 $2,500,000.

     

    (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 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.

     


    
      
         


      

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

     


    
      
         


      

      
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    (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.

     

    ARTICLE VII

     

    


     

    AFFIRMATIVE
COVENANTS

     

    Company 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, Company shall:

     

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

     

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

     


    
      
         


      

      
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    (b)           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.

     

    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(b), 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 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(b), 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 an Event of 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 produce such opinions under applicable accounting or auditing standards);
and

     


    
      
         


      

      
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    (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 Revolver
Agent;

     

    (f)           Tax
Shelter Registration.  Within 10 days after notice under Section 7.3(f), a
duly completed copy of IRS Form 8886 or any successor form;

     

    (g)           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.

     

    Documents
required to be delivered pursuant to Section 7.1 or 7.2 (to the extent
any such documents are included in materials otherwise filed with the SEC) may
be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which Company posts such documents, or provides a
link thereto on Company’s website on the Internet; or (ii) on which such
documents are posted on Company’s behalf on an Internet or intranet website, if
any, to which each Lender and Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by Administrative Agent);
provided, that: (i) Company shall deliver paper copies of such documents to
Administrative Agent or any Lender that requests Company to deliver such paper
copies and (ii) Company shall notify Administrative Agent and each Lender (by
telecopier or electronic mail) of the posting of any such documents and provide
to Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents.  Notwithstanding anything contained herein,
in every instance Company shall be required to provide paper copies of the
Compliance Certificates required by Section 7.2(a) to
Administrative Agent.  Except for such Compliance Certificates,
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by Company with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.

     


    
      
         


      

      
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    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 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

     


    
      
         


      

      
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    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
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.  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.

     

    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:

     


    
      
         


      

      
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    (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.  Keep, or cause to
be kept, and cause each of its Subsidiaries to keep or cause
to be kept, adequate records and books of account, in which complete entries are
to be made reflecting its and their business and financial transactions, such
entries to be made in accordance with GAAP and all Requirements of Law and permit, and
cause each of its Subsidiaries to permit, any Lender or its respective representatives, at any reasonable time,
and from time to time at the reasonable request of such Lender made to Company and upon reasonable
notice, to visit and inspect its and their respective properties during business
hours, to examine and make copies of and take abstracts from its and their
respective records and books of account, and to discuss its and their respective
affairs, finances and accounts with its and their respective principal officers,
directors and independent public accountants (and by this provision Company authorizes such accountants to discuss with the Lenders and such representatives the affairs, finances and accounts
of Company and its Subsidiaries).

     

    7.7           ERISA;
Foreign
Pension Plan.  (a)  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;

     


    
      
         


      

      
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    (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 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 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 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,

     

    (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:

    



    
      
         


      

      
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    (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;

     

    (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.  f)                                                                                     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 Closing 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:

     


    
      
         


      

      
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    (i)          shall
be endorsed to the Collateral Agent’s reasonable
satisfaction for the benefit of the Secured Creditors
(including, without limitation, by naming 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 Collateral 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.  g) Comply with, and cause
its Subsidiaries to comply with, and, in each case take
reasonable steps to ensure compliance by all tenants and subtenants, 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.

     


    
      
         


      

      
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    (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 Collateral 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 Collateral 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.

     

    (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 Collateral 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 Required Lenders, counsel for Company
acceptable to Administrative Agent and the Required Lenders does not within 30
days after such request deliver evidence satisfactory to Administrative Agent
with respect to any Foreign Subsidiary of Company that:

     

    (1)           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,

     


    
      
         


      

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

     

    (3)           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 (1) above,
that portion of such Foreign Subsidiary’s outstanding capital stock not
theretofore pledged pursuant to a Security Document shall be pledged to
Collateral Agent for the benefit of the Secured Creditors pursuant to a Security
Document,

     

    (B)           in
the case of a failure to deliver the evidence described in clause (2) 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 (3) above,
such Foreign Subsidiary shall execute and deliver a Security Document granting
Collateral 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
Required 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
Collateral 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 Required Lenders to assure
themselves that this Section 7.11 has
been complied with, provided, however, as to real
property, Company shall only be required to deliver such title policies,
surveys, and appraisals as are required pursuant to Section
7.11(c).

     

    7.12           Interest
Rate Protection.  Within one hundred twenty (120) days after
the Closing 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

     


    
      
         


      

      
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    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 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.

    


    ARTICLE VIII

     

    


     

    NEGATIVE
COVENANTS

     

    Company 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.  Company will not and will not 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 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(j) hereto and
Permitted Refinancings thereof and other Liens listed on Schedule
8.1(c);

     

    (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, in each case, and any improvements
      and accessions to such property and any replacement thereof or proceeds
      therefrom;

            


    

    



    
      
         


      

      
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              (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)           Liens
on Receivables Facility Assets transferred in accordance with the terms of a
Permitted Accounts Receivable Securitization;

     

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

     

    (g)           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.  Company will not, and will not permit any of their
Subsidiaries to, directly or indirectly, incur, create,
assume directly or indirectly, or suffer to exist any Indebtedness (including Disqualified Stock)
except:

     

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

     

    (b)           Guarantee
Obligations with respect to Indebtedness described in clauses (c) through (k)
and (n) through (o) below;

     

    (c)           Indebtedness
under the Revolving Credit Facility and any Permitted
Refinancing thereof, in each case, in an amount not to exceed the greater of (1)
$150,000,000 and (2) the sum of 85% of Accounts Receivable of Company and its
Subsidiaries and 65% of Inventory of Company and its Subsidiaries, in each case,
as set forth on the most recent financial statements of Company delivered
pursuant to Section
7.1;

     

    (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 Company issued and
outstanding on or prior to the date on which such Subsidiary was acquired by Company (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 Company) 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)           Receivables
Facility Attributable Debt incurred in connection with a Permitted Accounts
Receivable Securitization provided that the aggregate outstanding amount
of

     


    
      
         


      

      
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    such
Indebtedness permitted to be outstanding shall not when added to Indebtedness
permitted to be outstanding pursuant to Section 8.2(c),
exceed the greater of (1) $150,000,000 and (2) the sum of 85% of Accounts
Receivable of Company and its Subsidiaries and 65% of Inventory of Company and
its Subsidiaries, in each case, as set forth on the most recent financial
statements of Company delivered pursuant to Section
7.1;

    


    (g)           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;

     

    (h)           Indebtedness
under Interest Rate Agreements
so long as management of Company or such Subsidiary, as the case may be, has
determined that entering into of such Interest Rate Agreements was for bona fide (as opposed to
speculative) hedging activities;

     

    (i)           Indebtedness
under Other Hedging
Agreements with a term of one year or less in connection with Company’s or any of its Subsidiaries’
operations so long as management of Company or such Subsidiary, as the case may be, has determined
that entering into of such Other Hedging
Agreements was for bona fide (as opposed to
speculative) hedging activities;

     

    (j)           Indebtedness
outstanding on the date hereof and listed on Schedule
8.2(j) hereto (“Indebtedness to Remain
Outstanding”) and any Permitted Refinancing
thereof.

     

    (k)           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 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 Company, each such loan
or advance shall be subordinated to the indefeasible payment in full of all of
Company’s 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 Company,
such Indebtedness shall be evidenced by promissory notes
payable to Company, in form and substance satisfactory to
Administrative Agent, which promissory notes shall be
delivered and pledged to Administrative Agent as part of the
Collateral;

     

    (l)           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, to
the extent required by the terms of Section 4.3(b), are
applied to repay the Term Loans, 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;

     

    (m)           Unsecured
Indebtedness of Company or its Subsidiaries, and Guarantee Obligations of
Company’s or its Subsidiaries that are Credit Parties, provided, that (i)
the Net

     


    
      
         


      

      
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    Offering
Proceeds therefrom are applied in accordance with Section 4.3(e) and
(ii) such Unsecured Indebtedness satisfies clauses (ii) and (iv) of the
definition of Permitted Refinancing and any Permitted Refinancing
thereof;

    


    (n)           Indebtedness
owed to any Person providing financing for worker’s compensation, health,
disability or other employee benefits or property, casualty or liability
insurance of Company 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

     

    (o)           Secured
or unsecured Indebtedness not otherwise permitted hereunder not exceeding $5,000,000 in the aggregate principal amount at any
time outstanding.

     

    8.3           Fundamental
Changes.  Company will not and will not 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 (other than a Receivables Subsidiary) of Company (a) may merge into Company in a transaction in
which Company 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 MTBE Joint Venture may merge or consolidate
with Company or any of its 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

     


    
      
         


      

      
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    had NewCo
been the borrower hereunder on such date under Sections 5.2, 5.3(a) - (c), and
(e)(ii) and
(vi) such other documentation as Administrative Agent or Collateral Agent may
request.

    


    8.4           Asset
Sales.  Company will not, and will not permit any of its
Subsidiaries to, consummate an Asset Disposition, except
that:

     

    (a)           Company
and its 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 Closing 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)           Company
and its 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 Required 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 Administrative Agent
shall be authorized to take any actions deemed appropriate in order to effect
the foregoing.

     

    8.5           Restricted
Payments.  Company will not, and will not permit any of its
Subsidiaries to, make any Restricted
Payment; provided,
that:

     

    (a)           so
long as no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result therefrom, 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)           Company
and its Subsidiaries may defease, redeem, repurchase or otherwise acquire
Indebtedness of any Credit Party that is subordinated to the Obligations
with

     


    
      
         


      

      
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    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;

     

    (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 no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result therefrom, 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 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 no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result therefrom, and provided that 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

     


    
      
         


      

      
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    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.  Company will not, and will not
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 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.  Company will not, and will not 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(h) and Other Hedging Agreements in compliance with Section
8.2(i);

     

    (f)           pledges
or deposits made in the ordinary course of
business;

     


    
      
         


      

      
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    (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 clauses (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 $50,000,000; provided, that the aggregate amount of Foreign 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 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
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 no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result therefrom, and provided that 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, 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

     


    
      
         


      

      
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    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.  Company will not, and will not permit any of its
Subsidiaries, 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 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.  Company will not, and will not permit any of its Subsidiaries to enter into or acquire any line of business which is
not reasonably related to the business

     


    
      
         


      

      
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    engaged
in as of the date hereof.  Company will not permit any
MTBE Subsidiary to enter into or acquire any line of business or assets other
than MTBE Assets.

    


    8.11           Fiscal
Year.  Company will not, and will not 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. Company will not, and will not 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;

     

    (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 Revolving 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.  Company will not, and will not 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 Company 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

     


    
      
         


      

      
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    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
other 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 (A) 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 and (B) any
documents evidencing a Permitted Accounts Receivable Securitization, (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 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.

    


    ARTICLE IX

     

    


     

    RESERVED

     

    9.1           Reserved. 

     

    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, L/C Obligation or any
other 

     


    
      
         


      

      
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    Obligation
owing hereunder or under any other Loan Document
when due and such default in payment shall continue for five (5) 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
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

     


    
      
         


      

      
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    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 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 Collateral 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

     


    
      
         


      

      
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    Document
require to be perfected), in favor of Collateral 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 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 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;

     

    (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 Required
Lenders, shall take one or more of the following actions: (i) by written notice to Company declare all or any part of the Term
Commitments and/or the Pre-Funded L/C Commitments to be terminated whereupon the
Term Commitments and/or the Pre-Funded L/C Commitments (or
the part thereof so declared) shall forthwith terminate, (ii) by written notice to Company declare all or any part of the sums then

     


    
      
         


      

      
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    owing by
each Credit Party hereunder (including all L/C Obligations
comprised of unreimbursed drawings on the Letter of Credit), 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, (iii) terminate the 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 L/C Obligations comprised of the undrawn face amount of the Letter
of Credit, 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 Required 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.

     

    ARTICLE XI

     

    


     

    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 as Collateral Agent under all applicable Security Documents (for purposes of this Agreement, the term “Administrative Agent”
shall include DB in its capacity as Collateral 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 

     


    
      
         


      

      
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    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 Required Lenders as are consented to in writing by the Required 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 or Collateral 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 Required 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, collectibility, or sufficiency of any of the Loan Documents or any other
document or the financial condition of 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 Required
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 Required 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

     


    
      
         


      

      
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    acting or
approving under any of the Loan
Documents in accordance with the instructions of the Required 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 Company 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 Aggregate
Pro Rata 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.

     

    For purposes hereof, “Aggregate Pro Rata Share” means, when used with reference to any
Lender and any described aggregate or total amount, an amount equal to the
result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Lender's Commitment with respect
to all Facilities and the denominator of which shall be the aggregate
Commitments outstanding for all Lenders or, if no Commitments are then
outstanding, with respect to such Facilities, such Lender's aggregate Loans and
L/C Participations with respect to such Facilities to the total Loans and L/C
Participations outstanding hereunder with respect to such Facilities, and when
used with reference to any Lender's percent interest, such fraction, expressed
as a percentage.

     

    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 “Required
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 Required Lenders or a holder of Obligations.  Administrative Agent
may accept deposits 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

     


    
      
         


      

      
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    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.  h)                                                                                                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 Required 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 Required 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
Required Lenders shall thereafter perform all the duties of
Administrative Agent hereunder until such time, if any, as
the Required Lenders, with the consent of Company, appoint a successor Administrative
Agent as provided above.

     

    11.10                      The Joint
Lead Arranger, Joint Book Runners, Syndication Agent.  Notwithstanding
any other provision of this Agreement or any provision of
any other Loan Document, each of the Joint
Lead Arranger, Joint Book Runners, Syndication 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

     


    
      
         


      

      
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    Documents
or the transactions contemplated hereby and thereby; it being understood and
agreed that the Joint Lead Arranger, Joint Book Runners and Syndication 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 Arranger, Joint Book Runners or
Syndication 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 Required 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)          extend
the final scheduled maturity of any Loan or Note or extend the stated maturity of the Letter of Credit beyond
the Pre-Funded L/C Commitment Termination Date, or reduce the rate or extend the
time of payment of interest or fees thereon, or reduce the principal amount
thereof,

     

    (ii)          release
all or substantially all of the Guarantors or all or
substantially all of the Collateral (except as expressly
provided in the Subsidiary
Guaranty or the Security Documents),

     

    (iii)          amend,
modify or waive any provision of this Section 12.1(a), or reduce
the percentage specified in the definition of Required
Lenders; or

     

    (iv)          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

    


    (A)           increase
the Term Commitments of any Lender over
the amount thereof then in effect without the consent of such Lender,

     


    
      
         


      

      
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    (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,

     

    (D)           without
the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or
commitment reduction, alter the required application of any prepayments or
repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.4(a) (although the
Required Lenders may waive in whole or
in part, any such prepayment, repayment or commitment reduction so long as the
application, as amongst the various Facilities, of any such
prepayment, repayment or commitment reduction which is still required to be made
is not altered),

     

    (E)           without
the consent of the Majority Lenders of each Facility amend the definition of Majority
Lenders,

     

    (F)           without
the consent of the Majority Lenders of the Term Facility affected thereby, amend the definition of Term Pro Rata Share,

     

    (G)           without
the consent of the Majority Lenders of the applicable Facility, amend the definition of Scheduled
Term Repayments for such Facility in a manner that decreases
or delays any Scheduled Term Repayment;

     

    (H)           without
the consent of the Majority Lenders holding Pre-Funded L/C Commitments, amend,
modify or waive any condition precedent set forth in Section 2.1(b)(ii)
with respect to the amendment of the Letter of Credit;

     

    (I)           without
the consent of Issuing Bank, amend, modify or waive any provision of Section 2.1(b) or
alter its rights and obligations with respect to the Letter of
Credit;

     

    (J)           without
the consent of Deposit Bank, amend, modify or waive any provision relating to
the rights or obligations of Deposit Bank;

     

    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 Required 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.

     


    
      
         


      

      
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    (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) or (D)
through (H) of the second proviso to such sentence, the consent of the Required 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 and
L/C Participations 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 3.7 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.  i) 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 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 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.

     


    
      
         


      

      
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    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.  Company agrees to pay promptly upon request by Administrative Agent (or any Lender, Issuing
Bank or Deposit Bank 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 (including, without
limitation, the administration by the Deposit Bank of the Pre-Funded L/C Deposit
Account and the Pre-Funded L/C Deposits) 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 or (ii) if an Unmatured Event of Default or
Event of Default exists at the time such 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, (ii) all costs and expenses
incurred by Administrative Agent, any Lender, Issuing Bank
or Deposit Bank, 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, Company 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, each Lender, Issuing Bank and Deposit Bank harmless from and against any
and all liabilities with respect to or resulting from any delay by Company in paying, or omission by Company 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.

     


    
      
         


      

      
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    (b)           Indemnification.  Company will indemnify and hold harmless Administrative Agent, each Lender, Issuing Bank
and Deposit Bank 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 Pre-Funded L/C Deposit or the use of the proceeds therefrom, (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 Company 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 Company or any of its Subsidiaries or any real property to which Contaminants related to
Company 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, court costs and
litigation expenses, provided that, with respect to any liabilities arising from
acts or failure to act for which Company or any of its
Subsidiaries is strictly liable under any Environmental Law or Environmental Permit, Company’s obligation to
each Indemnified Person under this indemnity shall
likewise be without regard to fault on the part of Company
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, Company will, if requested by Administrative
Agent, any Lender 

     


    
      
         


      

      
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    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 Company shall fail to do any act or thing
which it has covenanted to do hereunder or any representation or warranty on the
part of Company 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 Company 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, Company 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 Company under this Section 12.4 shall survive
the termination of this Agreement and the discharge of
Company’s other Obligations
hereunder.

     

    (c)           Waiver of
Consequential Damages, Etc. To the fullest extent
permitted by applicable law, Company 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 of Company 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

     


    
      
         


      

      
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    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 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

     


    
      
         


      

      
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    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
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.

     

    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 Term B
Commitment and Loans and/or Pre-Funded L/C Commitments (and
Pre-Funded L/C Deposit, if applicable) 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 4.6(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 4.6(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 3.6 and Section
4.6 as if such Participant was a Lender.  Company agrees that if amounts outstanding
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    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 3.6 and Section
4.6 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, Note or the Letter of Credit (unless such Letter of Credit is not
extended beyond the Pre-Funded L/C Commitment Termination Date) in which such
Participant is participating (it being understood that
amending the definition of any Scheduled Term Repayment
(other than the Maturity Date), shall not constitute an
extension of the final scheduled maturity of any Loan or
Note) 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
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
(A) outstanding principal amount of Term Loans in an amount
not less than $1,000,000 and (B) Pre-Funded L/C Commitments
and related Pre-Funded L/C Deposit in an amount not less than $1,000,000
(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

     


    
      
         


      

      
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    delayed;
provided, however, that prior
to the Syndication Date, assignments by Administrative Agent shall not require the written consent of
Company to the extent that Company has orally consented to
an assignment to a Lender or an Affiliate or Related Fund of such Lender prior
to the date of such assignment), and; provided, further, 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 or by any Credit Party) 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 4.6(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 Schedule 1.1(a) hereto,
to  the extent, and only to the extent, necessary to reflect the
addition of such 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 Maximum Commitment, the
determination of its Term Pro Rata Share, (rounded to twelve
decimal places), the Loans and/or
Pre-Funded L/C Commitments 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.  Notwithstanding anything to the contrary
contained above, if at any time after the termination of the Pre-Funded L/C
Commitments, the Letter of Credit remains outstanding, assignments may be made
as provided above, except that the respective assignment shall be of a portion
of the respective Lender’s participation in the Letter of Credit (and the
related share of its Pre-Funded L/C Deposit), although any such assignment
effected after the termination of the Pre-Funded L/C Commitments shall not
release the assigning Lender from its obligations as a participant with respect
to the outstanding Letter of Credit (although the respective assignee may agree,
as between itself and the respective assigning Lender, that it shall be
responsible for such amounts).  The Pre-Funded L/C Deposit funded by a
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    Lender
shall not be released in connection with any assignment of its Pre-Funded L/C
Commitment, but shall instead be purchased (to the extent of the Pro Rata Share
so assigned) by the relevant assignee and continue to be held for application
(if not already applied) pursuant to Section 2.1(b)(vi) in
respect of such assignee’s obligations under the Pre-Funded L/C Commitment
assigned to it.

    


    (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 12.15 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           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 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.

     


    
      
         


      

      
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    (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.

     

    12.10                      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.

     

    12.11                      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 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 Pro Rata Share of
the Loans of the Lender named as the
payee of the Note which is the subject of such
transfer.

     


    
      
         


      

      
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    12.12                      Registry.  Company hereby designates Administrative Agent
to serve as Company’s agent, solely for purposes of this
Section 12.12 to maintain a
register (the “Register”) on which
it will record the Term 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 Term
Commitments shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent
with respect to ownership of such Term 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 Term 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.

     

    12.13                      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.

     

    12.14                      Termination
of Agreement.  This Agreement shall terminate when the Term
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 Company 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.

     

    12.15                      Treatment
of Certain Information; Confidentiality.  Each of
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

     


    
      
         


      

      
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    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
Company or any other Credit Party and
its obligations, (g) with the consent of 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 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
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.

    


    12.16                      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 Administrative Agent or the Required Lenders (or, where required by
the express terms, hereof, a different proportion of the
Lenders) in accordance with the provisions hereof or of the other Loan
Documents, and the exercise by Administrative Agent, the Collateral Agent or the Required 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,
Administrative Agent and Collateral
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, Administrative Agent hereby
appoints, authorizes and directs each Lender to act as
collateral sub-agent for Administrative Agent and the Lenders for purposes of the perfection of all security interests
and Liens with

     


    
      
         


      

      
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    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
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)          Administrative
Agent and the Lenders hereby direct
Administrative Agent and Collateral
Agent to release, in accordance with the terms hereof, any
Lien held by Administrative Agent or
Collateral Agent, under the Security Documents:

     

    (A)           against
all of the Collateral, upon termination of this Agreement as provided in this Section 12.16;

     

    (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 Closing 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 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 Administrative Agent by
Company in an officer’s certificate acceptable in form and
substance to Administrative Agent; and

     

    (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 Required
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 12.16 promptly upon
the

     


    
      
         


      

      
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    effectiveness
of any such release or enter into intercreditor agreements contemplated or
permitted herein.

    


    (c)           No
Obligation.  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 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 Administrative Agent’s own interests in the Collateral as one of the Lenders and that
Administrative Agent shall not have any duty or liability
whatsoever to any Lender, provided, that, notwithstanding
the foregoing, Administrative Agent shall be responsible for
its grossly negligent actions or actions constituting intentional
misconduct.

     

    12.17                      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]


    
      
         


      

      
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    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:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    


    DEUTSCHE BANK TRUST COMPANY AMERICAS, in its
individual capacity as a Lender and as Administrative
Agent

     

    By:    /s/ Frank
Fazio                                                                       

    Name:     Frank
Fazio                                                                      

    Title:  
Director                                               

    


    By: 
/s/ Carin
Keegan                                                      

    Name:   Carin
Keegan                                                                        

    Title: 
Vice
President                                              

    



    
      
        
          Signature
Page to

          Texas
Petrochemicals LP

          Term Loan
Agreement