Exhibit 10.1  CREDIT AGREEMENT  Dated as of December 22,
2009  by and among  GEORGIA GULF CORPORATION
ROYAL GROUP, INC.,
as the Borrowers,  THE OTHER PERSONS PARTY HERETO
THAT ARE
DESIGNATED AS CREDIT PARTIES,  GENERAL ELECTRIC CAPITAL
CORPORATION,
for itself, as a Lender and Swingline Lender, and as Administrative Agent,
Co-Collateral Agent and Co-Syndication Agent  WACHOVIA CAPITAL FINANCE
CORPORATION (NEW ENGLAND), 
for itself, as a Lender, and as
Co-Collateral Agent and Co-Syndication Agent  and  THE OTHER FINANCIAL INSTITUTIONS
PARTY HERETO,
as Lenders  ***************************************  GE CAPITAL MARKETS, INC.,
WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND)
as Co-Lead Arrangers and Joint Bookrunners


TABLE OF CONTENTS  PageARTICLE I.
  
  THE CREDITS
  
  21.1
  
  Amounts and
  Terms of Commitments
  
  21.2
  
  Notes
  
  121.3
  
  Interest
  
  121.4
  
  Loan Accounts
  
  141.5
  
  Procedure for
  Revolving Credit Borrowing
  
  151.6
  
  Conversion and
  Continuation Elections
  
  161.7
  
  Optional
  Prepayments
  
  171.8
  
  Mandatory
  Prepayments of Loans
  
  171.9
  
  Fees
  
  191.10
  
  Payments by the
  Borrowers
  
  211.11
  
  Payments by the
  Lenders to Administrative Agent; Settlement
  
  231.12
  
  Borrower
  Representative
  
  251.13
  
  Eligible
  Accounts
  
  261.14
  
  Eligible Inventory
  
  291.15
  
  Increases and
  Reductions of Commitments
  
  32ARTICLE II.
  
  CONDITIONS PRECEDENT
  
  352.1
  
  Conditions of
  Initial Loans
  
  352.2
  
  Conditions to
  All Borrowings
  
  36ARTICLE III.
  
  REPRESENTATIONS AND WARRANTIES
  
  373.1
  
  Corporate
  Existence and Power
  
  373.2
  
  Corporate
  Authorization; No Contravention
  
  383.3
  
  Governmental
  Authorization
  
  383.4
  
  Binding Effect
  
  383.5
  
  Litigation
  
  383.6
  
  No Default
  
  393.7
  
  ERISA Compliance
  
  393.8
  
  Use of Proceeds;
  Margin Regulations
  
  393.9
  
  Ownership of
  Property; Liens
  
  403.10
  
  Taxes
  
  403.11
  
  Financial
  Condition
  
  403.12
  
  Environmental
  Matters
  
  413.13
  
  Regulated
  Entities
  
  423.14
  
  Solvency
  
  423.15
  
  Labor Relations
  
  423.16
  
  Intellectual
  Property
  
  423.17
  
  Brokers Fees;
  Transaction Fees
  
  433.18
  
  Insurance
  
  433.19
  
  Ventures,
  Subsidiaries and Affiliates; Outstanding Stock
  
  433.20
  
  Jurisdiction of
  Organization; Chief Executive Office
  
  43  i


TABLE OF CONTENTS (continued)  Page3.21
  
  Locations of
  Inventory, Equipment and Books and Records
  
  443.22
  
  Deposit Accounts
  and Other Accounts
  
  443.23
  
  Government
  Contracts
  
  443.24
  
  Customer and
  Trade Relations
  
  443.25
  
  Bonding;
  Licenses
  
  443.26
  
  Note Documents
  
  443.27
  
  Full Disclosure
  
  443.28
  
  Foreign Assets
  Control Regulations and Anti-Money Laundering
  
  453.29
  
  Patriot Act
  
  453.30
  
  Canadian Plans
  
  45ARTICLE IV.
  
  AFFIRMATIVE COVENANTS
  
  464.1
  
  Financial
  Statements
  
  464.2
  
  Appraisals; Certificates;
  Other Information
  
  474.3
  
  Notices
  
  504.4
  
  Preservation of
  Corporate Existence, Etc.
  
  524.5
  
  Maintenance of
  Property
  
  534.6
  
  Insurance
  
  534.7
  
  Payment of Taxes
  and Claims
  
  544.8
  
  Compliance with
  Laws
  
  544.9
  
  Inspection of
  Property and Books and Records
  
  544.10
  
  Use of Proceeds
  
  554.11
  
  Cash Management
  Systems
  
  554.12
  
  Landlord
  Agreements
  
  564.13
  
  Further
  Assurances
  
  564.14
  
  Environmental
  Matters
  
  584.15
  
  Canadian Pension
  Plans and Benefit Plans
  
  584.16
  
  Post-Closing Matters
  
  59ARTICLE V.
  
  NEGATIVE COVENANTS
  
  595.1
  
  Limitation on
  Liens
  
  595.2
  
  Disposition of
  Assets
  
  615.3
  
  Consolidations,
  Mergers, etc.
  
  625.4
  
  Acquisitions;
  Loans and Investments
  
  635.5
  
  Limitation on
  Indebtedness
  
  645.6
  
  Employee Loans
  and Transactions with Affiliates
  
  665.7
  
  [Reserved]
  
  665.8
  
  Margin Stock;
  Use of Proceeds
  
  675.9
  
  Contingent
  Obligations
  
  675.10
  
  Compliance with
  ERISA
  
  685.11
  
  Restricted
  Payments
  
  685.12
  
  Change in
  Business
  
  69  ii


TABLE OF CONTENTS (continued)  Page5.13
  
  Change in
  Structure
  
  695.14
  
  Changes in
  Accounting, Name or Jurisdiction of Organization
  
  695.15
  
  Amendments to
  High Yield Note Documents and Subordinated Indebtedness
  
  695.16
  
  No Negative
  Pledges
  
  695.17
  
  OFAC; Patriot
  Act
  
  705.18
  
  Sale-Leasebacks
  
  705.19
  
  Hazardous
  Materials
  
  705.20
  
  [Reserved]
  
  705.21
  
  Canadian Pension
  Plans; Pensions and Benefit Plans
  
  705.22
  
  Canadian Changes
  
  715.23
  
  Permitted
  Reorganization
  
  71ARTICLE VI.
  
  FINANCIAL COVENANT
  
  726.1
  
  Fixed Charge
  Coverage Ratio
  
  72ARTICLE VII.
  
  EVENTS OF DEFAULT
  
  727.1
  
  Events of
  Default
  
  727.2
  
  Remedies
  
  757.3
  
  Rights Not
  Exclusive
  
  767.4
  
  Cash Collateral
  for Letters of Credit
  
  76ARTICLE VIII.
  
  THE ADMINISTRATIVE AGENT
  
  768.1
  
  Appointment and
  Duties
  
  768.2
  
  Binding Effect
  
  788.3
  
  Use of
  Discretion
  
  788.4
  
  Delegation of
  Rights and Duties
  
  788.5
  
  Reliance and
  Liability
  
  788.6
  
  Agents Individually
  
  818.7
  
  Lender Credit
  Decision
  
  818.8
  
  Expenses;
  Indemnities; Withholding
  
  828.9
  
  Resignation of
  Administrative Agent or L/C Issuer
  
  838.10
  
  Release of
  Collateral or Guarantors
  
  848.11
  
  Additional
  Secured Parties
  
  848.12
  
  Documentation
  Agent and Syndication Agent
  
  858.13
  
  Co-Collateral
  Agent Discretionary Matters
  
  858.14
  
  Quebec Security
  
  86ARTICLE IX.
  
  MISCELLANEOUS
  
  879.1
  
  Amendments and
  Waivers
  
  879.2
  
  Notices
  
  899.3
  
  Electronic
  Transmissions
  
  90  iii


TABLE OF CONTENTS (continued)  Page9.4
  
  No Waiver;
  Cumulative Remedies
  
  919.5
  
  Costs and
  Expenses
  
  919.6
  
  Indemnity
  
  929.7
  
  Marshaling;
  Payments Set Aside
  
  939.8
  
  Successors and
  Assigns
  
  939.9
  
  Assignments and
  Participations; Binding Effect
  
  949.10
  
  Non-Public
  Information; Confidentiality
  
  979.11
  
  Set-off; Sharing
  of Payments
  
  999.12
  
  Counterparts;
  Facsimile Signature
  
  1009.13
  
  Severability
  
  1009.14
  
  Captions
  
  1009.15
  
  Independence of
  Provisions
  
  1009.16
  
  Interpretation
  
  1009.17
  
  No Third Parties
  Benefited
  
  1009.18
  
  Governing Law
  and Jurisdiction
  
  1019.19
  
  Waiver of Jury
  Trial
  
  1029.20
  
  Entire
  Agreement; Release; Survival
  
  1029.21
  
  Patriot Act
  
  1039.22
  
  Replacement of
  Lender
  
  1039.23
  
  [Reserved]
  
  1039.24
  
  Creditor-Debtor
  Relationship
  
  1039.25
  
  Judgment
  Currency
  
  1049.26
  
  Actions in
  Concert
  
  104ARTICLE X.
  
  TAXES, YIELD PROTECTION AND ILLEGALITY
  
  10410.1
  
  Taxes
  
  10410.2
  
  Illegality
  
  10710.3
  
  Increased Costs
  and Reduction of Return
  
  10810.4
  
  Funding Losses
  
  11010.5
  
  Inability to
  Determine Rates
  
  11010.6
  
  Reserves on
  LIBOR Rate Loans
  
  11110.7
  
  Certificates of
  Lenders
  
  111ARTICLE XI.
  
  DEFINITIONS
  
  11111.1
  
  Defined Terms
  
  11111.2
  
  Other
  Interpretive Provisions
  
  14811.3
  
  Accounting Terms
  and Principles
  
  14911.4
  
  Payments
  
  14911.5
  
  Several Obligations of the
  Canadian Credit Parties
  
  150  iv


CREDIT AGREEMENT  This CREDIT AGREEMENT (including
all exhibits and schedules hereto, as the same may be amended, modified and/or
restated from time to time, this Agreement) is entered into as of December 22,
2009, by and among GEORGIA GULF CORPORATION, a Delaware corporation (GGC),
ROYAL GROUP, INC., a Canadian federal corporation (the Canadian Borrower)
(GGC and the Canadian Borrower are sometimes referred to herein collectively as
the Borrowers and individually as a Borrower), the other Persons party
hereto that are designated as a Credit Party, General Electric Capital
Corporation, a Delaware corporation (in its individual capacity, GE Capital),
as Administrative Agent for the several financial institutions from time to
time party to this Agreement (collectively, the Lenders and individually each
a Lender), as Co-Collateral Agent and for itself as a Lender (including as
Swingline Lender), such Lenders and Wachovia Capital Finance Corporation (New
England) (Wachovia) as Co-Collateral Agent.  W I T N E S S E T H:  WHEREAS, the Borrowers have
requested, and the Lenders have agreed to make available to the Borrowers, a
revolving credit facility (including a letter of credit subfacility) subject to
the terms and conditions set forth in this Agreement to (a) provide for
working capital and other general corporate purposes of the Borrowers and (b) fund
certain fees and expenses associated with the funding of the Loans;  WHEREAS, the Borrowers
desire to secure all of their Obligations under the Loan Documents by granting
to Administrative Agent, for the benefit of the Secured Parties, a security
interest in and lien upon the U.S. Collateral and the Canadian Collateral;  WHEREAS, subject to the
terms hereof, (i) each Domestic Subsidiary of GGC is willing to guarantee
all of the Obligations of the Borrowers and to grant to Administrative Agent,
for the benefit of the Secured Parties, a security interest in and lien upon
all of its U.S. Collateral and (ii) each Canadian Subsidiary of GGC is
willing to guarantee all of the Obligations of the Canadian Borrower and to
grant to Administrative Agent, for the benefit of the Secured Parties, a
security interest in and lien upon substantially all of its Canadian
Collateral;  NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:


ARTICLE I.
THE CREDITS  1.1           Amounts and Terms
of Commitments.  (a)           The Revolving
Credit.  (i)            Subject to the
terms and conditions of this Agreement and in reliance upon the representations
and warranties of the Credit Parties contained herein, each Revolving Lender
severally and not jointly agrees to make (A) Loans denominated in Dollars
to GGC (each such Loan, a Domestic Revolving Loan) and (B) Loans
denominated in Dollars or Canadian Dollars to the Canadian Borrower (each such
Loan, a Canadian Revolving Loan and together with the Domestic Revolving
Loans, collectively, the Revolving Loans) from time to time on any Business
Day during the period from the Closing Date through the Final Availability
Date, in an aggregate amount not to exceed at any time outstanding the amount
set forth opposite such Lenders name in Schedule 1.1(a) under the
heading Revolving Loan Commitments (such amount as the same may be reduced or
increased from time to time in accordance with this Agreement, being referred
to herein as such Lenders Revolving Loan Commitment); provided, however,
that after giving effect to (A) any Borrowing of Revolving Loans, the U.S.
Dollar Equivalent of the aggregate principal amount of all outstanding
Revolving Loans shall not exceed the Maximum Revolving Loan Balance (B) any
Borrowing of Domestic Revolving Loans, subject to clause (ii) below,
the aggregate principal amount of all outstanding Domestic Revolving Loans
shall not exceed the Maximum Domestic Revolving Loan Balance and (C) any
Borrowing of Canadian Revolving Loans, subject to clause (ii) below,
the U.S. Dollar Equivalent of the aggregate principal amount of all outstanding
Canadian Revolving Loans shall not exceed the Maximum Canadian Revolving Loan
Balance; provided further, that the Borrowers may not borrow during any Cash
Dominion Grace Period unless GGC has waived application of such Cash Dominion
Grace Period.  Subject to the other terms
and conditions hereof, amounts borrowed under this subsection 1.1(a) may
be repaid and reborrowed from time to time.  (ii)           If the Borrower
Representative requests that Revolving Lenders make, or permit to remain
outstanding Domestic Revolving Loans in excess of the Domestic Borrowing Base
(any such excess Domestic Revolving Loan is herein referred to as a Domestic
Overadvance) or Canadian Revolving Loans in excess of the Canadian Borrowing
Base (any such excess Canadian Revolving Loan is herein referred to as a Canadian
Overadvance and each Domestic Overadvance and Canadian Overadvance herein
referred to as an Overadvance), Administrative Agent may, in its sole
discretion, elect to make, or permit to remain outstanding such Overadvance;
provided, however, that Administrative Agent may not cause Revolving Lenders to
make, or permit to remain outstanding, (A) Revolving Loans the U.S. Dollar
Equivalent of the aggregate principal amount of which exceed the Maximum
Revolving Loan Balance or (B) Overadvances the U.S. Dollar Equivalent of
the aggregate principal amount of which exceeds 7.5% of the Aggregate Revolving
Loan Commitment.  If an Overadvance is
made, or permitted to remain outstanding, pursuant to the preceding sentence,
then all Revolving Lenders shall be bound to make, or permit to remain
outstanding, such Overadvance based upon their Commitment Percentage of the
Aggregate Revolving Loan Commitment in accordance with the terms of this
Agreement, regardless of whether the conditions to lending set forth in Section 2.2
have been met.  Furthermore, Required
Lenders may prospectively revoke Administrative Agents ability to make or
permit Overadvances by written notice to Administrative Agent.  All Overadvances shall  2


constitute
Base Rate Loans or Canadian Index Rate Loans, as applicable, and shall bear
interest at the Base Rate plus the Applicable Margin for Revolving Loans and
the default rate under subsection 1.3(c).  Within thirty (30) days of the date that any
Overadvance is made or allowed to remain outstanding, such Overadvance shall be
repaid.  (iii)          Administrative
Agent shall be authorized, in its discretion, (a) after the occurrence and
during the continuation of an Event of Default or (b) at any time that any
conditions in Section 2.2 are not satisfied, to make Revolving
Loans (Protective Advances) in an aggregate amount outstanding not to exceed
7.5% of the Aggregate Revolving Loan Commitment at any time, if Administrative
Agent deems such Loans necessary or desirable to preserve or protect the
Collateral, to enhance the collectability or repayment of the Obligations or to
pay any other amounts chargeable to the Credit Parties under any Loan
Documents, including costs, fees and expenses (including, without limitation,
all amounts expended pursuant to Section 7.1 of the US Revolving Guaranty
and Security Agreement).  Subject to the
following paragraph, each Lender shall participate in Protective Advances on a
pro rata basis.  Required Lenders may
prospectively revoke Administrative Agents ability to make such Protective
Advances by written notice to Administrative Agent.  All Protective Advances shall constitute Base
Rate Loans and shall bear interest at the Base Rate plus the Applicable Margin
for Revolving Loans and the default rate under subsection 1.3(c).  Each Protective Advance shall be payable on
demand.  Notwithstanding
anything contained in this Agreement or any other Loan Document, (i) no
Overadvance or Protective Advance may be made by Administrative Agent if such
advance would cause the aggregate principal amount of all Overadvances and
Protective Advances outstanding to exceed 7.5% of the Aggregate Revolving Loan
Commitment and (ii) to the extent any Protective Advance would cause the
U.S. Dollar Equivalent of outstanding Revolving Loans to exceed the Maximum
Revolving Loan Balance, each such Protective Advance shall be for
Administrative Agents sole and separate account and not for the account of any
Lender.  (b)           Letters of Credit.  (i)            Conditions.  On the terms and subject to the conditions
contained herein, upon any request by the Borrower Representative, each
applicable L/C Issuer agrees to issue Letters of Credit in accordance with such
L/C Issuers usual and customary business practices and for the account of (A) GGC,
Letters of Credit denominated in Dollars (each such Letter of Credit, a Domestic
Letter of Credit) or (B) the Canadian Borrower, Letters of Credit
denominated in Dollars or Canadian Dollars (each such Letter of Credit, a Canadian
Letter of Credit) from time to time on any Business Day during the period from
the Closing Date through the earlier of (x) the Revolving Termination Date
and (y) seven (7) days prior to the date specified in clause (a) of
the definition of Revolving Termination Date; provided, however, that no L/C
Issuer shall Issue any Letter of Credit upon the occurrence of any of the
following or, if after giving effect to such Issuance:  3


(1)           the U.S. Dollar
Equivalent of the aggregate outstanding principal balance of Revolving Loans
would exceed the Maximum Revolving Loan Balance;  (2)           with respect to the
Issuance of Domestic Letters of Credit, the aggregate outstanding principal
balance of Domestic Revolving Loans would exceed the Maximum Domestic Revolving
Loan Balance;  (3)           with respect to the
Issuance of a Canadian Letter of Credit, (x) the U.S. Dollar Equivalent of
the aggregate outstanding principal balance of Canadian Revolving Loans would
exceed the Maximum Canadian Revolving Loan Balance or (y) the U.S. Dollar
Equivalent of the Letter of Credit Obligations for all Canadian Letters of
Credit would exceed $60,000,000 (the Canadian L/C Sublimit);  (4)           U.S. Dollar
Equivalent of the Letter of Credit Obligations for all Letters of Credit would
exceed $100,000,000 (the L/C Sublimit);  (5)           the expiration date
of such Letter of Credit (i) is not a Business Day, (ii) is more than
one year after the date of issuance thereof or (iii) is later than seven (7) days
prior to the date specified in clause (a) of the definition of
Revolving Termination Date; provided, however, that any Letter of Credit with a
term not exceeding one year may provide for its renewal for additional periods
not exceeding one year as long as (x) each of the Applicable Borrower and
such L/C Issuer have the option to prevent such renewal before the expiration
of such term or any such period and (y) neither such L/C Issuer nor any
Borrower shall permit any such renewal to extend such expiration date beyond the
date set forth in clause (iii) above, unless Administrative Agent
and such L/C Issuer otherwise consents and such Letter of Credit is cash
collateralized in a manner satisfactory to Administrative Agent and such L/C
Issuer; or  (6)           (i) any fee due
in connection with, and on or prior to, such Issuance has not been paid, (ii) as
of the date of issuance, no order of any court, arbitrator or other
Governmental Authority shall purport by its terms to enjoin or restrain money
center banks generally from issuing letters of credit of the type and in the
amount of the proposed Letter of Credit, and no law, rule or regulation
applicable to money center banks generally and no request or directive (whether
or not having the force of law) from any Governmental Authority with
jurisdiction over money center banks generally shall prohibit, or request that
the applicable L/C Issuer refrain from, the issuance of letters of credit
generally or the issuance of such Letter of Credit, (iii) such Letter of
Credit is requested to be issued in a form that is not acceptable to such L/C
Issuer or (iv) such L/C Issuer shall not have received, each in form and
substance reasonably acceptable to it and duly executed by the Applicable
Borrower or the Borrower Representative on its behalf, the documents that such
L/C Issuer generally uses in the Ordinary Course of Business for the Issuance
of letters of credit of the type of such Letter of Credit (collectively, the L/C
Reimbursement Agreement).  4


Furthermore, GE Capital as
an L/C Issuer may elect to issue Letters of Credit only in its own name and may
issue Letters of Credit only to the extent permitted by Requirements of Law,
and such Letters of Credit may not be accepted by certain beneficiaries such as
insurance companies.  For each Issuance,
the applicable L/C Issuer may, but shall not be required to, determine that, or
take notice whether, the conditions precedent set forth in Section 2.2
have been satisfied or waived in connection with the Issuance of any Letter of
Credit; provided, however, that no Letter of Credit shall be Issued during the
period starting on the first Business Day after the receipt by such L/C Issuer
of notice from Administrative Agent or the Required Lenders that any condition
precedent contained in Section 2.2 is not satisfied and ending on
the date all such conditions are satisfied or duly waived.  If (i) any Lender is a Non-Funding
Lender and (ii) the reallocation of that Non-Funding Lenders Letter of
Credit Obligations to the other Revolving Lenders would reasonably be expected
to cause the Letter of Credit Obligations and Revolving Loans of any Lender to
exceed its Revolving Loan Commitment, taking into account the amount of
outstanding Revolving Loans and expected advances of Revolving Loans as
determined by Administrative Agent, then no Letters of Credit may be issued or
renewed unless the Non-Funding Lender has been replaced, the Letter of Credit
Obligations of that Non-Funding Lender have been cash collateralized on terms
reasonably satisfactory to Administrative Agent and the applicable L/C Issuer,
or the Revolving Loan Commitments of the other Lenders have been increased by
an amount sufficient to satisfy Administrative Agent that all future Letter of
Credit Obligations will be covered by all Revolving Lenders who are not
Non-Funding Lenders.  (ii)           Requests for
Letters of Credit.  The Borrower
Representative requesting a Letter of Credit on behalf of a Borrower shall give
Administrative Agent and the applicable L/C Issuer at least two (2) Business
Days (or four (4) Business Days with respect to each Canadian Letter of
Credit denominated in Canadian Dollars) prior written notice of the Borrower
Representatives request for the issuance of a Letter of Credit on such
Borrowers behalf together with an application, in form and substance
reasonably satisfactory to such L/C Issuer and Administrative Agent, for the
issuance of the Letter of Credit and such other Letter of Credit Documents as
may be reasonably required by Administrative Agent or the applicable L/C
Issuer.  Such notice shall be irrevocable
and shall (A) specify the original face amount of the Letter of Credit
requested (or identify the Letter of Credit to be amended, renewed or
extended), (B) with respect to Canadian Letters of Credit, whether such
Letter of Credit shall be denominated in Dollars or Canadian Dollars (which
shall be Dollars if such notice does not so specify), (C) the effective
date (which date shall be a Business Day and in no event shall be a date less
than ten (10) days prior to the date specified in clause (a) of
the definition of Revolving Termination Date) of issuance of such requested
Letter of Credit (or such amendment, renewal or extension), (D) whether
such Letter of Credit may be drawn in a single or in partial draws, (E) the
date on which such requested Letter of Credit is to expire (which shall be a
Business Day and in no event shall be a date later than seven (7) days
prior to the date specified in clause (a) of the definition of
Revolving Termination Date), (F) the purpose for which such Letter of
Credit is to be issued, (G) the name and address of the beneficiary of the
requested Letter of Credit, (H) such other  5


information
as shall be necessary to enable the applicable L/C Issuer to prepare, amend,
renew or extend such Letter of Credit and (I) the proposed terms of the
Letter of Credit.  In no event shall a
Letter of Credit be issued, amended, renewed or extended unless the forms and
terms of the proposed Letter of Credit (as amended, renewed or extended, as the
case may be) are reasonably satisfactory to Administrative Agent and the
applicable L/C Issuer.  (iii)          Notice of
Issuance.  The Borrower
Representative shall give the relevant L/C Issuer and Administrative Agent a
notice of any requested Issuance of any Letter of Credit, which shall be
effective only if received by such L/C Issuer and Administrative Agent not
later than at least two (2) Business Days (or four (4) Business Days
with respect to each Canadian Letter of Credit denominated in Canadian Dollars)
prior to the date of such requested Issuance. 
Such notice shall be made in a writing or Electronic Transmission
substantially in the form of Exhibit 1.1(c) duly completed or
in a writing in any other form acceptable to such L/C Issuer (an L/C Request).  (iv)          Reporting
Obligations of L/C Issuers.  Each L/C
Issuer agrees to provide Administrative Agent, in form and substance
satisfactory to Administrative Agent, each of the following on the following
dates:  (A) (i) on or prior to
any Issuance of any Letter of Credit by such L/C Issuer, (ii) immediately
after any drawing under any such Letter of Credit or (iii) immediately
after any payment (or failure to pay when due) by the Borrowers of any related
L/C Reimbursement Obligation, notice thereof, which shall contain a detailed
description of such Issuance, drawing or payment, and Administrative Agent
shall provide copies of such notices to each Revolving Lender reasonably
promptly after receipt thereof; (B) upon the request of Administrative
Agent (or any Revolving Lender through Administrative Agent), copies of any
Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement
Agreement and such other documents and information as may reasonably be
requested by Administrative Agent; and (C) on the first Business Day of
each calendar week, a schedule of the Letters of Credit Issued by such L/C
Issuer, in form and substance reasonably satisfactory to Administrative Agent,
setting forth the Letter of Credit Obligations for such Letters of Credit
outstanding on the last Business Day of the previous calendar week.  (v)           Acquisition of
Participations.  Upon any Issuance of
a Letter of Credit in accordance with the terms of this Agreement resulting in
any increase in the Letter of Credit Obligations, each Revolving Lender shall
be deemed to have acquired, without recourse or warranty, an undivided interest
and participation in such Letter of Credit and the related Letter of Credit
Obligations in an amount equal to its Commitment Percentage of such Letter of
Credit Obligations.Each Lender
shall absolutely, unconditionally and irrevocably assume, as primary obligor
and not as surety, and be obligated to pay to the applicable L/C Issuer
therefor and discharge when due, its pro rata share of all of such obligations
arising under such Letter of Credit. 
Without limiting the scope and nature of each Lenders participation in
any Letter of Credit, to the extent that the applicable L/C Issuer has not been
reimbursed or otherwise paid as required hereunder or under any such Letter of
Credit, each such Lender shall pay to such L/C Issuer its pro rata share of
such unreimbursed drawing or other amounts then due to  6


such
L/C Issuer in connection therewith.  If
such amount is not made available by a Lender when due, the Administrative
Agent shall be entitled to recover such amount on demand from such Lender with
interest thereon, for each day from the date such amount was due until the date
such amount is paid to the Administrative Agent at the interest rate then
payable by any Borrower in respect of Loans that are Base Rate Loans.  All payments made by the Lenders pursuant to
this Section 1.1(b)(v) shall be funded in Dollars based on the U.S. Dollar
Equivalent of the applicable obligation.  (vi)          Reimbursement
Obligations of the Borrowers.  GGC
agrees to pay to the L/C Issuer of any Domestic Letter of Credit each L/C Reimbursement
Obligation owing with respect to such Domestic Letter of Credit and the
Canadian Borrower agrees to pay to the L/C Issuer of any Canadian Letter of
Credit, in the applicable currency, each L/C Reimbursement Obligation owing
with respect to such Canadian Letter of Credit and, each of GGC and the
Canadian Borrower agree to pay all other charges and fees payable to such L/C
Issuer in connection with any Letter of Credit issued for the account of such
Borrower immediately when due irrespective of any claim, setoff, defense or
other right which such Borrower may have at any time against such L/C Issuer or
any other Person, in each case, no later than the first Business Day after the
Applicable Borrower or the Borrower Representative receives notice from such
L/C Issuer that payment has been made under such Letter of Credit or that such
L/C Reimbursement Obligation is otherwise due (the L/C Reimbursement Date)
with interest thereon computed as set forth in clause (A) below.  In the event that any L/C Issuer incurs any
L/C Reimbursement Obligation which is not repaid by the Applicable Borrower as
provided in this clause (v) (or any such payment by the Applicable
Borrower is rescinded or set aside for any reason), such L/C Issuer shall
promptly notify Administrative Agent of such failure (and, upon receipt of such
notice, Administrative Agent shall notify each Revolving Lender) and,
irrespective of whether such notice is given, such L/C Reimbursement Obligation
shall be payable on demand by the Applicable Borrower with interest thereon
computed (A) from the date on which such L/C Reimbursement Obligation
arose to the L/C Reimbursement Date, at the interest rate applicable during
such period to Revolving Loans that are Base Rate Loans or Canadian Index Rate
Loans, as applicable and (B) thereafter until payment in full, at the
interest rate applicable during such period to past due Revolving Loans that
are Base Rate Loans or Canadian Index Rate Loans, as applicable.  (vii)         Reimbursement
Obligations of the Revolving Credit Lenders.  If no Revolving Lender is a Non-Funding
Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such
Letter of Credit), upon receipt of the notice described in clause (vi) above
from Administrative Agent, each Revolving Lender shall pay to Administrative
Agent for the account of such L/C Issuer its Commitment Percentage of such
Letter of Credit Obligations.  If any
Revolving Lender (other than the Revolving Lender that is the L/C Issuer that
issued such Letter of Credit) is a Non-Funding Lender, that Non-Funding Lenders
Letter of Credit Obligations shall be reallocated to and assumed by the other
Revolving Lenders pro rata in accordance with their Commitment Percentages of
the Revolving Loan (calculated as if the Non-Funding  7


Lenders
Commitment Percentage was reduced to zero and each other Revolving Lenders
Commitment Percentage had been increased proportionately).  If any Revolving Lender (other than the
Revolving Lender that is the L/C Issuer that issued such Letter of Credit) is a
Non-Funding Lender, upon receipt of the notice described in clause (vi) above
from Administrative Agent, each Revolving Lender that is not a Non-Funding
Lender shall pay to Administrative Agent for the account of such L/C Issuer its
pro-rata share (increased as described above) of the Letter of Credit
Obligations that from time to time remain outstanding (the aggregate amount
required to be funded pursuant to this sentence by such Revolving Lenders that
are not Non-Funding Lenders in excess of the amount such Revolving Lenders
would have otherwise been required to fund in accordance with the first
sentence of this clause (vii) in the event there were no
Non-Funding Lenders is referred to as the Aggregate Excess Funding Amount);
provided that no Revolving Lender shall be required to fund any amount which
would result in the sum of its outstanding Revolving Loans, outstanding Letter
of Credit Obligations, amounts of its participations in Swing Loans and its pro
rata share of unparticipated amounts in Swing Loans to exceed its Revolving
Loan Commitment.  By making such payment
(other than during the continuation of an Event of Default under subsection
7.1(f) or 7.1(g)), such Lender shall be deemed to have made a
Revolving Loan to the Applicable Borrower, which, upon receipt thereof by such
L/C Issuer, such Borrower shall be deemed to have used in whole to repay such
L/C Reimbursement Obligation.  Any such
payment that is not deemed a Revolving Loan shall be deemed a funding by such
Lender of its participation in the applicable Letter of Credit and the Letter
of Credit Obligation in respect of the related L/C Reimbursement
Obligations.  Such participation shall
not otherwise be required to be funded. 
Following receipt by any L/C Issuer of any payment from any Lender
pursuant to this clause (vii) with respect to any portion of any
L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such
Lender all duplicate payments received from Persons other than Lenders making
payment on behalf of a Credit Party by such L/C Issuer with respect to such
portion of such L/C Reimbursement Obligation.  (viii)        Indemnification;
Assumption of Risk.  The Credit
Parties shall indemnify and hold Administrative Agent and the Lenders harmless
from and against any and all losses, claims, damages, liabilities, costs and
expenses which Administrative Agent or any Lender may suffer or incur in
connection with any Letter of Credit and any documents, drafts or acceptances
relating thereto, including any losses (including  currency fluctuations), claims, damages,
liabilities, costs and expenses due to any action taken by the applicable L/C
Issuer or correspondent with respect to any Letter of Credit, except to the
extent such losses, claims, damages, liabilities, costs or expenses result from
the gross negligence or willful misconduct of Administrative Agent or any
Lender as determined pursuant to a final non-appealable order of a court of
competent jurisdiction.  Each Credit
Party assumes all risks with respect to the acts or omissions of the drawer
under or beneficiary of any Letter of Credit. 
None of Administrative Agent or any Lender shall be responsible for
paying any foreign, federal, state or local taxes, duties or levies relating to
any goods subject to any Letter of Credit or any documents, drafts or
acceptances thereunder.  Each Credit
Party hereby releases and holds Administrative  8


Agent
and the Lenders harmless from and against any acts, waivers, errors, delays or
omissions with respect to or relating to any Letter of Credit, except for the
gross negligence or willful misconduct of Administrative Agent or any Lender as
determined pursuant to a final, non-appealable order of a court of competent
jurisdiction.  The provisions of this clause
(viii) shall survive the payment of Obligations and the termination of
this Agreement.  (ix)           Obligations
Absolute.  The obligations of the
Borrowers and the Revolving Lenders pursuant to clauses (iv), (v) and
(vi) above shall be absolute, unconditional and irrevocable and
performed strictly in accordance with the terms of this Agreement irrespective
of (A) (i) the invalidity or unenforceability of any term or
provision in any Letter of Credit, any document transferring or purporting to
transfer a Letter of Credit, any Loan Document (including the sufficiency of
any such instrument), or any modification to any provision of any of the
foregoing, (ii) any document presented under a Letter of Credit being
forged, fraudulent, invalid, insufficient or inaccurate in any respect or
failing to comply with the terms of such Letter of Credit or (iii) any
loss or delay, including in the transmission of any document, (B) the
existence of any setoff, claim, abatement, recoupment, defense or other right
that any Person (including any Credit Party) may have against the beneficiary
of any Letter of Credit or any other Person, whether in connection with any
Loan Document or any other Contractual Obligation or transaction, or the
existence of any other withholding, abatement or reduction, (C) in the
case of the obligations of any Revolving Lender, (i) the failure of any
condition precedent set forth in Section 2.2 to be satisfied (each
of which conditions precedent the Revolving Lenders hereby irrevocably waive)
or (ii) any adverse change in the condition (financial or otherwise) of
any Credit Party and (D) any other act or omission to act or delay of any
kind of Administrative Agent, any Lender or any other Person or any other event
or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this clause (vii), constitute a
legal or equitable discharge of any obligation of any Borrower or any Revolving
Lender hereunder.  No provision hereof
shall be deemed to waive or limit any Borrowers right to seek repayment of any
payment of any L/C Reimbursement Obligations from the L/C Issuer under the
terms of the applicable L/C Reimbursement Agreement or applicable law.  (c)           Swing Loans.  (i)            Availability.  Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of the Credit
Parties contained herein, the Swingline Lender may, in its sole discretion,
make (x) Loans denominated in Dollars available to GGC (each a Domestic
Swing Loan) under the Revolving Loan Commitments from time to time on any
Business Day during the period from the Closing Date through the Final
Availability Date in an aggregate principal amount at any time outstanding not
to exceed the Domestic Swingline Commitment and (y) Loans denominated in
Dollars or Canadian Dollars available to the Canadian Borrower (each a Canadian
Swing Loan and together with the Domestic Swing Loans, collectively the Swing
Loans) under the Revolving Loan Commitments from time to  9


time
on any Business Day during the period from the Closing Date through the Final
Availability Date, the U.S. Dollar Equivalent of the aggregate principal amount
at any time outstanding not to exceed the Canadian Swingline Commitment;
provided, however, that the Swingline Lender may not make any Swing Loan (A) to
the extent that after giving effect to such Swing Loan, the U.S. Dollar
Equivalent of the aggregate principal amount of all Revolving Loans would
exceed the Maximum Revolving Loan Balance, (B) with respect to any
Domestic Swing Loan, to the extent that after giving effect to such Domestic
Swing Loan, the aggregate principal amount of all Domestic Revolving Loans
would exceed the Maximum Domestic Revolving Loan Balance, (C) with respect
to any Canadian Swing Loan, to the extent that after giving effect to such
Canadian Swing Loan, the U.S. Dollar Equivalent of the aggregate principal
amount of all Canadian Revolving Loans would exceed the Maximum Canadian
Revolving Loan Balance and (D) during the period commencing on the first
Business Day after it receives notice from Administrative Agent or the Required
Lenders that one or more of the conditions precedent contained in Section 2.2
are not satisfied and ending when such conditions are satisfied or duly
waived.  In connection with the making of
any Swing Loan, the Swingline Lender may but shall not be required to determine
that, or take notice whether, the conditions precedent set forth in Section 2.2
have been satisfied or waived.  Each
Swing Loan denominated in Dollars shall be a Base Rate Loan, each Swing Loan
denominated in Canadian Dollars shall be a Canadian Index Rate Loan, and in
each case, must be repaid as provided herein, but in any event must be repaid
in full on the Revolving Termination Date. 
Within the limits set forth in the first sentence of this clause (i),
amounts of Swing Loans repaid may be reborrowed under this clause (i).  (ii)           Borrowing
Procedures.  In order to request a
Swing Loan, the Borrower Representative shall give to Administrative Agent a
notice to be received not later than 1:00 p.m. (New York time) on the day
of the proposed Borrowing, which shall be made in a writing or in an Electronic
Transmission substantially in the form of Exhibit 1.1(d) or in
a writing in any other form acceptable to Administrative Agent duly completed
(a Swingline Request).  In addition, if
any Notice of Borrowing of Revolving Loans requests a Borrowing of Base Rate
Loans or Canadian Index Rate Loans, the Swingline Lender may, notwithstanding
anything else to the contrary herein, make a Swing Loan denominated in the
applicable currency to the Applicable Borrower in an aggregate amount not to
exceed such proposed Borrowing, and the aggregate amount of the corresponding
proposed Borrowing shall be reduced accordingly by the principal amount of such
Swing Loan.  Administrative Agent shall
promptly notify the Swingline Lender of the details of the requested Swing
Loan.  Upon receipt of such notice and
subject to the terms of this Agreement, the Swingline Lender may make a Swing
Loan available to the Applicable Borrower by making the proceeds thereof
available to Administrative Agent and, in turn, Administrative Agent shall make
such proceeds available to the Applicable Borrower on the date set forth in the
relevant Swingline Request or Notice of Borrowing.  (iii)          Refinancing
Swing Loans.  If no Revolving Lender
is a Non-Funding Lender, the Swingline Lender may at any time (and shall, no
less  10


frequently
than once each week) forward a demand to Administrative Agent (which
Administrative Agent shall, upon receipt, forward to each Revolving Lender)
that each Revolving Lender pay to Administrative Agent, for the account of the
Swingline Lender, such Revolving Lenders Commitment Percentage of the
outstanding Swing Loans.  If any
Revolving Lender is a Non-Funding Lender, that Non-Funding Lenders
reimbursement obligations with respect to the Swing Loans shall be reallocated
to and assumed by the other Revolving Lenders pro rata in accordance with their
Commitment Percentages of the Revolving Loans (calculated as if the Non-Funding
Lenders Commitment Percentage was reduced to zero and each other Revolving
Lenders Commitment Percentage had been increased proportionately).  If any Revolving Lender is a Non-Funding
Lender, upon receipt of the demand described above, each Revolving Lender that
is not a Non-Funding Lender will be obligated to pay to Administrative Agent
for the account of the Swingline Lender its pro rata share of the outstanding
Swing Loans (increased as described above); provided that no Revolving Lender
shall be required to fund any amount which would result in the sum of its
outstanding Revolving Loans, outstanding Letter of Credit Obligations, amounts
of its participations in Swing Loans and its pro rata share of unparticipated
amounts in Swing Loans to exceed its Revolving Loan Commitment.  Each Revolving Lender shall pay the amount
owing by it to Administrative Agent for the account of the Swingline Lender on
the Business Day following receipt of the notice or demand therefor.  Payments received by Administrative Agent
after 1:00 p.m. (New York time) may, in Administrative Agents discretion,
be deemed to be received on the next Business Day.  Upon receipt by Administrative Agent of such
payment (other than during the continuation of any Event of Default under subsection
7.1(f) or 7.1(g)), such Revolving Lender shall be deemed to
have made a Revolving Loan to the Applicable Borrower, which, upon receipt of
such payment by the Swingline Lender from Administrative Agent, such Borrower
shall be deemed to have used in whole to refinance such Swing Loan.  In addition, regardless of whether any such
demand is made, upon the occurrence of any Event of Default under subsection
7.1(f) or 7.1(g), each Revolving Lender shall be deemed to have
acquired, without recourse or warranty, an undivided interest and participation
in each Swing Loan in an amount equal to such Lenders Commitment Percentage of
such Swing Loan.  If any payment made by
any Revolving Lender as a result of any such demand is not deemed a Revolving
Loan, such payment shall be deemed a funding by such Lender of such
participation.  Such participation shall
not be otherwise required to be funded. 
Upon receipt by the Swingline Lender of any payment from any Revolving
Lender pursuant to this clause (iii) with respect to any portion of
any Swing Loan, the Swingline Lender shall promptly pay over to such Revolving
Lender all payments of principal (to the extent received after such payment by
such Lender) and interest (to the extent accrued with respect to periods after
such payment) on account of such Swing Loan received by the Swingline Lender
with respect to such portion.  (iv)          Obligation to
Fund Absolute.  Each Revolving Lenders
obligations pursuant to clause (iii) above shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever,
including (A) the existence of any setoff, claim,  11


abatement,
recoupment, defense or other right that such Lender, any Affiliate thereof or
any other Person may have against the Swingline Lender, Administrative Agent,
any other Lender or L/C Issuer or any other Person, (B) the failure of any
condition precedent set forth in Section 2.2 to be satisfied or the
failure of the Borrower Representative to deliver a Notice of Borrowing (each
of which requirements the Revolving Lenders hereby irrevocably waive) and (C) any
adverse change in the condition (financial or otherwise) of any Credit Party.  1.2           Notes.  (a)           The Revolving Loans
made by each Revolving Lender shall be evidenced by this Agreement and, if
requested by such Lender, a Revolving Note made by each Borrower payable to
such Lender in an amount equal to such Lenders Revolving Loan Commitment.  (b)           Swing Loans made by
the Swingline Lender shall be evidenced by this Agreement and, if requested by
such Lender, a Swingline Note made by each Borrower payable to the Swingline
Lender in an amount equal to the Swingline Commitment.  1.3           Interest.  (a)           Subject to subsections
1.3(c) and 1.3(d), each Loan shall bear interest on the
outstanding principal amount thereof from the date when made at a rate per
annum equal to the LIBOR, the Base Rate or the Canadian Index Rate, as the case
may be, plus the Applicable Margin; provided (i) Revolving Loans
denominated in Dollars shall be either Base Rate Loans or LIBOR Rate Loans, (ii) Revolving
Loans denominated in Canadian Dollars shall be either LIBOR Rate Loans or
Canadian Index Rate Loans, (iii) Swing Loans denominated in Dollars shall
be Base Rate Loans and (iv) Swing Loans denominated in Canadian Dollars
shall be Canadian Index Rate Loans. 
Commencing on the first day of the calendar month after which financial
statements for May 31, 2010 are delivered, and continuing thereafter, the
Applicable Margin for Loans shall be subject to adjustment as set forth in the
definition of Applicable Margin. 
Administrative Agent will with reasonable promptness notify the Borrower
Representative and the Lenders of the effective date and the amount of each
such change, provided that any failure to do so shall not relieve the Borrowers
of any liability hereunder or provide the basis for any claim against
Administrative Agent.  Each determination
of an interest rate by Administrative Agent shall be conclusive and binding on
each Borrower and the Lenders in the absence of manifest error.  All computations of fees and interest payable
under this Agreement shall be made on the basis of a 360-day year and actual days
elapsed, other than interest in respect of Base Rate Loans and Canadian Index
Rate Loans, which shall be made on the basis of a 365-day year.  Interest and fees shall accrue during each
period during which interest or such fees are computed from the first day
thereof to the last day thereof.  For
purposes of disclosure pursuant to the Interest Act (Canada), in respect of the
Canadian Obligations only, the annual rates of interest or fees to which the
rates of interest or fees provided in this Agreement and the  12


other
Loan Documents (and stated herein or therein, as applicable, to be computed on
the basis of a 360 day year or any other period of time less than a calendar
year) are equivalent are the rates so determined multiplied by the actual
number of days in the applicable calendar year and divided by 360 or such other
period of time, respectively.  (b)           Interest on each
Loan shall be paid in arrears on each Interest Payment Date.  Interest shall also be paid on the date of
any payment or prepayment of Loans in full.  (c)           At the election of
the Required Lenders while any Event of Default exists (or automatically while
any Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) exists),
the Borrowers shall pay interest (after as well as before entry of judgment
thereon to the extent permitted by law) on the Loans under the Loan Documents
from and after the date of occurrence of such Event of Default, at a rate per
annum which is determined by adding two percent (2.0%) per annum to the
Applicable Margin then in effect for such Loans (plus the LIBOR, Base Rate or
Canadian Index Rate, as the case may be) subject to the Interest Act (Canada), in the case of
Canadian Obligations.  All such interest
shall be payable on demand of Administrative Agent or the Required Lenders.  (d)           Anything herein to
the contrary notwithstanding, the obligations of the Borrowers hereunder shall
be subject to the limitation that payments of interest shall not be required,
for any period for which interest is computed hereunder, to the extent (but
only to the extent) that contracting for or receiving such payment by the
respective Lender would be contrary to the provisions of any law applicable to
such Lender limiting the highest rate of interest which may be lawfully
contracted for, charged or received by such Lender, and in such event the
Borrowers shall pay such Lender interest at the highest rate permitted by
applicable law (Maximum Lawful Rate); provided, however, that if at any time
thereafter the rate of interest payable hereunder is less than the Maximum
Lawful Rate, the Borrowers shall continue to pay interest hereunder at the
Maximum Lawful Rate until such time as the total interest received by
Administrative Agent, on behalf of Lenders, is equal to the total interest that
would have been received had the interest payable hereunder been (but for the
operation of this paragraph) the interest rate payable since the Closing Date
as otherwise provided in this Agreement.  (e)           For greater
certainty but without limitation to Section 1.3(d) and in respect of
Canadian Obligations or Obligations enforced in Canada only, if any provision
of this Agreement or of any of the other Loan Documents would obligate a
Borrower or any other Credit Party to make any payment of interest or other
amount payable to any Lender in an amount or calculated at a rate which would
be prohibited by law or would result in a receipt by such Lender of interest at
a criminal rate (as such terms are construed under the Criminal Code (Canada))
then, notwithstanding such provisions, such amount or rate shall be deemed to
have been adjusted with retroactive effect to the maximum amount or rate of
interest, as the case may be, as would not be so prohibited by law or so result
in a receipt by such Lender of interest at a criminal rate, such adjustment to
be effected, to the extent necessary, as follows: (1) firstly, by reducing
the amount or  13


rate
of interest required to be paid to such Lender under this Agreement, and (2) thereafter,
by reducing any fees, commissions, premiums and other amounts required to be
paid to such Lender which would constitute interest for purposes of Section 347 of the Criminal Code
(Canada).  Notwithstanding the foregoing,
and after giving effect to all adjustments contemplated thereby, if a Lender
shall have received an amount in excess of the maximum permitted by that
section of the Criminal Code (Canada), such Borrower shall be entitled to
obtain reimbursement from such Lender in an amount equal to such excess and,
pending such reimbursement, such amount shall be deemed to be an amount payable
by such Lender to such Borrower.  Any
amount or rate of interest referred to in this Section 1.3(e) shall
be determined in accordance with generally accepted actuarial practices and
principles as an effective annual rate of interest over the term that the
applicable Loan remains outstanding on the assumption that any charges, fees or
expenses that fall within the meaning of interest (as defined in the Criminal Code (Canada)) shall, if
they relate to a specific period of time, be pro-rated over that period of time
and otherwise be pro-rated over the period from the Closing Date to the
Revolving Termination Date and, in the event of a dispute, a certificate of a
Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent
shall be conclusive for the purposes of such determination.  1.4           Loan Accounts.  (a)           Administrative
Agent, on behalf of the Lenders, shall record on its books and records the
amount of each Loan made, the Borrower primarily liable therefor, the interest
rate applicable, all payments of principal and interest thereon and the
principal balance thereof from time to time outstanding.  Administrative Agent shall deliver to the
Borrower Representative on a monthly basis a loan statement setting forth such
record for the immediately preceding calendar month.  Such record shall, absent manifest error, be
conclusive evidence of the amount of the Loans made by the Lenders to the
Borrowers and the interest and payments thereon.  Any failure to so record or any error in
doing so, or any failure to deliver such loan statement shall not, however,
limit or otherwise affect the obligation of the Borrowers hereunder (and under
any Note) to pay any amount owing with respect to the Loans or provide the
basis for any claim against Administrative Agent.  (b)           Administrative
Agent, acting as a non-fiduciary Administrative Agent of the Borrowers solely
for tax purposes and solely with respect to the actions described in this subsection
1.4(b), shall establish and maintain at its address referred to in Section 9.2
(or at such other address as Administrative Agent may notify the Borrower
Representative) (A) a record of ownership (the Register) in which
Administrative Agent agrees to register by book entry the interests (including
any rights to receive payment hereunder) of Administrative Agent, each Lender
and each L/C Issuer in the Revolving Loans, Swing Loans, L/C Reimbursement
Obligations, and Letter of Credit Obligations, each of their obligations under
this Agreement to participate in each Loan, Letter of Credit, Letter of Credit
Obligations, and L/C Reimbursement Obligations, and any assignment of any such
interest, obligation or right and (B) accounts in the Register in
accordance with its usual practice in which it shall record (1) the names
and addresses  14


of
the Lenders and the L/C Issuers (and each change thereto pursuant to Sections
9.9 and 9.22), (2) the Commitments of each Lender, (3) the
amount of each Loan and each funding of any participation described in clause
(A) above, and for LIBOR Rate Loans, the Interest Period applicable thereto,
(4) the amount of any principal or interest due and payable or paid, (5) the
amount of the L/C Reimbursement Obligations due and payable or paid in respect
of Letters of Credit and (6) any other payment received by Administrative
Agent from a Borrower and its application to the Obligations.  (c)           Notwithstanding
anything to the contrary contained in this Agreement, the Loans (including any
Notes evidencing such Loans and, in the case of Revolving Loans, the
corresponding obligations to participate in Letter of Credit Obligations and
Swing Loans) and the L/C Reimbursement Obligations are registered obligations,
the right, title and interest of the Lenders and the L/C Issuers and their
assignees in and to such Loans or L/C Reimbursement Obligations, as the case
may be, shall be transferable only upon notation of such transfer in the
Register and no assignment thereof shall be effective until recorded
therein.  This Section 1.4
and Section 9.9 shall be construed so that the Loans and L/C
Reimbursement Obligations are at all times maintained in registered form
within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the
Code.  (d)           The Credit Parties,
Administrative Agent, the Lenders and the L/C Issuers shall treat each Person
whose name is recorded in the Register as a Lender or L/C Issuer, as
applicable, for all purposes of this Agreement. 
Information contained in the Register with respect to any Lender or any
L/C Issuer shall be available for access by the Borrowers, the Borrower
Representative, Administrative Agent, such Lender or such L/C Issuer during
normal business hours and from time to time upon at least one Business Days
prior notice.  No Lender or L/C Issuer
shall, in such capacity, have access to or be otherwise permitted to review any
information in the Register other than information with respect to such Lender
or L/C Issuer unless otherwise agreed by Administrative Agent.  1.5           Procedure for
Revolving Credit Borrowing.  (a)           Each Borrowing of a
Revolving Loan shall be made upon the Borrower Representatives irrevocable
(subject to Section 10.5) written notice delivered to
Administrative Agent substantially in the form of a Notice of Borrowing or in a
writing in any other form acceptable to Administrative Agent, which notice must
be received by Administrative Agent prior to 1:00 p.m. (New York time) (i) on
the date which is one (1) Business Day prior to the requested Borrowing
date of each Base Rate Loan or Canadian Index Rate Loan and (ii) on the
day which is three (3) Business Days prior to the requested Borrowing date
in the case of any LIBOR Rate Loan.  Such
Notice of Borrowing shall specify:  (i)            whether the
Borrowing is to be comprised of Domestic Revolving Loans or Canadian Revolving
Loans and, in the case of Canadian Revolving Loans, whether such Loans are to
be denominated in Dollars or Canadian Dollars;  15


(ii)           the amount of the
Borrowing (which shall be in an aggregate minimum principal amount of $100,000,
or C$100,000, as applicable);  (iii)          the requested
Borrowing date, which shall be a Business Day;  (iv)          whether the
Borrowing is to be comprised of LIBOR Rate Loans, Base Rate Loans or Canadian
Index Rate Loans; and  (v)           if the Borrowing is
to be LIBOR Rate Loans, the Interest Period applicable to such Loans.  (b)           Upon receipt of a
Notice of Borrowing, Administrative Agent will promptly notify each Revolving
Lender of such Notice of Borrowing and of the amount of such Lenders
Commitment Percentage of the Borrowing.  (c)           Unless
Administrative Agent is otherwise directed in writing by the Borrower
Representative, the proceeds of each requested Borrowing after the Closing Date
will be made available to the Applicable Borrower by Administrative Agent by
wire transfer of such amount to the Applicable Borrower pursuant to the wire
transfer instructions specified on the signature page hereto.  1.6           Conversion and Continuation
Elections.  (a)           The Applicable
Borrower shall have the option to (i) request that any Revolving Loan be
made as a LIBOR Rate Loan, (ii) convert at any time all or any part of
outstanding (x) Base Rate Loans (other than Domestic Swing Loans) to LIBOR
Rate Loans denominated in Dollars or (y) Canadian Index Rate Loans (other
than Canadian Swing Loans) to LIBOR Rate Loans denominated in Canadian Dollars,
(iii) convert any (x) LIBOR Rate Loan denominated in Dollars to a
Base Rate Loan or (y) LIBOR Rate Loan denominated in Canadian Dollars to a
Canadian Index Rate Loan, subject to Section 10.4 if such
conversion is made prior to the expiration of the Interest Period applicable
thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate
Loan upon the expiration of the applicable Interest Period.  Any Loan or group of Loans having the same
proposed Interest Period to be made or continued as, or converted into, a LIBOR
Rate Loan must be in a minimum amount of $5,000,000.  Any such election must be made by Borrower
Representative by 2:00 p.m. (New York time) on the 3rd Business Day prior
to (1) the date of any proposed Revolving Loan which is to bear interest
at LIBOR, (2) the end of each Interest Period with respect to any LIBOR
Rate Loans to be continued as such, or (3) the date on which the
Applicable Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan
for an Interest Period designated by Borrower Representative in such
election.  If no election is received
with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the 3rd
Business Day prior to the end of the Interest Period with respect thereto, that
LIBOR Rate Loan shall be converted to a Base Rate Loan or Canadian Index Rate
Loan, as applicable, at the end of its Interest Period.  Borrower Representative must make such
election by notice to Administrative  16


Agent
in writing, including by Electronic Transmission.  In the case of any conversion or
continuation, such election must be made pursuant to a written notice (a Notice
of Conversion/Continuation) substantially in the form of Exhibit 1.6
or in a writing in any other form acceptable to Administrative Agent.  No Loan shall be made, converted into or
continued as a LIBOR Rate Loan, if the conditions to Loans and Letters of
Credit in Section 2.2 are not met at the time of such proposed
conversion or continuation.  (b)           Upon receipt of a
Notice of Conversion/Continuation, Administrative Agent will promptly notify
each Lender thereof.  In addition,
Administrative Agent will, with reasonable promptness, notify the Borrower
Representative and the Lenders of each determination of LIBOR; provided that
any failure to do so shall not relieve any Borrower of any liability hereunder
or provide the basis for any claim against Administrative Agent.  All conversions and continuations shall be
made pro rata according to the respective outstanding principal amounts of the
Loans held by each Lender with respect to which the notice was given.  (c)           Notwithstanding any
other provision contained in this Agreement, after giving effect to any
Borrowing, or to any continuation or conversion of any Loans, there shall not
be more than seven (7) different Interest Periods in effect.  1.7           Optional
Prepayments.  (a)           Each Borrower may,
at any time upon at least two (2) Business Days (or such shorter period
as is acceptable to Administrative Agent) prior written notice by Borrower
Representative to Administrative Agent, prepay its Revolving Loans (without a
corresponding reduction of the Aggregate Revolving Loan Commitment) in whole or
in part in an amount greater than or equal to $100,000 or C$100,000, as
applicable, in each instance, without penalty or premium except as provided in Section 10.4.  Optional partial prepayments of the Revolving
Loans shall be applied in the manner set forth in subsection 1.8(d).  Optional partial prepayments of the Revolving
Loans in amounts less than $100,000 or C$100,000, as applicable, shall not be
permitted.  (b)           The notice of any
prepayment shall not thereafter be revocable by the Applicable Borrower or
Borrower Representative and Administrative Agent will promptly notify each
Lender thereof and of such Lenders Commitment Percentage of such
prepayment.  The payment amount specified
in such notice shall be due and payable on the date specified therein.  Together with each prepayment under this Section 1.7,
the Applicable Borrower shall pay any amounts required pursuant to Section 10.4.  1.8           Mandatory
Prepayments of Loans .  (a)           Revolving
Termination Date.  Each Borrower
shall repay to the Lenders in full on the date specified in clause (a) of
the definition of Revolving Termination Date the aggregate principal amount
of its Revolving Loans and Swing Loans outstanding on the Revolving Termination
Date.  17


(b)           If at any time the
U.S. Dollar Equivalent of the then outstanding principal balance of Revolving
Loans exceeds the Maximum Revolving Loan Balance, then GGC or the Canadian
Borrower, as applicable, shall immediately prepay outstanding Revolving Loans
and then cash collateralize outstanding Letters of Credit in an amount
sufficient to eliminate such excess in accordance herewith and in a manner
satisfactory to the L/C Issuers.  Subject
to clause 1.1(a)(ii), if at any time the then outstanding principal
balance of Domestic Revolving Loans exceeds the Maximum Domestic Revolving Loan
Balance, then GGC shall immediately prepay outstanding Domestic Revolving Loans
and then cash collateralize outstanding Domestic Letters of Credit in an amount
sufficient to eliminate such excess in accordance herewith and in a manner
satisfactory to the L/C Issuers.  Subject
to clause 1.1(a)(ii), if at any time the then outstanding principal
balance of Canadian Revolving Loans exceeds the Maximum Canadian Revolving Loan
Balance, then the Canadian Borrower shall immediately prepay outstanding
Canadian Revolving Loans and then cash collateralize outstanding Canadian
Letters of Credit in an amount sufficient to eliminate such excess in
accordance herewith and in a manner satisfactory to the L/C Issuers.  (c)           Asset
Dispositions.  If a Credit Party or
any Subsidiary of a Credit Party shall, during a Cash Dominion Period, or, if
after giving effect to any transaction described in clause (i) or (ii) below,
a Cash Dominion Period (without giving effect to any Cash Dominion Grace
Period) is triggered:  (i)            make a Disposition
of ABL Priority Collateral; or  (ii)           suffer an Event of
Loss with respect to ABL Priority Collateral;  then (A) the Borrower
Representative shall promptly notify Administrative Agent of such Disposition
or Event of Loss (including the amount of the estimated Net Proceeds to be
received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly
upon receipt by a Borrower and/or such Subsidiary of the Net Proceeds of such
Disposition or Event of Loss, the Credit Parties shall deliver, or cause to be
delivered, such Net Proceeds to Administrative Agent for distribution to the
Lenders as a prepayment of the Loans, which prepayment shall be applied in
accordance with subsection 1.8(d). 
Notwithstanding the foregoing, and provided no Default or Event of
Default has occurred and is continuing, any such prepayment pursuant to clause
(ii) above shall not be required to the extent a Credit Party or such
Subsidiary uses the Net Proceeds of such Event of Loss to repair or replace
such ABL Priority Collateral with assets constituting ABL Priority Collateral,
within one hundred eighty (180) days after the date of such Event of Loss;
provided that Borrower Representative notifies Administrative Agent of its
intent to repair or replace such ABL Priority Collateral at the time such
proceeds are received.  (d)           Application of
Prepayments.  Any prepayments
pursuant to Section 1.7 or subsection 1.8(b) or 1.8(c) (i) of
Domestic Revolving Loans shall be applied first to prepay outstanding
Domestic Swing Loans and second to prepay  18


outstanding
Domestic Revolving Loans without a permanent reduction of the Aggregate
Revolving Loan Commitment and (ii) of Canadian Revolving Loans shall be
applied first to prepay outstanding Canadian Swing Loans and second
to prepay outstanding Canadian Revolving Loans without a permanent reduction of
the Aggregate Revolving Loan Commitment or the Canadian Revolving Loan
Sublimit; provided that any prepayments pursuant to subsection 1.8(c) in
respect of a Disposition or Event of Loss relating to ABL Priority Collateral
owned by (x) GGC or any of its Subsidiaries (other than any Canadian
Subsidiary) shall be applied solely to Domestic Obligations and (y) the
Canadian Borrower or any of its Canadian Subsidiaries shall be applied solely
to Canadian Obligations.  To the extent
permitted by the foregoing sentence, amounts prepaid shall be applied first to
any Base Rate Loans or Canadian Index Rate Loans, as applicable, then
outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest
Periods remaining.  Together with each
prepayment under this Section 1.8, the Applicable Borrower shall
pay any amounts required pursuant to Section 10.4.  (e)           No Implied
Consent.  Provisions contained in
this Section 1.8 for the application of proceeds of certain
transactions shall not be deemed to constitute consent of the Lenders to
transactions that are not otherwise permitted by the terms hereof or the other
Loan Documents.  1.9           Fees.  (a)           Fees.  The Borrowers shall pay to Administrative
Agent, for Administrative Agents own account, fees in the amounts and at the
times set forth in a letter agreement between the Borrowers and Administrative
Agent dated of even date herewith (as amended from time to time, the Fee
Letter).  (b)           Unused Commitment
Fee.  The Borrowers shall pay to
Administrative Agent a fee (the Unused Commitment Fee) for each day in
an amount equal to:  (i)            the Aggregate
Revolving Loan Commitment for such day, less  (ii)           the Revolving Loan
Commitment for such day of any Non-Funding Lender, less  (iii)          the sum of (x) the
Revolving Loans outstanding plus (y) the Swing Loans outstanding plus (z) the
amount of Letter of Credit Obligations, in each case for such day,  multiplied
by (A) 0.75% per annum if the then applicable Utilization is less than 50%
and (B) 0.50% per annum if the then applicable Utilization is greater than
or equal to 50%.  Such fee shall be
payable monthly in arrears on the first day of the calendar month following the
date hereof and the first day of each calendar month thereafter.  The Unused Commitment Fee provided in this subsection
1.9(b) shall accrue at all times from  19


and after mutual execution
and delivery of this Agreement. 
Following receipt of the Unused Commitment Fee, Administrative Agent
shall pay to each Revolving Lender (other than the Swingline Lender with
respect to any Swing Loans, and other than any Non-Funding Lender from and
after the date such Lender became a Non-Funding Lender and regardless of
whether such Non-Funding Lenders Commitment has been terminated) from, and to
the extent of, the Unused Commitment Fee and interest received by it on the
Swing Loans an amount equal to its pro rata share of the Unused Commitment Fee
calculated as if the average daily balance of Swing Loans for the preceding
calendar month had been zero.  (c)           Letter of Credit
Fee.  Each Borrower agrees to pay to
Administrative Agent for the ratable benefit of the Revolving Lenders, as
compensation to such Lenders for Letter of Credit Obligations incurred
hereunder on behalf of or for the benefit of such Borrower, (i) without
duplication of costs and expenses otherwise payable to Administrative Agent or
Lenders hereunder or fees otherwise paid by such Borrower, any costs and
expenses incurred by Administrative Agent or any Lender on account of such
Letter of Credit Obligations, and (ii) for each calendar month during
which any such Letter of Credit Obligation shall remain outstanding, a fee (the
Letter of Credit Fee) in an amount equal to the product of the average
daily undrawn face amount of all such Letters of Credit issued, guaranteed or
supported by risk participation agreements multiplied by a per annum rate equal
to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate
Loans; provided, however, at Required Lenders option, while an Event of
Default exists (or automatically while an Event of Default under subsection
7.1(a), 7.1(f) or 7.1(g) exists), such rate shall
be increased by two percent (2.00%) per annum. 
Such fee shall be paid to Administrative Agent for the benefit of the
Revolving Lenders in arrears, on the first day of each calendar month and on
the date on which all Letter of Credit Obligations have been discharged.  In addition, the Applicable Borrower shall pay
to any L/C Issuer, on demand, its customary fees at then prevailing rates,
without duplication of fees otherwise payable hereunder (including all per
annum fees), charges and expenses of such L/C Issuer in respect of the
issuance, negotiation, acceptance, amendment, transfer and payment of such
Letter of Credit or otherwise payable pursuant to the application and related
documentation under which such Letter of Credit is issued.  (d)           Letter of Credit
Fronting Fee.  Each Borrower agrees
to pay to Administrative Agent for the ratable benefit of the L/C Issuers, for
each calendar month during which any Letter of Credit Obligation shall remain
outstanding on its behalf or for its benefit, a fee (the Letter of Credit
Fronting Fee) in an amount equal to the product of the average daily
undrawn face amount of all Letters of Credit issued, guaranteed or supported by
risk participation agreements multiplied by 0.25% per annum.  Such fee shall be paid to Administrative Agent
for the benefit of the L/C Issuers in arrears, on the first day of each
calendar month and on the date on which all Letter of Credit Obligations have
been discharged.  20


1.10         Payments by the
Borrowers.  (a)           All payments
(including prepayments) to be made by each Credit Party on account of
principal, interest, fees and other amounts required hereunder shall be made
without set off, recoupment, counterclaim or deduction of any kind, shall,
except as otherwise expressly provided herein, be made to Administrative Agent
(for the ratable account of the Persons entitled thereto) at the address for
payment specified in the signature page hereof in relation to
Administrative Agent (or such other address as Administrative Agent may from
time to time specify in accordance with Section 9.2), including
payments utilizing the ACH system, and shall be made in Dollars with respect to
Domestic Obligations or Dollars or Canadian Dollars, as applicable, with
respect to Canadian Obligations and by wire transfer or ACH transfer in
immediately available funds (which shall be the exclusive means of payment
hereunder), no later than 1:00 p.m. (New York time) on the date due.  Any payment which is received by
Administrative Agent later than 1:00 p.m. (New York time) may in
Administrative Agents discretion be deemed to have been received on the
immediately succeeding Business Day and any applicable interest or fee shall
continue to accrue.  Each Borrower and
each other Credit Party hereby irrevocably waives the right to direct the
application during the continuance of an Event of Default of any and all
payments in respect of any Obligation and any proceeds of Collateral.  Each Borrower hereby authorizes
Administrative Agent and each Lender to make a Revolving Loan (which shall be a
Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a
Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C
Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of
Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after
five (5) days prior notice to the Borrower Representative, other fees,
costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or
under the other Loan Documents.  (b)           Subject to the
provisions set forth in the definition of Interest Period herein, if any
payment hereunder shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.  (c)           During the
continuance of an Event of Default, Administrative Agent may, and shall upon
the direction of Required Lenders apply any and all payments received by
Administrative Agent in respect of any Obligation in accordance with clauses
first through sixth below. 
Notwithstanding any provision herein to the contrary, all amounts
collected or received by Administrative Agent after any or all of the
Obligations have been accelerated (so long as such acceleration has not been
rescinded), including proceeds of Collateral, shall be applied as follows:  first, to payment of
costs and expenses, including Attorney Costs, of Administrative Agent payable
or reimbursable by the Credit Parties under the Loan Documents and to all
obligations owing to Agent, Swingline Lender, or L/C Issuer by any Non-Funding
Lender under the Loan Documents;  21


second, to payment of
Attorney Costs of Lenders payable or reimbursable by the Borrowers under this
Agreement;  third, to payment of
all accrued unpaid interest on the Obligations and fees owed to Administrative
Agent, Lenders and L/C Issuers;  fourth, to payment of
principal of the Obligations including, without limitation, L/C Reimbursement
Obligations then due and payable, any Obligations under any Secured Rate
Contract and cash collateralization of unmatured L/C Reimbursement Obligations
to the extent not then due and payable);  fifth, to payment of
any Obligations arising under or pursuant to any Noticed Bank Products, on a
pro rata basis;  sixth, to payment of
any other Obligations then arising under any other Bank Products;  seventh, to payment of
any other amounts owing constituting Obligations; and  eighth, any remainder
shall be for the account of and paid to whoever may be lawfully entitled
thereto.  In carrying out the
foregoing, (i) amounts received shall be applied in the numerical order
provided until exhausted prior to the application to the next succeeding
category and (ii) each of the Lenders or other Persons entitled to payment
shall receive an amount equal to its pro rata share of amounts available to be
applied pursuant to clauses third, fourth and seventh above.Amounts distributed with respect to any Bank Products
shall be the actual amount owing under such Bank Product as calculated by the
applicable Bank Product Provider and reported in writing to Administrative
Agent.  Administrative Agent shall have
no obligation to calculate the amount to be distributed with respect to any
Bank Product, but may rely upon written notice of the amount (setting forth a
reasonably detailed calculation) from the applicable Bank Product
Provider.  In the absence of such notice,
Administrative Agent may assume the amount to be distributed is the amount of
such Bank Product last reported to it.  (d)           Notwithstanding the
foregoing provisions of subsection 1.10(c), (i) payments from GGC
and proceeds of any U.S. Collateral shall be applied to pay the Domestic
Obligations in the order set forth in subsection 1.10(c); in the case of
items first and second, to the extent of GGCs Ratable Share of
such Obligations; in the case of item third, to the extent of interest
and fees on the Loans and Letters of Credit advanced to, or for the account of,
GGC; and in the case of item fourth to the principal and cash
collateralization of Loans advanced to GGC and Letters of Credit for GGCs
account, and thereafter, to the Obligations of the Canadian Borrower in the
order set forth above and (ii) payments from the Canadian Borrower and
proceeds of any Canadian Collateral shall  22


be
applied to pay the Canadian Obligations in the order set forth in subsection
1.10(c); in the case of items first and second, to the extent
of the Canadian Borrowers Ratable Share of such Obligations; in the case of
item third, to the extent of interest and fees on the Loans and Letters
of Credit advanced to, or for the account of, the Canadian Borrower; and in the
case of item fourth to the principal and cash collateralization of Loans
advanced to the Canadian Borrower and Letters of Credit for the Canadian
Borrowers account; provided that, in no event shall payments from the Canadian
Borrower or proceeds of any Canadian Collateral be applied to pay the Domestic
Obligations.  1.11         Payments by the
Lenders to Administrative Agent; Settlement.  (a)           Administrative Agent
may, on behalf of Lenders, disburse funds to the Applicable Borrower for Loans
requested.  Each Lender shall reimburse
Administrative Agent on demand for all funds disbursed on its behalf by
Administrative Agent, or if Administrative Agent so requests, each Lender will
remit to Administrative Agent its Commitment Percentage of any Loan before
Administrative Agent disburses same to the Applicable Borrower.  If Administrative Agent elects to require
that each Lender make funds available to Administrative Agent prior to
disbursement by Administrative Agent to the Applicable Borrower, Administrative
Agent shall advise each Lender by telephone or fax of the amount of such Lenders
Commitment Percentage of the Loan requested by the Borrower Representative no
later than the Business Day prior to the scheduled Borrowing date applicable
thereto, and each such Lender shall pay Administrative Agent such Lenders
Commitment Percentage of such requested Loan, in same day funds, by wire
transfer to Administrative Agents account, as set forth on Administrative
Agents signature page hereto, no later than 1:00 p.m. (New York
time) on such scheduled Borrowing date. 
Nothing in this subsection 1.11(a) or elsewhere in this
Agreement or the other Loan Documents, including the remaining provisions of Section 1.11,
shall be deemed to require Administrative Agent to advance funds on behalf of
any Lender or to relieve any Lender from its obligation to fulfill its
Commitments hereunder or to prejudice any rights that Administrative Agent, any
Lender or the Borrowers may have against any Lender as a result of any default
by such Lender hereunder.  (b)           At least once each
calendar week or more frequently at Administrative Agents election (each, a Settlement
Date), Administrative Agent shall advise each Lender by telephone or fax of
the amount of such Lenders Commitment Percentage of principal, interest and
Fees paid for the benefit of Lenders with respect to each applicable Loan.  Provided that each Lender has funded all
payments required to be made by it and funded all purchases of participations
required to be funded by it under this Agreement and the other Loan Documents
as of such Settlement Date, Administrative Agent shall pay to each Lender such
Lenders Commitment Percentage (as increased in accordance with the
reallocation and assumption required by the second sentence of subsection
1.1(b)(vii) until such time as such Lenders have received payment in full
of the Aggregate Excess Funding Amount) of principal, interest and fees paid by
each Borrower since the previous Settlement Date for the benefit of such Lender
on the Loans held by it.  Such payments
shall be made by wire transfer to such Lender not later  23


than
2:00 p.m. (New York time) on the next Business Day following each
Settlement Date.  Administrative Agent
shall be entitled to set off the funding shortfall against any Non-Funding
Lenders Commitment Percentage of all payments received from the Borrowers,
after making payment in full of the Aggregate Excess Funding Amount to the
funding Lenders thereof, and hold, in a non-interest bearing account, all
remaining portions of any payments received by Administrative Agent for the
benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral
for any unfunded reimbursement obligations of such Non-Funding Lender until the
Obligations are paid in full in cash, all Letter of Credit Obligations have
been discharged or cash collateralized and all Commitments have been
terminated, and upon such unfunded obligations owing by a Non-Funding Lender
becoming due and payable, Administrative Agent shall be authorized to use such
cash collateral to make such payment on behalf of such Non-Funding Lender.  Any amounts owing by a Non-Funding Lender to
Administrative Agent which are not paid when due shall accrue interest at the
interest rate applicable during such period to Revolving Loans that are Base
Rate Loans or Canadian Index Rate Loans, as applicable.  (c)           Availability of
Lenders Commitment Percentage. 
Administrative Agent may assume that each Revolving Lender will make its
Commitment Percentage of each Revolving Loan available to Administrative Agent
on each Borrowing date.  If such
Commitment Percentage is not, in fact, paid to Administrative Agent by such
Revolving Lender when due, Administrative Agent will be entitled to recover
such amount on demand from such Revolving Lender without setoff, counterclaim
or deduction of any kind.  If any
Revolving Lender fails to pay the amount of its Commitment Percentage forthwith
upon Administrative Agents demand, Administrative Agent shall promptly notify
the Borrower Representative and the Applicable Borrower shall immediately repay
such amount to Administrative Agent. 
Nothing in this subsection 1.11(c) or elsewhere in this
Agreement or the other Loan Documents shall be deemed to require Administrative
Agent to advance funds on behalf of any Revolving Lender or to relieve any
Revolving Lender from its obligation to fulfill its Commitments hereunder or to
prejudice any rights that the Borrowers may have against any Revolving Lender
as a result of any default by such Revolving Lender hereunder.  Without limiting the provisions of subsection
1.11(b), to the extent that Administrative Agent advances funds to any
Borrower on behalf of any Revolving Lender and is not reimbursed therefor on
the same Business Day as such advance is made, Administrative Agent shall be
entitled to retain for its account all interest accrued on such advance from
the date such advance was made until reimbursed by the applicable Revolving
Lender.  (d)           Return of
Payments.  (i)            If Administrative
Agent pays an amount to a Lender under this Agreement in the belief or
expectation that a related payment has been or will be received by
Administrative Agent from any Borrower and such related payment is not received
by Administrative Agent, then Administrative Agent will be entitled to recover
such amount from such Lender on demand without setoff, counterclaim or
deduction of any kind.  24


(ii)           If Administrative
Agent determines at any time that any amount received by Administrative Agent
under this Agreement or any other Loan Document must be returned to any Credit
Party or paid to any other Person pursuant to any insolvency law or otherwise,
then, notwithstanding any other term or condition of this Agreement or any
other Loan Document, Administrative Agent will not be required to distribute
any portion thereof to any Lender.  In
addition, each Lender will repay to Administrative Agent on demand any portion
of such amount that Administrative Agent has distributed to such Lender,
together with interest at such rate, if any, as Administrative Agent is
required to pay to any Borrower or such other Person, without setoff,
counterclaim or deduction of any kind, and Administrative Agent will be
entitled to set-off against future distributions to such Lender any such
amounts (with interest) that are not repaid on demand.  (e)           Non-Funding
Lenders.  The failure of any
Non-Funding Lender to make any Revolving Loan, Letter of Credit Obligation or
any payment required by it hereunder, or to fund any purchase of any
participation to be made or funded by it on the date specified therefor shall
not relieve any other Lender (each such other Revolving Lender, an Other
Lender) of its obligations to make such loan or fund the purchase of any such
participation on such date, but neither Administrative Agent nor, other than as
expressly set forth herein, any Other Lender shall be responsible for the
failure of any Non-Funding Lender to make a loan, fund the purchase of a
participation or make any other payment required hereunder.  Notwithstanding anything set forth herein to
the contrary, a Non-Funding Lender shall not have any voting or consent rights
under or with respect to any Loan Document or constitute a Lender or a Revolving
Lender (or be, or have its Loans and Commitments, included in the
determination of Required Lenders or Lenders directly affected pursuant to Section 9.1)
for any voting or consent rights under or with respect to any Loan Document;
provided that the Commitment of such Non-Funding Lender shall not be increased
or extended without the consent of such Non-Funding Lender.  Moreover, for the purposes of determining
Required Lenders, the Loans and Commitments held by Non-Funding Lenders shall
be excluded from the total Loans and Commitments outstanding.  (f)            Procedures.  Administrative Agent is hereby authorized by
each Credit Party and each other Secured Party to establish procedures (and to
amend such procedures from time to time) to facilitate administration and
servicing of the Loans and other matters incidental thereto.  Without limiting the generality of the
foregoing, Administrative Agent is hereby authorized to establish procedures to
make available or deliver, or to accept, notices, documents and similar items
on, by posting to or submitting and/or completion on, E-Systems.  1.12         Borrower
Representative.  Each Borrower hereby
designates and appoints GGC as its representative and agent on its behalf (the Borrower
Representative) for the purposes of issuing Notices of Borrowings, Notices of
Conversion/Continuation, L/C Requests and Swingline Requests, delivering
certificates including Compliance Certificates and Borrowing Base Certificates,
giving instructions with respect to the disbursement of the proceeds of the
Loans, selecting interest rate options, giving and  25


receiving
all other notices and consents hereunder or under any of the other Loan
Documents and taking all other actions (including in respect of compliance with
covenants) on behalf of any Borrower or the Borrowers under the Loan
Documents.  Borrower Representative
hereby accepts such appointment. 
Administrative Agent and each Lender may regard any notice or other
communication pursuant to any Loan Document from Borrower Representative as a
notice or communication from all Borrowers. 
Each warranty, covenant, agreement and undertaking made on behalf of a
Borrower by Borrower Representative shall be deemed for all purposes to have
been made by such Borrower and shall be binding upon and enforceable against
such Borrower to the same extent as if the same had been made directly by such
Borrower.  1.13         Eligible Accounts.  All of the Accounts (i) owned by each
Credit Party, (ii) arising from the actual and bona fide sale and delivery
of goods by such Credit Party or rendition of services by such Credit Party in
the ordinary course of its business which transactions are completed in
accordance with the terms and provisions contained in any documents related
thereto and (iii) properly reflected as Eligible Accounts in the most
recent Borrowing Base Certificatedelivered by
Borrower Representative to Administrative Agent shall be Eligible Accounts
for purposes of this Agreement, except any Account to which any of the
exclusionary criteria set forth below applies. 
The Co-Collateral Agents shall have the right to establish, modify or
eliminate Reserves against Eligible Accounts from time to time in their
Permitted Discretion.  Eligible Accounts
shall not include the following Accounts of a Credit Party:  (a)           Past Due Accounts.  Accounts that:  (i)            with respect to Credit Parties who
maintain invoice date agings, are over 90 days from date of invoice; or  (ii)           with respect to Credit Parties who
maintain due date agings, are over 60 days past due; provided, however, that
all such amounts that are over 120 days from date of invoice in such agings
shall be considered ineligible.  (b)           Cross Aged
Accounts.  Accounts that are the
obligations of an Account Debtor if fifty percent (50%) or more of the Dollar
amount of all Accounts owing by that Account Debtor are ineligible under the
criteria set forth in subsection 1.13(a);  (c)           Foreign Accounts.  Accounts that are the obligations of an
Account Debtor located in a country other than the United States or Canada
unless payment thereof is assured by a letter of credit assigned and delivered
to Administrative Agent, satisfactory to the Co-Collateral Agents as to form,
amount and issuer, or subject to credit insurance payable to Administrative
Agent issued by an insurer and on terms and in an amount acceptable to the
Co-Collateral Agents;  (d)           Government
Accounts.  Accounts that are the
obligation of an Account Debtor that is the United States government or a
political subdivision thereof, or  26


any
state, county or municipality or department, agency or instrumentality thereof
or the Canadian government (Her Majesty The Queen in Right of Canada) or a
political subdivision thereof, or any province or territory, or any
municipality or department, agency or instrumentality thereof, unless both
Co-Collateral Agents, in their Permitted Discretion, have agreed to the
contrary in writing, or the applicable Credit Party has complied with respect
to such obligation with the Federal Assignment of Claims Act of 1940 or the
Financial Administration Act (Canada), as applicable, or any applicable state,
county or municipal law restricting the assignment thereof with respect to such
obligation;  (e)           Contra Accounts.  Accounts to the extent a Borrower or any
Subsidiary thereof is liable for goods sold or services rendered by the
applicable Account Debtor to such Borrower or any Subsidiary thereof but only
to the extent of the potential offset;  (f)            Chargebacks/Partial
Payments/Disputed.  Any Account if
any defense, counterclaim, setoff or dispute is asserted as to such Account,
but only to the extent of any such asserted defense, counterclaim, setoff or
dispute;  (g)           Inter-Company/Affiliate
Accounts.  Accounts that arise from a
sale to any Affiliate of any Credit Party;  (h)           Concentration
Risk  Accounts to the extent that
such Account, together with all other Eligible Accounts owing by such Account
Debtor and its Affiliates as of any date of determination exceed fifteen
percent 15% of all Eligible Accounts;  (i)            Credit Risk.  Accounts that are owed by Account Debtors
that are not deemed credit worthy as determined by the Co-Collateral Agents in
their Permitted Discretion, upon the delivery of prior or contemporaneous
notice (oral or written) of such determination to the Borrower Representative;  (j)Pre-Billing.Accounts with respect to which an invoice has been
sent to the applicable Account Debtor, but for which goods or services have not
been shipped or provided.  (k)           Un-Billed. Accounts with
respect to which an invoice, reasonably acceptable to Administrative Agent in
form and substance, has not been sent to the applicable Account Debtor;  (l)            Defaulted
Accounts; Bankruptcy.  Accounts
where:  (i)            the Account Debtor
obligated upon such Account suspends business, makes a general assignment for
the benefit of creditors or fails to pay its debts generally as they come due;
or  27


(ii)           a petition is filed by or against any
Account Debtor obligated upon such Account under any bankruptcy law or any
other federal, state or foreign (including any provincial) receivership,
insolvency relief or other law or laws for the relief of debtors;  (m)          Employee Accounts.  Accounts that arise from a sale to any
director, officer, other employee, or to any entity that has any common officer
with any Credit Party;  (n)           Progress Billing.  Accounts (i) as to which a Credit Party
is not able to bring suit or otherwise enforce its remedies against the Account
Debtor through judicial process, or (ii) if the Account represents a
progress billing consisting of an invoice for goods sold or used or services
rendered pursuant to a contract under which the Account Debtors obligation to
pay that invoice is subject to a Credit Partys completion of further
performance under such contract or is subject to the equitable lien of a surety
bond issuer;  (o)           Bill and Hold.  Accounts that arise with respect to goods
that are delivered on a bill-and-hold basis unless the Administrative Agent
shall have received an agreement in writing from the Account Debtor, in form
and substance satisfactory to the Administrative Agent, confirming the
unconditional obligation of the Account Debtor to take the goods related
thereto and pay such invoice;  (p)           C.O.D..  Accounts that arise with respect to goods
that are delivered on a cash-on-delivery basis;  (q)           Credit Limit.  Accounts to the extent such Account exceeds
any credit limit established by the Co-Collateral Agents, in their Permitted
Discretion, following prior notice of such limit by the Co-Collateral Agents to
the Borrower Representative;  (r)            Non-Acceptable Alternative
Currency.  Accounts that are payable
in any currency other than Dollars or Canadian Dollars;  (s)           Other Liens Against Receivables.  Accounts that (i) are not owned by a
Credit Party or (ii) are subject to any right, claim, Lien or other
interest of any other Person, other than Liens (x) in favor of
Administrative Agent, securing the Obligations or (y) permitted pursuant
to subsection 5.1 provided that such Liens are subordinated to the Liens
in favor of Administrative Agent on terms satisfactory to Administrative Agent
or are in respect of Prior Claims not yet due and payable in respect of which
the Credit Party maintains sufficient cash reserve for payment;  (t)            Conditional Sale.  Accounts that arise with respect to goods
that are placed on consignment, guaranteed sale or other terms by reason of
which the payment by the Account Debtor is conditional;  28


(u)           Judgments, Notes
or Chattel Paper.  Accounts that are
evidenced by a judgment, Instrument or Chattel Paper;  (v)           Not Bona Fide.  Accounts that are not true and correct
statements of bona fide obligations incurred in the amount of such Account for
merchandise sold to or services rendered and accepted by the applicable Account
Debtor;  (w)          Ordinary Course;
Sales of Equipment or Bulk Sales. 
Accounts that do not arise from the sale of goods or the performance of
services by a Credit Party in the Ordinary Course of Business, including,
without limitation, sales of Equipment and bulk sales;  (x)            Not Perfected.  Accounts as to which Administrative Agents
Lien thereon, on behalf of itself and the other Secured Parties, is not a first
priority perfected Lien (unless the Administrative Agents Liens are subject
only to Prior Claims not yet due and payable in respect of which the Credit
Party maintains sufficient cash reserve for payment;  (y)           Volume Rebates.Accounts with respect to which a Credit Party is
expected to offer such Accounts future rebates for purchases, but only to the
extent of such future rebates, it being understood that the basis for this
ineligible may be based upon a general ledger reserve for same established by a
Credit Party;  (z)            Accrued Warranties:  Accounts as to which Credit Parties have
identified and reserved for future warranty claims, but only to the extent of
such future warranty claims, it being understood that the basis for this
ineligible may be based upon a general ledger reserve for same established by a
Credit Party;  (aa)         [Reserved]; or  (bb)         Miscellaneous.  Accounts, without duplication or limitation, (i) whose
collectability is doubtful in the commercially reasonable judgment of the
Administrative Agent, (ii) as to which any of the representations and
warranties in the Loan Documents are untrue, (iii) to the extent that a
Borrower or any Subsidiary thereof owes a credit to the applicable Account
Debtor, but only to the extent of such credit, and (iv) to the extent
constituting reconciliations between source documents and other reported data.  1.14        Eligible Inventory.  All of the Inventory owned by each Credit
Party and properly reflected as Eligible Inventory, in the most recent
Borrowing Base Certificate delivered by Borrower Representative to
Administrative Agent shall be Eligible Inventory for purposes of this
Agreement, except any Inventory to which any of the exclusionary criteria set
forth below or in the component definitions herein applies.  The Co-Collateral Agents shall have the right
to establish, modify, or eliminate Reserves against Eligible Inventory from
time to time in their Permitted Discretion. 
Eligible Inventory shall not include the following Inventory of a Credit
Party:  29


(a)           Excess/Obsolete.  Inventory that is, excess, obsolete,
unsaleable, shopworn, or seconds;  (b)           Damaged.  Inventory that is damaged or unfit for sale;  (c)           Locations <
$100M.  Inventory is located at any
site if the aggregate book value of Inventory at any such location is less than
$100,000;  (d)           Consignment.  Inventory that is placed on consignment
unless such Inventory is subject to Co-Collateral Agents customary eligibility
criteria for consignment Inventory (GGC to be notified on a case by case basis)
and shall be otherwise eligible;  (e)           Off-Site.  Inventory that (i) is not located on
premises owned, leased or rented by a Credit Party and set forth in Schedule
3.21 or (ii) is stored at a leased location, unless (x) a
reasonably satisfactory landlord waiver has been delivered to Administrative
Agent and such Inventory is segregated or otherwise separately identifiable
from goods of others, if any, stored on such leased premises, or (y) Reserves
of three months rent have been established with respect thereto, (iii) is
stored with a bailee or warehouseman unless (x) a reasonably satisfactory,
acknowledged bailee letter has been received by Administrative Agent with
respect thereto and such Inventory is segregated or otherwise separately
identifiable from goods of others, if any, stored at such location and (y) Reserves
of three months rent have been established with respect thereto, or (iv) is
located at an owned or leased location subject to a mortgage (other than a
mortgage subject to the Intercreditor Agreement) in favor of a lender other
than Administrative Agent, unless (x) a reasonably satisfactory mortgagee
waiver has been delivered to Administrative Agent or (y) Reserves of three
months mortgage interest have been established with respect thereto;  (f)            In-Transit.  Inventory that is in transit (other than
Inventory that is otherwise Eligible Inventory and is in transit between U.S. and/or
Canada locations of the Credit Parties; provided that the Administrative Agent
shall have received a collateral access agreement duly executed and delivered
by the freight forwarder handling the shipping and delivery of such Inventory);
provided that any such Inventory en route from any such U.S. location shall be
included in the Domestic Borrowing Base and any such Inventory en route from
any such Canadian location shall be included in the Canadian Borrowing Base;  (g)           Customized.  Inventory subject to any licensing,
trademark, trade name or copyright agreements with any third parties which
would require any consent of any third party for the sale or disposition of
that Inventory (which consent has not been obtained) or the payment of any
monies to any third party upon such sale or other disposition (to the extent of
such monies);  (h)           Packing/Shipping
Materials.  Inventory that consists
of packing or shipping materials, or manufacturing supplies;  30


(i)            Tooling.  Inventory that consists of tooling or
replacement parts;  (j)            Display.  Inventory that consists of display items;  (k)           Returns.  Inventory that consists of goods which have
been returned by the buyer;  (l)            Freight.  Inventory identified as deferred freight-in
costs by the Borrower on its general ledger and reflected on the most recent
Borrowing Base Certificate;  (m)          Hazardous
Materials.  Inventory that consists
of goods that can be transported or sold only with licenses that are not
readily available; provided, that in no event shall any of the Inventory
produced or stored by the Credit Parties in the Ordinary Course of Business as
of the Closing Date be excluded from Eligible Inventory solely as a result of
application of this clause (m), including, without limitation, chlorine,
caustic, vinyl chloride monomer, vinyl resins, vinyl compounds, acetone,
benzene, phenol natural gas or ethylene;  (n)           Un-insured.  Inventory that is not covered by casualty
insurance satisfying the requirements of Section 4.6;  (o)           Not Owned/Other
Liens.  Inventory that is not owned
by a Credit Party or is subject to Liens other than Permitted Liens described
in subsections 5.1(b), (c), (d), (f) and (p) (provided
that such Liens permitted pursuant to subsection 5.1(p) are
subordinated to the Liens in favor of Administrative Agent and are subject to
the terms of the Intercreditor Agreement) or rights of any other Person
(including the rights of a purchaser that has made progress payments and the
rights of a surety that has issued a bond to assure a Credit Partys
performance with respect to that Inventory);  (p)           Unperfected.  Inventory that is not subject to a first
priority Lien in favor of Administrative Agent on behalf of itself and the
Secured Parties (unless the Administrative Agents Liens are subject only to (i) Prior
Claims not yet due and payable in respect of which the Credit Party maintains
sufficient cash reserve for payment or (ii) Liens described in subsection
5.1(d) (subject to Reserves));  (q)           Negotiable Bill
of Sale.  Inventory that is covered
by a negotiable document of title, unless such document has been delivered to
Administrative Agent with all necessary endorsements, free and clear of all
Liens except Liens in favor of Administrative Agent, on behalf of itself and
the Secured Parties; or  (r)            Not Ordinary
Course.  Inventory (other than raw
materials) that is not of a type held for sale in the Ordinary Course of
Business of a Credit Party;  31


(s)           Slow-Moving.Inventory with no activity, production or sales over a
six month period, as determined and reassessed from time to time by the Credit
Parties and deemed to be reasonably satisfactory to the Co-Collateral Agents;  (t)            Natural Gas,
Oxygen and Nitrogen.  Inventory that
is classified as natural gas (unless otherwise deemed eligible by the
Co-Collateral Agents in their Permitted Discretion) oxygen or nitrogen by the
Credit Parties;  (u)           JV Inventory.  Inventory that relates to joint ventures of
GGC or any other Credit Party;  (v)           Heel Inventory.  Inventory that is classified as heel
Inventory to the extent not deemed to have any liquidation value in the most
recent Inventory Appraisal;  (w)          Shrink Reserve.  Inventory that is identified as such by the
Credit Parties consistent with historical practices.  (x)            Miscellaneous.  Inventory, without duplication or limitation,
which in the commercial judgment of the Co-Collateral Agents is of questionable
value or for which a reserve should be implemented including items constituting
reconciliations between source documents and other reported data; or  (y)           WIP. Work-In-Process
inventory, including without duplication raw materials in process.  1.15        Increases and
Reductions of Commitments.  (a)           GGC may at any time
and from time to time, by written notice to Administrative Agent (which shall
promptly deliver a copy thereof to each Lender) executed by GGC and one or more
financial institutions (the Increasing Lenders), which may include any
Lender, cause new Commitments to be extended by the Increasing Lenders (or
cause the Commitments of the Increasing Lenders that are already Lenders to be
increased, as the case may be) in an amount for each Increasing Lender (which
shall not be less than $5,000,000) set forth in such notice; provided that (i) the
new Commitments and increases in existing Commitments pursuant to this
paragraph shall not be greater than $100,000,000 in the aggregate during the
term of this Agreement and shall not be less than $15,000,000 (or any portion
of such $100,000,000 aggregate amount remaining unused) for any such increase
and (ii) each Increasing Lender, if not already a Lender hereunder, shall
become a party to this Agreement by completing and delivering to Administrative
Agent a duly executed accession agreement in a form satisfactory to
Administrative Agent and GGC (an Accession Agreement).  Any Incremental Facility (as defined below)
shall have the same terms (including, without limitation, applicable interest
rates and fees pursuant to Section 1.9, and be subject to the same
Loan Documents, as the Commitments existing immediately prior to the
effectiveness of such Incremental Facility. 
Each existing Lender shall, by notice to GGC and Administrative Agent
given not later than 10 days after the date of Administrative  32


Agents
notice delivered pursuant to the first sentence of this subsection, either
agree to provide a portion of any Incremental Facility (as defined below), or
decline to do so (and any existing Lender that does not deliver such notice
within such period of 10 days shall be deemed to have declined to do so).  In the event that, on the 10th day after
Administrative Agent shall have delivered the notice pursuant to the first
sentence of this paragraph, the existing Lenders shall have agreed to provide
an Incremental Facility in an aggregate amount greater than the amount
requested by GGC, allocations of the Commitments of the existing Lenders with
respect to such Incremental Facility shall be allocated proportionately among
such existing Lenders in accordance with the amounts of such Incremental
Facility that such existing Lenders agreed to provide.  In the event that, on the 10th day after Administrative
Agent shall have delivered the notice pursuant to the first sentence of this
paragraph, the existing Lenders shall have agreed to provide an Incremental
Facility in an aggregate amount less than the amount requested by GGC, the
remaining portion of such Incremental Facility may be provided by any other
bank or other financial institution; provided that Administrative Agent and
each L/C Issuer that is a Lender consents to such Person becoming a Lender
hereunder (which acceptance shall not be unreasonably withheld or delayed) if
such consent would be required under subsection 9.9(b) for an
assignment of Loans to such Person.  Any
new Commitments and increases in Commitments shall become effective on the date
specified in the applicable notices delivered pursuant to this Section 1.15
(but not prior to, for any Increasing Lender that is not already a Lender,
execution and delivery by such Increasing Lender of an Accession
Agreement).  Upon the effectiveness of
any Accession Agreement to which any Increasing Lender is a party, such
Increasing Lender shall thereafter be deemed to be a party to this Agreement
and shall be entitled to all rights, benefits and privileges and subject to all
obligations of a Lender hereunder.  Upon
the effectiveness of any new Commitments or increases in existing Commitments, Schedule
1.1(a) shall be deemed to have been amended to reflect the Commitments
of the Increasing Lenders. 
Notwithstanding the foregoing, no extension of or increase in
Commitments pursuant to this paragraph shall become effective unless (A) on
a pro forma basis for the initial Borrowing under any such Incremental Facility
and the application of the proceeds therefrom, (i) no Default or Event of
Default has occurred and is continuing and (ii) Excess Availability shall
be equal to or greater than $45,000,000, (B) Administrative Agent shall
have received those documents reasonably satisfactory to it, and (C) on
the effective date of such increase, the conditions set forth in Sections
2.2, shall be satisfied (with all references in such Sections to the making
of a Loan or the incurrence of a Letter of Credit Obligation being deemed to be
references to such extension of or increase in Commitments).  On the effective date (the Increase
Effective Date) of any extension of or increase in Commitments pursuant to
this Section 1.15 (an Incremental Facility), (1) the
aggregate principal amount of the Borrowings outstanding (the Initial
Borrowings) immediately prior to the Commitment Increase on the Increase
Effective Date shall be deemed to be paid, (2) each Increasing Lender that
shall have had a Commitment prior to the Commitment Increase shall pay to
Administrative Agent in same day funds an amount in Dollars or Canadian
Dollars, as applicable, equal to the difference between (I) the product of
(x) such Lenders Commitment Percentage (calculated after giving effect to
the Commitment Increase)  33


multiplied
by (y) the amount of each Subsequent Borrowing (as hereinafter defined)
and (II) the product of (x) such Lenders Commitment Percentage
(calculated without giving effect to the Commitment Increase) multiplied by (y) the
amount of each Initial Borrowing, (3) each Increasing Lender that shall
not have had a Commitment prior to the Commitment Increase shall pay to
Administrative Agent in same day funds an amount in Dollars or Canadian
Dollars, as applicable, equal to the product of (I) such Increasing Lenders
Commitment Percentage (calculated after giving effect to the Commitment
Increase) multiplied by (II) the amount of each Subsequent Borrowing, (4) after
it receives the funds specified in clauses (2) and (3) above,
Administrative Agent shall pay to each Lender the portion of such funds that is
equal to the difference between (I) the product of (x) such Lenders
Applicable Percentage (calculated without giving effect to the Commitment
Increase) multiplied by (y) the amount of each Initial Borrowing and (II) the
product of (x) such Lenders Commitment Percentage (calculated after
giving effect to the Commitment Increase) multiplied by (y) the amount of
each Subsequent Borrowing, (5) after the effectiveness of the Commitment
Increase, the Borrower shall be deemed to have made new Borrowings (the Subsequent
Borrowings) in amounts equal to the amounts of the Initial Borrowings and of
the Types and for the Interest Periods of the Initial Borrowings, (6) each
Lender shall be deemed to hold its Commitment Percentage of each Subsequent
Borrowing (calculated after giving effect to the Commitment Increase) and (7) the
Borrower shall pay each Lender any and all accrued but unpaid interest on its
Loans comprising the Initial Borrowings. 
The deemed payments made pursuant to clause (1) above shall be
subject to compensation by the Borrower pursuant to Section 10.4 if
the Increase Effective Date occurs other than on the last day of the Interest
Period of any Initial Borrowing relating thereto.  Notwithstanding anything herein to the
contrary, the proceeds of any Incremental Facility shall be applied in
accordance with Section 4.10.  (b)           Optional Termination or Reduction.  (i)            The Borrowers may,
upon notice to Administrative Agent, terminate or from time to time permanently
reduce the Aggregate Revolving Loan Commitment; provided that (A) any such
notice must be received by Administrative Agent not later than 1:00 p.m.
three Business Days prior to the date of termination or reduction, (B) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $1,000,000 in excess thereof, (C) simultaneously with
any such reduction of the Aggregate Revolving Loan Commitment, the Canadian
Revolving Loan Sublimit shall be automatically reduced proportionately and (D) the
Borrowers shall not terminate or reduce the Commitments if, after giving effect
thereto and any concurrent payment of any L/C Reimbursement Obligation and
repayments of  any Loans, (x) the
U.S. Dollar Equivalent of the aggregate principal amount of all outstanding
Revolving Loans would exceed the Maximum Revolving Loan Balance (y) the
aggregate principal amount of all outstanding Domestic Revolving Loans would
exceed the Maximum Domestic Revolving Loan Balance and (z) the U.S. Dollar
Equivalent of the aggregate principal amount of all outstanding Canadian
Revolving Loans would exceed the Maximum Canadian Revolving Loan Balance.  34


(ii)           Administrative
Agent will promptly notify the Lenders of any reduction of the Aggregate
Revolving Loan Commitment under clause (i) above.  Upon any such reduction, the Commitment of
each Lender shall be reduced by such Lenders Commitment Percentage of such
reduction amount.  All fees accrued on
the amount of the Commitments so terminated or reduced to, but excluding, the
date of any such termination or reduction shall be payable on the effective
date of such termination or reduction.  ARTICLE II.
CONDITIONS PRECEDENT  2.1          Conditions of
Initial Loans.  The obligation of
each Lender to make its initial Loans and of each L/C Issuer to Issue, or cause
to be Issued, the initial Letters of Credit hereunder is subject to
satisfaction of the following conditions in a manner satisfactory to the
Co-Collateral Agents:  (a)           Loan Documents.  The Co-Collateral Agents shall have received
on or before the Closing Date all of the agreements, documents, instruments and
other items set forth on the closing checklist attached hereto as Exhibit 2.1,
each in form and substance reasonably satisfactory to the Co-Collateral Agents;  (b)           Minimum Excess
Availability.  After giving effect to
the consummation of the Related Transactions, payment of all costs and expenses
in connection therewith, funding of the initial Loans and issuance of the
initial Letters of Credit, on a pro forma basis, Excess Availability shall be
not less than $100,000,000;  (c)           Related
Transactions.  The Related
Transactions shall have closed in the manner contemplated by the High Yield
Note Documents and shall otherwise be in form and substance reasonably
satisfactory to the Co-Collateral Agents. 
Administrative Agent shall have received evidence that GGC shall have
received not less than $500,000,000 in cash proceeds (before giving effect to
the payment of related customary fees and expenses and any original issue
discount) from the issuance of the High Yield Notes.  (d)           Repayment of
Prior Lender Obligations; Satisfaction of Outstanding L/Cs.  (i) Administrative Agent shall have
received a fully executed pay-off letter reasonably satisfactory to the
Co-Collateral Agents confirming that all monetary obligations owing by any
Credit Party to Prior Lender will be repaid in full from the proceeds of the
initial Loans and the sale of the High Yield Notes, and all Liens upon any of
the property of the Borrowers or any of their Subsidiaries in favor of Prior
Lender shall be terminated by Prior Lender immediately upon such payment; (ii) all
letters of credit issued or guaranteed by Prior Lender shall have been cash
collateralized, supported by a guaranty of Administrative Agent or supported by
a Letter of Credit issued pursuant hereto, as mutually agreed upon by the
Co-Collateral Agents, the Borrowers and Prior Lender and (iii) Administrative
Agent shall have received satisfactory evidence that the  35


Credit Parties have terminated the Receivables Securitization Program
and all Liens upon any of the property of the Borrowers or any of their
Subsidiaries in connection therewith;  (e)           Approvals.  Administrative Agent shall have received (i) satisfactory
evidence that the Credit Parties have obtained all required consents and
approvals of all Persons including all requisite Governmental Authorities, to
the execution, delivery and performance of this Agreement and the other Loan
Documents and the consummation of the Related Transactions or (ii) an
officers certificate in form and substance reasonably satisfactory to
Administrative Agent affirming that no such consents or approvals are required;  (f)            Payment of Fees
and Expenses.  The Borrowers shall
have paid the fees required to be paid on the Closing Date in the respective
amounts specified in Section 1.9 (including the fees specified in
the Fee Letter) and other compensation payable to any Agent or Arranger, and
shall have reimbursed the Co-Collateral Agents for all fees, costs and expenses
of closing presented as of the Closing Date; and  (g)Material
Adverse Effect.  As of the
Closing Date, there will have been (i) no Material Adverse Effect since December 31,
2008(it being acknowledged by the Lenders and
Administrative Agent that the financial results of the Credit Parties reflected
in GGCs publicly reported financial statements for the three fiscal quarter
period ending September 30, 2009 (but excluding any risk factor
disclosures contained under the heading Risk Factors, any disclosure of risks
included in any forward looking statements disclaimer, any footnotes included
therein or any other statements that are similarly non-specific or predictive
or forward looking in nature, but in each case, other than any specific factual
information contained therein), do not reflect any Material Adverse Effect in
the financial condition of the Credit Parties taken as a whole since December 31,
2008), and (ii) no litigation commenced against any of the Credit Parties
which would reasonably be expected to have aMaterial Adverse Effect.  2.2          Conditions to All
Borrowings.  Except as otherwise
expressly provided herein, no Lender or L/C Issuer shall be obligated to fund
any Loan or incur any Letter of Credit Obligation, if, as of the date thereof:  (a)any representation or warranty by any
Credit Party contained herein or in any other Loan Document is untrue or
incorrect in any material respect (without duplication of any materiality
qualifier contained therein) as of such date, except to the extent that such
representation or warranty expressly relates to an earlier date (in which event
such representations and warranties were untrue or incorrect in any material
respect (without duplication of any materiality qualifier contained therein) as
of such earlier date);  (b)           any Default or Event
of Default has occurred and is continuing or would result after giving effect
to any Loan (or the incurrence of any Letter of Credit Obligation);  36


(c)           subject to clause
1.1(a)(ii), after giving effect to any Loan (or the incurrence of any
Letter of Credit Obligations), (i) the U.S. Dollar Equivalent of the
aggregate outstanding amount of the Revolving Loans would exceed the Maximum
Revolving Loan Balance, (ii) the aggregate outstanding amount of the
Domestic Revolving Loans would exceed the Maximum Domestic Revolving Loan
Balance or (iii) the U.S. Dollar Equivalent of the aggregate outstanding
amount of the Canadian Revolving Loans would exceed the Maximum Canadian
Revolving Loan Balance;  The request by Borrower
Representative and acceptance by the Applicable Borrower of the proceeds of any
Loan or the incurrence of any Letter of Credit Obligations shall be deemed to
constitute, as of the date thereof, (i) a representation and warranty by
the Borrowers that the conditions in this Section 2.2 have been
satisfied and (ii) a reaffirmation by each Credit Party of the granting
and continuance of Administrative Agents Liens, on behalf of itself and the
Secured Parties, pursuant to the Collateral Documents.  ARTICLE III.
REPRESENTATIONS AND WARRANTIES  Each of the Credit Parties
represents and warrants to Administrative Agent and each Lender that the
following are, and after giving effect to the Related Transactions will be,
true, correct and complete:  3.1          Corporate
Existence and Power.  Each Credit
Party and each of their respective Subsidiaries:  (a)           is a corporation,
limited liability company or limited partnership, as applicable, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, organization or formation, as applicable;  (b)           has the power and
authority and all governmental licenses, authorizations, Permits, consents and
approvals to (i) own its assets, carry on its business and (ii) execute,
deliver, and perform its obligations under, the Loan Documents and the High
Yield Note Documents to which it is a party;  (c)           is duly qualified as
a foreign corporation, limited liability company or limited partnership, as
applicable, and licensed and in good standing, under the laws of each
jurisdiction where its ownership, lease or operation of Property or the conduct
of its business requires such qualification or license; and  (d)           is in compliance
with all Requirements of Law;  except, in each case
referred to in clause (b)(i), clause (c) or clause (d),
to the extent that the failure to do so would not reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.  37


3.2          Corporate
Authorization; No Contravention.  The
execution, delivery and performance by each of the Credit Parties of this
Agreement, and by each Credit Party and each of their respective Subsidiaries
of any other Loan Document to which such Person is party, have been duly
authorized by all necessary action, and do not and will not:  (i)            contravene the
terms of any of that Persons Organization Documents;  (ii)           conflict with or
result in any material breach or contravention of, or result in the creation of
any Lien under, any document evidencing any material Contractual Obligation to
which such Person is a party or any order, injunction, writ or decree of any
Governmental Authority to which such Person or its Property is subject; or  (iii)          violate any Requirement
of Law in any material respect.  3.3          Governmental
Authorization.  No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, any Credit Party or any
Subsidiary of any Credit Party of this Agreement, or any other Loan Document
except (a) for recordings and filings in connection with the Liens granted
to Administrative Agent under the Collateral Documents, (b) those obtained
or made on or prior to the Closing Date, (c) in connection with any
enforcement against any Credit Party,any permits or licenses of the Credit Parties that
are not assignable or transferrable under any federal or state laws or
regulations, or under the terms of any orders or decrees applicable to any
Grantor, including without limitation, Title V permits, RCRA treatment, storage
and disposal permits, and NPESE discharge permits,and (d) in the case of
any High Yield Note Document, those which, if not obtained or made, would not
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.  3.4          Binding Effect.  This Agreement and each other Loan Document
and High Yield Note Document to which any Credit Party or any Subsidiary of any
Credit Party is a party constitute the legal, valid and binding obligations of
each such Person which is a party thereto, enforceable against such Person in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors rights generally or by equitable principles relating to
enforceability.  3.5          Litigation.  Except as specifically disclosed in Schedule
3.5, there are no actions, suits, proceedings, claims or disputes pending,
or to the best knowledge of each Credit Party, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, against
any Credit Party, any Subsidiary of any Credit Party or any of their respective
Properties which:  38


(a)           purport to affect or
pertain to this Agreement, any other Loan Document, or any of the transactions
contemplated hereby or thereby; or  (b)           would reasonably be
expected to result in a Material Adverse Effect.  No injunction, writ,
temporary restraining order or any order of any nature has been issued by any
court or other Governmental Authority purporting to enjoin or restrain the
execution, delivery or performance of this Agreement, any other Loan Document
or any High Yield Note Document, or directing that the transactions provided
for herein or therein not be consummated as herein or therein provided.  3.6          No Default.  No Default or Event of Default exists or
would result from the incurring of any Obligations by any Credit Party or the
grant or perfection of Administrative Agents Liens on the Collateral or the
consummation of the Related Transactions. 
No Credit Party and no Subsidiary of any Credit Party is in default
under or with respect to any Contractual Obligation in any respect which,
individually or together with all such defaults, would reasonably be expected
to have a Material Adverse Effect.  3.7          ERISA Compliance.  Schedule 3.7 sets forth, as of the
Closing Date, a complete and correct list of, and that separately identifies, (a) all
Title IV Plans, (b) all Multiemployer Plans and (c) all material
Benefit Plans.  Each Benefit Plan, and
each trust thereunder, intended to qualify for tax exempt status under Section 401
or 501(a) of the Code or other Requirements of Law has received a
favorable determination letter from the IRS or an application for such letter
is currently being processed by the IRS with respect thereto, and to the
knowledge of the Credit Parties, nothing has occurred which would reasonably be
expected to prevent, or cause the loss of, such qualification or result in a
Material Adverse Effect.  Except for
those that would not reasonably be expected to result in Liabilities in excess
of $5,000,000 in the aggregate, (x) each Benefit Plan is in compliance
with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there
are no existing or pending (or to the knowledge of any Credit Party,
threatened) claims (other than routine claims for benefits in the normal
course), sanctions, actions, lawsuits or other proceedings or investigation
involving any Benefit Plan to which any Credit Party incurs or otherwise has or
could have an obligation or any Liability and (z) no ERISA Event is
reasonably expected to occur.  On the
Closing Date, no ERISA Event has occurred in connection with which obligations
and liabilities (contingent or otherwise) remain outstanding.  3.8          Use of Proceeds;
Margin Regulations.  No Credit Party
and no Subsidiary of any Credit Party is engaged in the business of purchasing
or selling Margin Stock or extending credit for the purpose of purchasing or
carrying Margin Stock.  Schedule 3.8
contains a description of the Credit Parties sources and uses of funds on the
Closing Date, including Loans and Letters of Credit made or issued on the
Closing Date and a funds flow memorandum detailing how funds from each source
are to be transferred to particular uses.  39


3.9          Ownership of
Property; Liens.  Subject to
Permitted Liens, each of the Credit Parties and each of their respective
Subsidiaries has good record and marketable title (in the case of Real Estate
located outside of the Province of Quebec) in fee simple to, or valid leasehold
interests in, all Real Estate, and good and valid title to all owned personal
property and valid leasehold interests in all leased personal property, in each
instance, necessary or used in the ordinary conduct of their respective
businesses.  As of the Closing Date, none
of the Real Estate of any Credit Party or any Subsidiary of any Credit Party is
subject to any Liens other than Permitted Liens.  Except as set forth on Schedule 3.9,
as of the Closing Date, all material permits required to have been issued or
appropriate to enable the Real Estate to be lawfully occupied and used for all
of the purposes for which it is currently occupied and used have been lawfully
issued and are in full force and effect.  3.10        Taxes.  All United States federal, Canadian federal
and material state, foreign, provincial and local income and other material tax
returns, information returns, reports and statements (collectively, the Tax
Returns) required to be filed by any Tax Affiliate have been timely filed with
the appropriate Governmental Authorities, all such Tax Returns are true and
correct in all material respects, and all material taxes, assessments and other
governmental charges and impositions reflected therein or otherwise due and
payable have been paid prior to the date on which any Liability may be added
thereto for non-payment thereof except for those contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves
are maintained on the books of the appropriate Tax Affiliate in accordance with
GAAP.Except as set forth on Schedule 3.10, as of the
Closing Date, no material Tax Return is under audit or examination by any
Governmental Authority, and no notice of any audit or examination or any
assertion of any claim for material Taxes has been given or made by any
Governmental Authority.  Adequate
provision has been made for the payment of all accrued and unpaid federal, state,
local, foreign and other material taxes whether or not due and payable and
whether or not disputed.  3.11        Financial Condition.  (a)           Each of (i) the
audited consolidated balance sheet of GGC and its Subsidiaries dated December 31,
2008, and the related audited consolidated statements of income or operations,
shareholders equity and cash flows for the Fiscal Year ended on that date and (ii) the
unaudited interim consolidated balance sheet of GGC and its Subsidiaries dated September 30,
2009 and the related unaudited consolidated statements of income, shareholders
equity and cash flows for the nine fiscal months then ended, in each case, as
attached hereto as Schedule 3.11(a):  (x)            were prepared in accordance with GAAP consistently
applied throughout the respective periods covered thereby, except as otherwise
expressly noted therein, subject to, in the case of the unaudited interim
financial statements, normal year-end adjustments and the lack of footnote
disclosures; and  40


(y)           present fairly in all material respects the consolidated
financial condition of GGC and its Subsidiaries as of the dates thereof and
results of operations for the periods covered thereby.  (b)           The pro forma
unaudited consolidated balance sheet of GGC and its Subsidiaries delivered on
the Closing Date and attached hereto as Schedule 3.11(b) was
prepared by GGC giving pro forma effect to the Related Transactions, was based
on the unaudited consolidated balance sheets of GGC and its Subsidiaries dated November 30,
2009 and was prepared in accordance with GAAP, with only such adjustments
thereto as would be required in a manner consistent with GAAP.  (c)           Since December 31,
2008, there has been no Material Adverse Effect.  (d)           The Credit Parties
and their Subsidiaries have no Indebtedness other than Indebtedness permitted
pursuant to Section 5.5 and have no Contingent Obligations other
than Contingent Obligations permitted pursuant to Section 5.9.  (e)           All financial
performance projections delivered to Administrative Agent, including the
financial performance projections delivered on the Closing Date and attached
hereto as Schedule 3.11(e), represent the Borrowers good faith estimate
of future financial performance and are based on assumptions believed by the
Borrowers to be fair and reasonable in light of market conditions when made, it
being acknowledged and agreed by Administrative Agent and Lenders that
projections as to future events are not to be viewed as facts and that the
actual results during the period or periods covered by such projections may
differ from the projected results.  3.12        Environmental
Matters.  Except as set forth in Schedule
3.12, and except where any of the following would not reasonably be
expected to result in any Material Environmental Liability, (a) the
operations of each Credit Party and each Subsidiary of each Credit Party are
and have been for the past five (5) years in compliance with all
applicable Environmental Laws, including obtaining, maintaining and complying
with all Permits required by any applicable Environmental Law, (b) no
Credit Party and no Subsidiary of any Credit Party is party to, and no Credit
Party and no Subsidiary of any Credit Party and no Real Estate currently (or to
the knowledge of any Credit Party previously) owned, leased, subleased,
operated or otherwise occupied by or for any such Person is subject to or the
subject of, any Contractual Obligation or any pending (or, to the knowledge of
any Credit Party, threatened) order, action, investigation, suit, proceeding,
audit, claim, demand, dispute or notice of violation or of potential liability
or similar notice relating in any manner to any Environmental Laws, (c) no
Lien in favor of any Governmental Authority securing, in whole or in part,
Environmental Liabilities has attached to any property of any Credit Party or
any Subsidiary of any Credit Party and, to the knowledge of any Credit Party,
no facts, circumstances or conditions exist that could reasonably be expected
to result in any such Lien attaching to any such property, (d) no Credit
Party and no Subsidiary of any Credit Party has caused or suffered to occur a
Release of Hazardous Materials at, to or from any Real Estate, (e) all
Real Estate  41


currently (or to the
knowledge of any Credit Party previously) owned, leased, subleased, operated or
otherwise occupied by or for any such Credit Party and each Subsidiary of each
Credit Party is free of contamination by any Hazardous Materials except for
such Release or contamination that could not reasonably be expected to result
in any Liabilities to any Credit Party or any Subsidiary of any Credit Party,
and (f) no Credit Party and no Subsidiary of any Credit Party (i) is
or has been engaged in, or has permitted any current or former tenant to engage
in, operations or (ii) knows of any facts, circumstances or conditions,
including receipt of any information request or notice of potential
responsibility under the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. §§ 9601 et seq.) or similar Environmental Laws.  3.13        Regulated Entities.  None of any Credit Party, any Person
controlling any Credit Party, or any Subsidiary of any Credit Party, is (a) an
investment company within the meaning of the Investment Company Act of 1940
or (b) subject to regulation under the Federal Power Act, the Interstate
Commerce Act, any state public utilities code, or any other federal or state
statute, rule or regulation limiting its ability to incur Indebtedness,
pledge its assets or perform its Obligations under the Loan Documents.  3.14        Solvency.  Both before and after giving effect to (a) the
Loans made and Letters of Credit Issued on or prior to the date this
representation and warranty is made or remade, (b) the disbursement of the
proceeds of such Loans by the Applicable Borrower, (c) the consummation of
the Related Transactions and (d) the payment and accrual of all
transaction costs in connection with the foregoing, both the Credit Parties
taken as a whole and each Borrower individually are Solvent.  3.15        Labor Relations.  There are no strikes, work stoppages,
slowdowns or lockouts existing, pending (or, to the knowledge of any Credit
Party, threatened) against or involving any Credit Party or any Subsidiary of
any Credit Party, except for those that would not, in the aggregate, reasonably
be expected to have a Material Adverse Effect. 
Except as set forth in Schedule 3.15, as of the Closing Date, (a) there
is no collective bargaining or similar agreement with any union, labor
organization, works council or similar representative covering any employee of
any Credit Party or any Subsidiary of any Credit Party, (b) no petition
for certification or election of any such representative is existing or pending
with respect to any employee of any Credit Party or any Subsidiary of any
Credit Party and (c) no such representative has sought certification or
recognition with respect to any employee of any Credit Party or any Subsidiary
of any Credit Party.  3.16        Intellectual
Property.  Schedule 3.16 sets
forth a true and complete list as of the Closing Date of the following
Intellectual Property each Credit Party owns, licenses or otherwise has the
right to use: (i) Intellectual Property that is registered or subject to
applications for registration, (ii) Internet Domain Names and (iii) material
Intellectual Property and material Software, separately identifying that owned
and licensed to such Credit Party and including for each of the foregoing items
(1) the owner, (2) the title, (3) the jurisdiction in which such
item has been registered or otherwise arises or in which an application for
registration has been filed, (4) as applicable, the  42


registration or
application number and registration or application date and (5) any IP
Licenses or other rights (including franchises) granted by such Credit Party
with respect thereto.  Each Credit Party
and each Subsidiary of each Credit Party owns, or is licensed to use, all
Intellectual Property necessary to conduct its business as currently conducted
except for such Intellectual Property the failure of which to own or license
would not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.  To
the knowledge of each Credit Party, (a) the conduct and operations of the
businesses of each Credit Party and each Subsidiary of each Credit Party does
not infringe, misappropriate, dilute, violate or otherwise impair any
Intellectual Property owned by any other Person and (b) no other Person
has contested any right, title or interest of any Credit Party or any
Subsidiary of any Credit Party in, or relating to, any Intellectual Property,
other than, in each case, as cannot reasonably be expected to affect the Loan
Documents and the transactions contemplated therein and would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.  3.17        Brokers Fees;
Transaction Fees.  Except as set
forth on Schedule 3.17 and except for fees payable to Administrative
Agent and Lenders, none of the Credit Parties or any of their respective
Subsidiaries has any obligation to any Person in respect of any finders,
brokers or investment bankers fee in connection with the transactions
contemplated hereby.  3.18        Insurance.  Schedule 3.18 lists all insurance
policies of any nature maintained, as of the Closing Date, for current
occurrences by each Credit Party, including issuers, coverages and
deductibles.  Each of the Credit Parties
and each of their respective Subsidiaries and their respective Properties are
insured with financially sound and reputable insurance companies which are not
Affiliates of the Borrowers, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar Properties in localities where such Person
operates.  3.19        Ventures,
Subsidiaries and Affiliates; Outstanding Stock.  All issued and outstanding Stock and Stock
Equivalents of each of the Credit Parties and each of their respective
Subsidiaries are duly authorized and validly issued and free and clear of all
Liens other than those in favor of the Administrative Agent, for the benefit of
the Secured Parties and Liens permitted pursuant to subsection 5.1(p).  All such securities were issued in compliance
with all applicable state, provincial and federal laws concerning the issuance
of securities.  As of the Closing Date,
all of the issued and outstanding Stock of each Credit Party (other than GGC)
and each Subsidiary of each Credit Party is owned by each of the Persons and in
the amounts set forth in Schedule 3.19. 
Set forth in Schedule 3.19 is a true and complete organizational
chart of GGC and all of its Subsidiaries, which the Credit Parties shall update
upon notice to Administrative Agent promptly following the completion of any
Permitted Acquisition.  3.20        Jurisdiction of
Organization; Chief Executive Office. 
Schedule 3.20 lists each Credit Partys jurisdiction of
organization, legal name (including without limitation any French name) and
organizational identification number, if any, and the location of  43


such Credit Partys chief
executive office or sole place of business, in each case as of the date hereof,
and such Schedule 3.20 also lists all jurisdictions of organization and
legal names of such Credit Party for the five years preceding the Closing Date.  3.21        Locations of
Inventory, Equipment and Books and Records. 
Each Credit Partys inventory and equipment (other than inventory or
equipment in transit) and books and records concerning the Collateral are kept
at the locations listed in Schedule 3.21 (which Schedule 3.21
shall be promptly updated by the Credit Parties upon notice to Administrative
Agent as permanent Collateral locations change).  Each Credit Party that keeps records in the
Province of Quebec relating to Collateral keeps a duplicate copy thereof at a
location outside of the Province of Quebec, as designated on Schedule 3.21.  3.22        Deposit Accounts
and Other Accounts.  Schedule 3.22
lists all banks and other financial institutions at which any Credit Party
maintains deposit or other accounts as of the Closing Date, 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.  3.23        Government
Contracts.  Except as set forth in Schedule
3.23, as of the Closing Date, no Credit Party is a party to any contract or
agreement with any Governmental Authority and no Credit Partys Accounts are
subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727),
the Financial Administration Act (Canada) or any similar state, provincial or
local law.  3.24        Customer and Trade
Relations.  As of the Closing Date,
there exists no actual or, to the knowledge of any Credit Party, threatened
termination or cancellation of, or any material adverse modification or change
in (a) the business relationship of any Credit Party with any customer or
group of customers whose purchases during the preceding 12 calendar months
caused them to be ranked among the ten largest customers of such Credit Party
or (b) the business relationship of any Credit Party with any supplier
essential to its operations.  3.25        Bonding; Licenses.  Except as set forth in Schedule 3.25,
as of the Closing Date, no Credit Party is a party to or bound by any surety
bond agreement, indemnification agreement therefor or bonding requirement with
respect to products or services sold by it.  3.26        Note Documents.  As of the Closing Date, the Borrowers have
delivered to Administrative Agent a complete and correct copy of the Note
Documents (including all amendments, supplements, modifications and all other
documents delivered pursuant thereto or in connection therewith).  3.27        Full Disclosure.  None of the representations or warranties
made by any Credit Party or any of their Subsidiaries in the Loan Documents as
of the date such representations and warranties are made or deemed made, and
none of the statements contained in each exhibit, report, statement or
certificate furnished by or on behalf of any  44


Credit Party or any of
their Subsidiaries in connection with the Loan Documents (including the
offering and disclosure materials, if any, delivered by or on behalf of any
Credit Party to Administrative Agent or the Lenders prior to the Closing Date),
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of
the time when made or delivered.  3.28        Foreign Assets
Control Regulations and Anti-Money Laundering.  (a)           OFAC.  Each Credit Party and each Subsidiary of
Credit Party is and will remain in compliance in all material respects with all
U.S. economic sanctions laws, Executive Orders and implementing regulations as
promulgated by the U.S. Treasury Departments Office of Foreign Assets Control
(OFAC), and all applicable anti-money laundering and counter-terrorism
financing provisions of the Bank Secrecy Act and all regulations issued
pursuant to it.  No Credit Party and no
Subsidiary or Affiliate of a Credit Party (i) is a Person designated by
the U.S. government on the list of the Specially Designated Nationals and
Blocked Persons (the SDN List) with which a U.S. Person cannot deal
with or otherwise engage in business transactions, (ii) is a Person who is
otherwise the target of U.S. economic sanctions laws such that a U.S. Person
cannot deal or otherwise engage in business transactions with such Person or (iii) is
controlled by (including without limitation by virtue of such person being a
director or owning voting shares or interests), or acts, directly or
indirectly, for or on behalf of, any person or entity on the SDN List or a
foreign government that is the target of U.S. economic sanctions prohibitions
such that the entry into, or performance under, this Agreement or any other
Loan Document would be prohibited under U.S. law.  3.29        Patriot Act.  The Credit Parties, each of their
Subsidiaries and each of their Affiliates are in compliance with (a) the
Trading with the Enemy Act, and each of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as
amended) and any other enabling legislation or executive order relating
thereto, (b) the Patriot Act and (c) other federal or state laws
relating to know your customer and
anti-money laundering rules and regulations.  No part of the proceeds of any Loan will be
used directly or indirectly for any payments to any government official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977.  3.30        Canadian Plans.  As of the Closing Date, Schedule 3.30
lists all Canadian Pension Plans and all material Canadian Benefit Plans
currently maintained or contributed to by Borrower.  The Canadian Pension Plans are duly
registered under the Income Tax Act and all other applicable laws which require
registration.  Each Credit Party, as
applicable, has complied with and performed all of its obligations under and in
respect of the Canadian Pension Plans and Canadian Benefit Plans under the
terms thereof, any funding agreements and all applicable laws.  All employer and employee payments,
contributions or premiums to be remitted, paid to or in respect of each  45


Canadian Pension Plan or
Canadian Benefit Plan have been paid in a timely fashion in accordance with the
terms thereof, any funding agreement and all applicable laws.  To the knowledge of the Canadian Borrower
(after reasonable inquiry), there have been no improper withdrawals or
applications of the assets of the Canadian Pension Plans or the Canadian
Benefit Plans.  Except as set forth on Schedule
3.30,there are no outstanding disputes concerning the
assets of the Canadian Pension Plans or the Canadian Benefit Plans.  Except as set forth on Schedule 3.30,
each of the Canadian Pension Plans is fully funded on a solvency basis (as set
out in the most recent actuarial valuation filed with the applicable
Governmental Authority or, if none has been filed within the preceding 15
months, the most recent actuarial valuation prepared in an manner consistent
with generally accepted actuarial principles). 
To the knowledge of the Canadian Borrower (after reasonable inquiry), no
event has occurred respecting any Canadian Pension Plan which would entitle any
Person or Governmental Authority (without the consent of the Corporation) to
wind-up or terminate that Canadian Pension Plan, in whole or in part. Except as
disclosed on Schedule 3.30, no Canadian Pension Plan has been partially
wound-up or terminated in the past.  ARTICLE IV.
AFFIRMATIVE COVENANTS  Each Credit Party covenants
and agrees that, so long as any Lender shall have any Commitment hereunder, or
any Loan or other Obligation (other than contingent indemnification Obligations
to the extent no claim giving rise thereto has been asserted) shall remain
unpaid or unsatisfied:  4.1          Financial
Statements.  Each Credit Party shall
maintain, and shall cause each of its Subsidiaries to maintain, a system of
accounting established and administered in accordance with sound business
practices to permit the preparation of financial statements in conformity with
GAAP (provided that monthly financial statements shall not be required to have
footnote disclosures and are subject to normal year-end adjustments).  The Borrowers shall deliver to Administrative
Agent and each Lender by Electronic Transmission and in detail reasonably
satisfactory to Administrative Agent and the Required Lenders:  (a)           as soon as
available, but not later than ninety (90) days after the end of each Fiscal
Year, a copy of the audited consolidated and segmented balance sheets of GGC
and its consolidated Subsidiaries as at the end of the previous Fiscal Year and
the related consolidated and segmented statements of income or operations,
shareholders equity and cash flows for such Fiscal Year, setting forth in each
case in comparative form the figures for the previous Fiscal Year, and
accompanied by the report of any Big Four or other nationally recognized
independent public accounting firm reasonably acceptable to Administrative
Agent which report shall (i) contain an unqualified opinion, stating that
such consolidated financial statements present fairly in all material respects
the financial position for the periods indicated in conformity with GAAP applied
on a basis consistent with prior years and (ii) not include any
explanatory paragraph expressing substantial doubt as to going concern status;  46


(b)           as soon as
available, but not later than forty-five (45) days after the end of each Fiscal
Quarter a copy of the unaudited consolidated and segmented balance sheets of
GGC and its consolidated Subsidiaries, and the related consolidated and
segmented statements of income, shareholders equity and cash flows as of the
end of such Fiscal Quarter and for the portion of the Fiscal Year then ended,
all certified on behalf of the Borrowers by an appropriate Responsible Officer
of the Borrower Representative as being complete and correct and fairly
presenting, in all material respects, in accordance with GAAP, the financial
position and the results of operations of GGC and its Subsidiaries, subject to
normal year-end adjustments and absence of footnote disclosures; and  (c)           as soon as
available, but not later than thirty (30) days after the end of the first two
fiscal months of each Fiscal Quarter, a copy of the unaudited consolidated
balance sheets of GGC and its consolidated Subsidiaries, and the related
consolidated statements of income, shareholders equity and cash flows as of
the end of such fiscal month and for the portion of the Fiscal Year then ended,
all certified on behalf of the Borrowers by an appropriate Responsible Officer
of the Borrower Representative as being complete and correct and fairly
presenting, in all material respects, in accordance with GAAP, the financial
position and the results of operations of GGC and its Subsidiaries, subject to
normal year-end adjustments and absence of footnote disclosures.  All requirements to deliver segmented balance sheets
referred to in this Section 4.1 shall be satisfied by the delivery
of such balance sheets as currently reported in public disclosure documents.  4.2          Appraisals;
Certificates; Other Information.  The
Borrowers shall furnish to Administrative Agent and each Lender by Electronic
Transmission:  (a)           together with each
delivery of financial statements pursuant to subsections 4.1(a) and
4.1(b), (i) a management discussion and analysis report, in
reasonable detail, signed by the chief financial officer of GGC, describing the
operations and financial condition of the Credit Parties and their Subsidiaries
for the fiscal month or Fiscal Quarter, as applicable, and the portion of the
Fiscal Year then ended (or for the Fiscal Year then ended in the case of annual
financial statements), and (ii) a report setting forth in comparative form
the corresponding figures for the corresponding periods of the previous Fiscal
Year and the corresponding figures from the most recent projections for the
current Fiscal Year delivered pursuant to subsection 4.2(k) and
discussing the reasons for any significant variations;  (b)           concurrently with
the delivery of the financial statements referred to in subsections 4.1(a),
4.1(b) and 4.1(c) above, a fully and properly completed
Compliance Certificate certified on behalf of the Borrowers by a Responsible
Officer of the Borrower Representative;  (c)           promptly after the
same are sent, copies of all financial statements and reports which GGC sends
to its shareholders generally, and promptly after the same  47


are filed, copies of all
material reports and registration statements which GGC or any of its
Subsidiaries makes to, or files with, the Securities and Exchange Commission or
any successor;  (d)           as soon as available
and in any event within ten (10) Business Days after the end of each
calendar month, and at such other times as Administrative Agent may reasonably
require if (i) an Event of Default has occurred and is continuing or (ii) Excess
Availability is less than $75,000,000, a Borrowing Base Certificate, certified
on behalf of each Borrower by a Responsible Officer of the Borrower
Representative, setting forth the Domestic Borrowing Base and the Canadian
Borrowing Base as at the end of the most-recently ended fiscal month or as at
such other date as the Co-Collateral Agents may reasonably require;  (e)           concurrently with
the delivery of each Borrowing Base Certificate, a summary of Inventory by
location and type (including a breakout of Inventory that is not Eligible
Inventory) with a supporting perpetual Inventory report, in each case
accompanied by such supporting detail and documentation as shall be requested
by the Co-Collateral Agents in their reasonable discretion;  (f)            concurrently with
the delivery of each Borrowing Base Certificate, a monthly trial balance
showing Accounts outstanding aged from invoice date as follows:  1 to 30 days, 31 to 60 days, 61 to 90 days
and 91 days or more (including a breakout of Accounts that are not Eligible
Accounts), accompanied by such supporting detail and documentation as shall be
requested by the Co-Collateral Agents in their reasonable discretion;  (g)           concurrently with
the delivery of the Borrowing Base Certificate, an aging of accounts payable
accompanied by such supporting detail and documentation as shall be requested
by the Co-Collateral Agents in their reasonable discretion;  (h)           on a weekly basis
and at such other times as the Co-Collateral Agents may reasonably require if (i) an
Event of Default has occurred and is continuing or (ii) Excess
Availability is less than $45,000,000 (together with a copy of all or any part
of such delivery requested by any Lender in writing after the Closing Date),
collateral reports, including all additions and reductions (cash and non-cash)
with respect to Accounts of the Credit Parties in each case accompanied by such
supporting detail and documentation as shall be requested by the Co-Collateral
Agents in their reasonable discretion each of which shall be prepared by the
Borrower Representative as of the last day of the immediately preceding week or
the date 2 Business Days prior to the date of any request;  (i)            to the
Co-Collateral Agents, at the time of delivery of each of the monthly financial
statements delivered pursuant to subsection 4.1(c);  (i)            a reconciliation of the most recent Borrowing Bases, general ledger and month-end Inventory reports of each
Borrower to such  48


Borrowers
general ledger and monthly financial statements delivered pursuant to subsection
4.1(c), in each case accompanied by such supporting detail and
documentation as shall be requested by the Co-Collateral Agents in their
reasonable discretion;  (ii)           a reconciliation of (i) the perpetual inventory by
location and (ii) the accounts payable aging to the most recent Borrowing
Base Certificate general ledger and monthly Financial Statements delivered
pursuant to subsection 4.1(c), in each case, in each case accompanied by
such supporting detail and documentation as shall be requested by Co-Collateral
Agents in their reasonable discretion; and  (iii)          a reconciliation of the outstanding Loans as set forth in
the monthly loan account statement provided by Administrative Agent to each
Borrowers general ledger and monthly Financial Statements delivered pursuant
to subsection 4.1(c), in each case accompanied by such supporting detail
and documentation as shall be requested by Co-Collateral Agents in their
reasonable discretion;  (j)            at the time of
delivery of each of the financial statements delivered pursuant to Section 4.1,
(i) a listing of government contracts of each Borrower subject to the
Federal Assignment of Claims Act of 1940 or the Financial Administration Act
(Canada) or any similar state or municipal law; and (ii) a list of any
applications for the registration of any Patent, Trademark or Copyright filed
by any Credit Party with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency in each case
entered into or filed in since the previous delivery of financial statements;  (k)           as soon as available
following the end of each Fiscal Year, but not later than the last day of February of
each year, projections of the Credit Parties (and their Subsidiaries)
consolidated and segmented (as currently reported in public disclosure
documents) financial performance for such Fiscal Year on a month by month
basis;  (l)            promptly upon
receipt thereof, final copies of any material reports submitted by the
independent registered public accountants in connection with each annual,
interim or special audit or review of any type of the financial statements or
internal control systems of any Credit Party made by such accountants,
including any comment letters submitted by such accountants to management of
any Credit Party in connection with their services;  (m)          upon the
Co-Collateral Agents request from time to time, the Credit Parties shall
permit and enable the Co-Collateral Agents to obtain appraisals in form and
substance and from appraisers reasonably satisfactory to the Co-Collateral
Agents stating the then Net Orderly Liquidation Value, or such other value as
determined by the Co-Collateral Agents, of all or any portion of the Inventory
of any Credit Party or  49


any
Subsidiary of any Credit Party; provided, that notwithstanding any provision
herein to the contrary, (i) the Credit Parties shall only be obligated to
reimburse the Co-Collateral Agents for the expenses of such appraisals
occurring twice per any period of 12 consecutive months, (ii) if Excess
Availability is less than $75,000,000 for any period of 10 consecutive days,
the Co-Collateral Agents shall be permitted to request, and the Credit Parties
shall be required to bear the cost of, three such appraisals in any 12
consecutive month period, (iii) upon the occurrence and during the
continuation of an Event of Default, there shall be no limit on the number of
appraisals which may be requested by the Co-Collateral Agents or the Required
Lenders, and the Borrowers shall be required to bear the cost of all such
appraisals and (iv) the Co-Collateral Agents shall be permitted to request
appraisals in addition to those provided for in clauses (i)-(iii) above,
provided that the Co-Collateral Agents shall be required to bear the costs of
any such additional appraisals; and  (n)           promptly, such
additional business, financial, corporate affairs, perfection certificates and
other information as Administrative Agent may from time to time reasonably
request.  Information required to be
delivered pursuant to Section 4.1(a) and (b) and 4.2(c) shall
be deemed to have been delivered if such information, or one or more annual,
quarterly or other reports containing such information, shall have been posted
on GGCs website on the internet (currently http://www.ggc.com) or by
Electronic Transmission or shall be available on the website of the Securities
and Exchange Commission at http://www.sec.gov; provided that GGC shall (i) promptly
notify Administrative Agent of any such postings and (ii) deliver paper
copies of such information to Administrative Agent or any Lender that
reasonably requests such delivery.  4.3           Notices.  The Borrowers shall notify promptly
Administrative Agent and each Lender of each of the following (and in no event
later than three (3) Business Days after a Responsible Officer becoming
aware thereof):  (a)           the occurrence or
existence of any Default or Event of Default;  (b)           any breach or non
performance of, or any default under, any Contractual Obligation of any Credit
Party or any Subsidiary of any Credit Party, or any violation of, or
non-compliance with, any Requirement of Law, which would reasonably be expected
to result, either individually or in the aggregate, in a Material Adverse
Effect, including a description of such breach, non-performance, default,
violation or non-compliance and the steps, if any, such Person has taken, is
taking or proposes to take in respect thereof;  (c)           any dispute,
litigation, investigation, proceeding or suspension which may exist at any time
between any Credit Party or any Subsidiary of any Credit Party and any
Governmental Authority which would reasonably be expected to result, either
individually or in the aggregate, in Liabilities in excess of $5,000,000 (other
than  50


any
such dispute, litigation, investigation, proceeding or suspension which would
not reasonably be expected to result individually in Liabilities in excess of
$1,000,000);  (d)           the commencement of,
or any material development in, any litigation or proceeding affecting any
Credit Party or any Subsidiary of any Credit Party (i) in which the amount
of damages claimed is $5,000,000 (or its equivalent in another currency or
currencies) or more, (ii) in which injunctive or similar relief is sought
and which, if adversely determined, would reasonably be expected to have a
Material Adverse Effect, or (iii) in which the relief sought is an
injunction or other stay of the performance of this Agreement, any other Loan
Document or any High Yield Note Document;  (e)(i) the receipt by any Credit Party
of any notice of violation of or potential liability or similar notice under
Environmental Law if such notice relates to a violation of or potential
liability under Environmental Law that would reasonably be expected to result
in Environmental Liabilities in excess of $3,000,000 for any such violation or
potential liability, individually, or in excess of $10,000,000 over any one
fiscal year, (ii)(A) unpermitted Releases, (B) the existence of any
condition that could reasonably be expected to result in violations of or
Liabilities under, any Environmental Law or (C) the commencement of, or
any material change to, any action, investigation, suit, proceeding, audit,
claim, demand, dispute alleging a violation of or Liability under any
Environmental Law which in the case of clauses (A), (B) or (C) would
reasonably be expected to result in Environmental Liabilities in excess of
$3,000,000 for any individual occurrence, or in excess of $10,000,000 over any
one fiscal year (iii) the receipt by any Credit Party of notification that
any property of any Credit Party is subject to any Lien in favor of any
Governmental Authority securing, in whole or in part, Environmental Liabilities
and (iv) any proposed acquisition or lease of Real Estate, if such
acquisition or lease would have a reasonable likelihood of resulting in
Environmental Liabilities in excess of $3,000,000 individually, or in excess of
$10,000,000 over any one fiscal year;  (f)            (i) on or
prior to any filing by any ERISA Affiliate of any notice of any reportable
event under Section 4043 of ERISA, or intent to terminate any Title IV
Plan, a copy of such notice (ii) promptly, and in any event within ten (10) days,
after any officer of any ERISA Affiliate knows or has reason to know that a
request for a minimum funding waiver under Section 412 of the Code has
been filed with respect to any Title IV Plan or Multiemployer Plan, a notice
describing such waiver request and any action that any ERISA Affiliate proposes
to take with respect thereto, together with a copy of any notice filed with the
PBGC or the IRS pertaining thereto, and (iii) promptly, and in any event
within ten (10) days after any officer of any ERISA Affiliate knows or has
reason to know that an ERISA Event will or has occurred, a notice describing
such ERISA Event, and any action that any ERISA Affiliate proposes to take with
respect thereto, together with a copy of any notices received from or filed
with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining
thereto;  51


(g)           any Material Adverse
Effect subsequent to the date of the most recent audited financial statements
delivered to Administrative Agent and Lenders pursuant to this Agreement;  (h)           any material change
in accounting policies or financial reporting practices by any Credit Party or
any Subsidiary of any Credit Party;  (i)            any labor
controversy resulting in or threatening to result in any strike, work stoppage,
boycott, shutdown or other labor disruption against or involving any Credit
Party or any Subsidiary of any Credit Party if the same would reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect;  (j)            the creation,
establishment or acquisition of any Subsidiary or the issuance by or to any
Credit Party of any Stock or Stock Equivalent (other than issuances by GGC of
Stock or Stock Equivalent not requiring a mandatory prepayment hereunder); and  (k)           (i) the
creation, or filing with the IRS or any other Governmental Authority, of any
Contractual Obligation or other document extending, or having the effect of
extending, the period for assessment or collection of any income or franchise
or other material taxes with respect to any Tax Affiliate and (ii) the
creation of any Contractual Obligation of any Tax Affiliate, or the receipt of
any request directed to any Tax Affiliate, to make any material adjustment
under Section 481(a) of the Code, by reason of a change in accounting
method or otherwise.  Each notice pursuant to this
Section 4.3 shall be in electronic form accompanied by a statement
by a Responsible Officer of the Borrower Representative, on behalf of the
Borrowers, setting forth details of the occurrence referred to therein, and
stating what action the Borrowers or other Person proposes to take with respect
thereto and at what time.  Each notice
under subsection 4.3(a) shall describe with particularity any and
all clauses or provisions of this Agreement or other Loan Document that have
been breached or violated.  4.4          Preservation of
Corporate Existence, Etc.  Each
Credit Party shall, and shall cause each of its Subsidiaries to:  (a)           preserve and
maintain in full force and effect its organizational existence under the laws
of its jurisdiction of incorporation, organization or formation, as applicable,
except in connection with transactions permitted by Section 5.3;  (b)           preserve and
maintain in full force and effect all rights, privileges, qualifications, permits,
licenses and franchises necessary in the normal conduct of its business except
in connection with transactions permitted by Section 5.3 and sales
of assets permitted by Section 5.2 and except as would not
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect; and  52


(c)           preserve or renew
all of its registered trademarks, trade names and service marks, the non
preservation of which would reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect.  4.5          Maintenance of
Property.  Each Credit Party shall
maintain, and shall cause each of its Subsidiaries to maintain, and preserve
all its Property which is used or useful in its business in good working order
and condition, ordinary wear and tear excepted and shall make all necessary
repairs thereto and renewals and replacements thereof except where the failure
to do so would not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.  4.6          Insurance.  (a)           Each Credit Party
shall, and shall cause each of its Subsidiaries to, (i) maintain or cause
to be maintained in full force and effect all policies of insurance of any kind
with respect to the property and businesses of the Credit Parties and such
Subsidiaries (including policies of life, fire, theft, product liability,
public liability, Flood Insurance, property damage, other casualty, employee
fidelity, workers compensation, business interruption and employee health and
welfare insurance) with financially sound and reputable insurance companies or
associations (in each case that are not Affiliates of the Borrowers) of a
nature and providing such coverage as is sufficient and as is customarily
carried by businesses of the size and character of the business of the Credit
Parties, in each case, as reasonably acceptable to the Co-Collateral Agents and
(ii) cause all such insurance relating to any property or business of any
Credit Party to name Administrative Agent as additional insured or loss payee,
as appropriate and to contain the standard mortgage clause approved by the
Insurance Bureau of Canada in the case of Canadian policies.  All policies of insurance on real and
personal property of the Credit Parties will contain an endorsement, in form
and substance acceptable to Administrative Agent, showing loss payable to
Administrative Agent (Form CP 1218 or equivalent) and extra expense and
business interruption endorsements.  Such
endorsement, or an independent instrument furnished to Administrative Agent,
will provide that the insurance companies will give Administrative Agent at
least 30 days prior written notice before any such policy or policies of
insurance shall be altered or canceled and that no act or default of the Credit
Parties or any other Person shall affect the right of Administrative Agent to
recover under such policy or policies of insurance in case of loss or
damage.  Except to the extent
inconsistent with the terms of the Intercreditor Agreement, each Credit Party
shall direct all present and future insurers under its All Risk policies of
property insurance to pay all proceeds payable thereunder to Administrative
Agent as its interests may appear.  If
any insurance proceeds are paid by check, draft or other instrument payable to
any Credit Party and Administrative Agent jointly, Administrative Agent may
endorse such Credit Partys name thereon and do such other things as
Administrative Agent may deem advisable to reduce the same to cash.  Administrative Agent reserves the right at
any time, upon review of each Credit Partys risk profile, to require
additional forms and limits of insurance. 
Notwithstanding the requirement in subsection (i) above, Federal
Flood Insurance shall not be required for Real Estate not located in a Special
Flood Hazard Area.  53


(b)           Unless the Credit
Parties provide Administrative Agent with evidence of the insurance coverage
required by this Agreement, Administrative Agent may purchase insurance at the
Credit Parties expense to protect Administrative Agents and Lenders
interests in the Credit Parties and their Subsidiaries properties.  This insurance may, but need not, protect the
Credit Parties and their Subsidiaries interests.  The coverage that Administrative Agent
purchases may not pay any claim that any Credit Party or any Subsidiary of any
Credit Party makes or any claim that is made against such Credit Party or any
Subsidiary in connection with said Property. 
The Borrowers may later cancel any insurance purchased by Administrative
Agent, but only after providing Administrative Agent with evidence that there
has been obtained insurance as required by this Agreement.  If Administrative Agent purchases insurance,
the Credit Parties will be responsible for the costs of that insurance,
including interest and any other charges Administrative Agent may impose in
connection with the placement of insurance, until the effective date of the cancellation
or expiration of the insurance.  The
costs of the insurance shall be added to the Obligations.  The costs of the insurance may be more than
the cost of insurance the Borrowers may be able to obtain on their own.  4.7          Payment of Taxes
and Claims.  Each Credit Party shall,
and shall cause each of its Subsidiaries to, duly pay and discharge all United
States federal, Canadian federal, state and provincial taxes and all other
material taxes, assessments and other similar governmental charges or levies imposed
upon or against it or its properties or assets, except for (and to the extent
of) taxes, assessments and governmental charges the validity of which is being
contested in good faith by appropriate proceedings diligently pursued which
stay the filing or enforcement of any Lien, as the case may be, and with
respect to which adequate reserves have been set aside on its books to the
extent required by GAAP.  4.8          Compliance with
Laws.  Each Credit Party shall, and
shall cause each of its Subsidiaries to, comply with all Requirements of Law of
any Governmental Authority having jurisdiction over it or its business, except
where the failure to comply would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.  4.9          Inspection of
Property and Books and Records.Each Credit Party will, and will cause
each of its Subsidiaries to, maintain a system of accounting established and
administered in accordance with GAAP, and will, and will cause each of its
Subsidiaries to, keep adequate records and books of account in which complete
and correct entries will be made in accordance with such accounting principles
consistently applied and reflecting all transactions required to be reflected
by such accounting principles.  Each
Credit Party shall, and shall cause each of its Subsidiaries to, with respect
to each owned, leased, or controlled property, during normal business hours and
upon reasonable advance notice (unless an Event of Default shall have occurred
and be continuing, in which event no notice shall be required and the
Co-Collateral Agents shall have access at any and all times during the
continuance thereof):  (a) provide
access to such property to the Co-Collateral Agents and any of their Related
Persons, as frequently as the Co-Collateral Agents determine to be appropriate,
for the purposes of inspecting,  54


verifying
and auditing the Collateral and all of each Credit Partys books and records
(including making extracts and copies thereof); and (b) permit the
Co-Collateral Agents and any of their Related Persons to conduct field
examinations; provided, that notwithstanding any provision herein to the
contrary, (i) the Credit Parties shall only be obligated to reimburse the
Co-Collateral Agents for the expenses of such field examinations occurring
twice per any period of 12 consecutive months, (ii) if Excess Availability
is less than $75,000,000 for any period of 10 consecutive days, the
Co-Collateral Agents shall be permitted to request, and the Credit Parties
shall be required to bear the cost of, three such field examinations in any 12
consecutive month period, (iii) upon the occurrence and during the
continuation of an Event of Default, there shall be no limit on the number of
field examinations which may be requested by the Co-Collateral Agents or the
Required Lenders, and the Borrowers shall be required to bear the cost of all
such field examinations and (iv) the Co-Collateral Agents shall be
permitted to request field examinations in addition to those provided for in clauses
(i)-(iii) above, provided that the Co-Collateral Agents shall be
required to bear the costs of any such additional field examinations.  Any Lender may accompany the Co-Collateral
Agents or their Related Persons in connection with any inspection at such
Lenders expense.  4.10        Use of Proceeds.  The Borrowers shall use the proceeds of the
Loans solely as follows:  (a) to pay
costs and expenses of the Related Transactions and costs and expenses required
to be paid pursuant to Section 2.1, and all professional fees,
investment banking fees, and other fees and expenses incurred by the Credit
Parties in connection with any of the foregoing or the execution and delivery
of this Agreement, and (b) for working capital, capital expenditures and
other general corporate purposes not in contravention of any Requirement of Law
and not in violation of this Agreement.  4.11        Cash Management
Systems.  On or before the date that
is sixty (60) days after the Closing Date (or such later date as the
Co-Collateral Agents shall agree in their sole discretion), each Credit Party
shall enter into, and cause each depository, securities intermediary or
commodities intermediary to enter into, Control Agreements providing for springing
cash dominion (including, without limitation, providing for control thereover
as such term is defined in the Securities
Transfer Act (2006)(Ontario) in respect of Canadian Collateral)
with respect to each deposit, securities, commodity or similar account
maintained by such Person (other than any Excluded Account) as of the Closing
Date; provided that, if a Cash Dominion Period occurs within such 60 day
period, the Credit Parties will use their best efforts to obtain the Control
Agreements required above.  The Credit
Parties shall not, directly or indirectly, after the Closing Date, open,
establish or maintain any deposit, securities, commodity or similar account
(other than an Excluded Account) unless on or before the opening of such
account, such Credit Party shall deliver to Administrative Agent a Control
Agreement with respect to such account. 
In addition, at Administrative Agents request, Credit Parties will
enter into Control Agreements providing for springing cash dominion over
disbursement accounts as of the Closing Date, except as set forth in the
preceding sentence.  With respect to
accounts subject to springing Control Agreements or such control,
Administrative Agent may deliver to the relevant depository, securities
intermediary or  55


commodities intermediary
a notice or other instruction which provides for exclusive control over such
account by Administrative Agent only during a Cash Dominion Period.  The Credit Parties shall not maintain cash on
deposit in disbursement accounts in excess of outstanding checks and wire
transfers payable from such accounts and amounts necessary to meet minimum
balance requirements.  4.12        Landlord Agreements.  Each Credit Party shall use commercially
reasonable efforts to obtain a landlord agreement or bailee waivers, as
applicable, from the lessor of each leased property where any Collateral is
stored or located, or bailee in possession of any Collateral, which agreement
shall be reasonably satisfactory in form and substance to Administrative
Agent.  The Lenders and the Agent
acknowledge and agree that commercially reasonable efforts shall not include
any obligation of any Credit Party to cause the issuance of any letter of
credit for the benefit of any such lessor or bailee as a condition to obtaining
such landlord agreement or bailee waiver.  4.13        Further Assurances.  (a)           Each Credit Party
shall ensure that all written information, exhibits and reports furnished to
Administrative Agent or the Lenders do not and will not contain any untrue
statement of a material fact and do not and will not omit to state any material
fact or any fact necessary to make the statements contained therein not
misleading in light of the circumstances in which made, and will promptly
disclose to Administrative Agent and the Lenders and correct any defect or
error that may be discovered therein or in any Loan Document or in the
execution, acknowledgement or recordation thereof.  (b)           Promptly upon
request by Administrative Agent, the Credit Parties shall (and, subject to the
limitations hereinafter set forth, shall cause each of their Subsidiaries to)
take such additional actions and execute such documents as Administrative Agent
may reasonably require from time to time in order (i) to carry out more
effectively the purposes of this Agreement or any other Loan Document, (ii) to
subject to the Liens created by any of the Collateral Documents in any of the
Properties, rights or interests covered by any of the Collateral Documents, (iii) to
perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and the Liens intended to be created thereby, and (iv) to
better assure, convey, grant, assign, transfer, preserve, protect and confirm
to the Secured Parties the rights granted or now or hereafter intended to be
granted to the Secured Parties under any Loan Document.  Without limiting the generality of the
foregoing and except as otherwise approved in writing by Co-Collateral Agents,
GGC shall cause each of its Domestic Subsidiaries that is not an Immaterial
Subsidiary to guaranty the Domestic Obligations, shall cause each such Domestic
Subsidiary to grant to Administrative Agent, for the benefit of the Secured
Parties, a security interest in, subject to the limitations hereinafter set
forth, all of such Domestic Subsidiarys Property to secure such guaranty.  Furthermore and except as otherwise approved
in writing by the Co-Collateral Agents, GGC shall, and shall cause each of its
Domestic Subsidiaries that is not an Immaterial Subsidiary to, pledge all of
the Stock and Stock Equivalents of each of its Domestic Subsidiaries that is
not an Immaterial Subsidiary (other than Domestic Subsidiaries owned indirectly
through a  56


Foreign
Subsidiary) and First Tier Foreign Subsidiaries that are not Immaterial
Subsidiaries (provided that with respect to any First Tier Foreign Subsidiary,
such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiarys
outstanding voting Stock and Stock Equivalents and one hundred percent (100%)
of such Foreign Subsidiarys outstanding non-voting Stock and Stock
Equivalents) in each instance, to Administrative Agent, for the benefit of the
Secured Parties, to secure the Domestic Obligations.  In the event GGC or any of its Domestic
Subsidiaries acquires any Real Estate with a fair market value in excess of
$5,000,000, within thirty (30) days following such acquisition, such Person
shall execute and/or deliver, or cause to be executed and/or delivered, to
Administrative Agent, (v) an appraisal complying with FIRREA, (w) within
forty-five days of receipt of notice from Administrative Agent that Real Estate
is located in a Special Flood Hazard Area, Flood Insurance as required by subsection
4.6(a), (x) a fully executed Mortgage, in form and substance
reasonably satisfactory to Administrative Agent together with an A.L.T.A.
lenders title insurance policy issued by a title insurer reasonably
satisfactory to Administrative Agent, in form and substance and in an amount
reasonably satisfactory to Administrative Agent insuring that the Mortgage is a
valid and enforceable Lien) on the respective property, free and clear of all
defects, encumbrances and Liens other than Permitted Liens, (y) then
current A.L.T.A. surveys, certified to Administrative Agent by a licensed
surveyor sufficient to allow the issuer of the lenders title insurance policy
to issue such policy without a survey exception and (z) an environmental
site assessment prepared by a qualified firm reasonably acceptable to
Administrative Agent, in form and substance reasonably satisfactory to
Administrative Agent.  In addition to the
obligations set forth in subsections 4.6(a) and 4.13(b)(w),
within forty-five days after written notice from Administrative Agent to Credit
Parties that any Real Estate is located in a Special Flood Hazard Area, Credit
Parties shall satisfy the Flood Insurance requirements of subsection 4.6(a).  Without limiting the generality of the foregoing
and except as otherwise approved in writing by Required Lenders, GGC shall, and
shall cause each of its Domestic Subsidiaries and Canadian Subsidiaries (other
than Immaterial Subsidiaries) to, guaranty the Canadian Obligations and grant
to Administrative Agent, for the benefit of the Secured Parties, a security
interest in, subject to the limitations hereinafter set forth, substantially
all of such Persons Property (other than any Real Estate owned by Canadian
Subsidiaries) to secure such guaranty. 
Furthermore and except as otherwise approved in writing by Required
Lenders, GGC shall, and shall cause each of its Domestic Subsidiaries and
Canadian Subsidiaries (other than Immaterial Subsidiaries) to, pledge all of
the Stock and Stock Equivalents of each of its Subsidiaries (other than
Immaterial Subsidiaries) to Administrative Agent, for the benefit of the
Secured Parties, to secure the Canadian Obligations.  In connection with each pledge of Stock and
Stock Equivalents, GGC and each of its Domestic Subsidiaries and Canadian
Subsidiaries, as applicable, shall deliver, or cause to be delivered, to
Administrative Agent, irrevocable proxies and stock powers and/or assignments,
as applicable, duly executed in blank. 
Notwithstanding anything to the contrary contained in this Agreement or
any other Loan Document, for so long as the High Yield Notes or any Permitted
Refinancings thereof are outstanding, the Credit Parties shall only be required
to grant Mortgages, deliver title insurance, surveys and/or environmental
assessments to the extent required under the High Yield Note Documents.  57


(c)           Each Credit Party shall, and shall
cause any of its Subsidiaries to, take such actions as are necessary to ensure
that if any Domestic Subsidiary or Canadian Subsidiary that is an Immaterial
Subsidiary at any time ceases to be an Immaterial Subsidiary, such Domestic
Subsidiary or Canadian Subsidiary shall promptly guarantee, and pledge its
assets to Administrative Agent as collateral for, the Domestic Obligations
and/or Canadian Obligations, as applicable, in the manner and to the extent
required by subsection 4.13(b) above.  4.14        Environmental
Matters.  Without limiting the
generality of the foregoing, each Credit Party shall, and shall cause each of
its Subsidiaries that is not a Credit Party to, comply with, and maintain its
Real Estate, whether owned, leased, subleased or otherwise operated or
occupied, in compliance with, all applicable Environmental Laws (including by
implementing any Remedial Action necessary to achieve such compliance) or that
is required by orders and directives of any Governmental Authority except where
the failure to comply would not reasonably be expected to, individually or in
the aggregate, result in a Material Environmental Liability.  Each Credit Party shall, and shall cause each
of its Subsidiaries that is not a Credit Party to, comply with Environmental
Laws applicable to Hazardous Materials, except where the failure to comply
would not reasonably be expected to, individually or in the aggregate, result
in a Material Environmental Liability. 
Without limiting the foregoing, if an Event of Default is continuing or
if Administrative Agent at any time has a reasonable basis to believe that there
exist violations of Environmental Laws by any Credit Party or any Subsidiary of
any Credit Party or that there exist any Environmental Liabilities, then each
Credit Party shall, promptly upon receipt of request from Administrative Agent,
cause the performance of, and allow Administrative Agent and its Related
Persons access to such Real Estate for the purpose of conducting, such
environmental audits and assessments, including subsurface sampling of soil and
groundwater, and cause the preparation of such reports, in each case as
Administrative Agent may from time to time reasonably request.  Such audits, assessments and reports, to the
extent not conducted by Administrative Agent or any of its Related Persons,
shall be conducted and prepared by reputable environmental consulting firms
reasonably acceptable to Administrative Agent and shall be in form and
substance reasonably acceptable to Administrative Agent.  4.15        Canadian Pension
Plans and Benefit Plans.  (i)            [Reserved.]  (ii)           All employer or
employee payments, contributions or premiums required to be remitted, paid to
or in respect of each Canadian Pension Plan or Canadian Benefit Plan shall be
paid or remitted by each Credit Party in a timely fashion in accordance with
the terms thereof, any funding agreements and all applicable laws.  (iii)          Borrower shall
deliver to Administrative Agent (i) if requested by Administrative Agent,
copies of each annual and other return, report or valuation with respect to
each Canadian Pension Plan as filed with any applicable Governmental Authority;
(ii) promptly after receipt thereof, a copy of any direction,  58


order, notice, ruling or
opinion that any Credit Party may receive from any applicable Governmental
Authority with respect to any Canadian Pension Plan; and (iii) notification
within 30 days of any increases having a cost to one or more of the Credit
Parties in excess of $100,000per annum in
the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian
Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian
Benefit Plan, or the commencement of contributions to any such plan to which
any Credit Party was not previously contributing.  4.16        Post-Closing
Matters.  To the extent not delivered
to Administrative Agent or Co-Collateral Agents, as applicable, on or before
the Closing Date, each Borrower agrees to, and to cause each of its respective
Subsidiaries to,(a) deliver each of the items set forth on Schedule
4.16 within the time periods and in the manner specified on such schedule,
in each case in form and substance reasonably satisfactory to Administrative
Agent or Co-Collateral Agents, as applicable and (b) otherwise comply with
the requirements set forth on Schedule 4.16.  ARTICLE V.
NEGATIVE COVENANTS  Each Credit Party covenants
and agrees that, so long as any Lender shall have any Commitment hereunder, or
any Loan or other Obligation (other than contingent indemnification Obligations
to the extent no claim giving rise thereto has been asserted) shall remain
unpaid or unsatisfied:  5.1          Limitation on
Liens.  No Credit Party shall, and no
Credit Party shall suffer or permit any of its Subsidiaries to, directly or
indirectly, make, create, incur, assume or suffer to exist any Lien upon or
with respect to any part of its Property, whether now owned or hereafter
acquired, other than the following (Permitted Liens):  (a)           any Lien existing on
the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing
Date and set forth in Schedule 5.1securing Indebtedness outstanding on
such date and permitted by subsection 5.5(c), including replacement
Liens on the Property currently subject to such Liens securing Indebtedness
permitted by subsection 5.5(c);  (b)           any Lien created
under any Loan Document;  (c)           Liens for taxes,
fees, assessments or other governmental charges (i) which are not past due
or remain payable without penalty, or (ii) the non payment of which is
permitted by Section 4.7;  (d)           carriers,
warehousemens, mechanics, landlords, materialmens, repairmens or other
similar Liens which are not past due or remain payable without penalty or which
are being contested in good faith and by appropriate proceedings diligently
prosecuted, which proceedings have the effect of preventing the forfeiture or  59


sale of the Property
subject thereto and for which adequate reserves in accordance with GAAP are
being maintained;  (e)           Liens (other than
any Lien imposed by ERISA) consisting of pledges or deposits required in the
Ordinary Course of Business in connection with workers compensation,
unemployment insurance and other social security legislation or to secure the
performance of tenders, statutory obligations, surety, stay, customs and
appeals bonds, bids, leases, governmental contract, trade contracts,
performance and return of money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money) or to secure liability to
insurance carriers;  (f)            Liens consisting of
judgment or judicial attachment liens (other than for payment of taxes,
assessments or other governmental charges), provided that the enforcement of
such Liens is effectively stayed and all such Liens secure claims in the aggregate
at any time outstanding for the Credit Parties and their Subsidiaries not
exceeding $10,000,000;  (g)           easements, rights of
way, zoning and other restrictions, minor defects or other irregularities in
title, and other similar encumbrances incurred in the Ordinary Course of
Business which, either individually or in the aggregate, are not substantial in
amount, and which do not in any case materially detract from the value of the
Property subject thereto or interfere in any material respect with the ordinary
conduct of the businesses of any Credit Party or any Subsidiary of any Credit
Party;  (h)           Liens on any
Property acquired or held by any Credit Party or any Subsidiary of any Credit
Party securing Indebtedness permitted under subsection 5.5(d); provided
that (i) any such Lien attaches to such Property concurrently with or
within forty-five (45) days after the acquisition thereof, (ii) such Lien
attaches solely to the Property so acquired in such transaction and the
proceeds thereof, and (iii) the principal amount of the debt secured
thereby does not exceed 100% of the cost of such Property;  (i)            [Reserved];  (j)            any interest or
title of a lessor or sublessor under any lease permitted by this Agreement;  (k)           licenses and
sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and
leases or subleases (by a Credit Party or any Subsidiary of a Credit Party as
lessor or sublessor) to third parties in the Ordinary Course of Business not
interfering in any material respect with the business of the Credit Parties and
their Subsidiaries;  (l)            Liens in favor of
collecting banks arising by operation of law under Section 4-210 of the
Uniform Commercial Code or, with respect to collecting banks located in the
State of New York, under Section 4-208 of the Uniform Commercial Code;  60


(m)          Liens (including the
right of set-off) in favor of a bank or other depository institution arising as
a matter of law encumbering deposits;  (n)           Liens in favor of
customs and revenue authorities arising as a matter of law which secure payment
of customs duties in connection with the importation of goods in the Ordinary
Course of Business;  (o)           Liens securing
Indebtedness permitted bysubsection 5.5(g)**assumed in
connection with any Permitted Acquisition; provided that (i) such Lien was
not created in contemplation of such Permitted Acquisition or such Person
becoming a Credit Party (or Subsidiary of a Credit Party), (ii) such Lien
does not extend to any assets other than those of the Target of such Permitted
Acquisition and (iii) such Lien shall be created no later than the later
of the date of such Permitted Acquisition or the date of the assumption of such
Indebtedness;  (p)           Liens
securing Indebtedness permitted bysubsection 5.5(h);
provided that such Liens are subject to the terms of the Intercreditor
Agreement; and  (q)           in the case of
property of a Canadian Credit Party with respect to unregistered Prior Claims
for items not yet due and payable; and  (r)the reservations, limitations, provisos
and conditions expressed in any original grants from the Crown of real or
immovable property, which do not materially interfere with (i) the
ordinary conduct of the business of the applicable Person or (ii) the use
and enjoyment of such real or immovable property.  5.2          Disposition of
Assets.  No Credit Party shall, and
no Credit Party shall suffer or permit any of its Subsidiaries to, directly or
indirectly, sell, assign, lease, convey, transfer or otherwise dispose of
(whether in one or a series of transactions) any Property (including the Stock
of any Subsidiary of any Credit Party, whether in a public or a private
offering or otherwise, and accounts and notes receivable, with or without
recourse) or enter into any agreement to do any of the foregoing, except:  (a)           dispositions to any
Person other than an Affiliate of a Credit Party of (i) inventory, or (ii) worn
out, obsolete or surplus equipment in the Ordinary Course of Business;  (b)           [Reserved];  (c)           transactions
permitted under Section 5.1(k);  (d)           dispositions of
assets (other than ABL Priority Collateral) pursuant to sale and leaseback
transactions in an aggregate amount not to exceed $50,000,000; provided that no
Default or Event of Default is in existence at the time of such disposition or
would result therefrom;  61


(e)           dispositions of
those assets set forth in Schedule 5.2; provided that no Default or
Event of Default is in existence at the time of such disposition or would
result therefrom;  (f)            dispositions of
assets from a Domestic Credit Party to another Domestic Credit Party;  (g)           dispositions of
assets from a Canadian Credit Party or a Subsidiary that is not a Credit Party
to another Credit Party for not more than fair market value; and  (h)additional dispositions of assets not
otherwise permitted by this Section 5.2 if, immediately after
giving effect to any such disposition, the aggregate amount (based on the net
book value of all such assets) of all such dispositions does not exceed the
lesser of (i) $50,000,000 and (ii) 15% of the Consolidated Total
Assets of GGC and its Subsidiaries(calculated for the fiscal
month most recently ended prior to such disposition for which financial
statements have been delivered pursuant to Section 4.1 on a pro
forma basis after giving effect to such disposition);provided that (A) no Default or Event of
Default is in existence at the time of such disposition or would result
therefrom and (B) the non-cash consideration received in connection
therewith shall not exceed 25% of the total consideration received in
connection with such disposition; provided further that the Aromatics Asset
Sale shall not be subject to the terms of this Section 5.2(h) but the
proceeds of any Disposition of any ABL Priority Collateral related to the
Aromatics Asset Sale shall be subject to the provisions of subsection 1.8(c).  5.3          Consolidations,
Mergers, etc.  No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to (a) merge,
amalgamate, consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except upon not less than five (5) Business Days
prior written notice to Administrative Agent, (a) any Subsidiary of GGC
(other than the Canadian Borrower) may merge or amalgamate with, or dissolve or
liquidate into, GGC or a Domestic Subsidiary, provided that GGC or such
Domestic Subsidiary shall be the continuing or surviving entity and all actions
required to maintain perfected Liens on the Stock of the surviving entity and
other Collateral in favor of Administrative Agent shall have been completed, (b) any
Subsidiary of the Canadian Borrower (other than a Domestic Subsidiary) may
merge or amalgamate with, or dissolve or liquidate into, the Canadian Borrower
or a Canadian Subsidiary, provided that the Canadian Borrower or such Canadian
Subsidiary shall be the continuing or surviving entity and all actions required
to maintain perfected Liens on the Stock of the surviving entity and other
Collateral in favor of Administrative Agent shall have been completed (c) any
Foreign Subsidiary may amalgamate, merge or consolidate with or into another
Foreign Subsidiary provided if a First Tier Foreign Subsidiary is a constituent
entity in such merger, amalgamation, dissolution or liquidation, such First
Tier Foreign Subsidiary shall be the continuing or surviving entity and (d) any
Subsidiary of GGC (other than the Canadian Borrower) may be dissolved or
liquidated provided that if such Subsidiary is a Domestic Subsidiary, such
Subsidiarys assets are transferred to a Domestic Credit Party  62


in connection with such
liquidation or dissolution, and if such Subsidiary is a Canadian Subsidiary,
such Subsidiarys assets are transferred to a Canadian Credit Party in
connection with such liquidation or dissolution.  5.4          Acquisitions;
Loans and Investments.  No Credit
Party shall and no Credit Party shall suffer or permit any of its Subsidiaries
to (i) purchase or acquire, or make any commitment to purchase or acquire
any Stock or Stock Equivalents, or any obligations or other securities of, or
any interest in, any Person, including the establishment or creation of a
Subsidiary, or (ii) make or commit to make any Acquisitions, or any other
acquisition of all or substantially all of the assets of another Person, or of
any business or division of any Person, including without limitation, by way of
merger, amalgamation, consolidation or other combination or (iii) make or
purchase, or commit to make or purchase, any advance, loan, extension of credit
or capital contribution to or any other investment in, any Person including a
Borrower, any Affiliate of a Borrower or any Subsidiary of a Borrower (the
items described in clauses (i), (ii) and (iii) are
referred to as Investments), except for:  (a)           Investments in cash
and Cash Equivalents;  (b)           (i) Investments
by any Domestic Credit Party in any other Domestic Credit Party, (ii) Investments
by any Canadian Credit Party in any Credit Party; (iii) Investments by any
Subsidiary that is not a Credit Party in any Credit Party or any other
Subsidiary of any Credit Party; (iv) the Holdco Loan; and (v) Investments
by any Domestic Credit Party in any Canadian Credit Party in the form of
intercompany advances or loans made for working capital purposes; provided,
that: (A) if any Credit Party executes and delivers a note (collectively,
the Intercompany Notes) to evidence any such intercompany Indebtedness owing
by such Credit Party, that Intercompany Note shall be pledged and delivered to
Administrative Agent pursuant to the US Revolving Guaranty and Security
Agreement as additional collateral security for the Obligations; and (B) each
Credit Party shall accurately record all intercompany transactions on its books
and records;  (c)           Investments received
as the non-cash portion of consideration received in connection with
transactions permitted pursuant to subsection 5.2(h);  (d)           Investments acquired
in connection with the settlement of delinquent Accounts in the Ordinary Course
of Business or in connection with the bankruptcy or reorganization of suppliers
or customers;  (e)           Investments existing
on the Closing Date and set forth in Schedule 5.4;  (f)            loans or advances
to employees permitted under Section 5.6;  (g)           Permitted
Acquisitions;  63


(h)           Acquisitions not
otherwise permitted by this Section 5.4 in an amount not to exceed
$7,000,000 in a single transaction or $25,000,000 in the aggregate during the
term of this Agreement; provided that (i) to the extent the Acquisition
will be financed in whole or in part with the proceeds of any Loan, the
conditions set forth in Section 2.2 shall have been satisfied, (ii) the
Borrowers and their Subsidiaries (including any new Subsidiary) shall execute
and deliver the agreements, instruments and other documents required by Section 4.13,
(iii) such Acquisition shall be non-hostile and shall have been approved,
as necessary, by the targets board of directors, shareholders or other
requisite Persons, (iv) the assets, business or division acquired are for
use, or the Person acquired is engaged, in a line of business substantially
similar to the business conducted by the Credit Parties on the Closing Date
(and business activities reasonably related, ancillary or complementary
thereto) and (v) no Default or Event of Default shall then exist or would
exist after giving effect thereto;  (i)            Additional Investments
(other than Acquisitions) not otherwise permitted pursuant to this Section 5.4;
provided that at the time any such Investment is made and immediately
after giving effect thereto (i) no Default or Event of Default shall have
occurred and be continuing or would result therefrom, (ii) the total
consideration paid or payable (including without limitation, all transaction
costs, assumed Indebtedness and Liabilities incurred, assumed or reflected on a
consolidated balance sheet of the Credit Parties and their Subsidiaries after
giving effect to such Investment and the reasonably anticipated amount of all
deferred payments) for all Investments consummated during the term of this
Agreement pursuant to this clause (i) shall not exceed $50,000,000 in the
aggregate for all such Investments (provided no such cap shall apply if Excess
Availability would have exceeded $125,000,000 at all times during the 30 days
immediately preceding the incurrence thereof (pro forma after giving effect to
such Investment), (iii) Administrative Agent shall have received a
certificate of a Responsible Officer of the Borrower Representative
demonstrating that the Consolidated Fixed Charge Coverage Ratio exceeds 1.25 to
1.00 (calculated for the fiscal month most recently ended prior to the
consummation of such Investment for which financial statements have been
delivered pursuant to Section 4.1, on a pro forma basis after giving
effect to such Investment) and (iv) Excess Availability shall be not less
than $100,000,000 on a pro forma basis after giving effect to such
Investment.  For the avoidance of doubt,
the restrictions set forth above shall not prohibit or require a reduction of
outstanding Investments that were permitted to be made by this clause (i) at
the time such Investments were made; and  (j)            Any Investments
made in connection with the Aromatics Asset Sale.  5.5          Limitation on
Indebtedness.  No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, create,
incur, assume, permit to exist, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:  (a)           the Obligations;  64


(b)           Indebtedness
consisting of Contingent Obligations described in clause (c) of the
definition thereof and permitted pursuant to Section 5.9;  (c)           Indebtedness
existing on the Closing Date and set forth in Schedule 5.5, including
Indebtedness evidenced by the Existing Notes, and Permitted Refinancings
thereof;  (d)           Indebtedness not to
exceed $50,000,000 in the aggregate at any time outstanding, consisting of
Capital Lease Obligations or Indebtedness incurred or assumed for the purpose
of financing (or refinancing) all or any part of the cost of acquiring any
Property (and which Indebtedness is secured by Liens permitted by subsection
5.1(h)) and Permitted Refinancings thereof;  (e)           (i) unsecured
intercompany Indebtedness permitted pursuant to subsection 5.4(b) and
(ii) the Holdco Loan; provided that, in each case, such Indebtedness is subordinated
to the Obligations as to right and time of payment and as to other rights and
remedies thereunder on terms reasonably satisfactory to the Administrative
Agent;  (f)            unsecured
Subordinated Indebtedness not to exceed $50,000,000 in the aggregate at any
time outstanding (provided no such cap shall apply if (i) interest on such
Subordinated Indebtedness is capitalized for the duration of its term or (ii) if
Excess Availability would have exceeded $125,000,000 at all times during the 30
days immediately preceding the incurrence thereof (pro forma after giving
effect to such Subordinated Indebtedness); provided that (x) no Default or
Event of Default is in existence at the time such Credit Party becomes liable
with respect to such Indebtedness, or would result therefrom and (y) the
Consolidated Fixed Charge Coverage Ratio exceeds 1.25 to 1.00 (calculated for
the fiscal month most recently ended prior to the incurrence of such
Subordinated Indebtedness for which financial statements have been delivered pursuant
to Section 4.1 on a pro forma basis after giving effect to such
incurrence);  (g)           Indebtedness assumed
in connection with any Permitted Acquisition (and Permitted Refinancings
thereof); provided that such Indebtedness shall not have been incurred by any
party in contemplation of such Permitted Acquisition and such Indebtedness (and
any guarantee thereof) shall be permitted under Section 5.1 and Section 5.9,
respectively, on a pro forma basis at the time of such assumption;  (h)           Indebtedness
evidenced by the High Yield Notes and Permitted Refinancings thereof (including
any guarantees thereof by the Credit Parties); and  (i)            Indebtedness under
performance bonds, surety bonds, release, appeal and similar bonds, statutory
obligations or with respect to workers compensation claims, in each case
incurred in the Ordinary Course of Business, and reimbursement obligations in
respect of any of the foregoing (including in respect of letters of credit
issued in support of any of the foregoing);  65


(j)            to the extent
constituting Indebtedness, sale and leaseback transactions permitted under Section 5.2;
and  (k)           other unsecured
Indebtedness not exceeding $50,000,000 in the aggregate at any time outstanding
(provided no such cap shall apply if Excess Availability would have exceeded
$125,000,000 at all times during the 30 days immediately preceding the
incurrence thereof (pro forma after giving effect to such Indebtedness);
provided that (i) no Default or Event of Default is in existence at the
time of such incurrence or would result therefrom and (ii) the
Consolidated Fixed Charge Coverage Ratio exceeds 1.25 to 1.00 (calculated for
the fiscal month most recently ended prior to the incurrence of such
Subordinated Indebtedness for which financial statements have been delivered
pursuant to Section 4.1 on a pro forma basis after giving effect to
such incurrence).  5.6          Employee Loans and
Transactions with Affiliates.  No
Credit Party shall, and no Credit Party shall suffer or permit any of its
Subsidiaries to, enter into any transaction with any Affiliate of a Borrower or
of any such Subsidiary or pay any management, consulting or similar fees to any
Affiliate of any Credit Party or to any officer, director or employee of any
Credit Party or any Affiliate of any Credit Party, except:  (a)           as expressly
permitted by this Agreement;  (b)           pursuant to the
reasonable requirements of the business of such Credit Party or such Subsidiary
upon fair and reasonable terms no less favorable to such Credit Party or such
Subsidiary than would be obtained in a comparable arms length transaction with
a Person not an Affiliate of a Borrower or such Subsidiary and which are
disclosed in writing to Administrative Agent to the extent any such transaction
involves aggregate consideration in excess of $5,000,000;  (c)           customary
compensation and reimbursement of expenses of officers and directors;  (d)           loans or advances to
employees of Credit Parties for travel, entertainment and relocation expenses and
other ordinary business purposes in the Ordinary Course of Business; and  (e)           non-cash loans or advances made by
GGC to employees of Credit Parties that are simultaneously used by such Persons
to purchase Stock or Stock Equivalents of GGC.  All such transactions
existing as of the Closing Date are described in Schedule 5.6.  5.7          [Reserved].  66


5.8          Margin Stock; Use
of Proceeds.  No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, use any
portion of the Loan proceeds, directly or indirectly, to purchase or carry
Margin Stock or repay or otherwise refinance Indebtedness of any Credit Party
or others incurred to purchase or carry Margin Stock, or otherwise in any manner
which is in contravention of any Requirement of Law or in violation of this
Agreement.  5.9          Contingent
Obligations.  No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Contingent Obligations except in respect
of the Obligations and except:  (a)           endorsements for
collection or deposit in the Ordinary Course of Business;  (b)           Rate Contracts
entered into in the Ordinary Course of Business for bona fide hedging purposes
and not for speculation;  (c)           Contingent
Obligations of the Credit Parties and their Subsidiaries existing as of the
Closing Date and listed in Schedule 5.9, including extension and
renewals thereof which do not increase the amount of such Contingent Obligations
or impose materially more restrictive or adverse terms on the Credit Parties or
their Subsidiaries as compared to the terms of the Contingent Obligation being
renewed or extended;  (d)           Contingent
Obligations arising under indemnity agreements to title insurers to cause such
title insurers to issue to Administrative Agent title insurance policies;  (e)           Contingent
Obligations arising with respect to customary indemnification obligations in
favor of (i) sellers in connection with Acquisitions permitted hereunder
and (ii) purchasers in connection with dispositions permitted under subsection
5.2(b);  (f)            Contingent
Obligations arising under Letters of Credit;  (g)           Contingent
Obligations arising under guarantees of obligations of any Credit Party which
obligations are otherwise permitted hereunder; provided that if such obligation
is subordinated to the Obligations, such guarantee shall be subordinated to the
same extent;  (h)           Contingent
Obligations consisting of Indebtedness permitted under Section 5.2;  (i)            Contingent
Obligations assumed in connection with any Permitted Acquisition; provided that
such Contingent Obligations shall not have been incurred by  67


any party in contemplation of such Permitted Acquisition and Permitted
Refinancings thereof; and  (j)            other Contingent
Obligations not exceeding $10,000,000 in the aggregate at any time outstanding.  5.10        Compliance with
ERISA.  No ERISA Affiliate shall
cause or suffer to exist (a) any event that would reasonably be expected
to result in the imposition of a Lien on any asset of a Credit Party or a
Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer
Plan or (b) any other ERISA Event, that would, in the aggregate, have a
Material Adverse Effect.  No Credit Party
shall cause or suffer to exist any event that would reasonably be expected to
result in the imposition of a Lien on any asset with respect to any Benefit
Plan.  5.11        Restricted Payments.  No Credit Party shall, and no Credit Party
shall suffer or permit any of its Subsidiaries to, (i) declare or make any
dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase,
redeem or otherwise acquire for value any Stock or Stock Equivalent now or
hereafter outstanding or (iii) make any payment or prepayment of principal
of, premium, if any, interest, fees, redemption, exchange, purchase,
retirement, defeasance, sinking fund or similar payment with respect to
Subordinated Indebtedness (the items described in clauses (i), (ii) and
(iii) above are referred to as Restricted Payments); except that:  (a)           any Domestic
Subsidiary may declare and pay dividends to any Domestic Credit Party;  (b)           any Canadian
Subsidiary may declare and pay dividends to any Credit Party;  (c)           GGC may declare and
make dividend payments or other distributions payable solely in its Stock or
Stock Equivalents;  (d)           except during a Cash
Dominion Period, GGC may make cash dividend payments to the holders of its
Stock and may repurchase, redeem, retire or otherwise acquire for value any of
its Stock, in each case, provided that (i) Excess Availability exceeds
$100,000,000 on a pro forma basis after giving effect to such Restricted
Payment and (ii) the Consolidated Fixed Charge Coverage Ratio exceeds 1.10
to 1.00 (calculated for the fiscal month most recently ended prior to the
incurrence of such Subordinated Indebtedness for which financial statements
have been delivered pursuant to Section 4.1 on a pro forma basis
after giving effect to such Restricted Payment); and  (e)           the Credit Parties
may pay, prepay, repurchase, exchange or otherwise acquire for value the 2016
Notes, provided that (i) no Default or Event of Default is in existence at
the time of such Restricted Payment or would result therefrom,  68


(ii) Excess
Availability exceeds $100,000,000 on a pro forma basis after giving effect to
such Restricted Payment and (iii) the Consolidated Fixed Charge Coverage
Ratio exceeds 1.10 to 1.00 (calculated for the fiscal month most recently ended
prior to the incurrence of such Subordinated Indebtedness for which financial
statements have been delivered pursuant to Section 4.1 on a pro
forma basis after giving effect to such Restricted Payment).  5.12        Change in Business.  No Credit Party shall, and no Credit Party
shall permit any of its Subsidiaries to, engage in any line of business
substantially different from those lines of business carried on by it on the
date hereof.  5.13        Change in Structure.  Except as expressly permitted under Section 5.3,
no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries
to, make any changes in its equity capital structure, issue any Stock or Stock
Equivalents or amend any of its Organization Documents, in each case, in any
respect materially adverse to Administrative Agent or Lenders.  5.14        Changes in
Accounting, Name or Jurisdiction of Organization.  No Credit Party shall, and no Credit Party
shall suffer or permit any of its Subsidiaries to, (i) make any
significant change in accounting treatment or reporting practices, except as
required by GAAP, (ii) change the Fiscal Year or method for determining
Fiscal Quarters of any Credit Party or of any consolidated Subsidiary of any
Credit Party, (iii) change its name as it appears in official filings in
its jurisdiction of organization or (iv) change its jurisdiction of
organization, in the case of clauses (iii) and (iv), without at least
twenty (20) days prior written notice to Administrative Agent and the
acknowledgement of Administrative Agent that all actions required by
Administrative Agent, including those to continue the perfection of its Liens,
have been completed.  5.15        Amendments to High
Yield Note Documents and Subordinated Indebtedness.  No Credit Party shall, and no Credit Party
shall permit any of its Subsidiaries directly or indirectly to, change or amend
the terms of any (i) High Yield Note Documents in a manner prohibited by
the Intercreditor Agreement or (ii) Subordinated Indebtedness, if the
effect of such change or amendment with respect to such Subordinated
Indebtedness is to:  (A) increase
the interest rate on such Indebtedness by more than 200 basis points per annum;
(B) shorten the dates upon which payments of principal or interest are due
on such Indebtedness; (C) add or change in a manner adverse to the Credit
Parties any event of default or add or make materially more restrictive any
covenant with respect to such Indebtedness; (D) change in a manner adverse
to the Credit Parties the prepayment provisions of such Indebtedness or (E) change
the subordination provisions thereof (or the subordination terms of any
guaranty thereof).  5.16        No Negative Pledges.  (a)           No Credit Party
shall, and no Credit Party shall permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any consensual restriction or encumbrance of any kind on the ability of  69


any
Credit Party or Subsidiary to pay dividends or make any other distribution on
any of such Credit Partys or Subsidiarys Stock or Stock Equivalents or to pay
fees, including management fees, or make other payments and distributions to a
Borrower or any Credit Party.  No Credit
Party shall, and no Credit Party shall permit any of its Subsidiaries to,
directly or indirectly, enter into, assume or become subject to any Contractual
Obligation prohibiting or otherwise restricting the existence of any Lien upon
any of its assets in favor of Administrative Agent, whether now owned or
hereafter acquired except (i) in connection with any document or
instrument governing Liens permitted pursuant to subsections 5.1(h) and
5.1(i) provided that any such restriction contained therein relates
only to the asset or assets subject to such permitted Liens or (ii) contained
in any agreement entered into in connection with a Permitted Acquisition.  (b)           No Credit Party
shall issue any Stock or Stock Equivalents (i) if such issuance would
result in an Event of Default under subsection 7.1(k) and (ii) unless
such Stock and Stock Equivalents are pledged to Administrative Agent, for the
benefit of the Secured Parties, as security for the Obligations, on
substantially the same terms and conditions as the other Stock and Stock
Equivalents of such Credit Party are pledged to Administrative Agent.  5.17        OFAC; Patriot Act.  No Credit Party shall, and no Credit Party
shall permit any of its Subsidiaries to fail to comply with the laws,
regulations and executive orders referred to in Section 3.30.  5.18        Sale-Leasebacks.  Except as otherwise permitted pursuant to subsection
5.2(d), no Credit Party shall, and no Credit Party shall permit any of its
Subsidiaries to, engage in a sale leaseback, synthetic lease or similar
transaction involving any of its assets.  5.19        Hazardous Materials.  No Credit Party shall, and no Credit Party
shall permit any of its Subsidiaries to, cause or suffer to exist any Release
of any Hazardous Material at, to or from any Real Estate that would violate any
Environmental Law, form the basis for any Environmental Liabilities or
otherwise adversely affect the value or marketability of any Real Estate
(whether or not owned by any Credit Party or any Subsidiary of any Credit
Party), in each such case, to the extent such Release would reasonably be
expected to result, individually or in the aggregate, in a Material Adverse
Effect.  5.20        [Reserved].  5.21        Canadian Pension
Plans; Pensions and Benefit Plans. 
No Canadian Credit Party shall establish a Canadian Pension Plan.No ERISA Affiliate shall cause or suffer to exist any
termination, complete or partial wind-up, withdrawal, reorganization,
insolvency or similar event with respect to any Canadian Pension Plan which
would, in the aggregate, have a Material Adverse Effect.  70


5.22        Canadian Changes.  No Canadian Credit Party shall (a) change
its incorporated name, or if not a corporation, its name as it appears in
official filings in the jurisdiction of its organization, (b) change its
chief executive office, principal place of business, domicile (within the
meaning of the Civil Code of Quebec), corporate offices or provinces where which
Collateral is held or stored, or the location of its records concerning the
Collateral, (c) change the type of entity that it is, (d) change its
jurisdiction of incorporation or organization, in each case without at least
thirty (30) days prior written notice to Agent and after Agents written
acknowledgment that any reasonable action requested by Agent in connection
therewith, including to continue the perfection and, in the case of the
Province of Quebec, publication, of any Liens in favor of Agent, on  behalf of Secured Parties, in any Collateral,
has been completed or taken, and provided, that with respect to
paragraphs (b) and (d), any such new location shall be in Canada.  Without limiting the foregoing, no Credit
Party shall change its name, identity or corporate or organizational structure
in any manner that might make any financing statement filed in connection
herewith or any other Loan Document materially misleading within the meaning of
section 46(4) of the PPSA (or any comparable provision then in effect)
except upon prior written notice to Agent and after Agents written
acknowledgement that any reasonable action requested by Agent in connection
therewith, including to continue the perfection or, in the case of the Province
of Quebec, publication, of any Liens in favour of Agent, on behalf of the
Secured Parties, in any Collateral, has been completed or taken.  No Credit Party shall change its Fiscal Year.  5.23Permitted Reorganization.The Administrative Agent and each of the Lenders hereby agree that
certain restructuring transactions among the Borrowers and their Subsidiaries
to be entered into in connection with the Borrowers global tax planning (the Tax Planning Transactions) may be
consented to by the Administrative Agent (such consent not to be unreasonably
withheld or delayed) on behalf of the Requisite Lenders and that such Tax
Planning Transactions shall not constitute Investments or Dispositions for
purposes of the limitations of this Agreement; provided,
however, that the Administrative
Agent shall withhold its consent (and shall be deemed to be acting reasonably
in withholding such consent) to any such transactions that (i) adversely
affect the perfection or priority of the Liens granted pursuant to the Loan
Documents, except to the extent any such Liens are replaced by perfected Liens
with the same priority on assets with substantially equivalent value, as
determined by the Administrative Agent in its sole discretion, (ii) adversely
affect the value of any Collateral, including any Stock pledged pursuant to the
Loan Documents, except to the extent any such Collateral is replaced with
assets with substantially equivalent value, as determined by the Administrative
Agent in its sole discretion, or (iii) release any Subsidiary from its
Obligations under the Loan Documents, except to the extent any such guaranty is
replaced with a replacement guaranty or other credit support with substantially
equivalent value, as determined by the Administrative Agent in its sole
discretion.  71


ARTICLE VI.
FINANCIAL COVENANT  Each Credit Party covenants
and agrees that, so long as any Lender shall have any Commitment hereunder, or
any Loan or other Obligation (other than contingent indemnification Obligations
to the extent no claim giving rise thereto has been asserted) shall remain
unpaid or unsatisfied:  6.1          Fixed Charge
Coverage Ratio.  If at any time
Excess Availability is less than $45,000,000 for three (3) consecutive
Business Days (a Financial Covenant Trigger Event) (provided, no borrowing is
permitted during such 3- Business Day period), the Credit Parties shall not
permit the Consolidated Fixed Charge Coverage Ratio as of the immediately
preceding fiscal month end for which financial statements are available and as
of each subsequent fiscal month end thereafter to be less than 1.10 to 1.00;
provided, that (a) a breach of such covenant when so tested shall not be
cured by a subsequent increase of Excess Availability above $45,000,000 and (b) such
requirement to maintain a Consolidated Fixed Charge Coverage Ratio of at least
1.10 to 1.00 shall no longer apply for subsequent periods if Excess
Availability on each day during any period of sixty (60) consecutive days commencing after the date of such Financial
Covenant Trigger Event is greater than or equal to $45,000,000, after which
time the requirement to comply with the Consolidated Fixed Charge Coverage
Ratio for purposes of this Section 6.1 shall not apply unless a subsequent
Financial Covenant Trigger Event occurs.  With
respect to any period during which a Permitted Acquisition or a Disposition has
occurred (each, a Subject Transaction), for purposes of determining
compliance with the Consolidated Fixed Charge Coverage Ratio, Consolidated
EBITDA and the components of Consolidated Cash Interest Charges and
Consolidated Fixed Charges shall be calculated with respect to such period on a
pro forma basis (including pro forma adjustments (solely to the extent that
such adjustments are (A) made consistent with the definition of
Consolidated EBITDA and (B) (x) are of the type that would be
permitted pursuant to Article XI of Regulation S-X under the Securities
Act of 1933 (as amended) and as interpreted by the staff of the Securities and
Exchange Commission or (y) are reasonably consistent with the purposes of
such Regulation S-X as determined in good faith by GGC and reasonably
acceptable to Administrative Agent)) using the historical financial statements
of any business so acquired or to be acquired or sold or to be sold and the
consolidated financial statements of GGC and its Subsidiaries which shall be
reformulated as if such Subject Transaction, and any Indebtedness incurred or
repaid in connection therewith, had been consummated or incurred or repaid at
the beginning of such period (and assuming that such Indebtedness bears
interest during any portion of the applicable measurement period prior to the
relevant acquisition at the weighted average of the interest rates applicable
to outstanding Loans incurred during such period).  ARTICLE VII.
EVENTS OF DEFAULT  7.1          Events of Default.  Any of the following shall constitute an Event
of Default:  72


(a)Non-Payment.  Any Credit Party fails (i) to pay when
and as required to be paid herein, any amount of principal of any Loan,
including after maturity of the Loans, or to pay any L/C Reimbursement
Obligation, (ii) to pay within three (3) Business Days after the same
shall become due, any interest, or (iii) to pay within five (5) Business
Days after the same shall become due, any fee or any other amount payable
hereunder or pursuant to any other Loan Document;  (b)Representation
or Warranty.  (i) Any
representation, warranty or certification by or on behalf of any Credit Party
or any of its Subsidiaries made or deemed made herein, in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement by any such Person, or their respective Responsible Officers,
furnished at any time under this Agreement, or in or under any other Loan
Document, shall prove to have been incorrect in any material respect (without
duplication of other materiality qualifiers contained therein) on or as of the
date made or deemed made or (ii) any information contained in any
Borrowing Base Certificate is untrue or incorrect in any respect (other than (A) inadvertent,
immaterial errors not exceeding $3,000,000 in the aggregate in any Borrowing
Base Certificate, (B) errors understating the Borrowing Base and (C) errors
occurring when Excess Availability continues to exceed $100,000,000 after
giving effect to the correction of such errors);  (c)Specific
Defaults.  Any Credit
Party fails to perform or observe any term, covenant or agreement contained in
any of subsection 4.2(a), 4.2(b), 4.2(d), 4.3(a), 4.4(a) or
9.10(d), Section 4.1, 4.9, 4.10, 4.11
or 4.16 or Article V or VI or the Fee Letter;  (d)Other Defaults.  Any Credit Party or Subsidiary of any Credit
Party fails to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Loan Document, and such default shall
continue unremedied for a period of thirty (30) days after the earlier to occur
of (i) the date upon which a Responsible Officer of any Credit Party
becomes aware of such default and (ii) the date upon which written notice
thereof is given to the Borrower Representative by Administrative Agent or
Required Lenders;  (e)Cross Default.  Any Credit Party or any Subsidiary of any
Credit Party (i) fails to make any payment in respect of any Indebtedness
(other than the Obligations) or Contingent Obligation having an aggregate
principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $10,000,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period, if any, specified in the
document relating thereto on the date of such failure; or (ii) fails to
perform or observe any other condition or covenant, or any other event shall
occur or condition exist, under any agreement or instrument relating to any
such Indebtedness or Contingent Obligation, if the effect of such failure,
event or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such  73


Indebtedness
(or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause such Indebtedness to be declared to be due and payable
prior to its stated maturity (without regard to any subordination terms with
respect thereto), or such Contingent Obligation to become payable or cash
collateral in respect thereof to be demanded;  (f)Insolvency;
Voluntary Proceedings.  A
Borrower, individually, ceases or fails, or the Credit Parties and their Subsidiaries
on a consolidated basis, cease or fail, to be Solvent, or any Credit Party: (i) generally
fails to pay, or admits in writing its inability to pay, its debts as they
become due, subject to applicable grace periods, if any, whether at stated maturity
or otherwise; (ii) voluntarily ceases to conduct its business in the
ordinary course; (iii) commences any Insolvency Proceeding with respect to
itself; or (iv) takes any action to effectuate or authorize any of the
foregoing;  (g)Involuntary
Proceedings.  (i) Any
involuntary Insolvency Proceeding is commenced or filed against any Credit
Party, or any writ, judgment, warrant of attachment, execution or similar
process, is issued or levied against any such Persons Properties with a value
in excess of $10,000,000 individually or in the aggregate and any such
proceeding or petition shall not be dismissed, or such writ, judgment, warrant
of attachment, execution or similar process shall not be released, vacated or
fully bonded within sixty (60) days after commencement, filing or levy; (ii) any
Credit Party admits the material allegations of a petition against it in any
Insolvency Proceeding, or an order for relief (or similar order under non-U.S.
law) is ordered in any Insolvency Proceeding; or (iii) any Credit Party
acquiesces in the appointment of a receiver, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or other similar
Person for itself or a substantial portion of its Property or business;  (h)Monetary Judgments.  One or more judgments, non-interlocutory
orders, decrees or arbitration awards shall be entered against any one or more
of the Credit Parties or any of their respective Subsidiaries involving in the
aggregate a liability of $10,000,000 or more (excluding amounts covered by
insurance to the extent the relevant independent third party insurer has not
denied coverage therefor), and the same shall remain unsatisfied, unvacated and
unstayed pending appeal for a period of thirty (30) days after the entry thereof;  (i)Non Monetary
Judgments.  One or more
non-monetary judgments, orders or decrees shall be rendered against any one or
more of the Credit Parties or any of their respective Subsidiaries which has or
would reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect, and there shall be any period of ten (10) consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect;  (j)Collateral.  Any material provision of any Loan Document
shall for any reason cease to be valid and binding on or enforceable against
any Credit Party or any Subsidiary of any Credit Party thereto or any Credit
Party or any Subsidiary of any Credit Party shall so state in writing or bring
an action to limit its obligations or liabilities  74


thereunder;
or any Collateral Document shall for any reason (other than pursuant to the
terms thereof) cease to create a valid security interest in the Collateral
purported to be covered thereby or such security interest shall for any reason
cease to be a perfected and first priority security interest subject only to
Permitted Liens;  (k)Ownership.  (i) the direct or indirect sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of GGC and its Subsidiaries taken
as a whole to any person or group (as those terms are used in Section 13(d)
of the Exchange Act); (ii) the adoption of a plan relating to the liquidation
or dissolution of GGC; (iii) the consummation of any transaction (including,
without limitation, any merger or consolidation), the result of which is that
any person or group (as defined above) becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of GGC, measured
by voting power rather than number of shares, (iv) GGC shall cease to own,
directly or indirectly, 100% of the Voting Stock of the Canadian Borrower or (v)
Change of Control (as defined in any Note Document) shall occur.  Notwithstanding the foregoing, any holding
company that directly or indirectly owns 100% of the Voting Stock of GGC shall
not be deemed to be a person for purposes of clauses (i) and (iii) above
such that the Beneficial Owners of such holding company shall be the Beneficial
Owners of GGCs Voting Stock for purposes of clauses (i) and (iii) above; or  (l)Invalidity of
Subordination Provisions.  The
lien subordination provisions of the Intercreditor Agreement or any agreement
or instrument governing any Subordinated Indebtedness shall for any reason be
revoked or invalidated, or otherwise cease to be in full force and effect, or
any Person deny that it has any further liability or obligation thereunder, or
the Obligations, for any reason shall not have the priority contemplated by
this Agreement or such subordination provisions.  7.2Remedies.  Upon the occurrence and during the
continuance of any Event of Default, Administrative Agent may, and shall at the
request of the Required Lenders:  (a)declare all or
any portion of the Commitment of each Lender to make Loans or of the L/C Issuer
to issue Letters of Credit to be suspended or terminated, whereupon such
Commitments shall forthwith be suspended or terminated;  (b)declare all or
any portion of the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable;
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by each Credit Party; and/or  (c)exercise on
behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable law;  75


provided, however, that upon
the occurrence of any event specified in subsection 7.1(f) or 7.1(g) above
(in the case of clause (i) of subsection 7.1(g) upon
the expiration of the sixty (60) day period mentioned therein), the obligation
of each Lender to make Loans and the obligation of the L/C Issuer to issue
Letters of Credit shall automatically terminate and the unpaid principal amount
of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of Administrative
Agent, any Lender or the L/C Issuer.  7.3Rights Not
Exclusive.  The rights
provided for in this Agreement and the other Loan Documents are cumulative and
are not exclusive of any other rights, powers, privileges or remedies provided
by law or in equity, or under any other instrument, document or agreement now
existing or hereafter arising.  7.4Cash Collateral
for Letters of Credit.  If
an Event of Default has occurred and is continuing, this Agreement (or the
Revolving Loan Commitment) shall be terminated for any reason or if otherwise
required by the terms hereof, Administrative Agent may, and upon request of
Required Lenders, shall, demand (which demand shall be deemed to have been
delivered automatically upon any acceleration of the Loans and other
obligations hereunder pursuant to Section 7.2), and the Borrowers
shall thereupon deliver to Administrative Agent, to be held for the benefit of
the L/C Issuer, Administrative Agent and the Lenders entitled thereto, an
amount of cash equal to 105% of the U.S. Dollar Equivalent of the amount of L/C
Reimbursement Obligations as additional collateral security for
Obligations.  Administrative Agent may at
any time apply any or all of such cash and cash collateral to the payment of
any or all of the Credit Parties Obligations. 
The remaining balance of the cash collateral will be returned to the
Borrowers when all Letters of Credit have been terminated or discharged, all
Commitments have been terminated and all Obligations have been paid in full in
cash.  ARTICLE VIII.
THE ADMINISTRATIVE AGENT  8.1Appointment and
Duties.  (a)Appointment of
Agents.Each Lender and each L/C Issuer
hereby appoints GE Capital (together with any successor Administrative Agent
pursuant to Section 8.9) as Administrative Agent hereunder and
authorizes Administrative Agent to (i) execute and deliver the Loan
Documents and accept delivery thereof on its behalf from any Credit Party, (ii) execute
and deliver the Agreement on its behalf, (iii) take such action on its
behalf and to exercise all rights, powers and remedies and perform the duties
as are expressly delegated to Administrative Agent under such Loan Documents
and (iii) exercise such powers as are incidental thereto.  Each Lender and each L/C Issuer hereby
appoints GE Capital (together with any successor Agent pursuant to Section 9.09)
as a Co-Collateral Agent hereunder and authorizes such Agent to (i) take
such action on its behalf and to exercise all rights, powers and remedies and
perform the duties as are expressly delegated to such Co-Collateral Agent under
the Loan Documents and (ii) exercise such powers as are reasonably
incidental thereto.  Each Lender and each
L/C  76


Issuer
hereby appoints Wachovia as a Co-Collateral Agent hereunder and authorizes such
Co-Collateral Agent to (i) take such action on its behalf and to exercise
all rights, powers and remedies and perform the duties as are expressly
delegated to such Co-Collateral Agent under the Loan Documents and (ii) exercise
such powers as are reasonably incidental thereto.  (b)Duties as
Collateral and Disbursing Administrative Agent.Without limiting the generality of clause (a) above,
Administrative Agent shall have the sole and exclusive right and authority (to
the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act
as the disbursing and collecting agent for the Lenders and the L/C Issuers with
respect to all payments and collections arising in connection with the Loan
Documents (including in any proceeding described in subsection 7.1(g) or
any other bankruptcy, insolvency or similar proceeding), and each Person making
any payment in connection with any Loan Document to any Secured Party is hereby
authorized to make such payment to Administrative Agent, (ii) file and
prove claims and file other documents necessary or desirable to allow the
claims of the Secured Parties with respect to any Obligation in any proceeding
described in subsection 7.1(f) or (g) or any other
bankruptcy, insolvency or similar proceeding (but not to vote, consent or
otherwise act on behalf of such Person), (iii) act as collateral agent for
each Secured Party for purposes of the perfection of all Liens created by such
agreements and all other purposes stated therein, (iv) manage, supervise
and otherwise deal with the Collateral, (v) take such other action as is
necessary or desirable to maintain the perfection and priority of the Liens
created or purported to be created by the Loan Documents, (vi) except as
may be otherwise specified in any Loan Document, exercise all remedies given to
Administrative Agent and the other Secured Parties with respect to the
Collateral, whether under the Loan Documents, applicable Requirements of Law or
otherwise and (vii) execute any amendment, consent or waiver under the
Loan Documents on behalf of any Lender that has consented in writing to such
amendment, consent or waiver; provided, however, that Administrative Agent
hereby appoints, authorizes and directs each Lender and L/C Issuer to act as
collateral sub- agent for Administrative Agent, the Lenders and the L/C Issuers
for purposes of the perfection of Liens with respect to any deposit account
maintained by a Credit Party with, and cash and Cash Equivalents held by, such
Lender or L/C Issuer, and may further authorize and direct the Lenders and the
L/C Issuers to take further actions as collateral sub- agents for purposes of
enforcing such Liens or otherwise to transfer the Collateral subject thereto to
Administrative Agent, and each Lender and L/C Issuer hereby agrees to take such
further actions to the extent, and only to the extent, so authorized and
directed.  (c)Limited Duties.  Under the Loan Documents, each Agent (i) is
acting solely on behalf of the Secured Parties (except to the limited extent
provided in subsection 1.4(b) with respect to the Register), with
duties that are entirely administrative in nature, notwithstanding the use of
the defined term Administrative Agent, Co-Collateral Agent, as applicable,
or the terms agent and collateral agent and similar terms in any Loan
Document to refer to any Agent, which terms are used for title purposes only, (ii) is
not assuming any obligation under any Loan Document other than  77


as
expressly set forth therein or any role as agent, fiduciary or trustee of or
for any Lender, L/C Issuer or any other Person and (iii) shall have no
implied functions, responsibilities, duties, obligations or other liabilities
under any Loan Document, and each Secured Party, by accepting the benefits of
the Loan Documents, hereby waives and agrees not to assert any claim against
any Agent based on the roles, duties and legal relationships expressly
disclaimed in clauses (i) through (iii) above.  8.2Binding Effect.  Each Secured Party, by accepting the benefits
of the Loan Documents, agrees that (i) any action taken by Administrative
Agent or the Required Lenders (or, if expressly required hereby, a greater
proportion of the Lenders) in accordance with the provisions of the Loan
Documents, (ii) any action taken by Administrative Agent in reliance upon
the instructions of Required Lenders (or, where so required, such greater
proportion) and (iii) the exercise by Administrative Agent or the Required
Lenders (or, where so required, such greater proportion) of the powers set
forth herein or therein, together with such other powers as are incidental
thereto, shall be authorized and binding upon all of the Secured Parties.  8.3Use of
Discretion.  (a)Administrative
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that Administrative Agent is
required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents); provided, that Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose Administrative Agent to liability or that is contrary
to any Loan Document or applicable Requirement of Law; and  (b)Administrative
Agent shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to any Credit Party or its Affiliates
that is communicated to or obtained by Administrative Agent or any of its
Affiliates in any capacity.  8.4Delegation of
Rights and Duties. 
Administrative Agent may, upon any term or condition it specifies,
delegate or exercise any of its rights, powers and remedies under, and delegate
or perform any of its duties or any other action with respect to, any Loan
Document by or through any trustee, co- agent, employee, attorney-in-fact and
any other Person (including any Secured Party). 
Any such Person shall benefit from this Article VIII to the
extent provided by Administrative Agent.  8.5Reliance and
Liability.  (a)Administrative
Agent may, without incurring any liability hereunder, (i) treat the payee
of any Note as its holder until such Note has been assigned  78


in
accordance with Section 9.9, (ii) rely on the Register to the
extent set forth in Section 1.4, (iii) consult with any of its
Related Persons and, whether or not selected by it, any other advisors,
accountants and other experts (including advisors to, and accountants and
experts engaged by, any Credit Party) and (iv) rely and act upon any
document and information (including those transmitted by Electronic
Transmission) and any telephone message or conversation, in each case believed
by it to be genuine and transmitted, signed or otherwise authenticated by the
appropriate parties.  (b)No Agent and no
Related Person of any Agent shall be liable for any action taken or omitted to
be taken by any of them under or in connection with any Loan Document, and each
Secured Party, each Borrower and each other Credit Party hereby waives and
shall not assert (and each of the Borrowers shall cause each other Credit Party
to waive and agree not to assert) any right, claim or cause of action based
thereon, except to the extent of liabilities resulting primarily from the gross
negligence or willful misconduct of such Agent or, as the case may be, such
Related Person (each as determined in a final, non-appealable judgment by a
court of competent jurisdiction) in connection with the duties expressly set
forth herein.  Without limiting the foregoing,
no Agent :  (i)shall be
responsible or otherwise incur liability for any action or omission taken in
reliance upon the instructions of the Required Lenders or for the actions or
omissions of any of its Related Persons selected with reasonable care (other
than employees, officers and directors of Administrative Agent, when acting on
behalf of Administrative Agent);  (ii)shall be
responsible to any Lender, L/C Issuer or other Person for the due execution,
legality, validity, enforceability, effectiveness, genuineness, sufficiency or
value of, or the attachment, perfection or priority of any Lien created or
purported to be created under or in connection with, any Loan Document;  (iii)makes any
warranty or representation, and no Agent shall be responsible, to any Lender,
L/C Issuer or other Person for any statement, document, information,
representation or warranty made or furnished by or on behalf of any Credit
Party or any Related Person of any Credit Party in connection with any Loan
Document or any transaction contemplated therein or any other document or
information with respect to any Credit Party, whether or not transmitted or
(except for documents expressly required under any Loan Document to be
transmitted to the Lenders) omitted to be transmitted by Administrative Agent,
including as to completeness, accuracy, scope or adequacy thereof, or for the
scope, nature or results of any due diligence performed by Administrative Agent
in connection with the Loan Documents; and  (iv)shall have any
duty to ascertain or to inquire as to the performance or observance of any
provision of any Loan Document, whether any condition set forth in any Loan
Document is satisfied or waived, as to the financial condition of any Credit
Party or as to the existence or continuation or possible occurrence or
continuation of any Default or Event of Default and shall not be deemed to have
notice  79


or
knowledge of such occurrence or continuation unless it has received a notice
from the Borrower Representative, any Lender or L/C Issuer describing such
Default or Event of Default clearly labeled notice of default (in which case
Administrative Agent shall promptly give notice of such receipt to all
Lenders);  and, for each of the items
set forth in clauses (i) through (iv) above, each
Lender, L/C Issuer and each Borrower hereby waives and agrees not to assert
(and each Borrower shall cause each other Credit Party to waive and agree not
to assert) any right, claim or cause of action it might have against any Agent
based thereon.  (c)Each Lender and
L/C Issuer (i) acknowledges that it has performed and will continue to
perform its own diligence and has made and will continue to make its own
independent investigation of the operations, financial conditions and affairs
of the Credit Parties and (ii) agrees that is shall not rely on any audit
or other report provided by Administrative Agent or its Related Persons (an Administrative
Agent Report).  Each Lender and L/C
Issuer further acknowledges that any Administrative Agent Report (i) is
provided to the Lenders and L/C Issuers solely as a courtesy, without
consideration, and based upon the understanding that such Lender or L/C Issuer
will not rely on such Administrative Agent Report, (ii) was prepared by
Administrative Agent or its Related Persons based upon information provided by
the Credit Parties solely for Administrative Agents own internal use, (iii) may
not be complete and may not reflect all information and findings obtained by
Administrative Agent or its Related Persons regarding the operations and
condition of the Credit Parties.  Neither
Administrative Agent nor any of its Related Persons makes any representations
or warranties of any kind with respect to (i) any existing or proposed
financing, (ii) the accuracy or completeness of the information contained
in any Administrative Agent Report or in any related documentation, (iii) the
scope or adequacy of Administrative Agents and its Related Persons due
diligence, or the presence or absence of any errors or omissions contained in
any Administrative Agent Report or in any related documentation, and (iv) any
work performed by Administrative Agent or Administrative Agents Related
Persons in connection with or using any Administrative Agent Report or any
related documentation.  (d)Neither
Administrative Agent nor any of its Related Persons shall have any duties or
obligations in connection with or as a result of any Lender or L/C Issuer
receiving a copy of any Administrative Agent Report.  Without limiting the generality of the
forgoing, neither Administrative Agent nor any of its Related Persons shall
have any responsibility for the accuracy or completeness of any Administrative
Agent Report, or the appropriateness of any Administrative Agent Report for any
Lenders or L/C Issuers purposes, and shall have no duty or responsibility to
correct or update any Administrative Agent Report or disclose to any Lender or
L/C Issuer any other information not embodied in any Administrative Agent
Report, including any supplemental information obtained after the date of any
Administrative Agent Report.  Each Lender
and L/C Issuer releases, and agrees that it will not assert, any claim against
Administrative Agent or its Related Persons that in any way relates to any
Administrative Agent Report or arises out of any Lender or L/C Issuer having
access to any Administrative Agent Report or any discussion of its contents.  80


8.6Agents
Individually.  Each Agent
and its Affiliates may make loans and other extensions of credit to, acquire
Stock and Stock Equivalents of, engage in any kind of business with, any Credit
Party or Affiliate thereof as though it were not acting as such Agent and may
receive separate fees and other payments therefor.  To the extent any Agent or any of its
Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall
have and may exercise the same rights and powers hereunder and shall be subject
to the same obligations and liabilities as any other Lender and the terms Lender,
Revolving Lender, Required Lender and any similar terms shall, except where
otherwise expressly provided in any Loan Document, include, without limitation,
such Agent or such Affiliate, as the case may be, in its individual capacity as
Lender, Revolving Lender or as one of the Required Lenders.  8.7Lender Credit
Decision.  (a)Each Lender and
each L/C Issuer acknowledges that it shall, independently and without reliance
upon any Agent, any Lender or L/C Issuer or any of their Related Persons or
upon any document (including any offering and disclosure materials in
connection with the syndication of the Loans) solely or in part because such
document was transmitted by any Agent or any of their Related Persons, conduct
its own independent investigation of the financial condition and affairs of
each Credit Party and make and continue to make its own credit decisions in
connection with entering into, and taking or not taking any action under, any
Loan Document or with respect to any transaction contemplated in any Loan
Document, in each case based on such documents and information as it shall deem
appropriate.  Except for documents
expressly required by any Loan Document to be transmitted by any Agent to the
Lenders or L/C Issuers, no Agent shall have any duty or responsibility to
provide any Lender or L/C Issuer with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any Credit Party or any Affiliate of any
Credit Party that may come in to the possession of such Agent or any of its
Related Persons.  (b)If any Lender
or L/C Issuer has elected to abstain from receiving MNPI concerning the Credit
Parties or their Affiliates, such Lender or L/C Issuer acknowledges that,
notwithstanding such election, Administrative Agent and/or the Credit Parties
will, from time to time, make available syndicate-information (which may
contain MNPI) as required by the terms of, or in the course of administering
the Loans to the credit contact(s) identified for receipt of such
information on the Lenders administrative questionnaire who are able to
receive and use all syndicate-level information (which may contain MNPI) in
accordance with such Lenders compliance policies and contractual obligations
and applicable law, including federal and state securities laws; provided, that
if such contact is not so identified in such questionnaire, the relevant Lender
or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business
Day) provide such a contact to Administrative Agent and the Credit Parties upon
request therefor by Administrative Agent or the Credit Parties.  Notwithstanding such Lenders or L/C Issuers
election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges
that if such Lender or L/C Issuer chooses to communicate with  81


Administrative
Agent, it assumes the risk of receiving MNPI concerning the Credit Parties or
their Affiliates.  8.8Expenses;
Indemnities; Withholding.  (a)Each Lender
agrees to reimburse each Agent and each of its Related Persons (to the extent
not reimbursed by any Credit Party) promptly upon demand, severally and ratably,
for any costs and expenses (including fees, charges and disbursements of
financial, legal and other advisors and Other Taxes paid in the name of, or on
behalf of, any Credit Party) that may be incurred by such Agent or any of its
Related Persons in connection with the preparation, syndication, execution,
delivery, administration, modification, consent, waiver or enforcement (whether
through negotiations, through any work-out, bankruptcy, restructuring,
debtor-in-possession proceeding or other legal or other proceeding or
otherwise) of, or legal advice in respect of its rights or responsibilities
under, any Loan Document.  (b)Each Lender
further agrees to indemnify each Agent, each L/C Issuer and each of their
respective Related Persons (to the extent not reimbursed by any Credit Party),
severally and ratably, from and against Liabilities (including, as described in
subsection 8.8(c) and to the extent not indemnified thereunder,
taxes, interests and penalties imposed for not properly withholding or backup
withholding on payments made to or for the account of any Lender) that may be
imposed on, incurred by or asserted against such Agent or L/C Issuer or any of
its Related Persons in any matter relating to or arising out of, in connection
with or as a result of any Loan Document or any other act, event or transaction
related, contemplated in or attendant to any such document, or, in each case,
any action taken or omitted to be taken by such Agent or L/C Issuer or any of
its Related Persons under or with respect to any of the foregoing; provided,
however, that no Lender shall be liable to any Agent or L/C Issuer or any of
their respective Related Persons to the extent such liability has resulted
primarily from the gross negligence or willful misconduct of such Agent, L/C
Issuer or Related Person, as the case may be, as determined by a court of
competent jurisdiction in a final non-appealable judgment or order.  (c)To the extent
required by any applicable law, Administrative Agent may withhold from any
payment to any Lender under a Loan Document an amount equal to any applicable
withholding tax.  If the IRS or any other
Governmental Authority asserts a claim that Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate certification form was not delivered, was not properly
executed, or fails to establish an exemption from, or reduction of, withholding
tax with respect to a particular type of payment, or because such Lender failed
to notify Administrative Agent or any other Person of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax
ineffective, or for any other reason), or Administrative Agent reasonably
determines that it was required to withhold taxes from a prior payment but
failed to do so, such Lender shall promptly indemnify Administrative Agent
fully for all amounts paid, directly or indirectly, by such Administrative
Agent as tax or otherwise, including penalties and  82


interest,
and together with all expenses incurred by Administrative Agent, including
legal expenses, allocated internal costs and out-of-pocket expenses.  Administrative Agent may offset against any
payment to any Lender under a Loan Document, any applicable withholding tax
that was required to be withheld from any prior payment to such Lender but
which was not so withheld, as well as any other amounts for which
Administrative Agent is entitled to indemnification from such Lender under this
Section 8.8(c).  8.9Resignation of
Administrative Agent or L/C Issuer.  (a)Any Agent may
resign at any time by delivering notice of such resignation to the Lenders and
the Borrower Representative, effective on the date set forth in such notice or,
if no such date is set forth therein, upon the date such notice shall be
effective in accordance with the terms of this Section 8.9.  If any Agent delivers any such notice, the
Required Lenders shall have the right to appoint a successor Agent (other than
a successor Co-Collateral Agent to Wachovia). 
If, within 30 days after the retiring Agent having given notice of
resignation, no successor Agent has been appointed by the Required Lenders that
has accepted such appointment, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent from among the Lenders (it being understood
that in the event that Wachovia resigns as Co-Collateral Agent, Wachovia may
not have such right to appoint a successor Co-Collateral Agent).  Each appointment under this clause (a) shall
be subject to the prior consent of the Borrowers, which may not be unreasonably
withheld but shall not be required during the continuance of an Event of
Default.  (b)Effective
immediately upon its resignation, (i) the retiring Agent shall be
discharged from its duties and obligations under the Loan Documents, (ii) the
Lenders shall assume and perform all of the duties of such Agent until a
successor Agent shall have accepted a valid appointment hereunder, (iii) the
retiring Agent and its Related Persons shall no longer have the benefit of any
provision of any Loan Document other than with respect to any actions taken or
omitted to be taken while such retiring Agent was, or because such Agent had
been, validly acting as an Agent under the Loan Documents and (iv) subject
to its rights under Section 8.3, the retiring Agent shall take such
action as may be reasonably necessary to assign to the successor Agent its
rights as such Agent under the Loan Documents. 
Effective immediately upon its acceptance of a valid appointment as such
Agent, a successor Agent shall succeed to, and become vested with, all the
rights, powers, privileges and duties of the retiring Agent under the Loan
Documents.  (c)Any L/C Issuer may refuse to issue a
Letter of Credit in its sole discretion. 
Any Lender that is an L/C Issuer may at any time assign all of its
Commitments pursuant to, and subject to the terms of, Section 9.9.  If such L/C Issuer ceases to be a Lender, it
may, at its option, resign as L/C Issuer. 
In addition, any L/C Issuer may, at any time give notice of its
resignation to Administrative Agent and the Borrowers.  Upon the resignation of such L/C Issuer, such
L/C Issuers obligations to issue Letters of Credit shall terminate but it
shall retain all of the rights and obligations of an L/C Issuer hereunder with
respect to Letters of Credit outstanding as of the effective  83


date of its resignation
and all Letter of Credit Obligations with respect thereto (including the right
to require the Lenders to make Loans or fund risk participations in outstanding
Letter of Credit Obligations), shall continue.  8.10Release of
Collateral or Guarantors.  Each
Lender and L/C Issuer hereby consents to the release and hereby directs
Administrative Agent to release (or, in the case of clause (b)(ii) below,
release or subordinate) the following:  (a)any Subsidiary
of a Borrower from its guaranty of any Obligation if all of the Stock and Stock
Equivalents of such Subsidiary owned by any Credit Party are sold or
transferred in a transaction permitted under the Loan Documents (including
pursuant to a waiver or consent); and  (b)any Lien held
by Administrative Agent for the benefit of the Secured Parties against (i) any
Collateral that is sold, transferred, conveyed or otherwise disposed of by a
Credit Party in a transaction permitted by the Loan Documents (including
pursuant to a waiver or consent), (ii) any property subject to a Lien
permitted hereunder in reliance upon subsection 5.1(h) and (iii) all
of the Collateral and all Credit Parties, upon (A) termination of the
Revolving Loan Commitments, (B) payment and satisfaction in full of all
Loans, all L/C Reimbursement Obligations and all other Obligations under the
Loan Documents and all Obligations arising under Secured Rate Contracts, that
Administrative Agent has theretofore been notified in writing by the holder of
such Obligation are then due and payable, (C) deposit of cash collateral
with respect to all contingent Obligations (or, as an alternative to cash
collateral in the case of any Letter of Credit Obligation, receipt by
Administrative Agent of a back-up letter of credit), in amounts and on terms
and conditions and with parties satisfactory to Administrative Agent and each
Indemnitee that is, or may be, owed such Obligations (excluding contingent
Obligations (other than L/C Reimbursement Obligations) as to which no claim has
been asserted) and (D) to the extent requested by Administrative Agent,
receipt by Administrative Agent and the Secured Parties of liability releases
from the Credit Parties each in form and substance acceptable to Administrative
Agent.  Each Lender and L/C Issuer
hereby directs Administrative Agent, and Administrative Agent hereby agrees,
upon receipt of at least five (5) Business Days advance notice from the
Borrower Representative, to execute and deliver or file such documents and to
perform other actions reasonably necessary to release the guaranties and Liens
when and as directed in this Section 8.10.  8.11Additional
Secured Parties.  (a)The benefit of the provisions of the Loan
Documents directly relating to the Collateral or any Lien granted thereunder
shall extend to and be available to any Secured Party that is not a Lender or
L/C Issuer party hereto as long as, by accepting such benefits, such Secured
Party agrees, as among Administrative Agent and all other Secured Parties, that
such Secured Party is bound by (and, if requested by Administrative Agent,
shall confirm such agreement in a writing in form and substance  84


acceptable to
Administrative Agent) this Article VIII and Sections 9.3, 9.9,
9.10, 9.11, 9.17, 9.24 and 10.1 (and, solely
with respect to L/C Issuers, subsection 1.1(c)) and the decisions and
actions of Administrative Agent and the Required Lenders (or, where expressly
required by the terms of this Agreement, a greater proportion of the Lenders or
other parties hereto as required herein) to the same extent a Lender is bound;
provided, however, that, notwithstanding the foregoing, (a) each of
Administrative Agent, the Lenders and the L/C Issuers party hereto shall be
entitled to act at its sole discretion, without regard to the interest of such
Secured Party, regardless of whether any Obligation to such Secured Party
thereafter remains outstanding, is deprived of the benefit of the Collateral,
becomes unsecured or is otherwise affected or put in jeopardy thereby, and
without any duty or liability to such Secured Party or any such Obligation and (b) except
as otherwise set forth herein, such Secured Party shall not have any right to
be notified of, consent to, direct, require or be heard with respect to, any
action taken or omitted in respect of the Collateral or under any Loan
Document.  (b)Bank Products. 
Each Bank Product Provider shall be deemed a third party beneficiary
hereof and of the provisions of the other Loan Documents for purposes of any
reference in a Loan Document to the parties for whom Administrative Agent is
acting; it being understood and agreed that the rights and benefits of such
Bank Product Provider under the Loan Documents consist exclusively of such Bank
Product Providers being a beneficiary of the Liens and security interests
granted to Administrative Agent and the right to share in payments and
collections out of the Collateral as more fully set forth herein.  8.12Documentation Agent and Syndication Agent.Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any
other Loan Document, the Documentation Agent and Syndication Agent shall not
have any duties or responsibilities, nor shall the Documentation Agent and
Syndication Agent have or be deemed to have any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Documentation Agent and Syndication
Agent.  At any time that any Lender
serving (or whose Affiliate is serving) as Documentation Agent and/or
Syndication Agent shall have transferred to any other Person (other than any
Affiliates) all of its interests in the Loans and the Revolving Loan
Commitment, such Lender (or an Affiliate of such Lender acting as Documentation
Agent or Syndication Agent) shall be deemed to have concurrently resigned as
such Documentation Agent and/or Syndication Agent.  8.13Co-Collateral
Agent Discretionary Matters.  This Agreement provides that certain matters
(the Co-Collateral Agent Discretionary Matters) are subject to the discretion
of the Co-Collateral Agents.  Subject to
the terms and conditions set forth herein, each party hereto hereby agree that
for so long as Wachovia remains as a Co-Collateral Agent, Wachovia shall be
entitled to consult with GE Capital on the Co-Collateral Agent Discretionary
Matters.In the event that Wachovia and GE Capital
cannot, after consultation, agree on anyCo-Collateral Agent
DiscretionaryMatter,
the parties hereto agree that GE Capital shall apply the determination made by
Wachovia to  85


the extent that Wachovias
determination (x) is a more conservative exercise of credit judgment than
the determination made by GE Capital and (y) complies with any standard
set forth in the Credit Agreement with respect to suchCo-Collateral
Agent DiscretionaryMatter.  GE Capital hereby acknowledges
and agrees that if, when and to the extent GE Capital, in its capacity as
Administrative Agent or Co-Collateral Agent, receives any information or
document reasonably necessary or desirable in Wachovias exercise of any rights
set forth under the Credit Agreement in its capacity as a Co-Collateral Agent,
GE Capital shall promptly forward to Wachovia such information or
document.  Notwithstanding the foregoing,
Wachovia hereby acknowledges and agrees that GE Capital in its capacity as Administrative
Agent or Co-Collateral Agent shall not be required to obtain the consent or
approval of Wachovia in connection with any exercise of its rights or remedies
under the Credit Agreement and other Loan Documents, except as otherwise
required under the Credit Agreement.  8.14Quebec Security.For greater certainty, and without limiting
the powers of Administrative Agent hereunder or under any of the other Loan
Documents, each of the Lenders hereby acknowledges that Administrative Agent
shall, for purposes of holding any security granted by the Borrowers or any
other Person on its property pursuant to the laws of the Province of Quebec to
secure payment of the bonds, notes or other titles of indebtedness, be the
holder of an irrevocable power of attorney (fondé de pouvoir)
(within the meaning of the Civil Code of Quebec)
for itself and all present and future Secured Parties and in particular for all
present and future holders of such bonds, notes or other titles of
indebtedness.  Each of Administrative
Agent and Lenders hereby irrevocably constitutes, to the extent necessary,
Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692
of the Civil Code of Quebec) in order to hold
security granted by the Borrowers or any other Person in the Province of Quebec
to secure such bonds, notes or other title of indebtedness.  Each permitted assignee of the Lenders shall
be deemed to have confirmed and ratified the constitution of Administrative Agent
as the holder of such irrevocable power of attorney (fondé de
pouvoir) by execution of the relevant assignment of its
interest.  Notwithstanding the provisions
of Section 32 of An Act respecting the
Special Powers of Legal Persons (Quebec), Administrative Agent may
acquire and be the holder of such bonds, notes or other titles of indebtedness,
as agent and pledgee for its own account and for the benefit of all Secured
Parties.  The execution prior to the date
hereof by the Administrative Agent of any deed of hypothec or other security
documents made pursuant to the laws of the Province of Quebec, is hereby
ratified and confirmed.  For greater
certainty, the Administrative Agent, acting as the holder of an irrevocable
power of attorney (fondé de pouvoir),
shall have the same rights, powers, immunities, indemnities and exclusions from
liability as are prescribed in favor of the Administrative Agent in this
Agreement, which shall apply mutatis mutandis.  In the event of the resignation or
appointment of a successor Administrative Agent, such successor Administrative
Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir).  86


ARTICLE IX.
MISCELLANEOUS  9.1Amendments and
Waivers.  (a)No amendment or
waiver of any provision of this Agreement or any other Loan Document, and no
consent with respect to any departure by any Credit Party therefrom, shall be
effective unless the same shall be in writing and signed by Administrative
Agent, the Required Lenders (or by Administrative Agent with the consent of the
Required Lenders), and the Borrowers, and then such waiver shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no such waiver, amendment, or consent shall, unless in
writing and signed by all the Lenders directly affected thereby (or by
Administrative Agent with the consent of all the Lenders directly affected
thereby), in addition to Administrative Agent and the Required Lenders (or by
Administrative Agent with the consent of the Required Lenders) and the
Borrowers, do any of the following:  (i)increase or
extend the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to subsection 7.2(a));  (ii)postpone or
delay any date fixed for, or reduce or waive, any scheduled installment of
principal or any payment of interest, fees or other amounts (other than
principal) due to the Lenders (or any of them) or L/C Issuer hereunder or under
any other Loan Document (for the avoidance of doubt, mandatory prepayments
pursuant to Section 1.8 (other than scheduled installments under subsection
1.8(a)) may be postponed, delayed, waived or modified with the consent of
Required Lenders);  (iii)reduce the
principal of, or the rate of interest specified herein or the amount of
interest payable in cash specified herein on any Loan, or of any fees or other
amounts payable hereunder or under any other Loan Document, including L/C
Reimbursement Obligations (it being understood and agreed that any change to
the definition of Excess Availability or in the component definitions thereof
shall not constitute a reduction in the rate of interest); provided,
that only the consent of the Required Lenders shall be necessary to waive any
obligation of the Borrowers to pay interest at the rate set forth in subsection
1.3(c) during the continuance of an Event of Default;  (iv)change the
percentage of the Commitments or of the aggregate unpaid principal amount of
the Loans which shall be required for the Lenders or any of them to take any
action hereunder;  (v)amend this Section 9.1,
subsection 9.11(b) or the definition of Required Lenders or any
provision providing for consent or other action by all Lenders; or  87


(vi)discharge any
Credit Party from its respective payment Obligations under the Loan Documents,
or release all or substantially all of the Collateral, except as otherwise may
be provided in this Agreement or the other Loan Documents;  it being agreed that all
Lenders shall be deemed to be directly affected by an amendment or waiver of
the type described in the preceding clauses (iv), (v) and (vi).  (b)No amendment,
waiver or consent shall, unless in writing and signed by Administrative Agent ,
the Swingline Lender or the L/C Issuer, as the case may be, in addition to the
Required Lenders or all Lenders directly affected thereby, as the case may be
(or by Administrative Agent with the consent of the Required Lenders or all the
Lenders directly affected thereby, as the case may be), affect the rights or
duties of Administrative Agent, the Swingline Lender or the L/C Issuer, as
applicable, under this Agreement or any other Loan Document.  No amendment, modification or waiver of this
Agreement or any Loan Document altering the ratable treatment of Obligations
arising under Secured Rate Contracts resulting in such Obligations being junior
in right of payment to principal on the Loans or resulting in Obligations owing
to any Secured Swap Provider becoming unsecured (other than releases of Liens
permitted in accordance with the terms hereof), in each case in a manner
adverse to any Secured Swap Provider, shall be effective without the written
consent of such Secured Swap Provider or, in the case of a Secured Rate Contract
provided or arranged by GE Capital or an Affiliate of GE Capital, GE Capital.  (c)No amendment or
waiver shall, unless signed by Administrative Agent and all Lenders (or by
Administrative Agent with the consent of all Lenders):  amend or modify the definitions of Eligible
Accounts, Eligible Inventory, Domestic Borrowing Base or Canadian Borrowing
Base, including any increase in the percentage advance rates in the definitions
of Domestic Borrowing Base or Canadian Borrowing Base, in a manner which would increase
the availability of credit under the Aggregate Revolving Loan Commitment.  (d)Notwithstanding
anything to the contrary contained in this Section 9.1, (w) Borrowers
may amend Schedules 3.19 and 3.21 upon notice to Administrative
Agent, (x) Administrative Agent may amend Schedule 1.1(b) to
reflect Sales entered into pursuant to Section 9.9, (y) this
Agreement may be amended and restated without the consent of any Lender (but
with the consent of the Borrower Representative and the Administrative Agent)
if, upon giving effect to such amendment and restatement, such Lender shall no
longer be a party to this Agreement (as so amended and restated), the
Commitments of such Lender shall have terminated, such Lender shall have no
other commitment or other obligation hereunder and shall have been paid in full
all principal, interest and other amounts owing to it or accrued for its
account under this Agreement, and (z) Administrative Agent and Borrowers
may amend or modify this Agreement and any other Loan Document to (1) cure
any ambiguity, omission, defect or inconsistency therein, or (2) grant a
new Lien for the benefit of the Secured Parties, extend an existing Lien over
additional property for the benefit of the Secured Parties or join additional  88


Persons
as Credit Parties; provided that no Accounts or Inventory of such Person shall
be included as Eligible Accounts or Eligible Inventory until a field
examination (and, if required by Administrative Agent, an Inventory appraisal)
with respect thereto has been completed to the satisfaction of Administrative
Agent, including the establishment of Reserves required in the Co-Collateral
Agents Permitted Discretion.  (e)The consent of Administrative Agent and a
Bank Product Provider that is providing Bank Products and has outstanding any
such Bank Products at such time that are secured hereunder shall be required
for any amendment to the priority of payment of Obligations related to such
Bank Products as set forth in Section 1.10.  9.2Notices.  (a)Addresses.  All notices and other communications required
or expressly authorized to be made by this Agreement shall be given in writing,
unless otherwise expressly specified herein, and (i) addressed to the
address set forth on Schedule 9.2 hereto, (ii) posted to
Intralinks® (to the extent such system is available and set up by or at the
direction of Administrative Agent prior to posting) in an appropriate location
by uploading such notice, demand, request, direction or other communication to www.intralinks.com,
faxing it to 866-545-6600 with an appropriate bar-code fax coversheet or using
such other means of posting to Intralinks® as may be available and reasonably
acceptable to Administrative Agent prior to such posting, (iii) posted to
any other E-System approved by or set up by or at the direction of
Administrative Agent or (iv) addressed to such other address as shall be
notified in writing (A) in the case of the Borrowers, Administrative Agent
and the Swingline Lender, to the other parties hereto and (B) in the case
of all other parties, to the Borrower Representative and Administrative
Agent.  Transmissions made by electronic
mail or E-Fax to Administrative Agent shall be effective only (x) for
notices where such transmission is specifically authorized by this Agreement, (y) if
such transmission is delivered in compliance with procedures of Administrative
Agent applicable at the time and previously communicated to Borrower
Representative, and (z) if receipt of such transmission is acknowledged by
Administrative Agent.  (b)Effectiveness.  (i) All communications described in clause
(a) above and all other notices, demands, requests and other
communications made in connection with this Agreement shall be effective and be
deemed to have been received (i) if delivered by hand, upon personal
delivery, (ii) if delivered by overnight courier service, one (1) Business
Day after delivery to such courier service, (iii) if delivered by mail,
three (3) Business Days after deposit in the mail, (iv) if delivered
by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or
(a)(iii) above), upon senders receipt of confirmation of proper
transmission, and (v) if delivered by posting to any E-System, on the
later of the Business Day of such posting and the Business Day access to such
posting is given to the recipient thereof in accordance with the standard
procedures applicable to such E-System; provided, however, that no
communications to Administrative Agent pursuant to Article I shall
be effective until received by Administrative Agent.  89


(ii)The posting,
completion and/or submission by any Credit Party of any communication pursuant
to an E System shall constitute a representation and warranty by the Credit
Parties that any representation, warranty, certification or other similar
statement required by the Loan Documents to be provided, given or made by a
Credit Party in connection with any such communication is true, correct and
complete except as expressly noted in such communication or E-System.  (c)Each Lender
shall notify Administrative Agent in writing of any changes in the address to
which notices to such Lender should be directed, of addresses of its Lending
Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as Administrative Agent
shall reasonably request.  9.3Electronic
Transmissions.  (a)Authorization.  Subject to the provisions of subsection
9.2(a), each of Administrative Agent, Lenders, each Credit Party and each
of their Related Persons, is authorized (but not required) to transmit, post or
otherwise make or communicate, in its sole discretion, Electronic Transmissions
in connection with any Loan Document and the transactions contemplated
therein.  Each Credit Party and each
Secured Party hereto acknowledges and agrees that the use of Electronic
Transmissions is not necessarily secure and that there are risks associated
with such use, including risks of interception, disclosure and abuse and each
indicates it assumes and accepts such risks by hereby authorizing the
transmission of Electronic Transmissions.  (b)Signatures.  Subject to the provisions of subsection
9.2(a), (i)(A) no posting to any E-System shall be denied legal effect
merely because it is made electronically, (B) each E Signature on any such
posting shall be deemed sufficient to satisfy any requirement for a signature
and (C) each such posting shall be deemed sufficient to satisfy any
requirement for a writing, in each case including pursuant to any Loan
Document, any applicable provision of any UCC, the federal Uniform Electronic
Transactions Act, the Electronic Signatures in Global and National Commerce Act
and any substantive or procedural Requirement of Law governing such subject
matter, (ii) each such posting that is not readily capable of bearing
either a signature or a reproduction of a signature may be signed, and shall be
deemed signed, by attaching to, or logically associating with such posting, an
E-Signature, upon which Administrative Agent, each Secured Party and each
Credit Party may rely and assume the authenticity thereof, (iii) each such
posting containing a signature, a reproduction of a signature or an E-Signature
shall, for all intents and purposes, have the same effect and weight as a
signed paper original and (iv) each party hereto or beneficiary hereto
agrees not to contest the validity or enforceability of any posting on any
E-System or E-Signature on any such posting under the provisions of any
applicable Requirement of Law requiring certain documents to be in writing or
signed; provided, however, that nothing herein shall limit such partys or
beneficiarys right to contest whether any posting to any E-System or
E-Signature has been altered after transmission.  90


(c)Separate
Agreements.  All uses of
an E-System shall be governed by and subject to, in addition to Section 9.2
and this Section 9.3, the separate terms, conditions and privacy
policy posted or referenced in such E-System (or such terms, conditions and
privacy policy as may be updated from time to time, including on such E System)
and related Contractual Obligations executed by Administrative Agent and Credit
Parties in connection with the use of such E-System.  (d)LIMITATION OF
LIABILITY.  ALL
E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED AS IS AND AS
AVAILABLE.  NONE OF ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY,
ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND
DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.  NO WARRANTY OF ANY KIND IS MADE BY ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E
SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. 
Each of each Borrower, each other Credit Party executing this Agreement
and each Secured Party agrees that Administrative Agent has no responsibility
for maintaining or providing any equipment, software, services or any testing
required in connection with any Electronic Transmission or otherwise required
for any E-System.  9.4No Waiver;
Cumulative Remedies.  No failure
to exercise and no delay in exercising, on the part of Administrative Agent or
any Lender, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  No course of dealing between any Credit
Party, any Affiliate of any Credit Party, Administrative Agent or any Lender
shall be effective to amend, modify or discharge any provision of this
Agreement or any of the other Loan Documents.  9.5Costs and
Expenses.  Any action
taken by any Credit Party under or with respect to any Loan Document, even if
required under any Loan Document or at the request of any Agent or Required
Lenders, shall be at the expense of such Credit Party, and no Agent nor any
other Secured Party shall be required under any Loan Document to reimburse any
Credit Party or any Subsidiary of any Credit Party therefor except as expressly
provided therein.  In addition, the
Credit Parties, jointly and severally (but subject to Section 11.5),
agree to pay or reimburse upon demand (a) each Agent and each Arranger for
all out-of-pocket costs and expenses incurred by such Person or any of its
Related Persons, in connection with the investigation, development,
preparation, negotiation, syndication, execution, interpretation or administration
of, any modification of any term of or termination of, any Loan Document, any
commitment or proposal letter therefor, any other document prepared in
connection therewith or the consummation and administration of any transaction
contemplated therein, in each case including Attorney  91


Costs
of such Person, the cost of environmental audits, Collateral audits and
appraisals, background checks and similar expenses, (b) each L/C Issuer
for all reasonable out of pocket expenses incurred in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, (c) each Co-Collateral Agent for all costs and
expenses incurred by it or any of its Related Persons in connection with
internal audit reviews, field examinations and Collateral examinations (which
shall be reimbursed, in addition to the out-of-pocket costs and expenses of
such examiners, at the per diem rate per individual charged by such Co-Collateral
Agent for its examiners) and (d) each Agent, each Lender, each L/C Issuer
and each of their respective Related Persons for all costs and expenses
incurred in connection with (i) any refinancing or restructuring of the
credit arrangements provided hereunder in the nature of a work-out, (ii) the
enforcement or preservation of any right or remedy under any Loan Document, any
Obligation, with respect to the Collateral or any other related right or remedy
or (iii) the commencement, defense, conduct of, intervention in, or the
taking of any other action with respect to, any proceeding (including any
bankruptcy or insolvency proceeding) related to any Credit Party, any
Subsidiary of any Credit Party, Loan Document, Obligation or Related
Transaction (or the response to and preparation for any subpoena or request for
document production relating thereto), including Attorney Costs.  9.6Indemnity.  (a)Each Credit
Party agrees to indemnify, hold harmless and defend each Agent, each Lender,
each Arranger, each L/C Issuer and each of their respective Related Persons
(each such Person being an Indemnitee) from and against all Liabilities
(including brokerage commissions, fees and other compensation) that may be
imposed on, incurred by or asserted against any such Indemnitee in any matter
relating to or arising out of, in connection with or as a result of (i) any
Loan Document, any High Yield Note Document, any Obligation (or the repayment
thereof), any Letter of Credit, the use or intended use of the proceeds of any
Loan or the use of any Letter of Credit or any securities filing of, or with
respect to, any Credit Party, (ii) any commitment letter, proposal letter
or term sheet with any Person or any Contractual Obligation, arrangement or
understanding with any broker, finder or consultant, in each case entered into
by or on behalf of any Credit Party or any Affiliate of any of them in
connection with any of the foregoing and any Contractual Obligation entered
into in connection with any E-Systems or other Electronic Transmissions, (iii) any
actual or prospective investigation, litigation or other proceeding, whether or
not brought by any such Indemnitee or any of its Related Persons, any holders
of securities or creditors (and including attorneys fees in any case), any
Credit Party or any Affiliate of any Credit Party, or any third person, whether
or not any such Indemnitee, Related Person, holder, creditor, Credit Party,
Affiliate of a Credit Party, or third person is a party thereto, and whether or
not based on any securities or commercial law or regulation or any other
Requirement of Law or theory thereof, including common law, equity, contract,
tort or otherwise or (iv) any other act, event or transaction related,
contemplated in or attendant to any of the foregoing (collectively, the Indemnified
Matters); provided, however, that no Credit Party shall have any liability
under this Section 9.6 to any Indemnitee with respect to any
Indemnified Matter, and no  92


Indemnitee
shall have any liability with respect to any Indemnified Matter other than (to
the extent otherwise liable), to the extent such liability has resulted
primarily from the gross negligence or willful misconduct of such Indemnitee,
as determined by a court of competent jurisdiction in a final non-appealable
judgment or order.  Furthermore, each
Borrower and each other Credit Party executing this Agreement waives and agrees
not to assert against any Indemnitee, and shall cause each other Credit Party
to waive and not assert against any Indemnitee, any right of contribution with
respect to any Liabilities that may be imposed on, incurred by or asserted
against any Related Person.  Under no
circumstances shall any Indemnitee be liable to any Credit Party or any
Affiliate of a Credit Party for any punitive, exemplary, consequential or
indirect damages which may be alleged in connection with this Agreement or any
other Loan Document.  (b)Without
limiting the foregoing, Indemnified Matters includes all Environmental
Liabilities, including those arising from, or otherwise involving, any property
of any Credit Party or any Related Person of any Credit Party or any actual,
alleged or prospective damage to property or natural resources or harm or
injury alleged to have resulted from any Release of Hazardous Materials on,
upon or into such property or natural resource or any property on or contiguous
to any Real Estate of any Credit Party or any Related Person or any Credit
Party, whether or not, with respect to any such Environmental Liabilities, any
Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in
possession, the successor-in-interest to any Credit Party or any Related Person
of any Credit Party or the owner, lessee or operator of any property of any
Related Person through any foreclosure action, in each case except to the
extent such Environmental Liabilities (i) are incurred solely following
foreclosure by Administrative Agent or following Administrative Agent or any
Lender having become the successor-in-interest to any Credit Party or any
Related Person of any Credit Party and (ii) are attributable solely to
acts of such Indemnitee.  9.7Marshaling;
Payments Set Aside.  No Secured
Party shall be under any obligation to marshal any property in favor of any
Credit Party or any other Person or against or in payment of any
Obligation.  To the extent that any
Secured Party receives a payment from a Borrower, from any other Credit Party,
from the proceeds of the Collateral, from the exercise of its rights of setoff,
any enforcement action or otherwise, and such payment is subsequently, in whole
or in part, invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party, then to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor, shall be revived and
continued in full force and effect as if such payment had not occurred.  9.8Successors and
Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that any assignment by
any Lender shall be subject to the provisions of Section 9.9, and
provided further that no Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of
Administrative Agent and each Lender (and any purported assignment or transfer
without such consents shall be null and void).  93


9.9Assignments and
Participations; Binding Effect.  (a)Binding Effect.  This Agreement shall become effective when it
shall have been executed by the Borrowers, the other Credit Parties signatory
hereto and Administrative Agent and when Administrative Agent shall have been
notified by each Lender and the initial L/C Issuer that such Lender or L/C
Issuer has executed it.  Thereafter, it
shall be binding upon and inure to the benefit of, but only to the benefit of,
the Borrowers, the other Credit Parties hereto (in each case except for Article VIII),
Administrative Agent, each Lender and each L/C Issuer receiving the benefits of
the Loan Documents and, to the extent provided in Section 8.11,
each other Secured Party, each of the Indemnitees and, in each case, their
respective successors and permitted assigns. 
Except as expressly provided in any Loan Document (including in Section 8.9),
none of the Borrowers, any other Credit Party, any L/C Issuer or Administrative
Agent shall have the right to assign any rights or obligations hereunder or any
interest herein.  (b)Right to Assign.  Each Lender may sell, transfer, negotiate or
assign (a Sale) all or a portion of its rights and obligations hereunder
(including all or a portion of its Commitments and its rights and obligations
with respect to Loans and Letters of Credit) to (i) any existing Lender, (ii) any
Affiliate or Approved Fund of any existing Lender or (iii) any other
Person (other than a Credit Party or an Affiliate of a Credit Party) acceptable
(which acceptance shall not be unreasonably withheld or delayed) to
Administrative Agent and each L/C Issuer that is a Lender and, as long as no
Event of Default is continuing, the Borrower Representative (which acceptances
shall be deemed to have been given unless an objection is delivered to
Administrative Agent within ten (10) Business Days after notice of a
proposed sale is delivered to Borrower Representative) (it being understood
that GE Capital may sell a portion of its Commitments to other entities for which
GE Capital and its affiliates have agreed to service and manage those
Commitments without any such acceptance from Administrative Agent, L/C Issuer
or the Borrower Representative); provided, however, that (v) such Sales
must be ratable among the obligations owing to and owed by such Lender with
respect to the Revolving Loans, (w) for each Loan, the aggregate
outstanding principal amount (determined as of the effective date of the
applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations
subject to any such Sale shall be in a minimum amount of $1,000,000, unless
such Sale is made to an existing Lender or an Affiliate or Approved Fund of any
existing Lender, is of the assignors (together with its Affiliates and
Approved Funds) entire interest in such facility or is made with the prior
consent of the Borrower Representative (to the extent required) and
Administrative Agent, (x) such Sales shall be effective only upon the
acknowledgement in writing of such Sale by Administrative Agent, (y) interest
accrued prior to and through the date of any such Sale may not be assigned, and
(z) such Sales by Non-Funding Lenders shall be subject to Administrative
Agents and the Borrower Representatives prior written consent in all
instances (such consent by the Borrower Representative not to be unreasonably
withheld or delayed).  Administrative
Agents refusal to accept a Sale to (a) a holder of Subordinated
Indebtedness or an Affiliate of such a holder or (b) any Person that
cannot (either directly or through an Applicable  94


Designee)
lend to the Canadian Borrower, or the imposition of conditions or limitations
(including limitations on voting) upon Sales to such Persons, in each case,
shall not be deemed to be unreasonable. 
In no event shall any Sale of all or a portion of any Lenders rights
and obligations hereunder (including all or a portion of its Commitments and
its rights and obligations with respect to Loans and Letters of Credit) to a
Credit Party or an Affiliate of a Credit Party be permitted.  (c)Procedure.  The parties to each Sale made in reliance on clause
(b) above (other than those described in clause (e) or (f) below)
shall execute and deliver to Administrative Agent an Assignment via an
electronic settlement system designated by Administrative Agent (or, if
previously agreed with Administrative Agent, via a manual execution and
delivery of the Assignment) evidencing such Sale, together with any existing
Note subject to such Sale (or any affidavit of loss therefor acceptable to
Administrative Agent), any tax forms required to be delivered pursuant to Section 10.1
and payment of an assignment fee in the amount of $3,500 to Administrative
Agent, unless waived or reduced by Administrative Agent; provided, that (i) if
a Sale by a Lender is made to an Affiliate or an Approved Fund of such
assigning Lender, then no assignment fee shall be due in connection with such
Sale, and (ii) if a Sale by a Lender is made to an assignee that is not an
Affiliate or Approved Fund of such assignor Lender, and concurrently to one or
more Affiliates or Approved Funds of such Assignee, then only one assignment
fee of $3,500 shall be due in connection with such Sale (unless waived or
reduced by Administrative Agent).  Upon
receipt of all the foregoing, and conditioned upon such receipt and, if such
Assignment is made in accordance with clause (iii) of subsection
9.9(b), upon Administrative Agent (and the Borrower, if applicable)
consenting to such Assignment, from and after the effective date specified in
such Assignment, Administrative Agent shall record or cause to be recorded in
the Register the information contained in such Assignment.  (d)Effectiveness.  Subject to the recording of an Assignment by
Administrative Agent in the Register pursuant to subsection 1.4(b), (i) the
assignee thereunder shall become a party hereto and, to the extent that rights
and obligations under the Loan Documents have been assigned to such assignee
pursuant to such Assignment, shall have the rights and obligations of a Lender,
(ii) any applicable Note shall be transferred to such assignee through
such entry and (iii) the assignor thereunder shall, to the extent that
rights and obligations under this Agreement have been assigned by it pursuant
to such Assignment, relinquish its rights (except for those surviving the
termination of the Commitments and the payment in full of the Obligations) and
be released from its obligations under the Loan Documents, other than those
relating to events or circumstances occurring prior to such assignment (and, in
the case of an Assignment covering all or the remaining portion of an assigning
Lenders rights and obligations under the Loan Documents, such Lender shall
cease to be a party hereto).  (e)Grant of
Security Interests.  In addition
to the other rights provided in this Section 9.9, each Lender may
grant a security interest in, or otherwise assign as collateral, any of its
rights under this Agreement, whether now owned or hereafter acquired (including
rights to payments of principal or interest on the Loans), to (A) any  95


federal
reserve bank (pursuant to Regulation A of the Federal Reserve Board), without
notice to Administrative Agent or (B) any holder of, or trustee for the
benefit of the holders of, such Lenders Indebtedness or equity securities, by
notice to Administrative Agent; provided, however, that no such holder or
trustee, whether because of such grant or assignment or any foreclosure thereon
(unless such foreclosure is made through an assignment in accordance with
clause (b) above), shall be entitled to any rights of such Lender
hereunder and no such Lender shall be relieved of any of its obligations
hereunder.  (f)Participants
and SPVs.  In addition
to the other rights provided in this Section 9.9, each Lender may, (x) with
notice to Administrative Agent, grant to an SPV the option to make all or any
part of any Loan that such Lender would otherwise be required to make hereunder
(and the exercise of such option by such SPV and the making of Loans pursuant
thereto shall satisfy the obligation of such Lender to make such Loans
hereunder) and such SPV may assign to such Lender the right to receive payment
with respect to any Obligation and (y) without notice to or consent from
Administrative Agent or the Borrowers, sell participations to one or more
Persons in or to all or a portion of its rights and obligations under the Loan
Documents (including all its rights and obligations with respect to the
Revolving Loans and Letters of Credit); provided, however, that, whether as a
result of any term of any Loan Document or of such grant or participation, (i) no
such SPV or participant shall have a commitment, or be deemed to have made an offer
to commit, to make Loans hereunder, and, except as provided in the applicable
option agreement, none shall be liable for any obligation of such Lender
hereunder, (ii) such Lenders rights and obligations, and the rights and
obligations of the Credit Parties and the Secured Parties towards such Lender,
under any Loan Document shall remain unchanged and each other party hereto
shall continue to deal solely with such Lender, which shall remain the holder
of the Obligations in the Register, except that (A) each such participant
and SPV shall be entitled to the benefit of Article X, but, with
respect to Section 10.1, only to the extent such participant or SPV
delivers the tax forms such Lender is required to collect pursuant to subsection
10.1(f) and then only to the extent of any amount to which such Lender
would be entitled in the absence of any such grant or participation and (B) each
such SPV may receive other payments that would otherwise be made to such Lender
with respect to Loans funded by such SPV to the extent provided in the
applicable option agreement and set forth in a notice provided to
Administrative Agent by such SPV and such Lender, provided, however, that in no
case (including pursuant to clause (A) or (B) above)
shall an SPV or participant have the right to enforce any of the terms of any
Loan Document, and (iii) the consent of such SPV or participant shall not
be required (either directly, as a restraint on such Lenders ability to
consent hereunder or otherwise) for any amendments, waivers or consents with
respect to any Loan Document or to exercise or refrain from exercising any
powers or rights such Lender may have under or in respect of the Loan Documents
(including the right to enforce or direct enforcement of the Obligations),
except for those described in clauses (ii) and (iii) of
subsection 9.1(a) with respect to amounts, or dates fixed for
payment of amounts, to which such participant or SPV would otherwise be
entitled and, in the case of participants, except for those described in clause
(vi) of subsection 9.1(a). 
No party  96


hereto
shall institute (and each Borrower shall cause each other Credit Party not to
institute) against any SPV grantee of an option pursuant to this clause (f) any
bankruptcy, reorganization, insolvency, liquidation or similar proceeding,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper of such SPV; provided, however, that each Lender
having designated an SPV as such agrees to indemnify each Indemnitee against
any Liability that may be incurred by, or asserted against, such Indemnitee as
a result of failing to institute such proceeding (including a failure to get
reimbursed by such SPV for any such Liability). 
The agreement in the preceding sentence shall survive the termination of
the Commitments and the payment in full of the Obligations.  9.10Non-Public
Information; Confidentiality.  (a)Non-Public
Information. 
Administrative Agent, each Lender and L/C Issuer acknowledges and agrees
that it may receive material non-public information (MNPI) hereunder
concerning the Credit Parties and their Affiliates and agrees to use such
information in compliance with all relevant policies, procedures and applicable
Requirements of Laws (including United States federal and state security laws
and regulations).  (b)Confidential
Information.  Each
Lender, L/C Issuer and each Agent agrees to use all reasonable efforts to
maintain, in accordance with its customary practices, the confidentiality of
information obtained by it pursuant to any Loan Document and designated in
writing by any Credit Party as confidential, except that such information may
be disclosed (i) with the Borrower Representatives consent, (ii) to
Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to
any Person that any L/C Issuer causes to issue Letters of Credit hereunder,
that are advised of the confidential nature of such information, are instructed
to keep such information confidential in accordance with the terms hereof and
such Person agrees to be bound by the confidentiality provisions set forth
herein, (iii) to the extent such information presently is or hereafter
becomes (A) publicly available other than as a result of a breach of this Section 9.10
or (B) available to such Lender, L/C Issuer or Agent or any of their
Related Persons, as the case may be, from a source (other than any Credit
Party) not known by them to be subject to disclosure restrictions, (iv) to
the extent disclosure is required by applicable Requirements of Law or other
legal process or requested or demanded by any Governmental Authority, (v) to
the extent necessary or customary for inclusion in league table measurements, (vi) (A) to
the National Association of Insurance Commissioners or any similar
organization, any examiner or any nationally recognized rating agency or (B) otherwise
to the extent consisting of general portfolio information that does not
identify Credit Parties, (vii) to current or prospective assignees, SPVs
(including the investors or prospective investors therein) or participants,
direct or contractual counterparties to any Secured Rate Contracts and to their
respective Related Persons, in each case to the extent such assignees, investors,
participants, counterparties or Related Persons agree to be bound by provisions
substantially similar to the provisions of this Section 9.10 (and
such Person may disclose information to their respective Related Persons in
accordance with clause (ii) above), (viii) to any other party
hereto, and (ix) in  97


connection
with the exercise or enforcement of any right or remedy under any Loan
Document, in connection with any litigation or other proceeding to which such
Lender, L/C Issuer or Agent or any of their Related Persons is a party or
bound, or to the extent necessary to respond to public statements or
disclosures by Credit Parties or their Related Persons referring to a Lender,
L/C Issuer or Agent or any of their Related Persons.  In the event of any conflict between the
terms of this Section 9.10 and those of any other Contractual Obligation
entered into with any Credit Party (whether or not a Loan Document), the terms
of this Section 9.10 shall govern.  (c)Tombstones.  Each Credit Party consents to the publication
by any Agent or any Lender of advertising material relating to the financing
transactions contemplated by this Agreement using any Credit Partys name,
product photographs, logo or trademark. 
Such Agent or such Lender shall provide a draft of any advertising
material to Borrower Representative for review and comment prior to the
publication thereof.  (d)Press Release
and Related Matters.  No Credit
Party shall, and no Credit Party shall permit any of its Affiliates to, issue
any press release or other public disclosure (other than any document filed
with any Governmental Authority relating to a public offering of securities of
any Credit Party) using the name, logo or otherwise referring to GE Capital or
of any of its Affiliates, the Loan Documents or any transaction contemplated
therein to which Administrative Agent is party without the prior consent of GE
Capital except to the extent required to do so under applicable Requirements of
Law and then, only after consulting with GE Capital.  (e)Distribution of
Materials to Lenders and L/C Issuers.  The Credit Parties acknowledge and agree that
the Loan Documents and all reports, notices, communications and other
information or materials provided or delivered by, or on behalf of, the Credit
Parties hereunder (collectively, the Borrower Materials) may be disseminated
by, or on behalf of, Administrative Agent, and made available, to the Lenders
and the L/C Issuers by posting such Borrower Materials on an E-System.  The Credit Parties authorize Administrative
Agent to download copies of their logos from its website and post copies
thereof on an E-System.  (f)Material
Non-Public Information.  The
Credit Parties hereby agree that if either they, any parent company or any
Subsidiary of the Credit Parties has publicly traded equity or debt securities
in the U.S., they shall (and shall cause such parent company or Subsidiary, as
the case may be, to) (i) identify in writing, and (ii) to the extent
reasonably practicable, clearly and conspicuously mark such Borrower Materials
that contain only information that is publicly available or that is not
material for purposes of U.S. federal and state securities laws as PUBLIC.  The Credit Parties agree that by identifying
such Borrower Materials as PUBLIC or publicly filing such Borrower Materials
with the Securities and Exchange Commission, then Administrative Agent, the
Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials
as not containing any MNPI for purposes of U.S. federal and state securities
laws.  The Credit Parties further
represent, warrant, acknowledge and agree that the following  98


documents
and materials shall be deemed to be PUBLIC, whether or not so marked, and do
not contain any MNPI:  (A) the Loan
Documents, including the schedules and exhibits attached thereto, and (B) administrative
materials of a customary nature prepared by the Credit Parties or
Administrative Agent (including, Notices of Borrowing, Notices of
Conversion/Continuation, L/C Requests, Swingline requests and any similar
requests or notices posted on or through an E-System).  Before distribution of any Borrower Materials,
the Credit Parties agree to execute and deliver to Administrative Agent a
letter authorizing distribution of the evaluation materials to prospective
Lenders and their employees willing to receive MNPI, and a separate letter
authorizing distribution of evaluation materials that do not contain MNPI and
represent that no MNPI is contained therein.  9.11Set-off;
Sharing of Payments.  (a)Right of Setoff.  Each of Administrative Agent, each Lender,
each L/C Issuer and each Affiliate (including each branch office thereof) of
any of them is hereby authorized, without notice or demand (each of which is
hereby waived by each Credit Party), at any time and from time to time during
the continuance of any Event of Default and to the fullest extent permitted by
applicable Requirements of Law, to set off and apply any and all deposits
(whether general or special, time or demand, provisional or final) at any time
held and other Indebtedness, claims or other obligations at any time owing by
Administrative Agent, such Lender, such L/C Issuer or any of their respective
Affiliates to or for the credit or the account of the Borrowers or any other
Credit Party against any Obligation of any Credit Party now or hereafter
existing, whether or not any demand was made under any Loan Document with
respect to such Obligation and even though such Obligation may be
unmatured.  Each of Administrative Agent,
each Lender and each L/C Issuer agrees promptly to notify the Borrower
Representative and Administrative Agent after any such setoff and application
made by such Lender or its Affiliates; provided, however, that the failure to
give such notice shall not affect the validity of such setoff and
application.  The rights under this Section 9.11
are in addition to any other rights and remedies (including other rights of setoff)
that Administrative Agent, the Lenders, the L/C Issuer, their Affiliates and
the other Secured Parties, may have.  (b)Sharing of
Payments, Etc.  If any
Lender (other than any L/C Issuer, solely in its capacity as L/C Issuer),
directly or through an Affiliate or branch office thereof, obtains any payment
of any Obligation of any Credit Party (whether voluntary, involuntary or
through the exercise of any right of setoff or the receipt of any Collateral or
proceeds (as defined under the applicable UCC or the applicable PPSA in the
case of Canadian Collateral) of Collateral) other than pursuant to Section 9.9
or Article X and such payment exceeds the amount such Lender would
have been entitled to receive if all payments had gone to, and been distributed
by, Administrative Agent in accordance with the provisions of the Loan
Documents, such Lender shall purchase for cash from other Lenders such
participations in their Obligations as necessary for such Lender to share such
excess payment with such Lenders to ensure such payment is applied as though it
had been received by Administrative Agent and applied in  99


accordance
with this Agreement (or, if such application would then be at the discretion of
the Borrowers, applied to repay the Obligations in accordance herewith);
provided, however, that (a) if such payment is rescinded or otherwise
recovered from such Lender in whole or in part, such purchase shall be
rescinded and the purchase price therefor shall be returned to such Lender
without interest and (b) such Lender shall, to the fullest extent
permitted by applicable Requirements of Law, be able to exercise all its rights
of payment (including the right of setoff) with respect to such participation
as fully as if such Lender were the direct creditor of the applicable Credit
Party in the amount of such participation. 
If a Non-Funding Lender receives any such payment as described in the
previous sentence, such Lender shall turn over such payments to Administrative
Agent in an amount that would satisfy the cash collateral requirements set
forth in subsection 1.11(b).  9.12Counterparts;
Facsimile Signature.  This
Agreement may be executed in any number of counterparts and by different
parties in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.  Signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart.  Delivery of an executed
signature page of this Agreement by facsimile transmission or Electronic
Transmission shall be as effective as delivery of a manually executed
counterpart hereof.  9.13Severability.  The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.  9.14Captions.  The captions and headings of this Agreement
are for convenience of reference only and shall not affect the interpretation
of this Agreement.  9.15Independence of
Provisions.  The parties
hereto acknowledge that this Agreement and the other Loan Documents may use
several different limitations, tests or measurements to regulate the same or
similar matters, and that such limitations, tests and measurements are
cumulative and must each be performed, except as expressly stated to the
contrary in this Agreement.  9.16Interpretation.  This Agreement is the result of negotiations
among and has been reviewed by counsel to Credit Parties, Administrative Agent,
each Lender and other parties hereto, and is the product of all parties hereto.  Accordingly, this Agreement and the other
Loan Documents shall not be construed against the Lenders or Administrative
Agent merely because of Administrative Agents or Lenders involvement in the
preparation of such documents and agreements. 
Without limiting the generality of the foregoing, each of the parties
hereto has had the advice of counsel with respect to Sections 9.18 and 9.19.  9.17No Third
Parties Benefited.This Agreement is made and entered into
for the sole protection and legal benefit of the Borrowers, the Lenders, the
L/C Issuers party  100


hereto, the Agents and,
subject to the provisions of Section 8.11, each other Secured
Party, and their permitted successors and assigns, and no other Person shall be
a direct or indirect legal beneficiary of, or have any direct or indirect cause
of action or claim in connection with, this Agreement or any of the other Loan
Documents.  No Agent nor any Lender shall
have any obligation to any Person not a party to this Agreement or the other
Loan Documents.  9.18Governing Law
and Jurisdiction.  (a)Governing Law.  The laws of the State of New York shall
govern all matters arising out of, in connection with or relating to this
Agreement, including, without limitation, its validity, interpretation,
construction, performance and enforcement.  (b)Submission to
Jurisdiction.  Any legal
action or proceeding with respect to any Loan Document shall be brought
exclusively in the courts of the State of New York located in the City of New
York, Borough of Manhattan, or of the United States of America for the Southern
District of New York and, by execution and delivery of this Agreement, each
Borrower and each other Credit Party executing this Agreement hereby accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts; provided that nothing in this Agreement
shall limit the right of Administrative Agent to commence any proceeding in the
federal or state courts of any other jurisdiction to the extent Administrative
Agent determines that such action is necessary or appropriate to exercise its
rights or remedies under the Loan Documents. 
The parties hereto (and, to the extent set forth in any other Loan
Document, each other Credit Party) hereby irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of forum
non conveniens, that any of them may now or hereafter have to the bringing of
any such action or proceeding in such jurisdictions.  (c)Service of
Process.  Each Credit Party hereby
irrevocably waives personal service of any and all legal process, summons,
notices and other documents and other service of process of any kind and
consents to such service in any suit, action or proceeding brought in the
United States of America or Canada with respect to or otherwise arising out of
or in connection with any Loan Document by any means permitted by applicable
Requirements of Law, including by the mailing thereof (by registered or
certified mail, postage prepaid) to the address of the Borrowers specified
herein (and shall be effective when such mailing shall be effective, as
provided therein).  Each Credit Party
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.  (d)Non-Exclusive
Jurisdiction.  Nothing
contained in this Section 9.18 shall affect the right of
Administrative Agent or any Lender to serve process in any other manner
permitted by applicable Requirements of Law or commence legal proceedings or
otherwise proceed against any Credit Party in any other jurisdiction.  101


9.19Waiver of Jury
Trial.  THE PARTIES HERETO, TO THE
EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED
HEREBY AND THEREBY.  THIS WAIVER APPLIES
TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE.  9.20Entire
Agreement; Release; Survival.  (a)THE LOAN
DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND ANY
PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR
AGREEMENTS INVOLVING ANY CREDIT PARTY AND ANY LENDER OR ANY L/C ISSUER OR ANY
OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR
FORM, PURPOSE OR EFFECT OTHER THAN THE FEE LETTER.  IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS
AGREEMENT SHALL GOVERN (UNLESS SUCH TERMS OF SUCH OTHER LOAN DOCUMENTS ARE
NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH
TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH).  (b)Execution of
this Agreement by the Credit Parties constitutes a full, complete and irrevocable
release of any and all claims which each Credit Party may have at law or in
equity in respect of all prior discussions and understandings, oral or written,
relating to the subject matter of this Agreement and the other Loan Documents.  In no event shall any Indemnitee be liable on
any theory of liability for any special, indirect, consequential or punitive
damages (including any loss of profits, business or anticipated savings).  Each of each Borrower and each other Credit
Party signatory hereto hereby waives, releases and agrees (and shall cause each
other Credit Party to waive, release and agree) not to sue upon any such claim
for any special, indirect, consequential or punitive damages, whether or not
accrued and whether or not known or suspected to exist in its favor.  (c)(i) Any
indemnification or other protection provided to any Indemnitee pursuant to this
Section 9.20, Sections 9.5 (Costs and Expenses) and 9.6
(Indemnity) and Articles VIII (Administrative Agent) and X
(Taxes, Yield Protection and Illegality), and (ii) the provisions of Section 8.1
of the US Revolving Guaranty and Security Agreement, in each case, shall (x) survive
the termination of the Commitments and the payment in full of all other
Obligations and (y) with respect to clause (i) above, inure to
the benefit of any Person that at any time held a right thereunder (as an
Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.  102


9.21Patriot Act.  Each Lender that is subject to the Patriot
Act hereby notifies the Credit Parties that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies each Credit Party, which information includes the name and address
of each Credit Party and other information that will allow such Lender to
identify each Credit Party in accordance with the Patriot Act.  9.22Replacement of
Lender.  Within forty-five days
after:  (i) receipt by the Borrower
Representative of written notice and demand from any Lender that is not
Administrative Agent or an Affiliate of Administrative Agent (an Affected
Lender) for payment of additional costs as provided in Sections 10.1, 10.3
and/or 10.6; or (ii) any failure by any Lender (other than
Administrative Agent) to consent to a requested amendment, waiver or
modification to any Loan Document in which Required Lenders have already
consented to such amendment, waiver or modification but the consent of each
Lender (or each Lender directly affected thereby, as applicable) is required
with respect thereto, the Borrowers may, at their option, notify Administrative
Agent and such Affected Lender or such non-consenting Lender, as the case may
be, of the Borrowers intention to obtain, at the Borrowers expense, a
replacement Lender (Replacement Lender) for such Affected Lender or such
non-consenting Lender, as the case may be, which Replacement Lender shall be
reasonably satisfactory to Administrative Agent.  In the event the Borrowers obtain a
Replacement Lender within sixty (60) days following notice of its intention to
do so, the Affected Lender or non-consenting Lender, as the case may be, shall
sell and assign its Loans and Commitments to such Replacement Lender, at par,
provided that the Borrowers have reimbursed such Affected Lender for its
increased costs for which it is entitled to reimbursement under this Agreement
through the date of such sale and assignment. 
In the event that a replaced Lender does not execute an Assignment
pursuant to Section 9.9 within five (5) Business Days after
receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22
and presentation to such replaced Lender of an Assignment evidencing an
assignment pursuant to this Section 9.22, the Borrowers shall be
entitled (but not obligated) to execute such an Assignment on behalf of such
replaced Lender, and any such Assignment so executed by the Borrowers, the
Replacement Lender and Administrative Agent, shall be effective for purposes of
this Section 9.22 and Section 9.9.  Notwithstanding the foregoing, with respect
to a Lender that is a Non-Funding Lender, the Borrowers or Administrative Agent
may obtain a Replacement Lender and execute an Assignment on behalf of such
Non-Funding Lender at any time and without prior notice to such Non-Funding
Lender and cause its Loans and Commitments to be sold and assigned at par.  Upon any such assignment and payment and
compliance with the other provisions of Section 9.9, such replaced
Lender shall no longer constitute a Lender for purposes hereof; provided, any
rights of such replaced Lender to indemnification hereunder shall survive.  9.23[Reserved].  9.24Creditor-Debtor
Relationship.  The
relationship between Administrative Agent, each Lender and the L/C Issuer, on
the one hand, and the Credit Parties, on the other hand, is solely that of
creditor and debtor.  No Secured Party
has any fiduciary relationship or duty to any Credit Party arising out of or in
connection with, and there is  103


no
agency, tenancy or joint venture relationship between the Secured Parties and
the Credit Parties by virtue of, any Loan Document or any transaction
contemplated therein.  9.25Judgment Currency. 
If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document in one currency into
another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures Administrative Agent could purchase
the first currency with such other currency on the Business Day preceding that
on which final judgment is given.  The
obligation of each Borrower in respect of any such sum due from it to Administrative
Agent or any Lender hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the Judgment Currency)
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the Agreement Currency), be discharged
only to the extent that on the Business Day following receipt by Administrative
Agent or such Lender, as the case may be, of any sum adjudged to be so due in
the Judgment Currency, Administrative Agent or such Lender, as the case may be,
may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency.  If
the amount of the Agreement Currency so purchased is less than the sum
originally due to Administrative Agent or any Lender from any Borrower in the Agreement
Currency, such Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify Administrative Agent or such Lender, as the
case may be, against such loss.  If the
amount of the Agreement Currency so purchased is greater than the sum
originally due to Administrative Agent or any Lender in such currency,
Administrative Agent or such Lender, as the case may be, agrees to return the
amount of any excess to such Borrower (or to any other Person who may be
entitled thereto under applicable law).  9.26Actions in Concert. 
Notwithstanding anything contained herein to the contrary, each Lender
hereby agrees with each other Lender that no Lender shall take any action to
protect or enforce its rights against any Credit Party arising out of this
Agreement or any other Loan Document (including exercising any rights of
setoff) without first obtaining the prior written consent of Administrative
Agent or Required Lenders, it being the intent of Lenders that any such action
to protect or enforce rights under this Agreement and the other Loan Documents
shall be taken in concert and at the direction or with the consent of
Administrative Agent or Required Lenders.  ARTICLE X.
TAXES, YIELD PROTECTION AND ILLEGALITY  10.1Taxes.  (a)Except as
otherwise provided in this Section 10.1, each payment by any Credit
Party under any Loan Document shall be made free and clear of all present or
future taxes, levies, imposts, deductions, charges or withholdings imposed by
any Governmental Authority and all liabilities with respect thereto (and
without deduction for any of them) (collectively, but excluding the taxes set
forth in clauses (i) and (ii) below, the Taxes) other
than for (i) taxes measured by overall net income or capital (however  104


denominated,
including branch profits taxes) and franchise taxes imposed in lieu of net
income taxes, in each case imposed on any Secured Party by the jurisdiction (or
any political subdivision thereof) in which such Secured Party is organized,
carries on business in, maintains its principal office or applicable Lending
Office, or (ii) taxes that are directly attributable to the failure (other
than as a result of a change in any Requirement of Law) by Administrative Agent
or any Lender to deliver the documentation required to be delivered pursuant to
clause (f) below.  (b)If any Taxes
shall be required by law to be deducted from or in respect of any amount
payable by any Credit Party under any Loan Document to any Secured Party (i) such
amount shall be increased as necessary to ensure that, after all required
deductions for Taxes are made (including deductions applicable to any increases
to any amount under this Section 10.1), such Secured Party receives
the amount it would have received had no such deductions been made, (ii) the
relevant Credit Party shall make such deductions, (iii) the relevant
Credit Party shall timely pay the full amount deducted to the relevant taxing
authority or other authority in accordance with applicable Requirements of Law
and (iv) within 30 days after such payment is made, the relevant Credit
Party shall deliver to Administrative Agent an original or certified copy of a
receipt evidencing such payment or other evidence of payment reasonably
satisfactory to Administrative Agent; provided, however, that no such increase
shall be made with respect to, and no Credit Party shall be required to
indemnify any Secured Party pursuant to clause (d) below for, (x) withholding
taxes to the extent that the obligation to withhold amounts existed on the date
that such Person became a Secured Party under this Agreement in the capacity
under which such Person makes a claim under this clause (b), designates
a new Lending Office or experiences a change in circumstances (other than a
change in a Requirement of Law), except in each case to the extent such Person
is a direct or indirect assignee (other than pursuant to Section 9.22)
of any other Secured Party that was entitled, at the time the assignment to such
Person became effective, or such Secured Party was entitled at the time of
designation of a new Lending Office or change in circumstances, to receive
additional amounts under this clause (b), or (y) any United States
backup withholding tax required by the Code to be withheld from amounts payable
to a Secured Party that is subject to backup withholding due to (A) notified
payee underreporting of reportable interest or dividend payments or other
reportable payments or (B) the IRS notifying Administrative Agent or
Borrower that the furnished taxpayer identification number is incorrect.  (c)In addition,
the Applicable Borrower agrees to pay, and authorize Administrative Agent to
pay in their name, any stamp, documentary, excise or property tax, charges or similar
levies imposed by any applicable Requirement of Law or Governmental Authority
and all Liabilities with respect thereto (including by reason of any delay in
payment thereof), in each case arising from the execution, delivery or
registration of, or otherwise with respect to, any Loan Document or any
transaction contemplated therein (collectively, Other Taxes).  The Swingline Lender may, without any need
for notice, demand or consent from the Applicable Borrower or the Borrower
Representative, by making funds available to Administrative Agent in the amount
equal  105


to
any such payment, make a Swing Loan to the Applicable Borrower in such amount,
the proceeds of which shall be used by Administrative Agent in whole to make
such payment.  Within 30 days after the
date of any payment of Other Taxes by any Credit Party, the Applicable Borrower
shall furnish to Administrative Agent, at its address referred to in Section 9.2,
the original or a certified copy of a receipt evidencing payment thereof or
other evidence of payment reasonably satisfactory to Administrative Agent.  (d)The Applicable
Borrower shall reimburse and indemnify, within 30 days after receipt of demand
therefor (with copy to Administrative Agent), each Secured Party for all Taxes
and Other Taxes (including any Taxes and Other Taxes imposed by any
jurisdiction on amounts payable under this Section 10.1) paid by
such Secured Party and any Liabilities arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted.  A certificate of the Secured
Party (or of Administrative Agent on behalf of such Secured Party) claiming any
compensation under this clause (d), setting forth the amounts to be paid
thereunder and delivered to the Borrower Representative with copy to
Administrative Agent, shall be conclusive, binding and final for all purposes,
absent manifest error.  In determining
such amount, Administrative Agent and such Secured Party may use any reasonable
averaging and attribution methods.  (e)Any Lender
claiming any additional amounts payable pursuant to this Section 10.1
shall use its commercially reasonable efforts (consistent with its internal
policies and Requirements of Law) to change the jurisdiction of its Lending
Office if such a change would reduce any such additional amounts (or any
similar amount that may thereafter accrue) and would not, in the sole
determination of such Lender, be otherwise disadvantageous to such Lender.  (f)(i)Each Non-U.S.
Lender Party that, at any of the following times, is entitled to an exemption
from United States withholding tax or is subject to such withholding tax at a
reduced rate under an applicable tax treaty, shall (w) on or prior to the
date such Non-U.S. Lender Party becomes a Non-U.S. Lender Party hereunder, (x) on
or prior to the date on which any such form or certification expires or becomes
obsolete, (y) after the occurrence of any event requiring a change in the
most recent form or certification previously delivered by it pursuant to this clause
(i) and (z) from time to time if requested by the Borrower
Representative or Administrative Agent (or, in the case of a participant or
SPV, the relevant Lender), provide Administrative Agent and the Borrower
Representative (or, in the case of a participant or SPV, the relevant Lender)
with two completed and signed originals of each of the following, as
applicable:  (A) Forms W-8ECI
(claiming exemption from U.S. withholding tax because the income is effectively
connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a
reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY
(together with appropriate forms, certifications and supporting statements) or
any successor forms, (B) in the case of a Non-U.S. Lender Party claiming
exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN
(claiming exemption from U.S. withholding tax under the portfolio interest
exemption) or any successor form and a certificate in form and substance
acceptable to Administrative Agent that such Non-U.S.  106


Lender
Party is not (1) a bank within the meaning of Section 881(c)(3)(A) of
the Code, (2) a 10 percent shareholder of the Applicable Borrower within
the meaning of Section 881(c)(3)(B) of the Code or (3) a controlled
foreign corporation described in Section 881(c)(3)(C) of the Code or
(C) any other applicable document prescribed by the IRS certifying as to
the entitlement of such Non-U.S. Lender Party to such exemption from United
States withholding tax or reduced rate with respect to all payments to be made
to such Non-U.S. Lender Party under the Loan Documents.  Unless the Borrower Representative and
Administrative Agent have received forms or other documents satisfactory to
them indicating that payments under any Loan Document to or for a Non-U.S.
Lender Party are not subject to United States withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the Credit Parties and
Administrative Agent shall withhold amounts required to be withheld by
applicable Requirements of Law from such payments at the applicable statutory
rate.  (ii)Each U.S.
Lender Party (other than a U.S. Lender Party that is an exempt recipient under
Treasury Regulation § 1.6049-4(c)(1)(ii)) shall (A) on or prior to
the date such U.S. Lender Party becomes a U.S. Lender Party hereunder, (B) on
or prior to the date on which any such form or certification expires or becomes
obsolete, (C) after the occurrence of any event requiring a change in the
most recent form or certification previously delivered by it pursuant to this clause
(f) and (D) from time to time if requested by the Borrower
Representative or Administrative Agent (or, in the case of a participant or
SPV, the relevant Lender), provide Administrative Agent and the Borrower
Representative (or, in the case of a participant or SPV, the relevant Lender)
with two completed originals of Form W-9 (certifying that such U.S. Lender
Party is entitled to an exemption from U.S. backup withholding tax) or any
successor form.  (iii)Each Lender
having sold a participation in any of its Obligations or identified an SPV as
such to Administrative Agent shall collect from such participant or SPV the
documents described in this clause (f) and provide them to
Administrative Agent.  10.2Illegality.  If after the date hereof (a) any Lender
shall determine that the introduction of any Requirement of Law, or any change
in any Requirement of Law or in the interpretation or administration thereof,
has made it unlawful, or that any central bank or other Governmental Authority
has asserted that it is unlawful, for any Lender or its Lending Office to make
or maintain LIBOR Rate Loans or (b) any Lender determines in good faith
(which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) that (i) it has become impracticable as a
result of a circumstance that adversely affects the London interbank market or
the position of such Lender in such market to make or maintain LIBOR Rate
Loans, then, in each case, on notice thereof by such Lender to the Borrowers
through Administrative Agent, the obligation of that Lender to make LIBOR Rate
Loans shall be suspended until such Lender shall have notified Administrative
Agent and the Borrower Representative that the circumstances giving rise to
such determination no longer exists.  107


(a)Subject to clause
(c) below, if any Lender shall determine that it is unlawful to
maintain any LIBOR Rate Loan, the Applicable Borrower shall prepay in full all
LIBOR Rate Loans of such Lender then outstanding, together with interest
accrued thereon, either on the last day of the Interest Period thereof if such
Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such LIBOR
Rate Loans, together with any amounts required to be paid in connection
therewith pursuant to Section 10.4.  (b)If the
obligation of any Lender to make or maintain LIBOR Rate Loans has been
terminated, the Borrower Representative may elect, by giving notice to such
Lender through Administrative Agent that all Loans which would otherwise be
made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans or
Canadian Index Rate Loans, as applicable.  (c)Any Lender claiming any additional
amounts payable pursuant to this Section 10.2 shall use its reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its applicable lending office if
the making of such a change would avoid the need for, or reduce the amount of,
any such additional amounts that would be payable or may thereafter accrue and
would not, in the sole determination of such Lender, be illegal or otherwise
disadvantageous to such Lender.  10.3Increased Costs
and Reduction of Return.  (a)If any Lender
or L/C Issuer shall reasonably determine that either (i) the introduction
of, or any change in, or in the interpretation of, any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), in the case of
either clause (i) or (ii) subsequent to the date
hereof, (A) shall impose, modify or deem applicable any reserve, special
deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended or
participated in by, any Lender (except any reserve requirement pursuant to Section 10.6)
or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any
kind whatsoever other than any Excluded Taxes with respect to this Agreement,
any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate
Loan made by it, or change the basis of taxation of payments to such Lender or
such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other
Taxes and Excluded Taxes are covered exclusively by Section 10.1);
or (C) impose on any Lender, any L/C Issuer or the London interbank market
any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans
made by such Lender or any Letter of Credit or participation therein, and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Lender or such L/C Issuer
of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received by such Lender or such L/C Issuer
hereunder (whether of principal,  108


interest
or any other amount), then the applicable Borrower shall be liable for, and
shall from time to time, within thirty (30) days of demand therefor by such
Lender or L/C Issuer (with a copy of such demand to Administrative Agent), pay
to Administrative Agent for the account of such Lender or L/C Issuer,
additional amounts as are sufficient to compensate such Lender or L/C Issuer
for such increased costs; provided, that the applicable Borrower shall not be
required to compensate any Lender or L/C Issuer pursuant to this subsection
10.3(a) for any increased costs incurred more than 180 days prior to
the date that such Lender or L/C Issuer notifies the Borrower Representative,
in writing of the increased costs and of such Lenders or L/C Issuers
intention to claim compensation thereof; provided, further, that if the
circumstance giving rise to such increased costs is retroactive, then the 180-day
period referred to above shall be extended to include the period of retroactive
effect thereof.  (b)If any Lender
or L/C Issuer shall have determined that:  (i)the
introduction of any Capital Adequacy Regulation;  (ii)any change in
any Capital Adequacy Regulation;  (iii)any change in
the interpretation or administration of any Capital Adequacy Regulation by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof; or  (iv)compliance by
such Lender or L/C Issuer (or its Lending Office) or any entity controlling the
Lender or L/C Issuer, with any Capital Adequacy Regulation;  affects the amount of
capital required or expected to be maintained by such Lender or L/C Issuer or
any entity controlling such Lender or L/C Issuer and (taking into consideration
such Lenders or such entities policies with respect to capital adequacy and
such Lenders or L/C Issuers desired return on capital) determines that the
amount of such capital is increased as a consequence of its Commitment(s),
loans, credits or obligations under this Agreement, then, within thirty (30)
days of demand of such Lender or L/C Issuer (with a copy to Administrative
Agent), the Applicable Borrower shall pay to such Lender or L/C Issuer, from
time to time as specified by such Lender or L/C Issuer, additional amounts
sufficient to compensate such Lender or L/C Issuer (or the entity controlling
the Lender or L/C Issuer) for such increase; provided, that the Applicable
Borrower shall not be required to compensate any Lender or L/C Issuer pursuant
to this subsection 10.3(b) for any amounts incurred more than 180
days prior to the date that such Lender or L/C Issuer notifies the Borrower
Representative, in writing of the amounts and of such Lenders or L/C Issuers
intention to claim compensation thereof; provided, further, that if the event
giving rise to such increase is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.  109


10.4Funding Losses.  Each Borrower agrees to reimburse each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of:  (a)the failure of
such Borrower to make any payment or mandatory prepayment of principal of any
LIBOR Rate Loan (including payments made after any acceleration thereof);  (b)the failure of
such Borrower to borrow, continue or convert a Loan after the Borrower
Representative has given (or is deemed to have given) a Notice of Borrowing or
a Notice of Conversion/Continuation;  (c)the failure of
such Borrower to make any prepayment after the Borrower Representative has
given a notice in accordance with Section 1.7;  (d)the prepayment
(including pursuant to Section 1.8) of a LIBOR Rate Loan on a day
which is not the last day of the Interest Period with respect thereto; or  (e)the conversion
pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan
or Canadian Index Rate Loan, as applicable, on a day that is not the last day
of the applicable Interest Period;  including any such loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the
deposits from which such funds were obtained. 
Solely for purposes of calculating amounts payable by the Applicable
Borrower to the Lenders under this Section 10.4 and under subsection
10.3(a):  each LIBOR Rate Loan made
by a Lender (and each related reserve, special deposit or similar requirement)
shall be conclusively deemed to have been funded at the LIBOR used in
determining the interest rate for such LIBOR Rate Loan by a matching deposit or
other borrowing in the interbank Eurodollar market for a comparable amount and
for a comparable period, whether or not such LIBOR Rate Loan is in fact so
funded.  10.5Inability to
Determine Rates.  If
Administrative Agent shall have determined in good faith that for any reason
adequate and reasonable means do not exist for ascertaining the LIBOR for any
requested Interest Period with respect to a proposed LIBOR Rate Loan or that
the LIBOR applicable pursuant to subsection 1.3(a) for any
requested Interest Period with respect to a proposed LIBOR Rate Loan does not
adequately and fairly reflect the cost to the Lenders of funding or maintaining
such Loan, Administrative Agent will forthwith give notice of such
determination to the Borrower Representative and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain LIBOR Rate Loans hereunder shall be suspended until
Administrative Agent revokes such notice in writing.  Upon receipt of such notice, the Borrower
Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation
then submitted by it.  If the Borrower
Representative does not revoke such notice, the Lenders shall make, convert or
continue the Loans, as proposed by the Borrower Representative,  110


in
the amount specified in the applicable notice submitted by the Borrower
Representative, but such Loans shall be made, converted or continued as Base
Rate Loans or Canadian Index Rate Loans, as applicable.  10.6Reserves on
LIBOR Rate Loans.  The
Applicable Borrower shall pay to each Lender, as long as such Lender shall be
required under regulations of the Federal Reserve Board to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as Eurocurrency liabilities), additional
costs on the unpaid principal amount of each LIBOR Rate Loan equal to actual
costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive absent
manifest error), payable on each date on which interest is payable on such Loan
provided the Borrower Representative shall have received at least fifteen (15)
days prior written notice (with a copy to Administrative Agent) of such additional
interest from the Lender.  If a Lender
fails to give notice fifteen (15) days prior to the relevant Interest Payment
Date, such additional interest shall be payable fifteen (15) days from receipt
of such notice.  10.7Certificates of
Lenders.  Any Lender claiming
reimbursement or compensation pursuant to this Article X shall
deliver to the Borrower Representative (with a copy to Administrative Agent) a
certificate setting forth in reasonable detail the amount payable to such
Lender hereunder and such certificate shall be conclusive and binding on the
Borrowers in the absence of manifest error.  ARTICLE XI. DEFINITIONS  11.1Defined Terms.  The following terms are defined in the
Sections or subsections referenced opposite such terms:  Accession Agreement
  
  1.15(a)Affected Lender
  
  9.22Administrative Agent Report
  
  8.5(c)Aggregate Excess Funding Amount
  
  1.1(b)Agreement
  
  PreambleAgreement Currency
  
  9.25Borrower and Borrowers
  
  PreambleBorrower Materials
  
  9.10(e)Borrower Representative
  
  1.12Canadian Borrower
  
  PreambleCanadian L/C Sublimit
  
  1.1(b)Canadian Letter of Credit
  
  1.1(b)Canadian Overadvance
  
  1.1(a)Canadian Revolving Loan
  
  1.1(a)Canadian Swing Loan
  
  1.1(c)Cash Dominion Grace Period
  
  Definition of Cash Dominion PeriodCo-Collateral Agent Discretionary Matters
  
  8.13Domestic Letter of Credit
  
  1.1(b)  111


Domestic Overadvance
  
  1.1(a)Domestic Revolving Loan
  
  1.1(a)Domestic Swing Loan
  
  1.1(c)Eligible Accounts
  
  1.13Eligible Inventory
  
  1.14Event of Default
  
  7.1Fee Letter
  
  1.9(a)Financial Covenant Trigger Event
  
  6.1GE Capital
  
  PreambleGGC
  
  PreambleIncrease Effective Date
  
  1.15(a)Increasing Lenders
  
  1.15(a)Incremental Facility
  
  1.15(a)Indemnified Matters
  
  9.6Indemnitee
  
  9.6Initial Borrowings
  
  1.15(a)Intercompany Notes
  
  5.1(b)Investments
  
  5.4Judgment Currency
  
  9.25L/C Reimbursement Agreement
  
  1.1(b)L/C Reimbursement Date
  
  1.1(b)L/C Request
  
  1.1(b)L/C Sublimit
  
  1.1(b)Lender
  
  PreambleLetter of Credit Fee
  
  1.9(c)Letter of Credit Fronting Fee
  
  1.9(d)Maximum Lawful Rate
  
  1.3(d)MNPI
  
  9.10(a)Notice of Conversion/Continuation
  
  1.6(a)OFAC
  
  3.28(a)Overadvance
  
  1.1(a)Other Lender
  
  1.11(e)Other Taxes
  
  10.1(c)Permitted Liens
  
  5.1Register
  
  1.4(b)Restricted Payments
  
  5.11Replacement Lender
  
  9.22Revolving Loan Commitment
  
  1.1(a)Revolving Loan
  
  1.1(a)Sale
  
  9.9(b)SDN List
  
  3.28(a)Settlement Date
  
  1.11(b)Subject Transaction
  
  6.1Subsequent Borrowings
  
  1.15(a)Swingline Request
  
  1.1(c)Swing Loan
  
  1.1(c)  112


Tax Returns
  
  3.10Taxes
  
  10.1(a)Unused Commitment Fee
  
  1.9(b)Wachovia
  
  Preamble  In addition to the terms
defined elsewhere in this Agreement, the following terms have the following
meanings:  2013 Note Documents means
the 2013 Note Indenture, the 2013 Notes and all documents entered into in
connection therewith.  2013 Note Indenture means
the Indenture, dated as of December 3, 2003, among GGC, the various
Subsidiaries of GGC party thereto as guarantors, andU.S. Bank National Association (as
successor to SunTrust Bank), as trustee,governing the 2013 Notes.  2013 Notes means the
7.125% Senior Notes due 2013 issued by GGC and governed by the terms of the
2013 Note Indenture in a maximum aggregate amount of $9,000,000.  2014 Note Documents means
the 2014 Note Indenture, the 2014 Notes and all documents entered into in
connection therewith.  2014 Note Indenture means
the Indenture, dated as of October 3, 2006, among GGC, the various
Subsidiaries of GGC party thereto as guarantors, andWilmington Trust FSB, as trustee,governing the
2014 Notes.  2014 Notes means the 9.5%
Senior Notes due 2014 issued by GGC and governed by the terms of the 2014 Note
Indenture in a maximum aggregate amount of $13,100,000.  2016 Note Documents means
the 2016 Note Indenture, the 2016 Notes and all documents entered into in
connection therewith.  2016 Note Indenture means
the Indenture, dated as of means the Indenture, dated as of October 3,
2006, among GGC, the various Subsidiaries of GGC party thereto as guarantors,
andWilmington Trust
FSB, as trustee,governing the 2016 Notes.  2016 Notes means the
10.75% Senior Subordinated Notes due 2016 issued by GGC and governed by the
terms of the 2016 Note Indenture in a maximum aggregate amount of $41,300,000.  ABL Priority Collateral
means, collectively, (i) the Revolving Collateral (as defined in the
Intercreditor Agreement), (ii) the Canadian Collateral and (iii) the
Additional Pledged Stock (as defined in the US Revolving Guaranty and Security
Agreement).  113


Account means, as at any
date of determination, all accounts (as such term is defined in the UCC and
including without limitation all claims for the purpose of the Civil Code of
Quebec) of the Credit Parties, including, without limitation, the unpaid
portion of the obligation of a customer of a Credit Party in respect of
Inventory purchased by and shipped to such customer and/or the rendition of
services by a Credit Party, as stated on the respective invoice of a Credit
Party, net of any credits, rebates or offsets owed to such customer.  Account Debtor means the
customer of a Credit Party who is obligated on or under an Account.  Acquisition means any
transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or substantially all
of the assets of a Person, or of any business or division of a Person, (b) the
acquisition of in excess of fifty percent (50%) of the Stock and Stock
Equivalents of any Person or otherwise causing any Person to become a
Subsidiary of a Borrower, or (c) a merger or consolidation or any other
combination with another Person.  Administrative Agent means
GE Capital in its capacity as Administrative Agent for the Lenders hereunder,
and any successor Administrative Agent.  Affiliate means, as to any
Person, any other Person which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person.  A Person shall be deemed to control another
Person if the controlling Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, by contract or
otherwise.  Without limitation, any
director, executive officer or beneficial owner of five percent (5%) or more of
the Stock (either directly or through ownership of Stock Equivalents) of a
Person shall for the purposes of this Agreement, be deemed to be an Affiliate
of the other Person.  Notwithstanding the
foregoing, neither Administrative Agent nor any Lender shall be deemed an Affiliate
of any Credit Party or of any Subsidiary of any Credit Party solely by reason
of the provisions of the Loan Documents.  Agents means,
collectively, Administrative Agent and the Co-Collateral Agents.  Aggregate Revolving Loan
Commitment means the combined Revolving Loan Commitments of the Lenders, which
shall initially be in the amount of $300,000,000, as such amount may be
increased or reduced from time to time pursuant to subsection 1.15(b).  Applicable
Borrower means (i) with respect to any Domestic Obligation, GGC and (ii) with
respect to any Canadian Obligation, the Canadian Borrower.  Applicable Designee shall mean any office,
branch or Affiliate of a Lender designated thereby from time to time with the
consent of Administrative Agent (which  114


consent shall not be unreasonably withheld, conditioned or delayed) to
fund all or any portion of such Lenders Commitment to fund Canadian Revolving
Loans (including purchasing participations in Canadian Letters of Credit) under
this Agreement.  As of the Closing Date,
the Applicable Designees of each Lender are set forth on Schedule 1.1(a) (which
schedule may be updated from time to time upon written notice by any Lender to
Administrative Agent).  For all purposes
of this Agreement, any designation of an Applicable Designee by a Lender shall
not affect such Lenders rights and obligations with respect to its Commitment
and the Credit Parties, the other Lenders and Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such
Lenders rights and obligations under this Agreement and the other Loan
Documents, except as otherwise expressly permitted in this Agreement or in the
applicable addendum.  Applicable
Margin means:  (a)for the period
commencing on the Closing Date through the last day of the calendar month
during which financial statements for May 31, 2010 are delivered, with
respect to Revolving Loans and Swing Loans: 
(i) if a Base Rate Loan or Canadian Index Rate Loan, 2.75 percent
(2.75%) per annum and (ii) if a LIBOR Rate Loan, 3.75 percent (3.75%) per
annum; and  (b)thereafter, the
Applicable Margin shall equal the applicable LIBOR margin, Base Rate margin or
Canadian Index Rate margin in effect from time to time determined as set forth
below based upon the applicable Average Excess Availability then in effect
pursuant to the appropriate column under the table below:  Revolving Loans and Swing Loans  Average Excess Availability
  
  LIBOR Margin
  
  Base Rate/Canadian Index Rate MarginLess than or equal to
  $50,000,000
  
  4.00
  %
  3.00
  %Greater than $50,000,000
  and less than or equal to $100,000,000
  
  3.75
  %
  2.75
  %Greater than $100,000,000
  and less than or equal to $150,000,000
  
  3.50
  %
  2.50
  %Greater than $150,000,000
  
  3.25
  %
  2.25
  %  The Applicable Margin shall
be adjusted from time to time upon delivery to Administrative Agent of the
financial statements required to be delivered pursuant to Section 4.1
accompanied by a written calculation of the Average Excess Availability
certified on behalf of the Borrowers by a Responsible Officer of the Borrower
Representative as of the end of the fiscal month for which such financial
statements are delivered.  If such
calculation indicates that the Applicable Margin shall increase or decrease,
then on the first day of the calendar month following the date of delivery of such
financial statements and written calculation the Applicable Margin shall be
adjusted in accordance therewith; provided, however, that if the Borrowers
shall fail to deliver any  115


such financial statements by
the date required pursuant to Section 4.1, then, effective as of
the first day of the calendar month following the end of the fiscal month
during which such financial statements were to have been delivered, and
continuing through the first day of the calendar month following the date (if
ever) when such financial statements and such written calculation are finally
delivered, the Applicable Margin shall be conclusively presumed to equal the
highest Applicable Margin specified in the pricing table set forth above.  Notwithstanding anything herein to the
contrary, (i) Revolving Loans denominated in Dollars shall be either Base
Rate Loans or LIBOR Rate Loans, (ii) Revolving Loans denominated in
Canadian Dollars shall be either LIBOR Rate Loans or Canadian Index Rate Loans,
(iii) Swing Loans denominated in Dollars shall be Base Rate Loans and (iv) Swing
Loans denominated in Canadian Dollars shall be Canadian Index Rate Loans  In the event that any
Borrowing Base Certificate delivered pursuant to Sections 4.2 is
inaccurate, and such inaccuracy, if corrected, would have led to the imposition
of a higher Applicable Margin for any period than the Applicable Margin applied
for that period, then (i) the Borrower Representative shall immediately
deliver to Administrative Agent a corrected Borrowing Base Certificate for that
period, (ii) the Applicable Margin shall be determined based on the
corrected Borrowing Base Certificate for that period, and (iii) the
Applicable Borrower shall immediately pay to Administrative Agent (for the
account of the Lenders during that period or their successors and assigns) the
accrued additional interest owing as a result of such increased Applicable
Margin for that period.  This paragraph
shall not limit the rights of Administrative Agent or the Lenders with respect
to subsection 1.3(c) and Article VII hereof, and shall
survive the termination of this Agreement until the payment in full in cash of
the aggregate outstanding principal balance of the Loans.  Approved Fund means, with
respect to any Lender, any Person (other than a natural Person) that (a) (i) is
or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the Ordinary Course of
Business or (ii) temporarily warehouses loans for any Lender or any Person
described in clause (i) above, (b) is advised or managed by (i) such
Lender, (ii) any Affiliate of such Lender or (iii) any Person (other
than an individual) or any Affiliate of any Person (other than an individual)
that administers or manages such Lender and (c) has the ability to perform
its obligations hereunder.  Aromatics Asset Sale means
the sale, transfer or other disposition (including, without limitation, through
the establishment of one or more joint ventures) of all or any part of GGCs Aromatics
division including, without limitation, certain equipment and customer
contracts associated with GGCs phenol production plant located in Placquemine,
Louisiana, and certain property, plants, equipment and customer contracts
associated with GGCs cumene production facility and phenol production
facility, each located in Pasadena, Texas.  Arrangers. means GE
Capital Markets, Inc. and Wachovia Capital Finance Corporation (New
England).  116


Assignment means an
assignment agreement entered into by a Lender, as assignor, and any Person, as
assignee, pursuant to the terms and provisions of Section 9.9 (with
the consent of any party whose consent is required by Section 9.9),
accepted by Administrative Agent, in substantially in the form of Exhibit 11.1(a) or
any other form approved by Administrative Agent.  Attorney Costs means and
includes all reasonable fees and disbursements of any law firm or other
external counsel.  Availability Block means
$15,000,000.  Average Excess Availability
means, as of any date of determination, the average daily Excess Availability
for the preceding calendar month.  BA Rate
means for a particular period the rate per annum determined by Agent by
reference to the average rate quoted on the Reuters Monitor Screen (Page CDOR,
or such other Page as may replace such Page on such Screen on the
purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers
acceptances) applicable to Canadian Dollars bankers acceptances with a term
comparable to such period as of 10:00 a.m. (Toronto time) two  (2) Business Days before the first day
of such period.  If for any reason the
Reuters Monitor Screen rates are not available, BA Rate means the rate of
interest determined by Administrative Agent that is equal to the arithmetic
mean (rounded upwards to the nearest basis point) of the rates quoted by The
Bank of Nova Scotia, Royal Bank of Canada and Canadian Imperial Bank of
Commerce in respect of Canadian Dollar bankers acceptances with a term
comparable to such period.  No adjustment
shall be made to account for the difference between the number of days in a
year on which the rates referred to in this definition are based and the number
of days in a year on the basis of which interest is calculated in the
Agreement.  Bank Product Amount has the meaning given
to such term in the definition of Bank Products.  Bank Product Provider means any Person
that, at the time it provides any Bank Products to Credit Parties, is a Lender
or an Affiliate of a Lender.  In no event
shall any Bank Product Provider acting in such capacity be deemed a Lender for
purposes hereof to the extent of and as to Bank Products except that each
reference to the term Lender in Sections 8.1, 8.5, 8.7
and 9.8 shall be deemed to include such Bank Product Provider and in no
event shall the approval of any such person in its capacity as Bank Product
Provider be required in connection with the release or termination of any
security interest or Lien of Administrative Agent.  Bank Products means any one or more of the
following types or services or facilities provided to a Credit Party by a Bank
Product Provider:  (a) purchasing
cards, commercial cards, credit cards or stored value cards, (b) cash management
or related services, including (i) the automated clearinghouse transfer of
funds for the account of a Credit Party pursuant to agreement or overdraft for
any accounts of a Credit Party  117


maintained at Administrative Agent or any Bank Product Provider that
are subject to the control of Administrative Agent pursuant to any deposit
account control agreement to which Administrative Agent or such Bank Product
Provider is a party, as applicable, (ii) controlled disbursement services
and (iii) E-payables or comparable services.  In connection with any Bank Product, each
Bank Product Provider, shall provide written notice to Administrative Agent
prior to entering into a Bank Product of (x) the existence of such Bank
Product, (y) the maximum dollar amount of obligations arising thereunder
(the Bank Product Amount) and (z) the methodology to be used by such
parties in determining the obligations under such Bank Product from time to
time.  The Bank Product Amount may be
changed from time to time upon written notice to Administrative Agent by the
applicable Bank Product Provider.  No
Bank Product Amount may be established at any time that a Default or Event of
Default exists, or if a reserve in such amount would cause an Overadvance.  Bankruptcy Code means the
Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.).  Base Rate means, for any
day, a rate per annum equal to the highest of (a) the rate last quoted by The
Wall Street Journal as the Prime Rate in the United States or, if The
Wall Street Journal ceases to quote such rate, the highest per annum
interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the bank prime
loan rate or, if such rate is no longer quoted therein, any similar rate
quoted therein (as determined by Administrative Agent) or any similar release
by the Federal Reserve Board (as determined by Administrative Agent), (b) the
sum of 0.5% per annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR
calculated for each such day based on an Interest Period of three months
determined two (2) Business Days prior to such day plus (y) 1.00% per
annum, in each instance, as of such day. 
Any change in the Base Rate due to a change in any of the foregoing
shall be effective on the effective date of such change in the Federal Funds
Rate or LIBOR for an Interest Period of three months.  Base Rate Loan means a
Loan that bears interest based on the Base Rate.  Beneficial Owner has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any
particular person(as that term is used in Section 13(d)(3) of the
Exchange Act), such person will be deemed to have beneficial ownership of
all securities that such person has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms Beneficially Owns and
Beneficially Owned have a corresponding meaning.  Benefit Plan means any
employee benefit plan as defined in Section 3(3) of ERISA (whether
governed by the laws of the United States or otherwise) to which any Credit
Party incurs or otherwise has any obligation or liability, contingent or
otherwise, but excluding any Canadian Benefit Plan.  118


Borrowing means a
borrowing hereunder consisting of Loans of the same Type made, continued or
converted to or for the benefit of the same Borrower on the same day by the
Lenders pursuant to Article I.  Borrowing Base Certificate
means a certificate of the Borrower Representative, on behalf of each Credit
Party, in substantially the form of Exhibit 11.1(b) hereto,
duly completed as of a date in accordance with the requirements of this
Agreement.  Business Day means any day
other than a Saturday, Sunday or other day on which federal reserve banks are
authorized or required by law to close and, if the applicable Business
Day relates to any LIBOR Rate Loan, a day on which dealings are carried on in
the London interbank market.  Canadian
Availability Block means $5,000,000.  Canadian Benefit Plans
means any plan, fund, program, or policy, whether oral or written, formal or
informal, funded or unfunded, insured or uninsured, providing benefits
primarily to Canadian employees, including medical, hospital care, dental,
sickness, accident, disability, life insurance, pension, retirement or savings
benefits, under which the Borrower has any liability with respect to any
employee or former employee, but excluding any Canadian Pension Plans.  Canadian
Borrowing Base means, with respect to the Canadian Borrower and the other
Canadian Credit Parties on a consolidated basis, as of any date of
determination by Administrative Agent, an amount equal to the U.S. Dollar
Equivalent of:  (a)85% of the book
value of Eligible Accounts at such time; plus  (b)the lesser of (i) 60%
of Eligible Inventory valued at the lower of cost or market on a first-in,
first-out basis, and (ii) 85% of the book value of Eligible Inventory,
multiplied by the NOLV Factor; minus  (c)the Canadian
Availability Block; minus  (d)Reserves
established by the Co-Collateral Agents at such time in their Permitted
Discretion.  Canadian Collateral has
the meaning ascribed to such term in the Canadian Security Agreement.  Canadian Credit Parties
means the Canadian Borrower and each Canadian Subsidiary (i) which
executes a guaranty of the Canadian Obligations, (ii) which grants a Lien
on all of its Canadian Collateral to secure payment of the Canadian Obligations
and (iii) all of the Stock of which is pledged to Administrative Agent as
collateral for the Canadian Obligations and (iv) to the extent such
Canadian Subsidiary is a First Tier Foreign Subsidiary of GGC, 65% of the Stock
of such Canadian Subsidiary is pledged to Administrative Agent as collateral
for the Domestic Obligations.  119


Canadian
Dollars or C$ shall mean the lawful currency of Canada.  Canadian
Index Rate means, for any day, a floating rate equal to the higher of (a) the
annual rate of interest quoted from time to time in the Report on Business
section of  The Globe and Mail as being Canadian
prime, chartered bank prime rate or words of similar description; and (b) the
BA Rate existing on such day in respect of a period of 30 days plus 1.35% per
annum.  Any change in any interest rate
provided for in the Agreement based upon the Canadian Index Rate shall take
effect at the time of such change in the Canadian Index Rate.  No adjustments shall be made to account for
the difference between the number of days in a year on which the rates referred
to in this definition are based and the number of days in a year on the basis
of which interest is calculated in the Agreement.  Canadian
Index Rate Loan means a Loan denominated in Canadian Dollars that bears
interest at a rate based on the Canadian Index Rate.  Canadian Obligations means
the Obligations of the Canadian Borrower.  Canadian Pension Plans
means each pension plan required to be registered under Canadian federal or
provincial law that is maintained or contributed to by a Credit Party primarily
for its Canadian employees or former employees, but does not include the Canada
Pension Plan or the Quebec Pension Plan as maintained by the Government of
Canada or the Province of Quebec, respectively.  Canadian Revolving Loan
Sublimit means, initially, $125,000,000, as such amount may be reduced from
time to time pursuant to subsection 1.15(b).  Canadian Security Agreement
meanseach Security
Agreement, dated as of even date herewith, in form and substance reasonably
acceptable to Administrative Agent, made by the Canadian Credit Parties in
favor of Administrative Agent, for the benefit of the Secured Parties, as the
same may be amended, restated and/or modified from time to time.  Canadian Subsidiary means
each Wholly-Owned Subsidiary of GGC (other than an Immaterial Subsidiary) that
is organized under the laws of Canada or any province thereof.  Canadian Swingline
Commitment means $10,000,000.  Capital Adequacy Regulation
means any guideline, request or directive of any central bank or other
Governmental Authority, or any other law, rule or regulation, whether or
not having the force of law, in each case, regarding capital adequacy of any
Lender or of any corporation controlling a Lender.  Capital Lease means any
leasing or similar arrangement which, in accordance with GAAP, is classified as
a capital lease.  120


Capital Lease Obligations
means all monetary obligations of any Credit Party or any Subsidiary of any
Credit Party under any Capital Leases.  Cash Dominion Period means
(a) any period during which any Event of Default shall have occurred and
be continuing and (b) each period commencing on a date that either (i) Excess
Availability has been less than $60,000,000 for a period of three (3) consecutive
Business Days (provided, no borrowing is permitted during such 3-day period)
(such three day period, the Cash Dominion Grace Period) or (ii) Excess
Availability is less than $60,000,000 and GGC has waived application of the
Cash Dominion Grace Period, andcontinuing until the date Excess Availability shall
have been equal to or greater than $60,000,000 for sixty (60) consecutive
calendar days (unless Administrative Agent has determined that the
circumstances surrounding such Cash Dominion Period cease to exist); provided
that if there have been more than two Cash Dominion Periods in the preceding
four consecutive fiscal quarters, then a Cash Dominion Period will not end
pursuant to clause (b) above until such time as there shall have been two
or fewer Cash Dominion Periods in the preceding four consecutive fiscal quarter
periods.  Cash Equivalents means (a) any
readily-marketable securities (i) issued by, or directly, unconditionally
and fully guaranteed or insured by the United States federal government or (ii) issued
by any agency of the United States federal government the obligations of which
are fully backed by the full faith and credit of the United States federal
government, (b) any readily-marketable direct obligations issued by any
other agency of the United States federal government, any state of the United
States or any political subdivision of any such state or any public
instrumentality thereof, in each case having a rating of at least A-1
from S&P or at least P-1 from Moodys, (c) any commercial
paper rated at least A-1 by S&P or P-1 by Moodys and issued by any
Person organized under the laws of any state of the United States, (d) any
Dollar-denominated time deposit, insured certificate of deposit, overnight bank
deposit or bankers acceptance issued or accepted by (i) any Lender or (ii) any
commercial bank that is (A) organized under the laws of the United States,
any state thereof or the District of Columbia, (B) adequately capitalized
(as defined in the regulations of its primary federal banking regulators) and (C) has
Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares
of any United States money market fund that (i) has substantially all of
its assets invested continuously in the types of investments referred to in clause
(a), (b), (c) or (d) above with maturities
as set forth in the proviso below, (ii) has net assets in excess of
$500,000,000 and (iii) has obtained from either S&P or Moodys the
highest rating obtainable for money market funds in the United States;
provided, however, that the maturities of all obligations specified in any of clauses
(a), (b), (c) or (d) above shall not exceed
365 days.  Closing Date means December 22,
2009.  Co-Collateral Agents means
(i) GE Capital in its capacity as co-collateral agent under this Agreement
and the Collateral Documents, or any of its successors in such capacity and (ii) Wachovia
in its capacity as co-collateral agent under this Agreement and  121


the
Collateral Documents, or any of its successors in such capacity; provided, that
in the event that Wachovia resigns as a Co-Collateral Agent, no successor
Co-Collateral Agent shall be appointed.  Code means the Internal
Revenue Code of 1986, as amended, and regulations promulgated thereunder.  Collateral means,
collectively, the U.S. Collateral and the Canadian Collateral.  Collateral Documents
means, collectively, the US Revolving Guaranty and Security Agreement, the
Mortgages, each Control Agreement, and all other security agreements, pledge
agreements, patent and trademark security agreements, lease assignments,
guarantees and other similar agreements, and all amendments, restatements,
modifications or supplements thereof or thereto, by or between any one or more
of any Credit Party, any of their respective Subsidiaries or any other Person
pledging or granting a lien on Collateral or guaranteeing the payment and
performance of some or all of the Obligations, and any Lender or Administrative
Agent for the benefit of Administrative Agent, the Lenders and other Secured
Parties now or hereafter delivered to the Lenders or Administrative Agent
pursuant to or in connection with the transactions contemplated hereby, and all
financing statements (or comparable documents now or hereafter filed in
accordance with the UCC, the PPSA or comparable law) against any such Person as
debtor in favor of any Lender or Administrative Agent for the benefit of
Administrative Agent, the Lenders and the other Secured Parties, as secured
party, as any of the foregoing may be amended, restated and/or modified from
time to time.  Commitment means, for each
Lender, its Revolving Loan Commitment.  Commitment Percentage
means, as to any Lender, the percentage equivalent of such Lenders Revolving
Loan Commitment divided by the Aggregate Revolving Loan Commitment.  Compliance Certificate
means a certificate of a Responsible Officer of the Borrower Representative, on
behalf of the Borrowers, in the form of Exhibit 4.2(b) hereto.  Consolidated Capital
Expenditures means, for any period, for GGC and its Subsidiaries on a
consolidated basis, all capital expenditures, as determined in accordance with
GAAP, minus the Net Cash Proceeds received
from the sale of capital assets (excluding, for the avoidance of doubt, the
sale of inventory in the Ordinary Course of Business) and reinvested during
such period; provided, however, that Consolidated Capital Expenditures shall
not include expenditures made with proceeds of any involuntary disposition, or
expenditures made in anticipation of the future receipt of such proceeds after
the occurrence of an involuntary disposition, to the extent such expenditures
are used to purchase property that is used or useful in the business of GGC and
its Subsidiaries.  122


Consolidated Cash Interest
Charges means, for any period, for GGC and its Subsidiaries on a consolidated
basis, the excess of (a) the sum of (i) the interest expense
(including (A) imputed interest expense under capital leases, (B) all
commissions, discounts, fees and other charges in connection with letters of
credit and similar instruments and (C) net amounts paid or payable and/or
received or receivable under permitted rate contracts in respect of interest
rates) for such period, in accordance with GAAP, plus
(ii) the implied interest component of synthetic leases with respect to
such period, plus (iii) any interest
accrued during such period in respect of Indebtedness that is required to be
capitalized rather than included in consolidated interest expense for such
period in accordance with GAAP, minus (b) the
sum of (i) to the extent included in such consolidated interest expense
for such period, non-cash expenses attributable to the amortization or
write-off of capitalized financing costs previously paid, plus
(ii) to the extent included in such consolidated interest expense for such
period, non-cash amounts attributable to amortization of debt discounts or
accrued interest payable in kind for such period, plus
(iii) cash interest income for such period.  For purposes of calculating Consolidated Cash
Interest Charges, the non-cash effects of the application of ASC Subtopic
470-50 shall be disregarded.  Consolidated Cash Taxes
means, for any applicable period of computation, the sum of all taxes on or
measured by income paid or required to be paid in cash by GGC and its
Subsidiaries during such period (net of all income tax refunds and credits
received in cash by GGC and its Subsidiaries during such period), which number
for the applicable period of computation shall not be less than zero,
determined on a consolidated basis in accordance with applicable law and GAAP,
but excluding, without duplication and to the extent included therein, income
taxes paid in cash during such period that are directly attributable to,
without duplication (i) any cancellation of debt income or other gain
arising from the cancellation of Indebtedness pursuant to the 2009 Exchange
Transaction or otherwise and (ii) any gain in respect of the modification
or exchange of debt instruments (provided, items (i) and (ii) shall
not exceed $5,000,000 in the aggregate through maturity of the Loan).  Consolidated EBITDA shall
mean, for GGC and its Subsidiaries for any period, without duplication, an
amount equal to the sum of (a) the net income for such period determined
in accordance with GAAP, but excluding (i) the income (or loss) of any
joint venture or other Person which is not a Subsidiary of a Borrower, except
to the extent of the amount of dividends or other distributions actually paid
to a Borrower or any of its Subsidiaries in cash by such Person during such
period (ii) the undistributed earnings of any Subsidiary of any Borrower
that is not a Credit Party if the payment of dividends or similar distributions
by that Subsidiary is not permitted by operation of the terms of its charter or
of any agreement or Requirement of Law applicable to that Subsidiary; (iii) any
net gain from the collection of life insurance proceeds; (iv) any
aggregate net gain or loss from the sale, exchange, transfer or other
disposition of Property or assets not in the Ordinary Course of Business of the
Borrowers and their Subsidiaries, and related tax effects in accordance with GAAP;
(v) with respect to the fiscal quarter period ending March 31, 2009,
the Gain on substantial modification of debt in the amount of  123


$121,033,000,
(vi) any cancellation of debt income or other gain (in each case whether
or not classified as extraordinary) arising from the cancellation of
Indebtedness pursuant to the 2009 Exchange Transaction and (vii) any
extraordinary gains or losses of a Borrower or its Subsidiaries, and related
tax effects in accordance with GAAP plus (b) to
the extent deducted in determining net income for such period, (i) interest
expense (less interest income), (ii) income tax expense, (iii) depreciation
and amortization, (iv) restructuring charges and expenses relating to cash
restructuring activities accrued or paid on or before December 31, 2009 in
an aggregate amount not to exceed $12,000,000 incurred during the monthly
periods set forth on Schedule 11.1(a) and in the amounts
corresponding to the monthly periods listed on Schedule 11.1(a), and all
other non-cash restructuring charges and expenses, (v) fees and expenses
of third party professionals incurred in respect of financial contingency
planning and financing transactions (including the Debt Exchange) relating to
cash financial contingency planning and financing transactions accrued or paid
on or before December 31, 2009 in an aggregate amount not to exceed
$11,500,000 incurred during the monthly periods set forth on Schedule 11.1(a) and
in the amounts corresponding to the monthly periods listed on Schedule
11.1(a), and all other non-cash financial contingency planning and
financing transaction charges and expenses, (vi) expenses or charges
related to closing of this facility or the High Yield Notes not to exceed
$25,000,000, (vii) amortization relating to V-cracker assets, (viii) any
non-cash deduction from net income as a result of any grant of stock or stock
equivalents to employees or members of the board of directors and (ix) other
non-cash charges reducing net income (excluding any such non-cash charge to the
extent it represents an accrual of or reserve for cash charges in any future
period or amortization of a prepaid cash expense that was paid in a prior
period or relating to a write-down, write off or reserve with respect to
accounts receivable and inventory), minus (c) (i) income
tax credits and (ii) non-cash income or gains (including, without
limitation, income arising from the cancellation of indebtedness) other than
the accrual of revenue in the Ordinary Course of Business.  Notwithstanding the
preceding sentence, clauses (b)(i) through (b)(ix) and (c)(i) through
(c)(iii) relating to amounts of a subsidiary of a person will be added to
or deducted from net income to compute Consolidated EBITDA of such person only
to the extent (and in the same proportion) that the net income (loss) of such
subsidiary was included in calculating the net income of such person.  Consolidated Fixed Charge
Coverage Ratio means, as of any date of determination, the ratio of (a) the
sum of (i) Consolidated EBITDA minus (ii) Consolidated
Capital Expenditures (other than Consolidated Capital Expenditures to the
extent financed with Indebtedness (excluding Loans under this Agreement) or
financed with the issuance of equity) minus (iii) Consolidated
Cash Taxes to (b) Consolidated Fixed Charges, in each case for the period
of the last twelve months most recently ended.  For
purposes of calculating the Consolidated Fixed Charge Coverage Ratio for any
applicable period during which any acquisition or any asset disposition is
consummated, (i) income statement items and balance sheet items (whether
positive or negative) attributable to the business or person acquired in such
acquisition or the asset(s) subject  124


to
such asset disposition shall be included or excluded, as applicable, in such
calculations to the extent relating to such applicable period and the
acquisition or asset disposition shall be deemed to have occurred as of the
first day of such applicable period and (ii) indebtedness of a business or
person that is retired (or incurred) in connection with such acquisition or
asset disposition shall be excluded from (or included in) such calculations and
deemed to have been retired (or incurred) as of the first day of such
applicable period.  Consolidated Fixed Charges
means, for any period, for GGC and its Subsidiaries on a consolidated basis,
the sum, without duplication, of (a) Consolidated Cash Interest Charges
for such period plus (b) the aggregate
amount of scheduled principal payments (whether or not made) during such period
in respect of Indebtedness (including, without limitation, the attributable
indebtedness of capital leases) of GGC and its Subsidiaries plus (c) the aggregate amount of restricted payments
made by GGC and its Subsidiaries during such period.  Consolidated Net Tangible
Assets means, at any date of determination, the total amount of assets of GGC
and its consolidated Subsidiaries after deducting therefrom all current
liabilities (excluding any current liabilities that are by their terms
extendable or renewable at the option of the obligor thereunder for more than
12 months after the date of determination; total prepaid expenses and deferred
charges, and all goodwill, trade names, trademarks, patents, licenses,
copyrights and other intangible assets, all as set forth, or on a pro forma
basis, as would be set forth, on the consolidated balance sheet of GGC and its
consolidated Subsidiaries for GGCs most recently completed fiscal quarter,
prepared in accordance with GAAP.  Consolidated Total Assets
of any Person means, at any date, the total assets of such Person and its
Subsidiaries at such date determined on a consolidated basis in conformity with
GAAP minus (a) any minority interest in any Person that would be reflected
on a consolidated balance sheet of such Person and its Subsidiaries at such
date prepared in conformity with GAAP and (b) any securities issued by
such Person held as treasury securities.  Contingent Obligation
means, as to any Person, any direct or indirect liability, contingent or
otherwise, of that Person:  (a) with
respect to any Indebtedness, lease, dividend or other obligation of another
Person if the primary purpose or intent of the Person incurring such liability,
or the primary effect thereof, is to provide assurance to the obligee of such
liability that such liability will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
liability will be protected (in whole or in part) against loss with respect
thereto; (b) with respect to any letter of credit issued for the account
of that Person or as to which that Person is otherwise liable for reimbursement
of drawings; (c) under any Rate Contracts; (d) to make take-or-pay or
similar payments if required regardless of nonperformance by any other party or
parties to an agreement; or (e) for the obligations of another Person
through any agreement to purchase, repurchase or otherwise acquire such
obligation or any Property constituting security therefor, to provide funds for
the payment or discharge of  125


such
obligation or to maintain the solvency, financial condition or any balance
sheet item or level of income of another Person.  The amount of any Contingent Obligation shall
be equal to the amount of the obligation so guaranteed or otherwise supported
or, if not a fixed and determined amount, the maximum amount so guaranteed or
supported.  Contractual Obligations
means, as to any Person, any provision of any security issued by such Person or
of any agreement, undertaking, contract, indenture, mortgage, deed of trust or
other instrument, document or agreement to which such Person is a party or by
which it or any of its Property is bound.  Control Agreement means a
tri-party deposit account, securities account or commodities account control
agreement by and among the applicable Credit Party, Administrative Agent and
the depository, securities intermediary or commodities intermediary, and each
in form and substance satisfactory to Administrative Agent and in any event
providing to Administrative Agent control of such deposit account, securities
or commodities account within the meaning of Articles 8 and 9 of the UCC.  Conversion Date means any
date on which the Applicable Borrower converts a Base Rate Loan or Canadian
Index Rate Loan, as applicable, to a LIBOR Rate Loan or a LIBOR Rate Loan to a
Base Rate Loan or a Canadian Index Rate Loan, as applicable.  Copyrights means all
rights, title and interests (and all related IP Ancillary Rights) arising under
any Requirement of Law in or relating to copyrights and all mask work, database
and design rights, whether or not registered or published, all registrations
and recordations thereof and all applications in connection therewith.  Credit Parties means each
Domestic Credit Party and each Canadian Credit Party.  Default means any event or
circumstance which, with the giving of notice, the lapse of time, or both,
would (if not cured or otherwise remedied during such time) constitute an Event
of Default.  Disposition means (a) the
sale, lease, conveyance or other disposition of Property, other than sales or
other dispositions expressly permitted under subsections 5.2(a), 5.2(c),
5.2(f) and 5.2(g) and (b) the sale or transfer by
a Borrower or any Subsidiary of a Borrower of any Stock or Stock Equivalent
issued by any Subsidiary of a Borrower and held by such transferor Person.  Dollars, dollars and $
each mean lawful money of the United States of America.  126


Domestic
Availability Block means $10,000,000.  Domestic
Borrowing Base means, with respect to GGC and the other US Credit Parties on a
consolidated basis, as of any date of determination by Administrative Agent, an
amount equal to:  (a)           85% of the book value of Eligible Accounts at such time;
plus  (b)           the lesser of (i) 60% of the book value of Eligible
Inventory valued at the lower of cost or market on a first-in, first-out basis,
and (ii) 85% of the book value of Eligible Inventory, multiplied by the
NOLV Factor; minus  (c)           the Domestic Availability Block; minus  (d)           Reserves established by the Co-Collateral Agents at such time
in their Permitted Discretion.  Domestic Credit Parties
means GGC and each Domestic Subsidiary (i) which executes a guaranty of
the Obligations, (ii) which grants a Lien on all of its U.S. Collateral to
secure payment of the Obligations and (iii) all of the Stock of which is
pledged to Administrative Agent for the benefit of the Secured Parties.  Domestic Subsidiary means
each Wholly-Owned Subsidiary (other than any Immaterial Subsidiary) of GGC that
is organized under the laws of any state of the United States or the District
of Columbia.  Domestic Swingline
Commitment means $20,000,000.  Electronic Transmission
means each document, instruction, authorization, file, information and any
other communication transmitted, posted or otherwise made or communicated by
e-mail or E-Fax, or otherwise to or from an E-System or other equivalent
service acceptable to Administrative Agent.  Environmental Laws means
all present and future Requirements of Law and Permits imposing liability or
standards of conduct for or relating to the regulation and protection of human
health, safety, the workplace, the environment and natural resources, and
including public notification requirements and environmental transfer of
ownership, notification or approval statutes.  Environmental Liabilities
means all Liabilities (including costs of Remedial Actions, natural resource
damages and costs and expenses of investigation and feasibility studies,
including the cost of environmental consultants and the cost of attorneys fees)
that may be imposed on, incurred by or asserted against any Credit Party or any
Subsidiary of any Credit Party as a result of, or related to, any claim, suit,
action, investigation, proceeding or demand by any Person, whether based in
contract, tort, implied or express warranty, strict liability, criminal or
civil statute or common law or otherwise, arising under any Environmental Law
or in connection with any  127


environmental,
health or safety condition or with any Release and resulting from the
ownership, lease, sublease or other operation or occupation of property by any
Credit Party or any Subsidiary of any Credit Party, whether on, prior or after
the date hereof.  Equipment means all equipment,
as such term is defined in the UCC, now owned or hereafter acquired by any
Credit Party, wherever located.  ERISA means the Employee
Retirement Income Security Act of 1974.  ERISA Affiliate means,
collectively, any Credit Party and any Person under common control or treated
as a single employer with, any Credit Party, within the meaning of Section 414(b),
(c), (m) or (o) of the Code.  ERISA Event means any of
the following:  (a) a reportable
event described in Section 4043(b) of ERISA or, unless the 30-day
notice requirement has been duly waived under the applicable regulations, Section 4043(c) of
ERISA with respect to a Title IV Plan; (b) the withdrawal of any ERISA
Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of
ERISA; (c) the complete or partial withdrawal of any ERISA Affiliate from
any Multiemployer Plan; (d) with respect to any Multiemployer Plan, the
filing of a notice of reorganization, insolvency or termination (or treatment
of a plan amendment as termination) under Section 4041A of ERISA; (e) the
filing of a notice of intent to terminate a Title IV Plan (or treatment of a
plan amendment as termination) under Section 4041 of ERISA; (f) the
institution of proceedings to terminate a Title IV Plan or Multiemployer Plan
by the PBGC; (g) the failure to make any required contribution to any
Title IV Plan or Multiemployer Plan when due; (h) the imposition of a lien
under Section 412 or 430(k) of the Code or Section 303 or 4068
of ERISA on any property (or rights to property, whether real or personal) of
any ERISA Affiliate; (i) the failure of a Benefit Plan or any trust
thereunder intended to qualify for tax exempt status under Section 401 or
501 of the Code or other Requirements of Law to qualify thereunder; (j) a
Title IV plan is in at risk status within the meaning of Code Section 430(i);
(k) a Multiemployer Plan is in endangered status or critical status
within the meaning of Section 432(b) of the Code; and (l) any
other event or condition that might reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan
or for the imposition of any material liability upon any ERISA Affiliate under
Title IV of ERISA other than for PBGC premiums due but not delinquent.  Event of Loss means, with
respect to any Property, any of the following: 
(a) any loss, destruction or damage of such Property; or (b) any
actual condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, of such Property, or confiscation of such Property or the
requisition of the use of such Property.  Excess Availability means,
as of any date of determination, an amount equal to (a) the lesser of (i) the
Maximum Revolving Loan Balance less the Availability Block and (ii) the
sum of the Maximum Domestic Revolving Loan Balance and the Maximum  128


Canadian
Revolving Loan Balance minus (b) the principal amount of all outstanding
Revolving Loans.  Exchange Act means the
Securities Exchange Act of 1934, as amended.  Excluded Accounts means (A) deposit
accounts specifically and exclusively used for, payroll, payroll taxes and
other employee wage and benefit payments to or for the benefit of any Credit
Partys employees, and (B) any deposit account or securities account that
is not located within the United States of America which, individually or in
the aggregate, does not at any time have more than $2,000,000 on deposit
therein.  Excluded Taxes means, with
respect to Administrative Agent, any L/C Issuer, any Lender or any other
recipient of any payment to be made by or on account of any obligation of any
Credit Party hereunder, (a) any taxes imposed on or measured by its
overall net income (however denominated), net profits or capital of such Person
and franchise taxes imposed in lieu thereof by the jurisdiction under the laws
of which such recipient (i) is organized or incorporated, (ii) maintains
its principal lending office or, in the case of any Lender or any L/C Issuer,
its applicable lending office with respect to this Agreement or (iii) has
a present or former connection other than a connection resulting from entering
into this Agreement or receiving any payment under this Agreement; (b) any
branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which such Lender or such L/C Issuer is
located and (c) in the case of any Non-U.S. Lender Party, any withholding
tax that is attributable to such Non-U.S. Lender Partys failure or inability
(other than as a result of a change in any Requirement of Law) to comply with Section 10.1(f),
except to the extent that such Non-U.S. Lender Party  was entitled to receive additional amounts
from the Credit Party with respect to such withholding tax pursuant to Section 10.1(b).  Existing Note Documents
means, collectively, the 2013 Note Documents, the 2014 Note Documents and the
2016 Note Documents.  Existing Notes means,
collectively, the 2013 Notes, the 2014 Notes and the 2016 Notes.  E-Fax means any system
used to receive or transmit faxes electronically.  E-Signature means the process
of attaching to or logically associating with an Electronic Transmission an
electronic symbol, encryption, digital signature or process (including the name
or an abbreviation of the name of the party transmitting the Electronic
Transmission) with the intent to sign, authenticate or accept such Electronic
Transmission.  E-System means any
electronic system approved by Administrative Agent, including Intralinks® and
ClearPar® and any other Internet or extranet-based site, whether such
electronic system is owned, operated or hosted by Administrative Agent,  129


any
of its Related Persons or any other Person, providing for access to data
protected by passcodes or other security system.  Federal Flood Insurance
means Federally backed Flood Insurance available under the National Flood
Insurance Program to owners of real property improvements located in Special
Flood Hazard Areas in a community participating in the National Flood Insurance
Program.  Federal Funds Rate means,
for any day, the rate per annum equal to the weighted average of the rates on
overnight Federal Funds transactions with members of the Federal Reserve System
arranged by Federal Funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day, provided that if
no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate quoted to Administrative
Agent on such day on such transactions as determined by Administrative Agent in
a commercially reasonable manner.  Federal Reserve Board
means the Board of Governors of the Federal Reserve System, or any entity
succeeding to any of its principal functions.  FEMA means the Federal
Emergency Management Agency, a component of the U.S. Department of Homeland
Security that administers the National Flood Insurance Program.  FIRREA means the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended.  Final Availability Date
means the earlier of the Revolving Termination Date and one (1) Business
Day prior to the date specified in clause (a) of the definition of
Revolving Termination Date.  First Tier Foreign
Subsidiary means a Foreign Subsidiary held directly by a Domestic Credit Party
or indirectly by a Domestic Credit Party through one or more Domestic
Subsidiaries.  Fiscal Quarter means any
of the quarterly accounting periods of the Credit Parties, ending on March 31,
June 30, September 30, and December 31 of each year.  Fiscal Year means any of
the annual accounting periods of the Credit Parties ending on December 31
of each year.  Flood Insurance means, for
any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance
or private insurance that covers flood perils with deductibles, limits and
sublimits that are commercially reasonable given the size and character of the
business of the Credit Parties.  130


Foreign Subsidiary means,
with respect to any Person, a Subsidiary of such Person that is a controlled
foreign corporation under Section 957 of the Code.  GAAP means generally
accepted accounting principles in the United States set forth from time to time
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the accounting
profession), which are applicable to the circumstances as of the date of
determination, subject to Section 11.3 hereof.  Governmental Authority
means any nation or government, any state or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any corporation or
other entity owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing.  Hazardous Materials means
any substance, material or waste that is regulated or otherwise gives rise to
liability under any Environmental Law, including but not limited to any Hazardous
Waste as defined by the Resource Conservation and Recovery Act (RCRA) (42
U.S.C. § 6901 et seq. (1976)), any Hazardous Substance as defined under
the Comprehensive Environmental Response, Compensation, and Liability Act
(CERCLA) (42 U.S.C. §9601 et seq. (1980)), any contaminant, pollutant,
petroleum or any fraction thereof, asbestos, asbestos containing material,
polychlorinated biphenyls, mold, and radioactive substances or any other
substance that is toxic, ignitable, reactive, corrosive, caustic, or dangerous.  High Yield Note Documents
means the High Yield Note Indenture, the High Yield Notes and all documents
entered into in connection therewith.  High Yield Note Indenture
means the Indenture, dated as of December 22, 2009, among GGC, the various
Subsidiaries of GGC party thereto as guarantors, andU.S. Bank National Association, as
trustee,governing the High Yield Notes.  High Yield Notes means the
9% Senior Secured Notes due 2016 issued by GGC and governed by the terms of the
High Yield Note Indenture in a maximum aggregate amount of $500,000,000.  Holdco means Rome
Acquisition Holding Corp., a Nova Scotia unlimited liability company and a
Wholly Owned Subsidiary of GGC.  Holdco Loan means that
certain intercompany loan by GGC to Holdco as evidenced by that certain
promissory note made as of October 3, 2006 executed by Holdco in favor of
GGC.  131


Immaterial Subsidiary means any Subsidiary (other
than a Credit Party) of GGC (i) listed on Schedule 11.1(b), or (ii) both
(A) owning assets having a book value of less than 2.5% of Consolidated
Net Tangible Assets and (B) having Consolidated EBITDA (calculated solely
for such Subsidiary) constituting less than 5% of Consolidated EBITDA of GGC
and its Subsidiaries; provided that (x) the aggregate book value of
the assets of all Immaterial Subsidiaries at any time shall not exceed 5% of
Consolidated Net Tangible Assets and (y) the aggregateamountof Consolidated EBITDA (calculated
solely for such Immaterial Subsidiaries) at any time shall not exceed 5% of
Consolidated EBITDA of GGC and its Subsidiaries.  Indebtedness of any Person
means, without duplication:  (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of Property or services (other than
trade payables entered into in the Ordinary Course of Business); (c) the
face amount of all letters of credit issued for the account of such Person and
without duplication, all drafts drawn thereunder and all reimbursement or
payment obligations with respect to letters of credit, surety bonds and other
similar instruments issued by such Person; (d) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of Property, assets or
businesses; (e) all indebtedness created or arising under any conditional
sale or other title retention agreement, or incurred as financing, in either
case with respect to Property acquired by the Person (even though the rights
and remedies of the seller or bank under such agreement in the event of default
are limited to repossession or sale of such Property); (f) all Capital
Lease Obligations; (g) the principal balance outstanding under any
synthetic lease, off-balance sheet loan or similar off balance sheet financing
product; (h) all obligations, whether or not contingent, to purchase,
redeem, retire, defease or otherwise acquire for value any of its own Stock or
Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect
parent entity thereof) prior to the date that is 180 days after the Revolving
Termination Date, valued at, in the case of redeemable preferred Stock, the
greater of the voluntary liquidation preference and the involuntary liquidation
preference of such Stock plus accrued and unpaid dividends; (i) all
indebtedness referred to in clauses (a) through (h) above
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in Property
(including accounts and contracts rights) owned by such Person, even though
such Person has not assumed or become liable for the payment of such
indebtedness; and (j) all Contingent Obligations described in clause (a) or
(c) of the definition thereof in respect of indebtedness or
obligations of others of the kinds referred to in clauses (a) through
(i) above.  Insolvency
Proceeding means (a) any case, action or proceeding before any court or
other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of
debtors, or (b) any general assignment for the benefit of creditors,
composition, marshaling of assets for creditors, or other, similar arrangement
in respect of its creditors generally or any substantial portion of its
creditors; in each case in (a) and (b) above, undertaken under U.S.
federal, state or  132


foreign law, including without limitation the Bankruptcy
Code, the Bankruptcy and Insolvency Act (Canada), the Companies Creditors
Arrangement Act (Canada) and the Winding-Up and Restructuring Act Canada).  Intellectual Property
means all rights, title and interests in or relating to intellectual property
and industrial property arising under any Requirement of Law and all IP
Ancillary Rights relating thereto, including all Copyrights, Patents,
Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.  Intercompany Security
Documents means the collective reference to the guaranty agreements, security
agreements, pledge agreements, mortgages and other security documents executed
by Holdco and its Canadian Subsidiaries in favor of GGC in accordance with the
Holdco Loan.  Intercreditor Agreement means that certain
Intercreditor Agreement dated as of the date hereof between GE Capital, as
revolving agent, and U.S. Bank National Association, as notes collateral agent.  Interest Payment Date
means, (a) with respect to any LIBOR Rate Loan, the last day of each
Interest Period applicable to such Loan and (b) with respect to Base Rate
or Canadian Index Rate Loans (including Swing Loans) the first day of each
month.  Interest Period means,
with respect to any LIBOR Rate Loan, the period commencing on the Business Day
such Loan is disbursed or continued or on the Conversion Date on which a Base
Rate Loan or Canadian Index Rate Loan, as applicable, is converted to the LIBOR
Rate Loan and ending on the date one, two or three months thereafter, as
selected by the Borrower Representative in its Notice of Borrowing or Notice of
Conversion/Continuation; provided that:  (a)if any Interest
Period pertaining to a LIBOR Rate Loan would otherwise end on a day which is
not a Business Day, that Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry
such Interest Period into another calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day;  (b)any Interest
Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and  (c)no Interest
Period for any Revolving Loan shall extend beyond the Revolving Termination
Date.  Internet Domain Name means
all right, title and interest (and all related IP Ancillary Rights) arising
under any Requirement of Law in or relating to internet domain names.  133


Inventory means all of the
inventory (as such term is defined in the UCC) of the Credit Parties,
including, but not limited to, all merchandise, raw materials, parts, supplies,
work in process and finished goods intended for sale, together with all the
containers, packing, packaging, shipping and similar materials related thereto,
and including such inventory as is temporarily out of a Credit Partys custody
or possession, including inventory on the premises of others and items in
transit.  IP Ancillary Rights means,
with respect to any other Intellectual Property, as applicable, all foreign
counterparts to, and all divisionals, reversions, continuations,
continuations-in-part, reissues, reexaminations, renewals and extensions of,
such Intellectual Property and all income, royalties, proceeds and Liabilities
at any time due or payable or asserted under or with respect to any of the
foregoing or otherwise with respect to such Intellectual Property, including
all rights to sue or recover at law or in equity for any past, present or
future infringement, misappropriation, dilution, violation or other impairment
thereof, and, in each case, all rights to obtain any other IP Ancillary Right.  IP License means all
Contractual Obligations (and all related IP Ancillary Rights), whether written
or oral, granting any right, title and interest in or relating to any
Intellectual Property.  IRS means the Internal
Revenue Service of the United States and any successor thereto.  Issue means, with respect
to any Letter of Credit, to issue, extend the expiration date of, renew
(including by failure to object to any automatic renewal on the last day such
objection is permitted), increase the face amount of, or reduce or eliminate
any scheduled decrease in the face amount of, such Letter of Credit, or to
cause any Person to do any of the foregoing. 
The terms Issued and Issuance have correlative meanings.  L/C Issuer shall mean (a) any
Lender, (b) an Affiliate of any Lender, (c) any Person designated by
an L/C Issuer from time to time to issue all or any portion of the Canadian
Letters of Credit requested to be issued by such L/C Issuer under this
Agreement and listed on Schedule 1.1(a) (which schedule may be
updated from time to time upon written notice by any L/C Issuer to
Administrative Agent) or (d) any other bank or other legally authorized
Person, in each case, reasonably acceptable to Administrative Agent, in such
Persons capacity as an issuer of Letters of Credit hereunder.   For all purposes of this Agreement, any
designation by an L/C Issuer made pursuant to clause (c) of this
definition shall not affect such L/C Issuers rights and obligations with
respect to its Commitment and the Credit Parties, the Lenders and Administrative
Agent shall continue to deal solely and directly with such L/C Issuer in
connection with such L/C Issuers rights and obligations under this Agreement
and the other Loan Documents, except as otherwise expressly permitted in this
Agreement.  134


L/C Reimbursement
Obligation means, for any Letter of Credit, the obligation of the Applicable
Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts
drawn under such Letter of Credit.  Lender shall have the meaning set forth in the
preamble of this Agreement.  Furthermore,
with respect to (a) each provision of this Agreement relating to the
making of any Canadian Revolving Loan or the extension of any Canadian Letter
of Credit or the repayment or the reimbursement thereof by the Canadian
Borrower, (b) any rights of set-off, (c) any rights of
indemnification or expense reimbursement and (d) reserves, capital
adequacy or other provisions, each reference to a Lender shall be deemed to
include such Lenders Applicable Designee. 
Notwithstanding the designation by any Lender of an Applicable Designee,
Borrowers and Administrative Agent shall be
permitted to deal solely and directly with such Lender in connection with such
Lenders rights and obligations under this Agreement; provided that each
Applicable Designee shall be subject to the provisions obligating or
restricting the Lenders under this Agreement.  Lender-Related Distress
Event means, with respect to any Lender or any Person that directly or
indirectly controls such Lender (each a Distressed Person), (a) a
voluntary or involuntary case with respect to such Distressed Person under the
Bankruptcy Code or any similar bankruptcy laws of its jurisdiction of
formation, (b) a custodian, conservator, receiver or similar official is
appointed for such Distressed Person or any substantial part of such Distressed
Persons assets, (c) such Distressed Person is subject to a forced
liquidation, merger, sale or other change of majority control supported in
whole or in part by guaranties or other support (including, without limitation,
the nationalization or assumption of majority ownership or operating control
by) the U.S. government or other Governmental Authority, or (d) such
Distressed Person makes a general assignment for the benefit of creditors or is
otherwise adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Distressed Person or its assets to be, insolvent
or bankrupt.  For purposes of this
definition, control of a Person shall have the same meaning as in the second
sentence of the definition of Affiliate.  Lending Office means, with
respect to any Lender, the office or offices of such Lender specified as its Lending
Office beneath its name on the applicable signature page hereto, or such
other office or offices of such Lender as it may from time to time notify the
Borrower Representative and Administrative Agent.  Letter of Credit means
documentary or standby letters of credit issued for the account of the
Applicable Borrower by L/C Issuers, and bankers acceptances issued by a
Borrower, for which Administrative Agent and Lenders have incurred Letter of
Credit Obligations.  Letter of Credit Documents
means, with respect to any Letter of Credit, such Letter of Credit, any
amendments thereto, any documents delivered in connection therewith, any
application therefor, and any agreements, instruments, guarantees or other
documents (whether general in application or applicable only to such Letter of Credit)  135


governing
or providing for (a) the rights and obligations of the parties concerned
or at risk with respect to such Letter of Credit or (b) any collateral
security for any obligations related to such Letter of Credit.  Letter of Credit
Obligations means all outstanding obligations incurred by Administrative Agent
and Lenders at the request of the Applicable Borrower or the Borrower
Representative, whether direct or indirect, contingent or otherwise, due or not
due, in connection with the issuance of Letters of Credit by L/C Issuers or the
purchase of a participation as set forth in subsection 1.1(c) with
respect to any Letter of Credit.  The
amount of such Letter of Credit Obligations shall equal the maximum amount that
may be payable by Administrative Agent and Lenders thereupon or pursuant
thereto.  Liabilities means all
claims, actions, suits, judgments, damages, losses, liability, obligations,
responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions,
charges, disbursements and expenses, in each case of any kind or nature
(including interest accrued thereon or as a result thereto and fees, charges
and disbursements of financial, legal and other advisors and consultants), whether
joint or several, whether or not indirect, contingent, consequential, actual,
punitive, treble or otherwise.  LIBOR means, for each
Interest Period, the highest of (a) the offered rate per annum for
deposits of Dollars or Canadian Dollars (as applicable) for the applicable
Interest Period that appears on Reuters Screen LIBOR 01 Page as of 11:00 A.M.
(London, England time) two (2) Business Days prior to the first day in
such Interest Period or (b) the offered rate per annum for deposits of
Dollars or Canadian Dollars (as applicable) for an Interest Period of three (3) months
that appears on Reuters Screen LIBOR 01 Page as of 11:00 A.M.
(London, England time) two (2) Business Days prior to the first day of the
applicable Interest Period. If no such offered rate exists, such rate will
be the rate of interest per annum, as determined by Administrative Agent at
which deposits of Dollars or Canadian Dollars (as applicable) in immediately
available funds are offered at 11:00 A.M. (London, England time) two (2) Business
Days prior to the first day in such Interest Period by major financial
institutions reasonably satisfactory to Administrative Agent in the London
interbank market for such Interest Period for the applicable principal amount
on such date of determination.  LIBOR Rate Loan means a
Loan that bears interest based on LIBOR.  Lien means any mortgage,
deed of trust, pledge, hypothecation, assignment, charge or deposit
arrangement, encumbrance, lien (statutory or otherwise) or preference, priority
or other security interest or preferential arrangement of any kind or nature
whatsoever (including those created by, arising under or evidenced by any
conditional sale or other title retention agreement, the interest of a lessor
under a Capital Lease, any financing lease having substantially the same
economic effect as any of the foregoing) and
any contingent or other agreement to provide any of the foregoing, but not
including the interest of a lessor under a lease which is not a Capital Lease.  136


Loan
means an extension of credit by a Lender to a Borrower pursuant to Article I,
and may be a Base Rate Loan, a Canadian Index Rate Loan or a LIBOR Rate Loan.  Loan Documents means this
Agreement, the Notes, the Fee Letter, the Collateral Documents, the Letter of
Credit Documents, the Intercreditor Agreement and all documents delivered to
Administrative Agent and/or any Lender in connection with any of the foregoing.  Margin Stock means margin
stock as such term is defined in Regulation T, U or X of the Federal Reserve
Board.  Material Adverse Effect
means:  (a) a material adverse
change in, or a material adverse effect upon, the operations, business,
Properties, or financial condition of the Credit Parties and their Subsidiaries
taken as a whole; (b) a material impairment of the ability of any Credit
Party to repay the Obligations or of any Borrower to perform its obligations
under this Agreement or any other material Loan Document as and when required
to be performed under such document; or (c) a material adverse effect upon
(i) the legality, validity, binding effect or enforceability of this
Agreement or any other Loan Document, or (ii) the perfection or priority
of any Lien in respect of any portion of the Collateral granted to the Lenders
or to Administrative Agent for the benefit of the Secured Parties under any of
the Collateral Documents.  Material Environmental
Liabilities means, with respect to the occurrence of an event or condition
resulting in Environmental Liabilities, Environmental Liabilities exceeding
$15,000,000 in the aggregate for all occurrences.  Maximum Canadian Revolving
Loan Balance from time to time will be the lesser of:  (x)the Canadian
Borrowing Base in effect from time to time (as calculated pursuant to the
Borrowing Base Certificate, or  (y)the Canadian
Revolving Loan Sublimit then in effect;  less, in either
case, the U.S. Dollar Equivalent of the sum of (x) the aggregate amount of
Canadian Letter of Credit Obligations plus (y) outstanding Canadian
Swing Loans.  Maximum Domestic Revolving
Loan Balance from time to time will be the lesser of:  (x)the Domestic
Borrowing Base (as calculated pursuant to the Borrowing Base Certificate,; or  (y)the Aggregate
Revolving Loan Commitment then in effect;  137


less, in either
case, the sum of (x) the aggregate amount of Domestic Letter of Credit
Obligations plus (y) outstanding Domestic Swing Loans.  Maximum Revolving Loan
Balance means, from time to time, the Aggregate Revolving Loan Commitment then
in effect, less the U.S. Dollar Equivalent of the sum of (x) the
aggregate amount of Letter of Credit Obligations plus (y) outstanding
Swing Loans.  Mortgage means any deed of
trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure
debt, leasehold deed to secure debt or other document creating a Lien on Real
Estate or any interest in Real Estate.  Multiemployer Plan means
any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of
ERISA, as to which any ERISA Affiliate incurs or otherwise has any obligation
or liability, contingent or otherwise.  National Flood Insurance
Program means the program created by the U.S. Congress pursuant to the
National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of
1973, as revised by the National Flood Insurance Reform Act of 1994, that
mandates the purchase of flood insurance to cover real property improvements
located in Special Flood Hazard Areas in participating communities and provides
protection to property owners through a federal insurance program.  Net Orderly Liquidation
Value means the cash proceeds of Inventory which could be obtained in an
orderly liquidation (net of all liquidation expenses, costs of sale, operating
expenses and retrieval and related costs), as determined pursuant to the most
recent third-party appraisal of such Inventory delivered to Administrative
Agent by an appraiser reasonably acceptable to the Co-Collateral Agents.  Net Proceeds means
proceeds in cash, checks or other cash equivalent financial instruments
(including Cash Equivalents) as and when received by the Person making a
Disposition and insurance proceeds received on account of an Event of Loss, net
of:  (a) in the event of a
Disposition (i) the direct costs relating to such Disposition excluding
amounts payable to a Borrower or any Affiliate of a Borrower, (ii) sale,
use or other transaction taxes paid or payable as a result thereof and actual
tax obligations in respect of any gain on any such Disposition and (iii) amounts
required to be applied to repay principal, interest and prepayment premiums and
penalties on Indebtedness secured by a Lien on the asset which is the subject
of such Disposition and (b) in the event of an Event of Loss, (i) all
money actually applied to repair or reconstruct the damaged Property or
Property affected by the condemnation or taking, (ii) all of the costs and
expenses reasonably incurred in connection with the collection of such
proceeds, award or other payments, and (iii) any amounts retained by or
paid to parties having superior rights to such proceeds, awards or other
payments.  NOLV Factor means, as of
the date of the appraisal of Inventory most recently received by Administrative
Agent, the quotient of the Net Orderly Liquidation Value of  138


Inventory
divided by the book value of Inventory, expressed as a percentage.  The NOLV Factor will be increased or reduced
promptly upon receipt by Administrative Agent of each updated appraisal.  Non-Funding Lender means
any Lender (a) that has failed to fund any payments required to be made by
it under the Loan Documents within two (2) Business Days after any such
payment is due, (b) that has given verbal or written notice to a Borrower,
Administrative Agent or any Lender or has otherwise publicly announced that
such Lender believes it will fail to fund all payments required to be made by
it or fund all purchases of participations required to be funded by it under
this Agreement and the other Loan Documents, (c) as to which
Administrative Agent has a good faith belief that such Lender or an Affiliate
of such Lender has defaulted in fulfilling its obligations (as a lender, agent
or letter of credit issuer) under syndicated credit facilities generally or (d) with
respect to which one or more Lender-Related Distress Events has occurred with
respect to such Person or any Person that directly or indirectly controls such
Lender and Administrative Agent has determined that such Lender may become a
Non-Funding Lender.  For purposes of this
definition, control of a Person shall have the same meaning as in the second
sentence of the definition of Affiliate.  Non-U.S. Lender Party
means each of Administrative Agent, each Lender, each L/C Issuer, each SPV and
each participant, in each case that is not a United States person as defined in
Section 7701(a)(30) of the Code.  Note means any Revolving
Note or Swingline Note and Notes means all such Notes.  Note Documents means,
collectively, the Existing Note Documents and the High Yield Note Documents.  Notice of Borrowing means
a notice given by the Borrower Representative to Administrative Agent pursuant
to Section 1.5, in substantially the form of Exhibit 11.1(c) hereto.  Noticed Bank Product means any Bank Product provided by a
Co-Collateral Agent or any of their respective Affiliates and any other Bank
Product for which the applicable Bank Product Provider (a) has disclosed
to Administrative Agent prior to the Closing Date (which disclosure shall
comply with the information provisions set forth in the definition of Bank
Products) or (b) shall have complied with the notice and other
information provisions set forth in the definition of Bank Products.  Obligations means all
Loans, and other Indebtedness, advances, debts, liabilities, obligations,
covenants and duties owing by any Credit Party to any Lender, any Agent, any
L/C Issuer, any Secured Swap Provider, any Bank Product Provider or any other
Person required to be indemnified, that arises under any Loan Document or any
Secured Rate Contract or with respect to any Bank Product, whether or not for
the payment of money, whether arising by reason of an extension of credit,
loan, guaranty,  139


indemnification
or in any other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired.  Ordinary Course of Business
means, in respect of any transaction involving any Person, the ordinary course
of such Persons business, as conducted by any such Person in accordance with
past practice and undertaken by such Person in good faith and not for purposes
of evading any covenant or restriction in any Loan Document.  Organization Documents
means, (a) for any corporation, the certificate or articles of
incorporation, the bylaws, any certificate of determination or instrument
relating to the rights of preferred shareholders of such corporation and any
shareholder rights agreement, (b) for any partnership, the partnership
agreement and, if applicable, certificate of limited partnership, (c) for
any limited liability company, the operating agreement and articles or
certificate of formation or (d) any other document setting forth the
manner of election or duties of the officers, directors, managers or other
similar persons, or the designation, amount or relative rights, limitations and
preference of the Stock of a Person.  Patents means all rights,
title and interests (and all related IP Ancillary Rights) arising under any
Requirement of Law in or relating to letters patent and applications therefor.  Patriot Act means the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as amended.  PBGC means the United
States Pension Benefit Guaranty Corporation any successor thereto.  Permits means, with respect
to any Person, any permit, approval, authorization, license, registration,
certificate, concession, grant, franchise, variance or permission from, and any
other Contractual Obligations with, any Governmental Authority, in each case
whether or not having the force of law and applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.  Permitted Acquisition
means any Acquisition by (i) a Credit Party of substantially all of the
assets, business or division of a Target, which assets are located in the
United States or Canada or any Province of Canada or (ii) a Credit Party
of 100% of the Stock and Stock Equivalents of a Target organized under the laws
of any State in the United States or the District of Columbia or Canada, in
each case, to the extent that each of the following conditions shall have been
satisfied:  (a)to the extent
the Acquisition will be financed in whole or in part with the proceeds of any
Loan, the conditions set forth in Section 2.2 shall have been
satisfied;  140


(b)(1) the
Borrower Representative shall have notified Administrative Agent of such
proposed Acquisition at least ten (10) days prior to the consummation
thereof, and (2) with respect to any such Acquisition (or series of
related Acquisitions) involving consideration in excess of $25,000,000, (i) Administrative
Agent shall have received complete executed or conformed copies of each
material document, instrument and agreement executed by a Credit Party in
connection with such Acquisition not more than twenty (20) Business Days after
such Acquisition (or such longer period as may be agreed to by Administrative
Agent in its sole discretion), and (ii) not less that five (5) Business
Days prior to such Acquisition, the Borrower Representative shall have
delivered to Administrative Agent pro forma financial statements of GGC and its
Subsidiaries after giving effect to the consummation of such Acquisition;  (c)the Borrowers and
their Subsidiaries (including any new Subsidiary) shall execute and deliver the
agreements, instruments and other documents required by Section 4.13
and, unless prohibited under the applicable acquisition documents,
Administrative Agent shall have received, for the benefit of the Secured
Parties, a collateral assignment of the sellers representations, warranties
and indemnities to the Borrowers or any of their Subsidiaries under the
acquisition documents;  (d)such
Acquisition shall not be hostile and shall have been approved by the board of
directors (or other similar body) and/or the stockholders or other
equityholders of the Target;  (e)no Default or
Event of Default shall then exist or would exist after giving effect thereto;  (f)Excess
Availability shall be not less than $100,000,000 on a pro forma basis after
giving effect to such Acquisition;  (g)Reserved;  (h)the total
consideration paid or payable (including without limitation, all transaction
costs, assumed Indebtedness and Liabilities incurred, assumed or reflected on a
consolidated balance sheet of the Credit Parties and their Subsidiaries after
giving effect to such Acquisition and the maximum amount of all deferred
payments) for all Acquisitions consummated during the term of this Agreement
shall not exceed $50,000,000 in the aggregate for all such Acquisitions
(provided no such cap shall apply if Excess Availability would have exceeded
$125,000,000 at all times during the 30 days immediately preceding the
incurrence thereof (pro forma after giving effect to such Acquisition);  (i)the
Consolidated EBITDA of the Target and its Subsidiaries, subject to pro forma
adjustments made in a manner consistent with the calculation of the Fixed
Charge Coverage Ratio as set forth in Section 6.1, for the most
recent four quarters prior to the acquisition date for which financial
statements are available, greater than zero;  141


(j)the business,
assets or division acquired are for use, or the Target is engaged in a business
that is substantially similar to the businesses conducted by the Credit Parties
on the Closing Date, and business activities reasonably related, ancillary or
complementary thereto; and  (k)Administrative
Agent shall have received a certificate of a Responsible Officer of the
Borrower Representative demonstrating that the Consolidated Fixed Charge
Coverage Ratio exceeds 1.25 to 1.00 (calculated for the fiscal month most
recently ended prior to the consummation of such Acquisition for which
financial statements have been delivered pursuant to Section 4.1, on a pro
forma basis after giving effect to such Acquisition).  Notwithstanding the
foregoing, no Accounts or Inventory acquired by a Credit Party in a Permitted
Acquisition shall be included as Eligible Accounts or Eligible Inventory until
a field examination (and, if required by the Co-Collateral Agents, an Inventory
appraisal) with respect thereto has been completed to the satisfaction of the
Co-Collateral Agents, including the establishment of Reserves required in the
Co-Collateral Agents Permitted Discretion; provided that field examinations
and appraisals in connection with Permitted Acquisitions shall not count
against the limited number of field examinations or appraisals for which
expense reimbursement may be sought.  Permitted Discretion means
a determination made in good faith and in the exercise of commercially
reasonable (from the perspective of a secured asset-based lender) business
judgment; provided that in the case of the imposition of Reserves, the amount
of such Reserves will have a reasonable relationship to the event, condition or
other matter that is the basis for such Reserves in the reasonable judgment of
the applicable Person and shall be established in good faith without
duplication for items already excluded from Eligible Accounts or Eligible
Inventory, as the case may be.  Permitted Refinancing
means Indebtedness issued or given in exchange for, or the proceeds of which
are used to, extend, refinance, renew, replace or refund Indebtedness permitted
under subsection 5.5(c), 5.5(d), 5.5(g) or 5.5(h) that
(a) has an aggregate outstanding principal amount not greater than the
aggregate principal amount of the Indebtedness being refinanced or extended, (b) has
a weighted average maturity (measured as of the date of such refinancing or
extension) and maturity no shorter than that of the Indebtedness being
refinanced or extended, (c) is not entered into as part of a sale
leaseback transaction, (d) is not secured by a Lien on any assets other
than the collateral securing the Indebtedness being refinanced or extended, (e) the
obligors of which are the same as the obligors of the Indebtedness being
refinanced or extended and (f) is otherwise on terms not less favorable in
any material respect to the Credit Parties, taken as a whole, than those of the
Indebtedness being refinanced or extended.  Permitted Reorganization
means one or more of the steps described in Schedule 5.23;  142


Person means an
individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture or
Governmental Authority.  Pledged Collateral has the
meaning specified in the US Revolving Guaranty and Security Agreement and shall
include any other Collateral required to be delivered to Administrative Agent
pursuant to the terms of any Collateral Document.  PPSA
means the Personal Property Security Act
(Ontario) and equivalent Canadian provincial legislation.  Prior Claims shall mean all Liens created by applicable law (in
contrast with Liens voluntarily granted) which rank or are capable of ranking
prior or pari passu with Administrative Agents security interests (or
interests similar thereto under applicable law) against all or part of the
Canadian Collateral, including for amounts owing for wages, employee source
deductions, goods and services taxes, sales taxes, harmonized sales taxes,
municipal taxes, workers compensation, Quebec corporate taxes, pension fund
obligations and overdue rents., including without limitation pursuant to the
Civil Code of Quebec.  Prior Lender means
individually and collectively, each of the agents, letter of credit issuers and
lenders under that certain Credit Agreement dated as of October 3, 2006 by
and among the Borrowers, as borrowers thereunder, the various subsidiaries of
the Borrowers party thereto as guarantors, the various financial institutions
party thereto as lenders, and Bank of America, N.A., as administrative agent
(as amended).  Property means any
interest in any kind of property or asset, whether real, personal or mixed, and
whether tangible or intangible.  Rate Contracts means swap
agreements (as such term is defined in Section 101 of the Bankruptcy Code)
and any other agreements or arrangements designed to provide protection against
fluctuations in interest or currency exchange rates or commodity contracts.  Real Estate means any Real
Estate owned, leased, subleased or otherwise operated or occupied by any Credit
Party or any Subsidiary of any Credit Party.  Receivables Securitization
Program means the receivable program of GGC and certain of its Subsidiaries
evidence by (i)that
certain Amended and Restated Receivables Sale and Servicing Agreement dated as
of March 17, 2009 by and among GGC and the other originators party
thereto, GGRC Corp., as buyer, and GGC, as servicer, and (ii) that certain
Second Amended and Restated Receivables Purchase Agreement dated as of March 17,
2009 by and among GGRC Corp., as seller,General Electric Capital
Corporation, as administrative agent, and the financial institutions signatory
thereto from time to time, as purchasers.  143


Related Persons means,
with respect to any Person, each Affiliate of such Person and each director,
officer, employee, agent, trustee, representative, attorney, accountant and each
insurance, environmental, legal, financial and other advisor (including those
retained in connection with the satisfaction or attempted satisfaction of any
condition set forth in Article II) and other consultants and agents
of or to such Person or any of its Affiliates.  Related Transactions means
the issuance of the High Yield Notes.  Releases means any
release, threatened release, spill, emission, leaking, pumping, pouring,
emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Material into or through the
environment.  Remedial Action means all
actions required to (a) clean up, remove, treat or in any other way
address any Hazardous Material in the indoor or outdoor environment, (b) prevent
or minimize any Release so that a Hazardous Material does not migrate or
endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment or (c) perform pre remedial studies and investigations
and post-remedial monitoring and care with respect to any Hazardous Material.  Required Lenders means, at
any time, Lenders owed or holding at least a majority in interest of the
Aggregate Revolving Commitment at such time or, if the Commitments shall not be
in effect at such time, the Loans and Letter of Credit Obligations outstanding
at such time; provided, however, that if any Lender shall be a Non-Funding
Lender at such time, there shall be excluded from the determination of Required
Lenders at such time all Loans, Commitments and Letter of Credit Obligations of
such Revolving Lender at such time; provided
further, (a) at any time that there are two or more Lenders, Required
Lenders shall include at least two Lenders and (b) each Lender and its
Affiliates shall be counted as one Lender.  For purposes of this definition, the
aggregate principal amount of Swing Loans owing to any Swingline Lender, the
aggregate amount of Letter of Credit Obligations owing to the L/C Issuers shall
be considered to be owed to the Revolving Lenders ratably in accordance with
their Commitment Percentages.  Requirement of Law means,
as to any Person, any law (statutory or common), ordinance, treaty, rule,
regulation, order, policy, other legal requirement or determination of an
arbitrator or of a Governmental Authority, in each case applicable to or
binding upon such Person or any of its Property or to which such Person or any
of its Property is subject.  Reserves means, with
respect to the Domestic Borrowing Base or the Canadian Borrowing Base (a) reserves
established by the Co-Collateral Agents from time to time against Eligible
Accounts pursuant to Section 1.13 and Eligible Inventory pursuant
to Section 1.14, and (b) such other reserves (including on
account of Prior Claims) against Eligible Accounts or Eligible Inventory that
the Co-Collateral Agents may, in their  144


Permitted
Discretion, establish from time to time. 
Without limiting the generality of the foregoing, Reserves established
to ensure the payment of accrued interest expenses or Indebtedness or in
respect of Prior Claims shall be deemed to be an exercise of the Co-Collateral
Agents Permitted Discretion.  Responsible Officer means
the chief executive officer, corporate secretary, the president, the
controller, the chief financial officer. the treasurer or the general counsel
of a Borrower or Borrower Representative, as applicable, or any other officer
having substantially the same authority and responsibility; or, with respect to
compliance with financial covenants or delivery of financial information, the
chief financial officer, the controller or the treasurer of a Borrower or
Borrower Representative, as applicable, or any other officer having
substantially the same authority and responsibility.  Revolving Lender means
each Lender with a Revolving Loan Commitment (or if the Revolving Loan
Commitments have terminated, who hold Revolving Loans or participations in
Swing Loans.)  Revolving Note means a
promissory note of the Borrowers payable to a Lender in substantially the form
of Exhibit 11.1(d) hereto, evidencing Indebtedness of the
Borrowers under the Revolving Loan Commitment of such Lender.  Revolving Termination Date
means the earlier to occur of:  (a) December 22,
2013; and (b) the date on which the Aggregate Revolving Loan Commitment
shall terminate in accordance with the provisions of this Agreement.  Secured Party means
Administrative Agent, each Lender, each L/C Issuer, each Bank Product Provider,
each other Indemnitee and each other holder of any Obligation of a Credit Party
including each Secured Swap Provider.  Secured Rate Contract
means any Rate Contract (i) between a Borrower and a Secured Swap Provider
or (ii) which Administrative Agent has acknowledged in writing constitutes
a Secured Rate Contract hereunder.  Secured Swap Provider
means (i) a Lender or an Affiliate of a Lender (or a Person who was a
Lender or an Affiliate of a Lender at the time of execution and delivery of a
Rate Contract) who has entered into a Secured Rate Contract with a Borrower, or
(ii) a Person with whom Borrower has entered into a Secured Rate Contract
provided or arranged by GE Capital or an Affiliate of GE Capital, and any
assignee thereof; provided that each Lender was offered an opportunity to
provide such Secured Rate Contract prior to GE Capital or such Affiliate of GE
Capital arranging such Secured Rate Contract.  Software means (a) all
computer programs, including source code and object code versions, (b) all
data, databases and compilations of data, whether machine readable or
otherwise, and (c) all documentation, training materials and
configurations related to any of the foregoing.  145


Solvent means, with
respect to any Person as of any date of determination, that, as of such date, (a) the
value of the assets of such Person (both at fair value and present fair
saleable value) is greater than the total amount of liabilities (including
contingent and unliquidated liabilities) of such Person, (b) such Person
is able to pay all liabilities of such Person as such liabilities mature and (c) such
Person does not have unreasonably small capital.  In computing the amount of contingent or
unliquidated liabilities at any time, such liabilities shall be computed at the
amount that, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.  Special Flood Hazard Area
means an area that FEMAs current flood maps indicate has at least a one
percent (1%) chance of a flood equal to or exceeding the base flood elevation
(a 100-year flood) in any given year.  SPV means any special
purpose funding vehicle identified as such in a writing by any Lender to
Administrative Agent.  Stock means all shares of
capital stock (whether denominated as common stock or preferred stock), equity
interests, beneficial, partnership or membership interests, joint venture
interests, participations or other ownership or profit interests in or
equivalents (regardless of how designated) of or in a Person (other than an
individual), whether voting or non-voting.  Stock Equivalents means
all securities convertible into or exchangeable for Stock or any other Stock
Equivalent and all warrants, options or other rights to purchase, subscribe for
or otherwise acquire any Stock or any other Stock Equivalent, whether or not
presently convertible, exchangeable or exercisable.  Subordinated Indebtedness
means Indebtedness of any Credit Party or any Subsidiary of any Credit Party (i) which
is subordinated to the Obligations as to right and time of payment and as to
other rights and remedies thereunder (ii) which does not mature or require
principal payments to be made at any time prior to the date that is three
months after the Revolving Termination Date and (iii) with respect to
which no amortization payments are required, and having such other terms as
are, in each case, reasonably satisfactory to Administrative Agent.  Subsidiary of a Person
means any corporation, association, limited liability company, partnership,
joint venture or other business entity of which more than fifty percent (50%)
of the voting Stock, is owned or controlled directly or indirectly by the
Person, or one or more of the Subsidiaries of the Person, or a combination
thereof.  Swingline Lender means,
each in its capacity as Swingline Lender hereunder, GE Capital or, upon the
resignation of GE Capital as Administrative Agent hereunder, any Lender (or
Affiliate or Approved Fund of any Lender) that agrees, with the approval of
Administrative Agent (or, if there is no such successor Administrative Agent,
the Required Lenders) and the Borrowers, to act as the Swingline Lender
hereunder.  146


Swingline Note means a
promissory note of the Borrowers payable to the Swingline Lender, in
substantially the form of Exhibit 11.1(e) hereto, evidencing
the Indebtedness of the Borrowers to the Swingline Lender resulting from the
Swing Loans made to the Borrowers by the Swingline Lender.  Target means any Person or
business unit or asset group of any Person acquired or proposed to be acquired
in an Acquisition.  Tax Affiliate means, (a) GGC
its Subsidiaries and (b) any Affiliate of a Borrower with which such
Borrower files or is required to file tax returns on a consolidated, combined,
unitary or similar group basis.  Title IV Plan means a
pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to
which any ERISA Affiliate incurs or otherwise has any obligation or liability,
contingent or otherwise.  Trade Secrets means all
right, title and interest (and all related IP Ancillary Rights) arising under
any Requirement of Law in or relating to trade secrets.  Trademark means all
rights, title and interests (and all related IP Ancillary Rights) arising under
any Requirement of Law in or relating to trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers and, in each
case, all goodwill associated therewith, all registrations and recordations
thereof and all applications in connection therewith.  Treasury Regulation means the
income tax regulations, including temporary regulations, promulgated under the
Code, as such regulations are amended from time to time.  Type means, with respect
to any Revolving Loan, its character as a Base Rate Loan, Canadian Index Rate
Loan or LIBOR Rate Loan.  UCC means the Uniform
Commercial Code as in effect from time to time in the State of New York.  United States and U.S.
each means the United States of America.  U.S. Collateral has the
meaning ascribed to such term in the US Revolving Guaranty and Security
Agreement.  U.S. Dollar Equivalent
means, at any time, (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to any amount denominated in Canadian
Dollars, the equivalent in Dollars of such amount determined by using the rate
of exchange at which Administrative Agent, on the relevant date at or about
12:00 noon (Toronto time), would be prepared to sell, in accordance with
Administrative Agents customary practice for commercial loans being administered
by it.  147


U.S. Lender Party means
each of Administrative Agent, each Lender, each L/C Issuer, each SPV and each
participant, in each case that is a United States person as defined in Section 7701(a)(30)
of the Code.  US Revolving Guaranty and
Security Agreement means that certain U.S. ABL Guaranty and Security
Agreement, dated as of even date herewith, in form and substance reasonably
acceptable to Administrative Agent, made by the Domestic Credit Parties in
favor of Administrative Agent, for the benefit of the Secured Parties, as the
same may be amended, restated and/or modified from time to time.  Utilization means, as of
any day, the percentage obtained by dividing (i) the sum of the U.S. Dollar
Equivalent of (x) the Revolving Loans outstanding plus (y) the Swing
Loans outstanding plus (z) the amount of Letter of Credit Obligations, in
each case, on such day by (ii) the Aggregate Revolving Loan Commitment on
such day.  Wholly-Owned Subsidiary
means any Subsidiary in which (other than directors qualifying shares required
by law) one hundred percent (100%) of the Stock and Stock Equivalents, at the
time as of which any determination is being made, is owned, beneficially and of
record, by any Credit Party, or by one or more of the other Wholly-Owned
Subsidiaries, or both.  11.2Other
Interpretive Provisions.  (a)Defined Terms.  Unless otherwise specified herein or therein,
all terms defined in this Agreement or in any other Loan Document shall have
the defined meanings when used in any certificate or other document made or
delivered pursuant hereto.  The meanings
of defined terms shall be equally applicable to the singular and plural forms
of the defined terms.  Terms (including
uncapitalized terms) not otherwise defined herein and that are defined in the
UCC shall have the meanings therein described.  (b)The Agreement.  The words hereof, herein, hereunder and
words of similar import when used in this Agreement or any other Loan Document
shall refer to this Agreement or such other Loan Document as a whole and not to
any particular provision of this Agreement or such other Loan Document; and
subsection, section, schedule and exhibit references are to this Agreement or
such other Loan Documents unless otherwise specified.  (c)Certain Common
Terms.  The term documents includes
any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced. 
The term including is not limiting and means including without
limitation.  (d)Performance;
Time.  Whenever any performance
obligation hereunder or under any other Loan Document (other than a payment
obligation) shall be stated to be due or required to be satisfied on a day
other than a Business Day, such performance shall be made or satisfied on the
next succeeding Business Day.  In the  148


computation
of periods of time from a specified date to a later specified date, the word from
means from and including; the words to and until each mean to but
excluding, and the word through means to and including.  If any provision of this Agreement or any
other Loan Document refers to any action taken or to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be
interpreted to encompass any and all means, direct or indirect, of taking, or
not taking, such action.  (e)Contracts.  Unless otherwise expressly provided herein or
in any other Loan Document, references to agreements and other contractual
instruments, including this Agreement and the other Loan Documents, shall be
deemed to include all subsequent amendments, thereto, restatements and
substitutions thereof and other modifications and supplements thereto which are
in effect from time to time, but only to the extent such amendments and other
modifications are not prohibited by the terms of any Loan Document.  (f)Laws.  References to any statute or regulation are
to be construed as including all statutory and regulatory provisions related
thereto or consolidating, amending, replacing, supplementing or interpreting
the statute or regulation.  11.3Accounting
Terms and Principles.  All
accounting determinations required to be made pursuant hereto shall, unless
expressly otherwise provided herein, be made in accordance with GAAP.  No change in the accounting principles used
in the preparation of any financial statement hereafter adopted by the
Borrowers shall be given effect for purposes of measuring compliance with any
provision of Article V or VI unless the Borrowers,
Administrative Agent and the Required Lenders agree to modify such provisions
to reflect such changes in GAAP and, unless such provisions are modified, all
financial statements, Compliance Certificates and similar documents provided
hereunder shall be provided together with a reconciliation between the
calculations and amounts set forth therein before and after giving effect to
such change in GAAP.  Notwithstanding any
other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and
ratios referred to in Article V and Article VI shall be
made, without giving effect to any election under ASC Subtopic 825-10 (or any
other Financial Accounting Standard having a similar result or effect) to value
any Indebtedness or other liabilities of any Credit Party or any Subsidiary of
any Credit Party at fair value.  A
breach of a financial covenant contained in Article VI shall be
deemed to have occurred as of any date of determination by Administrative Agent
or as of the last day of any specified measurement period, regardless of when
the financial statements reflecting such breach are delivered to Administrative
Agent.  11.4Payments.  Administrative Agent may set up standards and
procedures to determine or redetermine the equivalent in Dollars of any amount
expressed in any currency other than Dollars and otherwise may, but shall not
be obligated to, rely on any determination made by any Credit Party or any L/C
Issuer.  Any such determination or
redetermination by Administrative Agent shall be conclusive and binding for all
purposes, absent manifest error.  No
determination or redetermination by any Secured  149


Party
or any Credit Party and no other currency conversion shall change or release
any obligation of any Credit Party or of any Secured Party (other than
Administrative Agent and its Related Persons) under any Loan Document, each of
which agrees to pay separately for any shortfall remaining after any conversion
and payment of the amount as converted. 
Administrative Agent may round up or down, and may set up appropriate
mechanisms to round up or down, any amount hereunder to nearest higher or lower
amounts and may determine reasonable de minimis payment thresholds.  11.5Several
Obligations of the Canadian Credit Parties.  Notwithstanding any provision contained in
this Agreement or any other Loan Document, neither the Canadian Borrower nor
any Canadian Subsidiary of GGC shall be responsible for or be deemed to have
guaranteed any Obligations of any Domestic Credit Party under this Agreement or
under any of the other Loan Documents.  [Signature Pages Follow.]  150


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.  BORROWERS:GEORGIA
  GULF CORPORATIONBy:
  /s/
  Gregory ThompsonName:
  Gregory ThompsonTitle:
  Chief Executive OfficerROYAL GROUP, INC. GROUPE ROYAL, INC.By:
  /s/
  Gregory ThompsonName:
  Gregory ThompsonTitle:
  Chief Financial OfficerBORROWER
  REPRESENTATIVE:GEORGIA
  GULF CORPORATIONBy:
  /s/
  Gregory ThompsonName: Gregory ThompsonTitle: Chief Financial
  Officer  [Signature Page to Credit
Agreement]


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.  GEORGIA GULF
  CHEMICALS & VINYLS, LLCGEORGIA GULF LAKE
  CHARLES, LLCROYAL MOULDINGS LIMITEDROYAL WINDOW AND DOOR
  PROFILES PLANT 13 INC.ROYAL WINDOW AND DOOR
  PROFILES PLANT 14 INC.ROYAL OUTDOOR PRODUCTS,
  INC.PLASTIC TRENDS, INC.ROYAL GROUP SALES (USA)
  LIMITEDROME DELAWARE CORP.ROYAL PLASTICS GROUP
  (USA) LIMITEDROME ACQUISITION
  HOLDING CORP.By:
  /s/
  Gregory ThompsonName:
  Gregory ThompsonTitle:
  Vice President  [Signature Page to Credit
Agreement]


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.  GENERAL
  ELECTRIC CAPITAL CORPORATION,as
  Administrative Agent and Co-Collateral Agent and as a Lender and Swingline
  LenderBy:
  /s/
  Patrick LeeName:
  Patrick LeeTitle:
  Duly Authorized Signatory  [Signature Page to Credit
Agreement]


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.  ALAIN
  CÔTÉ, acting solely in his capacity as trustee of THE ROYBRIDGE FINANCING
  TRUST / LA FIDUCIE DE FINANCEMENT ROYBRIDGEBy:
  /s/
  Alain CôtéName:
  Alain CôtéTitle:
  Sole Trustee  [Signature Page to Credit
Agreement]


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.  BARCLAYS
  BANK PLC,as
  a LenderBy:
  /s/
  Sam YooName:
  Sam YooTitle: Assistant Vice
  President  [Signature Page to Credit
Agreement]


WACHOVIA
  CAPITAL FINANCE CORPORATION (NEW ENGLAND),as
  Co-Syndication Agent and as a LenderBy:
  /s/
  Katherine HouserName:
  Katherine HouserTitle:
  Director  [Signature Page to Credit
Agreement]