AGREEMENT BY THE OBLIGORS,
AGENT AND REQUISITE LENDERS;
(B)
BORROWER SHALL HAVE DELIVERED SUCH OTHER
DOCUMENTS AS AGENT MAY HAVE REASONABLY REQUESTED;
(C)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING; AND
(D)
BEACON CANADA, CANADIAN FACILITY AGENT AND
CANADIAN FACILITY LENDERS SHALL HAVE ENTERED INTO AN AMENDMENT TO THE CANADIAN
FACILITY CREDIT AGREEMENT AND THE CANADIAN FACILITY INTERCREDITOR AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO AGENT, TOGETHER WITH A REAFFIRMATION BY
HOLDINGS AND BY EACH OBLIGOR OF THEIR RESPECTIVE OBLIGATIONS UNDER THE CANADIAN
FACILITY LOAN DOCUMENTS TO WHICH IT IS A PARTY.
4.
REPRESENTATIONS AND WARRANTIES.
TO
INDUCE AGENT AND LENDERS TO ENTER INTO THIS AGREEMENT, OBLIGORS REPRESENT AND
WARRANT TO AGENT AND LENDERS:
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(A)
THAT THE LOAN PARTIES HAVE ALL REQUISITE
ORGANIZATIONAL POWER AND AUTHORITY TO ENTER INTO, AND CARRY OUT THE TRANSACTIONS
CONTEMPLATED BY, THIS AGREEMENT AND ALL OTHER AGREEMENT AND DOCUMENTS EXECUTED
IN CONNECTION THEREWITH TO WHICH SUCH LOAN PARTIES ARE PARTIES.
(B)
THAT THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS EXECUTED IN CONNECTION
THEREWITH HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON THE PART OF THE
LOAN PARTIES WHICH ARE PARTIES THERETO AND THAT THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY BORROWER;
(C)
THAT EACH OF THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 4 OF THE LOAN AGREEMENT (OTHER THAN THOSE WHICH,
BY THEIR TERMS, SPECIFICALLY ARE MADE AS OF CERTAIN DATE PRIOR TO THE DATE
HEREOF) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF; AND
(D)
THAT, AFTER GIVING EFFECT TO THIS AGREEMENT,
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
5.
SEVERABILITY.
ANY PROVISION OF THIS
AGREEMENT HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
UNENFORCEABLE SHALL NOT IMPAIR OR INVALIDATE THE REMAINDER OF THIS AGREEMENT AND
THE EFFECT THEREOF SHALL BE CONFINED TO THE PROVISION SO HELD TO BE INVALID OR
UNENFORCEABLE.
6.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN
ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL BE ONE AND THE SAME INSTRUMENT.
7.
RATIFICATION.
EXCEPT AS EXPRESSLY SET
FORTH HEREIN, THE TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT SHALL NOT BE
DEEMED TO BE A MODIFICATION OR WAIVER OF ANY TERM OR CONDITION OF THE LOAN
AGREEMENT.
THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT, AS AMENDED HEREBY,
AND THE OTHER LOAN DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN
FULL FORCE AND EFFECT AND ALL COLLATERAL ENCUMBERED BY ANY OF THE LOAN DOCUMENTS
WILL CONTINUE TO SECURE, TO THE FULLEST EXTENT POSSIBLE, THE PAYMENT AND
PERFORMANCE OF ALL OBLIGATIONS UNDER OR IN RESPECT OF THE LOAN AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above
BEACON SALES ACQUISITION,