form8kex102.htm


     

    Exhibit
10.1

     

    


     

    EXECUTION COPY

     

    


     

    


     

    THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

     

    dated as
of December 30, 2008

     

    (amending
and restating the Second Amended and Restated Credit Agreement,

     

    dated as
of February 23, 2004, as amended),

     

    among

     

    CHESAPEAKE
CORPORATION,

     

    as the
Parent,

     

    CHESAPEAKE
UK HOLDINGS LIMITED,

    BOXMORE
INTERNATIONAL LIMITED, and

    CHESAPEAKE
PLC,

     

    as the
U.K. Borrowers,

     

    VARIOUS
FINANCIAL INSTITUTIONS AND OTHER PERSONS

    FROM TIME
TO TIME PARTIES HERETO,

     

    as the
Lenders,

     

    and

     

    WACHOVIA
BANK, NATIONAL ASSOCIATION,

     

    as the
Administrative Agent,

     

    ___________________________

     

    WACHOVIA
CAPITAL MARKETS, LLC,

    as Sole
Lead Arranger and the Sole Book Runner

    


    


     


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    THIRD
AMENDED AND RESTATED

     

    CREDIT
AGREEMENT

     

    THIS
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 30, 2008
(amending and restating the Credit Agreement, dated as of June 15, 2000 (the
“Original Credit
Agreement”), as amended and restated by the Amended and Restated Credit
Agreement, dated as of February 8, 2001 and as amended, as amended and restated
by the Second Amended and Restated Credit Agreement, dated as of February 23,
2004, as amended), is among CHESAPEAKE CORPORATION, a Virginia corporation (the
“Parent”), U.K.
ACQUISITIONS PLC (“U.K. Acquisitions”),
CHESAPEAKE UK HOLDINGS LIMITED, a limited liability company incorporated under
the laws of England and Wales (“UK Holdings”),
BOXMORE INTERNATIONAL LIMITED, a limited liability company incorporated under
the laws of Northern Ireland (“Boxmore”), CHESAPEAKE
PLC, formerly known as Field Group Plc, a public limited company incorporated
under the laws of England and Wales (“Chesapeake Plc”; each
of UK Holdings, Boxmore and Chesapeake Plc is sometimes referred to herein as a
“U.K. Borrower”
and collectively sometimes referred to herein as the “U.K. Borrowers”, and
together with the Parent and U.K. Acquisitions, each sometimes referred to
herein as an “Existing
Borrower” and collectively sometimes referred to herein as the “Existing Borrowers”),
the various financial institutions and other Persons from time to time parties
hereto (the “Lenders”), WACHOVIA
BANK, NATIONAL ASSOCIATION (“Wachovia”), as
administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders, and WACHOVIA CAPITAL MARKETS, LLC, as a sole
lead arranger and the sole bookrunner (in such capacity, the “Bookrunner”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
pursuant to the Second Amended and Restated Credit Agreement, dated as of
February 23, 2004 (as amended or otherwise modified prior to the date hereof,
the “Existing Credit
Agreement”), among the Existing Borrowers, certain financial institutions
and other Persons (terms not defined in these recitals being used as defined in
Article I of this Agreement) from time to time party thereto (the “Existing Lenders”)
and Wachovia, as administrative agent thereunder, the Existing Lenders were
committed to making extensions of credit to the Existing Borrowers on the terms
and conditions set forth therein and made revolving loans (the “Existing Revolving
Loans”), other currency loans (the “Existing Other Currency
Loans”, and collectively with the Existing Revolving Loans, the “Existing Loans”), and
issued letters of credit (the “Existing Letters of
Credit”) for the account of the Existing Borrowers;

     

    WHEREAS,
on December 29, 2008 (the “Petition Date”), the
Debtors filed voluntary petitions in the United States Bankruptcy Court for the
Eastern District of Virginia (the “Bankruptcy Court”)
for relief, and commenced proceedings (the “Case”) under Chapter
11 of the U.S. Bankruptcy Code (11 U.S.C. §§ 101 et seq.; the “Bankruptcy Code”) and
have continued in the possession of their assets and in the management of their
businesses pursuant to Sections 1107 and 1108 of the Bankruptcy
Code.

     

    WHEREAS,
the Existing Borrowers desire to, among other things, continue the Existing
Loans and the Existing Letters of Credit under this Agreement and the
Post-Petition Borrowers desire to obtain the Post-Petition Loan Commitments to
make Post-Petition Loans as set forth herein;

     

    WHEREAS,
the Borrowers have requested that the Existing Credit Agreement be amended and
restated in its entirety to become effective and binding on the Borrowers
pursuant to the terms of this Agreement, and the Lenders (including certain of
the Existing Lenders) have agreed (subject to the terms of this Agreement) to
amend and restate the Existing Credit Agreement in its entirety to read as set
forth in this Agreement, and it has been agreed by the parties to the Existing
Credit Agreement that 

     

    
      
        
        

      

      
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    (a) the
Existing Loans, the Existing Letters of Credit and other Obligations (as defined
in the Existing Credit Agreement) outstanding under the Existing Credit
Agreement shall be governed by and deemed to be outstanding under the amended
and restated terms and conditions contained in this Agreement, which shall not
constitute a novation but with the intent that the amended and restated terms of
this Agreement shall replace the terms of the Existing Credit Agreement as a
renewal thereof and in substitution (but not in extinguishment) thereof, and (b)
the Lenders have agreed to lend to the Post-Petition Borrowers Post-Petition
Loans in an amount up to the total Post-Petition Loan Commitments on the terms
and subject to the conditions set forth herein;

     

    WHEREAS,
all Obligations are and shall continue to be secured by, among other things, the
Security Agreement, the Collateral Documents and certain other Loan Documents,
and shall be guaranteed pursuant to the DIP Guaranty, the Existing Subsidiary
Guaranty, the Non-U.S. Subsidiary Guaranty and the guaranty provided by the
Borrowers (other than the Parent) in Section 4.10 hereof;
and

     

    WHEREAS,
it is a condition to the effectiveness of this Agreement that each Collateral
Document be as amended and restated or otherwise as provided for in the
applicable Exhibit to this Agreement;

     

    NOW,
THEREFORE, the parties hereto hereby agree to amend and restate the Existing
Credit Agreement, and the Existing Credit Agreement is hereby amended and
restated in its entirety, as follows:

     

     

    ARTICLE
I                                

     

    DEFINITIONS
AND ACCOUNTING TERMS

     

    Section
1.1. Defined
Terms.  The
following terms (whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be equally applicable to
the singular and plural forms thereof):

     

    “Additional Costs”
means, with respect to any Loan denominated in an Other Currency, for any
Interest Period, (i) the cost as calculated by the Administrative Agent in
accordance with Schedule III hereto imputed to each applicable Lender of
compliance with the mandatory liquid assets requirements of the Bank of England
and/or the Financial Services Authority (or, in any case, any other authority
which replaces all or any of its functions) and/or the European Central Bank
during that Interest Period, expressed as a percentage and (ii) any reserve
asset, liquidity or cash margin or other like requirements of any other
applicable monetary, regulatory, supervisory or other authority in relation to
that Loan, in each case during that Interest Period, expressed as a
percentage.

     

    “Adjusted EBITDA”
means, with respect to the Borrowers and their Subsidiaries on a consolidated
basis, for any applicable period, EBITDA for such period, as adjusted for the
pro forma impact of any
Dispositions of assets during such period, such adjustments to be in form and
substance reasonably satisfactory to the Administrative Agent.

     

    “Administrative Agent”
is defined in the preamble and includes
each other Person, if any, appointed as the successor Administrative Agent
pursuant to Section
9.4.

     

    “Administrative
Borrower” is defined in the Section
1.5.

     

    
      
        
        

      

      
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    “Affiliate” of any
Person means any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person.  “Control”
of a Person means the power, directly or indirectly,

     

    (a) to vote
10% or more of the Capital Securities (on a fully diluted basis) of such Person
having ordinary voting power for the election of directors, managing members or
general partners (as applicable); or

     

    (b) to direct
or cause the direction of the management and policies of such Person (whether
through ownership of Capital Securities, by contract or otherwise).

     

    “Agreement” means, on
any date, the Original Credit Agreement, as amended and restated by the Existing
Credit Agreement and as amended and restated hereby, and as the same may be
further amended, supplemented, amended and restated or otherwise modified from
time to time and in effect on such date.

     

    “Aggregate Available
Post-Petition Amount” means (i) on any date prior to the date on which
the Final Order has been entered by the Bankruptcy Court, $18,550,000 and (ii)
on any date thereafter, $30,000,000 or such higher amount not to exceed the
Post-Petition Loan Commitment Amount, as may be approved by the Required
Post-Petition Lenders in their sole discretion; provided, however, that unless
otherwise agreed by all of the Post-Petition Lenders, the Aggregate Available
Post-Petition Amount at any time shall not exceed 50% of the Post-Petition Loan
Commitment Amount at such time until the later of the date of entry of the Final
Order and the satisfaction of the Exit Financing Condition; provided further that, except
in the case of any drawing on the closing date of any Triggering 363 Sale, the
Aggregate Available Amount shall be reduced by an amount equal to the accrued
and unpaid fees and expenses incurred in the Case by professionals
retained by the Debtors or any Committee (as most recently reported to
the Administrative Agent pursuant to Section 7.1.1(p)),
after giving effect to drawings for approved fees and expenses of such
professionals, determined on a weekly basis.  For the avoidance of
doubt, any drawing on the closing date of any Triggering 363 Sale may include
accrued and unpaid fees of such professionals which are in the Budget but not
yet approved, plus $1,000,000, and the proceeds of such drawing shall be held by
the Administrative Agent in a separate, segregated account pending such
approval.

     

    “Alternate Base Rate”
means, on any date and with respect to all Base Rate Loans, a fluctuating rate
of interest per annum equal to (a) with respect to Existing Loans, the higher of
(i) the Base Rate in effect on such day, and (ii) the Federal Funds Rate in
effect on such day plus 1⁄2 of 1%, and (b) with respect to Post-Petition Loans,
the highest of (i) 4.50%, (ii) the Base Rate in effect on such day, and (iii)
the Federal Funds Rate in effect on such day plus 1⁄2 of 1%.  Changes in
the rate of interest on that portion of any Loans maintained as Base Rate Loans
will take effect as of the opening of business on the date of each change in the
Alternate Base Rate.  The Administrative Agent will give notice
promptly to the Borrowers and the Lenders of changes in the Alternate Base Rate;
provided that
the failure to give such notice shall not affect the Alternate Base Rate in
effect after such change.  If for any reason the Administrative Agent
shall have determined (which determination shall be conclusive in the absence of
manifest error) that it is unable to ascertain the Federal Funds Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms hereof, the Alternate Base
Rate shall be determined without regard to clause (b) of the
first sentence of this definition, until the circumstances giving rise to such
inability no longer exist.

     

    “Amendment
No.1”  means Amendment No. 1 to the Existing Subsidiary
Guaranty, dated as of the Effective Date, substantially in the form of Exhibit H-2 hereto,
executed and delivered by an Authorized Officer of each Subsidiary party
thereto.

     

    
      
        
        

      

      
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    “Applicable Margin”
means, 7.00% for LIBO Rate Loans and 6.00% for Base Rate Loans.

     

    “Assignee Lender” is
defined in Section
10.12.1.

     

    “Assignor Lender” is
defined in Section
10.12.1.

     

    “Authorized Officer”
means, relative to any Obligor, those of its officers, general partners or
managing members (as applicable) whose signatures and incumbency shall have been
certified to the Administrative Agent, the Lenders and the Issuer pursuant to
Section 5.1.1,
or otherwise in a manner reasonably satisfactory to the Administrative Agent, as
updated by the Borrowers from time to time and certified in the manner provided
above.

     

    “Bankruptcy Code” is
defined in the preamble.

     

    “Bankruptcy Court” is
defined in the preamble.

     

    “Base Rate” means, at
any time, the rate of interest then most recently established by the lender
acting as Administrative Agent in its principal office in Charlotte, North
Carolina as its prime rate for Dollars loaned in the United
States.  The parties hereto acknowledge that the Base Rate is an index
rate and is not necessarily intended to be the lowest rate or best rate of
interest charged by the lender acting as Administrative Agent to other banks or
to customers in connection with extensions of credit.

     

    “Base Rate Loan” means
a Loan, in Dollars, bearing interest at a fluctuating rate determined by
reference to the Alternate Base Rate.

     

    “Bid Procedures” means
the procedures for obtaining competing bids for the purchase of the Proposed
Sale Assets as set forth in the Stalking Horse Bid.

     

    “Bidding Procedures
Order” is defined in Section
7.1.12.

     

    “Bookrunner” is
defined in the preamble.

     

    “Borrower” and “Borrowers” means,
collectively, the Existing Borrowers and the Post-Petition
Borrowers.

     

    “Borrowing” means
Post-Petition Loans of the same type and, in the case of LIBO Rate Loans, having
the same Interest Period, made by all Post-Petition Lenders required to make
such Post-Petition Loans on the same Business Day and pursuant to the same
Borrowing Request in accordance with Section
2.1.

     

    “Borrowing Request”
means a Post-Petition Loan request and certificate duly executed by an
Authorized Officer of the Administrative Borrower requesting such Post-Petition
Loans, substantially in the form of Exhibit B
hereto.

     

    “Boxmore” is defined
in the preamble.

     

    “Budget” means the
rolling 13-week cash revenue and expense forecast of the Parent and its
Subsidiaries beginning from and including the Effective Date, which is to be
delivered to the Administrative Agent pursuant to the terms herein and which is
in form reasonably satisfactory to the Administrative Agent.

     

    
      
        
        

      

      
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    “Business Day”
means

     

    (a) any day
which is neither a Saturday or Sunday nor a legal holiday on which banks are
authorized or required to be closed in New York, New York or Charlotte, North
Carolina; and

     

    (b) relative
to the making, continuing, converting, prepaying or repaying of any LIBO Rate
Loans, any day which is a Business Day described in clause (a) above and
which is also a day on which dealings in Dollars and Other Currency are carried
on in the London interbank market.

     

    “Capital Expenditures”
means, for any period, the aggregate amount of (a) all expenditures of the
Parent and its Subsidiaries for fixed or capital assets made during such period
which, in accordance with GAAP, would be classified as capital expenditures and
(b) Capitalized Lease Liabilities incurred by the Parent and its Subsidiaries
during such period.

     

    “Capital Securities”
means, with respect to any Person, any and all shares, interests (including
membership interests and partnership interests), participations or other
equivalents (however designated, whether voting or non-voting) of such Person’s
capital (including any instruments convertible into equity), whether now
outstanding or issued after the Effective Date.

     

    “Capitalized Lease
Liabilities” means all monetary obligations of any Person or any of its
Subsidiaries under any leasing or similar arrangement which have been (or, in
accordance with GAAP, should be) classified as capitalized leases, and for
purposes of each Loan Document the amount of such obligations shall be the
capitalized amount thereof, determined 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
terminated by the lessee without payment of a premium or a penalty.

     

    “Carve-Out” means (i)
all fees required to be paid to the Clerk of the Bankruptcy Court and to the
Office of the U.S. Trustee under Section 1930(a) of title 28 of the United
States Code; and (ii) all allowed fees and expenses incurred in the
Case by professionals retained by the Debtors or by the Committee in
amount not to exceed the sum of (A) all allowed fees and expenses of such
professionals accrued and unpaid prior to the occurrence of a Termination Event
or Triggering 363 Sale,  up to the amounts set forth in the Budget for
such professionals as of the date such  Termination Event or
Triggering 363 Sale occurs, plus (B) (i) after the occurrence of a
Triggering 363 Sale, an amount not to exceed $1,000,000 in the aggregate, or
(ii) after the occurrence a Termination Event other than a Triggering 363 Sale,
an amount not to exceed $2,000,000 in the aggregate.  The Carve-Out
shall not be reduced by any such allowed professional fees or expenses paid in
the Case prior to the occurrence of a Termination Event, or any fees, expenses,
indemnities or other amounts paid to the Administrative Agent or the
Post-Petition Lenders and their respective attorneys and agents under this
Agreement or otherwise, provided that: (x) no
portion of the Carve-Out shall be available to pay any such professional fees
and expenses incurred in connection with the initiation or prosecution of any
claims, causes of action, adversary proceedings or other litigation or any
threatened litigation against the Administrative Agent, the Post-Petition
Lenders or the Existing Lenders or the “Administrative Agent” under the Existing
Credit Agreement and (y) nothing herein shall impair the right of any party to
object to the reasonableness of any such fees or expenses to be paid by the
Debtors’ estates.

     

    For the
purposes of this definition:

     

    
      
        
        

      

      
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    “Termination Event”
shall mean either (i) the occurrence and continuance of an Event of Default or
(ii) the occurrence of a Triggering 363 Sale; and

     

    “Triggering 363 Sale”
means the closing of any 363 Sale if such 363 Sale does not result in sufficient
net proceeds to pay such professional fees and expenses in the Budget, including
without limitation such professional fees and expenses in the Budget that have
been incurred but not paid prior to such 363 Sale.

     

    “Case” is defined in
the preamble.

     

    “Cash Collateralize”
means with respect to an Existing Letter of Credit, the deposit of immediately
available funds into a cash collateral account maintained with (or on behalf of)
the Administrative Agent on terms satisfactory to the Administrative Agent in an
amount equal to the Stated Amount of such Existing Letter of
Credit.  Derivatives of such term shall have corresponding
meanings.

     

    “Cash Equivalent
Investment” means, at any time:

     

    (a) any
direct obligation of (or unconditionally guaranteed by) the United States or a
State thereof (or any agency or political subdivision thereof, to the extent
such obligations are supported by the full faith and credit of the United States
or a State thereof) maturing not more than one year after such
time;

     

    (b) commercial
paper maturing not more than 270 days from the date of issue, which is issued
by

     

    (i)           a
corporation (other than an Affiliate of any Obligor) organized under the laws of
any State of the United States or of the District of Columbia and rated A-1 or
higher by S&P or P-1 or higher by Moody’s, or

     

    (ii)           any
Lender (or its holding company), excluding any Lender that is a holder of any
Senior Subordinated Notes;

     

    (c) any
certificate of deposit, time deposit or bankers acceptance, maturing not more
than one year after its date of issuance, which is issued by either

     

    (i)           any
bank organized under the laws of the United States or any State thereof and
which has (x) a credit rating of A2 or higher from Moody’s or A or higher from
S&P and (y) a combined capital and surplus greater than $500,000,000,
or

     

    (ii)           any
Lender, excluding any Lender that is a holder of any Senior Subordinated Notes;
or

     

    (d) any
repurchase agreement having a term of 30 days or less entered into with any
Lender or any commercial banking institution satisfying the criteria set forth
in clause
(c)(i) which

     

    (i)           is
secured by a fully perfected security interest in any obligation of the type
described in clause
(a), and

     

    
      
        
        

      

      
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    (ii)           has
a market value at the time such repurchase agreement is entered into of not less
than 100% of the repurchase obligation of such commercial banking institution
thereunder.

     

    “Casualty Event” means
the damage, destruction or condemnation, as the case may be, of property of the
Parent or any of its Subsidiaries.

     

    “Centre of Main
Interests” means the ''centre of main interests” as that term is used in
Article 3(1) of The Council of the European Union Regulation No. 1346/2000 on
Insolvency Proceedings.

     

    “CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended.

     

    “CERCLIS” means the
Comprehensive Environmental Response Compensation Liability Information System
List.

     

    “Change in Control”
means

     

    (a) the
failure of the Parent at any time to directly own beneficially and of record on
a fully diluted basis at least 71.99% of the outstanding Capital Securities of
UK Holdings, such Capital Securities to be held free and clear of all Liens
(other than Liens granted under a Loan Document); or

     

    (b) the
failure of U.K. Holdings at any time to directly own beneficially and of record
on a fully diluted basis at least 99.98% of the outstanding Capital Securities
of U.K. Acquisitions, such Capital Securities to be held free and clear of all
Liens (other than Liens granted under a Loan Document); or

     

    (c) any
person or group (within the meaning of Sections 13(d) and 14(d) under the
Exchange Act), shall become the ultimate “beneficial owner” (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital
Securities representing more than 24.5% of the Capital Securities of the Parent
on a fully diluted basis; or

     

    (d) during
any period of 24 consecutive months, individuals who at the beginning of such
period constituted the Board of Directors of the Parent (together with any new
directors whose election to such Board or whose nomination for election by the
stockholders of the Parent was approved by a vote of a majority of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors of the Parent
then in office; or

     

    (e) there
shall have occurred under any indenture or other instrument evidencing
Indebtedness of or in excess of the Dollar Equivalent of $10,000,000 any “change
in control” or “change of control” or words of similar import (in each case as
defined in such indenture or other evidence of Indebtedness) obligating any
Borrower to repurchase, redeem or repay all or any part of the debt or Capital
Securities provided for therein.

     

    “Chesapeake
International” means Chesapeake International Holding Company, a Virginia
corporation and a wholly-owned, direct subsidiary of the Parent.

     

    
      
        
        

      

      
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    “Chesapeake Plc” is
defined in the preamble.

     

    “Code” means the
Internal Revenue Code of 1986, and the regulations thereunder, in each case as
amended, reformed or otherwise modified from time to time.

     

    “Collateral Documents”
is the collective reference to each Security Agreement, the DIP Guaranty, each
Pledge Agreement, each Non-U.S. Security Document and any other document entered
into by the Parent or any of its Subsidiaries creating or expressly to create
any Lien in favor of the Administrative Agent over all or any part of its assets
in respect of the Obligations.

     

    “Commitment” means, as
the context may require, a Lender’s Post-Petition Loan Commitment and a Lender’s
Sterling Post-Petition Loan Commitment.

     

    “Commitment Amount”
means, as the context may require, the Post-Petition Loan Commitment Amount or
the Sterling Post-Petition Loan Commitment Amount.

     

    “Commitment Fee”
means, with respect to the Post-Petition Loan Commitment, 0.50%.

     

    “Commitment Termination
Event” means

     

    (a) the
occurrence of any Event of Default described in clauses (a) or (b) of Section 8.1.9 with
respect to any U.K. Borrower; or

     

    (b) the
occurrence and continuance of any other Event of Default and either

     

    (i)           the
declaration of all or any portion of the Post-Petition Loans to be due and
payable pursuant to Section 8.3,
or

     

    (ii)           the
giving of notice by the Administrative Agent, acting at the direction of the
Required Post-Petition Lenders, to the Administrative Borrower that the
Post-Petition Loan Commitments have been terminated.

     

    “Committee” means any
statutory committee appointed in the Case.

     

    “Compliance
Certificate” means a certificate duly completed and executed by an
Authorized Officer of the Administrative Borrower, substantially in the form of
Exhibit D
hereto, together with such changes thereto as the Administrative Agent may from
time to time request for the purpose of monitoring the Borrowers’ compliance
with the financial covenants contained herein.

     

    “Contingent Liability”
means any agreement, undertaking or arrangement by which any Person guarantees,
endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to
supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the Indebtedness of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the Capital Securities of any
other Person.  The amount of any Person’s obligation under any
Contingent Liability shall (subject to any limitation set forth therein) be
deemed to be the outstanding principal amount of the debt, obligation or other
liability guaranteed thereby.

     

    
      
        
        

      

      
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    “Continuation/Conversion
Notice” means a notice of continuation or conversion and certificate duly
executed by an Authorized Officer of the Administrative Borrower, substantially
in the form of Exhibit
C hereto.

     

    “Control Agreement” is
defined in Section
7.1.11.

     

    “Controlled Group”
means all members of a controlled group of corporations and all members of a
controlled group of trades or businesses (whether or not incorporated) under
common control which, together with the Obligors, are treated as a single
employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA and
Sections 414(m) and (o) of the Code for purposes of Section 412 of the
Code.

     

    “Credit Extension”
means, the making of a Post-Petition Loan by a Post-Petition
Lender.

     

    “Debt Service” means,
for any period, the amount of any repayment or prepayment of the principal of
the Loans and any cash Interest Expense required to be paid thereon by the
Borrowers for such period.

     

    “Debtors” means the
Parent, Chesapeake International Holding Company, Chesapeake Printing and
Packaging Company, Chesapeake Pharmaceutical Packaging Company Inc., WTM I
Company, Sheffield, Inc., Chesapeake Assets Company, Chesapeake Recycling
Company, Chesapeake Display and Packaging Company, The Chesapeake Corporation of
Virginia, Chesapeake Corporation (Wisconsin), Chesapeake Corporation
(Massachusetts), Chesapeake Corporation (D.C.), Chesapeake Corporation
(Illinois), Chesapeake Corporation (Louisiana), Chesapeake Forest Products
Company, LLC, Cary St. Company, Delmarva Properties, Inc. and Stonehouse
Inc.

     

    “Default” means any
Event of Default or any condition, occurrence or event which, after notice or
lapse of time or both, would constitute an Event of Default.

     

    “Defaulting Lender” is
defined in Section
4.11.

     

    “Determination Date”
is defined in Section
2.9.1.

     

    “DIP Financing Orders”
means the Interim Order and the Final Order.

     

    “DIP Guaranty” means
the Superpriority Debtor In Possession Priming Guaranty & Security
Agreement, dated as of the Effective Date, substantially in the form of Exhibit K hereto,
executed and delivered by an Authorized Officer of each Debtor, as amended,
supplemented, amended and restated or otherwise modified from time to
time.

     

    “Disbursement” is
defined in Section
2.6.2.

     

    “Disbursement Date” is
defined in Section
2.6.2.

     

    “Disclosure Schedule”
means the Disclosure Schedule attached hereto as Schedule I, as it may
be amended, supplemented, amended and restated or otherwise modified from time
to time by the Borrowers with the written consent of the Required Lenders (other
than with respect to Items 1.1 and 1.2
thereof).

     

    “Disposition” (or
similar words such as “Dispose”) means any
sale, transfer, lease, contribution or other conveyance (including by way of
merger) of, or the granting of options, warrants or 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    other
rights to, any of the Parent’s or its Subsidiaries’ assets (including accounts
receivable and Capital Securities of Subsidiaries) to any other Person (other
than to another Subsidiary) in a single transaction or series of related
transactions.

     

    “Dollar” and the sign
“$” mean the
lawful money of the United States.

     

    “Dollar Equivalent”
means, at any time, (a) as to any amount denominated in Dollars, the amount
thereof at such time, and (b) as to any amount denominated in an Other Currency,
the equivalent amount in Dollars as determined by the Administrative Agent at
such time on the basis of the Spot Rate for the purchase of Dollars with such
Other Currency on the most recent Determination Date.

     

    “Domestic Office”
means the office of a Lender designated as its “Domestic Office” on Schedule II hereto or
in a Lender Assignment Agreement, or such other office within the United States
as may be designated from time to time by notice from such Lender to the
Administrative Agent and the Administrative Borrower.

     

    “Dow Jones Market Screen 3740
or 3750” means the Reuters Screen LIBOR01 Page designated as “3740” or
“3750” on the Dow Jones Market Service (or such other display page or service
that the Administrative Agent may choose for the purpose of displaying British
Bankers’ Association interest settlement rates for Dollars or Other
Currency).

     

    “EBITDA” means, with
respect to the Borrowers and their Subsidiaries on a consolidated basis, for any
applicable period, the sum of

     

    (a) Net
Income for such period, plus

     

    (b) to the
extent deducted in determining Net Income, and without duplication, the sum of
(i) amounts attributable to amortization, (ii) income Tax expense, (iii)
Interest Expense and (iv) depreciation of assets and other non-cash charges, in
each case for such period, minus

     

    (c) any
non-recurring gains (and plus non-recurring losses, including in the case of
Fiscal Year end 2008, costs related to the global cost savings program and
consulting fees related to current process improvement projects in an amount not
to exceed $20,000,000 in the aggregate) during such period.

     

    In
connection with any calculation of “EBITDA” required to determine compliance
with Section
7.2.4(a), the exchange rates to be used for such calculation shall be as
follows: (i) $1.60/£1.00 and (ii) $1.30/€1.00.

     

    “Effective Date” means
the date this Agreement becomes effective pursuant to Sections 5.1 and
10.9.

     

    “Eligible Assignees”
means each Lender, any Affiliate of a Lender, any commercial bank, commercial
finance company or other financial institution, any fund that invests in loans
(including any Related Fund) in the ordinary course of its business and any
other Person approved in writing by the Administrative Agent other than direct
competitors of a Borrower identified by such Borrower in writing and
acknowledged by the Administrative Agent.

     

    “Environmental Laws”
means all applicable federal, state or local statutes, laws, ordinances, codes,
rules, regulations and guidelines (including consent decrees and administrative
orders) relating to public health and safety and protection of the
environment.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute thereto of similar import, together with the regulations thereunder, in
each case as in effect from time to time.  References to Sections of
ERISA also refer to any successor Sections thereto.

     

    “Euro” and the sign
“€” means the
single currency of the Member States of the European Union that have adopted
such currency as their currency in accordance with the legislations of the
European Union relating to the European Economic and Monetary
Union.

     

    “Event of Default” is
defined in Section
8.1.

     

    “Excess Cash Flow”
means, for any Fiscal Quarter, the excess (if any), of

     

    (a)           EBITDA
for such Fiscal Quarter

     

    over

     

    (b)           the
sum (for such Fiscal Quarter), without duplication, of (i) Debt Service actually
paid in cash by the Parent and its Subsidiaries, (ii) Interest Expense actually
paid in cash by the Parent and its Subsidiaries, (iii) all income taxes actually
paid in cash by the Parent and its Subsidiaries, (iv) Capital Expenditures
actually made by the Parent and its Subsidiaries, (v) Restricted Payments made
on Capital Securities of the Parent in cash pursuant to Section 7.2.6 and (vi)
principal amortization payments on Indebtedness.

     

    “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended.

     

    “Existing Borrower”
and “Existing
Borrowers” are defined in the preamble.

     

    “Existing Credit
Agreement” is defined in the first
recital.

     

    “Existing Lender Exemption
Certificate” is defined in clause (a)(v) of
Section
4.6.

     

    “Existing Lenders” is
defined in the first
recital.

     

    “Existing Letters of
Credit” is defined in the first
recital.

     

    “Existing Loan Note”
means, a joint and several promissory note of the Borrowers payable to any
Lender, in the form of Exhibit A-1 hereto
(as such promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Borrowers to such
Lender resulting from outstanding Existing Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

     

    “Existing Loans” is
defined in the first
recital.

     

    “Existing Obligations”
means all obligations (monetary or otherwise, whether absolute or contingent,
matured or unmatured) of the Existing Borrowers arising under or in connection
with a Loan Document, including Reimbursement Obligations and the principal of
and premium, if any, and interest (including interest accruing during, or which
would have accrued but for, the pendency of any proceeding of the type described
in Section
8.1.9, whether or not allowed in such proceeding) on the Existing
Loans.

     

    “Existing Other Currency
Lender” means each Lender that has either outstanding Existing Other
Currency Loans or existing participations in Existing Other Currency
Loans.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Existing Other Currency
Loans” is defined in the first
recital.

     

    “Existing Revolving
Loans” is defined in the first
recital.

     

    “Existing Subsidiary
Guaranty”  means the Amended and Restated Subsidiary Guaranty,
dated as of February 23, 2004, attached as Exhibit H-1 hereto,
as amended by Amendment No. 1 and as further amended, supplemented, amended and
restated or otherwise modified from time to time.

     

    “Exit Financing
Condition” means all of the Existing Lenders, the Purchasers, the
Borrowers and the Parent shall have agreed in writing on terms and conditions
for the restructuring of the Existing Loans in connection with a 363 Sale
contemplated by the 363 Asset Purchase Agreement.

     

    “Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal for each day
during such period to

     

    (a) the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York; or

     

    (b) if such
rate is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by
it.

     

    “Fee Letter” means
that certain confidential letter, dated as of November 24, 2008, among Wachovia
and the Parent, as the same may be amended, supplemented, amended and restated
or otherwise modified from time to time by the parties thereto.

     

    “Field Group Pension
Plan” means the pension scheme known as the Field Group Pension Plan
currently governed in accordance with a definitive deed and rules dated April 4,
2006 (as amended from time to time).

     

    “Final Order” has the
meaning specified in Section 5.2.1.

     

    “First Day Orders”
means all orders entered by the Bankruptcy Court on the Petition Date or within
five Business Days after the Petition Date or based on motions filed on the
Petition Date.

     

    “Fiscal Month” means a
month ending on the date set forth on Schedule IV hereto
corresponding to the last day of each period for each applicable Fiscal
Year.

     

    “Fiscal Quarter” means
a quarter ending on the date set forth on Schedule IV hereto
corresponding to the last day of the 3rd, 6th, 9th or 12th period for each
applicable Fiscal Year.

     

    “Fiscal Year” means
any 12 periods beginning and ending on the dates set forth on Schedule IV hereto;
references to a Fiscal Year with a number corresponding to any calendar year
(e.g., the
“2008 Fiscal Year”) refer to the Fiscal Year ending on the last day of the
12th
period of such calendar year.

     

    “Foreign Employee Benefit
Plan” means any employee benefit plan as defined in Section 3(3) of ERISA
which is maintained or contributed to for the benefit of the employees of any
Obligor or 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    any
member of the Controlled Group, but which is not covered by ERISA pursuant to
ERISA Section 4(b)(4).

     

    “Foreign Pension Plan”
means any employee benefit plan as defined in Section 3(3) of ERISA which (i) is
maintained or contributed to for the benefit of employees of any Obligor or any
member of the Controlled Group, (ii) is not covered by ERISA pursuant to Section
4(b)(4) of ERISA, and (iii) under applicable local law, is required to be funded
through a trust or other funding vehicle.

     

    “F.R.S. Board” means
the Board of Governors of the Federal Reserve System or any successor
thereto.

     

    “GAAP” is defined in
Section
1.4.

     

    “Governmental
Authority” means the government of the United States, any other nation or
any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other Person
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “Hazardous Material”
means

     

    (a) any
“hazardous substance”, as defined by CERCLA;

     

    (b) any
“hazardous waste”, as defined by the Resource Conservation and Recovery Act, as
amended; or

     

    (c) any
pollutant or contaminant or hazardous, dangerous or toxic chemical, material or
substance (including any petroleum product) within the meaning of any other
applicable federal, state or local law, regulation, ordinance or requirement
(including consent decrees and administrative orders) relating to or imposing
liability or standards of conduct concerning any hazardous, toxic or dangerous
waste, substance or material, all as amended.

     

    “Hedging Obligations”
means, with respect to any Person, all liabilities of such Person under currency
exchange agreements, interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates.

     

    “herein”, “hereof”, “hereto”, “hereunder” and
similar terms contained in any Loan Document refer to such Loan Document as a
whole and not to any particular Section, paragraph or provision of such Loan
Document.

     

    “Immaterial
Subsidiary” means each Subsidiary of the Parent that (a) accounted for no
more than 5% of the consolidated gross revenues of the Parent and its
Subsidiaries, (b) has assets which represent no more than 5% of the consolidated
gross assets of the Parent and its Subsidiaries, in each case, as of the last
day of the most recently completed Fiscal Quarter with respect to which,
pursuant to clause
(a) of Section
7.1.1, financial statements have been, or are required to have been,
delivered by the Parent or (c) has been identified as such on Item 1.1 of the
Disclosure Schedule (“Immaterial
Subsidiaries”), as such Item is updated from time to time with prior
notice to the Administrative Agent.

     

    “Inactive Subsidiary”
means each Subsidiary listed on Item 1.2 of the Disclosure Schedule (“Inactive
Subsidiaries”), as such Item is updated from time to time with prior notice to
the Administrative Agent.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “include” and “including” means
including without limiting the generality of any description preceding such
term, and, for purposes of each Loan Document, the parties hereto agree that the
rule of ejusdem generis shall not be applicable to limit a general statement,
which is followed by or referable to an enumeration of specific matters, to
matters similar to the matters specifically mentioned.

     

    “Indebtedness” of any
Person means:

     

    (a) all
obligations of such Person for borrowed money or advances and all obligations of
such Person evidenced by bonds, debentures, notes or similar
instruments;

     

    (b) all
obligations, contingent or otherwise, relative to the face amount of all letters
of credit, whether or not drawn, and banker’s acceptances issued for the account
of such Person;

     

    (c) all
Capitalized Lease Liabilities of such Person;

     

    (d) for
purposes of Section
8.1.5 only, all other items which, in accordance with GAAP, would be
included as liabilities on the liability side of the balance sheet of such
Person as of the date at which Indebtedness is to be determined;

     

    (e) net
liabilities of such Person under all Hedging Obligations;

     

    (f) whether
or not so included as liabilities in accordance with GAAP, all obligations of
such Person to pay the deferred purchase price of property or services excluding
trade accounts payable in the ordinary course of business which are not overdue
for a period of more than 90 days or, if overdue for more than 90 days, as to
which a dispute exists and adequate reserves in conformity with GAAP have been
established on the books of such Person, and indebtedness secured by (or for
which the holder of such indebtedness has an existing right, contingent or
otherwise, to be secured by) a Lien on property owned or being acquired by such
Person (including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;

     

    (g) obligations
arising under Synthetic Leases; and

     

    (h) all
Contingent Liabilities of such Person in respect of any of the
foregoing.

     

    The
Indebtedness of any Person shall include the Indebtedness of any other Person
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such Person, except to the extent the
terms of such Indebtedness provide that such Person is not liable
therefor.

     

    “Indemnified
Liabilities” is defined in Section
10.4.

     

    “Indemnified Parties”
is defined in Section
10.4.

     

    “Intercreditor
Agreement” means the Intercreditor Agreement by and between the
Administrative Agent, the Existing Lenders, the Post-Petition Lenders and the
Borrowers, in the form of Exhibit M
hereto.

     

    “Interest Expense”
means, for any applicable period, the aggregate interest expense (both accrued
and paid, and net of interest income paid during such period to the Parent and
its Subsidiaries) of 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    the
Parent and its Subsidiaries for such period, including the portion of any
payments made in respect of Capitalized Lease Liabilities allocable to interest
expense.

     

    “Interest Period”
means relative to any LIBO Rate Loan, the period beginning on (and including)
the date on which such LIBO Rate Loan is made or continued as, or converted
into, a LIBO Rate Loan pursuant to Section 2.3 or 2.4 and shall end on
(but exclude) the day which numerically corresponds to such date, with respect
to Existing Loans, one, two, three or six months, and with respect to
Post-Petition Loans, one month, thereafter (or, if such month has no numerically
corresponding day, on the last Business Day of such month) as the Administrative
Borrower may select in its relevant notice pursuant to Section 2.3 or 2.4; provided that (a) the
Administrative Borrower shall not be permitted to select Interest Periods to be
in effect at any one time which have expiration dates occurring on more than
eight different dates; (b) if such Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
following Business Day (unless such next following Business Day is the first
Business Day of a calendar month, in which case such Interest Period shall end
on the Business Day next preceding such numerically corresponding day); and (c)
no Interest Period for any Loan may end later than the Stated Maturity Date for
such Loan.

     

    “Interim Order” is
defined in Section
5.1.14.

     

    “Interim Order Amount”
is defined in Section
5.1.14.

     

    “Investment” means,
relative to any Person,

     

    (a) any loan,
advance or extension of credit made by, or Contingent Liability entered into by,
such Person to or for the benefit of any other Person, including the purchase by
such Person of any bonds, notes, debentures or other debt securities of any
other Person; and

     

    (b) any
Capital Securities held by such Person in any other Person.

     

    The
amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property at the time of such Investment.

     

    “Issuer” means the
Administrative Agent in its capacity as Issuer of the Existing Letters of
Credit.

     

    “Judgment Currency” is
defined in Section
10.17.

     

    “Lender Assignment
Agreement” means an assignment agreement substantially in the form of
Exhibit E
hereto.

     

    “Lenders” is defined
in the preamble
(and includes any Person that becomes a Lender pursuant to Section
10.12.1).

     

    “Lender’s Environmental
Liability” means any and all losses, liabilities, obligations, penalties,
claims, litigation, demands, defenses, costs, judgments, suits, proceedings,
damages (including consequential damages), disbursements or expenses of any kind
or nature whatsoever (including reasonable attorneys’ fees at trial and
appellate levels and experts’ fees and disbursements and expenses incurred in
investigating, defending against or prosecuting any litigation, claim or
proceeding) which may at any time be imposed upon, incurred by or asserted or
awarded against the Administrative Agent, any 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Lender,
the Issuer or any of such Person’s Affiliates, shareholders, directors,
officers, employees, and agents in connection with or arising from:

     

    (a) any
Hazardous Material on, in, under or affecting all or any portion of any property
of the Parent or any of its Subsidiaries, the groundwater thereunder, or any
surrounding areas thereof to the extent caused by Releases from the Parent’s or
any of its Subsidiaries’ or any of their respective predecessors’
properties;

     

    (b) any
misrepresentation, inaccuracy or breach of any warranty, contained or referred
to in Section
6.13;

     

    (c) any
violation or claim of violation by the Parent or any of its Subsidiaries of any
Environmental Laws; or

     

    (d) the
imposition of any lien for damages caused by or the recovery of any costs for
the cleanup, release or threatened release of Hazardous Material by the Parent
or any of its Subsidiaries, or in connection with any property owned or formerly
owned by the Parent or any of its Subsidiaries.

     

    “Letter of Credit
Outstandings” means, on any date, an amount equal to the sum of (a) the
then aggregate amount which is undrawn and available under all issued and
outstanding Existing Letters of Credit, and (b) the then aggregate amount of all
unpaid and outstanding Reimbursement Obligations.

     

    “LIBO Rate” means,
relative to any Interest Period, either (a) the rate of interest per annum
determined by the Administrative Agent (rounded upward to the nearest 1/16 of
1%) appearing on, in the case of Dollars, the Dow Jones Market Screen 3740 or
3750 and, in the case of Other Currency, the appropriate page of the Reuters
screen which displays British Bankers Association Interest Settlement Rates for
deposits in the relevant Other Currency (or, in each case, such other
page or service as may replace such page on such system or service for
the purpose of displaying such rates) (or, in each case, if more than one rate
appears on such screen, the arithmetic mean for all such rates rounded upward to
the nearest 1/16 of 1%) as the London interbank offered rate for deposits in the
applicable currency at approximately 11:00 A.M., London time, on the second full
Business Day preceding the first day of such Interest Period, and in an amount
approximately equal to the amount of the Administrative Agent’s LIBO Rate Loan
and for a period approximately equal to such Interest Period or (b) if such rate
is for any reason not available, the rate per annum equal to the rate at which
the Administrative Agent or its designee is offered deposits in such currency at
or about 11:00 A.M. London, England time, two Business Days prior to the
beginning of such Interest Period in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of its LIBO
Rate Loans are then being conducted for settlement in immediately available
funds, for delivery on the first day of such Interest Period for the number of
days comprised therein, and in an amount comparable to the amount of its LIBO
Rate Loan to be outstanding during such Interest
Period.  Notwithstanding the calculation of LIBO Rate set forth
herein, commencing with the Effective Date with respect to Post-Petition Loans
and commencing with September 28, 2008 with respect to Existing Loans and
Existing Letters of Credit, and continuing through and including the Termination
Date and for all purposes under the Loan Documents, if the calculation of the
LIBO Rate in accordance with the foregoing results in a LIBO Rate that is less
than 3.5%, then the LIBO Rate shall be deemed to be 3.5% and such rate shall
remain in effect until such time as the LIBO Rate, as calculated in accordance
with the foregoing, is greater than 3.5%.

     

    “LIBO Rate Loan” means
a Loan bearing interest, at all times during an Interest Period applicable to
such Loan, at a rate of interest determined by reference to the LIBO Rate
(Reserve Adjusted).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “LIBO Rate (Reserve
Adjusted)” means, relative to any Loan to be made, continued or
maintained as, or converted into, a LIBO Rate Loan for any Interest
Period,

     

    (a) which is
denominated in Dollars, a rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) determined pursuant to the following formula:

     

    
      	
              LIBO
      Rate (Reserve Adjusted)

            	
              =

            	
              LIBO
      Rate

            
	 
      	 
      	
              1.00
      - LIBOR Reserve Percentage

            
	 
      	 
      	 
      


    

    (b) in the
case of an Existing Other Currency Loan and any Sterling Post-Petition Loan,
which is denominated in Sterling or Euros (and funded by the Lenders in the
United Kingdom), a rate per annum (rounded upwards, if necessary, to the nearest
1/16 of 1%) determined pursuant to the following formula:

     

    
      	
              LIBO
      Rate (Reserve Adjusted)

            	
              =

            	
              LIBO
      Rate + Additional Costs

            
	 
      	 
      	 
      


    

    The LIBO
Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be
determined by the Administrative Agent on the basis of the LIBOR Reserve
Percentage in effect two Business Days before the first day of such Interest
Period.

     

    “LIBOR Office” means
the office of a Lender designated as its “LIBOR Office” on Schedule II hereto or
in a Lender Assignment Agreement, or such other office designated from time to
time by notice from such Lender to the Administrative Borrower and the
Administrative Agent, whether or not outside the United States, which shall be
making or maintaining the LIBO Rate Loans of such Lender.

     

    “LIBOR Reserve
Percentage” means, relative to any Interest Period for LIBO Rate Loans,
the reserve percentage (expressed as a decimal) equal to the maximum aggregate
reserve requirements (including all basic, emergency, supplemental, marginal and
other reserves and taking into account any transitional adjustments or other
scheduled changes in reserve requirements) specified under regulations issued
from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of or including “Eurocurrency Liabilities”, as currently
defined in Regulation D of the F.R.S. Board, having a term approximately equal
or comparable to such Interest Period.

     

    “Lien” means any
security interest, mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or otherwise), charge against or
interest in property, or other priority or preferential arrangement of any kind
or nature whatsoever, to secure payment of a debt or performance of an
obligation.

     

    “Loan” means, as the
context may require, an Existing Revolving Loan, an Existing Other Currency
Loan, a Sterling Post-Petition Loan or a Post-Petition Loan.

     

    “Loan Documents”
means, collectively, this Agreement (including any documentation, agreements or
other instruments entered into in order to effect the security interests
contemplated in Section 7.1.9 or any
amendments to this Agreement), the Existing Letters of Credit, the Notes, the
Intercreditor Agreement, the DIP Financing Orders, the Fee Letter, the Existing
Subsidiary Guaranty, the Non-U.S. Security Documents, the Non-U.S. Subsidiary
Guaranty, the DIP Guaranty, each Pledge Agreement, each Security Agreement, each
other agreement pursuant to which the Administrative Agent is granted a Lien to
secure any Obligations and each other agreement, certificate, document or
instrument delivered in connection with any Loan Document, whether or not
specifically mentioned herein or therein.

     

    
      
        
        

      

      
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    “Material Adverse
Effect” means a material adverse effect on (a) the assets, business,
condition (financial or otherwise), operations, liabilities, debt service
capacity, performance, properties or prospects of any Borrower, the Parent and
its Subsidiaries taken as a whole (other than (x) in connection with the
commencement of the Case and (y) all events that have been disclosed in any
public filing with the SEC or to the Lenders on or prior to the Petition Date),
(b) the rights and remedies of any Secured Party under any Loan Document or (c)
the ability of any Obligor to perform its Obligations under any Loan
Document.

     

    “Material Obligor”
means each Obligor that is not an Immaterial Subsidiary, but shall include the
Subsidiary Guarantors and each Pledged Subsidiary.

     

    “Material Subsidiary”
means any Subsidiary of the Parent that is not (a) an Inactive Subsidiary or (b)
an Immaterial Subsidiary.

     

    “Merge” means for any
Person to liquidate or dissolve, consolidate with, or merge into or with, any
other Person, or purchase or otherwise acquire all or substantially all of the
assets of any Person (or any division thereof).

     

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

     

    “Multiemployer Plan”
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which
any Obligor or any member of a Controlled Group is making or accruing an
obligation to make contributions, or has within any of the preceding five plan
years made or accrued an obligation to make contributions.

     

    “Net Casualty
Proceeds” means, with respect to any Casualty Event, the amount of any
insurance proceeds or condemnation awards (including over funding of any ERISA
plan) received by the Parent and its Subsidiaries in connection with such
Casualty Event, but excluding any proceeds or awards required to be paid to a
creditor (other than the Lenders) which holds a first priority Permitted Lien on
the property which is the subject of such Casualty Event.

     

    “Net Debt Proceeds”
means, with respect to the sale or issuance by the Parent or any of its
Subsidiaries to any Person of any Indebtedness permitted hereunder or otherwise
permitted by the Required Post-Petition Lenders in writing, the excess of
(a) the gross cash proceeds received by the Parent or such Subsidiary from
such sale or issuance, over (b) all
reasonable and customary underwriting commissions and legal, investment banking,
brokerage and accounting and other professional fees, sales commissions and
disbursements and all other reasonable fees, expenses and charges, in each case
actually incurred in connection with such sale or issuance that have not been
paid to Affiliates of the Parent or any of its Subsidiaries; provided however that the
following shall be deemed not to be “Net Debt Proceeds”: (x) the proceeds of any
issuance or other incurrence of purchase money Indebtedness by the Parent or any
of its Subsidiaries if the net proceeds thereof shall have been used by the
Parent or such Subsidiary to purchase fixed assets subject to and in accordance
with Section
7.2.3 and Section 7.2.4(b), or
(y) the proceeds of any other issuance of Indebtedness permitted hereunder or
otherwise permitted in writing by the Required Post-Petition Lenders if the net
proceeds thereof shall have been used to refinance Indebtedness permitted
hereunder.

     

    “Net Disposition
Proceeds” means, with respect to any Disposition of any assets of the
Parent or any of its Subsidiaries permitted pursuant to Section 7.2.9, the
excess of (a)
the gross cash proceeds received by the Parent or such Subsidiary from such
Disposition, over (b) the sum of
(i) all reasonable and customary fees and expenses with respect to legal,
investment banking, brokerage and accounting and other professional fees, sales
commissions and disbursements and all other reasonable

     

    
      
        
        

      

      
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    fees,
expenses and charges, in each case actually incurred in connection with such
Permitted Disposition that have not been paid to Affiliates of the Parent or any
of its Subsidiaries, and (ii) all Taxes actually paid or estimated by the
Borrowers (in good faith) to be payable in cash in connection with such
Permitted Disposition, but Net Disposition Proceeds shall include the excess, if
any, of the estimated taxes payable in connection with such Disposition over the
actual amount of taxes paid, immediately after the payment of such
taxes.

     

    “Net Equity Proceeds”
means with respect to the sale or issuance by the Parent or any of its
Subsidiaries of any of its Capital Securities, warrants or options or the
exercise of any such warrants or options, the excess of
(a) (i) the gross cash proceeds received by the Parent or such Subsidiary
from such sale, issuance or exercise less (ii) the gross
cash proceeds received by the Parent or such Subsidiary from such sale, issuance
or exercise pursuant to any employee benefit plan offered by the Parent or such
Subsidiary over
(b) all reasonable and customary underwriting commissions and legal,
investment banking, brokerage and accounting and other professional fees, sales
commissions and disbursements actually incurred in connection with such sale or
issuance that have not been paid to Affiliates of the Parent or any of its
Subsidiaries in connection therewith.

     

    “Net Income” means,
for any period, the aggregate of all amounts (including all amounts
in respect of any extraordinary gains and including extraordinary losses) that
would be included as net income on the consolidated financial statements of the
Parent and its Subsidiaries for such period.

     

    “Non-Excluded Taxes”
means any Taxes other than net income and franchise Taxes imposed with respect
to any Secured Party by a Governmental Authority under the laws of which such
Secured Party is organized or in which it maintains its applicable lending
office.

     

    “Non-U.S. Existing
Lender” means any Existing Lender that is not a “United States person”,
as defined under Section 7701(a)(30) of the Code.

     

    “Non-U.S. Lender”
means any Lender that is not a “United States person”, as defined under Section
7701(a)(30) of the Code.

     

    “Non-U.S. Post-Petition
Lender” means any Post-Petition Lender that is not a “United States
person”, as defined under Section 7701(a)(30) of the Code.

     

    “Non-U.S. Obligations”
means all Obligations, including the U.K. Obligations, of the Non-U.S. Obligors
arising under or in connection with a Loan Document, including Reimbursement
Obligations and the principal of and premium, if any, interest (including
interest accruing during, or which would have accrued but for, the pendency of
any proceeding of the type described in Section 8.1.9,
whether or not allowed in such proceeding), indemnities on the Loans borrowed by
each U.K. Borrower and solely for the purposes of calculating the amount of the
Non-U.S. Obligations, the amount of all loans or Investments made by the Parent
to or in each Non-U.S. Obligor in accordance with clause (e)(i) of
Section 7.2.2
and clause (e)
of Section
7.2.5 made with the proceeds of Loans.  Notwithstanding
anything to the contrary contained herein, the Non-U.S. Obligations shall not
include any Existing Loans and Credit Extensions actually made to any Person
that is a Parent.

     

    “Non-U.S. Obligor”
means the U.K. Borrowers and each other Non-U.S. Subsidiary executing a Loan
Document.

     

    “Non-U.S. Security
Documents” means the security documents listed on Schedule VI hereto,
and any other Collateral Document entered into by a Non-U.S. Obligor which
creates a Lien in favor of the Administrative Agent over the Capital Securities
or other assets of a Non-U.S. Subsidiary.

     

    
      
        
        

      

      
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    “Non-U.S. Subsidiary”
means any Subsidiary that is not a U.S. Subsidiary.

     

    “Non-U.S. Subsidiary Guaranty
” means the Non-U.S. Subsidiary Guaranty, dated as of the Effective Date,
substantially in the form of Exhibit G hereto,
executed and delivered by each Non-U.S. Subsidiary party thereto, as amended,
supplemented, amended and restated or otherwise modified form time to
time.

     

    “Notes” means the
Existing Loan Notes and the Post-Petition Loan Notes.

     

    “Obligations” means
all obligations (monetary or otherwise, whether absolute or contingent, matured
or unmatured) of the Borrowers and each other Obligor arising under or in
connection with a Loan Document, including Reimbursement Obligations and the
principal of and premium, if any, and interest (including interest accruing
during, or which would have accrued but for, the pendency of any proceeding of
the type described in Section 8.1.9,
whether or not allowed in such proceeding) on the Loans.

     

    “Obligor” means, as
the context may require, each Borrower and each other Person (other than a
Secured Party) obligated under any Loan Document.

     

    “Organic Document”
means, relative to any Obligor, as applicable, its articles or certificate of
incorporation, by-laws, memorandum of association, articles of association,
certificate of change of name, certificate of partnership, partnership
agreement, articles or organization, certificate of formation, limited liability
agreement, operating agreement and all shareholder agreements, voting trusts and
similar arrangements applicable to any of such Obligor’s partnership interests,
limited liability company interests or authorized shares of Capital
Securities.

     

    “Original Credit
Agreement” is defined in the preamble.

     

    “Other Currency” means
Sterling and Euros.

     

    “Other Person” is
defined in the definition of “Subsidiary”.

     

    “Other Taxes” means
any and all stamp, documentary or similar Taxes, or any other excise or property
Taxes or similar levies that arise on account of any payment made or required to
be made under any Loan Document or from the execution, delivery, registration,
recording or enforcement of any Loan Document.

     

    “Parent” is defined in
the preamble.

     

    “Participant” is
defined in Section
10.12.2.

     

    “Patriot Act” means
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law
October 26, 2001.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation and any Person succeeding to any or all of
its functions under ERISA.

     

    “Pension Plan” means a
“pension plan”, as such term is defined in Section 3(2) of ERISA, which is
subject to Title IV of ERISA (other than a multiemployer plan as defined in
Section 4001(a)(3) of ERISA), and to which the Obligors or any corporation,
trade or business that is, along with

     

    
      
        
        

      

      
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     the
Obligors, a member of a Controlled Group, may have liability, including any
liability by reason of having been a substantial employer within the meaning of
Section 4063 of ERISA at any time during the preceding five years, or by reason
of being deemed to be a contributing sponsor under Section 4069 of
ERISA.

     

    “Percentage” means,
relative to any Lender, (a) with respect to Existing Revolving Loans, the
applicable percentage relating to Existing Revolving Loans set forth opposite
its name on Schedule
II hereto under the Existing Revolving Loan column or set forth in a
Lender Assignment Agreement under the Existing Revolving Loan column, as such
percentage may be adjusted from time to time pursuant to Lender Assignment
Agreements executed by such Lender and its Assignee Lender and delivered
pursuant to Section
10.12.1, and (b) with respect to Post-Petition Loans, the applicable
percentage relating to Post-Petition Loans set forth opposite its name on Schedule II hereto
under the Post-Petition Loan Commitment column or set forth in a Lender
Assignment Agreement under the Post-Petition Loan Commitment column, as such
percentage may be adjusted from time to time pursuant to Lender Assignment
Agreements executed by such Lender and its Assignee Lender and delivered
pursuant to Section
10.12.1.

     

    “Permitted Liens” is
defined in Section
7.2.3.

     

    “Person” means any
natural person, corporation, limited liability company, partnership, joint
venture, association, trust or unincorporated organization, Governmental
Authority or any other legal entity, whether acting in an individual, fiduciary
or other capacity.

     

    “Petition Date” is
defined in the preamble.

     

    “Pledge Agreement”
means , as the context may require, the U.K. Deed and any other agreement
pursuant to which the Administrative Agent is granted a Lien on Capital
Securities.

     

    “Pledged Account Bank”
is defined in Section
7.1.11.

     

    “Pledged Subsidiary”
means each Subsidiary in respect of which the Administrative Agent has been
granted a security interest in or a pledge of any of the Capital Securities of
such Subsidiary.

     

    “Post-Petition
Borrowers” means the U.K. Borrowers solely in their capacity as borrowers
of the Post-Petition Loans.

     

    “Post-Petition Lender”
is defined in clause
(a) of
2.1.1.

     

    “Post-Petition Lender
Exemption Certificate” is defined in clause (b)(v) of
Section
4.6.

     

    “Post-Petition Loan
Note” means, a joint and several promissory note of the Post-Petition
Borrowers payable to any Post-Petition Lender, in the form of Exhibit A-2 hereto
(as such promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Post-Petition
Borrowers to such Post-Petition Lender resulting from outstanding Post-Petition
Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

     

    “Post-Petition Loan
Commitment” means, relative to any Post-Petition Lender, such
Post-Petition Lender’s obligation (if any) to make Post-Petition Loans pursuant
to clause (a)
of Section
2.1.1.

     

    
      
        
        

      

      
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    “Post-Petition Loan
Commitment Amount” means, on any date, the Dollar Equivalent of
$37,100,000, as such amount may be reduced from time to time pursuant to Section
2.2.

     

    “Post-Petition Loan
Commitment Termination Date” means the earliest to occur of:

     

    (a) May 31,
2009;

     

    (b) 40 days
after the Petition Date, if a Final Order has not been entered by such
date;

     

    (c) the date
of substantial consummation (as defined in Section 1101 of the Bankruptcy Code)
of a Reorganization Plan that is confirmed pursuant to an order entered by the
Bankruptcy Court;

     

    (d) the date
of the consummation of the 363 Sale;

     

    (e) the date
on which the Post-Petition Loan Commitment Amount is terminated in full or
reduced to zero pursuant to the terms of this Agreement; and

     

    (f) the date
on which any Commitment Termination Event occurs.

     

    Upon the
occurrence of any event described above, the Post-Petition Loan Commitments
shall terminate automatically and without any further action.

     

    “Post-Petition Loans”
is defined in clause
(a) of Section
2.1.1.

     

    “Post-Petition
Obligations” means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of the Post-Petition Borrowers
arising under or in connection with a Loan Document in respect of the
Post-Petition Loans and the principal of and premium, if any, and interest
(including interest accruing during, or which would have accrued but for, the
pendency of any proceeding of the type described in Section 8.1.9,
whether or not allowed in such proceeding) on the Post-Petition
Loans.

     

    “Pre-Petition Debt”
means Indebtedness of the Borrowers existing prior to the Effective
Date.

     

    “Pre-Petition Revolving Loan
Commitment Termination Date” means the Petition Date.

     

    “Proposed Sale Assets”
means substantially all of the assets of the Parent, the outstanding Capital
Securities of the direct, first-tier Non-U.S. Subsidiaries and intercompany
obligations of any Non-U.S. Subsidiaries owed to the Parent or any of its U.S.
Subsidiaries, except to the extent any assets are expressly designated as
excluded assets by the proposed purchasers.

     

    “Purchasers” has the
meaning set forth in the 363 Asset Purchase Agreement.

     

    “Quarterly Payment
Date” means the last day of March, June, September and December, or, if
any such day is not a Business Day, the next succeeding Business
Day.

     

    “Rate Protection
Agreement” means interest rate swap, cap or collar agreements, interest
rate future or option contracts, currency swap agreements, currency future or
option contracts and other hedging agreements entered into by the Parent or any
of its Subsidiaries under which the counterparty of such agreement is (or at the
time of such agreement, was) a Lender or an Affiliate of a Lender.

     

    
      
        
        

      

      
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    “Recovery Plan” means
the recovery plan in place from time to time in relation to the Chesapeake Plc
Group Pension Plan prepared in accordance with the requirements of section 226
Pensions Act 2004.

     

    “Register” is defined
in clause
(b)(i) of Section
2.8.

     

    “Reimbursement
Obligation” is defined in Section
2.6.3.

     

    “Related Fund” means,
with respect to any Lender which is a fund that invests in loans, any other fund
that invests in loans and whose decisions relating to such loans are controlled
(by contract or otherwise) by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.

     

    “Release” means a
“release”, as such term is defined in CERCLA.

     

    “Reorganization Plan”
shall mean a Chapter 11 plan of reorganization in the Case.

     

    “Required Lenders”
means (a) at any time that there is more than one Lender and any Lender holds
greater than 50% of the Total Exposure Amount, such Lender plus one other
Lender, and (b) at any other time, Lenders holding greater than 50% of the Total
Exposure Amount.

     

    “Required Post-Petition
Lenders” means (a) at any time that there is more than one Post-Petition
Lender and any Post-Petition Lender holds greater than 50% of the Total
Post-Petition Exposure Amount, such Post-Petition Lender plus one other
Post-Petition Lender, and (b) at any other time, Post-Petition Lenders holding
greater than 50% of the Total Post-Petition Exposure Amount.

     

    “Resource Conservation and
Recovery Act” means the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901, et seq., as
amended.

     

    “Restricted Payment”
means the declaration or payment of any dividend (other than dividends payable
solely in Capital Securities of the Parent or any Subsidiary) on, or the making
of any payment or distribution on account of, or setting apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of any class of Capital Securities of the Parent
or any Subsidiary or any warrants or options to purchase any such Capital
Securities, whether now or hereafter outstanding, or the making of any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property, obligations of the Parent or any Subsidiary or
otherwise.

     

    “Revolving Loan
Lender” means each Lender that has outstanding Existing Revolving
Loans.

     

    “S&P” means
Standard & Poor’s, a division of The McGraw-Hill Companies,
Inc.

     

    “Sale Motion” is
defined in Section
7.1.12.

     

    “Sale Order” is
defined in Section
7.1.12.

     

    “SEC” means the U.S.
Securities and Exchange Commission.

     

    “Secured Parties”
means, collectively, the Lenders, the Issuer, the Administrative Agent, each
Lender or Affiliate of a Lender in its capacity as a party to a Rate Protection
Agreement and (in each case) each of their respective successors, transferees
and assigns.

     

    
      
        
        

      

      
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    “Security Agreement”
means the Amended and Restated Security Agreement, dated as of February 23,
2004, executed and delivered by an Authorized Officer of the Parent and each
U.S. Subsidiary party thereto, attached as Exhibit J hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

     

    “Senior Subordinated
Notes” means, collectively, the Senior Subordinated Notes due 2011 and
the Senior Subordinated Notes Due 2014.

     

    “Senior Subordinated Notes
Due 2011” means the Parent’s 10 3/8% Senior Subordinated Notes due 2011
in an original stated amount of £115,000,000.

     

    “Senior Subordinated Notes
Due 2014” means the Parent’s 7.00% Senior Subordinated Notes due 2014 in
an original stated amount of €100,000,000.

     

    “Senior Subordinated Notes
Documents” means the Indenture, dated as of November 19, 2001, between
The Bank of New York, as trustee, and the Parent, each supplement thereto, the
form of the Senior Subordinated Notes due 2014, each supplement thereto, the
Indenture dated as of December 8, 2004, between US Bank, as trustee (assignee of
Wachovia Bank, National Association), and the Parent, each supplement thereto,
the Senior Subordinated Notes Due 2011, and the Senior Subordinated Notes Due
2014, in each case, as amended, supplemented, amended and restated or otherwise
modified in accordance with Section
7.2.11.

     

    “Sharing Agreements”
means (a) the Activities Agreement, dated as of November 12, 1987, among the
Parent and various Subsidiaries and (b) the Services Agreement, dated as of
December 31, 1997, among the Parent and various Subsidiaries; in each case, as
amended, supplemented, amended and restated or otherwise modified in accordance
with Section
7.2.11.

     

    “Significant
Subsidiary” means each Subsidiary of the Parent  acquired or
organized subsequent to the Effective Date that, after giving pro forma effect thereto,
(a) accounts for at least 2% of the consolidated gross revenues of the Parent
and its Subsidiaries or (b) has assets that represent at least 2% of the
consolidated gross assets of the Parent and its Subsidiaries.

     

    “Spot Rate” for any
Other Currency means the rate quoted by the Administrative Agent as the spot
rate for the purchase by the Administrative Agent of such Other Currency with
Dollars through its foreign exchange trading office at approximately 9:00 a.m.
on the date two Business Days prior to the date as of which the foreign exchange
computation is made.

     

    “Stalking Horse Bid”
is defined in Section
5.1.17(b).

     

    “Stated Amount” means,
on any date and with respect to a particular Existing Letter of Credit, the
total amount then available to be drawn under such Existing Letter of
Credit.

     

    “Stated Maturity Date”
means (a) with respect to the Existing Loans and the Existing Letters of Credit,
February 23, 2009 and (b) with respect to the Post-Petition Loans, May 31,
2009.

     

    “Sterling” and “£” mean the lawful
currency of the United Kingdom of Great Britain and Northern
Ireland.

     

    “Sterling Post-Petition
Lenders” means each Post-Petition Lender that has a Post-Petition Loan
Commitment and makes Sterling Post-Petition Loans.

     

    
      
        
        

      

      
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    “Sterling Post-Petition Loan
Commitment” is defined in clause (b) of Section
2.1.1.

     

    “Sterling Post-Petition Loan
Commitment Amount” means, on any date, the Dollar Equivalent of
$37,100,000, as such amount has been from the Effective Date and may be reduced
from time to time pursuant to Section
2.2.

     

    “Sterling Post-Petition
Loans” is defined in clause (b) of Section
2.1.1.

     

    “Subsidiary” means,
with respect to any Person, any corporation, limited liability company,
partnership or other entity (“Other Person”) of
which more than 50% of the Voting Securities of such Other Person (irrespective
of whether at the time Capital Securities of any other class or classes of such
Other Person shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more other Subsidiaries of such Person, or by
one or more other Subsidiaries of such Person.  Unless the context
otherwise specifically requires, the term “Subsidiary” shall be a reference to a
direct or indirect Subsidiary of the Parent.

     

    “Subsidiary Guarantor”
means each Subsidiary of the Parent that has executed and delivered to the
Administrative Agent the Existing Subsidiary Guaranty.

     

    “Superpriority Claim”
shall mean a claim against the Debtors in the Case that is a superpriority
administrative expense claim having priority over any or all administrative
expenses and other claims of the kind specified in, or otherwise arising or
ordered under, any Sections of the Bankruptcy Code (including, without
limitation, Sections 105, 326, 328, 330, 331, 503(b), 507(a), 507(b), 546(c)
and/or 726 thereof), whether or not such claim or expenses may become secured by
a judgment lien or other non-consensual lien, levy or attachment.

     

    “Synthetic Lease”
means, as applied to any Person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or
mixed) (a) that is not a capital lease in accordance with GAAP and (b) in
respect of which the lessee retains or obtains ownership of the property so
leased for federal income Tax purposes, other than any such lease under which
that Person is the lessor.

     

    “Taxes” means any and
all income, stamp or other taxes, duties, levies, imposts, charges, assessments,
fees, deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, and all interest, penalties
or similar liabilities with respect thereto.

     

    “Termination Date”
means the date on which all Obligations have been paid in full in cash, all
Existing Letters of Credit have been terminated, expired or Cash Collateralized
and all Post-Petition Loan Commitments shall have permanently
terminated.

     

    “363 Asset Purchase
Agreement” means an Asset Purchase Agreement dated as of December 29,
2008 by and among the Sellers and the Purchasers named therein and in the form
approved by the Administrative Agent pursuant to Section
5.1.17.

     

    “363 Sale” means the
sale to the Purchasers of the Proposed Sale Assets, pursuant to the 363 Asset
Purchase Agreement or such other sale agreement approved by the Bankruptcy Court
pursuant to the Bid Procedures.

     

    
      
        
        

      

      
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    “Total Post-Petition Exposure
Amount” means, on any date of determination (and without duplication),
the outstanding principal amount of all Post-Petition Loans and the unfunded
amount of the Post-Petition Loan Commitments.

     

    “Total Exposure
Amount” means, on any date of determination (and without duplication),
the outstanding principal amount of all Loans, the aggregate amount of all
Letter of Credit Outstandings and the unfunded amount of the Post-Petition Loan
Commitments.

     

    “type” means, relative
to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan
or a LIBO Rate Loan.

     

    “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that
if, with respect to any financing statement or by reason of any provisions of
law, the perfection or the effect of perfection or non-perfection of the
security interests granted to the Administrative Agent pursuant to the
applicable Loan Document is governed by the Uniform Commercial Code as in effect
in a jurisdiction of the United States other than New York, UCC means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Loan Document and any
financing statement relating to such perfection or effect of perfection or
non-perfection.

     

    “U.K. Acquisitions”
means Chesapeake U.K. Acquisitions Plc, a public limited company incorporated
under the laws of England and Wales.

     

    “U.K. Borrower” is
defined in the preamble.

     

    “U.K. Deed” means the
deed of charge and memorandum of deposit dated February 23, 2004, among the
Parent, Chesapeake International, UK Holdings, U.K. Acquisitions, Boxmore,
Chesapeake Plc and the Administrative Agent, attached as Exhibit I hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

     

    “UK Holdings” is
defined in the preamble.

     

    “U.K. Pre-Petition
Obligations” means the U.K. Obligations relating to the Pre-Petition
Debt.

     

    “U.K. Obligations”
means all obligations (monetary or otherwise, whether absolute or contingent,
matured or unmatured) of the U.K. Borrowers and their Subsidiaries arising under
or in connection with a Loan Document, including Reimbursement Obligations and
the principal of and premium, if any, interest (including interest accruing
during, or which would have accrued but for, the pendency of any proceeding of
the type described in Section 8.1.9,
whether or not allowed in such proceeding), indemnities on the Loans borrowed by
each U.K. Borrower and solely for the purposes of calculating the amount of the
U.K. Obligations, the amount of all loans or Investments made by the Parent to
or in each Non-U.S. Obligor in accordance with clause (e) of Section 7.2.2 and
clause (e) of
Section 7.2.5
made with the proceeds of Loans.  Notwithstanding anything to the
contrary contained herein, the U.K. Obligations shall not include any Existing
Loans and Credit Extensions actually made to any Person that is a
Parent.

     

    “U.K. Subsidiary”
means any Subsidiary that is incorporated or organized under the laws of England
and Wales or Northern Ireland.

     

    
      
        
        

      

      
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    “United States” or
“U.S.” means,
the United States of America, its fifty states and the District of
Columbia.

     

    “U.S. Obligor” means
the Parent and each Subsidiary Guarantor.

     

    “U.S. Subsidiary”
means any Subsidiary of the Parent organized in the United States.

     

    “Voting Securities”
means, with respect to any Person, Capital Securities of any class or kind
ordinarily having the power to vote for the election of directors, managers or
other voting members of the governing body of such Person.

     

    “Wachovia” is defined
in the preamble.

     

    “Welfare Plan” means a
“welfare plan”, as such term is defined in Section 3(1) of ERISA.

     

    “wholly owned
Subsidiary” means any Subsidiary all of the outstanding Capital
Securities of which (other than any director’s qualifying shares or investments
by foreign nationals mandated by applicable laws) is owned directly or
indirectly by the Parent.

     

    Section
1.2. Use of Defined
Terms.  Unless
otherwise defined or the context otherwise requires, terms for which meanings
are provided in this Agreement shall have such meanings when used in each other
Loan Document and the Disclosure Schedule, and each notice and other
communication delivered from time to time in connection with any Loan
Document.

     

    Section
1.3. Cross-References.  Unless
otherwise specified, references in a Loan Document to any Article or Section are
references to such Article or Section of such Loan Document, and references in
any Article, Section or definition to any clause are references to such clause
of such Article, Section or definition.

     

    Section
1.4. Accounting and Financial
Determinations.  Unless
otherwise specified, all accounting terms used in each Loan Document shall be
interpreted, and all accounting determinations and computations thereunder
(including under Section 7.2.4 and the
definitions used in such calculations) shall be made, in accordance with those
generally accepted accounting principles as in effect from time to time in the
United States, applied on a basis consistent (except for (a) changes concurred
in by the Parent’s independent public accountants and (b) goodwill impairment
charges and fixed asset impairment charges) with the most recent audited
consolidated financial statements of the Parent and its Subsidiaries delivered
to the Lenders (“GAAP”); provided, however, that, if the
Parent notifies the Administrative Agent that it wishes to amend any covenant in
Section 7.2.4,
the definition of Adjusted EBITDA, EBITDA, Capital Expenditure, Excess Cash
Flow, Net Income, Interest Expense, clauses
(a)(v),  (vi) and (vii) of Section 3.1.1 or
clauses (b)(v), (vi),
(vii) and (viii) of Section 3.1.1 to
eliminate the effect of any change in GAAP on the operation of such covenant,
definition or clause (or if the Administrative Agent notifies the Parent
that the Required Lenders wish to amend any such covenant, definition or clause
for such purpose), then the Borrowers’ compliance with such covenant shall be
determined, and such definitions and clauses shall be applied, on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant, definition or clause is
amended in a manner satisfactory to the Borrowers and the Required
Lenders.  Unless otherwise expressly provided, all financial covenants
and defined financial terms shall be computed on a consolidated basis for the
Parent and its Subsidiaries, in each case without duplication.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Section
1.5. Parent as Sole Agent for
Borrowers.  Without
prejudice to any requirement under applicable local law that a Borrower itself
issues notices and instructions or carries out actions, each Borrower hereby
irrevocably appoints the Parent as the sole agent and attorney-in-fact (in such
capacity, the “Administrative
Borrower”) for all Borrowers and authorizes the Parent (i) to provide the
Administrative Agent with all notices and instructions under this Agreement and
the other Loan Documents and (ii) to take such action as Parent deems
appropriate on its behalf to obtain the Post-Petition Loans under this Agreement
and to exercise such other powers as are reasonably incidental thereto to carry
out the purposes of this Agreement.  Each Borrower hereby jointly and
severally agrees to indemnify the Administrative Agent and Lender and hold the
Administrative Agent and Lender harmless against any and all liability, expense,
loss or claim of damage or injury, made against the Administrative Agent or
Lender by any Borrower or by any third party whosoever, arising from or incurred
by reason of the Lenders relying on any instructions or other actions of the
Administrative Borrower, except that Borrowers will have no liability to the
Administrative Agent or Lender under this Section 1.5 with
respect to any liability that has resulted solely from the gross negligence or
willful misconduct of the Administrative Agent or Lender, as the case may
be.

     

     

    ARTICLE
II                                

     

    COMMITMENTS,
BORROWING AND ISSUANCE

     

    PROCEDURES,
NOTES AND EXISTING LETTERS OF CREDIT

     

    Section
2.1. Existing Loans and Existing
Letters of Credit.  The
parties hereto acknowledge that the Pre-Petition Revolving Loan Commitment
Termination Date will occur on the Petition Date.  Notwithstanding
such termination,  the Lenders and the Issuer severally agree to the
continuation of Existing Loans and Existing Letters of Credit on the terms and
subject to the conditions set forth herein.

     

    
      	
              Section
      2.1.1.  

            	
              Post-Petition Loan
      Commitments.  From time to time on any Business Day
      occurring from and after the Effective
  Date,

            


    

     

     

    (a) each
Lender that has a Post-Petition Loan Commitment (referred to as a “Post-Petition
Lender”) agrees that it will make loans (relative to such Lender,
its “Post-Petition
Loans”) in Dollars to the Post-Petition Borrowers equal to such Lender’s
Percentage of the aggregate amount of each Borrowing of the Post-Petition Loans
requested by the Administrative Borrower to be made on such day;

     

    (b) each
Sterling Post-Petition Lender agrees that it will make loans (its “Sterling Post-Petition
Loans”) in Sterling to the U.K. Borrowers equal to such Lender’s
Percentage of the aggregate amount of each Borrowing of the Sterling
Post-Petition Loans requested by the Administrative Borrower to be made on such
day.  The Commitment of each Sterling Post-Petition Lender described
in this clause is herein referred to as its “Sterling Post-Petition Loan
Commitment”.

     

    On the
terms and subject to the conditions hereof, the Post-Petition Borrowers may from
time to time borrow, prepay and reborrow Post-Petition Loans.  No
Post-Petition Lender may make any Post-Petition Loan if, after giving effect
thereto, (a) the aggregate outstanding principal amounts of all Post-Petition
Loans of such Post-Petition Lender, plus such
Post-Petition Lender’s Percentage of the aggregate outstanding principal amount
of all Sterling Post-Petition Loans, would exceed such Post-Petition Lender’s
Percentage of the then existing Post-Petition Loan Commitment Amount, and (b)
outstanding principal amounts of all Post-Petition Loans made to UK Holdings
would exceed $30,000,000.  

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Additionally,
no Sterling Post-Petition Lender may make any Sterling Post-Petition Loans
if, after giving effect thereto, unless otherwise agreed to by such Sterling
Post-Petition Lender, in its sole discretion, the sum of the aggregate
outstanding principal amount of all Sterling Post-Petition Loans and
Post-Petition Loans made by such Sterling Post-Petition Lender would exceed the
Sterling Post-Petition Lender’s Percentage of the then existing Post-Petition
Loan Commitment Amount.

     

    
      	
              Section
      2.1.2.  

            	
              [Reserved].

            


    

     

     

    
      	
              Section
      2.1.3.  

            	
              [Reserved].

            


    

     

                          
Section 2.2.   Reduction of the
Post-Petition Commitment Amount.  The
Post-Petition Commitment Amount is subject to reduction from time to time
pursuant to this Section
2.2.

     

                         
Section 2.2.1. Optional
Reductions of
Post-Petition Loan Commitment Amount.  The
Administrative Borrower may, from time to time on any Business Day occurring
after the Effective Date, voluntarily reduce the unused amount of any
Post-Petition Loan Commitment Amount on the Business Day so specified by the
Administrative Borrower; provided, however, that all
such reductions shall require at least one Business Day’s prior notice to the
Administrative Agent and be permanent, and any partial reduction of any
Post-Petition Loan Commitment Amount shall be in a minimum amount of $1,000,000
and in an integral multiple of $500,000.  Any reduction of the
Post-Petition Loan Commitment Amount shall result in a Dollar for Dollar
reduction in the Sterling Post-Petition Loan Commitment Amount.

     

    
      	
              Section
      2.2.2.  

            	
              Mandatory
      Reductions of Post-Petition Loan
      Commitment Amount.

            


    

     

    (a) The
Post-Petition Loan Commitment Amount shall be automatically and permanently
reduced on the Post-Petition Loan Commitment Termination Date to
zero.

     

    (b) The
Post-Petition Loan Commitment Amount shall be automatically and permanently
reduced on any date on which a prepayment is made pursuant to Section 3.1.1(a)(vi)
by an amount equal to the aggregate principal amount of such
prepayment.

     

                          Section
2.3. Borrowing Procedures for
Post-Petition Loans.
Post-Petition Loans shall be made by the Lenders in accordance with Section
2.3.1.

     

                          Section
2.3.1. Borrowing
Procedure for
Post-Petition Loans.  In the case of Post-Petition
Loans, by delivering a Borrowing Request to the Administrative Agent on or
before 11:00 a.m. (which shall be London time, in the case of Sterling
Post-Petition Loans) on a Business Day, the Administrative Borrower may from
time to time irrevocably request on behalf of any Post-Petition Borrower, (a) on
the same Business Day’s notice in the case of Base Rate Loans, (b) on at least
three Business Days’ notice in the case of LIBO Rate Loans denominated in
Dollars and (c) on at least four Business Days notice in the case of LIBO Rate
Loans denominated in Sterling, and in any such case not more than five Business
Days’ notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a
minimum amount of the Dollar Equivalent of $1,000,000 and an integral multiple
of the Dollar Equivalent of $500,000, in the case of Base Rate Loans, in a
minimum amount of the Dollar Equivalent of $1,000,000 and an integral multiple
of the Dollar Equivalent of $500,000 or, in either case, in the unused amount of
the Post-Petition Loan Commitment.  On the terms and subject to the
conditions of this Agreement, each Borrowing Request shall be comprised of the
type of the Post-Petition Loans, and shall be made on the Business Day,
specified in such Borrowing Request.  In the case of (x) Post-Petition
Loans denominated in Dollars, on or before 2:00 p.m. on such Business Day and
(y) Post-Petition Loans denominated in Sterling, by such time as the
Administrative Agent may determine to be necessary for

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    such
funds to be credited on such date in accordance with normal banking practices in
the place of payment, each Lender that has a Commitment to make the Loans being
requested shall deposit with the Administrative Agent same day funds in an
amount equal to such Lender’s Percentage of the requested
Borrowing.  Such deposit will be made to an account which the
Administrative Agent shall specify from time to time by notice to the
Lenders.  To the extent funds are received from the Lenders, the
Administrative Agent shall make such funds available to the applicable
Post-Petition Borrower by wire transfer to the accounts the Administrative
Borrower shall have specified in the Borrowing Request.  No Lender’s
obligation to make any Loan shall be affected by any other Lender’s failure to
make any Loan.  The Dollar Equivalent of any Post-Petition Loan
denominated in Sterling shall be determined in accordance with Section
2.9.

     

    
      	
              Section
      2.3.2.  

            	
              [Reserved].

            


    

     

     

    
      	
              Section
      2.3.3.  

            	
              [Reserved].

            


    

     

                          
Section 2.4. Continuation and Conversion
Elections
Applicable to All Loans.  By
delivering a Continuation/Conversion Notice to the Administrative Agent on or
before 10:00 a.m. on a Business Day, the Administrative Borrower may from time
to time irrevocably elect, on not less than one Business Day’s notice in the
case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate
Loans, and in either case not more than five Business Days’ notice, that all, or
any portion in an aggregate minimum amount of the Dollar Equivalent of
$1,000,000 and an integral multiple of the Dollar Equivalent of $500,000 be, in
the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case
of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate
Loans (in the absence of delivery of a Continuation/Conversion Notice with
respect to any LIBO Rate Loan at least three Business Days (but not more than
five Business Days) before the last day of the then current Interest Period with
respect thereto, such LIBO Rate Loan shall, on such last day, automatically
convert to a Base Rate Loan); provided, however, that (x)
each such conversion or continuation shall be pro rated among the applicable
outstanding Loans of all Lenders that have made such Loans, and (y) no portion
of the outstanding principal amount of any Loans may be continued as, or be
converted into, LIBO Rate Loans when any Default has occurred and is
continuing.  Loans can only be continued or converted in the currency
that such Loans were made on the date of such Borrowing.

     

                          
Section
2.5. Funding Applicable to All
Loans.  Each
Lender may, if it so elects, fulfill its obligation to make, continue or convert
LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates
(or an international banking facility created by such Lender) to make or
maintain such LIBO Rate Loan; provided, however, that such
LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by
such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan
shall nevertheless be to such Lender for the account of such foreign branch,
Affiliate or international banking facility.  In addition, the
Borrowers hereby consent and agree that, for purposes of any determination to be
made for purposes of Sections 4.1, 4.2, 4.3 or 4.4, it shall be
conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing Dollar deposits in its LIBOR Office’s interbank eurodollar
market.

     

                          Section
2.6. Existing Letters of
Credit.

     

                        
Section 2.6.1 Other Lenders'
Participation.  Each Revolving Loan Lender (other than the
Issuer) is deemed to have irrevocably purchased, to the extent of its Percentage
of Existing Revolving Loans, a participation interest in each Existing Letter of
Credit (including the Contingent Liability of the Issuer and the Issuer’s right
to receive payment of any Reimbursement Obligation with respect thereto), and
such Revolving Loan Lender shall, to the extent of its Percentage of Existing
Revolving Loans, be responsible for reimbursing within one Business Day the
Issuer for any Disbursement which has not been

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    reimbursed
by the Borrowers in accordance with Section 2.6.3 or
which have been required to be returned or disgorged by the Issuer to the
Administrative Agent.  In addition, such Revolving Loan Lender shall,
to the extent of its Percentage of Existing Revolving Loans, be entitled to
receive a ratable portion of the Existing Letter of Credit fees payable pursuant
to Section
3.3.3 with respect to each Existing Letter of Credit and of interest
payable pursuant to Section 3.2 with
respect to any Reimbursement Obligation.  To the extent that any
Revolving Loan Lender has reimbursed the Issuer for a Disbursement, such Lender
shall be entitled to receive its ratable portion of any amounts subsequently
received (from the Borrowers or otherwise) in respect of such
Disbursement.

     

                          
Section 2.6.2. Disbursements.  The Issuer
will notify the Administrative Borrower, the applicable Borrower and the
Administrative Agent promptly of the presentment for payment of any Existing
Letter of Credit issued by the Issuer, together with notice of the date (the
“Disbursement
Date”) such payment shall be made (each such payment, a “Disbursement”).  Subject
to the terms and provisions of such Existing Letter of Credit and this
Agreement, the Issuer shall make such payment to the beneficiary (or its
designee) of such Existing Letter of Credit.  Prior to 11:00 a.m. on
the first Business Day following the Disbursement Date, the Borrowers will
reimburse the Administrative Agent, for the account of the Issuer, for all
amounts which the Issuer has disbursed under such Existing Letter of Credit,
together with interest thereon at a rate per annum equal to the rate per annum
then in effect for Base Rate Loans (with the then Applicable Margin for Existing
Revolving Loans accruing on such amount) pursuant to Section 3.2 for the
period from the Disbursement Date through the date of such
reimbursement.  Without limiting in any way the foregoing and
notwithstanding anything to the contrary contained herein or in any separate
application for any Existing Letter of Credit, the Borrowers hereby acknowledge
and agree (subject to Sections 3.3.4 and
4.10.6 of this
Agreement) that they shall be obligated, jointly and severally, to reimburse the
Issuer upon each Disbursement of an Existing Letter of Credit, and it shall be
deemed to be the obligor for purposes of each such Existing Letter of Credit
issued hereunder (whether the account party on such Existing Letter of Credit is
any Borrower or a Subsidiary Guarantor).

     

                           
Section 2.6.3.Reimbursement.  The
obligation (a “Reimbursement
Obligation”) of the Borrowers under Section 2.6.2 to
reimburse the Issuer with respect to each Disbursement (including interest
thereon), and, upon the failure of the Borrowers to reimburse the Issuer, each
Revolving Loan Lender’s obligation under Section 2.6.1 to
reimburse the Issuer, shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which such Borrower or such Revolving Loan Lender, as the case may be, may have
or have had against the Issuer or any Lender, including any defense based upon
the failure of any Disbursement to conform to the terms of the applicable
Existing Letter of Credit (if, in the Issuer’s good faith opinion, such
Disbursement is determined to be appropriate) or any non-application or
misapplication by the beneficiary of the proceeds of such Existing Letter of
Credit; provided, however, that after
paying in full its Reimbursement Obligation, in the case of the Borrowers or
such Lender has paid its Percentage of such Disbursement, nothing herein shall
adversely affect the right of such Borrower or such Lender, as the case may be,
to commence any proceeding against the Issuer for any wrongful Disbursement made
by the Issuer under an Existing Letter of Credit as a result of acts or
omissions constituting gross negligence or willful misconduct on the part of the
Issuer.

     

                         


                         
Section 2.6.4.  Deemed
Disbursements.  Upon the occurrence and during the continuation
of any Default under Section 8.1.9 or upon
notification by the Administrative Agent (acting at the direction of the
Required Lenders) to the Administrative Borrower of the obligations of the
Borrowers under this Section 2.6.4,
following the occurrence and during the continuation of any other Event of
Default,

     

    (a) the
aggregate Stated Amount of all Existing Letters of Credit shall, without demand
upon or notice to any Borrower or any other Person, be deemed to have been paid


     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    or
disbursed by the Issuer of such Existing Letters of Credit (notwithstanding that
such amount may not in fact have been paid or disbursed); and

     

    (b) the
Borrowers shall be immediately obligated (subject to Sections 3.3.4 and
4.10.6 of this
Agreement) to reimburse the Issuer for the amount deemed to have been so paid or
disbursed by the Issuer.

     

    Amounts
payable by the Borrowers pursuant to this Section 2.6.4 shall
be deposited in immediately available funds with the Administrative Agent and
held as collateral security for the Reimbursement Obligations.  When
all Defaults giving rise to the deemed disbursements under this Section 2.6.4 have
been cured or waived the Administrative Agent shall return to the applicable
Borrower all amounts then on deposit with the Administrative Agent pursuant to
this Section
2.6.4 which have not been applied to the satisfaction of the
Reimbursement Obligations.

     

                         
Section 2.6.5.  Nature of
Reimbursement Obligations. Each Borrower, each other Obligor and, to the
extent set forth in Section 2.6.1, each
Revolving Loan Lender shall assume all risks of the acts, omissions or misuse of
any Existing Letter of Credit by the beneficiary thereof.  The Issuer
(except to the extent of its own gross negligence or willful misconduct) shall
not be responsible for:

     

    (a) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any Existing
Letter of Credit or any document submitted by any party in connection with the
application for and issuance of an Existing Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged;

     

    (b) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any instrument
transferring or assigning or purporting to transfer or assign an Existing Letter
of Credit or the rights or benefits thereunder or the proceeds thereof in whole
or in part, which may prove to be invalid or ineffective for any
reason;

     

    (c) failure
of the beneficiary to comply fully with conditions required in order to demand
payment under an Existing Letter of Credit;

     

    (d) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise; or

     

    (e) any loss
or delay in the transmission or otherwise of any document or draft required in
order to make a Disbursement under an Existing Letter of Credit.

     

    None of
the foregoing shall affect, impair or prevent the vesting of any of the rights
or powers granted to the Issuer or any Revolving Loan Lender
hereunder.  In furtherance and not in limitation or derogation of any
of the foregoing, any action taken or omitted to be taken by the Issuer in good
faith (and not constituting gross negligence or willful misconduct) shall be
binding upon each Obligor and each such Secured Party, and shall not put the
Issuer under any resulting liability to any Obligor or any Secured Party, as the
case may be.  In any event, if the Issuer notifies the applicable
Obligor that a draw under an Existing Letter of Credit is to be made and such
Obligor fails to object with specificity in writing to such draw by the close of
business on the date such notice is received by such Obligor, all Obligors shall
be deemed to have waived any objection to the same.

     

    Section
2.7. [Reserved].

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Section
2.8. Register;
Notes.  (a)  Each
Lender may maintain in accordance with its usual practice an account or accounts
evidencing the Indebtedness of the Borrowers to such Lender resulting from each
Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.  In the
case of a Lender that does not request, pursuant to clause (b)(ii) below,
execution and delivery of a Note evidencing the Loans made by such Lender to the
Borrowers, such account or accounts shall, to the extent not inconsistent with
the notations made by the Administrative Agent in the Register, be conclusive
and binding on the Borrowers absent manifest error; provided, however, that the
failure of any Lender to maintain such account or accounts shall not limit or
otherwise affect any Obligations of any Obligor.

     

    (b) (i)  Each
Borrower hereby designates the Administrative Agent to serve as such Borrower’s
agent, solely for the purpose of this clause (b), to
maintain a register (the “Register”) on which
the Administrative Agent will record each Lender’s Commitment, the Loans made by
each Lender and each repayment in respect of the principal amount of the Loans
of each Lender and annexed to which the Administrative Agent shall retain a copy
of each Lender Assignment Agreement delivered to the Administrative Agent
pursuant to Section
10.12.1.  Failure to make any recordation, or any error in such
recordation, shall not affect any Borrower’s obligation in respect of such
Loans.  The entries in the Register shall be conclusive, in the
absence of manifest error, and each Borrower, the Administrative Agent and the
Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) below,
the Note evidencing such Loan, if any) is registered as the owner thereof for
all purposes of this Agreement, notwithstanding notice or any provision herein
to the contrary.  A Lender’s Commitment and the Loans made pursuant
thereto may be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer in the Register.  Any
assignment or transfer of a Lender’s Commitment or the Loans made pursuant
thereto shall be registered in the Register only upon delivery to the
Administrative Agent of a Lender Assignment Agreement duly executed by the
Assignor Lender and the compliance by the parties thereto with the other
requirements of Section
10.12.1.  No assignment or transfer of a Lender’s Commitment or
the Loans made pursuant thereto shall be effective unless such assignment or
transfer shall have been recorded in the Register by the Administrative Agent as
provided in this Section
2.8.

     

    (ii)           Each
Borrower agrees that, upon the request to the Administrative Agent by any
Lender, such Borrower will execute and deliver to such Lender, as applicable, a
Note payable to the order of such Lender in a minimum stated principal amount
denominated in Dollars equal to such Lender’s Percentage of the applicable
original Commitment Amount; provided, however, that all
Notes shall be in a minimum stated principal amount denominated in Dollars equal
to such Lender’s Percentage of the original Existing Revolving Loans or
Post-Petition Loan Commitment, as the case may be, multiplied by
105%.  Each Borrower hereby irrevocably authorizes each Lender to make
(or cause to be made) appropriate notations on the grid attached to such
Lender’s Notes (or on any continuation of such grid), which notations, if made,
shall evidence, inter alia, the date of,
the type of, the outstanding principal amount of, and the interest rate and
Interest Period applicable to the Loans evidenced thereby.  Such
notations shall, to the extent not inconsistent with the notations made by the
Administrative Agent in the Register, be conclusive and binding on such Borrower
absent manifest error; provided, however, that the
failure of any Lender to make any such notations shall not limit or otherwise
affect any Obligations of any Obligor.

     

                         
Section 2.9. Multi-Currency
Loans.

     

                         
Section 2.9.1. Determination of Dollar
Equivalents.  The Administrative Agent will determine
the Dollar Equivalent amount with respect to any (a) LIBO Rate Loan that is a
Sterling

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Post-Petition
Loan as of the requested Borrowing date and as of the earlier of (i) any
requested continuation date or (ii) ninety days after the Borrowing date of any
outstanding LIBO Rate Loans that is a Sterling Post-Petition Loan, (b)
outstanding LIBO Rate Loans that are Sterling Post-Petition Loans as of such
dates as may be requested by the Required Lenders, but in no event more
frequently than once a week and (c) any LIBO Rate Loan that is a Sterling
Post-Petition Loan or an Existing Other Currency Loan denominated in Sterling
with respect to calculations made under clauses (a), (b) and (c) of the definition
of EBITDA, as of the date of such calculations (each such date under clause (a),
(b) and (c), a “Determination
Date”).  Any Existing Loan that is denominated in Sterling on
the Petition Date shall for all purposes of the Loan Documents, remain
denominated in Sterling and any repayment of the principal amount of such
Existing Loan (notwithstanding any other provision of this Agreement) shall be
made in Sterling; provided that Section 3.1.1(b)(iii)
shall not apply for any Existing Loan denominated in Sterling.

     

                         
Section 2.9.2. Notification of
Availability.  In the event the Other Currency requested
or elected by the Administrative Borrower to be continued is not available to
the Administrative Agent, then the Administrative Agent shall, in the case of
Sterling Post-Petition Loans, notify such Borrower no later than 3:30 p.m., one
Business Day prior to the proposed Borrowings or proposed
continuation.

     

                          
Section 2.9.3. Consequences of
Non-Availability. If the Administrative Agent notifies the Administrative
Borrower pursuant to Section 2.9.2 that
the Other Currency requested or elected by a requesting Borrower to be continued
is not available, such notification shall (a) in the case of any Borrowing
Request for a Sterling Post-Petition Loan, revoke such Borrowing Request and (b)
in the case of any Continuation/Conversion Notice, result in the LIBO Rate Loans
denominated in such Other Currency being automatically converted into LIBO Rate
Loans denominated in Dollars for a one month Interest Period on the last day of
the then current Interest Period with respect to such LIBO Rate Loans
denominated in such Other Currency.

     

                          Section
2.9.4. Automatic Conversions.
During the existence of an Event of Default, all outstanding Loans denominated
in an Other Currency, except for any Existing Loan that is denominated in
Sterling on the Petition Date, which shall remain denominated in Sterling, shall
be redenominated and converted into their Dollar Equivalent of Base Rate Loans
in Dollars on the last day of the Interest Period applicable to any such
Loans.

                         


                          Section
2.10   Limitations on
Borrowing.  Notwithstanding anything set forth in this
Agreement to the contrary, the aggregate amount of Post-Petition Loans that the
Post-Petition Borrowers may borrow and have outstanding at any one time under
the terms of this Agreement shall not exceed the Aggregate Available
Post-Petition Amount at such time.

     

     

    ARTICLE
III                                

     

    REPAYMENTS,
PREPAYMENTS, INTEREST AND FEES

     

                         
Section 3.1. Repayments and Prepayments;
Application.  Each
Borrower agrees that the Loans shall be repaid and prepaid pursuant to the
following terms.

     

                          
Section 3.1.1. Repayments and
Prepayments. The Borrowers shall repay in full the unpaid principal
amount of each applicable Loan on the applicable Stated Maturity Date and the
Borrowers shall Cash Collateralize all Letter of Credit Outstandings on the
applicable Stated Maturity Date unless any such Existing Letter of Credit has
been canceled.  Prior thereto, payments and prepayments of the Loans
shall or may be made as set forth below.

     

    (a) On any
date prior to the payment in full of the Post-Petition Loans and termination of
the Post-Petition Loan Commitments:

     

    
      
        
        

      

      
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    (i) From time
to time on any Business Day, the Borrowers may make a voluntary prepayment, in
whole or in part, of the outstanding principal amount of any Post-Petition Loans
(any such prepayment of Post-Petition Loans shall be made pro rata among the
Post-Petition Loans of the same type, and, if applicable, having the same
Interest Period of all Lenders that have made such Post-Petition Loans); provided that (A) all
such voluntary prepayments shall require at least one but no more than five
Business Days’ prior notice to the Administrative Agent; and (B) all such
voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an
aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 and,
in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and
an integral multiple of $500,000.

     

    (ii) [Reserved].

     

    (iii) On each
Tuesday after the Petition Date and on or prior to the Termination Date, if the
sum of the aggregate outstanding principal amount of the Dollar Equivalent of
Post-Petition Loans and Sterling Post-Petition Loans determined as of the
previous Friday exceeds the Aggregate Available Post-Petition Amount by at least
$50,000, the Post-Petition Borrowers shall make a mandatory prepayment of
Sterling Post-Petition Loans in an aggregate amount equal to such
excess.

     

    (iv) Immediately
upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the
Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a
portion of all the Loans is so accelerated (in which case the portion so
accelerated shall be so repaid).

     

    (v) Within
three Business Days following the receipt by the Borrowers or any of their
respective Subsidiaries of any Net Casualty Proceeds from any Casualty Event,
the aggregate amount of which is in excess of $1,000,000, the applicable
Borrower(s) shall deliver to the Administrative Agent a calculation of the
amount of such Net Casualty Proceeds, and apply such Net Casualty Proceeds to
the prepayment of the outstanding principal amount of the Post-Petition Loans in
accordance with Section
3.1.2;

     

    (vi) Within
three Business Days following the receipt by any of the Borrowers or any of
their respective Subsidiaries of any Net Disposition Proceeds (other than Net
Disposition Proceeds resulting from (A) a Disposition of inventory in the
ordinary course of business consistent with past practice or (B) Dispositions of
equipment or other assets in the ordinary course of business consistent with
past practice the aggregate amount for which does not exceed $100,000), the
applicable Borrower(s) shall deliver to the Administrative Agent a calculation
of the amount of such Net Disposition Proceeds, and apply such Net Disposition
Proceeds to the prepayment of the outstanding principal amount of the
Post-Petition Loans in accordance with Section
3.1.2.

     

    (vii) Within
three Business Days after the receipt by any of the Borrowers or any of their
respective Subsidiaries of any Net Debt Proceeds or Net Equity Proceeds, such
Borrower shall deliver to the Administrative Agent a calculation of the amount
of such Net Debt Proceeds or Net Equity Proceeds, as the case may be, and apply
such proceeds to the prepayment of the outstanding principal amount of the
Post-Petition Loans in accordance with Section
3.1.2.

     

    (b) On any
date after the payment in full of the Post-Petition Loans and termination of the
Post-Petition Loan Commitments:

     

    
      
        
        

      

      
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    (i) Existing
Revolving Loans (any such prepayment of Existing Revolving Loans shall be made
pro rata among the Existing Revolving Loans of the same type, tranche and, if
applicable, having the same Interest Period of all Existing Lenders that have
made such Existing Revolving Loans); provided that (A) all
such voluntary prepayments shall require at least one but no more than five
Business Days’ prior notice to the Administrative Agent; and (B) all such
voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an
aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 and,
in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and
an integral multiple of $500,000.

     

    (ii) [reserved].

     

    (iii) Upon
three Business Days’ notice from the Administrative Agent to the Administrative
Borrower, in the event that the Administrative Agent shall have determined at
any time (including on each date of the making of any Existing Loan and on the
date of a Continuation/Conversion Notice with respect to any Existing Loan or at
any other time periodically) that the aggregate principal amount of all Existing
Revolving Loans outstanding (after converting, for calculation purposes, all
such Existing Loans denominated in Other Currencies to their Dollar Equivalent
on such date of determination), together with, if applicable, all Letter of
Credit Outstandings, was in excess of 105% of $250,000,000 the Borrowers shall
make a mandatory prepayment in an aggregate principal amount of such Existing
Loans denominated in Other Currencies, such that the Dollar Equivalent of the
outstanding principal amount of such Existing Loans, when added, if applicable,
to the aggregate principal amount of all Existing Loans outstanding denominated
in Dollars and all Letter of Credit Outstandings, do not exceed of
$250,000,000.

     

    (iv) Immediately
upon any acceleration of the Stated Maturity Date of any Existing Loans pursuant
to Section 8.2
or Section 8.3,
the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a
portion of all the Existing Loans is so accelerated (in which case the portion
so accelerated shall be so repaid).

     

    (v) Within
three Business Days following the receipt by the Borrowers (other than the
Parent) or any of their respective Subsidiaries of any Net Casualty Proceeds
from any Casualty Event, the aggregate amount of which is in excess of
$1,000,000, the Administrative Borrower on behalf of the applicable Borrower(s)
shall deliver to the Administrative Agent a calculation of the amount of such
Net Casualty Proceeds, and apply such Net Casualty Proceeds to the prepayment of
the outstanding principal amount of the Loans in accordance with Section 3.1.2; provided, however, that no such
prepayment from such Net Casualty Proceeds shall be required under this clause
if the Administrative Borrower informs the Administrative Agent in writing no
later than 30 days following the occurrence of the Casualty Event resulting in
such Net Casualty Proceeds of its or such Subsidiary’s good faith intention to
apply such Net Casualty Proceeds to the rebuilding or replacement of the
damaged, destroyed or condemned assets or property and such Borrower or such
Subsidiary in fact uses such Net Casualty Proceeds to rebuild or replace such
assets or property within 180 days following the receipt of such Net Casualty
Proceeds; provided further, however, that the amount of such Net Casualty
Proceeds unused after such 180-day period shall be applied to the prepayment of
the Loans pursuant to Section
3.1.2.  Notwithstanding the foregoing, at any time when any
Default or Event of Default shall have occurred and be continuing, all Net
Casualty Proceeds shall be deposited in an account maintained with the
Administrative Agent (over which the Administrative Agent shall have a first
priority perfected security interest) for, at the Administrative Agent’s
discretion, (i) the prepayment of the Existing Loans in accordance with Section 3.1.2 or (ii)
distribution to such 

     

    
      
        
        

      

      
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    Borrower
or such Subsidiary for such rebuilding or replacement whenever no Default or
Event of Default is then continuing.

     

    (vi) Within
three Business Days following the receipt by any of the Borrowers or any of
their respective Subsidiaries of any Net Disposition Proceeds (other than Net
Disposition Proceeds resulting from a Disposition of inventory and equipment in
the ordinary course of business consistent with past practice), the aggregate
amount of which for all Borrowers is in excess of $1,000,000, the Administrative
Borrower on behalf of the applicable Borrower(s) shall deliver to the
Administrative Agent a calculation of the amount of such Net Disposition
Proceeds, and apply such Net Disposition Proceeds to the prepayment of the
outstanding principal amount of the Loans in accordance with Section
3.1.2.

     

    (vii) On the
day on which a Compliance Certificate is required to be delivered pursuant to
clause (d) of
Section 7.1.1
(with respect to the financial statements delivered pursuant to clauses (a) and
(b) of Section
7.1.1) the Administrative Borrower shall deliver to the Administrative
Agent a calculation of the Excess Cash Flow (if any) for the Fiscal Quarter last
ended and make a mandatory prepayment of the Existing Loans in an amount equal
to 50% of the Excess Cash Flow (if any) for such Fiscal Quarter, and the amount
of such Excess Cash Flow shall be applied to the prepayment of the outstanding
principal amount of the Existing Loans in accordance with Section
3.1.2.

     

    (viii) Within
three Business Days after the receipt by any of the Borrowers or any of their
respective Subsidiaries of any Net Debt Proceeds or Net Equity Proceeds, the
Administrative Borrower shall deliver to the Administrative Agent a calculation
of the amount of such Net Debt Proceeds or Net Equity Proceeds, as the case may
be, and apply such proceeds to the prepayment of the outstanding principal
amount of the Existing Loans in accordance with Section
3.1.2.

     

    Each
prepayment of any Loans made pursuant to this Section 3.1.1 shall
be without premium or penalty, except as may be required by Section
4.4.

     

                          
Section 3.1.2. Application.
Amounts prepaid pursuant to Section 3.1.1 shall
be applied as set forth in this Section 3.1.2.

     

    (a) Subject
to clauses (b)
and (c) below, each prepayment or repayment of principal of the Loans
shall be applied, to the extent of such prepayment or repayment, first, to the
principal amount thereof being maintained as Base Rate Loans, and second, to the
principal amount thereof being maintained as LIBO Rate Loans.

     

    (b) Each
prepayment of Post-Petition Loans pursuant to clause (a) of
Section 3.1.1
shall be applied (i) first, to the
prepayment of Sterling Post-Petition Loans, until all Sterling Post-Petition
Loans shall have been repaid in full, and (ii) second, to the
prepayment of Post-Petition Loans, until all Post-Petition Loans have been
repaid in full.

     

    (c) Each
prepayment of Existing Loans pursuant to clause (b) of Section 3.1.1 shall
be applied (i) first, to the
prepayment of Existing Other Currency Loans, until all Existing Other Currency
Loans shall have been repaid in full, (ii) second, to the
prepayment of Existing Revolving Loans, until all Existing Revolving Loans shall
have been repaid in full and (iii) third, to Cash
Collateralize all Letter of Credit Outstandings.

     

    
      
        
        

      

      
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Section 3.2. Interest
Provisions

    Interest
on the outstanding principal amount of the Loans shall accrue and be payable in
accordance with the terms set forth below.

     

                         
Section 3.2.1. Rates. Pursuant
to an appropriately delivered Borrowing Request or Continuation/Conversion
Notice, the Administrative Borrower may elect that Loans comprising a Borrowing
accrue interest at a rate per annum:

     

    (a) on that
portion maintained from time to time as a Base Rate Loan, equal to the sum of
the Alternate Base Rate from time to time in effect plus the Applicable Margin;
and

     

    (b) on that
portion maintained as a LIBO Rate Loan, during each Interest Period applicable
thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest
Period plus the Applicable Margin.

     

    All LIBO
Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate
Loan.

     

                         
Section 3.2.2. Post-Petition Default
Rates. After the date any principal amount of any Post-Petition Loan is
due and payable (whether on the Stated Maturity Date, upon acceleration or
otherwise), or after any other monetary Obligation (other than the Existing
Loans) of any Obligor shall have become due and payable, or after any other
Event of Default has occurred and is continuing, the Post-Petition Borrowers
shall pay interest (after as well as before judgment) on all such amounts owing
pursuant to this Agreement at a rate per annum equal to the rate of interest per
annum then in effect and otherwise applicable to such Post-Petition Loan or
other monetary Obligation, plus an additional
margin of 2%.  Overdue interest, fees and other amounts due under this
Agreement shall bear interest at a rate per annum equal to the Alternate Base
Rate from time to time in effect, plus the Applicable
Margin for Base Rate Loans, plus an additional
margin of 2%.  From and after the Effective Date, the Borrowers (other
than the Parent except to the extent approved by an order of the Bankruptcy
Court) shall pay interest (after as well as before judgment) on all Existing
Loans and any Reimbursement Obligation at a rate per annum equal to the rate of
interest per annum then in effect and otherwise applicable to such Existing Loan
or Reimbursement Obligation, plus an additional
margin of 2%.

     

                         
Section 3.2.3. Payment Dates.
Interest accrued on each Loan (including interest accrued under the Existing
Credit Agreement) shall be payable, without duplication:

     

    (a) on the
Stated Maturity Date for such Loan;

     

    (b) on the
date of any payment or prepayment, in whole or in part, of principal outstanding
on such Loan on the principal amount so paid or prepaid;

     

    (c) with
respect to Base Rate Loans, on each Quarterly Payment Date occurring after the
Effective Date (or, following an Event of Default, on the demand of the
Administrative Agent);

     

    (d) with
respect to LIBO Rate Loans, on the last day of each applicable Interest Period
(and, if such Interest Period shall exceed three months, on the date occurring
on each three-month interval occurring after the first day of such Interest
Period);

     

    
      
        
        

      

      
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    (e) with
respect to any Base Rate Loans converted into LIBO Rate Loans on a day when
interest would not otherwise have been payable pursuant to clause (c), on the
date of such conversion; and

     

    (f) on that
portion of any Loans the Stated Maturity Date of which is accelerated pursuant
to Section 8.2
or Section 8.3,
immediately upon such acceleration.

     

    Interest
accrued on Loans or other monetary Obligations after the date such amount is due
and payable (whether on the Stated Maturity Date, upon acceleration or
otherwise) shall be payable upon demand.

     

                         
Section 3.3. Fees

    Each
Borrower agrees to pay its pro rata share of the
fees set forth below.  All such fees shall be
non-refundable.

     

                         
Section 3.3.1. Commitment Fee.
The Post-Petition Borrowers agree, jointly and severally, to pay to the
Administrative Agent for the account of each Post-Petition Lender, for the
period (including any portion thereof when any of its Post-Petition Loan
Commitments are suspended by reason of the Borrowers’ inability to satisfy any
condition of Article
V) commencing on the Effective Date and continuing through the
Post-Petition Loan Commitment Termination Date, a fee in an amount equal to the
Commitment Fee on such Lender’s Percentage of the daily average unused amount of
the Post-Petition Loan Commitment Amount (it being agreed that the aggregate
outstanding principal amount of all Post-Petition Loans (including the Dollar
Equivalent of Sterling Post-Petition Loans) shall be considered used amounts of
the Post-Petition Loan Commitment Amount).  All Commitment Fees
payable pursuant to this Section 3.3.1 shall
be calculated on a year comprised of 360 days (for actual days elapsed) and
payable by the Borrowers in arrears on each Quarterly Payment Date, commencing
with the first Quarterly Payment Date following the Effective Date, and on the
Post-Petition Loan Commitment Termination Date.

     

                         
Section 3.3.2. Agent's Fees,
etc. The Post-Petition Borrowers agree to pay to the Administrative Agent
and the Bookrunner, for their own respective accounts, the fees in the amounts
and on the dates set forth in the Fee Letter.

     

                         
Section 3.3.3. Existing Letter of
Credit Fee. The Borrowers agree to pay to the Administrative Agent, for
the pro rata account of the
Issuer and each Revolving Loan Lender, an Existing Letter of Credit fee in an
amount equal to the then effective Applicable Margin for Existing Revolving
Loans maintained as LIBO Rate Loans, multiplied by the Stated Amount of each
such Existing Letter of Credit, such fees being payable quarterly in arrears on
each Quarterly Payment Date following the date of issuance of each Existing
Letter of Credit and on the Revolving Loan Commitment Termination
Date.  The Borrowers further agree to pay to the Issuer, for its own
account, quarterly in arrears on each Quarterly Payment Date following the date
of issuance of each Existing Letter of Credit and on the Revolving Loan
Commitment Termination Date an issuance fee in an amount equal to 1/8% per annum
(calculated on a 360-day basis (for actual days elapsed)), together with the
Issuer’s usual and customary administrative and other fees in connection
therewith.  Any Existing Letter of Credit fees or issuance fees which
have accrued and have not been paid under the Existing Credit Agreement shall be
payable by the Borrowers on the first Quarterly Payment Date occurring after the
Effective Date.

     

                          Section
3.3.4. Payment Limitations.
Notwithstanding anything to the contrary contained in this Agreement or any
other Loan Document, no Non-U.S. Obligor (other than UK Holdings) shall be
obligated for any payment Obligations of any U.S. Obligor under this Agreement
or any other Loan Document.

     

                         
Section 3.4. Priority and Liens. Each of the Debtors hereby covenants, represents and warrants
that, upon entry of the Interim Order, the Post-Petition Obligations of such
Debtor hereunder

     

    
      
        
        

      

      
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    and under
the Loan Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code,
shall at all times constitute an allowed Superpriority Claim; (ii) pursuant to
Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a
perfected first priority Lien on all unencumbered tangible and intangible
property of such Debtor and on all cash maintained in any cash collateral
account used to Cash Collateralize any Existing Letter of Credit and any
investments of the funds contained therein, including any such property that is
subject to valid and perfected Liens in existence on the Petition Date, which
Liens are thereafter released or otherwise extinguished in connection with the
satisfaction of the obligations secured by such Liens (excluding any avoidance
actions under the Bankruptcy Code (but including the proceeds therefrom)); (iii)
pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a
perfected Lien upon all real, personal and mixed property of such Debtor that is
subject to valid and perfected liens in existence on the Petition Date, junior
to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1), shall
be secured by a perfected priming Lien upon all tangible and intangible property
of such Debtor that presently secure the Pre-Petition Secured Indebtedness,
subject and subordinated in each case with respect to clauses (i) through
(iv) above,
only to the Carve-Out.  Except for the Carve-Out having priority over
the Obligations, the Superpriority Claims shall at all times be senior to the
rights of each Debtor, any chapter 11 trustee and, subject to section 726 of the
Bankruptcy Code, any chapter 7 trustee, or any other creditor (including,
without limitation, post-petition counterparties and other post-petition
creditors) in the Case or any subsequent proceedings under the Bankruptcy Code,
including, without limitation, any chapter 7 cases if any of the Debtor’s cases
are converted to cases under chapter 7 of the Bankruptcy Code.  Each
of the Debtors and the Existing Lenders agrees that the Breakup Fee (as defined
in the 363 Asset Purchase Agreement) shall have priority over the Existing
Obligations (but not the Post-Petition Obligations or the Carve-Out) of the
Debtors in the event that a purchase agreement is entered into by the Parent
with respect to the Proposed Sale Assets (other than with the Purchasers) on
terms and conditions reasonably acceptable to the Lenders  (whether or
not the 363 Sale contemplated by such purchase agreement is
consummated).  Further, each of the Debtors and the Lenders agree that
the reimbursement of expenses as contemplated by the 363 Asset Purchase
Agreement shall be paid in accordance with the terms of the 363 Asset Purchase
Agreement.

     

    ARTICLE
IV                                

     

    CERTAIN
LIBO RATE AND OTHER PROVISIONS, BORROWER GUARANTIES

     

    Section
4.1. LIBO Rate Lending
Unlawful.  If
any Lender shall determine (which determination shall, upon notice thereof to
the Administrative Borrower and the Administrative Agent, be conclusive and
binding on the Borrowers in the absence of manifest error) that the introduction
of or any change in or in the interpretation of any law makes it unlawful, or
any Governmental Authority asserts that it is unlawful, for such Lender to make
or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the
obligations of such Lender to make, continue or convert any such LIBO Rate Loan
shall, upon such determination, forthwith be suspended until such Lender shall
notify the Administrative Agent that the circumstances causing such suspension
no longer exist, and (a) all LIBO Rate Loans denominated in Dollars shall
automatically convert into Base Rate Loans at the end of the then current
Interest Periods with respect thereto or sooner, if required by such law or
assertion, and (b) all LIBO Rate Loans denominated in any Other Currency shall
automatically become due and payable at the end of the then current Interest
Periods with respect thereto or sooner, if required by applicable
law.

     

    Section
4.2. Deposits
Unavailable.  If
the Administrative Agent shall have determined that

     

    (a) Dollar
deposits in the relevant amount and for the relevant Interest Period are not
available to it in its relevant market; or

     

    
      
        
        

      

      
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    (b) by reason
of circumstances affecting its relevant market, adequate means do not exist for
ascertaining the interest rate applicable hereunder to LIBO Rate
Loans;

     

    then,
upon notice from the Administrative Agent to the Administrative Borrower and the
Lenders, the obligations of all Lenders under Section 2.3 and Section 2.4 to make
or continue any Loans as, or to convert any Loans into, LIBO Rate Loans shall
forthwith be suspended until the Administrative Agent shall notify the
Administrative Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

     

    Section
4.3. Increased LIBO Rate Loan
Costs, etc.

     

    (a) With
respect to the Existing Loans, the Existing Borrowers agree to reimburse each
Existing Lender and the Issuer for any increase in the cost to such Existing
Lender, or the Issuer of, or any reduction in the amount of any sum receivable
by such Secured Party in respect of, Existing Loans made by such Secured Party
(including continuing or maintaining (or of its obligation to continue) any
Existing Loans as, or of converting (or of its obligation to convert) any
Existing Loans into, LIBO Rate Loans) that arise in connection with any change
in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in after the Effective Date of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any Governmental Authority, except for such changes with respect to
increased capital costs and Taxes which are governed by Sections 4.5 and
4.6,
respectively.  Each affected Secured Party shall notify the
Administrative Agent and the Administrative Borrower in writing within 180 days
after the occurrence of any such event, stating the reasons therefor and the
additional amount required fully to compensate such Secured Party for such
increased cost or reduced amount.  Such additional amounts shall be
payable by the Existing Borrowers directly to such Secured Party within five
days after its receipt of such notice, and such notice shall, in the absence of
manifest error, be conclusive and binding on the Existing
Borrowers.

     

    (b) With
respect to the Post-Petition Loans, the Post-Petition Borrowers agree to
reimburse each Post-Petition Lender for any increase in the cost to such
Post-Petition Lender, or any reduction in the amount of any sum receivable by
such Secured Party in respect of, such Secured Party’s Commitments and the
making of Credit Extensions hereunder (including the making, continuing or
maintaining (or of its obligation to make or continue) any Post-Petition Loans
as, or of converting (or of its obligation to convert) any Post-Petition Loans
into, LIBO Rate Loans) that arise in connection with any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in after the Effective Date of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any
Governmental Authority, except for such changes with respect to increased
capital costs and Taxes which are governed by Sections 4.5 and
4.6,
respectively.  Each affected Secured Party shall notify the
Administrative Agent and the Administrative Borrower in writing within 180 days
after the occurrence of any such event, stating the reasons therefor and the
additional amount required fully to compensate such Secured Party for such
increased cost or reduced amount.  Such additional amounts shall be
payable by the Post-Petition Borrowers directly to such Secured Party within
five days after its receipt of such notice, and such notice shall, in the
absence of manifest error, be conclusive and binding on the Post-Petition
Borrowers.

     

    Section
4.4. Funding
Losses.

     

    (a) In the
event any Existing Lender shall incur any loss or expense (including any loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Existing Lender to make or continue any portion of
the principal amount of any Existing Loan as, or to convert any portion of the
principal amount of any

     

    
      
        
        

      

      
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    Existing
Loan into, a LIBO Rate Loan) as a result of

     

    (i) any
conversion or repayment or prepayment of the principal amount of any LIBO Rate
Loan that is an Existing Loan on a date other than the scheduled last day of the
Interest Period applicable thereto, whether pursuant to Article III or
otherwise;

     

    (ii) any
Existing Loans not being continued as, or converted into, LIBO Rate Loans in
accordance with the Continuation/Conversion Notice therefor; or

     

    (iii) any LIBO
Rate Loan that is an Existing Loan not being prepaid on the date specified in a
notice of prepayment;

     

    then,
upon the notice of such Existing Lender to the Administrative Borrower (with a
copy to the Administrative Agent), the Existing Borrowers shall, within five
days after receipt by the Administrative Borrower thereof, pay directly to such
Existing Lender such amount as will (in the reasonable determination of such
Existing Lender) reimburse such Existing Lender for such loss or
expense.  Such notice shall, in the absence of manifest error, be
conclusive and binding on the Existing Borrowers.

     

    (b) In the
event any Post-Petition Lender shall incur any loss or expense (including any
loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Post-Petition Lender to make or
continue any portion of the principal amount of any Post-Petition Loan as, or to
convert any portion of the principal amount of any Post-Petition Loan into, a
LIBO Rate Loan) as a result of

     

    (i) any
conversion or repayment or prepayment of the principal amount of any LIBO Rate
Loan that is a Post-Petition Loan on a date other than the scheduled last day of
the Interest Period applicable thereto, whether pursuant to Article III or
otherwise;

     

    (ii) any
Post-Petition Loans (i) not being made as, or (ii) being made as Post-Petition
Loans other than as, LIBO Rate Loans in accordance with the Post-Petition Loan
Borrowing Request;

     

    (iii) any
Post-Petition Loans not being continued as, or converted into, LIBO Rate Loans
in accordance with the Continuation/Conversion Notice therefor; or

     

    (iv) any LIBO
Rate Loan that is a Post-Petition Loan not being prepaid on the date specified
in a notice of prepayment;

     

    then,
upon the notice of such Post-Petition Lender to the Administrative Borrower
(with a copy to the Administrative Agent), the Post-Petition Borrowers shall,
within five days after receipt by the Administrative Borrower thereof, pay
directly to such Post-Petition Lender such amount as will (in the reasonable
determination of such Post-Petition Lender) reimburse such Post-Petition Lender
for such loss or expense.  Such notice shall, in the absence of
manifest error, be conclusive and binding on the Post-Petition
Borrowers.

     

    Section
4.5. Increased Capital
Costs.

     

    
      
        
        

      

      
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    (a) With
respect to the Existing Loans, if any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or
regulation, directive, guideline, decision or request (whether or not having the
force of law) of any Governmental Authority affects or would affect the amount
of capital required or expected to be maintained by any Secured Party in respect
of the Existing Loans or any Person controlling such Secured Party, and such
Secured Party determines (in good faith but in its sole and absolute discretion)
that the rate of return on its or such controlling Person’s capital as a
consequence of the Existing Loans made or the Existing Letters of Credit
participated in, by such Secured Party is reduced to a level below that which
such Secured Party or such controlling Person could have achieved but for the
occurrence of any such circumstance, then upon notice, which shall be given
within 180 days after the date of such Secured Party having knowledge of such
event by such Secured Party to the Administrative Borrower, the Existing
Borrowers shall within five days following receipt of such notice pay directly
to such Secured Party additional amounts sufficient to compensate such Secured
Party or such controlling Person for such reduction in rate of
return.  A statement of such Secured Party as to any such additional
amount or amounts shall, in the absence of manifest error, be conclusive and
binding on the Existing Borrowers.  In determining such amount, such
Secured Party may use any method of averaging and attribution that it (in its
sole and absolute discretion) shall deem applicable.

     

    (b) With
respect to the Post-Petition Loans, if any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any Governmental Authority affects or would affect
the amount of capital required or expected to be maintained by any Secured Party
in respect of the Post-Petition Loans or any Person controlling such Secured
Party, and such Secured Party determines (in good faith but in its sole and
absolute discretion) that the rate of return on its or such controlling Person’s
capital as a consequence of the Commitments or the Credit Extensions made by
such Secured Party is reduced to a level below that which such Secured Party or
such controlling Person could have achieved but for the occurrence of any such
circumstance, then upon notice, which shall be given within 180 days after the
date of such Secured Party having knowledge of such event by such Secured Party
to the Administrative Borrower, the Post-Petition Borrowers shall within five
days following receipt of such notice pay directly to such Secured Party
additional amounts sufficient to compensate such Secured Party or such
controlling Person for such reduction in rate of return.  A statement
of such Secured Party as to any such additional amount or amounts shall, in the
absence of manifest error, be conclusive and binding on the Post-Petition
Borrowers.  In determining such amount, such Secured Party may use any
method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable.

     

    Section
4.6. Taxes.

     

    (a) The
Existing Borrowers covenant and agree as follows with respect to Taxes in
respect of the Existing Loans:

     

    (i) Any and
all payments by any Existing Borrower under each Loan Document shall be made
without setoff, counterclaim or other defense, and free and clear of, and
without deduction or withholding for or on account of, any Taxes.  In
the event that any Taxes are required by law to be deducted or withheld from any
payment required to be made by any Existing Borrower to or on behalf of any
Secured Party in respect of the Existing Loans under any Loan Document,
then:

     

    
      
        
        

      

      
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    (A) subject
to clause
(a)(vi), if such Taxes are Non-Excluded Taxes, the amount of such payment
shall be increased as may be necessary such that such payment is made, after
withholding or deduction for or on account of such Taxes, in an amount that is
not less than the amount provided for in such Loan Document; and

     

    (B) such
Existing Borrower shall withhold the full amount of such Taxes from such payment
(as increased pursuant to clause (a)(i)) and
shall pay such amount to the Governmental Authority imposing such Taxes in
accordance with applicable law.

     

    (ii) In
addition, the Existing Borrowers shall pay, with respect to the Existing Loans,
any and all Other Taxes imposed to the relevant Governmental Authority imposing
such Other Taxes in accordance with applicable law.

     

    (iii) As
promptly as practicable after the payment of any Taxes or Other Taxes, and in
any event within 45 days of any such payment being due, the applicable Existing
Borrower shall furnish to the Administrative Agent a copy of an official receipt
(or a certified copy thereof) evidencing the payment of such Taxes or Other
Taxes.  The Administrative Agent shall make copies thereof available
to any Existing Lender upon request therefor.

     

    (iv) Subject
to clause
(a)(vi), the Existing Borrowers shall indemnify each Secured Party with
respect to the Existing Loans for any Non-Excluded Taxes and Other Taxes levied,
imposed or assessed on (and whether or not paid directly by) such Secured Party
(and whether or not such Non-Excluded Taxes or Other Taxes are correctly or
legally asserted by the relevant Governmental Authority).  Promptly
upon having knowledge that any such Non-Excluded Taxes or Other Taxes have been
levied, imposed or assessed, and promptly upon notice thereof by any Secured
Party, the Existing Borrowers shall pay such Non-Excluded Taxes or Other Taxes
directly to the relevant Governmental Authority (provided, however, that no
Secured Party shall be under any obligation to provide any such notice to any
Existing Borrower).  If a Secured Party receives a refund in respect
of any Non-Excluded Taxes or Other Taxes with respect to which any Existing
Borrower has paid additional amounts pursuant to this Section 4.6(a), it
shall within 60 days from the date of such receipt pay over to the Existing
Borrowers (but only to the extent of indemnity payments made, or additional
amounts paid, by the Existing Borrowers under this Section 4.6(a) with
respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of such Secured Party and without interest
(other than interest paid by the relevant jurisdiction or Governmental Authority
with respect to such refund) the portion of such refund which, in the good faith
judgment of such Secured Party, is attributable to the payment of such
additional amounts by the Existing Borrowers and in an amount as will leave such
Secured Party in no better or worse position than it would have been in if the
payment of such additional amounts had not been required to be made; provided, however, that the
Existing Borrowers, upon the request of such Secured Party, agree to repay the
amount paid over to the Existing Borrowers (plus penalties, interest or other
charges payable to the relevant jurisdiction or Governmental Authority) to such
Secured Party in the event such Secured Party is required to repay such refund
to such jurisdiction or Governmental Authority. In addition, the Existing
Borrowers shall jointly and severally indemnify each Secured Party for any
incremental Taxes that may become payable by such Secured Party as a result of
any failure of any Existing Borrower to pay any Taxes when due to the


     

    
      
        
        

      

      
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    appropriate
Governmental Authority or to deliver to the Administrative Agent, pursuant to
clause
(a)(iii), documentation evidencing the payment of Taxes or Other
Taxes.  With respect to indemnification for Non-Excluded Taxes and
Other Taxes actually paid by any Secured Party or the indemnification provided
in the immediately preceding sentence, such indemnification shall be made within
30 days after the date such Secured Party makes written demand
therefor.  Each Existing Borrower acknowledges that any payment made
to any Secured Party or to any Governmental Authority in respect of the
indemnification obligations of the Existing Borrowers provided in this clause
shall constitute a payment in respect of which the provisions of clause (a)(i) and
this clause shall apply.

     

    (v) Each
Non-U.S. Existing Lender, on or prior to the date on which such Non-U.S.
Existing Lender becomes an Existing Lender hereunder (and from time to time
thereafter upon the request of the Administrative Borrower or the Administrative
Agent, but only for so long as such Non-U.S. Existing Lender is legally entitled
to do so), shall deliver to the Administrative Borrower and the Administrative
Agent either

     

    (A) two duly
completed copies of either (A) Internal Revenue Service Form W-8BEN or (B)
Internal Revenue Service Form W-8ECI, or in either case an applicable successor
form; or

     

    (B) in the
case of a Non-U.S. Existing Lender that is claiming the “portfolio interest”
exemption from U.S. federal withholding tax pursuant to Section 871(h) or
Section 881(c) of the Code, (x) a certificate of a duly authorized officer of
such Non-U.S. Existing Lender to the effect that such non-U.S. Existing Lender
is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B)
a “10 percent shareholder” of any Existing Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code (such certificate, an “Existing Lender Exemption
Certificate”) and (y) two duly completed copies of  Internal
Revenue Service Form W-8BEN or applicable successor form.

     

    (vi) The
Existing Borrowers shall not be obligated to gross up any payments to any
Existing Lender pursuant to clause (a)(i), or to
indemnify any Existing Lender pursuant to clause (a)(iv), in
respect of United States federal withholding Taxes to the extent imposed as a
result of (i) the failure of such Existing Lender to deliver to any Existing
Borrower the form or forms and/or an Existing Lender Exemption Certificate, as
applicable to such Existing Lender, pursuant to clause (a)(v), (ii)
such form or forms and/or Existing Lender Exemption Certificate not establishing
a complete exemption from U.S. federal withholding Tax or the information or
certifications made therein by the Existing Lender being untrue or inaccurate on
the date delivered in any material respect, or (iii) the Existing Lender
designating a successor lending office at which it maintains its Loans which has
the effect of causing such Existing Lender to become obligated for Tax payments
in excess of those in effect immediately prior to such designation; provided, however, that the
Existing Borrowers shall be obligated to gross up any payments to any such
Existing Lender pursuant to clause (a)(i), and to
indemnify any such Existing Lender pursuant to clause (a)(iv), in
respect of United States federal withholding Taxes if  (i) any such
failure to deliver a form or forms or an Existing Lender Exemption Certificate
or the failure of such form or forms or Existing Lender Exemption Certificate to
establish a complete exemption from U.S. federal withholding Tax or inaccuracy
or untruth contained therein resulted from a change in any applicable statute,
treaty, regulation or other applicable law or any interpretation of any of the
foregoing occurring after the Effective Date, which change rendered such
Existing Lender no longer legally entitled to deliver such form or forms or
Existing Lender Exemption

     

    
      
        
        

      

      
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    Certificate
or otherwise ineligible for a complete exemption from U.S. federal withholding
Tax, or rendered the information or certifications made in such form or forms or
Existing Lender Exemption Certificate untrue or inaccurate in a material
respect, (ii) the redesignation of the Existing Lender’s lending office was made
at the request of the Administrative Borrower or (iii) the obligation to gross
up payments to any such Existing Lender pursuant to clause (a)(i) or to
indemnify any such Existing Lender pursuant to clause (a)(iv) is
with respect to an Assignee Existing Lender that becomes an Assignee Existing
Lender as a result of an assignment made at the request of the Administrative
Borrower.

     

    (vii) Each
Existing Lender that is an Existing Lender in relation to a U.K. Borrower
confirms to the Administrative Agent, in the case of an Existing Lender that is
an Existing Lender on the Effective Date, on the Effective Date, and in the case
of an Existing Lender that becomes an Existing Lender after the Effective Date,
on the date it becomes an Existing Lender, and in either case on each Quarterly
Payment Date and on the last day of each Interest Period for any LIBO Rate
Loans, that it is either (i) a bank beneficially entitled to interest in respect
of such Loans and within the charge to corporation tax in respect of such
interest for the purposes of Section 879 of the U.K. Income Tax Act 2007; (ii)
(A) a company beneficially entitled to interest in respect of such Loans and
resident in the United Kingdom for U.K. Tax purposes, or (B) an Existing Lender
that is beneficially entitled to interest in respect of such Loans and is a
partnership each member of which is a company resident in the United Kingdom for
U.K. Tax purposes, or (C) a company beneficially entitled to interest in respect
of such Loans and not resident in the United Kingdom for U.K. Tax purposes but
which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account interest payable in respect of such Loans in
computing the chargeable profits (within the meaning given by Section 11(2) of
the U.K. Income and Corporation Taxes Act 1988) of that company; or (iii) a bank
or Affiliate of a bank lending through any permanent establishment if, at the
time the bank  or Affiliate of a bank becomes a party, the bank or
Affiliate of the bank (as the case may be) (A) is treated as resident (for the
purposes of the appropriate double taxation agreement) in a jurisdiction having
a double taxation agreement with the United Kingdom which makes provision for
full exemption from Tax imposed by the United Kingdom on interest, and does not
carry on business in the United Kingdom through a permanent establishment with
which that bank or Affiliate’s participation in such Loans is effectively
connected, or (B) is otherwise entitled to receive principal, interest and fees
without such withholding, and shall forthwith notify the Administrative Borrower
and the Administrative Agent if either representation ceases to be
correct.  Each Existing Lender that is not funding such Loans out of a
lending office in the United Kingdom (or another jurisdiction having an
exemption from U.K. income tax by treaty) shall submit a duly completed Form
FD13 double tax treaty form to the U.S. Internal Revenue Service (or the
comparable form for its jurisdiction to its jurisdiction’s tax authorities)
reasonably promptly seeking exemption from U.K. income tax on interest payable
under the Loan Documents.

     

    (viii) Each
Existing Lender agrees that it will use reasonable efforts to designate an
alternate lending office with respect to its LIBO Rate Loans affected by
any

     

    
      
        
        

      

      
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    of the
matters or circumstances described in this Section 4.6(a) to
reduce the obligation of the Existing Borrowers to gross up any payments to any
Existing Lenders pursuant to clause(a)(i), or to
indemnify any Existing Lenders pursuant to clause (a)(iv), so
long as such designation is not disadvantageous in any way to such Existing
Lender as determined by such Existing Lender in its sole discretion; provided that such
Existing Lender shall have no obligation to so designate an alternate lending
office located in the United States.  Any Existing Lender claiming any
additional amounts payable pursuant to this Section 4.6(a) shall
use reasonable efforts (consistent with legal and regulatory restrictions) to
deliver to the Existing Borrowers or the Administrative Agent any certificate or
document reasonably requested by any Existing Borrower or the Administrative
Agent if the delivery of such certificate or document would avoid the need for
or reduce the amount of any such additional amounts that may thereafter accrue
and would not, in the sole determination of such Existing Lender, be otherwise
disadvantageous to such Existing Lender.

     

    (ix) If any
Existing Lender that does not make a LIBO Rate Loan pursuant to Section 4.1 or Section 4.2 is
subject to increased costs pursuant to Section 4.3, or is
owed or reasonably anticipates being owed additional amounts pursuant to this
Section 4.6(a)
and fails to take action required under clause (viii) of this
Section 4.6(a),
and the same circumstances are not generally applicable to other Existing
Lenders, any Existing Borrower shall have the right, if no Default then exists,
to replace such Existing Lender with another bank or financial institution with
the written consent of the Administrative Agent, which consent shall not be
unreasonably withheld, provided that (i) the
obligations of any Existing Borrower owing to the Existing Lender being replaced
(including such increased costs) that are not being assigned to the replacement
Existing Lender shall be paid in full to the Existing Lender being replaced
concurrently with such replacement, (ii) the replacement Existing Lender shall
execute an Existing Lender Assignment Agreement and Acceptance pursuant to which
it shall become a party hereto as provided in Section 10.12.1, and
(iii) upon compliance with the provisions for assignment provided in Section 10.12.1 and
the payment of amounts referred to in clause (i), the replacement Existing
Lender shall constitute an “Existing Lender” hereunder and the Existing Lender
being so replaced shall no longer constitute an “Existing Lender”
hereunder.

     

    (b) The
Post-Petition Borrowers covenant and agree as follows with respect to Taxes in
respect of the Post-Petition Loans:

     

    (i) Any and
all payments by any Post-Petition Borrower under each Loan Document shall be
made without setoff, counterclaim or other defense, and free and clear of, and
without deduction or withholding for or on account of, any Taxes.  In
the event that any Taxes are required by law to be deducted or withheld from any
payment required to be made by any Post-Petition Borrower to or on behalf of any
Secured Party in respect of the Post-Petition Loans under any Loan Document,
then:

     

    (A) subject
to clause
(b)(vi), if such Taxes are Non-Excluded Taxes, the amount of such payment
shall be increased as may be necessary such that such payment is made, after
withholding or deduction for or on account of such Taxes, in an amount that is
not less than the amount provided for in such Loan Document; and

     

    
      
        
        

      

      
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    (B) such
Post-Petition Borrower shall withhold the full amount of such Taxes from such
payment (as increased pursuant to clause (a)(i)) and
shall pay such amount to the Governmental Authority imposing such Taxes in
accordance with applicable law.

     

    (ii) In
addition, the Post-Petition Borrowers shall pay, with respect to the
Post-Petition Loans,  any and all Other Taxes imposed to the relevant
Governmental Authority imposing such Other Taxes in accordance with applicable
law.

     

    (iii) As
promptly as practicable after the payment of any Taxes or Other Taxes, and in
any event within 45 days of any such payment being due, the applicable
Post-Petition Borrower shall furnish to the Administrative Agent a copy of an
official receipt (or a certified copy thereof) evidencing the payment of such
Taxes or Other Taxes.  The Administrative Agent shall make copies
thereof available to any Post-Petition Lender upon request
therefor.

     

    (iv) Subject
to clause
(b)(vi), the Post-Petition Borrowers shall indemnify each Secured Party
with respect to the Post-Petition Loans for any Non-Excluded Taxes and Other
Taxes levied, imposed or assessed on (and whether or not paid directly by) such
Secured Party (and whether or not such Non-Excluded Taxes or Other Taxes are
correctly or legally asserted by the relevant Governmental
Authority).  Promptly upon having knowledge that any such Non-Excluded
Taxes or Other Taxes have been levied, imposed or assessed, and promptly upon
notice thereof by any Secured Party, the Post-Petition Borrowers shall pay such
Non-Excluded Taxes or Other Taxes directly to the relevant Governmental
Authority (provided, however, that no
Secured Party shall be under any obligation to provide any such notice to any
Post-Petition Borrower).  If a Secured Party receives a refund in
respect of any Non-Excluded Taxes or Other Taxes with respect to which any
Post-Petition Borrower has paid additional amounts pursuant to this Section 4.6(b), it
shall within 60 days from the date of such receipt pay over to the Post-Petition
Borrowers (but only to the extent of indemnity payments made, or additional
amounts paid, by the Post-Petition Borrowers under this Section 4.6(b) with
respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of such Secured Party and without interest
(other than interest paid by the relevant jurisdiction or Governmental Authority
with respect to such refund) the portion of such refund which, in the good faith
judgment of such Secured Party, is attributable to the payment of such
additional amounts by the Post-Petition Borrowers and in an amount as will leave
such Secured Party in no better or worse position than it would have been in if
the payment of such additional amounts had not been required to be made; provided, however, that the
Post-Petition Borrowers, upon the request of such Secured Party, agree to repay
the amount paid over to the Post-Petition Borrowers (plus penalties, interest or
other charges payable to the relevant jurisdiction or Governmental Authority) to
such Secured Party in the event such Secured Party is required to repay such
refund to such jurisdiction or Governmental Authority. In addition, the
Post-Petition Borrowers shall jointly and severally indemnify each Secured Party
for any incremental Taxes that may become payable by such Secured Party as a
result of any failure of any Post-Petition Borrower to pay any Taxes when due to
the appropriate Governmental Authority or to deliver to the Administrative
Agent, pursuant to clause (b)(iii),
documentation evidencing the payment of Taxes or Other Taxes.  With
respect to indemnification for Non-Excluded Taxes and Other Taxes actually paid
by any Secured Party or the indemnification provided in the immediately
preceding sentence, such indemnification shall be made within 30 days after the
date such Secured Party makes

     

    
      
        
        

      

      
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    written
demand therefor.  Each Post-Petition Borrower acknowledges that any
payment made to any Secured Party or to any Governmental Authority in respect of
the indemnification obligations of the Post-Petition Borrowers provided in this
clause shall constitute a payment in respect of which the provisions of clause (b)(i) and
this clause shall apply.

     

    (v) Each
Non-U.S. Post-Petition Lender, on or prior to the date on which such Non-U.S.
Post-Petition Lender becomes a Post-Petition Lender hereunder (and from time to
time thereafter upon the request of the Administrative Borrower or the
Administrative Agent, but only for so long as such Non-U.S. Post-Petition Lender
is legally entitled to do so), shall deliver to the Administrative Borrower and
the Administrative Agent either

     

    (A) two duly
completed copies of either (A) Internal Revenue Service Form W-8BEN or (B)
Internal Revenue Service Form W-8ECI, or in either case an applicable successor
form; or

     

    (B) in the
case of a Non-U.S. Post-Petition Lender that is claiming the “portfolio
interest” exemption from U.S. federal withholding tax pursuant to Section 871(h)
or Section 881(c) of the Code, (x) a certificate of a duly authorized officer of
such Non-U.S. Post-Petition Lender to the effect that such Non-U.S.
Post-Petition Lender is not (A) a “bank” within the meaning of Section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Post-Petition
Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(C) of the Code (such certificate, an “Post-Petition Lender
Exemption Certificate”) and (y) two duly completed copies
of  Internal Revenue Service Form W-8BEN or applicable successor
form.

     

    (vi) The
Post-Petition Borrowers shall not be obligated to gross up any payments to any
Post-Petition Lender pursuant to clause (b)(i), or to
indemnify any Post-Petition Lender pursuant to clause (b)(iv), in
respect of United States federal withholding Taxes to the extent imposed as a
result of (i) the failure of such Post-Petition Lender to deliver to any
Post-Petition Borrower the form or forms and/or a Post-Petition Lender Exemption
Certificate, as applicable to such Post-Petition Lender, pursuant to clause (b)(v), (ii)
such form or forms and/or Post-Petition Lender Exemption Certificate not
establishing a complete exemption from U.S. federal withholding Tax or the
information or certifications made therein by the Post-Petition Lender being
untrue or inaccurate on the date delivered in any material respect, or (iii) the
Post-Petition Lender designating a successor lending office at which it
maintains its Loans which has the effect of causing such Post-Petition Lender to
become obligated for Tax payments in excess of those in effect immediately prior
to such designation; provided, however, that the
Post-Petition Borrowers shall be obligated to gross up any payments to any such
Post-Petition Lender pursuant to clause (b)(i), and to
indemnify any such Post-Petition Lender pursuant to clause (b)(iv), in
respect of United States federal withholding Taxes if  (i) any such
failure to deliver a form or forms or a Post-Petition Lender Exemption
Certificate or the failure of such form or forms or Post-Petition Lender
Exemption Certificate to establish a complete exemption from U.S. federal
withholding Tax or inaccuracy or untruth contained therein resulted from a
change in any applicable statute, treaty, regulation or other applicable law or
any interpretation of any of the foregoing occurring after the 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    Effective
Date, which change rendered such Post-Petition Lender no longer legally entitled
to deliver such form or forms or Post-Petition Lender Exemption Certificate or
otherwise ineligible for a complete exemption from U.S. federal withholding Tax,
or rendered the information or certifications made in such form or forms or
Post-Petition Lender Exemption Certificate untrue or inaccurate in a material
respect, (ii) the redesignation of the Post-Petition Lender’s lending office was
made at the request of the Administrative Borrower or (iii) the obligation to
gross up payments to any such Post-Petition Lender pursuant to clause (b)(i) or to
indemnify any such Post-Petition Lender pursuant to clause (b)(iv) is
with respect to an Assignee Post-Petition Lender that becomes an Assignee
Post-Petition Lender as a result of an assignment made at the request of the
Administrative Borrower.

     

    (vii) Each
Post-Petition Lender that is a Post-Petition Lender in relation to a U.K.
Borrower confirms to the Administrative Agent, in the case of a Post-Petition
Lender that is a Post-Petition Lender on the Effective Date, on the Effective
Date, and in the case of a Post-Petition Lender that becomes a Post-Petition
Lender after the Effective Date, on the date it becomes a Post-Petition Lender,
and in either case on each Quarterly Payment Date and on the last day of each
Interest Period for any LIBO Rate Loans, that it is either (i) a bank
beneficially entitled to interest in respect of such Loans and within the charge
to corporation tax in respect of such interest for the purposes of Section 879
of the U.K. Income Tax Act 2007; (ii) (A) a company beneficially entitled to
interest in respect of such Loans and resident in the United Kingdom for U.K.
Tax purposes, or (B) a Post-Petition Lender that is beneficially entitled to
interest in respect of such Loans and is a partnership each member of which is a
company resident in the United Kingdom for U.K. Tax purposes, or (C) a company
beneficially entitled to interest in respect of such Loans and not resident in
the United Kingdom for U.K. Tax purposes but which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account
interest payable in respect of such Loans in computing the chargeable profits
(within the meaning given by Section 11(2) of the U.K. Income and Corporation
Taxes Act 1988) of that company; or (iii) a bank or Affiliate of a bank lending
through any permanent establishment if, at the time the bank  or
Affiliate of a bank becomes a party, the bank or Affiliate of the bank (as the
case may be) (A) is treated as resident (for the purposes of the appropriate
double taxation agreement) in a jurisdiction having a double taxation agreement
with the United Kingdom which makes provision for full exemption from Tax
imposed by the United Kingdom on interest, and does not carry on business in the
United Kingdom through a permanent establishment with which that bank or
Affiliate’s participation in such Loans is effectively connected, or (B) is
otherwise entitled to receive principal, interest and fees without such
withholding, and shall forthwith notify the Administrative Borrower and the
Administrative Agent if either representation ceases to be
correct.  Each Post-Petition Lender that is not funding such Loans out
of a lending office in the United Kingdom (or another jurisdiction having an
exemption from U.K. income tax by treaty) shall submit a duly completed Form
FD13 double tax treaty form to the U.S. Internal Revenue Service (or the
comparable form for its jurisdiction to its jurisdiction’s tax authorities)
reasonably promptly seeking exemption from U.K. income tax on interest payable
under the Loan Documents.

     

    (viii) Each
Post-Petition Lender agrees that it will use reasonable efforts to designate an
alternate lending office with respect to its LIBO Rate Loans affected by any of
the matters or circumstances described in this Section 4.6(b) to
reduce the obligation of the Post-Petition Borrowers to gross up any payments to
any Post-Petition Lenders pursuant to clause(b)(i), or to
indemnify any Post-Petition Lenders pursuant to clause

     

    
      
        
        

      

      
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    (b)(iv), so long as
such designation is not disadvantageous in any way to such Post-Petition Lender
as determined by such Post-Petition Lender in its sole discretion; provided that such
Post-Petition Lender shall have no obligation to so designate an alternate
lending office located in the United States.  Any Post-Petition Lender
claiming any additional amounts payable pursuant to this Section 4.6(b) shall
use reasonable efforts (consistent with legal and regulatory restrictions) to
deliver to the Post-Petition Borrowers or the Administrative Agent any
certificate or document reasonably requested by any Post-Petition Borrower or
the Administrative Agent if the delivery of such certificate or document would
avoid the need for or reduce the amount of any such additional amounts that may
thereafter accrue and would not, in the sole determination of such Post-Petition
Lender, be otherwise disadvantageous to such Post-Petition Lender.

     

    (ix) If any
Post-Petition Lender that does not make a LIBO Rate Loan pursuant to Section 4.1 or Section 4.2 is
subject to increased costs pursuant to Section 4.3, or is
owed or reasonably anticipates being owed additional amounts pursuant to this
Section 4.6(b)
and fails to take action required under clause (viii) of this
Section 4.6(b),
and the same circumstances are not generally applicable to other Post-Petition
Lenders, any Post-Petition Borrower shall have the right, if no Default then
exists, to replace such Post-Petition Lender with another bank or financial
institution with the written consent of the Administrative Agent, which consent
shall not be unreasonably withheld, provided that (i) the
obligations of any Post-Petition Borrower owing to the Post-Petition Lender
being replaced (including such increased costs) that are not being assigned to
the replacement Post-Petition Lender shall be paid in full to the Post-Petition
Lender being replaced concurrently with such replacement, (ii) the replacement
Post-Petition Lender shall execute a Post-Petition Lender Assignment Agreement
and Acceptance pursuant to which it shall become a party hereto as provided in
Section
10.12.1, and (iii) upon compliance with the provisions for assignment
provided in Section
10.12.1 and the payment of amounts referred to in clause (i), the
replacement Post-Petition Lender shall constitute a “Post-Petition Lender”
hereunder and the Post-Petition Lender being so replaced shall no longer
constitute a “Post-Petition Lender” hereunder.

     

    Section
4.7. Payments, Computations,
etc.  Unless
otherwise expressly provided in a Loan Document, all payments by the Borrowers
pursuant to each Loan Document shall be made by the Borrowers to the
Administrative Agent for the pro rata account of the
Secured Parties entitled to receive such payment.  All payments shall
be made without setoff, deduction or counterclaim not later than 11:00 a.m.
(which shall be London time in the case of Existing Other Currency Loans and
Sterling Post-Petition Loans) on the date due in same day or immediately
available funds to such account as the Administrative Agent shall specify from
time to time by notice to the Administrative Borrower.  Funds received
after that time shall be deemed to have been received by the Administrative
Agent on the next succeeding Business Day.  The Administrative Agent
shall promptly remit in same day funds to each Secured Party its share, if any,
of such payments received by the Administrative Agent for the account of such
Secured Party.  All interest (including interest on LIBO Rate Loans)
and fees shall be computed on the basis of the actual number of days (including
the first day but excluding the last day) occurring during the period for which
such interest or fee is payable over a year comprised of 360 days, except with
respect to LIBO Rate Loans denominated in Sterling which shall accrue interest
computed on the basis of 365 days and except with respect to Base Rate Loans
which shall accrue interest computed on the basis of a year comprised of 365 or
366 days, as the case may be, provided, however, that to the
extent the current market practice is to compute interest and/or fees in respect
of any Other Currency or any Loan denominated in any Other Currency in a manner
other than as set forth above, all interest and fees hereunder shall be computed
on the basis of such market practice, as notified to the Administrative Borrower
by the Administrative Agent.  Payments due on other than a Business
Day shall (except as otherwise required by clause (b) of
the

     

    
      
        
        

      

      
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    definition
of the term “Interest Period”) be made on the next succeeding Business Day and
such extension of time shall be included in computing interest and fees in
connection with that payment.

     

    Section
4.8. Sharing of
Payments.  If
any Secured Party shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of setoff or otherwise) on account of any Credit
Extension, Existing Loan or Reimbursement Obligation (other than pursuant to the
terms of Section
4.3, 4.4, 4.5 or 4.6 and subject to
the terms and conditions of the Intercreditor Agreement) in excess of its pro rata share of
payments obtained by all Secured Parties, such Secured Party shall purchase from
the other Secured Parties such participations in Credit Extensions made by them
as shall be necessary to cause such purchasing Secured Party to share the excess
payment or other recovery ratably (to the extent such other Secured Parties were
entitled to receive a portion of such payment or recovery) with each of them;
provided, however, that if all
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Secured Party, the purchase shall be rescinded and each
Secured Party which has sold a participation to the purchasing Secured Party
shall repay to the purchasing Secured Party the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Secured
Party’s ratable share (according to the proportion of (a) the amount of such
selling Secured Party’s required repayment to the purchasing Secured Party to (b) total amount
so recovered from the purchasing Secured Party) of any interest or other amount
paid or payable by the purchasing Secured Party in respect of the total amount
so recovered.  Each Borrower agrees that any Secured Party purchasing
a participation from another Secured Party pursuant to this Section 4.8 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with
respect to such participation as fully as if such Secured Party were the direct
creditor of such Borrower in the amount of such participation.  If
under any applicable bankruptcy, insolvency or other similar law any Secured
Party receives a secured claim in lieu of a setoff to which this Section 4.8 applies,
such Secured Party shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the
Secured Parties entitled under this Section 4.8 to share
in the benefits of any recovery on such secured claim.

     

    Section
4.9. Setoff.  Each
Secured Party shall, upon the occurrence and during the continuance of any
Default described in Section 8.1.9 or,
with the consent of the Required Post-Petition Lenders, upon the occurrence and
during the continuance of any other Event of Default, have the right to
appropriate and apply to the payment of the Obligations owing to it (whether or
not then due), and (as security for such Obligations) each Borrower hereby
grants to each Secured Party a continuing security interest in, any and all
balances, credits, deposits, accounts or moneys of such Borrower then or
thereafter maintained with such Secured Party; provided, however, that any
such appropriation and application shall be subject to the provisions of Section
4.8.  Each Secured Party agrees promptly to notify the
Administrative Borrower and the Administrative Agent after any such setoff and
application made by such Secured Party; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and
application.  The rights of each Secured Party under this Section 4.9 are in
addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Secured Party may have.  The
Borrower agrees to combine currencies to effectuate a set-off at the Spot
Rate.

     

    Section
4.10. Guaranty
Provisions.  Each
Borrower acknowledges and agrees that, whether or not specifically indicated as
such in a Loan Document, all Obligations shall be joint and several Obligations
of each individual Borrower (except to the extent such joint liability for any
such Obligations would constitute unlawful financial assistance prohibited by
Sections 678 and 679 of the English Companies Act 2006 or Article 161 of the
Companies (Northern Ireland) Order 1986), and in furtherance of such joint and
several Obligations, each Borrower hereby irrevocably guarantees the payment of
all Obligations of each other Borrower as set forth below.

     

    
      
        
        

      

      
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    Section
4.10.1 Guaranty.  Subject to Section 3.3.4. and
Section 4.10.6.
of this Agreement, each Borrower (other than the Parent) hereby jointly and
severally, absolutely, unconditionally and irrevocably guarantees the full and
punctual payment when due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise, of all Obligations; provided, however, that each
Borrower (other than the Parent) shall only be liable to the Secured Parties
under this Agreement (a) for the maximum amount of such liability that can be
hereby incurred without rendering this Agreement, as it relates to any such U.S.
Borrower, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer, and not for any greater amount and (b) to the extent such
liability for any such Obligations would not constitute unlawful financial
assistance prohibited by 678 and 679 of the English Companies Act 2006 or
Article 161 of the Companies (Northern Ireland) Order 1986.  This
guaranty constitutes a guaranty of payment when due and not merely of
collection, and each Borrower (other than the Parent) specifically agrees that
it shall not be necessary or required that any Secured Party exercise any right,
assert any claim or demand or enforce any remedy whatsoever against any Obligor
or any other Person before or as a condition to the obligations of such Borrower
hereunder.

     

    Section
4.10.2. Guaranty Absolute,
etc.  The guaranty contained in the foregoing Section 4.10.1 shall
in all respects be a continuing, absolute, unconditional and irrevocable
guaranty of payment, and shall remain in full force and effect until the
Termination Date.  Each Borrower (other than the Parent) jointly and
severally guarantees that the Obligations will be paid strictly in accordance
with the terms of each Loan Document under which such Obligations arise,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Secured Party with
respect thereto.  The liability of each Borrower (other than the
Parent) under the guaranty contained in the foregoing Section 4.10.1. shall
be joint and several, absolute, unconditional and irrevocable irrespective
of:

     

    (a) any lack
of validity, legality or enforceability of any Loan Document;

     

    (b) the
failure of any Secured Party (i) to assert any claim or demand or to enforce any
right or remedy against any Obligor or any other Person (including any other
guarantor) under the provisions of any Loan Document or otherwise, or
(ii)  to exercise any right or remedy against any other guarantor
(including any Obligor) of, or collateral securing, any
Obligations;

     

    (c) any
change in the time, manner or place of payment of, or in any other term of, all
or any part of the Obligations, or any other extension, compromise or renewal of
any Obligation;

     

    (d) any
reduction, limitation, impairment or termination of any Obligations for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and each Borrower hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, irregularity,
compromise, unenforceability of, or any other event or occurrence affecting, any
Obligations or otherwise;

     

    (e) any
amendment to, rescission, waiver, or other modification of, or any consent to or
departure from, any of the terms of any Loan Document;

     

    (f) any
addition, exchange, release, surrender or non-perfection of any collateral, or
any amendment to or waiver or release or addition of, or consent to or departure
from, any other guaranty held by any Secured Party securing any of the
Obligations; or

     

    
      
        
        

      

      
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    (g) any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, any Obligor, any surety or any
guarantor.

     

     Section
4.10.3. Reinstatement, etc.
 Each Borrower (other than the Parent) agrees that its guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment (in whole or in part) of any of the Obligations is rescinded or must
otherwise be restored by any Secured Party, upon the insolvency, bankruptcy or
reorganization of any other Borrower, any other Obligor or otherwise, all as
though such payment had not been made.

     

     Section
4.10.4. Waiver, etc.  Each
Borrower (other than the Parent) hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Obligations and this
Agreement and any requirement that any Secured Party protect, secure, perfect or
insure any Lien, or any property subject thereto, or exhaust any right or take
any action against any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Obligations, as the case may
be.

     

    Section
4.10.5. Postponement of Subrogation,
etc.  Each Borrower (other than the Parent) agrees that it will
not exercise any rights which it may acquire by way of rights of subrogation
under any Loan Document to which it is a party, nor shall any Borrower seek or
be entitled to seek any contribution or reimbursement from any Obligor, in
respect of any payment made hereunder, under any other Loan Document or
otherwise, until following the Termination Date.  Any amount paid to
any Borrower on account of any such subrogation rights prior to the Termination
Date shall be held in trust for the benefit of the Secured Parties and shall
immediately be paid and turned over to the Administrative Agent for the ratable
benefit of the Secured Parties in the exact form received by such Borrower (duly
endorsed in favor of the Administrative Agent, if required), to be credited and
applied against the Obligations, whether matured or unmatured, in accordance
with Section
4.7; provided, however, that
if

     

    (a) any
Borrower has made payment to the Secured Parties of all or any part of the
Obligations; and

     

    (b) the
Termination Date has occurred;

     

    then at
such Borrower’s request, the Administrative Agent (on behalf of the Secured
Parties) will, at the expense of such Borrower, execute and deliver to such
Borrower appropriate documents (without recourse and without representation or
warranty) necessary to evidence the transfer by subrogation to such Borrower of
an interest in the Obligations resulting from such payment.  In
furtherance of the foregoing, at all times prior to the Termination Date each
Borrower shall refrain from taking any action or commencing any proceeding
against any Obligor (or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in the respect of
payments made under any Loan Document to any Secured Party.

     

    Section
4.10.6. Guaranty
Limitations.  Notwithstanding anything to the contrary in this
Agreement or in any other Loan Document, each Non-U.S. Obligor (other than UK
Holdings, which shall guaranty all Obligations) shall only be a guarantor of the
Non-U.S. Obligations and the indemnities contained herein and not for any other
amounts.

     

    Section
4.11. Defaulting
Lenders.  Notwithstanding anything in this Agreement to the
contrary, as to any Lender which (a) has refused (which refusal has not been
retracted) to make available its portion of any Borrowing or to fund its portion
of any unreimbursed (or disgorged) payment under Section 2.6.1 or (b)
has given notice to the Administrative Agent and/or the Borrowers that it does
not intend to comply with its obligations under Section 2.1 or under
Section 2.6.1,
in the case of clause
(a) 

     

    
      
        
        

      

      
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    or clause (b) above, in
connection with or after the appointment of a receiver or conservator with
respect to such Lender at the direction or request of any regulatory agency or
authority (such Lender, a “Defaulting
Lender”):

     

    (i) such
Lender shall not be deemed a Required Lender hereunder and such Lender’s
Commitments, Loans and Letter of Credit Outstandings shall be excluded from the
calculations set forth in the definition of Required Lenders;

     

    (ii) such
Lender shall not be entitled to receive any portion of (A) Existing Letter of
Credit fees, (B) interest payable with respect to any Disbursements or (C)
amounts received in respect of Disbursements; and

     

    (iii) such
Lender shall not be entitled to receive any Commitment Fee payable in respect of
the Commitment Amount.

     

     

    ARTICLE
V                                

     

    CONDITIONS
TO EFFECTIVENESS AND FUTURE CREDIT EXTENSIONS

     

    Section
5.1. Effectiveness.  The
amendment and restatement of the Existing Credit Agreement and the obligations
of the Lenders and, if applicable, the Issuer to continue Existing Loans under
this Agreement, Existing Letters of Credit under this Agreement and to make any
new Credit Extensions pursuant to this Agreement shall be subject to prior or
concurrent satisfaction of each of the conditions precedent set forth in this
Section
5.1.

     

    Section
5.1.1. Resolutions,
etc.  The Administrative Agent shall have received, in form and
substance satisfactory to it, from (a) each U.S. Obligor executing a Loan
Document on the Effective Date pursuant to Section 5.1, as
applicable, a copy of a good standing certificate (or its equivalent), dated a
date reasonably close to the Effective Date, for each such Person and (b) from
each U.S. Obligor and Non-U.S. Obligor executing a Loan Document on the
Effective Date pursuant to Section 5.1, as
applicable, a certificate, dated a date reasonably close to the Effective Date
and with counterparts for each Lender, duly executed and delivered by, in the
case of a U.S. Obligor, such Person’s Secretary or Assistant Secretary, managing
member or general partner, as applicable, and in the case of a Non-U.S. Obligor,
two directors or a director and such Person’s Secretary, as to

     

    (i) resolutions
of each such Person’s Board of Directors (or other equivalent managing body)
then in full force and effect authorizing, to the extent relevant, the
execution, delivery and performance of each Loan Document to be executed by such
Person applicable to such person;

     

    (ii) in the
case of Non-U.S. Obligors, resolutions of each such Person’s shareholders, then
in full force and effect authorizing, to the extent relevant, the execution,
delivery and performance of each Loan Document to be executed by such Person
applicable to such person;

     

    (iii) in the
case of the Non-U.S. Obligors, certification that entry into and performance of
the relevant Loan Documents by the relevant Non-U.S. Obligor will be within its
corporate powers and does not cause to be exceeded any limit or restriction on
any of the powers of such Non-U.S. Obligor (whether contained in any Loan
Document or otherwise) or the right or ability of its directors to exercise such
powers;

     

    
      
        
        

      

      
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    (iv) the
incumbency and signatures of each Authorized Officer signing any Loan Documents;
and

     

    (v) the full
force and validity of each Organic Document of such Person and copies
thereof;

     

    upon
which certificates each Secured Party may conclusively rely until it shall have
received, in form and substance satisfactory to the Administrative Agent, a
further certificate of the Secretary, Assistant Secretary, managing member,
general partner or directors, as applicable, of any such Person canceling or
amending the prior certificate of such Person.

     

    Section
5.1.2. Closing Fees, Expenses,
etc.  The Administrative Agent shall have received for its own
account, or for the account of each Lender, as the case may be, all fees, costs
and expenses due and payable pursuant to Sections 3.3 and
10.3, if then
invoiced and payment of any accrued and unpaid interest and fees in respect of
outstanding Obligations (as defined in the Existing Credit
Agreement).

     

    Section
5.1.3. Delivery of
Notes.  The Administrative Agent shall have received, for the
account of each Post-Petition Lender that has requested a Post-Petition Note,
such Post-Petition Lender’s Post-Petition Note, dated the Effective Date and
duly executed and delivered by an Authorized Officer of each U.K.
Borrower.

     

    Section
5.1.4. Opinions of
Counsel.  The Administrative Agent shall have received
opinions, dated the Effective Date and addressed to the Administrative Agent and
all Lenders, from

     

    (a) Hunton
& Williams LLP, acting as special Virginia and New York counsel to the
Obligors, in form and substance satisfactory to the Administrative
Agent;

     

    (b) Hammonds
LLP, acting as special English counsel to the Obligors, in form and substance
satisfactory to the Administrative Agent;

     

    (c) Arthur
Cox, special Northern Irish counsel to the Obligors, in form and substance
satisfactory to the Administrative Agent.

     

    (d) Dundas
& Wilson CS LLP, special Scottish counsel to the Obligors, in form and
substance satisfactory to the Administrative Agent;

     

    (e) Arthur
Cox, special Republic of Ireland counsel to the Obligors, in form and substance
satisfactory to the Administrative Agent;

     

    (f) NautaDutilh,
special Belgian counsel to the Obligors, in form and substance satisfactory to
the Administrative Agent;

     

    (g) NautaDutilh,
special Dutch counsel to the Obligors, in form and substance satisfactory to the
Administrative Agent; and

     

    (h) Hammonds
LLP, special German counsel to the Obligors, in form and substance satisfactory
to the Administrative Agent.

     

    Section
5.1.5. [Reserved].

     

    
      
        
        

      

      
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    Section
5.1.6. Pledge Agreements and Security
Agreement.  (a)  The Administrative Agent shall have
received, with counterparts for each Lender, the Non-U.S. Security Documents
listed on Schedule
VI, duly authorized and executed by an Authorized Officer of each of the
applicable Non-U.S. Obligors.

     

    (b) The
Administrative Agent shall have received all certificates representing the
Capital Securities pledged pursuant to the Pledge Agreements, Security Agreement
and other Collateral Documents, accompanied by undated stock powers executed in
blank, or, in the case of shares in Chesapeake International, UK Holdings, U.K.
Acquisitions, Chesapeake Plc and Boxmore or any other Pledged Subsidiary that
issues certificated Capital Securities, undated stock transfer forms executed in
blank, and originals of all Receivables pledged pursuant to the Collateral
Documents and evidenced by a promissory note or other instrument, negotiable
document or chattel paper, duly endorsed and accompanied by duly executed
instruments of transfer or assignment.

     

    Section
5.1.7. Guarantees.  The
Administrative Agent shall have received, with counterparts for each Lender, the
DIP Guaranty, the Non-U.S. Subsidiary Guaranty and Amendment No. 1, each dated
as of the Effective Date, duly executed and delivered by an Authorized Officer
of each Person a party thereto.

     

    Section
5.1.8. Closing Date
Certificate.  The Administrative Agent shall have received,
with counterparts for each Lender, a closing date certificate, dated the
Effective Date, duly executed and delivered by an Authorized Officer of the
Parent, in the form of Exhibit F
hereto.

     

    Section
5.1.9. Material Adverse
Change.  Since the date of the last audited consolidated
financial statements of the Parent and its Subsidiaries, no material adverse
change has occurred in (i) the business, assets, properties, financial
condition, liabilities, revenues, tax position, debt service capacity,
operations or prospects of the Obligors, taken as a whole (other than (x) in
connection with the commencement of the Case and (y) all events that have been
disclosed in any public filing with the SEC or to the Lenders on or prior to the
Petition Date), (ii) ability of the Obligors to perform their obligations under
the Loan Documents and (iii) ability of the Post-Petition Lenders to enforce the
Loan Documents and obligations of the Obligors thereunder.

     

    Section
5.1.10. Financial Information,
etc.  The Administrative Agent shall have received the audited
consolidated financial statements of the Parent for the Fiscal Year 2007,
quarterly consolidated financial statements for each of the first three Fiscal
Quarters of Fiscal Year 2008 and the Parent’s earnings releases for 2008, each
of which shall be satisfactory in all respects to the Administrative
Agent.

     

    Section
5.1.11. Intercreditor
Agreement.  The Administrative Agent shall have received, with
counterparts for each Post-Petition Lender, an intercreditor agreement (the
“Intercreditor
Agreement”) by and among the Administrative Agent, Wachovia Bank,
National Association, in its capacity as administrative agent (the “Existing Administrative
Agent”) under the Existing Loan Agreement, and the Borrowers on terms and
conditions satisfactory to the Administrative Agent and the Post-Petition
Lenders.

     

    Section
5.1.12. Non-U.S. Obligors Company
Searches.  A search in respect of each of the Non-U.S. Obligors
at the relevant Companies Registry or other applicable commercial register
showing as of the Effective Date, to the extent a search showing such
information is available, inter alia, no Liens over any
of its assets (other than Permitted Liens) and no appointment of a receiver,
liquidator or administrator or the presentation of any petition or making of any
application in respect of any of the same.

     

    
      
        
        

      

      
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    Section
5.1.13. Petition
Date.  The Debtors shall have commenced the Case.

     

    Section
5.1.14. Interim
Order.  The Bankruptcy Court shall have entered the interim
order (the “Interim
Order”) in form and substance reasonably satisfactory to the
Administrative Agent confirming the authorization of the transactions
contemplated by this Agreement, the granting of the superpriority claim status
and the liens contemplated hereby and authorizing the Post-Petition Loans in an
amount not greater than $18,550,000 (the “Interim Order
Amount”), which order shall not have been reversed, modified, amended or
stayed.

     

    Section
5.1.15. First Day
Orders.  The Administrative Agent shall have received the First
Day Orders not less than 2 days prior to the Effective Date, which shall be in
form and substance reasonably satisfactory to the Post-Petition
Lenders.

     

    Section
5.1.16. Budget.  The
Administrative Agent shall have received the Budget for the 13-week period
beginning on the Effective Date and which shall be in form and substance
reasonably satisfactory to the Administrative Agent.

     

    Section
5.1.17. 363 Sale.

     

    (a) The
Administrative Agent shall be reasonably satisfied with the terms and conditions
upon which the Obligations would be assumed by the Purchasers in the 363 Sale
and the aggregate amount of any prepayments in respect of such Obligations;
and

     

    (b) The
Debtors shall have entered into an asset purchase agreement with the Purchasers
in form and substance reasonably satisfactory to the Administrative Agent for
the 363 Sale, subject to higher and better offers (a “Stalking Horse
Bid”).

     

    Section
5.2. All Credit
Extensions.  The
obligation of each Post-Petition Lender to make any Credit Extension shall be
subject to, and the satisfaction of, each of the conditions precedent set forth
below.

     

    Section
5.2.1. Credit Extension
Limitation.  The obligation of each Post-Petition Lender to
make any Credit Extension at any time the Total Post-Petition Exposure Amount,
both before or after giving effect to such Credit Extension, exceeds (a)
$18,550,000, shall be subject to, the Bankruptcy Court having entered a final
order (the “Final
Order”) in form and substance reasonably satisfactory to the
Administrative Agent confirming the authorization of the transactions
contemplated by this Agreement, the granting of the superpriority claim status
and the liens contemplated hereby and authorizing the Post-Petition Loans, in an
amount not greater than $37,100,000 (inclusive of the Interim Order Amount), and
covering such other matters as reasonably required by the Post-Petition Lenders,
which order shall not have been reversed, modified, amended or stayed; provided,
however, that in no event shall the Total Post-Petition Exposure Amount exceed
the Aggregate Available Post-Petition Amount.

     

    Section
5.2.2. Compliance with Warranties, No
Default, etc.  Both before and after giving effect to any
Credit Extension (but, if any Default of the nature referred to in Section 8.1.5 shall
have occurred with respect to any other Indebtedness, without giving effect to
the application, directly or indirectly, of the proceeds of such Credit
Extension) the following statements shall be true and correct:

     

    (a) the
representations and warranties set forth in each Loan Document shall, in each
case, be true and correct in all material respects with the same effect as if
then made (unless

     

    
      
        
        

      

      
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    stated to
relate solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date);

     

    (b) no
Default shall have then occurred and be continuing;

     

    (c) the
making of such Credit Extension shall not violate any requirement of applicable
law in any material respect and shall not be enjoined, temporarily,
preliminarily or permanently;

     

    (d) the
Interim Order or Final Order, as the case may be, shall be in full force and
effect and shall not have been vacated, reversed, modified, amended or stayed in
any respect without the consent of the Post-Petition Lenders.

     

    Section
5.2.3. Credit Extension Request,
etc.  The Administrative Agent shall have received a Borrowing
Request from the Administrative Borrower if Post-Petition Loans are being
requested.  Each of the delivery of a Borrowing Request and the
acceptance by any U.K. Borrower of the proceeds of such Credit Extension shall
constitute a representation and warranty by such U.K. Borrower that on the date
of such Credit Extension (both immediately before and after giving effect to
such Credit Extension and the application of the proceeds thereof) the
statements made in Section 5.2.2 are
true and correct in all material respects.

     

    Section
5.2.4. Satisfactory Legal
Form.  All documents executed or submitted pursuant hereto by
or on behalf of any Borrower or any of its Subsidiaries or any other Obligors
shall be reasonably satisfactory in form and substance to the Administrative
Agent and its counsel; the Administrative Agent and its counsel shall have
received all information, approvals, opinions, documents or instruments as the
Administrative Agent or its counsel may reasonably request.

     

     

    ARTICLE
VI                                

     

    REPRESENTATIONS
AND WARRANTIES

     

    In order
to induce the Post-Petition Lenders and the Administrative Agent to enter into
this Agreement and to make Credit Extensions hereunder, each Borrower represents
and warrants to the Post-Petition Lenders and the Administrative Agent as set
forth in this Article.

     

    Section
6.1. Organization,
etc.  Each
Obligor is validly organized and existing and in good standing under the laws of
the state or jurisdiction of its incorporation or organization, is duly
qualified to do business and is in good standing as a foreign entity in each
jurisdiction where the nature of its business requires such qualification
(except for where failure to do so could not reasonably be expected to have a
Material Adverse Effect), and, subject to the entry of the DIP Financing Orders
by the Bankruptcy Court with respect to each Debtor, has full power and
authority and holds all requisite governmental licenses, permits and other
approvals to enter into and perform its Obligations under each Loan Document to
which it is a party and to own and hold under lease its property and to conduct
its business substantially as currently conducted by it (except for where
failure to do so could not reasonably be expected to have a Material Adverse
Effect).

     

    
      
        
        

      

      
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    Section
6.2. Due Authorization,
Non-Contravention, etc.  The
execution, delivery and performance by each Obligor of each Loan Document
executed or to be executed by it, are in each case within such Person’s powers,
have been duly authorized by all necessary action, and do not

     

    (a) result in
a default under or contravene any (i) Obligor’s Organic Documents, (ii)
contractual restriction, indenture or loan agreement binding on or affecting
such Obligor, (iii) subject to the entry of the DIP Financing Orders by the
Bankruptcy Court with respect to each Debtor, court decree or order binding on
or affecting such Obligor or (iv) subject to the entry of the DIP Financing
Orders by the Bankruptcy Court with respect to each Debtor, law or governmental
regulation binding on or affecting such Obligor; or

     

    (b) result
in, or require the creation or imposition of, any Lien on such Obligor’s
properties (except as required or permitted by this Agreement or the DIP
Financing Orders).

     

    Section
6.3. Government Approval,
Regulation, etc.  Except
for the entry of the DIP Financing Orders, no authorization or approval or other
action by, or required formal consultation with, and no notice to or filing
with, any Governmental Authority or works council (or equivalent) or other
Person (other than those that have been, or on the Effective Date will be, duly
obtained or made and which are, or on the Effective Date will be, in full force
and effect) is required for the due execution, delivery or performance by any
Obligor of any Loan Document or any transaction contemplated thereby to which it
is a party, in each case by the parties thereto.  Neither the Parent
nor any of its Subsidiaries is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.

     

    Section
6.4. Validity,
etc.  Subject
to the entry of the DIP Financing Orders by the Bankruptcy Court in the Case in
case of each Debtor, this Agreement has been duly executed and delivered by each
Borrower, and each Loan Document to which each Obligor is a party constitutes,
or will, on the due execution and delivery thereof by such Obligor, constitute,
the legal, valid and binding obligations of such Obligor, enforceable against it
in accordance with their respective terms (except, in any case, as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
general principles of equity).

     

    Section
6.5. Financial
Information.  All
balance sheets, all statements of operations, shareholders’ equity and cash flow
and all other financial information of each of the Parent and its Subsidiaries
furnished pursuant to Section 7.1.1 have
been and will be prepared in accordance with GAAP consistently applied, and do
or will present fairly, in all material respects, the consolidated financial
condition of the Persons covered thereby as at the dates thereof and the results
of their operations for the periods then ended, subject to normal year-end
adjustments.

     

    Section
6.6. No Material Adverse
Change.  There
has been no material adverse change in the business, assets, properties,
financial condition, liabilities, revenues, tax position, debt service capacity,
operations or prospects of the Parent and its Subsidiaries, taken as a whole,
since the date of the most recent audited consolidated financial statements of
the Parent and its Subsidiaries (other than (x) in connection with the
commencement of the Case and (y) all events that have been disclosed in any
public filing with the SEC or to the Lenders on or prior to the Petition
Date).

     

    Section
6.7. Litigation, Labor
Controversies, etc.  There
is no pending or, to the knowledge of the Parent or any of its Subsidiaries,
threatened litigation, action, proceeding or labor controversy,

     

    (a) except as
disclosed in Item
6.7 of the Disclosure Schedule, affecting any Obligor or any of their
respective properties, businesses, assets or revenues, which could reasonably
be

     

    
      
        
        

      

      
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    expected
to have a Material Adverse Effect, and no adverse development has occurred in
any labor controversy, litigation, arbitration or governmental investigation or
proceeding disclosed in Item 6.7;
or

     

    (b) which
purports to affect the legality, validity or enforceability of any Loan
Document.

     

    Section
6.8. Subsidiaries.  The
Parent has no Subsidiaries, except those Subsidiaries which are identified in
Item 6.8 of the
Disclosure Schedule.

     

    Section
6.9. Ownership of
Properties.  The
Parent and each of its Subsidiaries owns (a) in the case of owned real property,
good and marketable fee title to, and (b) in the case of owned personal
property, good and valid title to, or, in the case of leased real or personal
property, valid and enforceable leasehold interests (as the case may be) in, all
of its material properties and assets, real and personal, tangible and
intangible, of any nature whatsoever, free and clear in each case of all Liens
or claims, except for Permitted Liens.

     

    Section
6.10. Taxes.  The
Parent and each of its Subsidiaries has filed all Tax returns and reports
required by law to have been filed by it and has paid all Taxes and governmental
charges thereby shown to be due and owing, except any such Taxes or charges
which are being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books or where the failure to pay, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect.

     

    Section
6.11. Pension and Welfare
Plans.  During
the twelve-consecutive-month period prior to the Effective Date and prior to the
date of any Credit Extension hereunder, no steps have been taken to terminate
any Pension Plan which could be reasonably likely to result in a material
liability to any Obligor or any member of the Controlled Group, and no
contribution failure has occurred with respect to any Pension Plan sufficient to
give rise to a Lien under Section 303(k) of ERISA.  No condition
exists or event or transaction has occurred with respect to any Pension Plan
which might result in the incurrence by the Obligors or any member of the
Controlled Group of any liability, fine or penalty which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect.  No reportable event, within the meaning of Section 4043 of
ERISA has occurred with respect to any Pension Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC. Neither the
Obligors nor any member of the Controlled Group has any contingent liability
with respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of Title I of ERISA
other than those which, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.  Each Foreign Employee
Benefit Plan maintained or contributed to by the Obligors, any Non-U.S.
Subsidiaries or any member of the Controlled Group is in compliance with all
laws, regulations and rules applicable thereto and the respective requirements
of the governing documents for such Plan except for such failures which,
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.  The aggregate of the liabilities to provide
all of the accrued benefits under any Foreign Pension Plan maintained or
contributed to by the Obligors, any Non-U.S. Subsidiaries or any member of the
Controlled Group does not exceed the current fair market value of the assets
held in the trust or other funding vehicle for such Plan in a manner that could
reasonably be expected to have a Material Adverse Effect, except for the
liabilities of the Foreign Pension Plans listed on Schedule V
hereto.  With respect to any Foreign Employee Benefit Plan maintained
by the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group
(other than a Foreign Pension Plan), reasonable reserves have been established
in accordance with prudent business practice or where required by ordinary
accounting practices in the jurisdiction in which such Plan is
maintained.  The aggregate unfunded liabilities, after giving effect
to any reserves for such

     

    
      
        
        

      

      
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    liabilities,
with respect to such Foreign Employee Benefit Plans are not reasonably expected
to have a Material Adverse Effect.  There are no actions, suits or
claims (other than routine claims for benefits) pending or threatened against
the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group
with respect to any Foreign Employee Benefit Plan other than those which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

     

    Section
6.12. Multiemployer
Plan.  Neither
any Obligor nor any member of the Controlled Group has incurred, or is
reasonably expected to incur, liability in an amount that could reasonably be
expected to have a Material Adverse Effect as a result of the insolvency,
reorganization or termination of a Multiemployer Plan.  Neither any
Obligor nor any member of the Controlled Group has incurred, or is reasonably
expected to incur, liability in an amount greater than $10,000,000 in the
aggregate as a result of a withdrawal from a Multiemployer Plan.

     

    Section
6.13. Environmental
Warranties.  Except
as set forth in Item
6.13 of the Disclosure Schedule:

     

    (a) all
facilities and property (including underlying groundwater) owned or leased by
the Parent or any of its Subsidiaries have been, and continue to be, owned or
leased by the Parent and its Subsidiaries in material compliance with all
Environmental Laws other than those which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect;

     

    (b) there
have been no past, and there are no pending or threatened (i) claims,
complaints, notices or requests for information received by the Parent or any of
its Subsidiaries with respect to any alleged violation of any Environmental Law,
or (ii) complaints, notices or inquiries to the Parent or any of its
Subsidiaries regarding potential liability under any Environmental Law other
than those which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect;

     

    (c) there
have been no Releases of Hazardous Materials at, on or under any property now or
previously owned or leased by the Parent or any of its Subsidiaries that have,
or could reasonably be expected to have, a Material Adverse Effect;

     

    (d) the
Parent and its Subsidiaries have been issued and are in material compliance with
all permits, certificates, approvals, licenses and other authorizations relating
to environmental matters except where the failure to do so could not reasonably
be expected to have a Material Adverse Effect;

     

    (e) no
property now or previously owned or leased by the Parent or any of its
Subsidiaries is listed or proposed for listing (with respect to owned property
only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on
any similar state list of sites requiring investigation or clean-up which may
lead to any material claims against the Parent or any of its
Subsidiaries;

     

    (f) there are
no underground storage tanks, active or abandoned, including petroleum storage
tanks, on or under any property now or previously owned or leased by the Parent
or any of its Subsidiaries that, singly or in the aggregate, have, or could
reasonably be expected to have, a Material Adverse Effect;

     

    (g) neither
the Parent nor any Subsidiary has directly transported or directly arranged for
the transportation of any Hazardous Material to any location which is listed or
proposed for

     

    
      
        
        

      

      
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    listing
on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any
similar state list or which is the subject of federal, state or local
enforcement actions or other investigations which may lead to material claims
against the Parent or such Subsidiary for any remedial work, damage to natural
resources or personal injury, including claims under CERCLA;

     

    (h) there are
no polychlorinated biphenyls or friable asbestos present at any property now or
previously owned or leased by the Parent or any Subsidiary that, singly or in
the aggregate, have, or could reasonably be expected to have, a Material Adverse
Effect; and

     

    (i) no
conditions exist at, on or under any property now or previously owned or leased
by the Parent which, with the passage of time, or the giving of notice or both,
would give rise to material liability under any Environmental Law other than
those that could not reasonably be expected to have a Material Adverse
Effect.

     

    Section
6.14. Accuracy of
Information.  (a)  None
of the factual information heretofore or contemporaneously furnished in writing
to any Secured Party by or on behalf of any Obligor in connection with any Loan
Document or any transaction contemplated hereby, taken as a whole, contains any
untrue statement of a material fact, or omits to state any material fact
necessary to make any information not misleading, and no other factual
information hereafter furnished in connection with any Loan Document by or on
behalf of any Obligor to any Secured Party, taken as a whole, will contain any
untrue statement of a material fact or will omit to state any material fact
necessary to make any information not misleading on the date as of which such
information is dated or certified.

     

    (b) All
written information prepared by any consultant or professional advisor on behalf
of any Borrower or any of its Subsidiaries which was furnished to the
Administrative Agent or any Lender in connection with the preparation, execution
and delivery of this Agreement has been reviewed by the applicable Borrower, and
nothing has come to the attention of any Borrower in the context of such review
which would lead them to believe that such information (or the assumptions on
which such information is based) is not, taken as a whole, true and correct in
all material respects or that such information, taken as a whole, omits to state
any material fact necessary to make such information not misleading in any
material respect.

     

    (c) Insofar
as any of the information described above includes assumptions, estimates,
projections or opinions, the Borrowers have reviewed such matters and nothing
has come to the attention of the Borrowers in the context of such review which
would lead them to believe that such assumptions, estimates, projections or
opinions, omit to state any material fact necessary to make such assumptions,
estimates, projections or opinions not reasonable or not misleading in any
material respect.  All projections and estimates have been prepared in
good faith on the basis of reasonable assumptions.

     

    Section
6.15. Regulations T, U and
X.  No
Obligor is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Credit Extensions
will be used to purchase or carry margin stock or otherwise for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation T, Regulation U
or Regulation X.  Terms for which meanings are provided in F.R.S.
Board Regulation T, Regulation U or Regulation X or any regulations substituted
therefor, as from time to time in effect, are used in this Section 6.15 with
such meanings.

     

    Section
6.16. Solvency.  No
insolvency proceedings have occurred, are threatened or are pending with respect
to any Obligor that is not a Debtor and each such Person expects to pay as its
debts and liabilities as they fall due.

     

    
      
        
        

      

      
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    Section
6.17. Compliance with
Laws.  Except
as disclosed in Item
6.17 of the Disclosure Schedule, the Parent and its Subsidiaries have
complied in all respects with all applicable statutes, rules, regulations,
orders and restrictions of any domestic or foreign government, or any
instrumentality or agency thereof, having jurisdiction over the conduct of its
businesses or the ownership of its properties, including, without limitation,
those relating to public health and safety and protection of the environment,
except to the extent such compliance could not reasonably be expected to have a
Material Adverse Effect.  Neither the Parent nor any of its
Subsidiaries has received any notice to the effect that its operations are not
in compliance with any of the requirements of applicable federal, state and
local environmental, health and safety statutes and regulations or are the
subject of any federal or state investigation evaluating whether any remedial
action is needed to respond to a release of any toxic or hazardous waste or
substance into the environment, which non-compliance or remedial action could be
reasonably expected to have a Material Adverse Effect.  The Parent and
its Subsidiaries have obtained all authorizations necessary and appropriate to
own and operate their businesses and all such authorizations are in full force
and effect, except where the failure to so obtain such authorizations or to so
keep such authorizations in full force and effect could not be reasonably
expected to have a Material Adverse Effect.

     

    Section
6.18. No Contractual or Other
Restrictions.  Except
for the Case in the case of each Debtor, no Subsidiary, other than those listed
in Item 6.18 of
the Disclosure Schedule, is a party to any agreement or arrangement or subject
to any law, rule, regulation or decision that limits its ability to pay
dividends to, or otherwise make Investments in or other payments to, the Parent
or that limits its ability to grant Liens solely in favor of the Administrative
Agent.

     

    Section
6.19. Absence of any Undisclosed
Liabilities.  There
are no material liabilities of the Parent or any of its Subsidiaries of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in such a liability, other than
those liabilities provided for or disclosed in the most recently delivered
financial statements or pursuant to public filings with the SEC.

     

    Section
6.20. Labor
Relations.  To
the best of each Borrower’s knowledge, neither such Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect and there is (a) no unfair labor
practice complaint pending against such Borrower or any Subsidiary or threatened
against any of them, before the National Labor Relations Board, and no material
grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against such Borrower or any Subsidiary or
threatened against any of them, (b) no strike, labor dispute, slow down or
stoppage pending against such Borrower or any Subsidiary or threatened against
such Borrower or any Subsidiary, and (c) no union representation proceeding is
pending with respect to the employees of such Borrower or any Subsidiary, except
(with respect to any matter specified in clause (a), (b) or (c) above, either
individually or in the aggregate) such as could not reasonably be expected to
have a Material Adverse Effect.

     

    Section
6.21. Perfection of Security
Interest.  The
Interim Order, the Pledge Agreements, the Security Agreement, and, once entered,
the Final Order, and each other Collateral Document pursuant to which the
Administrative Agent is granted a Lien to secure any Obligations are in full
force and effect, and the DIP Financing Orders, the Non-U.S. Security Documents
and each such Pledge Agreement, Security Agreement and other Collateral Document
create in favor of the Administrative Agent for the ratable benefit of the
Secured Parties a valid and, together with any filings and other actions as are
necessary, perfected first priority security interest in the collateral (subject
to Permitted Liens), securing the payment of the Obligations.  The
Parent and its Subsidiaries are the legal and beneficial owners of the
collateral free and clear of any Lien, except for the liens and security
interests created or permitted under the Loan Documents.

     

    
      
        
        

      

      
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    Section
6.22. Anti-Terrorism
Laws.  None
of the Borrowers, nor any of their respective Subsidiaries, is in material
violation of any laws relating to terrorism or money laundering, including,
without limitation, the Patriot Act.

     

    Section
6.23. No
Default.  No
Obligor is in default under or with respect to any indenture or loan agreement
binding on or affecting such Obligor in any respect that could reasonably be
expected to have a Material Adverse Effect, except for (i) any default in
payment of interest on the Senior Subordinated Notes, (ii) any default
occasioned by the Case or compliance with the Bankruptcy Court orders or (iii)
any default resulting from the compliance by the Borrowers or their Subsidiaries
with the negative covenants contained in Section
7.2.19.  No Default or Event of Default has occurred and is
continuing, except as occasioned by the filing of the Case.

     

    Section
6.24. Deposit and Disbursement
Accounts.  Item 6.24 of the
Disclosure Schedule lists all banks and other financial institutions at which
any Obligor maintains deposit or other accounts as of the Effective Date,
including any disbursement accounts, and such Schedule correctly identifies the
name, address and telephone number of each depository, the name in which the
account is held, a description of the purpose of the account, and the complete
account number therefor.

     

    Section
6.25. Centres of Main
Interests. Each
Non-U.S. Obligor’s Centre of Main Interests is located in England and Wales, or
if organized outside of England and Wales, is located in its jurisdiction of
organization.

     

     

    ARTICLE
VII

     

    COVENANTS                       

     

     

    Section
7.1. Affirmative
Covenants.  The
Borrowers agree that until the Termination Date has occurred, the Borrowers
will, and will cause their respective Subsidiaries to, perform or cause to be
performed the obligations set forth below.

     

    Section
7.1.1. Financial Information Reports,
Notices, etc.  The Borrowers will furnish, or cause to be
furnished by the Administrative Borrower, to the Administrative Agent (with
sufficient copies for each Lender) copies of the following financial statements,
reports, notices and information:

     

    (a) as soon
as available and in any event within 50 days after the end of each of the first
three Fiscal Quarters of each Fiscal Year, an unaudited consolidated and
consolidating balance sheet of the Parent and its Subsidiaries as of the end of
such Fiscal Quarter and consolidated statements of income and cash flow of the
Parent and its Subsidiaries for such Fiscal Quarter and for the period
commencing at the end of the previous Fiscal Year and ending with the end of
such Fiscal Quarter, and including (in each case), in comparative form the
figures for the corresponding Fiscal Quarter in, and year to date portion of,
the immediately preceding Fiscal Year, certified by the chief financial or
accounting Authorized Officer (including the treasurer) of the Parent to present
fairly, complete and correct in all material respects the financial condition of
the Parent, subject to normal year-end adjustments;

     

    (b) as soon
as available and in any event within 90 days after the end of each Fiscal Year,
a copy of the consolidated and consolidating balance sheet of the Parent and its
Subsidiaries, and the related consolidated statements of income and cash flow of
the Parent and its Subsidiaries for such Fiscal Year, setting forth in
comparative form the figures for the

     

    
      
        
        

      

      
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    immediately
preceding Fiscal Year, audited by PriceWaterhouseCoopers LLP or such other
independent public accountants acceptable to the Administrative
Agent;

     

    (c) as soon
as available and in any event within 30 days after the end of each Fiscal Month
(except within 50 days in the case of the Fiscal Month ended December 28, 2008),
an unaudited consolidated and consolidating balance sheet of the Parent and its
Subsidiaries as of the end of such Fiscal Month and consolidated statements of
income and cash flow of the Parent and its Subsidiaries for such Fiscal Month
and for the period commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Month, and including (in each case), in comparative
form the figures for the corresponding Fiscal Month in, and year to date portion
of, the immediately preceding Fiscal Year, certified by the chief financial or
accounting Authorized Officer (including the treasurer) of the Parent to present
fairly, complete and correct in all material respects the financial condition of
the Parent, subject to normal year-end adjustments;

     

    (d) concurrently
with the delivery of the financial information pursuant to clauses (a), (b) and (c), a Compliance
Certificate, executed by the chief financial or accounting Authorized Officer
(including the treasurer) of the Parent, showing compliance with the financial
covenant set forth in Section 7.2.4 and
stating that no Default has occurred and is continuing (or, if a Default has
occurred, specifying the details of such Default and the action that the Parent
or an Obligor has taken or proposes to take with respect thereto);

     

    (e) concurrently
with the delivery of the financial information pursuant to clause (c), a
certificate duly completed and executed by an Authorized Officer of the Parent
providing (i) a summary of each Post-Petition Loan that was made during such
Fiscal Month, (ii) a summary of any Post-Petition Loans on-lent to Subsidiaries
of the U.K. Borrowers during such Fiscal Month, (iii) a summary of the inventory
and accounts receivables held by the Parent and each of its Subsidiaries (on an
individual basis) that receives any proceeds of a Post-Petition Loan during such
Fiscal Month, and (iv) a summary of any payments, with the proceeds of a
Post-Petition Loan, made to the Parent in respect of intercompany
loans;

     

    (f) as soon
as possible and in any event within three days after any Authorized Officer of
the Parent or any other Obligor obtains knowledge of the occurrence of a
Default, a statement of an Authorized Officer of the Parent setting forth
details of such Default and the action which the Parent or such Obligor has
taken and proposes to take with respect thereto;

     

    (g) as soon
as possible and in any event within three days after any Authorized Officer of
the Parent or any other Obligor obtains knowledge of (i) the occurrence of any
material adverse development with respect to any litigation, action, proceeding
or labor controversy described in Item 6.7 of the
Disclosure Schedule or (ii) the commencement of any litigation, action,
proceeding or labor controversy of the type and materiality described in Section 6.7, notice
thereof and, to the extent the Administrative Agent requests, copies of all
documentation relating thereto;

     

    (h) promptly
after the sending or filing thereof, copies of all reports, notices,
prospectuses and registration statements which any Obligor files with the SEC or
any national securities exchange;

     

    (i) immediately
upon becoming aware of (i) the institution of any steps by any Person to
terminate any Pension Plan, (ii) the failure to make a required contribution to
any Pension Plan if such failure is sufficient to give rise to a Lien under
Section 303(k) of ERISA, (iii) the taking of any action with respect to a
Pension Plan which could result in the requirement 

     

    
      
        
        

      

      
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    that any
Obligor furnish a bond or other security to the PBGC or such Pension Plan, (iv)
a failure by Chesapeake Plc to pay a contribution to the Field Group Pension
Plan in accordance with the schedule of contributions from time to time in place
pursuant to Section 227 of the UK Pensions Act 2004 or (v) the occurrence of any
event with respect to any Pension Plan which could result in the incurrence by
any Obligor of any material liability, fine or penalty, notice thereof and
copies of all documentation relating thereto;

     

    (j) promptly
upon receipt thereof, copies of all “management letters” submitted to the Parent
or any other Obligor by the independent public accountants referred to in clause (b) in
connection with each audit made by such accountants;

     

    (k) promptly
following the mailing or receipt of any notice or report delivered under the
terms of the Senior Subordinated Notes Documents, copies of such notice or
report;

     

    (l) as soon
as possible and in any event no later than 30 days following the end of each
Fiscal Year, a consolidated plan and financial forecast of the Parent and its
Subsidiaries for such Fiscal Year, including (i) a forecasted consolidated and
consolidating balance sheet and forecasted consolidated and, if prepared,
consolidating statements of income and cash flows of the Parent and its
Subsidiaries for each such Fiscal Year, together with an explanation of the
assumptions on which such forecasts are based, (ii) forecasted consolidated
statements of income and cash flows of the Parent and its Subsidiaries for each
month of such Fiscal Year, and (iii) a breakdown of the various proceeds of
Post-Petition Loans to be on-lent to each Subsidiary of the U.K.
Borrowers;

     

    (m) each week
on or before Thursday at 5:00 p.m. (New York time), the Budget, together with a
comparison of actual payments to budgeted line items (and explanations for any
variances of 10% or greater with respect to each line item of the Budget) for
the prior weekly period and cumulative comparison of actual performance to the
Budget) and (ii) a certificate duly executed by an Authorized Officer of the
Parent that no proceeds of the Post-Petition Loans have been used for purposes
other than as set forth in the Budget;

     

    (n) promptly
after the same is available, copies of all pleadings, motions, applications,
judicial information, financial information and other documents filed by or on
behalf of any of the Debtors with the Bankruptcy Court in the Case (it being
agreed that electronic filing of any item with the Bankruptcy Court constitutes
delivery of such item for purposes of this clause (n)) or distributed by or on
behalf of any of the Debtors to any Committee appointed in the Case; provided that such
documents may be made available by posting on a website maintained by the
Parent, and identified to the Lenders, in connection with the Case;

     

    (o) promptly
after the same is available, on a confidential basis to the Administrative Agent
only, substantive materials received from (and any substantive information
requests with respect thereto) any interested bidders with respect to the
Proposed Sale Assets, and any other assets of the Parent and its Subsidiaries
other than in the ordinary course of business;

     

    (p) on each
Friday following the Petition Date a summary, in form and substance reasonably
satisfactory to the Administrative Agent, of accrued and unpaid fees and
expenses  incurred in the Case by  professionals retained by
the Debtors or any Committee; and

     

    (q) such
other financial and other information as any Lender or the Issuer through the
Administrative Agent may from time to time reasonably request (including
information and 

     

    
      
        
        

      

      
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    reports
in such detail as the Administrative Agent may request with respect to the terms
of and information provided pursuant to the Compliance
Certificate).

     

    Section
7.1.2. Maintenance of Existence;
Compliance with Laws, etc.  Each Borrower will, and will cause
each of its respective Subsidiaries to,

     

    (a) except as
otherwise permitted by Section 7.2.9 or
where such Subsidiary is an Immaterial Subsidiary, preserve and maintain its
legal existence; and

     

    (b) comply in
all material respects with all applicable laws, rules, regulations and orders,
including, without limitation, the Patriot Act and the payment (before the same
become delinquent) of all material Taxes imposed upon such Borrower or any
Subsidiary or upon their property except to the extent such payment or discharge
thereof shall be stayed by Section 362(a)(8) of the Bankruptcy Code, or is being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP have been set aside on the books of
such Borrower or any such Subsidiary, as applicable.

     

    Section
7.1.3. Maintenance of
Properties.  Each Borrower will, and will cause each of its
respective Subsidiaries to, maintain, preserve, protect and keep its and their
respective properties in good repair, working order and condition (ordinary wear
and tear excepted), and make necessary repairs, renewals and replacements so
that the business carried on by such Borrower and its Subsidiaries may be
properly conducted at all times, unless (a) such Borrower or such Subsidiary
determines that the continued maintenance of such property is no longer
economically desirable or (b) where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

     

    Section
7.1.4. Insurance.  Each Borrower
will, and will cause each of its respective Subsidiaries to:

     

    (a) maintain
insurance on its property with financially sound and reputable insurance
companies against loss and damage in at least the amounts (and with only those
deductibles) customarily maintained, and against such risks as are typically
insured against in the same general area, by Persons of comparable size engaged
in the same or similar business as such Borrower and its Subsidiaries and
consistent with prior practices; and

     

    (b) all
worker’s compensation, employer’s liability insurance or similar insurance as
may be required under the laws of any state or jurisdiction in which it may be
engaged in business.

     

    Without
limiting the foregoing, all insurance policies required pursuant to this Section 7.1.4 shall
 name the Administrative Agent on behalf of the Secured Parties as
mortgagee (in the case of property insurance) or additional insured (in the case
of liability insurance), as applicable, and provide that no cancellation or
modification of the policies will be made without thirty days’ prior notice to
the Administrative Agent.

     

    Section
7.1.5. Books and
Records.  Each Borrower will, and will cause each of its
respective Subsidiaries to, keep books and records in accordance with GAAP which
accurately reflect all of its business affairs and transactions and permit each
Secured Party or any of its representatives, at reasonable times and intervals
upon reasonable notice to such Borrower, to visit each Obligor’s offices and
properties, to discuss such Obligor’s financial matters with its officers and
employees, and its independent public accountants (and such Borrower hereby
authorizes such independent public accountant to discuss each Obligor’s
financial matters with each Secured Party or its representatives 

     

    
      
        
        

      

      
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    whether
or not any representative of such Obligor is present) and to examine (and
photocopy extracts from) any of such Obligor’s books and records.  The
Borrowers shall pay any fees of such independent public accountant incurred in
connection with (a) the Administrative Agent’s reasonable exercise of its rights
pursuant to this Section 7.1.5 or (b)
if a Default has occurred and is continuing, such Secured Party’s exercise of
its rights pursuant to this Section
7.1.5.

     

    Section
7.1.6. Environmental Law
Covenant.  Each Borrower will, and will cause each of its
respective Subsidiaries to,

     

    (a) use and
operate all of its and their facilities and properties in material compliance
with all Environmental Laws, keep all necessary permits, approvals,
certificates, licenses and other authorizations relating to environmental
matters in effect and remain in material compliance therewith, and handle all
Hazardous Materials in material compliance with all applicable Environmental
Laws except in each case where the failure to do so could not reasonably be
expected to have a Material Adverse Effect;

     

    (b) promptly
notify, or cause the Administrative Borrower to promptly notify, the
Administrative Agent and provide copies upon receipt of all written claims,
complaints, notices or inquiries relating to the condition of its facilities and
properties in respect of, or as to compliance with, Environmental Laws, and
shall promptly resolve any non-compliance with Environmental Laws and keep its
property free of any Lien imposed by any Environmental Law except in each case
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect; and

     

    (c) provide
such information and certifications, or cause the Administrative Borrower to
provide such information and certifications, which the Administrative Agent may
reasonably request from time to time to evidence compliance with this Section
7.1.6.

     

    Section
7.1.7. Use of
Proceeds.  The Borrowers will apply the proceeds of all
Post-Petition Loans to provide for working capital and general corporate
purposes (including, without limitation, the repayment of intercompany loans
owed to the Parent), in each case consistent with the transaction structure
proposed by the U.K. Borrowers and the Budget; provided that (a) no
proceeds of any Post-Petition Loans shall (i) be applied by any Post-Petition
Borrower in such a manner so that another Post-Petition Borrower shall receive
such proceeds, and (ii) be applied in such a manner so that any Subsidiary of
the Parent (other than an Obligor) shall receive such proceeds other than in the
form of an intercompany loan permitted under Section 7.2.2(e) and
(b) shall not be used in a manner that would cause the Obligations to constitute
unlawful financial assistance under any applicable law, including, for the
avoidance of doubt, in prepaying any Indebtedness owing from UK Holdings or any
of its Subsidiaries arising from the acquisition of shares in UK Holdings or any
of its Subsidiaries respectively (or the refinancing of Indebtedness incurred
with such acquisition).  No proceeds of Post-Petition Loans shall be
applied to repay the £217,000,000 intercompany loan owing by U.K. Holdings to
the Parent; provided that
proceeds of Post-Petition Loans may be applied to repay the £42,700,000
intercompany loan owing by U.K. Holdings to the Parent upon written demand of
repayment by the Parent (and the Parent is hereby authorized to make such demand
to the extent necessary to pay amounts in accordance with the
Budget).

     

    Section
7.1.8. Foreign Employee Benefit Plan
Compliance.  The Borrowers shall cause each of its Non-U.S.
Subsidiaries and members of the Controlled Group to establish, maintain and
operate all Foreign Employee Benefit Plans (other than government-sponsored
plans) in compliance in all material respects with all laws, regulations and
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    the
governing documents for such plans, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

     

    Section
7.1.9. Future Subsidiary Guarantors,
Security, etc.  (a)  Each Borrower will, and will
cause each Subsidiary to, execute any documents, filing statements, agreements
and instruments, and take all further action (including filing Mortgages) that
may be required under applicable law, or that the Administrative Agent may
reasonably request, in order to effectuate the transactions contemplated by the
Loan Documents and in order to grant, preserve, protect and perfect the validity
and first priority of the Liens created or intended to be created by the Loan
Documents.

     

    (b) Each
Borrower will cause any subsequently acquired or organized Material Subsidiary
to execute the Existing Subsidiary Guaranty (or a supplement thereto) and each
applicable Loan Document in favor of the Secured Parties.

     

    (c) In
addition, from time to time, the Borrowers will, at their cost and expense, and
solely at the direction and discretion of the Administrative Agent or the
Required Post-Petition Lenders, promptly secure the Obligations or the U.K.
Obligations, as the case may be, by pledging or creating, or causing to be
pledged or created, perfected Liens with respect to:

     

    (i) the
Capital Securities of any subsequently acquired or organized Significant
Subsidiary of any Borrower; and

     

    (ii) any
assets and properties of any subsequently acquired or organized Significant
Subsidiary organized in the United States,

     

    in each
case as the Administrative Agent or the Required Post-Petition Lenders shall, in
their absolute discretion, designate (it being understood that it is the intent
of the parties that the Obligations or the U.K. Obligations, as the case may be,
shall be secured by, among other things, (a) substantially all the assets,
including real and personal property, of the Parent, (b) substantially all
the available assets, including real and personal property (including Capital
Securities), of the Material Subsidiaries, (c) the Capital Securities of
all U.K. Borrowers, certain material U.K. Subsidiaries and certain Subsidiaries
organized in France, (d) substantially all the assets, including real and
personal property (including Capital Securities) of the Parent’s Significant
Subsidiaries organized or located in the United States and (e) the Capital
Securities of the Parent’s Significant Subsidiaries organized or located outside
the United States subsequent to the Effective Date).

     

    Such
Liens will be created under the Loan Documents in form and substance
satisfactory to the Administrative Agent, and the applicable Borrower shall
deliver, or cause to be delivered, to the Lenders all such instruments and
documents (including legal opinions, title insurance policies and Lien searches)
as the Administrative Agent shall reasonably request to evidence compliance with
this Section
7.1.9.

     

    (d) Each
Non-U.S. Obligor shall (and the Parent will cause each of its Subsidiaries to)
comply in all respects with all applicable legislation in all applicable
jurisdictions relating to financial assistance including in relation to the
execution of Loan Documents and payment of amounts due or application of amounts
received under this Agreement and will provide to the Administrative Agent any
documents, filing statements, agreements, opinions or other evidence that the
Administrative Agent may reasonably require of such compliance.

     

    Section
7.1.10. "Know Your Client"
Requests.  Each Borrower will, and will cause their respective
Subsidiaries to, promptly upon request by the Administrative Agent or any
Lender, and each 

     

    
      
        
        

      

      
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    Lender
shall promptly upon request by the Administrative Agent, supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by
the Administrative Agent (for itself and on behalf of any Lender) or any Lender
(for itself or on behalf of any prospective lender) in order for the
Administrative Agent, such Lender or such prospective new lender to carry out
and be satisfied with the results of all necessary “know your client” or other
checks in relation to the identity of any Person that it is required to carry
out in relation to the transactions contemplated in the Loan
Documents.

     

    Section
7.1.11. Account Control
Agreements.  Upon request of the Administrative Agent at any
time, each Obligor will provide a list of all of its deposit and securities
accounts to the Administrative Agent as of the date thereof and will promptly
establish all of its material deposit and securities accounts with the
Administrative Agent or with banks (each, a “Pledged Account
Bank”) that have agreed, in a record authenticated by such Obligor, the
Administrative Agent and such banks (each, a “Control Agreement”),
to (a) comply with instructions originated by the Administrative Agent directing
the disposition of funds in such accounts without the further consent of such
Obligor, and (b) waive or subordinate in favor of the Administrative Agent all
claims of such Banks (including, without limitation, claims by way of a security
interest, lien or right of setoff or right of recoupment) to such accounts,
which authenticated record shall be in form and substance satisfactory to the
Administrative Agent.  Furthermore, on and after the date of any such
request from the Administrative Agent, each Obligor agrees that it will not add
any bank that maintains a deposit or securities account for such Borrower or
open any new deposit or securities account with any then existing Pledged
Account Bank unless (a) the Administrative Agent shall have received at least 10
days’ prior written notice of such additional bank or such new deposit account
and (b) the Administrative Agent shall have received, in the case of a bank or
Pledged Account Bank that is not the Administrative Agent, a Control Agreement
authenticated by such new bank and such Obligor, or a supplement to an existing
Control Agreement with such then existing Pledged Account Bank, covering such
new deposit or securities account.

     

    Section
7.1.12. Sale
Motion.  The U.S. Obligors shall file a motion (the “Sale Motion”) seeking
(a) an order, in form and substance satisfactory to the Administrative Agent in
its reasonable discretion, approving Sections 8.2(a) and 8.2(b) of the Stalking
Horse Bid, and the break-up fee, expense reimbursement and other provisions
thereof, and Exhibit A to the Stalking Horse Bid setting forth the Bid
Procedures (the “Bidding Procedures
Order”), and (b) an order, in form and substance satisfactory to the
Administrative Agent in its reasonable discretion, approving the sale of the
Proposed Sale Assets to the bidder as set forth in the Stalking Horse Bid or
such other purchaser as the U.S. Obligors may select in accordance with the Bid
Procedures (the “Sale
Order”).

     

    Section
7.1.13. DIP Financing
Orders.  The DIP Financing Orders shall contain findings and
conclusions with respect to, among other things, the validity and amount of the
Existing Lenders’ claims and the validity, priority and perfection of their
pre-petition liens.

     

    Section
7.1.14. BNP Paribas
Waiver.  The Parent undertakes to use commercially reasonable
efforts to obtain within a period of 30 days (which period may be extended with
the consent of the Administrative Agent in its sole discretion) after the
Effective Date a waiver from BNP Paribas whereby BNP Paribas (i) waives and
releases the pledge over the receivables created pursuant to the BNP Paribas
General Terms and Conditions applicable to Leasing Contract Q0003139 (“Conditions Générales Contrat de
Leasing Q0003139”) and (ii) waives the negative pledge contained in the
BNP Paribas General Terms and Conditions applicable to Leasing.

     

    
      
        
        

      

      
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    Section
7.2. Negative
Covenants.  The
Borrowers covenant and agree with each Secured Party that until the Termination
Date has occurred, the Borrowers will, and will cause each of their respective
Subsidiaries to, perform or cause to be performed the obligations set forth
below.

     

    Section
7.2.1. Business Activities. The
Parent will not, and will not permit any of its Subsidiaries to, engage in any
business activity except those business activities in which the Parent and its
Subsidiaries are engaged on the Effective Date and activities reasonably
incidental thereto (except as required by the Bankruptcy Code or by order of the
Bankruptcy Court).

     

    Section
7.2.2. Indebtedness.  The Borrowers
will not, and will not permit any of their respective Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness, other than, without
duplication:

     

    (a) Indebtedness
in respect of the Obligations;

     

    (b) [reserved];

     

    (c) Indebtedness
existing as of the Effective Date (other than the Senior Subordinated Notes)
which is identified in Item 7.2.2(c) of the
Disclosure Schedule;

     

    (d) unsecured
Indebtedness (i) incurred in the ordinary course of business of the Parent and
its Subsidiaries comprising open accounts extended by suppliers on normal trade
terms in connection with purchases of goods and services which are not overdue
for a period of more than 90 days or, if overdue for more than 90 days, as to
which a dispute exists and adequate reserves in conformity with GAAP have been
established on the books of the Parent or its Subsidiaries and (ii) in respect
of performance, surety or appeal bonds provided in the ordinary course of
business, but excluding (in each case), Indebtedness incurred through the
borrowing of money or Contingent Liabilities in respect thereof;

     

    (e) Indebtedness
of the Parent or any Subsidiary owing to the Parent or any other Subsidiary,
which Indebtedness either (i) is in existence on the Effective Date and set
forth in Item
7.2.2(e) of the Disclosure Schedule and if payable to the Parent or a
U.S. Subsidiary, is evidenced by one or more promissory notes in form and
substance satisfactory to the Administrative Agent, duly executed and delivered
in pledge to the Administrative Agent pursuant to a Loan Document, and shall not
be forgiven or otherwise discharged for any consideration other than payment in
full or in part in cash (provided that only
the amount repaid in part shall be discharged); or (ii) is incurred after the
Effective Date; provided, however, that (A)
Chesapeake Corporation (Massachusetts) and Chesapeake Corporation (Louisiana)
may not incur any such Indebtedness after the date hereof, (B) no such
Indebtedness shall be owed to any Debtor or any U.S. Subsidiary other than any
Indebtedness owed by a Debtor to the Parent, (C) any such Indebtedness shall be
incurred for purposes consistent with the Budget and (D) if incurred by a
Non-U.S. Subsidiary (that is not an Obligor) and is owing to any Borrower or a
Subsidiary Guarantor (other than any Post-Petition Borrower), shall either (i)
be secured by substantially all of the assets of such Non-U.S. Subsidiary or
(ii) such Non-U.S. Subsidiaries may incur Indebtedness up to an aggregate amount
of $5,000,000 at any time outstanding on an unsecured basis from an
Obligor;

     

    (f) Indebtedness
refinancing, in whole or in part, any Indebtedness of any Non-U.S. Subsidiary
(that is not an Obligor) in respect of any third party line of credit which is
identified in Item
7.2.2(c) of the Disclosure Schedule; provided that (i) the
terms of any such refinancing Indebtedness, and of any agreement entered into
and of any instrument issued in connection

     

    
      
        
        

      

      
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    therewith,
are otherwise permitted by the 363 Asset Purchase Agreement, (ii) the principal
amount of such Indebtedness shall not be increased above the principal amount
thereof outstanding immediately prior to such refinancing, and the direct and
contingent obligors therefor shall not be changed, as a result of or in
connection with such refinancing, and (iii) the terms relating to principal
amount, amortization and maturity, and other material terms taken as a whole, of
any such refinancing Indebtedness, and of any agreement entered into and of any
instrument issued in connection therewith, are no less favorable in any material
respect to the Non-U.S. Subsidiaries than the terms of any agreement or
instrument governing the Indebtedness refinanced.

     

    (g) Indebtedness
of the Parent in respect of (i) the Senior Subordinated Notes Due 2011 in an
aggregate principal amount not in excess of £67,090,000 plus accrued and unpaid
interest thereon and (ii) the Senior Subordinated Notes Due 2014 in an aggregate
principal amount not in excess of  €100,000,000 plus accrued and
unpaid interest thereon;

     

    (h) [reserved];

     

    (i) [reserved];

     

    (j) [reserved];
and

     

    (k) Indebtedness
constituting Contingent Liabilities permitted by clause (d) of Section
7.2.5.

     

    provided, however, that no
Indebtedness otherwise permitted by clause (d), (e) or (f) shall be assumed
or otherwise incurred if a Default has occurred and is then continuing or would
result therefrom.

     

    Section
7.2.3. Liens.  The
Borrowers will not, and will not permit any of their respective Subsidiaries to,
create, incur, assume or permit to exist any Lien upon any of its property
(including Capital Securities of any Person), revenues or assets, whether now
owned or hereafter acquired, except (collectively, the “Permitted
Liens”):

     

    (a) Liens
securing payment of the Obligations;

     

    (b) Refinancing
of existing Liens to the extent related to the refinancing of existing
Indebtedness permitted pursuant to Section 7.2.2(f);
provided that
no such refinanced Lien shall extend to any assets that were not the subject of
the Liens securing the Indebtedness being refinanced;

     

    (c) Liens
existing as of the Effective Date and disclosed in Item 7.2.3(c) of the
Disclosure Schedule securing Indebtedness described in clause (c) of Section 7.2.2 and
Liens securing intercompany Indebtedness required to be secured pursuant to
Section
7.2.2(e); provided that no such
Lien shall encumber any additional property and the amount of Indebtedness
secured by such Lien is not increased from that existing on the Effective Date
(as such Indebtedness may have been permanently reduced subsequent to the
Effective Date);

     

    (d) Liens in
favor of carriers, warehousemen, mechanics, materialmen and landlords granted in
the ordinary course of business for amounts not overdue or being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its
books;

     

    
      
        
        

      

      
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    (e) Liens
incurred or deposits made in the ordinary course of business in connection with
worker’s compensation, unemployment insurance or other forms of governmental
insurance or benefits, or to secure performance of tenders, statutory
obligations, bids, leases or other similar obligations (other than for borrowed
money) entered into in the ordinary course of business or to secure obligations
on surety and appeal bonds or performance bonds;

     

    (f) judgment
Liens in existence for less than 45 days after the entry thereof or with respect
to which execution has been stayed or the payment of which is covered in full
(subject to a customary deductible) by insurance maintained with responsible
insurance companies and which do not otherwise result in an Event of Default
under Section
8.1.6;

     

    (g) easements,
rights-of-way, zoning restrictions, minor defects or irregularities in title and
other similar encumbrances not interfering in any material respect with the
value or use of the property to which such Lien is attached;

     

    (h) Liens for
Taxes, assessments or other governmental charges or levies not at the time
delinquent or thereafter payable without penalty or being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books; and

     

    (i) Liens securing the Carve-Out and other
Liens contemplated by the DIP Financing Orders.

     

    Section
7.2.4. Financial Condition and
Operations.  The Borrowers will not permit any of the events
set forth below to occur.

     

    (a) The
Borrowers will not permit EBITDA (calculated on a cumulative basis) as of the
last day of any Fiscal Month set forth below to be less than the amount set
forth opposite such period:

     

    
      	
              Period

            	
              EBITDA

            
	
              January
      31, 2009

            	
              $2,628,000

            
	
              February
      28, 2009

            	
              $6,647,000

            
	
              March
      31, 2009

            	
              $11,066,000

            
	
              April
      30, 2009

            	
              $18,830,00

            
	
              May
      31, 2009

            	
              $22,776,000

            


    

    


     

    (b) The
Borrowers will not, and will not permit any of their Subsidiaries to, make or
commit to make Capital Expenditures (calculated on a cumulative basis) during
the period from December 1, 2008 through the end of each Fiscal Month set forth
below that aggregate in an amount in excess of the amount set forth opposite
such Fiscal Month:

     

    
      	
              Period

            	
              Capital Expenditures

            
	
              December
      31, 2008

            	
              $1,391,000

            
	
              January
      31, 2009

            	
              $6,850,000

            


    

     

    
      
        
        

      

      
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              February
      28, 2009

            	
              $12,953,000

            
	
              March
      31, 2009

            	
              $15,242,000

            
	
              April
      30, 2009

            	
              $20,292,000

            
	
              May
      31, 2009

            	
              $21,603,000

            
	 
      	 
      


    

    
    

     

    Section
7.2.5. Investments.  The Borrowers
will not, and will not permit any of their respective Subsidiaries to, purchase,
make, incur, assume or permit to exist any Investment in any other Person,
except:

     

    (a) Investments
existing on the Effective Date and identified in Item 7.2.5(a) of the
Disclosure Schedule, including any Contingent Liabilities of any future
Subsidiaries that may arise with respect thereto;

     

    (b) Cash
Equivalent Investments;

     

    (c) Investments
received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with, customers and suppliers, in each case
in the ordinary course of business;

     

    (d) Investments
by way of loans, Contingent Liabilities, contributions to capital or purchases
of Capital Securities (i) by the Parent in any wholly owned Subsidiaries or by
any Subsidiary in other wholly owned Subsidiaries; provided that (A) no
Investments under this clause may be made after the date hereof in Chesapeake
Corporation (Massachusetts) or Chesapeake Corporation (Louisiana) and (B) no
additional Investments under this clause may be made by the Parent and
Subsidiary Guarantors in Non-U.S. Subsidiaries other than an Obligor after the
Effective Date or as permitted pursuant to Section 7.2.2(e), or
(ii) by any Non-U.S. Subsidiary in the Parent or any Subsidiary of the Parent so
long as such Investment shall be incurred for purposes and in amounts consistent
with the Budget; provided, further
that, any such Contingent Liabilities shall be in respect of obligations
otherwise expressly permitted under this Agreement;

     

    (e) Investments
constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii)
deposits made in connection with the purchase price of goods or services, in
each case in the ordinary course of business; and

     

    (f) Investments
consisting of any deferred portion of the sales price received by the Parent or
any Subsidiary in connection with any Disposition permitted under Section
7.2.9.

     

    provided, however,
that

     

    (x)           any
Investment which when made complies with the requirements of clause (a), (b) or (c) of the definition
of the term “Cash Equivalent Investment” may continue to be held notwithstanding
that such Investment if made thereafter would not comply with such requirements;
and

     

    (y)           no
Investment otherwise permitted by clause (d) or (f) shall be
permitted to be made if any Default has occurred and is continuing or would
result therefrom.

     

    
      
        
        

      

      
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    Section
7.2.6. Restricted Payments,
etc.  The Borrowers will not, and will not permit any of their
respective Subsidiaries to, declare or make a Restricted Payment, or make any
deposit for any Restricted Payment (other than Restricted Payments made by
Subsidiaries to the Borrowers or wholly-owned Subsidiaries).

     

    Section
7.2.7. Capital Securities of
Subsidiaries.  The Parent will not permit any of its
Subsidiaries to, (a) issue any Capital Securities (whether for value or
otherwise) to any Person other than the Parent or another wholly-owned
Subsidiary of the Parent or (b) become liable in respect of any obligation
(contingent or otherwise) to purchase, redeem, retire, acquire or make any other
payment in respect of any Capital Securities of such Subsidiary or any option,
warrant or other right to acquire any such Capital Securities.

     

    Section
7.2.8. Consolidation, Merger,
etc.  The Borrowers will not, and will not permit any of their
respective Subsidiaries to Merge.

     

    Section
7.2.9. Permitted
Dispositions.  The Borrowers will not, and will not permit any
of their respective Subsidiaries to, Dispose of any of such Borrower’s or such
Subsidiaries’ assets (including accounts receivable and Capital Securities of
Subsidiaries) to any Person in one transaction or series of transactions unless
such Disposition is, without duplication, (a) inventory and equipment Disposed
of in the ordinary course of business consistent with past practice, (b)
pursuant to the 363 Sale, (c) the Dispositions of assets listed on Schedule VII hereto
or (d) any other Dispositions of assets approved by the Required Post-Petition
Lenders, in their reasonable discretion; provided that, for the
avoidance of doubt, any proceeds received by the Borrowers shall be used to
prepay the Post-Petition Loans pursuant to Section
3.1.1(a)(vi).  To the extent that the provisions of this
Section 7.2.9
are waived with respect to the Disposition of any assets or any assets are
Disposed of as permitted by this Section 7.2.9, such
assets shall be Disposed of free and clear of the Liens created by the
Collateral Documents, and the Administrative Agent shall take all actions
reasonably requested by the Borrowers to effect the foregoing.

     

    Section
7.2.10. Purchases of Inventory; Goods
and Services.  Neither the Borrowers nor any of their
respective Subsidiaries shall agree to make or make any purchase or other
acquisition of any asset or other property of any other Person (other than
(a) pursuant to Section 7.2.5, (b)
Capital Expenditures pursuant to clause (b) of Section 7.2.4, or (c)
purchases of inventory or any other goods or services in the ordinary course of
business consistent with past practice).

     

    Section
7.2.11. Modification of Certain
Agreements.  The Borrowers will not consent to or enter into
any amendment, supplement or other modification of any of the terms or
provisions contained in, or applicable to, (a) the Sharing Agreements or (b) the
Senior Subordinated Notes Documents, other than any such amendment, modification
or change which (i) would extend the maturity thereof, (ii) does not
in any way materially adversely affect the interests of the Secured Parties
under the Loan Documents or (iii) is solely of a technical or clarifying
nature.

     

    Section
7.2.12. Transactions with
Affiliates.  Other than with respect to intercompany
transactions among the Borrowers and the Subsidiary Guarantors that could not in
any way adversely affect the Secured Parties, the Borrowers will not, and will
not permit any of their respective Subsidiaries to, enter into or cause or
permit to exist any arrangement, transaction or contract (including for the
purchase, lease or exchange of property or the rendering of services) with any
of its other Affiliates, unless such arrangement, transaction or contract is (a)
on fair and reasonable terms no less favorable to such Borrower or such
Subsidiary than it could obtain in an arm’s-length transaction with a Person
that is not an Affiliate and (b) of the kind which would be entered into by a
prudent Person in the position of such Borrower or such Subsidiary with a Person
that is not one of its Affiliates.

     

    
      
        
        

      

      
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    Section
7.2.13. Restrictive Agreements,
etc.  The Borrowers will not, and will not permit any of their
respective Subsidiaries to, enter into any agreement prohibiting

     

    (a) the
creation or assumption of any Lien upon its properties, revenues or assets,
whether now owned or hereafter acquired;

     

    (b) the
ability of any Obligor to amend or otherwise modify any Loan Document;
or

     

    (c) the
ability of any Subsidiary to make any payments, directly or indirectly, to any
Borrower, including by way of dividends, advances, repayments of loans,
reimbursements of management and other intercompany charges, expenses and
accruals or other returns on investments.

     

    The
foregoing prohibitions shall not apply to restrictions contained in any Loan
Document.  In addition, neither the Parent nor any of its Subsidiaries
will prepay any obligations with respect to the Recovery Plan.

     

    Section
7.2.14. Amendment of Organic
Documents.  The Borrowers will not, and will not permit any of
their respective Subsidiaries to, amend, supplement or otherwise modify, or
permit, consent or suffer to occur any amendment, supplement or modification of
any terms or provisions contained in, or applicable to, any Organic Document of
such Borrower or such Subsidiary if the effect thereof is to impair, or is in
any manner adverse to, the rights, interests or obligations of any Secured Party
under any Loan Document;.

     

    Section
7.2.15. Changes to Fiscal
Year.  The Borrowers will not, and will not permit any of their
respective Subsidiaries to, change its Fiscal Year.

     

    Section
7.2.16. No Prepayment of Senior
Subordinated Notes.  The Borrowers will not, and will not
permit any of their respective Subsidiaries to,

     

    (a) make any
payment or prepayment of principal of, or premium or interest (including cash
interest) on, any Senior Subordinated Notes (i) other than the stated, scheduled
date for payment of interest set forth in the applicable Senior Subordinated
Notes Documents or (ii) which would violate the terms of this Agreement or the
applicable Senior Subordinated Notes Documents;

     

    (b) redeem,
retire, purchase, defease or otherwise acquire any Senior Subordinated Notes
other than with the proceeds of the issuance of any Capital Securities by the
Parent in accordance with the last sentence hereof; or

     

    (c) make any
deposit (including the payment of amounts into a sinking fund or other similar
fund) for any of the foregoing purposes.

     

    Furthermore,
neither the Borrowers nor any of their respective Subsidiary will designate any
Indebtedness other than the Obligations as “Designated Senior Debt” (or any
analogous term) in any Senior Subordinated Notes Documents.

     

    Section
7.2.17. Investments, etc. in Inactive
Subsidiaries & Immaterial Subsidiaries.  Notwithstanding
anything to the contrary in this Agreement, the Parent shall not permit less
than 80% of consolidated gross assets of the Parent and its Subsidiaries to be
directly owned, in the aggregate by the Obligors.

     

    
      
        
        

      

      
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    Section
7.2.18. Chapter 11
Claims.  The Debtors shall not incur, create, assume, suffer to
exist or permit any other Superpriority Claim that is pari passu with or senior
to the claims of the Administrative Agent and the Secured Parties against the
Debtors except (i) with respect to the Carve-Out and (ii) with respect to the
Breakup Fee (as defined in the 363 Asset Purchase Agreement) which shall have
priority over the Existing Obligations (but not the Post-Petition Obligations or
the Carve-Out) of the Debtors in the event that a purchase agreement is entered
into by the Parent with respect to the Proposed Sale Assets (other than with the
Purchasers) on terms and conditions reasonably acceptable to the
Lenders  (whether or not the 363 Sale contemplated by such purchase
agreement is consummated); provided that the
reimbursement of expenses shall be paid as contemplated by the 363 Asset
Purchase Agreement.

     

    Section
7.2.19. Limitation on Prepayments and
Pre-Petition Obligations.  Except as otherwise allowed pursuant
to the DIP Financing Orders, neither the Borrowers nor any of their respective
Subsidiaries may (i) make any payment or prepayment on or redemption or
acquisition for value (including, without limitation, by way of depositing with
the trustee with respect thereto money or securities before due for the purpose
of paying when due) of any Pre-Petition Debt or other pre-Petition Date
obligations of any Debtor, (ii) pay any interest on any Pre-Petition Debt of the
Debtors (whether in cash, in kind securities or otherwise), (iii) except as
provided in the Interim Order, the Final Order or any order of the Bankruptcy
Court and approved by the Required Post-Petition Lenders, make any payment or
create or permit any Lien pursuant to Section 361 of the Bankruptcy Code (or
pursuant to any other provision of the Bankruptcy Code authorizing adequate
protection), or apply to the Court for the authority to do any of the foregoing;
provided that
(v) the Administrative Borrower may cause any Debtor to make payment or
prepayment of any Pre-Petition Debt or other pre-Petition Date obligations of
any Debtor as long as such payments are in the Budget as submitted for the
period during which such payment is made, (w) the Parent may make payments for
administrative expenses that are allowed and payable under Sections 330 and 331
of the Bankruptcy Code, (x) the Borrowers may prepay the obligations under the
Loan Documents with respect to the Post-Petition Loans and make payments
permitted by the First Day Orders, (y) the Borrowers may make payments to such
other claimants and in such amounts as may be consented to by the Required
Post-Petition Lenders and approved by the Bankruptcy Court and (z) the
Administrative Borrower may cause any Debtor to make payment of expenses accrued
and outstanding prior to the Petition Date as may be approved by the Bankruptcy
Court.  In addition, no Obligor shall permit any of its Subsidiaries
to make any payment, redemption or acquisition on behalf of such Obligor which
such Loan Party is prohibited from making under the provisions of this Section
7.2.19.

     

    Section
7.2.20. Centres of Main
Interest.  No Subsidiary of the Borrower shall change its
Centre of Main Interests from that in effect on the Effective Date.

     

    Section
7.2.21. Limitation on Payments under
the 363 Asset Purchase Agreement.  Neither the Borrowers nor
any of their respective Subsidiaries shall pay the Breakup Fee (as defined in
the 363 Asset Purchase Agreement) as contemplated by the 363 Asset Purchase
Agreement after the Petition Date unless the Parent has entered into a purchase
agreement with one or more purchasers (other than the Purchasers) with respect
to the Proposed Sale Assets on terms and conditions reasonably satisfactory to
the Lenders.

     

     

    ARTICLE
VIII                                

     

    EVENTS OF
DEFAULT

     

    Section
8.1. Listing of Events of
Default.  Each
of the following events or occurrences described in this Article shall
constitute an “Event of Default”.

     

    
      
        
        

      

      
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    Section
8.1.1. Non-Payment of
Obligations.  The Borrowers shall default in the payment or
prepayment when due of:

     

    (a) any
principal of any Post-Petition Loan, or any Reimbursement Obligation or any
deposit of cash for collateral purposes pursuant to Section 2.6.4;
or

     

    (b) any
payment of interest on any Post-Petition Loan, any fee described in Article III with
respect to the Post-Petition Loans or any other monetary Obligation with respect
to the Post-Petition Loans, and such default shall continue unremedied for a
period of three days after such amount was due.

     

    Section
8.1.2. Breach of
Warranty.  Any representation or warranty of any Obligor made
or deemed to be made in any Loan Document to which such Obligor is party
(including any certificates delivered pursuant to Article V) is or
shall be incorrect when made or deemed to have been made in any material
respect.

     

    Section
8.1.3. Non-Performance of Certain
Covenants and Obligations.  Any Borrower shall default in the
due performance or observance of any of its obligations under clauses (a), (b),
(c), (d), (e), (f), (g), (l) and (m) of Section 7.1.1, Section 7.1.2, 7.1.6, 7.1.7, 7.1.8, 7.1.9, 7.1.12, 7.1.13, 7.1.14, or Section
7.2.

     

    Section
8.1.4. Non-Performance of Other
Covenants and Obligations.  Any Obligor shall default in the
due performance or observance of any other agreement contained in any Loan
Document to which such Obligor is party, and such default shall continue
unremedied for a period of 30 days after notice thereof shall have been given to
the Administrative Borrower by the Administrative Agent or any
Lender.

     

    Section
8.1.5. Default on Other
Indebtedness.  A default shall occur in the payment of an
amount when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness (other than Indebtedness
described in Section
8.1.1) arising after the Petition Date of any Obligor having a principal
amount, individually or in the aggregate, in excess of the Dollar Equivalent of
$10,000,000, or a default shall occur in the performance or observance of any
obligation or condition with respect to such Indebtedness arising after the
Petition Date if the effect of such default is to accelerate the maturity of any
such Indebtedness or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause or declare such Indebtedness
to become due and payable or to require such Indebtedness to be prepaid,
redeemed, purchased or defeased, or require an offer to purchase or defease such
Indebtedness to be made, prior to its expressed maturity or which such default
shall continue unremedied for 30 days.

     

    Section
8.1.6. Judgments.  Any
judgment or order for the payment of money, in excess of the Dollar Equivalent
of $10,000,000, (exclusive of any amounts fully covered by insurance (less any
applicable deductible) and as to which the insurer has acknowledged its
responsibility to cover such judgment or order) shall be rendered (i) against
any Material Obligor and such judgment shall not have been vacated or discharged
or stayed or bonded pending appeal within 30 days after the entry thereof or
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order, or (ii) against any Debtor as an administrative expense of
the kind specified in Section 503(b) of the Bankruptcy Code and enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order.

     

    
      
        
        

      

      
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    Section
8.1.7. Pension
Plans.  Any of the following events shall occur

     

    (a) the
institution of any steps by any Obligor, any member of the Controlled Group or
any other Person to terminate a Pension Plan or to terminate any Foreign
Employee Benefit Plan or Foreign Pension Plan, if as a result of such
termination, such Obligor or any such member could be required to make a
contribution to such Pension Plan, or could reasonably expect to incur a
liability or obligation to such Pension Plan, in excess of
$10,000,000;

     

    (b) a
contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 303(k) of ERISA in excess of
$10,000,000;

     

    (c) any
Obligor or any member of the Controlled Group shall incur liability in excess of
$10,000,000 as a result of a withdrawal from, or the insolvency, reorganization
or termination of a Multiemployer Plan;

     

    (d)           the
failure of Chesapeake Plc to pay a contribution to the Field Group Pension Plan
in accordance with the schedule of contributions from time to time in place
pursuant to section 227 of the UK Pensions Act 2004 and which failure is
required to be reported to the Pensions Regulator; or

     

    (e)           the
issue by the Pensions Regulator of a Financial Support Direction or Contribution
Notice to any Borrower or any of their respective Subsidiaries.

     

    For
purposes of Section
8.1.7(d) and (e):

     

    “Contribution Notice”
means a contribution notice issued by the Pensions Regulator under section 38 or
section 47 of the Pensions Act 2004 of the United Kingdom.

     

    “Financial Support
Direction” means a financial support direction issued by the Pensions
Regulator under section 43 of the Pensions Act 2004 of the United
Kingdom.

     

    “Pensions Regulator”
means the body corporate called the Pensions Regulator established under Part I
of the Pensions Act 2004 of United Kingdom.”

     

    Section
8.1.8. Change in
Control.  Any Change in Control shall occur (except as a result
of any 363 Sale).

     

    Section
8.1.9. Bankruptcy, Insolvency,
etc.  (a)  Any Material Obligor that is a U.S.
Obligor (other than a Debtor) shall:

     

    (i) become
insolvent or generally fail to pay, or admit in writing its inability or
unwillingness generally to pay, debts as they become due;

     

    (ii) apply
for, consent to, or acquiesce in the appointment of a trustee, receiver,
administrator, interim administrator, administrative receiver, sequestrator or
other custodian or similar officer for any substantial part or all of the
property of any thereof, or make a general assignment for the benefit of
creditors;

     

    (iii) in the
absence of such application, consent or acquiescence in or permit or suffer to
exist, or shall have received notice of, the appointment of a trustee, receiver,
administrator, interim administrator, administrative receiver, sequestrator or
other custodian or similar officer for any substantial part or all of the
property of any thereof, and such trustee, receiver,

     

    
      
        
        

      

      
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    administrator,
interim administrator, administrative receiver, sequestrator or other custodian
or similar officer shall not be discharged within 60 days; provided that each
Material Obligor that is not a Non-U.S. Obligor hereby expressly authorizes each
Secured Party to appear in any court conducting any relevant proceeding during
such 60-day period to preserve, protect and defend their rights under the Loan
Documents;

     

    (iv) permit or
suffer to exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or insolvency law
or any administration, dissolution, winding up or liquidation proceeding, in
respect thereof, and, if any such case or proceeding is not commenced by any
Material Obligor, such case or proceeding shall be consented to or acquiesced in
by such Material Obligor or shall result in the entry of an order for relief or
shall remain for 60 days undismissed; provided that each
Material Obligor that is not a Non-U.S. Obligor hereby expressly authorizes each
Secured Party to appear in any court conducting any such case or proceeding
during such 60-day period to preserve, protect and defend their rights under the
Loan Documents; or

     

    (v) take any
action authorizing, or in furtherance of, any of the foregoing, or

     

    (b) any
Material Subsidiary that is a Non-U.S. Obligor shall

     

    (i) become
(or deemed or declared to be) insolvent (except with respect to any Material
Subsidiary listed on Schedule VIII hereto)
or generally unable to pay, or admit in writing its inability or unwillingness
generally to pay, debts as they become due or suspend or threaten to suspend
payments on any of its debts or by reason of actual or anticipated financial
difficulties commences negotiations with its creditors or any class with a view
to rescheduling any of its Indebtedness or have a moratorium declared in respect
of its Indebtedness.   If a moratorium occurs the ending of such
moratorium will not remedy any Event of Default caused by such
moratorium;

     

    (ii) apply
for, consent to, or acquiesce in the appointment of a trustee, receiver,
administrator, interim administrator, liquidator, administrative receiver,
examiner, sequestrator or other custodian or similar officer for any or all of
the property of any thereof, or make a general assignment for the benefit of
creditors;

     

    (iii) in the
absence of such application, consent or acquiescence in or permit or suffer to
exist, or shall have received notice of, the appointment of a trustee, receiver,
administrator, interim administrator, liquidator, administrative receiver,
examiner, sequestrator or other custodian or similar officer for any or all of
the property of any thereof,

     

    (iv) permit or
suffer to be taken any corporate action, legal proceedings, formal step in
respect of, or suffer to exist the commencement of:

     

    (A)           any
bankruptcy, reorganization, debt arrangement or other case or proceeding under
any bankruptcy or insolvency law or any administration, dissolution, winding-up
or liquidation proceeding, or any receivership, administrative receivership in
respect thereof; or

     

    (B)           any
composition, compromise, assignment or arrangement with its creditors or any
class; or

     

    
      
        
        

      

      
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    (C)           any
suspension of payments or moratorium of any Indebtedness, in respect
hereof

     

    provided that
paragraph (iv)(A) shall not apply to any winding-up petition which is
discharged, stayed or dismissed within 14 days of commencement or, if earlier,
the date on which it is terminated and provided further that each
Material Obligor that is a Non-U.S. Obligor hereby expressly authorizes each
Secured Party to appear in any court conducting any such case or proceeding
during such 14-day period to preserve, protect and defend their rights under the
Loan Documents; or

     

    (v) take any
action authorizing, or in furtherance of, any of the foregoing; or

     

    (vi) permit or
suffer to exist an analogous procedure or step to any matter referred to in this
paragraph (b) in any jurisdiction.

     

    Section
8.1.10. Impairment of Security,
etc.  Any Loan Document or any Lien granted thereunder shall
(except in accordance with its terms), in whole or in part, terminate, cease to
be effective or cease to be the legally valid, binding and enforceable
obligation of any Obligor party thereto; any Obligor or any other party shall,
directly or indirectly, contest in any manner such effectiveness, validity,
binding nature or enforceability; or, except as permitted under any Loan
Document, any Lien securing any Obligation shall, in whole or in part, cease to
be a perfected first priority Lien (other than Permitted Liens).

     

    Section
8.1.11. Budget.  The
Parent and its Subsidiaries make expenditures in any two-week period in amounts
which exceed the amounts reflected on the Budget for such two-week period by
more than a variance of 10% of total disbursements, with the first measurement
period occurring in the third week after the Petition Date and covering the
second full week ended following the Petition Date.

     

    Section
8.1.12. Events in
Case.

     

    (a) The Case
concerning the Debtors shall be dismissed or converted to a case under Chapter 7
of the Bankruptcy Code or any Debtor shall file a motion or other pleading or
support a motion or other pleading filed by any other Person seeking the
dismissal of any of the Case concerning the Debtors under Section 1112 of the
Bankruptcy Code or otherwise; a trustee under Chapter 7 or Chapter 11 of the
Bankruptcy Code, a responsible officer or an examiner with enlarged powers
relating to the operation of the business (powers beyond those set forth in
Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the
Bankruptcy Code shall be appointed in the Case and the order appointing such
trustee, responsible officer or examiner shall not be reversed or vacated within
30 days after the entry thereof; or an application shall be filed by any Debtor
for the approval of any other Superpriority Claim (other than (i) the Carve-Out
or (ii) the Breakup Fee (as defined in the 363 Asset Purchase Agreement) (which,
in the case of the Breakup Fee, shall have priority over the Existing
Obligations (but not the Post-Petition Obligations or the Carve-Out) under the
circumstances described in Section 7.2.18)) in
the Case which is pari passu with or senior to the claims of the Administrative
Agent and the Lenders against the Debtors hereunder, or there shall arise or be
granted any such pari passu or senior Superpriority
Claim.  Notwithstanding anything to the contrary set forth above, the
reimbursement of expenses as contemplated by the 363 Asset Purchase Agreement
shall be paid in accordance with the terms of the 363 Asset Purchase
Agreement.

     

    (b) The
Bankruptcy Court shall enter an order or orders granting relief from the
automatic stay applicable under Section 362 of the Bankruptcy Code to the holder
or holders of any security interest to permit foreclosure (or the granting of a
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    assets of
any of the Debtors that have a value in excess of $3,000,000 in the aggregate,
provided that
this clause (b) shall not apply to any order granting relief from the automatic
stay pursuant to which a creditor exercises valid setoff rights pursuant to
Section 553 of the Bankruptcy Code, the Interim Order, Final Order or the First
Day Orders.

     

    (c) An order
of the Bankruptcy Court shall be entered (i) reversing, staying or vacating
either of the DIP Financing Orders or the Loan Documents, (ii) without the
written consent of the Administrative Agent and the Post-Petition Lenders,
otherwise amending, supplementing or modifying either of the DIP Financing
Orders or the Loan Documents in a manner that is reasonably determined by the
Administrative Agent to be adverse to the Administrative Agent and the
Post-Petition Lenders or (iii) terminating the use of cash collateral by the
Debtors pursuant to the DIP Financing Orders.

     

    (d) Any
Debtor shall default in any material respect in the due observance or
performance of any term or condition contained in any DIP Financing
Order.

     

    (e) Any
Debtor shall file a motion in the Case: (i) to obtain working capital financing
from any Person other than the Post-Petition Lenders under Section 364(d) of the
Bankruptcy Code; or (ii) to obtain financing for such Debtor from any Person
other than the Post-Petition Lenders under Section 364(c) of the Bankruptcy Code
(other than with respect to a financing used, in whole or part, to repay in full
the Obligations); or (iii) to grant any Lien other than those permitted under
Section 7.2.3
upon or affecting any collateral; or (iv) to use cash collateral of the
Administrative Agent for the Post-Petition Lenders or the Post-Petition Lenders
under Section 363(c) of the Bankruptcy Code without the prior written consent of
the Required Post-Petition Lenders; except to pay the Carve-Out and to reimburse
expenses in accordance with the terms of the 363 Asset Purchase Agreement; or
(v) to recover from any portion of the collateral any costs or expenses of
preserving or disposing of such collateral under Section 506(c) of the
Bankruptcy Code; or (vi) to effect any other action or actions adverse to the
Administrative Agent or Post-Petition Lenders or their rights and remedies
hereunder or their interest in the collateral that would, individually or in the
aggregate, have a Material Adverse Effect.

     

    (f) The entry
of the Final Order shall not have occurred within 40 days after the Petition
Date.

     

    (g) The
Debtors shall fail to comply with each of the milestones set forth in Section
6.5 of the Stalking Horse Bid notwithstanding any agreement by any Debtor with
the Purchasers, an alternative purchaser, any Committee or any other person
unless the Administrative Agent, in its sole discretion, agrees
otherwise.

     

    (h) The U.S.
Obligors shall not have filed the Sale Motion within one (1) Business Day after
the Petition Date.

     

    (i) The
Bankruptcy Court shall not have entered the Bidding Procedures Order within 20
days after the Petition Date.

     

    (j) The
Bankruptcy Court shall not have entered the Sale Order within 60 days after the
Petition Date.

     

    (k) The sale
of assets contemplated by the Stalking Horse Bid or such other agreement as the
U.S. Obligors may select in accordance with the Bid Procedures shall not have
been consummated within 71 days after the Petition Date.

     

    (l) The
Bidding Procedures Order or the Sale Order shall be modified, amended or


     

    
      
        
        

      

      
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    reversed
without the consent of the Administrative Agent, or shall become the subject of
a stay or injunction staying enforcement thereof.

     

    Section
8.2. Action if
Bankruptcy.  If
any Event of Default described in clause (b) of Section 8.1.9 with
respect to any Borrower shall occur, the Commitments (if not theretofore
terminated) shall automatically immediately terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations (including
Reimbursement Obligations) shall automatically be and become immediately due and
payable, without notice or demand to any Person, and each Obligor shall
automatically and immediately be obligated to Cash Collateralize all Letter of
Credit Outstandings.

     

    Section
8.3. Action if Other Event of
Default.

     

    (a) With
respect to the Post-Petition Loans, if any Event of Default (other than any
Event of Default described in clause (b) of Section 8.1.9 with
respect to any Post-Petition Borrower) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative Agent, upon the
direction of the Required Post-Petition Lenders, (a) shall by notice to the
Administrative Borrower declare all or any portion of the outstanding principal
amount of the Post-Petition Loans and other Obligations related to the
Post-Petition Loans to be due and payable and/or the Post-Petition Loan
Commitments (if not theretofore terminated) to be terminated, whereupon the full
unpaid amount of such Post-Petition Loans and other related Obligations which
shall be so declared due and payable shall be and become immediately due and
payable, without further notice, demand or presentment, and/or, as the case may
be, the Post-Petition Loan Commitments shall terminate and (b) may exercise any
and all other rights and remedies, at law or in equity, including without
limitation, claims for damages and specific enforcement; provided that any
such actions with respect to the Debtors are subject to the giving of an
“Enforcement Notice” under and as defined in the DIP Financing Orders to the
parties entitled thereunder to receive such notice, without further order of or
application to the Bankruptcy Court.  All rights and remedies shall be
cumulative and not exclusive of each other.

     

    (b) With
respect to the Existing Loans, if any Event of Default (other than any Event of
Default described in Section 8.1.9 with
respect to any Borrower) shall occur for any reason, whether voluntary or
involuntary, and be continuing, the Administrative Agent, upon the direction of
the Required Lenders, (a) shall by notice to the Administrative Borrower declare
all or any portion of the outstanding principal amount of the Existing Loans and
other Obligations (including Reimbursement Obligations) related to the Existing
Loans to be due and payable, whereupon the full unpaid amount of such Existing
Loans and other related Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or presentment, and/or, as the case may be, and the Borrowers shall
automatically and immediately be obligated to Cash Collateralize all Letter of
Credit Outstandings and (b) may exercise any and all other rights and remedies,
at law or in equity, including without limitation, claims for damages and
specific enforcement; provided that any
such actions with respect to the Debtors are subject to the giving of an
“Enforcement Notice” under and as defined in the DIP Financing Orders to the
parties entitled thereunder to receive such notice, without further order of or
application to the Bankruptcy Court.  All rights and remedies shall be
cumulative and not exclusive of each other.

     

    Section
8.4. Forbearance.  Subject
to the terms and conditions of this Agreement, the Required Lenders and the
Administrative Agent hereby agree to forbear from taking any enforcement action
under Sections
8.2 or 8.3 hereof or
exercise any right or remedy under any other Loan Document as a result of the
occurrence and continuance of an Event of Default arising from (i) the filing of
the Case, (ii) the failure of any Debtor (other than to the extent payment by
such Debtor was authorized by an order of the Bankruptcy Court) to pay interest
and fees with respect to the Existing Loans and the Existing Letters of Credit
for the period commencing with the Effective Date through and including May 31,
2009 

     

    
      
        
        

      

      
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    and (iii)
the failure (A) to pay the outstanding principal amount of the Existing Loans on
the applicable Stated Maturity Date and (B) to cash collateralize the Existing
Letters of Credit on the applicable Stated Maturity Date.

     

    Section
8.5. Default.  Subject
to the terms and conditions of this Agreement, the Required Lenders and the
Administrative Agent hereby agree that any Event of Default arising from (i) the
filing of the Case, (ii) the failure of any Debtor (other than to the extent
payment by such Debtor was authorized by an order of the Bankruptcy Court) to
pay interest and fees with respect to the Existing Loans and the Existing
Letters of Credit for the period commencing with the Effective Date through and
including May 31, 2009 and (iii) the failure (A) to pay the outstanding
principal amount of the Existing Loans on the applicable Stated Maturity Date
and (B) to Cash Collateralize the Existing Letters of Credit on the applicable
Stated Maturity Date shall not be considered a Default or Event of Default
solely for purposes of Articles II, V, VI
and VII.

     

     

    ARTICLE
IX                                

     

    THE
ADMINISTRATIVE AGENT, ETC.

     

    Section
9.1. Actions.  Each
Lender hereby appoints Wachovia as its Administrative Agent under and for
purposes of each Loan Document.  Each Lender authorizes the
Administrative Agent to act on behalf of such Lender under each Loan Document
and, in the absence of other written instructions from the Required Lenders
received from time to time by the Administrative Agent (with respect to which
the Administrative Agent agrees that it will comply, except as otherwise
provided in this Section 9.1 or as
otherwise advised by counsel in order to avoid  contravention of
applicable law), to exercise such powers hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent by the terms
hereof and thereof, together with such powers as may be reasonably incidental
thereto.  Each Lender hereby indemnifies (which indemnity shall
survive any termination of this Agreement) the Administrative Agent and the
Bookrunner, pro
rata according
to such Lender’s Percentage of the Total Exposure Amount, from and against any
and all liabilities, obligations, losses, damages, claims, costs or expenses of
any kind or nature whatsoever which may at any time be imposed on, incurred by,
or asserted against, the Administrative Agent or the Bookrunner in any way
relating to or arising out of any Loan Document, including reasonable attorneys’
fees, and as to which the Administrative Agent or the Bookrunner is not
reimbursed by the Borrowers; provided, however, that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have resulted from
the Administrative Agent’s or the Bookrunner’s gross negligence or willful
misconduct.  The Administrative Agent shall not be required to take
any action under any Loan Document, or to prosecute or defend any suit in
respect of any Loan Document, unless it is indemnified hereunder to its
satisfaction.  If any indemnity in favor of the Administrative Agent
shall be or become, in the Administrative Agent’s determination, inadequate, the
Administrative Agent may call for additional indemnification from the Lenders
and cease to do the acts indemnified against hereunder until such additional
indemnity is given.

     

    Section
9.2. Funding Reliance,
etc.  Unless
the Administrative Agent shall have been notified in writing by any
Post-Petition Lender by 3:00 p.m. on the Business Day prior to a Borrowing that
such Post-Petition Lender will not make available the amount which would
constitute its Percentage of such Borrowing in the case of Post-Petition Loans
on the date specified therefor, the Administrative Agent may assume that such
Post-Petition Lender has made such amount available to the Administrative Agent
and, in reliance upon such assumption, make available to the Borrowers a
corresponding amount.  If and to the extent that such Post-Petition
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    Administrative
Agent, such Post-Petition Lender and the Borrowers severally agree to repay the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date the Administrative Agent made such
amount available to the Borrowers to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to
Post-Petition Loans comprising such Borrowing (in the case of the Borrowers) and
(in the case of a Lender), at the Federal Funds Rate (for the first two Business
Days after which such amount has not been repaid, and thereafter at the interest
rate applicable to Post-Petition Loans comprising such Borrowing.

     

    Section
9.3. Exculpation.  Neither
the Administrative Agent nor the Bookrunner nor any of their respective
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under any Loan Document, or in
connection herewith or therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals or warranties herein or therein,
nor for the effectiveness, enforceability, validity or due execution of any Loan
Document, nor for the creation, perfection or priority of any Liens purported to
be created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by any Obligor of its
Obligations.  Any such inquiry which may be made by the Administrative
Agent shall not obligate it to make any further inquiry or to take any
action.  The Administrative Agent shall be entitled to rely upon
advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Administrative Agent believes to be
genuine and to have been presented by a proper Person.  Neither the
Administrative Agent nor the Bookrunner, nor any of their respective directors,
officers, employees or agents shall be responsible for or have any duty to
ascertain, inquire into or verify (a) any statement, warranty or representation
made in connection with any Loan Document or any borrowing hereunder (other than
a statement, warranty or representation made by the Agent in writing), (b) the
performance or observance of any of the covenants or agreements of any Obligor
under the Loan Document, including, without limitation, any agreement by an
Obligor to furnish information directly to each Lender, (c) the satisfaction of
any condition specified in Article V, expect
receipt of items required to be delivered solely to the Administrative Agent,
(d) the existence or possible existence of any Default or Event of Default, or
(e) the financial condition of any Obligor.  Any such inquiry
which may be made by the Administrative Agent or the Issuer shall not obligate
it to make any further inquiry or to take any action.  The
Administrative Agent and the Issuer shall be entitled to rely upon advice of
counsel concerning legal matters and upon any notice, consent, certificate,
statement or writing which the Administrative Agent or the Issuer, as
applicable, believe to be genuine and to have been presented by a proper
Person.

     

    Section
9.4. Successor.  The
Administrative Agent may resign as such at any time upon at least 30 days’ prior
notice to the Administrative Borrower and all Lenders.  If the
Administrative Agent at any time shall resign, the Required Post-Petition
Lenders may appoint another Post-Petition Lender as a successor Administrative
Agent which shall thereupon become the Administrative Agent
hereunder.  If no successor Administrative Agent shall have been so
appointed by the Required Post-Petition Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent’s giving
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Post-Petition Lenders, appoint a successor Administrative Agent, which shall
be one of the Lenders or a commercial banking institution organized under the
laws of the U.S. (or any State thereof) or a U.S. branch or agency of a
commercial banking institution, and having a combined capital and surplus of at
least $250,000,000; provided, however, that if,
such retiring Administrative Agent is unable to find a commercial banking
institution which is willing to accept such appointment and which meets the
qualifications set forth in above, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective and the Post-Petition
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Post-Petition Lenders appoint
a successor as provided for above.  Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to 

     

    
      
        
        

      

      
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    receive
from the retiring Administrative Agent such documents of transfer and assignment
as such successor Administrative Agent may reasonably request, and shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under the Loan
Documents.  After any retiring Administrative Agent’s resignation
hereunder as the Administrative Agent, the provisions of this Article shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Administrative Agent under the Loan Documents, and Section 10.3 and
Section 10.4
shall continue to inure to its benefit.

     

    Section
9.5. Loans by
Wachovia.  Wachovia
shall have the same rights and powers with respect to (x) the Credit Extensions
made by it or any of its Affiliates, and (y) the Notes held by it or any of its
Affiliates as any other Lender and may exercise the same as if it were not the
Administrative Agent.  Wachovia and its Affiliates may accept deposits
from, lend money to, and generally engage in any kind of business with the
Borrowers or any Subsidiary of any Borrower or Affiliate of any Borrower as if
Wachovia were not the Administrative Agent hereunder.

     

    Section
9.6. Credit
Decisions.  Each
Lender acknowledges that it has, independently of the Administrative Agent and
each other Lender, and based on such Lender’s review of the financial
information of the Borrowers, the Loan Documents (the terms and provisions of
which being satisfactory to such Lender) and such other documents, information
and investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments.  Each Lender also acknowledges
that it will, independently of the Administrative Agent and each other Lender,
and based on such other documents, information and investigations as it shall
deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under the Loan Documents.

     

    Section
9.7. Copies,
etc.  The
Administrative Agent shall give prompt notice to each Lender of each notice or
request required to be given to the Administrative Agent by the Borrowers
pursuant to the terms of the Loan Documents (unless concurrently delivered to
the Lenders by such Borrower).  The Administrative Agent will
distribute to each Lender each document or instrument received by the
Administrative Agent from the Borrowers for distribution to the Lenders by the
Administrative Agent in accordance with the terms of the Loan
Documents.

     

    Section
9.8. Reliance by Administrative
Agent.  The
Administrative Agent shall be entitled to rely upon any certification, notice or
other communication (including any thereof by telephone, telecopy, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person, and upon advice and statements of legal
counsel, independent accountants and other experts selected by the
Administrative Agent.  As to any matters not expressly provided for by
the Loan Documents, the Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder or thereunder in
accordance with instructions given by the Required Lenders, the Required
Post-Petition Lenders or all of the Lenders as is required in such circumstance,
and such instructions of such Lenders and any action taken or failure to act
pursuant thereto shall be binding on all Secured Parties.  For
purposes of applying amounts in accordance with this Section 9.8, the
Administrative Agent shall be entitled to rely upon any Secured Party that has
entered into a Rate Protection Agreement with any Obligor for a determination
(which such Secured Party agrees to provide or cause to be provided upon request
of the Administrative Agent) of the outstanding Obligations owed to such Secured
Party under any Rate Protection Agreement.  Unless it has actual
knowledge evidenced by way of notice from any such Secured Party and any
Borrower to the contrary, the Administrative Agent, in acting in such capacity
under the Loan Documents, shall be entitled to assume that no Rate Protection
Agreements or Obligations in respect thereof are in existence or outstanding
between any Secured Party and any Obligor.

     

    
      
        
        

      

      
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    Section
9.9. Defaults.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of a Default unless the Administrative Agent has received a notice
from a Lender or any Borrower specifying such Default and stating that such
notice is a “Notice of Default”.  In the event that the Administrative
Agent receives such a notice of the occurrence of a Default, the Administrative
Agent shall give prompt notice thereof to the Lenders.  The
Administrative Agent shall (subject to Section 10.1) take
such action with respect to such Default as shall be directed by the Required
Post-Petition Lenders; provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable in the best interest of the Post-Petition Lenders except to the extent
that this Agreement expressly requires that such action be taken, or not be
taken, only with the consent or upon the authorization of the Required Lenders,
Required Post-Petition Lenders or all Lenders.

     

    Section
9.10. Bookrunner.  The
parties acknowledge and agree that he Bookrunner shall be credited as, and may
publicize that it is, the Bookrunner.  Without in any respect limiting
the rights, privileges, powers, immunities, indemnities and other benefits
granted to the Secured Parties, the parties further acknowledge and agree that
(a) the Bookrunner shall not have by reason of its designation as such, any
power, duty, responsibility or liability whatsoever under this Agreement or any
Loan Document or in respect of financing the transaction contemplated hereby and
(b) the Bookrunner shall nevertheless be entitled to each of the protections and
immunities granted to the Administrative Agent under Sections 9.3, 9.5, 9.6 and 9.8 (with respect to
the first sentence thereof) as fully as if it were expressly referred to
therein.

     

     

    ARTICLE
X                                

     

    MISCELLANEOUS
PROVISIONS

     

    Section
10.1. Waivers, Amendments,
etc.  The
provisions of each Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrowers, the Required Lenders and the Required Post-Petition Lenders;
provided, however, that no such
amendment, modification or waiver shall:

     

    (a) modify
this Section
10.1 without the consent of all Lenders;

     

    (b) increase
the aggregate amount of any Credit Extensions required to be made by a
Post-Petition Lender pursuant to its Post-Petition Loan Commitment, extend the
Post-Petition  Loan Commitment Termination Date of Credit Extensions
made (or participated in) by a Post-Petition Lender or reduce any fees described
in Article III
payable to any Lender without the consent of such Lender;

     

    (c) extend
the final Stated Maturity Date for any Lender’s Loan or reduce the principal
amount of or rate of interest on any Lender’s Loan or extend the date on which
interest or fees are payable in respect of such Lender’s Loans, in each case,
without the consent of such Lender (it being understood and agreed, however,
that any vote to rescind any acceleration made pursuant to Sections 8.2 and
8.3 of amounts
owing with respect to the Loans and other Obligations shall only require the
vote of the Required Lenders);

     

    (d) reduce
the percentage set forth in the definition of “Required Lenders” or the
definition of “Required Post-Petition Lenders” or modify any requirement
hereunder that any particular action be taken by all Lenders without the consent
of all Lenders;

     

    
      
        
        

      

      
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    (e) increase
the Stated Amount of any Existing Letter of Credit unless consented to by the
Issuer;

     

    (f) except as
otherwise expressly provided in a Loan Document or in connection with and to
effectuate permitted asset sales, release (i) any Borrower from its Obligations
under the Loan Documents or any Subsidiary Guarantor from its obligations under
the Existing Subsidiary Guaranty or (ii) all or substantially all of the
collateral under the Loan Documents, in each case without the consent of all
Lenders;

     

    (g) [reserved];

     

    (h) change
any of the terms of Section 2.9 without
the consent of the Administrative Agent; or

     

    (i) affect
adversely the interests, rights or obligations of the Administrative Agent (in
its capacity as the Administrative Agent), the Existing Other Currency Lender
(in its capacity as Existing Other Currency Lender), the Sterling Post-Petition
Lender (in its capacity as Sterling Post-Petition Lender) or the Issuer (in its
capacity as Issuer), unless consented to by the Administrative Agent, the
Existing Other Currency Lender, the Sterling Post-Petition Lender or the Issuer,
as the case may be.

     

    No
failure or delay on the part of the Administrative Agent, the Issuer or any
Lender in exercising any power or right under any Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right.  No notice to or demand on any Obligor in any
case shall entitle it to any notice or demand in similar or other
circumstances.  No waiver or approval by the Administrative Agent, the
Issuer or any Lender under any Loan Document shall, except as may be otherwise
stated in such waiver or approval, be applicable to subsequent
transactions.  No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted
hereunder.

     

    Section
10.2. Notices;
Time.  All
notices and other communications provided under each Loan Document shall be in
writing (including facsimile transmission) unless otherwise specified herein and
addressed, delivered or transmitted, to such Person, at its address or facsimile
number set forth below its signature to this Agreement, and if to a Lender or
the Issuer, to the applicable Person at its address or facsimile number set
forth on Schedule
II hereto or set forth in the Lender Assignment Agreement, or, in any
case, at such other address or facsimile number as may be designated by such
party in a notice to the other parties.  Any notice, if mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received except notices
given by the Administrative Agent pursuant to Section 8.3, which
shall be deemed to be given when sent; any notice, if transmitted by facsimile,
shall be deemed given when the confirmation of transmission thereof is received
by the transmitter.  Unless otherwise indicated, all references to the
time of a day in a Loan Document shall refer to New York
time.  Electronic mail and Internet and intranet websites may be used
by the Administrative Agent and/or the Bookrunner to distribute communications,
such as financial statements and other information as provided in Section 5.1.10, and
to distribute Loan Documents for execution by the parties thereto, and the
Administrative Agent and the Bookrunner shall not be responsible for any losses,
costs, expenses and liabilities that may arise by reason of the use thereof,
except to the extent of their own gross negligence or willful
misconduct.

     

    Section
10.3. Payment of Costs and
Expenses.  The
Borrowers agrees to pay on demand all fees and expenses of the Administrative
Agent (including the reasonable and documented fees and other charges of
Shearman & Sterling LLP, counsel to the Administrative Agent and of local
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    if any,
who may be retained by or on behalf of the Administrative Agent and costs
associated with insurance reviews, collateral valuations and collateral reviews)
in connection with:

     

    (a) the
syndication of the Post-Petition Loan Commitments;

     

    (b) the
negotiation, preparation, execution and delivery and ongoing administration of
each Loan Document, including schedules and exhibits, the syndication of the
Loans and any amendments, waivers, consents, assignments, restatements,
supplements or other modifications to or legal advice in respect of any Loan
Document as may from time to time hereafter be required, whether or not the
transactions contemplated hereby are consummated and any and all legal advice in
connection with any of the foregoing and costs associated with insurance
reviews, collateral valuations and collateral reviews;

     

    (c) the
filing, recording, refiling or rerecording of any Loan Document and/or any
Filing Statements relating thereto and all amendments, supplements, amendments
and restatements and other modifications to any thereof and any and all other
documents or instruments of further assurance required to be filed or recorded
or refiled or rerecorded by the terms of any Loan Document;

     

    (d) the
preparation and review of the form of any document or instrument relevant to any
Loan Document; and

     

    (e) post-closing
UCC-11 searches (within 120-days after the Effective Date) to confirm that the
Liens granted to the Administrative Agent for the ratable benefit of the Secured
Parties have been perfected.

     

    Each
Borrower further agrees to pay, and to save each Secured Party harmless from all
liability for, any stamp or other Taxes which may be payable in connection with
the execution or delivery of each Loan Document, the Credit Extensions or the
issuance of the Notes.  Each Borrower also agrees to reimburse each
Secured Party upon demand for all out-of-pocket expenses (including attorneys’
fees and legal expenses of counsel to each Secured Party) incurred by such
Secured Party in connection with (x) the negotiation of any restructuring or
“work-out” with any Borrower, whether or not consummated, of any Obligations and
(y) the enforcement of any Obligations.

     

    Section
10.4. Indemnification.  In
consideration of the execution and delivery of this Agreement by each Secured
Party, each Borrower hereby indemnifies, exonerates and holds each Secured Party
and each of their respective officers, directors, employees and agents
(collectively, the “Indemnified Parties”)
free and harmless from and against any and all actions, causes of action, suits,
losses, costs, liabilities and damages, and expenses incurred in connection
therewith (irrespective of whether any such Indemnified Party is a party to or
brings the action for which indemnification hereunder is sought), including
reasonable attorneys’ fees and disbursements, whether incurred in connection
with actions between or among the parties hereto or the parties hereto and third
parties (collectively, the “Indemnified
Liabilities”), incurred by the Indemnified Parties or any of them as a
result of, or arising out of, or relating to

     

    (a) in
respect of the Post-Petition Borrowers, any transaction financed or to be
financed in whole or in part, directly or indirectly, with the proceeds of any
Credit Extension;

     

    (b) the
entering into and performance of any Loan Document by any of the Indemnified
Parties (including any action brought by or on behalf of such Borrower as the
result 

     

    
      
        
        

      

      
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    of any
determination by the Required Post-Petition Lenders pursuant to Article V not to fund
any Credit Extension, provided that any such action is resolved in favor of such
Indemnified Party);

     

    (c) any
investigation, litigation or proceeding related to any acquisition or proposed
acquisition by any Obligor or any Subsidiary thereof of all or any portion of
the Capital Securities or assets of any Person, whether or not an Indemnified
Party is party thereto;

     

    (d) any
investigation, litigation or proceeding (including any threatened investigation,
litigation or proceeding) related to any environmental cleanup, audit,
compliance or other matter relating to the protection of the environment or the
Release by any Obligor or any Subsidiary thereof of any Hazardous
Material;

     

    (e) the
presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or releases from, any real property owned or operated by
any Obligor or any of its Subsidiaries of any Hazardous Material (including any
losses, liabilities, damages, injuries, costs, expenses or claims asserted or
arising under any Environmental Law), regardless of whether caused by, or within
the control of, such Obligor or such Subsidiary; or

     

    (f) each
Lender’s Environmental Liability (it being understood and agreed that the
indemnification herein shall survive repayment of the Obligations and any
transfer of the property of any Obligor or any of its Subsidiaries by
foreclosure or by a deed in lieu of foreclosure for any Lender’s Environmental
Liability, regardless of whether caused by, or within the control of, such
Obligor or such Subsidiary);

     

    except
for Indemnified Liabilities arising for the account of a particular Indemnified
Party by reason of the relevant Indemnified Party’s gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final
proceeding.  Each Obligor and its successors and assigns hereby waive,
release and agree not to make any claim or bring any cost recovery action
against, any Indemnified Party under CERCLA or any state equivalent, or any
similar law now existing or hereafter enacted.  It is expressly
understood and agreed that to the extent that any Indemnified Party is strictly
liable under any Environmental Laws, each Obligor’s obligation to such
Indemnified Party under this indemnity shall likewise be without regard to fault
on the part of any Obligor with respect to the violation or condition which
results in liability of an Indemnified Party.  If and to the extent
that the foregoing undertaking may be unenforceable for any reason, each Obligor
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable
law.

     

    Section
10.5. Reserved.

     

    Section
10.6. Survival.  The
obligations of each Borrower under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the
obligations of the Lenders under Section 9.1, shall in
each case survive any assignment from one Lender to another (in the case of
Sections 10.3
and 10.4) and
the occurrence of the Termination Date.  The representations and
warranties made by each Obligor in each Loan Document shall survive the
execution and delivery of such Loan Document.

     

    Section
10.7. Severability.  Any
provision of any Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

     

    
      
        
        

      

      
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    Section
10.8. Headings.  The
various headings of each Loan Document are inserted for convenience only and
shall not affect the meaning or interpretation of such Loan Document or any
provisions thereof.

     

    Section
10.9. Execution in Counterparts,
Effectiveness, etc.  This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be an original (whether such counterpart is originally executed or
an electronic copy of an original and each party hereto expressly waives its
rights to receive originally executed documents other than with respect to any
Notes) and all of which shall constitute together but one and the same
agreement.  This Agreement shall become effective as of the date first
above written when counterparts hereof executed on behalf of each Borrower, the
Administrative Agent and each Lender (or notice thereof satisfactory to the
Administrative Agent) shall have been received by the Administrative Agent and
the conditions precedent set forth in Section 5.1 have been
satisfied or waived.

     

    Section
10.10. Governing Law; Entire
Agreement.  EACH
LOAN DOCUMENT (OTHER THAN AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT)
WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).  The Loan Documents
constitute the entire understanding among the parties hereto with respect to the
subject matter thereof and supersede any prior agreements, written or oral, with
respect thereto.

     

    Section
10.11. Successors and
Assigns.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns; provided, however, that no
Borrower may assign or transfer its rights or obligations hereunder without the
consent of all Lenders.

     

    Section
10.12. Transfer of and
Participations in Credit Extensions.  Each
Lender may assign, or sell participations in, its Loans, Existing Letters of
Credit and Commitments to one or more other Persons in accordance with this the
terms set forth below.

     

    Section
10.12.1. Assignments.  (a)  Any
Lender, pursuant to a Lender Assignment Agreement,

     

    (i) with the
consent of the Parent and the Administrative Agent (which consents shall not be
unreasonably delayed or withheld and which consent, in the case of the Parent,
shall not be required (A) during the continuation of a Default or (B) for an
assignment by any Lender to any of its Affiliates, another Lender or an Eligible
Assignee), may at any time assign and delegate to one or more Eligible
Assignees; provided, however, that the
Administrative Agent may withhold such consent in its sole discretion to an
assignment to a Person not satisfying the credit ratings set forth in clause (c), or if
such assignment would, pursuant to any applicable laws, rules or regulations
binding on the Issuer, result in a reduced rate of return to the Issuer or
require the Issuer to set aside capital in an amount that is greater than that
which is required to be set aside for other Lenders participating in the
Existing Letters of Credit; and

     

    (ii) upon
notice to the Administrative Borrower and the Administrative Agent, upon the
Administrative Agent’s acknowledgment on a Lender Assignment Agreement, may
assign and delegate to any of its Affiliates, to any other Lender or to a
Related Fund of any Lender;

     

    (each
Person described in either of the foregoing clauses as being the Person to whom
such assignment and delegation is to be made, being hereinafter referred to as
an “Assignee
Lender”), 

     

    
      
        
        

      

      
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    all or
any fraction of such Lender’s Loans, Letter of Credit Outstandings and
Commitments in a minimum aggregate amount of $5,000,000 (or, if less, the entire
remaining amount of such Lender’s Loans, Letter of Credit Outstandings and
Commitments).

     

    (b) Each
Obligor and the Administrative Agent shall be entitled to continue to deal
solely and directly with a Lender in connection with the interests so assigned
and delegated to an Assignee Lender until

     

    (i)  notice
of such assignment and delegation, together with (i) payment instructions, (ii)
the Internal Revenue Service forms or other statements contemplated or required
to be delivered pursuant to Section 4.6, if
applicable, and (iii) addresses and related information with respect to such
Assignee Lender, shall have been delivered to the Administrative Borrower and
the Administrative Agent by such assignor Lender each Person described in the
foregoing clauses as being the Person making such assignment and delegation,
being hereinafter referred to as an “Assignor
Lender”;

     

    (ii) such
Assignee Lender shall have executed and delivered to the Administrative Borrower
and the Administrative Agent a properly completed Lender Assignment Agreement,
received by the Administrative Agent;

     

    (iii) the
processing fees described below, to the extent required, shall have been paid;
and

     

    (iv) the
Administrative Agent shall have registered such assignment in the Register
pursuant to clause
(b) of Section
2.8.

     

    From and
after the date that the Administrative Agent accepts such Lender Assignment
Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to
have become a party hereto and to the extent that rights and obligations
hereunder have been assigned and delegated to such Assignee Lender in connection
with such Lender Assignment Agreement, shall have the rights and obligations of
a Lender under the Loan Documents, and (y) the Assignor Lender, to the extent
that rights and obligations hereunder have been assigned and delegated by it in
connection with such Lender Assignment Agreement, shall be released from its
obligations hereunder and under the other Loan Documents.  Within five
Business Days after its receipt of notice that the Administrative Agent has
received and accepted an executed Lender Assignment Agreement (and if requested
by the Assignee Lender), but subject to clause (c), the
Parent shall execute and deliver to the Administrative Agent (for delivery to
the relevant Assignee Lender) a new Note evidencing such Assignee Lender’s
assigned Loans and Commitments and, if the Assignor Lender has retained Loans
and Commitments hereunder (and if requested by such Lender), a replacement Note
in the principal amount of the Loans and Commitments retained by the Assignor
Lender hereunder (such Note to be in exchange for, but not in payment of, the
Note then held by such Assignor Lender).  Each such Note shall be
dated the date of the predecessor Note.  The Assignor Lender shall
mark each predecessor Note “exchanged” and deliver each of them to the
Parent.  Accrued interest on that part of each predecessor Note
evidenced by a new Note, and accrued fees, shall be paid as provided in the
Lender Assignment Agreement.  Accrued interest on that part of each
predecessor Note evidenced by a replacement Note shall be paid to the Assignor
Lender.  Such Assignor Lender or such Assignee Lender must also pay a
processing fee in the amount of $3,500 to the Administrative Agent upon delivery
of any Lender Assignment Agreement provided that no such
processing fee shall be required in connection with any such assignment and
delegation (i) by a Lender to its Affiliate or to a Related Fund, (ii) by a
Lender to a Federal Reserve Bank (or, if such Lender is an investment fund, to
the trustee under the indenture to which such fund is a party in support of its
obligations to such trustee), (iii) in connection with the consummation of the
first syndication after the U.S. Closing Date or (iv) if the 

     

    
      
        
        

      

      
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    non-payment
of the processing fee is otherwise consented to in writing by the Administrative
Agent.  Accrued interest and accrued fees shall be paid at the same
time or times provided in the predecessor Note and in this
Agreement.  Any attempted assignment and delegation not made in
accordance with this Section 10.12.1 shall
be null and void.  Notwithstanding anything to the contrary set forth
above, any Lender may (without requesting the consent of the Parent or the
Administrative Agent) pledge its Loans to a Federal Reserve Bank in support of
borrowings made by such Lender from such Federal Reserve Bank.

     

    Section
10.12.2. Participations.  Any Lender
may sell to one or more commercial banks or other Persons other than direct
packaging industry competitors of the Parent identified by the Parent and
acknowledged by the Administrative Agent (each of such commercial banks and
other Persons being herein called a “Participant”)
participating interests in any of the Loans, Commitments, or other interests of
such Lender hereunder; provided, however,
that

     

    (a) no
participation contemplated in this Section 10.12.2 shall
relieve such Lender from its Commitments or its other obligations under any Loan
Document;

     

    (b) such
Lender shall remain solely responsible for the performance of its Commitments
and such other obligations;

     

    (c) each
Obligor and the Administrative Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under
each Loan Document;

     

    (d) no
Participant, unless such Participant is an Affiliate of such Lender or is itself
a Lender, shall be entitled to require such Lender to take or refrain from
taking any action under any Loan Document, except that such Lender may agree
with any Participant that such Lender will not, without such Participant’s
consent, take any actions of the type described in clause (a), (b), (c) or (f) of Section 10.1 with
respect to Obligations participated in by such Participant; and

     

    (e) the
Borrowers shall not be required to pay any amount under this Agreement that is
greater than the amount which it would have been required to pay had no
participating interest been sold.

     

    Each
Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 10.3 and 10.4, shall be
considered a Lender.  Each Participant shall only be indemnified for
increased costs pursuant to Sections 4.3, 4.5 or 4.6 if and to the
extent that the Lender which sold such participating interest to such
Participant concurrently is entitled to make, and does make, a claim on such
Borrower for such increased costs.  Any Lender that sells a
participating interest in any Loan, Commitment or other interest to a
Participant under this Section 10.12.2 shall
indemnify and hold harmless the Borrowers and the Administrative Agent from and
against any Taxes, penalties, interest or other costs or losses (including
reasonable attorneys’ fees and expenses) incurred or payable by the Borrowers or
the Administrative Agent as a result of the failure of the Borrowers or the
Administrative Agent to comply with its obligations to deduct or withhold any
Taxes from any payments made pursuant to this Agreement to such Lender or the
Administrative Agent, as the case may be, which Taxes would not have been
incurred or payable if such Participant had been a Non-U.S. Lender that was
entitled to deliver to the Borrowers, the Administrative Agent or such Lender,
and did in fact so deliver, a duly completed and valid Form W-8BEN or W-8ECI (or
applicable successor form) entitling such Participant to receive payments under
this Agreement without deduction or withholding of any United States federal
Taxes.

     

    
      
        
        

      

      
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    Section
10.13. Other
Transactions.  Nothing
contained herein shall preclude the Administrative Agent, the Issuer or any
other Lender from engaging in any transaction, in addition to those contemplated
by the Loan Documents, with the Borrowers or any of their respective Affiliates
in which such Borrower or such Affiliate is not restricted hereby from engaging
with any other Person.

     

    Section
10.14. Certain Collateral and Other
Matters; Rate Protection Agreements; Further Assurances.  (a)  The
Administrative Agent is authorized on behalf of all the Lenders, without the
necessity of any notice to or further consent from the Lenders, from time to
time to take any action with respect to any collateral security or the Loan
Documents which may be necessary to perfect and maintain perfected the security
interest in and Liens upon the collateral security granted pursuant to the Loan
Documents.

     

    (b) The
Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion, to release any security interest or Lien granted to or held by the
Administrative Agent upon any collateral (i) on the Termination Date (in which
case the Lenders hereby authorize the Administrative Agent to execute, and the
Administrative Agent agrees to execute, reasonable releases in connection with
this Agreement); (ii) constituting property in which the Borrower or any
Subsidiary of the Borrower owned no interest at the time the security interest
and/or Lien was granted or at any time thereafter; (iii) constituting property
leased to any Borrower or any Subsidiary of any Borrower under a lease which has
expired or been terminated in a transaction permitted under this Agreement or is
about to expire and which has not been, and is not intended by any Borrower or
such Subsidiary to be, renewed or extended; (iv) consisting of an instrument
evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced
thereby has been paid in full; (v) if approved, authorized or ratified in
writing by the Required Lenders or, if required by Section 10.1, each
Lender or (vi) that is sold or to be sold as part of or in connection with any
sale permitted hereunder or under any other Loan Document (unless the transferee
would be required to grant a Lien thereon under the Loan
Documents).  Upon request by the Administrative Agent at any time, the
Lenders will confirm in writing the Administrative Agent’s authority to release
particular types or items of collateral pursuant to this Section
10.14.

     

    (c) Each
Lender which enters into arrangements with any Borrower in respect of Rate
Protection Agreements hereby agrees to supply the Administrative Agent in
writing on or about each Quarterly Payment Date with the amount of any
termination obligations of such Borrower thereunder and any net payments owing
by such Borrower thereunder.

     

    (d) [reserved].

     

    (e) The
Borrowers agree to take such further action, and execute such further
instruments, as the Administrative Agent may reasonably request to effectuate
the purposes of this Agreement.

     

    Section
10.15. Forum Selection and Consent
to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUER
OR ANY BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND
MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH BORROWER
IRREVOCABLY CONSENTS TO THE 

     

    
      
        
        

      

      
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    SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED
IN  SECTION
10.2.  EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT EACH BORROWER
HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM
ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR
ITS PROPERTY, EACH BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS.

     

    Section
10.16. Waiver of Jury
Trial.  THE
ADMINISTRATIVE AGENT, EACH LENDER, THE ISSUER AND EACH BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED
BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, THE ISSUER OR
EACH BORROWER IN CONNECTION THEREWITH.  EACH BORROWER ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION
(AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY)
AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT,
EACH LENDER AND THE ISSUER ENTERING INTO THE LOAN DOCUMENTS.  EACH
BORROWER HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEMS (THE “PROCESS AGENT”), WITH
AN OFFICE ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NY 10011, UNITED
STATES, AS ITS AGENT TO RECEIVE, ON SUCH BORROWER’S BEHALF AND ON BEHALF OF SUCH
BORROWER’S PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY
OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING.  SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY
OF SUCH PROCESS TO SUCH BORROWER IN CARE OF THE PROCESS AGENT AT THE PROCESS
AGENT’S ABOVE ADDRESS, AND EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES AND
DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  AS AN
ALTERNATIVE METHOD OF SERVICE, THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK TO ITS ADDRESS FOR NOTICES
HEREUNDER.

     

    Section
10.17. Judgment
Currency.  The
Obligations of the Borrowers in respect of any sum due to any Lender, the Issuer
or the Administrative Agent hereunder shall, notwithstanding any judgment in a
currency other than Dollars (the “Judgment Currency”),
be discharged only to the extent that on the Business Day following receipt by
such Lender, the Issuer or the Administrative Agent of any sum adjudged to be so
due in the Judgment Currency, such Lender, the Issuer or the Administrative
Agent, in accordance with normal banking procedures, purchases Dollars with the
Judgment Currency.  If the amount of Dollars so purchased is less than
the sum originally due to such Lender, the Issuer or the Administrative Agent,
the Borrowers agree as a separate obligation and notwithstanding any such
judgment, jointly and severally to indemnify each Lender, the Issuer and the
Administrative Agent, as the case may be, against such loss.

     

    
      
        
        

      

      
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    Section
10.18. Patriot Act Notice,
etc.  Each
Lender and the Administrative Agent (for itself and not on behalf of any other
party) hereby notifies the Borrowers that, pursuant to the requirements of the
Patriot Act and applicable U.K. law, it is required to obtain, verify and record
information that identifies each Borrower, which information includes the names
and addresses and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify each Borrower in accordance
with the Patriot Act and such applicable U.K. law.  The Borrowers
will, and will cause each of their Subsidiaries to, provide, to the extent
commercially reasonable or required by applicable law or regulation, such
information and take such actions as are reasonably requested by the
Administrative Agent or any Lenders in order to assist the Administrative Agent
and the Lenders in maintaining compliance with the Patriot Act and applicable
U.K. law.

     

    Section
10.19. Confidential
Information.  The
Administrative Agent, the Issuer and each Lender agree to hold all non-public
information (which has been identified in writing as such by the Borrowers to
the Administrative Agent and each Lender) obtained pursuant to this Agreement
and the other Loan Documents in accordance with its customary procedures for
handling confidential information, provided that
disclosure of such confidential information may be made (a) to the Affiliates,
examiners, directors, shareholders, accountants, auditors, counsel and other
professional advisors of the Administrative Agent, the Issuer and each Lender,
(b) in connection with any assignment or participation to an Assignee Lender or
Participant, as the case may be, so long as such Assignee Lender or Participant
has previously agreed to these confidentiality provisions, or (c) as required or
requested by any governmental agency, authority or representative, or pursuant
to any court order, legal process or applicable law, rule or regulation or in
connection with enforcement of any Obligations.

     

    Section
10.20. Existing Loans and
Obligations with Respect to Existing Letters of Credit.  Credit
extensions made by Existing Lenders shall, effective as of the Effective Date,
be evidenced and governed by this Agreement and the other Loan
Documents.

     

    Section
10.21. Effect of this
Agreement.  This
Agreement amends and restates the Existing Credit Agreement in its entirety and
is entitled to the benefit of all existing Loan Documents.  Any
reference in any other Loan Document to the “Credit Agreement,” “thereunder,”
“therein,” “thereof” or words of like import referring to the Existing Credit
Agreement shall mean and refer to this Agreement.  Any reference in
any other Loan Document to the “Obligations” or any similar term including or
referencing obligations under the Existing Credit Agreement shall include and
reference the Obligations as defined in this Agreement.  All
Obligations under the Existing Credit Agreement and the other Loan Documents
shall continue to be outstanding except as expressly modified by this Agreement
and shall be governed in all respects by this Agreement and the other Loan
Documents, it being agreed and understood by the parties hereto that this
Agreement does not constitute a novation, satisfaction, payment or reborrowing
of any Obligation under the Existing Credit Agreement or any other Loan Document
except as expressly modified by this Agreement, nor, except as expressly
provided herein, does it operate as a waiver of any right, power or remedy of
any Lender under any Loan Document.  The security interests granted
pursuant to any Loan Documents shall, as modified hereby, continue in full force
and effect, and are hereby affirmed, with respect to this Agreement and the
Obligations as defined herein.  In the event of a conflict between the
terms and provisions of this Agreement and the terms and provisions of any other
Loan Document, the terms and provisions of this Agreement shall
govern.

     

    
      
         


      

      
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the day
and year first above written.

       

      
 

      CHESAPEAKE
CORPORATION

      


      


      By:           /s/ Joel K. Mostrom

      Name:     
Joel K. Mostrom

      Title:       
Executive Vice President & CFO

      


      


      CHESAPEAKE
UK HOLDINGS LIMITED

      


      


      By:           /s/ J. P. Causey Jr.

      Name:     
J. P. Causey Jr.

      Title:       
Director



      BOXMORE
INTERNATIONAL LIMITED

      


      


      By:           /s/ J. P. Causey Jr.

      Name:     
J. P. Causey Jr.

      Title:       
Director



      CHESAPEAKE PLC
(FORMERLY KNOWN AS FIELD GROUP PLC)

      


      


      By:           /s/ J. P. Causey Jr.

      Name:     
J. P. Causey Jr.

      Title:       
Director

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        WACHOVIA
BANK, NATIONAL

        ASSOCIATION,

        as a
Lender and Administrative Agent

        


        


        By:           /s/ Reginald T. Dawson

        Name:     
Reginald T. Dawson

        Title:       
Managing Director

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        BANK OF
AMERICA, N.A.,

        as a
Lender

        


        


        By:           /s/ Patrick G. Honey

        Name:     
Patrick G. Honey

        Title:       
Senior Vice President

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        CREDIT
INDUSTRIAL ET COMMERCIAL,

        as a
Lender

        


        


        By:           /s/ Eric Longuet

        Name:     
Eric Longuet

        Title:        Vice
President

         

         

        By:    /s/ Albert Calo

        Name:     
Albert Calo

        Title:        Vice
President

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

         

        
          SUNTRUST
BANK,

          as a
Lender

          


          


          By:           /s/ Byron P. Kurtgis

          Name:     
Byron P. Kurtgis

          Title:       
Director

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

         

        
          HSBC BANK
PLC,

          as a
Lender

          


          


          By:           /s/ Kevin Lambert

          Name:     
Kevin Lambert

          Title:       
Manager

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

         

        
          CITICORP
NORTH AMERICA INC.,

          as a
Lender

          


          


          By:           /s/ Michael C. Becker

          Name:     
Michael C. Becker

          Title:       
MD

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

       

      
        Allied
Irish Banks p.l.c., as a Lender

        


        


        By:           /s/ Conor Ffrench

        Name:     
Conor Ffrench

        Title:        Senior
Manager

         

         

        By:    /s/ Peter McDonnell

        Name:     
Peter McDonnell

        Title:        Manager

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        AGREED
AND ACCEPTED BY:

         

        LENDER:

         

        KBC BANK, N.V.

        


        


        By:           /s/ Sandra T. Johnson

        Name:     
Sandra T. Johnson

        Title:        Managing
Director

         

         

        By:    /s/ Kimberly S. Engelbert

        Name:     
Kimberly S. Engelbert

        Title:        Director

      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    SCHEDULE
I

     

    


    DISCLOSURE
SCHEDULE TO CREDIT AGREEMENT

    


    


    


    [PLEASE
SEE ATTACHED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
II

     

    PERCENTAGES;
LIBOR OFFICE; DOMESTIC OFFICE; NOTICES

     

    


     

    [PLEASE
SEE ATTACHED]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
III

     

    
      	
               
      

            	
              ADDITIONAL
      COSTS

            


    

     

    
      	
              1.  

            	
              The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the United Kingdom’s Financial Services Authority (the
      “Financial
      Services Authority”) (or, in either case, any other authority which
      replaces all or any of its functions) or (b) the requirements of the
      European Central Bank.

            


    

     

    
      	
              2.  

            	
              On
      the first day of each Interest Period (or as soon as possible thereafter),
      the Administrative Agent shall calculate, as a percentage rate, a rate
      (the “Additional
      Cost Rate”) for each Lender in accordance with the paragraphs set
      out below.  The Mandatory Cost will be calculated by the
      Administrative Agent as a weighted average of the Lenders’ Additional Cost
      Rates (weighted in proportion to the percentage participation of each
      Lender in the relevant Loan) and will be expressed as a percentage rate
      per annum.

            


    

     

    
      	
              3.  

            	
              The
      Additional Cost Rate for any Lender lending from a lending office in a
      Participating Member State will be the percentage notified by that Lender
      to the Administrative Agent.  This percentage will be certified
      by that Lender in its notice to the Administrative Agent to be its
      reasonable determination of the cost (expressed as a percentage of that
      Lender’s participation in all Loans made from that lending office) of
      complying with the minimum reserve requirements of the European Central
      Bank in respect of loans made from that Lending
  Office.

            


    

     

    
      	
              4.  

            	
              The
      Additional Cost Rate for any Lender lending from a lending office in the
      United Kingdom will be calculated by the Administrative Agent as
      follows:

            


    

     

    (a)           in
relation to Credit Extensions denominated in Sterling:

     

    AB + C(B - D) + E
0.01                                                         per
cent. per annum

    100 - (A
+ C)

     

    (b)           in
relation to Credit Extensions denominated in Euros:

     

    E
0.01                                per
cent. per annum

    300

     

    Where:

     

    
      	
               
      

            	
              A

            	
              is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio
requirements.

            


    

     

    
      	
               
      

            	
              B

            	
              is
      the percentage rate of interest (excluding the Margin and Mandatory Cost
      and, if the same would otherwise apply, the Default Rate for the relevant
      Interest Period on the relevant
Loan.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              C

            	
              is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.

            


    

     

    
      	
               
      

            	
              D

            	
              is
      the percentage rate per annum payable by the Bank of England to the
      Administrative Agent on interest bearing Special
  Deposits.

            


    

     

    
      	
               
      

            	
              E

            	
              is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Administrative Agent as being the average of the
      most recent rates of charge supplied by the Reference Banks to the
      Administrative Agent pursuant to paragraph 7 below and expressed in pounds
      per £1,000,000.

            


    

     

    
      	
               
      

            	
              5.

            	
              For
      the purposes of this Schedule:

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Eligible
      Liabilities” has the meaning given to it from time to time under or
      pursuant to the Bank of England Act 1998 or (as may be appropriate) by the
      Bank of England;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Fees
      Rules” means the rules on periodic fees contained in the FSA Supervision
      Manual or such other law or regulation as may be in force from time to
      time in respect of the payment of fees for the acceptance of
      deposits;

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Fee
      Tariffs” means the fee tariffs specified in the Fees Rules under the
      activity group A.1 Deposit acceptors (ignoring any minimum fee or zero
      rated fee required pursuant to the Fees Rules but taking into account any
      applicable discount rate);

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Reference
      Banks” means the principal London Office of Wachovia Bank, National
      Association or such other bank as may be appointed by the Administrative
      Agent after consultation with the
Borrower;

            


    

     

    
      	
               
      

            	
              (e)

            	
              “Special
      Deposits” has the meanings given to it from time to time under or pursuant
      to the Bank of England Act 1998 or (as may be appropriate) by the Bank of
      England; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              “Tariff
      Base” has the meaning given to it in, and will be calculated in accordance
      with, the Fees Rules.

            


    

     

    
      	
              6.

            	
              In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e., 5 percent will be included in the formula
      as 5 and not as 0.05).  A negative result obtained by
      subtracting D from B shall be taken as zero.  The resulting
      figures shall be rounded to four decimal
places.

            


    

     

    
      	
              7.

            	
              If
      requested by the Administrative Agent, each Reference Bank shall, as soon
      as practicable after publication by the Financial Services Authority,
      supply to the Administrative Agent the rate of charge payable by that
      Reference Bank to the Financial Services Authority pursuant to the Fees
      Rules in respect of the relevant financial year of the Financial Services
      Authority (calculated for this purpose by that Reference Bank as being the
      average of the Fee Tariffs applicable to that Reference Bank for that
      financial year) and expressed in pounds per £1,000,000 of the Tariff Base
      of that Reference Bank.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Each
      Lender shall supply any information required by the Administrative Agent
      for the purpose of calculating its Additional Cost Rate.  In
      particular, but without limitation, each Lender shall supply the following
      information on or prior to the date on which it becomes a
      Lender:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      jurisdiction of its lending office;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other information that the Administrative Agent may reasonably require for
      such purpose.

            


    

     

    
      	
               
      

            	
              Each
      Lender shall promptly notify the Administrative Agent of any change to the
      information provided by it pursuant to this
  paragraph.

            


    

     

    
      	
              9.

            	
              The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be
      determined by the Administrative Agent based upon the information supplied
      to it pursuant to paragraphs 7 and 8 above and on the assumption that,
      unless a Lender notifies the Administrative Agent to the contrary, each
      Lender’s obligations in relation to cash ratio deposits and Special
      Deposits are the same as those of a typical bank from its jurisdiction of
      incorporation with a lending office in the same jurisdiction as its
      lending office.

            


    

     

    
      	
              10.

            	
              The
      Administrative Agent shall have no liability to any person if such
      determination results in an Additional Cost Rate which over or under
      compensates any Lender and shall be entitled to assume that the
      information provided by any Lender or Reference Bank pursuant to
      paragraphs 3, 7 and 8 above is true and correct in all
      respects.

            


    

     

    
      	
              11.

            	
              The
      Administrative Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Additional
      Cost Rate for each Lender based on the information provided by each Lender
      and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.

            


    

     

    
      	
              12.

            	
              Any
      determination by the Administrative Agent pursuant to this Schedule
      1.01(e) in relation to a formula, the Mandatory Cost, an Additional Cost
      Rate or any amount payable to a Lender shall, in the absence of manifest
      error, be conclusive and binding on all
parties.

            


    

     

    
      	
              13.

            	
              The
      Administrative Agent may from time to time after consultation with the
      Parent and the Lenders, determine and notify all parties hereto of any
      amendments which are required to be made to this Schedule in order to
      comply with any change in laws, regulation or any requirements from time
      to time imposed by the Bank of England, the Financial Services Authority
      or the European central Bank (or, in any case, any other authority which
      replaces all or any of its functions) and any such determination shall, in
      the absence of manifest error, be conclusive and binding on the parties
      hereto.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
IV

     

    FISCAL
YEAR PERIOD END DATES

    


    
      	 
      
	
              Period

            	
              Weeks
      in Period

            	
              Period
      Ends

            
	
              1

            	
              5

            	
              Sunday,
      February 03, 2008

            
	
              2

            	
              4

            	
              Sunday,
      March 02, 2008

            
	
              3

            	
              4

            	
              Sunday,
      March 30, 2008

            
	
              4

            	
              5

            	
              Sunday,
      May 04, 2008

            
	
              5

            	
              4

            	
              Sunday,
      June 01, 2008

            
	
              6

            	
              4

            	
              Sunday,
      June 29, 2008

            
	
              7

            	
              5

            	
              Sunday,
      August 03, 2008

            
	
              8

            	
              4

            	
              Sunday,
      August 31, 2008

            
	
              9

            	
              4

            	
              Sunday,
      September 28, 2008

            
	
              10

            	
              5

            	
              Sunday,
      November 02, 2008

            
	
              11

            	
              4

            	
              Sunday,
      November 30, 2008

            
	
              12

            	
              4

            	
              Sunday,
      December 28, 2008

            
	 
      	 
      	 
      
	
              1

            	
              5

            	
              Sunday,
      February 1, 2009

            
	
              2

            	
              4

            	
              Sunday,
      March 1, 2009

            
	
              3

            	
              4

            	
              Sunday,
      March 29, 2009

            
	
              4

            	
              5

            	
              Sunday,
      May 3, 2009

            
	
              5

            	
              4

            	
              Sunday,
      May 31, 2009

            
	
              6

            	
              4

            	
              Sunday,
      June 28, 2009

            
	
              7

            	
              5

            	
              Sunday,
      August 2, 2009

            
	
              8

            	
              4

            	
              Sunday,
      August 30, 2009

            
	
              9

            	
              4

            	
              Sunday,
      September 27, 2009

            
	
              10

            	
              5

            	
              Sunday,
      November 1, 2009

            
	
              11

            	
              4

            	
              Sunday,
      November 29, 2009

            
	
              12

            	
              5

            	
              Sunday,
      January 3, 2010

            
	 
      	 
      	 
      
	
              1

            	
              5

            	
              Sunday,
      February 7, 2010

            
	
              2

            	
              4

            	
              Sunday,
      March 7, 2010

            
	
              3

            	
              4

            	
              Sunday,
      April 4, 2010

            
	
              4

            	
              5

            	
              Sunday,
      May 9, 2010

            
	
              5

            	
              4

            	
              Sunday,
      June 6, 2010

            
	
              6

            	
              4

            	
              Sunday,
      July 4, 2010

            
	
              7

            	
              5

            	
              Sunday,
      August 8, 2010

            
	
              8

            	
              4

            	
              Sunday,
      September 5, 2010

            
	
              9

            	
              4

            	
              Sunday,
      October 3, 2010

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              Period

            	
              Weeks
      in Period

            	
              Period
      Ends

            
	
              10

            	
              5

            	
              Sunday,
      November 7, 2010

            
	
              11

            	
              4

            	
              Sunday,
      December 5, 2010

            
	
              12

            	
              4

            	
              Sunday,
      January 2, 2011

            
	 
      	 
      	 
      
	
              1

            	
              5

            	
              Sunday,
      February 6, 2011

            
	
              2

            	
              4

            	
              Sunday,
      March 6, 2011

            
	
              3

            	
              4

            	
              Sunday,
      April 3, 2011

            
	
              4

            	
              5

            	
              Sunday,
      May 8, 2011

            
	
              5

            	
              4

            	
              Sunday,
      June 5, 2011

            
	
              6

            	
              4

            	
              Sunday,
      July 3, 2011

            
	
              7

            	
              5

            	
              Sunday,
      August 7, 2011

            
	
              8

            	
              4

            	
              Sunday,
      September 4, 2011

            
	
              9

            	
              4

            	
              Sunday,
      October 2, 2011

            
	
              10

            	
              5

            	
              Sunday,
      November 6, 2011

            
	
              11

            	
              4

            	
              Sunday,
      December 4, 2011

            
	
              12

            	
              4

            	
              Sunday,
      January 1, 2012

            
	 
      	 
      	 
      
	
              1

            	
              5

            	
              Sunday,
      February 5, 2012

            
	
              2

            	
              4

            	
              Sunday,
      March 4, 2012

            
	
              3

            	
              4

            	
              Sunday,
      April 1, 2012

            
	
              4

            	
              5

            	
              Sunday,
      May 6, 2012

            
	
              5

            	
              4

            	
              Sunday,
      June 3, 2012

            
	
              6

            	
              4

            	
              Sunday,
      July 1, 2012

            
	
              7

            	
              5

            	
              Sunday,
      August 5, 2012

            
	
              8

            	
              4

            	
              Sunday,
      September 2, 2012

            
	
              9

            	
              4

            	
              Sunday,
      September 30, 2012

            
	
              10

            	
              5

            	
              Sunday,
      November 4, 2012

            
	
              11

            	
              4

            	
              Sunday,
      December 2, 2012

            
	
              12

            	
              4

            	
              Sunday,
      December 30, 2012

            
	 
      	 
      	 
      
	
              1

            	
              5

            	
              Sunday,
      February 3, 2013

            
	
              2

            	
              4

            	
              Sunday,
      March 3, 2013

            
	
              3

            	
              4

            	
              Sunday,
      March 31, 2013

            
	
              4

            	
              5

            	
              Sunday,
      May 5, 2013

            
	
              5

            	
              4

            	
              Sunday,
      June 2, 2013

            
	
              6

            	
              4

            	
              Sunday,
      June 30, 2013

            
	
              7

            	
              5

            	
              Sunday,
      August 4, 2013

            
	
              8

            	
              4

            	
              Sunday,
      September 1, 2013

            
	
              9

            	
              4

            	
              Sunday,
      September 29, 2013

            
	
              10

            	
              5

            	
              Sunday,
      November 3, 2013

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              Period

            	
              Weeks
      in Period

            	
              Period
      Ends

            
	
              11

            	
              4

            	
              Sunday,
      December 1, 2013

            
	
              12

            	
              4

            	
              Sunday,
      December 29, 2013

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
V

     

    


     

    PENSION
AND WELFARE PLAN LIABILITIES

     

    


     

    Funding
of Foreign Pension Plans:

     

    
      	
              ·  

            	
              The
      last actuarial valuation of the Field Group Pension Plan (as at April 5,
      2006) revealed a funding deficit of £43m on an ongoing and £131.9m on a
      buy-out basis. The most recent update of the funding position received by
      Chesapeake PLC (as at October 31, 2008 and conducted on a rolled-forward
      valuation basis) revealed a deficit of £64.4m on an ongoing and £151m on a
      buy-out basis.

            


    

     

    


     

    
      	
              ·  

            	
              The
      last actuarial valuation of the Boxmore Group Pension Scheme (as at April
      5, 2007) revealed a funding surplus of £1.04m on an ongoing and a deficit
      of £13.22m on a buy-out basis. The most recent update of the funding
      position received by the sponsoring employers (as at October 31, 2008 and
      conducted on a rolled-forward valuation basis) revealed a deficit of
      £2.559m on an ongoing and £8.353m on a buy-out
  basis.

            


    

     

    


     

    
      	
              ·  

            	
              The
      last actuarial valuation of the GCM Retirement Benefits Scheme (as at
      February 1, 2007) revealed a surplus on an ongoing and PPF funding basis,
      but a small deficit (approximately £300,000) on a buy-out
      basis.

            


    

     

    


     

    
      	
              ·  

            	
              The
      German pension schemes consist of two unfunded arrangements (in Melle and
      Düren) and four individual funded agreements in Stuttgart. In relation to
      the funded agreements, as at December 31, 2008 the liabilities amounted to
      3.0 million EUR (assessed in accordance with German tax law) and the
      associated funds had a value of approximately 2.5 million EUR. There is no
      statutory funding requirement in
Germany.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
VI

     

    NON-U.S.
SECURITY DOCUMENTS

     

    England
and Wales

     

    English
law debenture dated 30 December 2008 between Chesapeake UK Holdings Limited,
Chesapeake UK Acquisitions plc, Chesapeake plc, Field Boxmore Bristol (Holdings)
Limited, Chesapeake Bristol Limited, Chesapeake & Sons Limited, Chesapeake
Plastics Limited, First Carton Group Limited, Lithoprint Holdings Limited,
Chesapeake Hillington Limited, Chesapeake Corporation, Chesapeake International
Holding Company, Field Boxmore Ireland Limited and Boxmore International Limited
as Chargors and Wachovia Bank, National Association as Administrative
Agent.

     

    Scotland

     

    Standard
Security Agreement over land at East Kilbridge dated 30 December 2008 between
Chesapeake plc as Chargor and Wachovia Bank, National Association as
Administrative Agent.

     

    Deed of
Pledge of Shares over shares in Lithoprint Holdings Limited dated
20  December 2008 between Chesapeake plc as Chargor and Wachovia Bank,
National Association as Administrative Agent.

     

    Deed of
Pledge of Shares over shares in Chesapeake Hillington Limited dated
20  December 2008 between Lithoprint Holdings Limited as Chargor and
Wachovia Bank, National Association as Administrative Agent.

     

    Bond and
Floating Charge over all assets dated 30 December 2008 between Chesapeake
Hillington Limited as Chargor and Wachovia Bank, National Association as
Administrative Agent.

     

    Bond and
Floating Charge over all assets dated 30 December 2008 between Lithoprint
Holdings Limited as Chargor and Wachovia Bank, National Association as
Administrative Agent.

     

    Northern
Ireland

     

    Northern
Irish law debenture dated 30 December 2008 between Boxmore International
Limited, Chesapeake Belfast Limited, William W. Cleland Holdings Limited,
Chesapeake UK Acquisitions plc and Chesapeake plc as Chargors and Wachovia Bank,
National Association as Administrative Agent.

     

    Republic
of Ireland

     

    Irish law
debenture dated 30 December 2008 between BPG Healthcare Systems Limited,
Chesapeake Pharmaceutical and Healthcare Packaging (Dublin) Limited, Field
Boxmore Limerick Limited, Field Boxmore Westport Limited, Boxmore Plastics
Limited, Berry’s (Holdings) Limited, Field Boxmore Ireland Limited, Boxmore
International Limited, Chesapeake & Sons and Chesapeake plc as Chargors and
Wachovia Bank, National Association as Administrative Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    English Law Guarantee and
Security Documents executed in May 2008:

     

    England
& Wales

     

    English
law debenture dated 19 May 2008 between Chesapeake UK Holdings Limited,
Chesapeake UK Acquisitions plc, Chesapeake plc, Field Boxmore Bristol (Holdings)
Limited, Chesapeake Bristol Limited, Chesapeake & Sons Limited, Chesapeake
Plastics Limited, First Carton Group Limited, Lithoprint Holdings Limited,
Chesapeake Hillington Limited, Chesapeake Corporation, Chesapeake International
Holding Company, Field Boxmore Ireland Limited and  Boxmore
International Limited as Chargors and Wachovia Bank, National Association as
Administrative Agent.

     

    Scotland

     

    Standard
Security Agreement over land at East Kilbridge dated 15 May 2008 between
Chesapeake plc as Chargor and Wachovia Bank, National Association as
Administrative Agent.

     

    Deed of
Pledge of Shares over shares in Lithoprint Holdings Limited dated 15 May 2008
between Chesapeake plc as Chargor and Wachovia Bank, National Association as
Administrative Agent.

     

    Deed of
Pledge of Shares over shares in Chesapeake Hillington Limited dated 15 May 2008
between Lithoprint Holdings Limited as Chargor and Wachovia Bank, National
Association as Administrative Agent.

     

    Bond and
Floating Charge over all assets dated 15 May 2008 between Chesapeake Hillington
Limited as Chargor and Wachovia Bank, National Association as Administrative
Agent.

     

    Bond and
Floating Charge over all assets dated 15 May 2008 between Lithoprint Holdings
Limited as Chargor and Wachovia Bank, National Association as Administrative
Agent.

     

    Northern
Ireland

     

    Northern
Irish law debenture dated 19 May 2008 between Boxmore International Limited,
Chesapeake Belfast Limited, William W. Cleland Holdings Limited, Chesapeake UK
Acquisitions plc and Chesapeake plc as Chargors and Wachovia Bank, National
Association as Administrative Agent.

     

    Republic
of Ireland

     

    Irish law
debenture dated 19 May 2008 between BPG Healthcare Systems Limited, Chesapeake
Pharmaceutical and Healthcare Packaging (Dublin) Limited, Field Boxmore Limerick
Limited, Field Boxmore Westport Limited, Boxmore Plastics Limited, Berry’s
(Holdings) Limited, Field Boxmore Ireland Limited, Boxmore International
Limited, Chesapeake & Sons and Chesapeake plc as Chargors and Wachovia Bank,
National Association as Administrative Agent.

     

    New York Law Guarantee and
Security Documents executed in May 2008:

     

    England
& Wales

     

    Subsidiary
guarantee dated 15 May 2008 between Chesapeake & Sons Limited, Field Boxmore
Bristol (Holdings) Limited, Chesapeake Plastics Limited, Chesapeake Bristol
Limited, First Carton Group Limited as guarantors and Wachovia Bank, National
Association as Administrative Agent.

     

    Scotland

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subsidiary
guarantee dated 15 May 2008 between Lithoprint Holdings Limited, Chesapeake
Hillington Limited as guarantors and Wachovia Bank, National Association as
Administrative Agent.

     

    Northern
Ireland

     

    Subsidiary
guarantee dated 16 May 2008 between Chesapeake Belfast Limited and William W.
Cleland Holdings Limited as guarantors and Wachovia Bank, National Association
as Administrative Agent.

     

    Republic
of Ireland

     

    Subsidiary
guarantee dated 16 May 2008 between Field Boxmore Ireland Limited, BPG
Healthcare Systems Limited, Berry’s (Holdings) Limited, Chesapeake
Pharmaceutical and Healthcare Packaging (Dublin) Limited, Field Boxmore Limerick
Limited, Field Boxmore Westport Limited, Boxmore Plastics Limited as guarantors
and Wachovia Bank, National Association as Administrative Agent.

     

    
      


       

      


    

    Belgium

     

    Pledge
agreement dated 28 August 2008 relating to the shares of Chesapeake Gent N.V.,
Chesapeake Brussels N.V., Chesapeake Bornem N.V and Chesapeake Shared Services
Benelux N.V. granted by Chesapeake & Sons Limited, Chesapeake plc, Boxmore
International Limited, Field Boxmore GB Limited, Chesapeake Gent N.V. and
Chesapeake Shared Services Benelux N.V. as Pledgors and Wachovia Bank, National
Association as Pledgee.

     

    Pledge
agreement dated 28 August 2008 relating to bank accounts granted by Chesapeake
Gent N.V, Chesapeake Brussels N.V, Chesapeake Bornem N.V and Chesapeake Shared
Services Benelux N.V as Pledgors and Wachovia Bank, National Association as
Pledgee.

     

    Pledge
agreement dated 28 August 2008 relating to receivables granted by Chesapeake
Gent N.V, Chesapeake Brussels N.V, Chesapeake Bornem N.V and Chesapeake Shared
Services Benelux N.V as Pledgors and Wachovia Bank, National Association as
Pledgee.

     

    Pledge
agreement dated 28 August 2008 relating to the business of Chesapeake Gent N.V,
Chesapeake Brussels N.V and Chesapeake Bornem N.V as Pledgors and Wachovia Bank,
National Association as Pledgee.

     

    Irrevocable
mandate dated 28 August 2008 to establish a pledge over the business of
Chesapeake Gent N.V, Chesapeake Brussels N.V and Chesapeake Bornem
N.V.

     

    
      


       

      


    

    France

     

    Pledge
over shares dated 1 August 2008 granted by Chesapeake & Sons Limited in
favour of Wachovia Bank, National Association and confirmation of
pledge.

     

    Pledge
over shares dated 1 August 2008 granted by Field Packaging Limited in favour of
Wachovia Bank, National Association.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Pledge
over shares dated 1 August 2008 granted by Chesapeake PLC in favour of Wachovia
Bank, National Association.

     

    
      


       

      


    

    Germany

     

    Global
assignment agreement dated 31 July 2008 between Chesapeake Düren GmbH,
Chesapeake Melle GmbH, Chesapeake Stuttgart GmbH, Chesapeake Neu-Isenburg GmbH
and Wachovia Bank, National Association.

     

    Account
pledge agreement dated 31 July 2008 between Chesapeake Düren GmbH, Chesapeake
Melle GmbH, Chesapeake Stuttgart GmbH, Chesapeake Deutschland GmbH, Wachovia
Bank, National Association and the financial institutions named
therein.

     

    Security
purpose agreement relating to mortgages dated 31 July 2008 between Chesapeake
Düren GmbH, Chesapeake Melle GmbH, Chesapeake Stuttgart GmbH and Wachovia Bank,
National Association.

     

    Security
transfer agreement relating to assets agreement dated 31 July 2008 between
Chesapeake Düren GmbH, Chesapeake Melle GmbH, Chesapeake Stuttgart GmbH,
Chesapeake Neu-Isenburg GmbH and Wachovia Bank, National
Association.

     

    Deed of
creation of joint registered land charge of acknowledgement of debt and for the
submission to immediate enforcement dated 22 July 2008 between Chesapeake Düren
GmbH, Chesapeake Melle GmbH and Chesapeake Stuttgart GmbH.

     

    Share
pledge agreement granted by First Carton Group Limited and Chesapeake
Deutschland GmbH in favour of Wachovia Bank, National Association dated 31 July
2008.

     

    
      


       

      


    

    Netherlands

     

    Pledge
over bank accounts dated 31 July 2008 between Chesapeake Oss BV and Wachovia
Bank, National Association.

     

    Pledge
over receivables dated 31 July 2008 between Chesapeake Oss BV and Wachovia Bank,
National Association.

     

    Pledge
over intercompany receivables dated 31 July 2008 between Chesapeake Oss BV and
Wachovia Bank, National Association and notice.

     

    Pledge
over movable assets dated 31 July 2008 between Chesapeake Oss BV and Wachovia
Bank, National Association.

     

    Pledge
over insurance receivables dated 31 July 2008 between Chesapeake Oss BV and
Wachovia Bank, National Association and notices.

     

    Deed of
mortgage dated 31 July 2008 between Chesapeake Oss BV and Wachovia Bank,
National Association.

     

    Pledge
over shares in Chesapeake Oss B.V. granted by Chesapeake & Sons Limited in
favour of Wachovia Bank, National Association dated 31 July 2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
VII

     

    PERMITTED
DISPOSITIONS

     

    


     

    


     

     

    


     

    
      	
              Asset
      to be sold

            	
              Purchase
      Price

            	
              Anticipated
      Date of Sale

            	
              Purchaser

            
	
              1.
      Sale of Chesapeake PLC’s 10% interest in Weidenhammer J.V.

               

            	
              1.  £1

               

               

               

            	
              1.  December
      31, 2008

               

               

               

            	
              1.  ABRO
      Weidenhammer GmbH, a German company

               

               

            
	 
      

              2.
      Sale of land located at Albert Van Cotthemstraat, 54, 1600
      Sint-Pieters-Leeuw, Belgium

            	 
      

              2.  EUR
      1,850,000

            	 
      

              2.  January
      13, 2009

            	 
      

              2.  Heisanthi
      NV, a Belgian company

            


    

    


    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
VIII

     

    INSOLVENT
MATERIAL SUBSIDIARIES

     

    


     

    Boxmore
Healthcare Packaging Europe BVBA

     

    Viprint
BVBA

     

    Wiliam W
Cleland (Northern Ireland)

     

    Chesapeake
Hillington Limited (Scotland)

     

    Chesapeake
Frankfurt GmbH (Germany)

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


      TABLE OF
CONTENTS

       

      Page

       

       

      ARTICLE
I

       

      DEFINITIONS
AND ACCOUNTING TERMS

       

      
        	
                Section
      1.1.

              	
                Defined
      Terms

              	
                2

              
	
                Section
      1.2.

              	
                Use
      of Defined Terms

              	
                27

              
	
                Section
      1.3.

              	
                Cross-References

              	
                27

              
	
                Section
      1.4.

              	
                Accounting
      and Financial Determinations

              	
                27

              
	
                Section
      1.5.

              	
                Parent
      as Sole Agent for Borrowers

              	
                28

              


      

       

      ARTICLE
II

       

      COMMITMENTS,
BORROWING AND ISSUANCE

      PROCEDURES,
NOTES AND EXISTING LETTERS OF CREDIT

       

      
        	
                Section
      2.1.

              	
                Existing
      Loans and Existing Letters of Credit

              	
                28

              
	
                Section
      2.1.1.

              	
                Post-Petition
      Loan Commitments

              	
                28

              
	
                Section
      2.1.2.

              	
                [Reserved]

              	
                29

              
	
                Section
      2.1.3.

              	
                [Reserved]

              	
                29

              
	
                Section
      2.2.

              	
                Reduction
      of the Post-Petition Commitment Amount

              	
                29

              
	
                Section
      2.2.1.

              	
                Optional
      Reductions of Post-Petition Loan Commitment Amount

              	
                29

              
	
                Section
      2.2.2.

              	
                Mandatory
      Reductions of Post-Petition Loan Commitment Amount.

              	
                29

              
	
                Section
      2.3.

              	
                Borrowing
      Procedures for Post-Petition Loans

              	
                29

              
	
                Section
      2.3.1.

              	
                Borrowing
      Procedure for Post-Petition Loans

              	
                29

              
	
                Section
      2.3.2.

              	
                [Reserved]

              	
                30

              
	
                Section
      2.3.3.

              	
                [Reserved]

              	
                30

              
	
                Section
      2.4.

              	
                Continuation
      and Conversion Elections Applicable to All Loans

              	
                30

              
	
                Section
      2.5.

              	
                Funding
      Applicable to All Loans

              	
                30

              
	
                Section
      2.6.

              	
                Existing
      Letters of Credit

              	
                30

              
	
                Section
      2.6.1.

              	
                Other
      Lenders’ Participation

              	
                30

              
	
                Section
      2.6.2.

              	
                Disbursements

              	
                31

              
	
                Section
      2.6.3.

              	
                Reimbursement

              	
                31

              
	
                Section
      2.6.4.

              	
                Deemed
      Disbursements

              	
                31

              
	
                Section
      2.6.5.

              	
                Nature
      of Reimbursement Obligations

              	
                32

              
	
                Section
      2.7.

              	
                [Reserved]

              	
                32

              
	
                Section
      2.8.

              	
                Register;
      Notes

              	
                33

              
	
                Section
      2.9.

              	
                Multi-Currency
      Loans

              	
                33

              
	
                Section
      2.9.1.

              	
                Determination
      of Dollar Equivalents

              	
                33

              
	
                Section
      2.9.2.

              	
                Notification
      of Availability

              	
                34

              
	
                Section
      2.9.3.

              	
                Consequences
      of Non-Availability

              	
                34

              
	
                Section
      2.9.4.

              	
                Automatic
      Conversions

              	
                34

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
III

      


      REPAYMENTS,
PREPAYMENTS, INTEREST AND FEES

      


      
        	
                Section
      3.1.

              	
                Repayments
      and Prepayments; Application

              	
                34

              
	
                Section
      3.1.1.

              	
                Repayments
      and Prepayments

              	
                34

              
	
                Section
      3.1.2.

              	
                Application

              	
                37

              
	
                Section
      3.2.

              	
                Interest
      Provisions

              	
                38

              
	
                Section
      3.2.1.

              	
                Rates

              	
                38

              
	
                Section
      3.2.2.

              	
                Post-Petition
      Default Rates

              	
                38

              
	
                Section
      3.2.3.

              	
                Payment
      Dates

              	
                38

              
	
                Section
      3.3.

              	
                Fees

              	
                39

              
	
                Section
      3.3.1.

              	
                Commitment
      Fee

              	
                39

              
	
                Section
      3.3.2.

              	
                Agent’s
      Fees, etc.

              	
                39

              
	
                Section
      3.3.3.

              	
                Existing
      Letter of Credit Fee

              	
                39

              
	
                Section
      3.3.4.

              	
                Payment
      Limitations.

              	
                39

              
	
                Section
      3.4.

              	
                Priority
      and Liens

              	
                39

              


      

       

      ARTICLE
IV

       

      CERTAIN
LIBO RATE AND OTHER PROVISIONS, BORROWER GUARANTIES

       

      
        	
                Section
      4.1.

              	
                LIBO
      Rate Lending Unlawful

              	
                40

              
	
                Section
      4.2.

              	
                Deposits
      Unavailable

              	
                40

              
	
                Section
      4.3.

              	
                Increased
      LIBO Rate Loan Costs, etc.

              	
                41

              
	
                Section
      4.4.

              	
                Funding
      Losses

              	
                41

              
	
                Section
      4.5.

              	
                Increased
      Capital Costs

              	
                42

              
	
                Section
      4.6.

              	
                Taxes

              	
                43

              
	
                Section
      4.7.

              	
                Payments,
      Computations, etc.

              	
                51

              
	
                Section
      4.8.

              	
                Sharing
      of Payments

              	
                52

              
	
                Section
      4.9.

              	
                Setoff

              	
                52

              
	
                Section
      4.10.

              	
                Guaranty
      Provisions

              	
                52

              
	
                Section
      4.10.1.

              	
                Guaranty

              	
                53

              
	
                Section
      4.10.2.

              	
                Guaranty
      Absolute, etc.

              	
                53

              
	
                Section
      4.10.3.

              	
                Reinstatement,
      etc.

              	
                54

              
	
                Section
      4.10.4.

              	
                Waiver,
      etc.

              	
                54

              
	
                Section
      4.10.5.

              	
                Postponement
      of Subrogation, etc.

              	
                54

              
	
                Section
      4.10.6.

              	
                Guaranty
      Limitations

              	
                54

              
	
                Section
      4.11.

              	
                Defaulting
      Lenders

              	
                54

              


      

       

      ARTICLE
V

       

      CONDITIONS
TO EFFECTIVENESS AND FUTURE CREDIT EXTENSIONS

       

      
        	
                Section
      5.1.

              	
                Effectiveness

              	
                55

              
	
                Section
      5.1.1.

              	
                Resolutions,
      etc.

              	
                55

              
	
                Section
      5.1.2.

              	
                Closing
      Fees, Expenses, etc.

              	
                56

              
	
                Section
      5.1.3.

              	
                Delivery
      of Notes

              	
                56

              
	
                Section
      5.1.4.

              	
                Opinions
      of Counsel

              	
                56

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                Section
      5.1.5.

              	
                [Reserved]

              	
                56

              
	
                Section
      5.1.6.

              	
                Pledge
      Agreements and Security Agreement

              	
                57

              
	
                Section
      5.1.7.

              	
                Guarantees

              	
                57

              
	
                Section
      5.1.8.

              	
                Closing
      Date Certificate

              	
                57

              
	
                Section
      5.1.9.

              	
                Material
      Adverse Change

              	
                57

              
	
                Section
      5.1.10.

              	
                Financial
      Information, etc.

              	
                57

              
	
                Section
      5.1.11.

              	
                Intercreditor
      Agreement

              	
                57

              
	
                Section
      5.1.12.

              	
                Non-U.S.
      Obligors Company Searches

              	
                57

              
	
                Section
      5.1.13.

              	
                Petition
      Date

              	
                58

              
	
                Section
      5.1.14.

              	
                Interim
      Order

              	
                58

              
	
                Section
      5.1.15.

              	
                First
      Day Orders

              	
                58

              
	
                Section
      5.1.16.

              	
                Budget

              	
                58

              
	
                Section
      5.1.17.

              	
                363
      Sale

              	
                58

              
	
                Section
      5.2.

              	
                All
      Credit Extensions

              	
                58

              
	
                Section
      5.2.1.

              	
                Credit
      Extension Limitation.

              	
                58

              
	
                Section
      5.2.2.

              	
                Compliance
      with Warranties, No Default, etc.

              	
                58

              
	
                Section
      5.2.3.

              	
                Credit
      Extension Request, etc.

              	
                59

              
	
                Section
      5.2.4.

              	
                Satisfactory
      Legal Form

              	
                59

              


      

       

      ARTICLE
VI

       

      REPRESENTATIONS
AND WARRANTIES

       

      
        	
                Section
      6.1.

              	
                Organization,
      etc.

              	
                59

              
	
                Section
      6.2.

              	
                Due
      Authorization, Non-Contravention, etc.

              	
                60

              
	
                Section
      6.3.

              	
                Government
      Approval, Regulation, etc.

              	
                60

              
	
                Section
      6.4.

              	
                Validity,
      etc.

              	
                60

              
	
                Section
      6.5.

              	
                Financial
      Information

              	
                60

              
	
                Section
      6.6.

              	
                No
      Material Adverse Change

              	
                60

              
	
                Section
      6.7.

              	
                Litigation,
      Labor Controversies, etc

              	
                60

              
	
                Section
      6.8.

              	
                Subsidiaries

              	
                61

              
	
                Section
      6.9.

              	
                Ownership
      of Properties

              	
                61

              
	
                Section
      6.10.

              	
                Taxes

              	
                61

              
	
                Section
      6.11.

              	
                Pension
      and Welfare Plans

              	
                61

              
	
                Section
      6.12.

              	
                Multiemployer
      Plan

              	
                62

              
	
                Section
      6.13.

              	
                Environmental
      Warranties

              	
                62

              
	
                Section
      6.14.

              	
                Accuracy
      of Information

              	
                63

              
	
                Section
      6.15.

              	
                Regulations
      T, U and X

              	
                63

              
	
                Section
      6.16.

              	
                Solvency

              	
                63

              
	
                Section
      6.17.

              	
                Compliance
      with Laws

              	
                64

              
	
                Section
      6.18.

              	
                No
      Contractual or Other Restrictions

              	
                64

              
	
                Section
      6.19.

              	
                Absence
      of any Undisclosed Liabilities

              	
                64

              
	
                Section
      6.20.

              	
                Labor
      Relations

              	
                64

              
	
                Section
      6.21.

              	
                Perfection
      of Security Interest

              	
                64

              
	
                Section
      6.22.

              	
                Anti-Terrorism
      Laws

              	
                65

              
	
                Section
      6.23.

              	
                No
      Default

              	
                65

              
	
                Section
      6.24.

              	
                Deposit
      and Disbursement Accounts

              	
                65

              
	
                Section
      6.25.

              	
                Centres
      of Main Interests

              	
                65

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       ARTICLE
VII

      


      COVENANTS

      


      
        	
                Section
      7.1.

              	
                Affirmative
      Covenants

              	
                65

              
	
                Section
      7.1.1.

              	
                Financial
      Information, Reports, Notices, etc.

              	
                65

              
	
                Section
      7.1.2.

              	
                Maintenance
      of Existence; Compliance with Laws, etc.

              	
                68

              
	
                Section
      7.1.3.

              	
                Maintenance
      of Properties

              	
                68

              
	
                Section
      7.1.4.

              	
                Insurance

              	
                68

              
	
                Section
      7.1.5.

              	
                Books
      and Records

              	
                68

              
	
                Section
      7.1.6.

              	
                Environmental
      Law Covenant

              	
                69

              
	
                Section
      7.1.7.

              	
                Use
      of Proceeds

              	
                69

              
	
                Section
      7.1.8.

              	
                Foreign
      Employee Benefit Plan Compliance

              	
                69

              
	
                Section
      7.1.9.

              	
                Future
      Subsidiary Guarantors, Security, etc.

              	
                70

              
	
                Section
      7.1.10.

              	
                “Know
      Your Client” Requests

              	
                70

              
	
                Section
      7.1.11.

              	
                Account
      Control Agreements.

              	
                71

              
	
                Section
      7.1.12.

              	
                Sale
      Motion

              	
                71

              
	
                Section
      7.1.13.

              	
                DIP
      Financing Orders

              	
                71

              
	
                Section
      7.1.14.

              	
                BNP
      Paribas Waiver

              	
                71

              
	
                Section
      7.2.

              	
                Negative
      Covenants

              	
                72

              
	
                Section
      7.2.1.

              	
                Business
      Activities

              	
                72

              
	
                Section
      7.2.2.

              	
                Indebtedness

              	
                72

              
	
                Section
      7.2.3.

              	
                Liens

              	
                73

              
	
                Section
      7.2.4.

              	
                Financial
      Condition and Operations

              	
                74

              
	
                Section
      7.2.5.

              	
                Investments

              	
                75

              
	
                Section
      7.2.6.

              	
                Restricted
      Payments, etc.

              	
                76

              
	
                Section
      7.2.7.

              	
                Capital
      Securities of Subsidiaries

              	
                76

              
	
                Section
      7.2.8.

              	
                Consolidation,
      Merger, etc.

              	
                76

              
	
                Section
      7.2.9.

              	
                Permitted
      Dispositions

              	
                76

              
	
                Section
      7.2.10.

              	
                Purchases
      of Inventory; Goods and Services

              	
                76

              
	
                Section
      7.2.11.

              	
                Modification
      of Certain Agreements

              	
                76

              
	
                Section
      7.2.12.

              	
                Transactions
      with Affiliates

              	
                76

              
	
                Section
      7.2.13.

              	
                Restrictive
      Agreements, etc.

              	
                77

              
	
                Section
      7.2.14.

              	
                Amendment
      of Organic Documents

              	
                77

              
	
                Section
      7.2.15.

              	
                Changes
      to Fiscal Year

              	
                77

              
	
                Section
      7.2.16.

              	
                No
      Prepayment of Senior Subordinated Notes

              	
                77

              
	
                Section
      7.2.17.

              	
                Investments,
      etc. in Inactive Subsidiaries & Immaterial
Subsidiaries

              	
                77

              
	
                Section
      7.2.18.

              	
                Chapter
      11 Claims

              	
                78

              
	
                Section
      7.2.19.

              	
                Limitation
      on Prepayments and Pre-Petition Obligations

              	
                78

              
	
                Section
      7.2.20.

              	
                Centres
      of Main Interest

              	
                78

              
	
                Section
      7.2.21.

              	
                Limitation
      on Payments under the 363 Asset Purchase Agreement

              	
                78

              


      

      


      ARTICLE
VIII

      


      EVENTS OF
DEFAULT

      


      
        	
                Section
      8.1.

              	
                Listing
      of Events of Default

              	
                78

              
	
                Section
      8.1.1.

              	
                Non-Payment
      of Obligations

              	
                79

              
	
                Section
      8.1.2.

              	
                Breach
      of Warranty

              	
                79

              
	
                Section
      8.1.3.

              	
                Non-Performance
      of Certain Covenants and Obligations

              	
                79

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                Section
      8.1.4.

              	
                Non-Performance
      of Other Covenants and Obligations

              	
                79

              
	
                Section
      8.1.5.

              	
                Default
      on Other Indebtedness

              	
                79

              
	
                Section
      8.1.6.

              	
                Judgments

              	
                79

              
	
                Section
      8.1.7.

              	
                Pension
      Plans

              	
                80

              
	
                Section
      8.1.8.

              	
                Change
      in Control

              	
                80

              
	
                Section
      8.1.9.

              	
                Bankruptcy,
      Insolvency, etc.

              	
                80

              
	
                Section
      8.1.10.

              	
                Impairment
      of Security, etc.

              	
                82

              
	
                Section
      8.1.11.

              	
                Budget.

              	
                82

              
	
                Section
      8.1.12.

              	
                Events
      in Case

              	
                82

              
	
                Section
      8.2.

              	
                Action
      if Bankruptcy

              	
                84

              
	
                Section
      8.3.

              	
                Action
      if Other Event of Default

              	
                84

              
	
                Section
      8.4.

              	
                Forbearance

              	
                84

              
	
                Section
      8.5.

              	
                Default

              	
                85

              


      

       

      ARTICLE
IX

       

      THE
ADMINISTRATIVE AGENT, ETC.

       

      
        	
                Section
      9.1.

              	
                Actions

              	
                85

              
	
                Section
      9.2.

              	
                Funding
      Reliance, etc.

              	
                85

              
	
                Section
      9.3.

              	
                Exculpation

              	
                86

              
	
                Section
      9.4.

              	
                Successor

              	
                86

              
	
                Section
      9.5.

              	
                Loans
      by Wachovia

              	
                87

              
	
                Section
      9.6.

              	
                Credit
      Decisions

              	
                87

              
	
                Section
      9.7.

              	
                Copies,
      etc.

              	
                87

              
	
                Section
      9.8.

              	
                Reliance
      by Administrative Agent

              	
                87

              
	
                Section
      9.9.

              	
                Defaults

              	
                88

              
	
                Section
      9.10.

              	
                Bookrunner

              	
                88

              


      

       

      ARTICLE
X

       

      MISCELLANEOUS
PROVISIONS

       

      
        	
                Section
      10.1.

              	
                Waivers,
      Amendments, etc.

              	
                88

              
	
                Section
      10.2.

              	
                Notices;
      Time

              	
                89

              
	
                Section
      10.3.

              	
                Payment
      of Costs and Expenses

              	
                89

              
	
                Section
      10.4.

              	
                Indemnification

              	
                90

              
	
                Section
      10.5.

              	
                Reserved

              	
                91

              
	
                Section
      10.6.

              	
                Survival

              	
                91

              
	
                Section
      10.7.

              	
                Severability

              	
                91

              
	
                Section
      10.8.

              	
                Headings

              	
                92

              
	
                Section
      10.9.

              	
                Execution
      in Counterparts, Effectiveness, etc.

              	
                92

              
	
                Section
      10.10.

              	
                Governing
      Law; Entire Agreement

              	
                92

              
	
                Section
      10.11.

              	
                Successors
      and Assigns

              	
                92

              
	
                Section
      10.12.

              	
                Transfer
      of and Participations in Credit Extensions

              	
                92

              
	
                Section
      10.12.1.

              	
                Assignments

              	
                92

              
	
                Section
      10.12.2.

              	
                Participations

              	
                94

              
	
                Section
      10.13.

              	
                Other
      Transactions

              	
                95

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                Section
      10.14.

              	
                Certain
      Collateral and Other Matters; Rate Protection Agreements; Further
      Assurances

              	
                95

              
	
                Section
      10.15.

              	
                Forum
      Selection and Consent to Jurisdiction

              	
                95

              
	
                Section
      10.16.

              	
                Waiver
      of Jury Trial

              	
                96

              
	
                Section
      10.17.

              	
                Judgment
      Currency

              	
                96

              
	
                Section
      10.18.

              	
                Patriot
      Act Notice, etc.

              	
                97

              
	
                Section
      10.19.

              	
                Confidential
      Information

              	
                97

              
	
                Section
      10.20.

              	
                Existing
      Loans and Obligations with Respect to Existing Letters of
      Credit

              	
                97

              
	
                Section
      10.21.

              	
                Effect
      of this Agreement

              	
                97

              


      

      


      
        	
                SCHEDULE
      I

              	
                -

              	
                Disclosure
      Schedule

              
	
                SCHEDULE
      II

              	
                -

              	
                Percentages;
      LIBOR Office; Domestic Office; Notices

              
	
                SCHEDULE
      III

              	
                -

              	
                Additional
      Costs

              
	
                SCHEDULE
      IV

              	
                -

              	
                Fiscal
      Year Period End Dates

              
	
                SCHEDULE
      V

              	
                -

              	
                Pension
      and Welfare Plan Liabilities

              
	
                SCHEDULE
      VI

              	
                -

              	
                Non-U.S.
      Security Documents

              
	
                SCHEDULE
      VII

              	
                -

              	
                Permitted
      Dispositions

              
	
                SCHEDULE
      VIII

              	
                -

              	
                Insolvent
      Material Subsidiaries

              
	 
      	 
      	 
      
	
                EXHIBIT
      A-1

              	
                -

              	
                Form
      of Existing Loan Note

              
	
                EXHIBIT
      A-2

              	
                -

              	
                Form
      of Post-Petition Loan Note

              
	
                EXHIBIT
      B

              	
                -

              	
                Form
      of Borrowing Request

              
	
                EXHIBIT
      C

              	
                -

              	
                Form
      of Continuation/Conversion Notice

              
	
                EXHIBIT
      D

              	
                -

              	
                Form
      of Compliance Certificate

              
	
                EXHIBIT
      E

              	
                -

              	
                Form
      of Lender Assignment Agreement

              
	
                EXHIBIT
      F

              	
                -

              	
                Form
      of Closing Date Certificate

              
	
                EXHIBIT
      G

              	
                -

              	
                Form
      of Non-U.S. Subsidiary Guaranty

              
	
                EXHIBIT
      H-1

              	
                -

              	
                Form
      of Amendment No. 1 to the Amended and Restated Subsidiary
      Guaranty

              
	
                EXHIBIT
      H-2

              	
                -

              	
                Existing
      Subsidiary Guaranty

              
	
                EXHIBIT
      I

              	
                -

              	
                U.K.
      Deed

              
	
                EXHIBIT
      J

              	
                -

              	
                Security
      Agreement

              
	
                EXHIBIT
      K

              	
                -

              	
                Form
      of DIP Guaranty

              
	
                EXHIBIT
      L

              	
                -

              	
                [Reserved]

              
	
                EXHIBIT
      M

              	
                -

              	
                Form
      of Intercreditor Agreement