LOAN AND SECURITY AGREEMENT by and among A.M. CASTLE & CO. TRANSTAR METALS CORP. ADVANCED FABRICATING TECHNOLOGY, LLC OLIVER STEEL PLATE CO. PARAMONT MACHINE COMPANY, LLC TOTAL PLASTICS, INC. and TUBE SUPPLY, LLC (as US Borrowers) and A.M. CASTLE &...

Exhibit 10.4

[EXECUTION FINAL]

LOAN AND SECURITY AGREEMENT

by and among

A.M. CASTLE & CO.

TRANSTAR METALS CORP.

ADVANCED FABRICATING TECHNOLOGY, LLC

▇▇▇▇▇▇ STEEL PLATE CO.

PARAMONT MACHINE COMPANY, LLC

TOTAL PLASTICS, INC.

and

TUBE SUPPLY, LLC

(as US Borrowers)

and

A.M. CASTLE & CO. (CANADA) INC.

and

TUBE SUPPLY CANADA ULC

(as Canadian Borrowers)

and

TRANSTAR INVENTORY CORP.

and

KEYSTONE TUBE COMPANY, LLC

(as US Guarantors)

and

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

(as a Lender and as Administrative Agent)

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

(as Lenders)

and

JEFFERIES FINANCE LLC

and

▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC

(as Joint Lead Arrangers)

and

JEFFERIES FINANCE LLC

(as Syndication Agent and Bookrunner)

and

BANK OF AMERICA, N.A.

and

REGIONS BUSINESS CAPITAL, A DIVISION OF REGIONS BANK

(as Co-Documentation Agents)

December 15, 2011

TABLE OF CONTENTS

i

ii

iii

iv

v

vi

List of Exhibits and Schedules

Exhibits

Schedules

i

LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated December 15, 2011, is entered into by and among A.M. CASTLE & CO., a corporation organized under the laws of the state of Maryland (“Parent” as hereinafter further defined), TRANSTAR METALS CORP., a corporation organized under the laws of the state of Delaware (“Transtar Metals”), ADVANCED FABRICATING TECHNOLOGY, LLC, a limited liability company organized under the laws of the state of Delaware (“AFT”), ▇▇▇▇▇▇ STEEL PLATE CO., a corporation organized under the laws of the state of Delaware (“▇▇▇▇▇▇ Steel”), PARAMONT MACHINE COMPANY, LLC, a limited liability company organized under the laws of the state of Delaware (“Paramont”), TOTAL PLASTICS, INC., a corporation organized under the laws of the state of Michigan (“TPI”), TUBE SUPPLY, LLC, a limited liability company organized under the laws of the state of Texas (“Tube Texas” as hereinafter further defined; and together with Parent, Transtar Metals, AFT, ▇▇▇▇▇▇ Steel, Paramont, TPI and any other Person that is organized or formed under the laws of the United States that at any time after the date hereof becomes a US Borrower, each a “US Borrower” and collectively, the “US Borrowers” as hereinafter further defined), A.M. CASTLE & CO. (CANADA) INC., a corporation organized under the laws of the province of Ontario, Canada (“Castle Canada” as hereinafter further defined), TUBE SUPPLY CANADA ULC, an Alberta unlimited company organized under the laws of the province of Alberta, Canada (“Tube Canada” as hereinafter further defined; and together with Castle Canada and any other Person that is organized or formed under the laws of Canada or any province thereof that at any time after the date hereof becomes a Canadian Borrower, each a “Canadian Borrower” and collectively, the “Canadian Borrowers” as hereinafter further defined; and together with the US Borrowers, each a “Borrower” and collectively, the “Borrowers” as hereinafter further defined), the other Loan Parties party hereto, the lenders which are now or which hereafter become a party hereto (each a “Lender” and collectively, the “Lenders”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, “▇▇▇▇▇ Fargo” as hereinafter further defined), in its capacity as administrative agent and collateral agent (▇▇▇▇▇ Fargo, in such capacities, the “Agent” as hereinafter further defined) for Secured Parties (as hereinafter defined).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Loan Parties, Lenders and Agent hereby agree as follows:

1.                                      DEFINITIONS.

1.1                               Accounting Terms.

As used in this Agreement, the Note(s), any Other Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP.

1.2                               General Terms.

For purposes of this Agreement the following terms shall have the following meanings:

“Accountants” shall have the meaning set forth in Section 9.7.

“Accounts” shall mean and include as to each Loan Party, all of such Loan Party’s “accounts” as defined in the UCC, whether now owned or hereafter acquired including, without limitation all present and future rights of such Loan Party to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with any such card.

“Acquired Company” shall mean, collectively, Tube Texas and Tube Canada.

“Acquisition Costs” shall mean all fees, costs and expenses, stamp, registration and other Taxes incurred by the Loan Parties in connection with this Agreement, the Other Documents and the Related Agreements.

“Acquisition Pro Forma” shall have the meaning set forth in the definition of Permitted Acquisition.

“Administrative Borrower” shall mean Parent, in its capacity as Administrative Borrower on behalf of itself and the other Borrowers pursuant to Section 2.19 hereof, and its successors and assigns in such capacity.

“Advances” shall mean the Revolving Advances (including without limitation the Protective Advances) and Swingline Advances, or any of them as the context implies.

“Advance Rates” shall mean the lending formula percentages set forth in the definition of Borrowing Base.

“Affiliate” of any Person shall mean (a) any Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, executive officer or member of the senior management (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above.  For purposes of this definition, control of a Person shall mean the power, direct or indirect, (A) to vote ten (10%) percent or more of the Equity Interests having ordinary voting power for the election of directors or managers (or other comparable body) of such Person, or (B) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Loan and Security Agreement, as amended, restated, modified and supplemented from time to time.

“Applicable Margin” for each type of Advance and for the Applicable Unutilized Commitment Fee shall mean, at any time:

2

(a)                                  subject to clause (b) below, the applicable percentage (on a per annum basis) set forth in the chart below as to Base Rate Loans and for LIBOR Rate Loans, respectively, and with respect to the Unutilized Commitment Fee payable under Section 3.3(a) hereof, that will result, in accordance with such chart, if the Quarterly Average Undrawn Availability for the immediately preceding calendar quarter is in an amount within the range indicated in the chart below for such percentage:

(a)                                  For the period from and including the Closing Date to but excluding the first Adjustment Date (as defined below), the Applicable Margin shall be set at Level II in the table above.  Thereafter, the Applicable Margin for each type of Advance and the Unutilized Commitment Fee shall be (i) adjusted as of April 1, 2012 and the first (1st) day of each calendar quarter thereafter (i.e., the first (1st) day of each of July, September, January, and April), based upon the Borrowing Base Certificates delivered to Agent, in accordance with Section 9.2(c), with respect to the months comprising the immediately preceding calendar quarter (each an “Adjustment Date”), commencing with the delivery by Administrative Borrower of the Borrowing Base Certificates in each of the months comprising the calendar quarter ending March 31, 2012, and (ii) based upon the calculation by Agent of Quarterly Average Undrawn Availability for such calendar quarter.  In the event that any Borrowing Base Certificate is not provided to the Agent in accordance with Section 9.2(c), the Applicable Margin for each type of Advance and the Unutilized Commitment Fee for the applicable calendar quarter shall be set at the Applicable Margin for such type of Advance and for the Unutilized Commitment Fee set forth in Level I above as of the first (1st) day of the calendar quarter following the month in which such Borrowing Base Certificate was required to be delivered and shall continue at Level I for such entire calendar quarter and thereafter until the next Adjustment Date, if any.

In the event that at any time after the end of a calendar quarter, the Quarterly Average Undrawn Availability for such calendar quarter used for the determination of the Applicable Margin was less than the actual amount of the Quarterly Average Undrawn Availability for such calendar quarter, the Applicable Margin for such prior calendar quarter shall be adjusted to the applicable percentage based on such actual Quarterly Average Undrawn Availability and any additional interest and Unutilized Commitment Fee for the applicable period as a result of such recalculation shall be promptly paid to Agent.  In the event that the Quarterly Average Undrawn Availability for such

3

calendar quarter used for the determination of the Applicable Margin was greater than the actual amount of the Quarterly Average Undrawn Availability, the Applicable Margin for such prior calendar quarter shall be adjusted to the applicable percentage based on such actual Quarterly Average Undrawn Availability and any reduction in interest and Unutilized Commitment Fee for the applicable period as a result of such recalculation shall be promptly credited to the loan account of Borrowers.  The foregoing shall not be construed to limit the rights of Agent or Lenders with respect to the amount of interest payable after a Default or Event of Default, whether based on such recalculated percentage or otherwise.

“Approved Fund” shall mean (a) any fund, trust or similar entity that invests in commercial loans in the ordinary course of business and is advised or managed by (i) a Lender, (ii) a Controlled Affiliate of a Lender, (iii) the same investment advisor that manages a Lender or (iv) a Controlled Affiliate of an investment advisor that manages a Lender or (b) any finance company, insurance company or other financial institution which temporarily warehouses loans for any Lender or any Person described in clause (a) above.

“Authority” shall have the meaning set forth in Section 4.18(d).

“BA Rate” shall mean (a) for a Lender that is a Schedule I chartered bank under the Bank Act (Canada), the CDOR Rate, and (b) for any other Lender, the discount rate at which such Lender is prepared to purchase bankers’ acceptances (such rate not to exceed the CDOR Rate plus one-tenth of one (0.10%) percent).

“BA Rate Loan” shall mean an Advance that bears interest based on the BA Rate.

“Bank Product Agreement” shall mean any agreement for any service or facility extended to any Loan Party or any of its Subsidiaries by a Bank Product Provider including:  (a) credit cards, (b) debit cards, (c) purchase cards or stored value cards, (d) credit card, debit card and purchase card processing services, (e) treasury, cash management or related services (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and the Large Value Transfer System operated by the Canadian Payments Association for the processing of electronic funds), (f) cash management, including controlled disbursement, accounts or services, (g) return items, netting, overdraft and interstate depositary network services or (h) Hedging Agreements.

“Bank Product Obligations” shall mean and include all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Loan Party or any of its Subsidiaries to a Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that any Loan Party is obligated to reimburse to a Bank Product Provider as a result of such Person purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to any Loan Party or any of its Subsidiaries pursuant to the Bank Product Agreements.

“Bank Product Provider” shall mean (a) ▇▇▇▇▇ Fargo or any of its Affiliates, (b) any Lender or any Affiliate of any Lender, or (c) any other financial institution (which, in the case of any other

4

financial institution in clause (c), to the extent approved by Agent in its Permitted Discretion) that provides any Bank Products to any Loan Party.

“Bankruptcy Code” shall have the meaning set forth in Section 2.16(a).

“Base Rate” shall mean, for any day (or if such day is not a Business Day, the immediately preceding Business Day), (a) for US Base Rate Loans, a rate per annum (rounded upward, if necessary, to the next 1/100th of one (1%) percent) equal to the greatest of (i) the rate of interest announced, from time to time, within ▇▇▇▇▇ Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of ▇▇▇▇▇ Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as ▇▇▇▇▇ Fargo may designate, (ii) the Federal Funds Effective Rate in effect on such day plus one-half of one (0.50%) percent, and (iii) the LIBOR Rate for a LIBOR Loan with a three (3) month interest period plus one (1%) percent (the greatest of clauses (a)(i), (a)(ii) and (a)(iii) being referred to as the “US Base Rate”), and (b) for Canadian Base Rate Loans, a rate per annum (rounded upward, if necessary, to the next 1/100th of one (1%) percent) equal to the greater of (i) prime lending rate as quoted by a Schedule I bank in Canada designated from time to time in writing by Agent (“Canadian Prime Rate”) and (ii) the BA Rate (using a maturity of thirty (30) days) quoted from time to time, plus one (1%) percent (the greater of clauses (b)(i) and (b)(ii) being referred to as the “Canadian Base Rate”).  If the Agent shall have determined in its reasonable discretion (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Base Rate shall be determined without regard to clause (a)(ii) of this definition until the circumstances giving rise to such inability no longer exist.  Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, the LIBOR Rate, the Canadian Prime Rate or the BA Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, the LIBOR Rate, the Canadian Prime Rate or the BA Rate, respectively.

“Base Rate Loans” shall mean (a) with respect to the US Borrowers, US Base Rate Loans, and (b) with respect to Canadian Borrowers, Canadian Base Rate Loans.

“Benefited Lender” shall have the meaning set forth in Section 2.12(f).

“Blocked Accounts” shall have the meaning set forth in Section 4.14(h).

“Borrower” or “Borrowers” shall have the meanings set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Borrowers’ Account” shall mean, collectively, the US Borrowers’ Account and the Canadian Borrowers’ Account.

“Borrowing Base” shall mean the sum of the US Borrowing Base and the Canadian Borrowing Base.

5

“Borrowing Base Certificate” shall mean a “daily collateral report” duly executed by a Responsible Officer of Administrative Borrower appropriately completed and in substantially the form of Exhibit A, as such form may from time to time be modified by Agent (in consultation with Administrative Borrower) in a manner consistent with the terms of this Agreement.

“Business Day” shall mean any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of the State of New York or, with respect to the Canadian Base Rate Loans only, the Province of Ontario, Canada (or, in the case of Canadian Base Rate Loans bearing interest at the CDOR Rate, in Toronto, Ontario), and shall include a day on which Agent is open for the transaction of business; except, that, if a determination of a Business Day shall relate to any LIBOR Rate Loans, the term Business Day shall also exclude any day on which banks are closed for dealings in dollar deposits in the London interbank market or other applicable LIBOR market.

“CAM Exchange” shall have the meaning set forth in Section 11.6 of this Agreement.

“CAM Exchange Date” shall have the meaning set forth in Section 11.6 of this Agreement.

“CAM Percentage” shall have the meaning set forth in Section 11.6 of this Agreement.

“Canadian Advances” shall mean Advances made to the Canadian Borrowers.

“Canadian Bank Product Obligations” shall mean and include all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Canadian Loan Party (other than a Canadian Loan Party which is also a US Loan Party) to a Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that any such Canadian Loan Party is obligated to reimburse to a Bank Product Provider as a result of such Person purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to any such Canadian Loan Party pursuant to the Bank Product Agreements.

“Canadian Base Rate” shall have the meaning set forth in the definition of Base Rate.

“Canadian Base Rate Loans” shall mean any Advances or portion thereof denominated in Canadian Dollars and on which interest is payable based on the Canadian Base Rate in accordance with the terms hereof.

“Canadian Borrower” or “Canadian Borrowers” shall have the meanings set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Canadian Borrowers’ Account” shall have the meaning set forth in Section 2.7.

“Canadian Borrowing Base” shall mean, at any time, as to Canadian Borrowers, the amount equal to:

(a)                                  eighty-five (85%) percent of Eligible Accounts of Canadian Borrowers, plus

6

(b)                                 the amount equal to the lesser of (i) seventy (70%) percent of the Value of the Eligible Inventory of Canadian Borrowers and (ii) eighty-five (85%) percent of the Net Liquidation Percentage multiplied by the Value of the Eligible Inventory of Canadian Borrowers, minus

(c)                                  Reserves.

“Canadian Cash Equivalents” shall mean any of the following (a) any evidence of Indebtedness issued, guaranteed or insured by the government of Canada or any province, and having terms to maturity of not more than one (1) year from the date of acquisition, (b) certificates of deposit having maturities of not more than one (1) year issued or guaranteed by any Canadian chartered bank and rated A (or the then equivalent grade) or better by Dominion Bond Rating Service, (c) Canadian Dollar denominated bankers acceptances of any Canadian chartered bank and rated A (or the then equivalent grade) or better by Dominion Bond Rating Service having terms to maturity of not more than one (1) year, (d) commercial paper maturing no more than two hundred seventy (270) days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P 1 from ▇▇▇▇▇’▇, (e) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the Government of Canada or any province or issued by any governmental agency thereof maturing within one (1) year or less, and (f) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) above.

“Canadian Collateral” shall mean all Collateral of any Canadian Loan Party.

“Canadian Commitment” shall mean, at any time, as to each Lender, the principal amount set forth next to such Lender’s name on Schedule C-1 hereto designated as the Canadian Commitment of such Lender or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 13.7 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being collectively referred to herein as “Canadian Commitments”.  The Canadian Commitment is a sublimit of the US Commitment.

“Canadian Credit Facility” shall mean the Advances and Letters of Credit provided to or for the benefit of Canadian Borrowers pursuant to Sections 2.1 and 2.2 hereof.

“Canadian Dollar Loans” shall mean any Advances or portion thereof denominated in Canadian Dollars.

“Canadian Dollars” and “C$” shall each mean the lawful currency of Canada.

“Canadian Employee” shall mean any employee or former employee of a Canadian Loan Party.

“Canadian Employee Plan” shall mean any employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, supplemental pension, profit sharing, retiring allowance, severance, deferred compensation, stock compensation, stock purchase, unit purchase, retirement, life, hospitalization insurance, medical, dental, disability or other employee group or similar benefit or employment plans or supplemental arrangements applicable to the Canadian Employees.

7

“Canadian Guarantors” shall mean, collectively, the following (together with their respective successors and assigns): (a) US Borrowers, (b) US Guarantors and (c) any Person that at any time after the date hereof becomes party to a guarantee in favor of Agent or any Lender in respect of or otherwise liable on or with respect to the Canadian Obligations (but not the US Obligations) or who is the owner of any property which is security for the Canadian Obligations (other than Canadian Borrowers); each sometimes referred to herein individually as a “Canadian Guarantor”.

“Canadian Inventory Reserves” shall mean, as of any date of determination, such amounts as Agent may from time to time establish and revise in its Permitted Discretion to reflect:  (a) the estimated costs relating to unpaid freight charges, warehousing or storage charges, taxes, duties, and other similar unpaid costs associated with the acquisition of eligible in-transit Inventory by the Canadian Loan Parties (other than any Inventory that is in-transit from one Borrower or Guarantor to another Borrower or Guarantor in the ordinary course of business so long as Agent shall receive, on a monthly basis, a report, in form and substance reasonably satisfactory to Agent, regarding the amount of such in-transit Inventory), and (b) the estimated reclamation claims of unpaid suppliers of Inventory sold to Canadian Loan Parties (including, without limitation, claims arising under the Bankruptcy and Insolvency Act (Canada)).

“Canadian Issuer” shall mean (a) ▇▇▇▇▇ Fargo or any of its Affiliates, (b) any Canadian Lender or (c) any other financial institution (which in the case of any other financial institution in this clause (c), to the extent approved by Agent and, so long as no Event of Default exists and is continuing, Administrative Borrower (it being understood and agreed that The Toronto-Dominion Bank is acceptable to Agent and Administrative Borrower), that shall issue a Letter of Credit for the account of a Canadian Borrower and has agreed in a manner reasonably satisfactory to Agent to be subject to the terms hereof as a Canadian Issuer.

“Canadian Lender” shall mean, at any time, each Lender having a Canadian Commitment or a Revolving Advance (or Canadian Letter of Credit Obligation) made to Canadian Borrowers owing to it at such time; sometimes referred to herein collectively as “Canadian Lenders.”

“Canadian Letter of Credit Limit” shall mean $2,000,000.

“Canadian Letter of Credit Obligations” shall mean at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit issued for the account of Canadian Borrowers outstanding at such time, plus (b) without duplication, the aggregate amount of all drawings under Letters of Credit issued for the account of Canadian Borrowers for which the Canadian Issuer has not at such time been reimbursed, plus (c) without duplication, the aggregate amount of all payments made by Canadian Lender to the Canadian Issuer with respect to such Canadian Lender’s participation in Letters of Credit issued for the account of Canadian Borrowers as provided in Section 2.2 for which Canadian Borrowers have not at such time reimbursed the Canadian Lenders, whether by way of a Revolving Advance or otherwise.

“Canadian Loan Parties” shall mean, collectively, Canadian Borrowers and each Canadian Guarantor organized under the laws of Canada or any province thereof; each sometimes being referred to individually as a “Canadian Loan Party.”

“Canadian Obligations” shall mean all Obligations of the Canadian Loan Parties.

8

“Canadian Payment Account” shall mean the account of ▇▇▇▇▇ Fargo Canada set forth on Schedule 2.3 or such other account of ▇▇▇▇▇ Fargo Canada, if any, which Agent may designate by notice to Administrative Borrower and to each Lender to be the Canadian Payment Account.

“Canadian Pension Plan” shall mean any plan, program or arrangement that is a pension plan for the purposes of any applicable pension benefits legislation or any tax laws of Canada or a province thereof, whether or not registered under any such laws, which is maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Borrower or Guarantor in respect of any current or former employees in Canada with such Borrower or Guarantor, but does not include the Canada Pension Plan or the Québec Pension Plan as maintained by the Government of Canada or the Province of Québec, respectively.

“Canadian Pension Plan Event” shall mean (a) either (i) the termination in whole or in part of a Canadian Pension Plan or (ii) the cessation of participation of the Borrower or Guarantor (or any affiliate or other related party thereto with whom there is statutory joint and several liability under pension standards legislation) in any Canadian Pension Plan, including a multi-employer pension plan (within the meaning of applicable pension standards legislation), for any reason and which event gives rise or might give rise to an obligation on such entity to make contributions in respect of any past service unfunded liability of such plan, (b) the issuance of a notice (or a notice of intent to issue such a notice) to terminate in whole or in part any Canadian Pension Plan with a defined benefit provision or the receipt of a notice of intent from a Governmental Authority to require the termination in whole or in part of any Canadian Pension Plan, revoking the registration of same or appointing a new administrator of such a plan, (c) an event or condition which constitutes grounds under applicable pension standards or tax legislation for the issuance of an order, direction or other communication from any Governmental Authority or a notice of an intent to issue such an order, direction or other communication requiring the Borrower or any affiliate to take or refrain from taking any action in respect of a Canadian Pension Plan, (d) the issuance of either any order (including an order to remit delinquent contributions to the Pension Benefits Guarantee Fund of Ontario (the “PBGF”)) or charges which may give rise to the imposition of any fines or penalties to or in respect of any Canadian Pension Plan or the issuance of such fines or penalties, (e) the receipt of any notice from an administrator, a trustee or other funding agent or any other person or entity that the Borrower or any of its affiliates have failed to remit any contribution to a Canadian Pension Plan or a similar notice from a Governmental Authority relating to a failure to pay any fees or other amounts (including payments in respect of the PBGF).

“Canadian Reference Bank” shall mean The Toronto-Dominion Bank, or such other bank listed in Schedule I of the Bank Act (Canada) as Agent may from time to time designate.

“Canadian Revolving Loan Maximum Amount” shall mean $20,000,000 (subject to adjustment as provided pursuant to the terms of Sections 2.20 and 2.21).

“Canadian Subsidiary” shall mean a Subsidiary organized, incorporated or otherwise formed under the laws of Canada or any province or territory thereof.

“Canadian Undrawn Availability” shall mean, as to Canadian Borrowers, on any date of determination, as determined by Agent in its Permitted Discretion, calculated at any date, equal to:  (a) the lesser of: (i) the Canadian Borrowing Base and (ii) the Canadian Revolving Loan Maximum

9

Amount, minus (b) the sum of: (i) the amount of all then outstanding and unpaid Canadian Obligations of Canadian Borrowers (but not including for this purpose any outstanding Canadian Letter of Credit Obligations and unasserted contingent indemnification Canadian Obligations), plus (ii) the amount of all Reserves then established in respect of Canadian Letter of Credit Obligations.

“Capital Expenditures” shall mean, with respect to any Person, without duplication, all expenditures (including deposits) made by such Person for, or contracts for expenditures with respect to any fixed assets or improvements, or for replacements, substitutions or additions thereto, which have a useful life of more than one (1) year, including the direct or indirect acquisition of such assets by way of increased product or service charges, offset items or otherwise, as determined in accordance GAAP consistently applied and all other expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of such Person.

“Capital Lease” shall mean any lease of any property (whether real, personal or mixed) that, in conformity with GAAP consistently applied, should be accounted for as a capital lease.

“Cash Dominion Event” shall mean either (a) an Event of Default shall have occurred and be continuing or (b) Global Undrawn Availability is, on any date of determination, less than the greater of (i) twelve and one-half (12.5%) percent of the lesser of (A) the Maximum Credit and (B) the Borrowing Base at such time, and (ii) $12,500,000; provided, that, any such Cash Dominion Event resulting solely from this clause (b) shall cease to exist to the extent that Global Undrawn Availability is greater than or equal to the greater of (A) twelve and one-half (12.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $12,500,000 for sixty (60) consecutive days during any applicable period after the occurrence of such Cash Dominion Event and no other Cash Dominion Event has occurred during such sixty (60) consecutive day period.

“Cash Equivalents” shall mean, collectively, Canadian Cash Equivalents and US Cash Equivalents, as the case may be.

“Cash Interest Expense” shall mean, without duplication, for any period, Interest Expense (excluding the following non-cash components of Interest Expense:  (a) the amortization of fees and costs with respect to the transactions contemplated by this Agreement which have been capitalized as transaction costs, and (b) interest paid in kind).

“Cash Receipt Account” or “Cash Receipt Accounts” shall mean, individually or collectively, all lockbox accounts, dominion accounts or other deposit accounts established and maintained by Loan Parties for the purpose of collecting or depositing cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental proceeds, and tax refunds), and which are designated as such and listed on Schedule 5.23.

“Castle Canada” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Person.

“CDOR Rate” shall mean, on any day, the annual rate of interest which is the rate equal to the average rate for thirty (30) day Canadian Dollar bankers’ acceptances issued on such day for a term equal or comparable for the purpose of calculating the interest rate applicable as such rate appears on the “Reuters Screen CDOR Page” (as defined in the International Swaps and Derivatives

10

Association, Inc. 2000, definitions, as modified and amended from time to time) rounded to the nearest 1/100th of 1% (with 0.005% being rounded up), as of 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day; provided, that, if such rate does not appear on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any day shall be the average of the rates applicable to thirty (30) day Canadian Dollar bankers’ acceptances quoted by the Schedule I Reference Banks as of 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“CFC” shall mean a “controlled foreign corporation” as defined in Section 957 of the Code.

“Change in Tax Law” shall mean a change in the treaty, law or regulation after the date on which the applicable Agent or Lender becomes a party to this Agreement (or, if such Lender is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member of such Lender became such a beneficiary or member, if later); provided, however, such term does not include regulations or other guidance issued by the IRS or U.S. Treasury implementing or interpreting laws already enacted, but not yet effective.

“Change of Control” shall mean the occurrence of any event (whether in one or more transactions) which results in:

(a)                                  any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (i) any Person who is a direct or indirect shareholder of Parent as of the date hereof and (ii) any employee benefit plan of such Person or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except, that, a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of a majority of the voting power of the total outstanding Equity Interests of Parent entitled to vote for members of the board of directors or equivalent governing body of Parent on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(b)                                 during any period of two (2) consecutive years, a majority of the members of the board of directors or other equivalent governing body of Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first (1st) day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least sixty-six and two-thirds (66 2/3%) percent of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least sixty-six and two-thirds (66 2/3%) percent of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing

11

body occurs as a result of solicitation of proxies or consents for the election or removal of one or more directors by any person or group by or on behalf of the board of directors); or

(c)                                  any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of Parent, or control over the Equity Interests of Parent entitled to vote for members of the board of directors or equivalent governing body of Parent on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option right) representing a majority of the combined voting power of such securities; or

(d)                                 a “Change of Control” or other similar event under, and as defined in, the Second Lien Loan Documents or the Senior Unsecured Notes Documents.

For purposes of this definition, “control of Loan Party” shall mean the power, direct or indirect, (i) to vote fifty-one (51%) percent or more of the Equity Interests having ordinary voting power for the election of directors (or equivalent governing body) of any Loan Party and (ii) to direct or cause the direction of the management and policies of any Loan Party by contract or otherwise.

“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, Liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including, without limitation, the PBGC or any environmental agency or superfund), upon the Collateral, any Loan Party or any Subsidiary of any Loan Party.

“Closing Date” shall mean December 15, 2011.

“Closing Date Acquisition” shall mean Parent’s purchase and acquisition of all of the issued and outstanding Equity Interests of the Acquired Company pursuant to the Closing Date Acquisition Agreement.

“Closing Date Acquisition Agreement” shall mean the Stock Purchase Agreement, dated as of November 9, 2011, executed by and among ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as sellers, Parent, as purchaser, and the Acquired Company, as amended or modified and in effect from time to time.

“Closing Date Acquisition Documents” shall mean, collectively, the Closing Date Acquisition Agreement, along with all documents and agreements executed in connection therewith.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

“Collateral” shall mean any and all collateral granted under this Agreement or any Other Document to secure any and all of the Obligations, including without limitation all tangible and intangible property of each Loan Party, all personal and real property of each Loan Party, all

12

movable and immovable property of each Loan Party, in each case whether now owned or hereafter acquired and wherever located, including, but not limited to, the following of each Loan Party:

(a)                                  all Accounts and other Receivables;

(b)                                 all certificated and uncertificated securities;

(c)                                  all chattel paper, including electronic chattel paper;

(d)                                 all Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, supporting information, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

(e)                                  all Contract Rights;

(f)                                    all commercial tort claims, (including, without limitation any commercial tort claims from time to time described on Schedule 5.8(b) (as such Schedule 5.8(b) may from time to time be updated));

(g)                                 all deposit accounts;

(h)                                 all documents;

(i)                                     all financial assets;

(j)                                     all General Intangibles, including payment intangibles and software;

(k)                                  all goods (including all Equipment and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

(l)                                     all instruments;

(m)                               all Intellectual Property;

(n)                                 all Investment Property;

(o)                                 all of the Equity Interests issued by each Loan Party (other than Parent) and each of their Subsidiaries;

(p)                                 all leasehold interests;

(q)                                 all cash, cash equivalents or other money;

(r)                                    all letter of credit rights;

(s)                                  all security entitlements;

13

(t)                                    all supporting obligations;

(u)                                 all of each Loan Party’s right, title and interest in and to (i) all of its respective goods and other property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any of the Receivables; (ii) all of each Loan Party’s rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor, including stoppage in transit, setoff, compensation, detinue, replevin, reclamation and repurchase; (iii) all supporting obligations and all additional amounts due to any Loan Party from any Customer relating to the Receivables; (iv) all other property of any kind whatsoever of each Loan Party, including, but not limited to, warranty claims, relating to any goods; (v) all of each Loan Party’s Contract Rights, rights of payment which have been earned under a Contract Right, letter of credit rights (whether or not the letter of credit is evidenced by a writing), instruments (including promissory notes), documents, chattel paper (whether tangible or electronic), warehouse receipts, deposit accounts, money and securities; (vi) if and when obtained by any Loan Party, all real, immovable, movable and personal property of third parties in which such Loan Party has been granted a Lien; and (vii) any other goods, movable or personal property or real or immovable property of any kind or description, wherever located, now or hereafter owned or acquired by any Loan Party; and

(v)                                 all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing;

provided, however, that, no Excluded Assets shall be included in Collateral.

“Collateral Access Agreement” shall mean an agreement in writing, in form and substance reasonably satisfactory to Agent, from any lessor of premises to any Loan Party, or any other Person to whom any Collateral is consigned or who has custody, control or possession of any such Collateral or is otherwise the owner or operator of any premises on which any of such Collateral is located, duly executed and delivered in favor of Agent with respect to the Collateral at such premises or otherwise in the custody, control or possession of such lessor, consignee or other Person.

“Collateral Field Examinations” shall have the meaning as set forth in Section 4.9.

“Commitment” shall mean, at any time, as to any Lender, the aggregate of such Lender’s US Commitment and Canadian Commitment, or its Swingline Commitment, as the context requires, set forth next to such Lender’s name on Schedule C-1 hereto as such Lender’s US Commitment and Canadian Commitment, or its Swingline Commitment, as applicable; or in the Commitment Transfer Supplement pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of this Agreement (subject to adjustment as provided pursuant to the terms of Section 2.13, Section 2.20 and Section 2.21), sometimes being collectively referred to herein as “Commitments”; provided, that, the US Dollar Equivalent of the aggregate Commitments of all Lenders shall not exceed the Maximum Credit (it being understood that the Canadian Commitments are a sublimit of the US Commitments of all Lenders).

14

“Commitment Percentage” shall mean, with respect to a Lender’s obligation to make Revolving Advances and participate in Letters of Credit and in the Swingline Advances, and right to receive payments of principal, interest and fees with respect thereto, (a) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (i) such Lender’s Revolver Commitment, by (ii) the aggregate Revolver Commitments of all Lenders, and (b) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (i) the outstanding principal amount of such Lender’s Advances and ratable portion in Swingline Advances and in Letters of Credit by (ii) the outstanding principal amount of all Advances made by the Lenders (inclusive of all Swingline Advances made by Swingline Lender and all Letters of Credit).

“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 17.3, properly completed, or otherwise in form and substance reasonably satisfactory to Agent, and if applicable, to Administrative Borrower, by which a Purchasing Lender purchases and assumes all or a portion of Advances made by a Lender and/or all or a portion of the Commitments of a Lender.

“Compliance Certificate” shall mean the Compliance Certificate executed and delivered by a Responsible Officer of Administrative Borrower’s pursuant to Sections 9.7 and 9.8 in the form of Exhibit 9.7 appended hereto.

“Computer Hardware and Software” shall mean all of each Loan Party’s rights (including rights as licensee and lessee) with respect to (a) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (b) all software and all software programs designed for use on the computers and electronic data processing hardware described in clause (a) above, including all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (c) any firmware associated with any of the foregoing; and (d) any documentation for hardware, software and firmware described in clauses (a), (b) and (c) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Loan Party’s business or to permit the effectuation and performance of this Agreement, the Other Documents and the Related Transactions, including, without limitation, any Consents required under all applicable federal, state or other applicable law.

“Contra Claims” shall have the meaning set forth in subparagraph (l) of the definition of Eligible Accounts.

“Contract Right” shall mean any right of each Loan Party to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance.

15

“Control Notice” shall mean a written notice delivered by Agent pursuant to a “control” or other agreements instructing the depository bank to comply with instructions originated by Agent with respect to the Blocked Account that is covered thereby without further consent of Loan Parties.

“Controlled Affiliate” of any Person shall mean any Person who, directly or indirectly, is in control of, is controlled by, or is under common control with such Person.  For purposes of this definition, control of a Person shall mean the power, direct or indirect, to (a) vote fifty-one (51%) percent or more of the Equity Interests having ordinary voting power for the election of directors or managers (or other comparable body) of such Person, and (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Controlled Group” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any Loan Party, are treated as a single employer under Section 414 of the Code.

“Credit Facility” shall mean, collectively, the US Credit Facility and the Canadian Credit Facility.

“Currency Due” shall have the meaning set forth in Section 17.5.

“Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or Contract Right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Loan Party, pursuant to which such Loan Party is to deliver any personal property or perform any services.

“Customs” shall mean the United States of America Customs and Border Protection Agency of the United States Department of Homeland Security.

“Debt Financing Documents” shall mean, collectively, (a) the Second Lien Loan Documents and (b) the Senior Unsecured Notes Documents.

“Default” shall mean an event which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1.

“Defaulting Lender” shall have the meaning set forth in Section 2.15(a).

“Depository Accounts” shall have the meaning set forth in Section 4.14(h).

“Disposition” shall have the meaning set forth in Section 7.1; and “Dispose” shall have the correlative meaning.

“EBITDA” shall mean for any period, without duplication, the total of the following for Loan Parties and their Subsidiaries on a consolidated basis, each calculated for such period in accordance with GAAP (to the extent applicable):

16

(a)                                  Net Income; plus

(b)                                 (without duplication), to the extent included in the calculation of Net Income, the sum of (i) income and franchise taxes paid or accrued, (ii) Interest Expense, net of interest income, paid or accrued, (iii) amortization and depreciation, (iv) Acquisition Costs incurred on or before December 31, 2011 that are paid during such period in connection with this Agreement, the Other Documents and the Related Documents, (v) the write-off of deferred financing fees and any “make-whole” prepayment premium actually paid in connection with the prepayment of existing Indebtedness of the Parent and its Subsidiaries on the Closing Date or in connection with the Debt Financing Documents, (vi) any non-cash expenses or charges incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, (vii) non-cash goodwill or other intangible asset impairment charges (determined in accordance with Statement of Financial Accounting Standards No. 142), (viii) unrealized non-cash Net ▇▇▇▇-to-Market Exposure under Hedging Agreements, (ix) any transaction-related expenses or charges (to the extent not capitalized) incurred by the Loan Parties in connection with the consummation of any Permitted Acquisition subsequent to the date hereof, (x) extraordinary losses, (xi) any non-cash charges in connection with purchase accounting adjustments and (xii) other non-recurring, non-cash charges; less

(c)                                  (without duplication), to the extent included in the calculation of Net Income, the sum of (i) the income of any Person (other than a Loan Party or a Subsidiary of any Loan Party) in which any Loan Party or a Subsidiary of any Loan Party has an ownership interest except to the extent such income is received by any Loan Party or such Subsidiary in a cash distribution during such period, (ii) gains or losses from sales or other dispositions of assets (other than sales of Inventory in the normal course of business), (iii) extraordinary gains, (iv) any non-cash gains in connection with purchase accounting adjustments and (v) other non-recurring, non-cash gains.

“Edmonton Leasehold Mortgage” shall mean the fixed and floating charge demand debenture executed by Tube Canada in favour of ▇▇▇▇▇ Fargo Capital Finance Corporation Canada on behalf the Agent with respect to the premises located at ▇▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇.

“Eligible Accounts” shall mean and include each Account of a Borrower arising in the ordinary course of such Borrower’s business; provided, that, in no event shall an Account be an Eligible Account if:

(a)                                  it does not arise from the actual and bona fide sale and delivery of goods or rendition of services by such Borrower in the ordinary course of business of such Borrower, which transactions are completed in accordance in all material respects with the terms and provisions contained in any agreement binding on such Borrower or the other party or parties thereto;

(b)                                 it is due or unpaid more than the earlier of (i) sixty (60) days after the original due date and (ii) ninety (90) days after the original invoice date;

(c)                                  it is owed by a Customer who has Accounts unpaid more than the earlier of (i) sixty (60) days after the original due date and (ii) ninety (90) days after the original invoice date, which unpaid Accounts constitute more than twenty-five (25%) percent of the total Accounts of such

17

Customer (such percentage may, in Agent’s sole discretion, be increased or decreased from time to time);

(d)                                 it is not subject to the first priority, valid and perfected Lien of Agent (subject to Permitted Encumbrances; but without limiting the right of Agent to establish any Reserves with respect to Permitted Encumbrances);

(e)                                  any covenant, representation or warranty contained in this Agreement with respect to such Account has been breached in any material respect;

(f)                                    the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, administrator or liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state, federal, provincial, Canadian, or other bankruptcy or insolvency laws (as now or hereafter in effect), or enter into discussions with its creditors existing at any one time with respect to rescheduling any of its Indebtedness, (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy or insolvency laws, or (viii) take any action for the purpose of effecting any of the foregoing or which is indicative of insolvency;

(g)                                 the sale is to (i) a Customer located or incorporated (or other analogous term) outside the United States of America or Canada (but excluding the provinces of the Northwest Territories and the Territory of Nunavit) (collectively, “Foreign Customers”), except for a Foreign Customer that (A) has an Investment Grade Rating or (B) is otherwise acceptable in all respects to Agent in its Permitted Discretion (subject to such lending formula with respect to Accounts of such Foreign Customers as Agent may determine in its Permitted Discretion); provided, that, the maximum aggregate amount of Eligible Accounts as to Foreign Customers which may be considered eligible under this clause (g)(i) shall not exceed in the aggregate $20,000,000, or (ii) a Foreign Customer that does not have an Investment Grade Rating, unless, under this clause (g)(ii), in each case, the sale is on letter of credit, guarantee or banker’s acceptance terms, in each case acceptable to Agent in its Permitted Discretion, or such Foreign Customer is otherwise acceptable in all respects to Agent in its Permitted Discretion (subject to such lending formula with respect to Accounts of such Foreign Customers as Agent may determine in its Permitted Discretion); or

(h)                                 the sale to the Customer is on a ▇▇▇▇-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase, return or contingent or conditional basis or is evidenced by chattel paper (unless such chattel paper is delivered to Agent);

(i)                                     (i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the Borrower to whom such Account is owning has assigned its right to payment of such Account to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), or (ii) if the account debtor is Her Majesty in right of Canada or any provincial or local Governmental Body, or any Ministry thereof, the Borrower to whom such Account is owing has assigned its rights

18

to payment of such Account to Agent pursuant to, and in accordance with the Financial Administration Act (Canada), as amended, or any similar applicable provincial or local law regulation or requirement if applicable, has been complied with in a manner reasonably satisfactory to Agent or has otherwise complied with other applicable statutes or ordinances;

(j)                                     the goods giving rise to such Account have not been shipped and delivered to and accepted by the Customer or the services giving rise to such Account have not been performed by such Borrower and accepted by the Customer (such as advanced ▇▇▇▇▇▇▇▇) or the Account otherwise does not represent a final sale;

(k)                                  [Reserved];

(l)                                     the Account is subject to any offset, deduction, defense, dispute, or counterclaim, the Customer is also a creditor or supplier of such Borrower or the Account is contingent in any respect or for any reason (each such offset, deduction, defense, dispute, counterclaim or contingency, a “Contra Claim”; provided, that, such Accounts shall only be ineligible pursuant to this clause (l) to the extent of the aggregate amount of such Contra Claims;

(m)                               such Borrower has made any agreement with any Customer for any deduction therefrom, but only to the extent of such deductions, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n)                                 any return, rejection or repossession of the Inventory has occurred the sale of which gave rise to such Account or such Account relates to a Customer whose obligation to pay is in any respect, conditional or subject to any such right of return, rejection, repossession or similar rights;

(o)                                 such Account is not payable to such Borrower;

(p)                                 in the case of any single Customer and its Affiliates, such Accounts constitute more than fifteen (15%) percent of all otherwise Eligible Accounts (but the portion of the Accounts not in excess of such percentage may be deemed Eligible Accounts);

(q)                                 such Account consists of progress ▇▇▇▇▇▇▇▇ (such that the obligation of the Customer with respect to such Account is conditioned upon such Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), ▇▇▇▇ and hold invoices or retainage invoices, except as to ▇▇▇▇ and hold invoices, if Agent shall have received an agreement in writing from the Customer, in form and substance reasonably satisfactory to Agent, confirming the unconditional obligation of the Customer to take the goods related thereto and pay such invoice;

(r)                                    the Customer or any officer or employee of the Customer with respect to such Account is an officer, employee, agent or other Affiliate of any Loan Party or any Subsidiary of any Loan Party;

(s)                                  there are any proceedings or actions known to such Borrower which are threatened or pending against the Customer with respect to such Accounts which could reasonably be expected to result in any material adverse change in any such account debtor’s financial condition

19

(including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);

(t)                                    the underlying sale and other documentation governing such Account do not provide that such Account must be paid by the Customer in US Dollars or Canadian Dollars; or

(u)                                 the underlying sale and other documentation governing such Account are not governed by the laws of the United States of America or, for Customers located or incorporated (or other analogous term) in Canada, the laws of the United States or Canada.

The criteria for Eligible Accounts set forth above may only be changed and any new criteria for Eligible Accounts may only be established by Agent in its Permitted Discretion, and upon prompt notice to Administrative Borrower (which notice may be given either before or after such change is made), based on either:  (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from such Borrower prior to the date hereof, in either case under clause (i) or (ii) which materially and adversely affects or could reasonably be expected to materially and adversely affect the Accounts as determined by Agent in its Permitted Discretion.  Any Accounts which are not Eligible Accounts shall nevertheless be part of the Collateral.  Agent shall provide Administrative Borrower with contemporaneous notice of any change in such criteria or new criteria established which changed or new criteria shall become effective no earlier than the third (3rd) Business Day following delivery of such notice.

“Eligible Inventory” shall mean Inventory owned by a Borrower consisting of finished goods held for resale in the ordinary course of the business of such Borrower and raw materials for such finished goods, provided, that, in no event shall Inventory be Eligible Inventory if such Inventory:

(a)                                  is work in process;

(b)                                 is spare parts for equipment;

(c)                                  is packaging and shipping materials;

(d)                                 is supplies used or consumed in such Borrower’s business;

(e)                                  is not located at premises owned and controlled by such Borrower; except, that, Inventory at premises leased and controlled by such Borrower or Inventory at a warehouse owned and operated by a third Person on behalf of such Borrower, in each case that otherwise satisfies the criteria for Eligible Inventory, will be considered Eligible Inventory if (i) Agent has received and accepted a Collateral Access Agreement from the owner and lessor or operator of such premises, as the case may be, duly authorized, executed and delivered by such owner and lessor or operator, or (ii) Agent shall have established such Reserves in respect of amounts at any time due or to become due to the owner and lessor or operator thereof as Agent shall determine in its Permitted Discretion;

(f)                                    is not subject to the first priority, valid and perfected Lien of Agent (other than Permitted Encumbrances; but without limiting the right of Agent to establish any Reserves with respect to Permitted Encumbrances);

20

(g)                                 is not beneficially and legally owned solely by such Borrower;

(h)                                 is ▇▇▇▇ and hold goods;

(i)                                     is unserviceable, obsolete or slow moving Inventory or Inventory in a poor condition;

(j)                                     is damaged and/or defective Inventory;

(k)                                  is returned Inventory (other than undamaged and non-defective Inventory returned in the ordinary course of business that is held for resale in the ordinary course of business);

(l)                                     is purchased or sold on consignment; or

(m)                               is located outside the continental United States of America or Canada.

The criteria for Eligible Inventory set forth above may only be changed and any new criteria for Eligible Inventory may only be established by Agent in its Permitted Discretion, and upon prompt notice to Administrative Borrower (which notice may be given before or after such change is made), based on either:  (i) an event, condition or other circumstance arising after the date hereof, or (2) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from Administrative Borrower prior to the date hereof, in either case under clause (i) or (ii) which materially and adversely affects or could reasonably be expected to materially and adversely affect the Inventory as determined by Agent in its Permitted Discretion.  Any Inventory which is not Eligible Inventory shall nevertheless be part of the Collateral.  Agent shall provide Administrative Borrower with contemporaneous notice of any change in such criteria or new criteria established which changed or new criteria shall become effective no earlier than the third (3rd) Business Day following delivery of such notice.

“Environmental Complaint” shall have the meaning set forth in Section 4.18(d).

“Environmental Laws” shall mean all foreign, federal, state, provincial and local laws (including common law), legislation, rules, codes, licenses, permits (including any conditions imposed therein), authorizations, judicial or administrative decisions, injunctions or agreements between any Borrower or Guarantor and any Governmental Body, (a) relating to pollution and the protection, preservation or restoration of the environment (including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety, (b) relating to the exposure to, or the use, storage, recycling, treatment, generation, manufacture, processing, distribution, transportation, handling, labeling, production, release or disposal, or threatened release, of Hazardous Materials, or (c) relating to all laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials.  The term “Environmental Laws” includes (i) the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Water Act, the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Safe Drinking Water Act of 1974, the Canadian

21

Environmental Assessment Act, the Canadian Environmental Protection Act, the Transportation of Dangerous Goods Act, 1992, the Fisheries Act, the Migratory Birds Protection Act, 1994, the Species at Risk Act, the Hazardous Production Act, the Canada Shipping Act and the Canada Wildlife Act, the Environmental Assessment Act (Ontario), the Environmental Protection Act (Ontario), the Environmental Protection Act (Manitoba) and the Dangerous Goods Handling and Transportation Act (Manitoba), (ii) applicable state, provincial and local counterparts to such laws and (iii) any common law that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the presence of or exposure to any Hazardous Materials.

“Equipment” shall mean and include as to each Loan Party, all of such Loan Party’s, whether now owned or hereafter acquired and wherever located equipment, machinery, apparatus, motor vehicles, fittings, furniture, furnishings, fixtures, parts, accessories, and all other goods (other than Inventory) and all replacements and substitutions therefor or accessions thereto.

“Equity Interests” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or partnership, limited liability company or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (but excluding any debt security that is exchangeable for or convertible into such capital stock or other equity interests and/or cash based on the value of such capital stock or other equity interest).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

“ERISA Affiliate” shall mean, with respect to any Loan Party, any trade or business (whether or not incorporated) that, together with such Loan Party, are treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

“ERISA Event” shall mean, with respect to any Loan Party or any ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with respect to a Title IV Plan, other than events for which the thirty (30) day notice period has been waived; (b) the withdrawal of any Loan Party or 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 Loan Party or any ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA; (e) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any Loan Party or ERISA Affiliate to make when due required contributions to a Multiemployer Plan or Title IV Plan unless such failure is cured within thirty (30) days; (g) the imposition of a lien under Section 412 or 430 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; (h) a Title IV Plan is in “at risk status” within the meaning of Code Section 430(i), (i) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Code Section 432(b); (j) an ERISA Affiliate incurs a substantial cessation of operations within the meaning of ERISA Section 4062(e), with respect to a Title IV Plan; (k) 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

22

Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (l) the termination of a Multiemployer Plan under Section 4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; or (m) the termination of a Plan described in Section 4064 of ERISA.

“Event of Default” shall mean the occurrence of any of the events set forth in Section 10.

“Excess Cash Flow” has the meaning as defined in the Second Lien Indenture as in effect on the date hereof.

“Excess Cash Flow Line Reduction” has the meaning set forth in Section 2.21.

“Excess Cash Flow Line Reduction Certificate” has the meaning set forth in Section 2.21.

“Exchange Rate” shall mean the prevailing spot rate of exchange of such bank as Agent may reasonably select for the purpose of conversion of one currency to another, at or around 12:00 p.m. Chicago time, on the date on which any such conversion of currency is to be made under this Agreement.

“Excluded Assets” shall mean:

(a)                                  any Excluded Equity Interests;

(b)                                 each instrument, contract (including each Intellectual Property-related contract and any Accounts and other Receivables arising under such contract), chattel paper, license, permit, General Intangible, and other agreement that is with, or issued by, a Person that is not a Loan Party or Affiliate of any Loan Party, but only while, and only to the extent that, the grant of a security interest therein pursuant to this Agreement would result in a default or penalty under, or a breach or termination of, such instrument, contract, chattel paper, license, permit, General Intangible, or other agreement (any such provisions that would result in any of the foregoing being referred to herein as a “Restriction”; and any such asset or property, or interest thereon, that is at any time subject to a Restriction being referred to herein as a “Restricted Asset”), except, in each case, to the extent that, pursuant to the Code or other applicable law, the grant of a security interest therein can be made without resulting in a default or penalty thereunder or breach or termination thereof; provided, that, none of the foregoing assets and properties, or interests therein, shall constitute Excluded Assets if (i) the Restriction applicable thereto has been waived or such other Person has otherwise consented to the creation hereunder of a security interest in such Restricted Asset, or (ii) such Restriction would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of Article 9 of the UCC, as applicable, and as then in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity; provided further, that, (A) immediately upon the ineffectiveness, lapse or termination of any such Restriction with respect to a Restricted Asset (a “Non-Restricted Asset”), such Loan Party shall be deemed to have automatically, without further act by any Loan Party, Agent, Lenders or any other Person, granted a security interest in, all its rights, title and interests in and to such Non-Restricted Asset as if such Restriction had never been in effect; and (B) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and to all rights, title and interests of such Loan Party in or to any payment obligations or other rights to receive monies due or to become

23

due under any such Restricted Asset and in any such monies and other proceeds of such Restricted Asset;

(c)                                  applications for any trademarks that have been filed with the U.S. Patent and Trademark Office on the basis of an “intent-to-use” with respect to such marks, unless and until a statement of use or amendment to allege use is filed and accepted by the U.S. Patent and Trademark Office or any other filing is made or circumstances otherwise change so that the interests of a Loan Party in such marks is no longer on an “intent-to-use” basis, at which time such marks shall automatically and without further action by the parties be subject to the security interests and liens granted by a Loan Party to Agent hereunder;

(d)                                 Real Property now or hereafter owned by Loan Parties with a fair market value of less than $1,000,000 and, except for the leasehold interests described in the Houston Leasehold Mortgage and the Edmonton Leasehold Mortgage, all of Loan Parties’ leasehold interests in Real Property;

(e)                                  motor vehicles and other assets subject to certificates of title to the extent that a Lien therein cannot be perfected by the filing of a UCC-1 or PPSA financing statement;

(f)                                    any commercial tort claim held by a Loan Party of less than $250,000;

(g)                                 other assets of any Loan Party not specifically identified in this definition as to which the Administrative Agent and the Parent agree in writing that the costs of obtaining Lien therein or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby; and

(h)                                 any records specifically and exclusively relating to any of the foregoing.

“Excluded Equity Interests” shall mean voting Equity Interests issued by a Non-US Subsidiary that is a CFC representing in excess of sixty-five (65%) percent of the voting Equity Interests of such Non-US Subsidiary.

“Excluded Tax” shall mean, with respect to any Lender (as defined in Section 3.6) any Tax imposed on (or measured by) such Lender’s gross revenues or net income (however denominated) and any franchise tax (in each case imposed in lieu of a net income tax) by any jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized or in which its principal office or its applicable lending office is located, and any branch profits taxes imposed on the Lender by the United States or any similar tax imposed on the Lender by a jurisdiction in which the Lender is resident for tax purposes.

“Existing Letters of Credit” shall mean, collectively, the Letters of Credit that were issued by an Issuer prior to the Closing Date for the account of a Borrower, or for which such Borrower is otherwise liable, and are listed on Schedule L-1 hereto, as the same now exist or may hereafter be amended, modified, supplemented, extended, or renewed.

“FATCA” shall mean Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar

24

guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such provisions).

“Federal Funds Effective Rate” shall mean, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not published for any day that is a Business Day, the average of the quotations for such day on such transactions received by Agent from three (3) federal funds brokers of recognized standing selected by Agent.

“Fee Letter” shall mean the Fee Letter, dated as of the date hereof, by and among the Borrowers and Agent, as amended, restated, modified and supplemented from time to time.

“Financial Covenant Trigger Event” shall mean either (a) an Event of Default shall have occurred and be continuing or (b) Global Undrawn Availability is, on any date of determination, less than the greater of (i) ten (10%) percent of the lesser of (A) the Maximum Credit and (B) the Borrowing Base at such time, and (ii) $10,000,000; provided, that, any such Financial Covenant Trigger Event resulting solely from this clause (b) shall cease to exist to the extent that Global Undrawn Availability is greater than or equal to the greater of (A) ten (10%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $10,000,000 for sixty (60) consecutive days during any applicable period after the occurrence of such Financial Covenant Trigger Event and no other Financial Covenant Trigger Event has occurred during such sixty (60) consecutive day period.

“First Lien Intercreditor Borrowing Base” shall mean the First Lien Borrowing Base, as such term is defined in the Intercreditor Agreement.

“Fixed Charge Coverage Ratio” shall mean, with respect to Loan Parties and their Subsidiaries on a consolidated basis, for any applicable period, the ratio of (a) EBITDA for such period minus an amount equal to the sum of (i) all cash Capital Expenditures made during such period, plus (ii) all taxes paid during such period in cash, plus (iii) all cash dividends or other cash distributions made on account of Parent’s Equity Interests and all repurchases or redemptions of Equity Interests (other than those made to a Loan Party) made during such period, to (b) Fixed Charges for such period.

“Fixed Charges” shall mean, as to Loan Parties and their Subsidiaries determined on a consolidated basis, with respect to any period, the sum of, without duplication, (a) all Cash Interest Expense during such period, plus (b) all regularly scheduled (as determined at the beginning of the respective period) and mandatory principal payments of Money Borrowed, Indebtedness with respect to earn-outs and similar obligations owing by Loan Parties in connection with the Closing Date Acquisition and any Permitted Acquisition, and Indebtedness with respect to Capital Leases, in each case made or required to be made during such period (and without duplicating items in (a) and (b) of this definition, the interest component with respect to Indebtedness under Capital Leases).

“GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time, as may be amended from time to time by the Financial

25

Accounting Standards Board; provided, however, that, all calculations relative to liabilities shall be made without giving effect to Statement of Financial Accounting Standards No. 159; except, that, if there occurs after the date of this Agreement any change in GAAP that affects in any respect the calculation of any covenant contained in Section 6.8 hereof, Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and the Borrowers, after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the covenants in Section 6.8 hereof shall be calculated on the basis of such principles in effect prior to such change and consistent with those used in the preparation of the most recent audited financial statements delivered to Agent prior to the date of such change.

“General Intangibles” shall mean and include as to each Loan Party all of such Loan Party’s general intangibles (as such term is defined in the UCC), whether now owned or hereafter acquired including, without limitation, all payment intangibles, choses in action, commercial tort claims, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, service marks, trade secrets, goodwill, copyrights, design rights, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs and computer software, all claims under guaranties, Liens or other security held by or granted to such Loan Party to secure payment of any of the Receivables by a Customer, all rights of indemnification and all other intangible property of every kind and nature (other than Receivables).

“Global Excess Availability” shall mean the amount, as determined by Agent in its Permitted Discretion, calculated at any date, equal to:  (a) the lesser of: (i) the Borrowing Base and (ii) the Maximum Revolving Advance Amount less Maximum Revolving Advance Amount Reserves (in each case under (i) and (ii), without duplication and without giving effect to Reserves in respect of outstanding Letters of Credit), minus (b) the sum of: (i) the amount of all then outstanding and unpaid Advances plus the amount of all then outstanding Letter of Credit Obligations, plus (ii) the aggregate amount of all then outstanding and unpaid trade payables and other obligations of Loan Parties which are either (A) past due beyond the due date therefor by at least forty-five (45) days or (B) have been invoiced and outstanding at least ninety (90) days past the invoice date therefor as of the end of the immediately preceding month or, at Agent’s option, as of a more recent date based on such reports as Agent may from time to time specify (other than trade payables or other obligations being contested or disputed by Loan Parties in good faith).

“Global Excess Liquidity” shall mean the amount, as determined by Agent in its Permitted Discretion, calculated at any date, equal to the sum of: (a) Global Undrawn Availability plus (b) Qualified Cash.

“Global Undrawn Availability” shall mean, on any date of determination, as determined by Agent in its Permitted Discretion, calculated at any date, equal to:  (a) the lesser of: (i) the Borrowing Base and (ii) the Maximum Revolving Advance Amount less Maximum Revolving Advance Amount Reserves (in each case under (i) and (ii), without duplication and without giving effect to Reserves in respect of outstanding Letters of Credit), minus (b) the sum of: (i) the amount of all then outstanding and unpaid Advances plus (ii) the amount of all then outstanding Letter of Credit Obligations.

26

“Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity exercising the legislative, judicial, regulatory or administrative functions of or pertaining to a government.

“Government Receivables” shall have the meaning set forth in Section 6.4.

“Guarantee” shall mean the guarantee set forth in Section 15 of this Agreement and any other guarantee of the Obligations of the Borrowers now or hereafter executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders.

“Guarantors” shall mean, collectively, the US Guarantors and the Canadian Guarantors; each sometimes referred to herein individually as a “Guarantor”.

“Hazardous Discharge” shall have the meaning set forth in Section 4.18(d).

“Hazardous Substance” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances as defined in CERCLA, the Hazardous Substances Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA or any other applicable Environmental Law and in the regulations adopted pursuant thereto.

“Hazardous Wastes” shall mean all waste materials subject to regulation under CERCLA, RCRA or applicable state or other law, and any other applicable federal, state or other laws now in force or hereafter enacted relating to hazardous waste disposal.

“Hedging Agreements” shall mean an agreement between any Loan Party and any financial institution that is a rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement rate, floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing or a master agreement for any of the foregoing together with all supplements thereto) for the purpose of protecting against fluctuations in or managing exposure with respect to interest or exchange rates, currency valuations or commodity prices.

“Houston Leasehold Mortgage” shall mean the Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing given by Parent for the benefit of Agent with respect to the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

“Immaterial Subsidiaries” shall mean, as of any date, each Subsidiary of Loan Parties whose total assets, as of that date, are less than $1,000,000 and whose total revenues for the most recent twelve (12) month period do not exceed $1,000,000; provided, that, a Subsidiary of Loan Parties will not constitute an Immaterial Subsidiary if such Subsidiary, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of Borrowers; provided, further, that, the revenues and total assets of all such Subsidiaries shall not exceed $2,500,000 in the aggregate; each sometimes referred to herein individually as an “Immaterial Subsidiary”.

27

“Impacted Lender” shall mean any Lender that (a) is an Impaired Lender or (b) fails to promptly provide Agent, upon Agent’s written request, reasonably satisfactory assurance that such Lender is not, and will not become, a Defaulting Lender or an Impaired Lender.

“Impaired Lender” shall mean any Lender (a) that has given verbal or written notice (and so long as such notice has not been retracted in writing) to any Borrower, the Agent or any other Lender or has otherwise publicly announced (and such announcement has not been retracted in writing) 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 Documents, (b) as to which the Agent has (and for so long as Agent continues to have) a good faith belief that such Lender has defaulted in fulfilling its obligations (as a lender, agent or letter of credit issuer) under one or more other syndicated credit facilities and such obligations are not the subject of a good faith dispute by such Lender, or (c) with respect to which one or more Lender-Related Distress Events has occurred and are continuing with respect to such Person or any Person that directly or indirectly controls such Lender and Agent has determined that such Lender may become a Defaulting Lender.  For purposes of this definition, control of a Person shall have the same meaning as provided in the definition of Affiliate.

“Indebtedness” of a Person at a particular date shall mean (a) all indebtedness for Money Borrowed of such Person whether direct or guaranteed; (b) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP consistently applied; (c) notes payable and drafts accepted representing extensions of credit; (d) any obligation owed for all or any part of the deferred purchase price of property or services if the purchase price is due more than six (6) months from the date the obligation is incurred or is evidenced by a note or similar written instrument excluding trade payables in the ordinary course of business); (e) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person; provided, that, if such indebtedness is not assumed by personal obligation of such Person then the amount of the indebtedness shall be the lesser of (i) the amount of such indebtedness and (ii) the book value of the asset securing such indebtedness; (f) any contractual obligation, contingent or otherwise, of such Person to pay or be liable for the payment of any indebtedness described in this definition of another Person, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; (g) all obligations evidenced by bonds, debentures, notes or similar instruments; (h) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (i) all obligations, liabilities and indebtedness of such Person (Net Marked-to-Market Exposure) arising under Hedging Agreements; and (j) the principal and interest portions of all rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP consistently applied, in each case whether such liabilities are present or future, actual or contingent and whether owned jointly or severally.

28

“Intellectual Property” shall mean, as to each Borrower and Guarantor, such Borrower’s and Guarantor’s now owned and hereafter arising or acquired: patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright applications, copyright registrations, trademarks, service marks, trade names, trade styles, trademark and service ▇▇▇▇ applications and designs, and licenses and rights to use any of the foregoing and all applications, registrations and recordings relating to any of the foregoing as may be filed in the United States Copyright Office, the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, any political subdivision thereof or in any other country or jurisdiction, together with all rights and privileges arising under applicable law with respect to any Borrower’s or Guarantor’s use of any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to ▇▇▇ for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or service ▇▇▇▇, or the license of any trademark or service ▇▇▇▇); customer and other lists in whatever form maintained; trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registrations; software and contract rights relating to computer software programs, in whatever form created or maintained.

“Interest Expense” shall mean, for any period, as to any Person, as determined in accordance with GAAP consistently applied, the total interest expense of such Person, whether paid or accrued during such period but without duplication (including the interest component of Capital Leases for such period).  Notwithstanding the foregoing, during the first year of this Agreement only, the Interest Expense for the first three (3) quarters shall be calculated as follows:  (a) for the first quarter during the first year of this Agreement, the Interest Expense shall be the total interest expense of such Person, whether paid or accrued during such quarter but without duplication (including the interest component of Capital Leases for such period) multiplied by four (4), (b) for the second quarter during the first year of this Agreement, the Interest Expense shall be the total interest expense of such Person, whether paid or accrued during the first and second quarter but without duplication (including the interest component of Capital Leases for such period) multiplied by two (2), and (c) for the third quarter during the first year of this Agreement, the Interest Expense shall be the total interest expense of such Person, whether paid or accrued during the first, second and third quarters but without duplication (including the interest component of Capital Leases for such period) multiplied by one and one-third (1 1/3rd).

“Interest Period” shall mean the period provided for any LIBOR Rate Loan or BA Rate Loan pursuant to Section 2.2(b).

“Interest Rate” shall mean the Revolving Interest Rate.

“Inventory” shall mean and include as to each Loan Party, all of such Loan Party’s now owned or hereafter acquired inventory (as such term is defined in the UCC), goods, merchandise and other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Loan Party’s or business or used in selling or furnishing such goods, merchandise and other personal property, all other inventory of such Loan Party, and all documents of title or other documents representing them.

29

“Investment Conditions Precedent” shall mean (a) immediately prior to and after giving effect to any investment permitted under Section 7.4, no Event of Default shall exist or have occurred and be continuing, (b) Global Undrawn Availability for the thirty (30) consecutive days prior to any Permitted Acquisition, shall not be less than the greater of (i) twenty (20%) percent of the lesser of (A) the Maximum Credit and (B) the Borrowing Base at such time, and (ii) $20,000,000, (c) as of the date of and after giving effect to any such investment, Global Undrawn Availability shall not be less than the greater of (i) twenty (20%) percent of the lesser of (A) the Maximum Credit and (B) the Borrowing Base at such time, and (ii) $20,000,000, (d) Loan Parties and their Subsidiaries, on a consolidated basis, shall have a Fixed Charge Coverage Ratio (calculated as provided in Section 6.8) of 1.1:1.0 on the date of and on a pro forma basis for the trailing twelve (12) month period after giving effect to such proposed investment.

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by ▇▇▇▇▇’▇ Investors Service, Inc. and/or BBB- (or the equivalent) by Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. (or such other comparable rating agency acceptable to Agent in its Permitted Discretion).

“Investment Property” shall mean any “investment property” as such term is defined in Section 9-102 of the UCC now owned or hereafter acquired by any Loan Party, wherever located, including (a) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (b) all securities entitlements of any Loan Party, including the rights of any Loan Party to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (c) all securities accounts of any Loan Party; iv) all commodity contracts of any Loan Party; and (d) all commodity accounts held by any Loan Party.

“IRS” shall mean the United States Internal Revenue Service.

“Issuer” shall mean Canadian Issuer or US Issuer, as the case may be.

“Judgment Currency” shall have the meaning set forth in Section 17.5.

“Lead Arrangers” shall mean ▇▇▇▇▇ Fargo Capital Finance, LLC and Jefferies Finance LLC, in their capacities as joint lead arrangers.

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender.

“Lender Default” shall have the meaning set forth in Section 2.15(a).

“Lender-Related Distress Event” shall mean, with respect to any Lender or any Person that directly or indirectly controls such Lender (each a “Distressed Person”), a voluntary or involuntary case with respect to such Distressed Person under the Bankruptcy Code or any similar bankruptcy or insolvency laws of its jurisdiction of formation, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed

30

Person is subject to a forced liquidation, merger, sale or other change of control supported in whole or in party by guaranties or other support (including, without limitation, the nationalization or assumption of ownership or operating control by) the U.S. government or other Governmental Body, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Body having regulatory authority over such Distressed Person or its assets to be, insolvent, bankrupt, or deficient in meeting any capital adequacy or liquidity standard of any such Governmental Body.  For purposes of this definition, control of a Person shall have the same meaning as provided in the definition of Affiliate.

“Letter of Credit Application” shall have the meaning set forth in Section 2.9(a).

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2(a).

“Letter of Credit Obligations” shall mean, collectively, the US Letter of Credit Obligations and the Canadian Letter of Credit Obligations.

“Letters of Credit” shall mean, collectively, all letters of credit denominated in US Dollars or Canadian Dollars (whether documentary or stand-by and whether for the purchase of inventory, equipment or otherwise) issued by an Issuer for the account of any Borrower pursuant to this Agreement, and all amendments, renewals, extensions or replacements thereof, and shall include the Existing Letters of Credit for all purposes of this Agreement.

“LIBOR” shall mean, for any Interest Period with respect to a LIBOR Rate Loan, a per annum rate of interest (rounded upward, if necessary, to the nearest one-eighth of one (1/8th of 1%) percent), equal to the British Bankers’ Association Interest Settlement Rate for the duration of the applicable Interest Period denominated in the relevant currency, taken at or about 1:00 p.m. (London time) on the date which is two (2) Business Days prior to the commencement of such Interest Period, as determined by Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the relevant currency in the London interbank market.  In the event that such rate is not available at such time for any reason, then “LIBOR” with respect to such LIBOR Rate Loan for such Interest Period shall be the rate at which deposits in the relevant currency of $5,000,000 (or the US Dollar Equivalent thereof) and for a maturity comparable to such Interest Period are offered by the principal London office of Agent in immediately available funds in the London interbank market at approximately 1:00 p.m. (London time) on the day which is two (2) Business Days prior to the commencement of such Interest Period.  If the Board of Governors imposes a Statutory Reserve with respect to LIBOR deposits and the applicable rate is determined by reference to the foregoing, then LIBOR shall be (a) the foregoing rate, divided by (b) the sum of one (1) minus the Statutory Reserve.

“LIBOR Rate Loan” shall mean an Advance that bears interest based on LIBOR.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including, without limitation, any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC, PPSA or

31

comparable law of any jurisdiction.  Any reference to the Lien of Agent shall be construed in the broadest sense possible and shall in each case include a security interest and other Lien as the context implies.

“Line Decrease Notice” shall mean a written notice delivered by Administrative Borrower to Agent, pursuant to Section 2.21 of this Agreement, in the form attached as Exhibit D hereto.

“Loan Parties” shall mean, collectively, the US Loan Parties and the Canadian Loan Parties; each sometimes referred to herein individually as a “Loan Party”.

“Material Adverse Effect” shall mean any event, change, condition, occurrence or circumstance which, either, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on (a) the financial condition, operations, assets , or business of Loan Parties and their Subsidiaries taken as a whole, (b) any Loan Party’s ability to pay the Obligations or to comply with this Agreement or any Other Document in accordance with the terms hereof or thereof, (c) the value of a material portion of the Collateral, or Agent’s Liens on a material portion of the Collateral or the priority of any such Lien or (d) Agent’s ability to realize on a material portion of the Collateral or otherwise enforce the terms of this Agreement or any of the Other Documents.

“Material Contracts” shall mean any contract or other agreement (other than this Agreement or the Other Documents), whether written or oral, to which any Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a Material Adverse Effect.

“Maximum Credit” shall mean $100,000,000 (subject to adjustment as provided pursuant to the terms of Section 2.13, Section 2.20 and Section 2.21).

“Maximum Credit Increase Effective Date” shall have the meaning set forth in Section 2.20(c).

“Maximum Revolving Advance Amount” shall mean the US Revolving Loan Maximum Amount.

“Maximum Revolving Advance Amount Reserves” shall mean Reserves to the extent that such Reserves are in respect of amounts that may be payable to third parties and for which Agent elects from time to time in its Permitted Discretion to institute such Reserves against the Maximum Credit, in addition to instituting such Reserves against the Borrowing Base.

“Maximum Swingline Advance Amount” shall mean $10,000,000.

“Money Borrowed” shall mean (a) Indebtedness for borrowed money arising from the lending of money by any Person to any Loan Party or any of their respective Subsidiaries, (b) Indebtedness, whether or not in any such case arising from the lending by any Person of money to any Loan Party or any of their respective Subsidiaries, (i) which is represented by notes payable or drafts accepted that evidence extensions of credit, (ii) which constitutes obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) upon which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partial payment for

32

property, (c) reimbursement obligations with respect to letters of credit or guaranties of letters of credit, and (d) Indebtedness of any Loan Party or any of their respective Subsidiaries under any guarantee of obligations that would constitute Indebtedness for Money Borrowed under clauses (a), (b) or (c) hereof, if owed directly by any Loan Party or any of their respective Subsidiaries.

“Mortgage” shall mean each of the mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust, collateral assignments of leases or other real estate security documents delivered by any Loan Party to Agent on behalf of itself and Lenders with respect to the Real Property, all in form and substance reasonably satisfactory to Agent.

“Mortgaged Real Property” shall mean the Real Property of Loan Parties that is subject to a Mortgage.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) and 4001(a)(3) of ERISA.

“Net Income” shall mean, for any period, the aggregate income (or loss) of Loan Parties and their Subsidiaries for such period, all computed and calculated in accordance with GAAP consistently applied on a consolidated basis; provided, however, that, amounts in any such period in respect of (a) any non-cash charges associated with the sale or discontinuance of assets, businesses or product lines and (b) the cumulative effect of accounting changes shall be added, without duplication, to Net Income for such period.

“Net Liquidation Percentage” shall mean the percentage of the book value of Eligible Inventory that is estimated to be recoverable in an orderly liquidation of such Eligible Inventory, net of all associated costs and expenses of such liquidation, such percentage to be as determined from time to time by the most recent appraisal received by Agent, which appraisal shall (a) be reasonably satisfactory to Agent, (b) prepared by an appraisal company reasonably acceptable to Agent and (c) expressly provide that Agent is permitted to rely thereon.

“Net Marked-to-Market Exposure” of a Person shall mean, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Hedging Agreements. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Hedging Agreement as of the date of determination (assuming the Hedging Agreement were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Agreement as of the date of determination (assuming such Hedging Agreement were to be terminated as of that date).

“Non-Restricted Asset” shall have the meaning as set forth in the definition of Excluded Assets.

“Non-US Loan Party” shall mean a Loan Party other than a US Loan Party.

“Non-US Subsidiary” shall mean any Subsidiary other than a US Subsidiary.

“Note” or “Notes” shall mean, individually or collectively, each Revolving Credit Note and the Swingline Note.

33

“Notice of Conversion” shall mean a notice duly executed by a Responsible Officer of Administrative Borrower appropriately completed and in substantially the form of Exhibit B.

“Obligations” shall mean and include (a) any and all of each Loan Party’s Indebtedness and/or liabilities pursuant to or evidenced by this Agreement or any Other Documents to Agent, Lenders or any Issuer of every kind, nature and description, direct or indirect, secured or unsecured, joint, several, joint and several, absolute or contingent, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise (including all interest, fees and charges accruing after the commencement of any case or proceeding under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any similar statute whether or not enforceable in such case or proceeding) and all obligations of any Loan Party to Agent, Lenders or any Issuer to perform acts or refrain from taking any action under this Agreement or any Other Documents, and (b) Bank Product Obligations solely for purposes of (i) Section 4.1 (and other Lien grants made by Loan Parties in the Other Documents to secure any and all of the Obligations), (ii) Sections 15 and 16, and (iii) defining “Senior Indebtedness,” “First Lien Indebtedness”, “First Lien Debt” or words of similar meaning in any subordination agreement or intercreditor agreement, in each case subject to the priority in right of payment set forth in Section 11.2; provided, that, as to any such Bank Product Obligations, the same shall only be included within the Obligations if (A) the applicable Bank Product Provider, other than Agent and its Affiliates, and the applicable Loan Party shall have delivered prompt written notice to Agent (but in no event later than ten (10) Business Days) that (1) such Bank Product Provider has entered into a transaction to provide Bank Products to such Loan Party, (2) the maximum dollar amount of Obligations arising thereunder to be included as a Reserve (the “Bank Product Amount”), together with the methodology used by such parties in determining the Bank Product Amount, subject in all events, however, to Agent’s right, in its Permitted Discretion, to establish such Reserve as Agent shall at any time determine in its Permitted Discretion is appropriate to reflect the reasonably anticipated liabilities and obligations of Loan Parties with respect to such Bank Product then provided or outstanding, and (3) express agreement has been obtained from such Bank Product Provider and such Borrower or such other Loan Party that the Bank Product Obligations arising pursuant to such Bank Products provided to such Borrower or such other Loan Party constitute Obligations entitled to the benefits of the Liens of Agent granted hereunder, and Agent shall have acknowledged receipt of such notice in writing, (B) in no event shall any Bank Product Provider acting in such capacity to whom such Bank Product Obligations are owing be deemed a Lender for purposes hereof, except with respect to the Lien granted in favor of Agent, for itself and on behalf of each Secured Party, 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 other Lien of Agent or with respect to any other matter governed by this Agreement or any Other Document, and (C) Agent may terminate this Agreement and the Other Documents, along with any Liens granted under this Agreement and the Other Documents, without any notice to or consent by any Bank Product Provider, in its capacity as such, regardless of whether or not any Bank Product Obligations are outstanding.  The Bank Product Amount may be changed from time to time upon written notice to Agent by a Bank Product Provider and any Loan Party owing Bank Product Obligations to such Bank Product Provider.  No Bank Product Amount may be established or increased at any time that an Event of Default exists, or if a Reserve in such amount would cause Borrowing Availability to be less than zero (0).

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

34

“Operating Account” or “Operating Accounts” shall mean, individually or collectively, the operating accounts established and maintained by Loan Parties and which are designated as such and listed on Schedule 5.23.

“Other Documents” shall mean any Note, the Pledge Agreements, the Questionnaire, any Guarantee, any Collateral Access Agreement, the Second Lien Intercreditor Agreement, and any and all other agreements, instruments and documents, including, without limitation, guaranties, pledges, security agreements, hypothecs, mortgages, deeds of trust, debentures, control agreements, other collateral documents, subordination agreements, intercreditor agreements, powers of attorney, consents, and all other writings heretofore, now or hereafter executed and/or delivered by any Loan Party to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case, as such agreements, instruments and documents are amended, restated, modified or supplemented from time to time.

“Parent” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Person.

“Parent Closing Material Adverse Effect” shall mean any event, change, condition, occurrence or circumstance which, either, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on the business, assets, properties, liabilities, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries, taken as a whole; provided, that, in no event shall any of the following events, effects, occurrences, developments, changes or circumstances, either alone or in combination, be deemed to constitute, or be taken into account in determining or whether there has been or will be, a Parent Closing Material Adverse Effect:  (a) changes in the Parent’s common stock price or trading volume, in and of itself (provided, that, the facts and circumstances giving rise to such changes may be taken into account in determining whether there has occurred a Parent Closing Material Adverse Effect), (b) any failure by the Parent to meet published revenue or earnings projections, in and of itself (provided, that, the facts and circumstances giving rise to such changes may be taken into account in determining whether there has occurred a Parent Closing Material Adverse Effect), (c) changes in general economic conditions in the United States or any other country or region in the world, or changes in conditions in the global economy generally (to the extent such changes in each case do not disproportionately affect the Parent or any of its Subsidiaries relative to other companies in their industry), (d) changes in conditions in the financial markets, credit markets or capital markets in the United States or any other country or region in the world, including (i) changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries and (ii) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world (to the extent that such changes in each case do not disproportionately affect the Parent or any of its Subsidiaries relative to other companies in their industry), (e) changes in political conditions in the United States or any other country or region in the world (to the extent such changes in each case do not disproportionately affect the Parent or any of its Subsidiaries relative to other companies in their industry), (f) acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world (to the extent such events in each case do not disproportionately affect the Parent or any of its Subsidiaries relative to other companies in their industry), (g) changes directly attributable to the announcement of the Closing Date Acquisition

35

Agreement and related financing or the pendency or consummation of the transactions contemplated thereby, (h) changes in law, regulation or other legal or regulatory conditions (or the interpretation thereof) (to the extent such changes do not disproportionately affect the Parent or any of its Subsidiaries relative to other companies in their industry), or (i) changes in GAAP or other accounting standards (or the interpretation thereof).

“Participant” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances or Commitments of such Lender and who shall have entered into a participation agreement in form and substance reasonably satisfactory to such Lender.

“Payment Accounts” shall mean, collectively, the US Payment Account and the Canadian Payment Account; sometimes individually referred to as a “Payment Account”.

“Payment in Full” or “Paid in Full” shall mean (a) all Commitments have been terminated or expired and (b) all of the Obligations have been paid in full in cash (or with respect to this clause (b), (i) in the case of outstanding Letters of Credit, Borrowers have furnished to Agent either, (A) the original Letter of Credit from the beneficiary thereof for immediate and complete termination or (B) as selected by Agent, either (1) cash collateral in an amount not less than one hundred and five (105%) percent of the aggregate undrawn amount of all Letters of Credit (pursuant to cash collateral arrangements to be in form and substance reasonably satisfactory to Agent) or (2) back-up letters of credit in form and substance reasonably satisfactory to Agent, and from an issuer reasonably acceptable to Agent, in an amount not less than one hundred and five (105%) percent of the aggregate undrawn amount of all Letters of Credit and (ii) in the case of any other contingent Obligations (including without limitation Bank Product Obligations, except to the extent not required by Agent), each Loan Party shall have furnished Agent and Lenders with cash collateral or an indemnification from a Person, and pursuant to terms and conditions, in each case which are satisfactory to Agent in all respects).

“PBGC” shall mean the Pension Benefit Guaranty Corporation.

“Permitted Acquisition” shall mean the purchase by a Borrower or wholly-owned Subsidiary of Borrower that is a Loan Party after the date hereof of all or substantially all of the assets or property or all of the Equity Interests of any Person or any business unit or division of such Person (such assets or Person being referred to herein as the “Target”), or the merger with a Target by a Borrower or wholly-owned Subsidiary of a Borrower that is a Loan Party, subject to the satisfaction of each of the following conditions:

(a)           Agent shall receive at least thirty (30) days’ prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition;

(b)           the Target’s assets shall only comprise a business of the type engaged in by Loan Parties as of the date hereof or ancillary businesses reasonably related to the business engaged in by Loan Parties as of the date hereof, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any Other Documents other than approvals applicable to the exercise of such rights and remedies with respect to Loan Parties prior to such proposed Permitted Acquisition;

36

(c)           the total cash and non-cash consideration paid by Loan Parties and their Subsidiaries (including, without limitation, assumption or incurrence of all Indebtedness (including without limitation earn-outs and deferred purchase price obligations) for (i) all Permitted Acquisitions shall not exceed $150,000,000 in the aggregate during the Term or (ii) any Permitted Acquisition shall not exceed $60,000,000 during any twelve (12) consecutive month period;

(d)           (i) immediately prior to and after giving effect to any Permitted Acquisition, no Event of Default shall exist or have occurred and be continuing (ii) Global Undrawn Availability for the sixty (60) consecutive days prior to any Permitted Acquisition, shall not be less than the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $17,500,000; and (iii) as of the date of and after giving effect to any Permitted Acquisition, Global Undrawn Availability shall not be less than the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $17,500,000;

(e)           Loan Parties and their Subsidiaries (including the Target), on a consolidated basis, shall have a Fixed Charge Coverage Ratio (calculated as provided in Section 6.8) of 1.1:1.0 on the date of and on a pro forma basis for the trailing twelve (12) month period after giving effect to such proposed Permitted Acquisition;

(f)            Target must have had a positive EBITDA on a cumulative basis for the immediately preceding four (4) fiscal quarters and no more than one (1) fiscal quarter during such four fiscal quarter period may have a negative EBITDA;

(g)           at or prior to the closing of such proposed Permitted Acquisition, (i) if the Target will be a US Subsidiary of Parent, Agent, for the ratable benefit of each Secured Party, will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all Collateral to be acquired in connection therewith and each Person acquired in connection therewith shall have joined this Agreement as a Guarantor and each Loan Party and each Person acquired in connection therewith shall have executed (or caused to be executed) such documents and taken such actions as may be required by Agent in its Permitted Discretion in connection therewith and (ii) if the Target will be a first-tier Non-US Subsidiary of Parent, Agent, for the ratable benefit of each Secured Party, will be granted a first priority perfected Lien upon the Equity Interests of the Target to the extent that such Equity Interests are not Excluded Equity Interests;

(h)           such proposed Permitted Acquisition shall not be hostile and, prior to its closing, shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equity holders of the Target;

(i)            all material consents necessary for such proposed Permitted Acquisition have been acquired and such proposed Permitted Acquisition is consummated in accordance with the applicable acquisition documents (as amended or modified) and applicable law;

(j)            each of the representations and warranties made by any Loan Party in or pursuant to this Agreement and any Other Document to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any Other Document shall be

37

true and correct in all material respects (without duplication of any materiality qualifiers already set forth therein) on and as of such date such proposed Permitted Acquisition is consummated both before and after giving effect thereto as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers already set forth therein) on and as of such earlier date);

(k)           Administrative Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent:

(i)            a pro forma consolidated balance sheet, income statement and cash flow statement of Parent and its Subsidiaries (the “Acquisition Pro Forma”), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Parent and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such proposed Permitted Acquisition and the funding of all Advances in connection therewith, and such Acquisition Pro Forma shall reflect that (A) Global Excess Availability criteria set forth above has been satisfied, and (B) on a pro forma basis, no Default or Event of Default has occurred and is continuing or would result after giving effect to such proposed Permitted Acquisition and Borrowers would have been in compliance with the financial covenants set forth in Section 6.8 for the four (4) quarter period reflected in the Compliance Certificate most recently delivered to Agent pursuant to Section 9.7 prior to the consummation of such proposed Permitted Acquisition (after giving effect to such proposed Permitted Acquisition and all Advances funded in connection therewith as if made on the first (1st) day of such period);

(ii)           updated versions of the most recently delivered projections delivered pursuant to Section 5.5(b) covering the one (1) year period commencing on the date of such proposed Permitted Acquisition and otherwise prepared in accordance with such projections (the “Acquisition Projections”) and based upon historical financial data of a recent date reasonably satisfactory to Agent, taking into account such proposed Permitted Acquisition; and

(iii)          a certificate of the chief financial officer of Parent and each Borrower to the effect that:  (A) each Loan Party (after taking into consideration all rights of contribution and indemnity such Loan Party has against each other Loan Party) will be Solvent upon the consummation of such proposed Permitted Acquisition; (B) the Acquisition Pro Forma fairly presents in all material respects the financial condition of Loan Parties and their Subsidiaries (on a consolidated basis) as of the date thereof after giving effect to such proposed Permitted Acquisition; and (C) the Acquisition Projections are reasonable estimates based on the then available information of the future financial performance of Loan Parties and their Subsidiaries subsequent to the date thereof based upon the historical performance of Loan Parties, their Subsidiaries and the Target and show that Loan Parties and their Subsidiaries shall continue to be in compliance with the financial covenants set forth in Section 6.8 for the remainder of the period set forth in such projections based on the then available information;

(l)            on or prior to the date of such proposed Permitted Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of the acquisition agreement (which shall allow collateral assignments of Loan Parties rights thereunder in favor of the

38

Agent and the Lenders) or merger agreement, as applicable, and all related agreements and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent; and

(m)          concurrently with consummation of such proposed Permitted Acquisition, Administrative Borrower Representative shall have delivered to Agent a certificate stating that the foregoing conditions have been satisfied.

Notwithstanding anything to the contrary contained in this definition, if Administrative Borrower requests that any assets acquired pursuant to any Permitted Acquisition be included in the Borrowing Base, Agent shall initiate, within thirty (30) days of such request, an appraisal, field examination or collateral audit (as the case may be) with respect to the business and assets of the Target in accordance with Agent’s customary procedures and practices and as otherwise required by the nature and circumstances of the business of the Target, the scope and results of which shall be reasonably satisfactory to Agent, and which shall have been completed, before such assets may be included in the Borrowing Base.  Any Accounts or Inventory of the Target shall only be Eligible Accounts or Eligible Inventory to the extent that (i) the Target (if its Equity Interests have been acquired in such Permitted Acquisition) or the Subsidiary of Loan Parties which has acquired the Target’s assets and properties shall have become a Borrower under this Agreement in accordance with Section 17.2, (ii) Agent has so completed such appraisal, field examination or collateral audit (as the case may be) with respect thereto and (iii) the criteria for Eligible Accounts or Eligible Inventory (as applicable) set forth herein are satisfied with respect thereto in accordance with this Agreement.

“Permitted Discretion” shall mean a determination made by the Agent in the exercise of reasonable (from the perspective of an asset-based secured lender) business judgment.

“Permitted Encumbrances” shall mean:

(a)           Liens in favor of Agent for the benefit of each Secured Party, which, in each case, secure Obligations;

(b)           Liens for taxes, assessments or other governmental charges (“Tax Lien”) not delinquent or being contested in good faith and by appropriate proceedings by the applicable Loan Party or Subsidiary of a Loan Party and with respect to which proper reserves have been taken by Loan Parties and the Subsidiaries; provided, that, the Tax Lien shall have no effect on the priority of the Liens in favor of Agent or the value of the Collateral in which Agent has such a Lien and a stay of enforcement of any such Tax Lien shall be in effect;

(c)           deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance, in each case made in the ordinary course of business and excluding deposits, liens or pledges under ERISA;

(d)           deposits or pledges of cash to secure bids, tenders, contracts (other than contracts for the repayment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of the applicable Loan Party’s or Subsidiary’s business;

39

(e)           mechanics’, workers’, materialmen’s, carriers’, warehousemen’s, landlords or other like Liens arising in the ordinary course of the applicable Loan Party’s or Subsidiary’s business with respect to obligations which are not incurred in connection with the borrowing of money that in the aggregate do not materially interfere with the conduct of the business of the applicable Loan Party or any Subsidiary or materially impair the value of the property or assets subject to such Liens; provided, that, such Lien shall have no effect on the priority of the Liens in favor of Agent on Collateral included in the Borrowing Base;

(f)            Liens placed upon fixed assets hereafter acquired by any Loan Party or any Subsidiary to secure a portion of the purchase price thereof; provided, that, (i) any such Lien shall not encumber any other property of Loan Parties or their Subsidiaries and (ii) the aggregate amount secured by such Liens shall not exceed the applicable amount provided for in Section 7.8(b);

(g)           Liens in existence on the date hereof that are disclosed on Schedule 7.2;

(h)           Liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business;

(i)            with respect to any Real Property, Liens consisting of easements, rights of way, licenses, covenants, zoning restrictions and other restrictions affecting the use of Real Property that do not materially impair the use or operation thereof;

(j)            Liens and customary rights of setoff on Depository Accounts granted or arising in the ordinary course of business in favor of depositary banks maintaining such Depository Accounts solely to the extent they secure customary account fees and charges payable in respect of such Depository Accounts;

(k)           non-consensual statutory Liens (other than Liens securing the payment of taxes or matters relating to ERISA or Canadian Pension Plans) arising in the ordinary course of a Loan Party or Subsidiary’s business; provided, that, the execution of such Liens is effectively stayed, such Liens are being contested in good faith by appropriate proceedings and the applicable Loan Party has established adequate reserves therefor on its books in accordance with GAAP;

(l)            Liens arising from (i) operating leases with respect to assets which are not owned by any Loan Party or any Subsidiary and the precautionary UCC financing statement and PPSA financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Loan Party or Subsidiary located on the premises of such Loan Party or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Loan Parties and their Subsidiaries and the precautionary UCC financing statement and PPSA financing statement filings in respect thereof;

(m)          judgments and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default;

(n)           Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;

40

(o)           Liens in favor of customs and revenue authorities arising as a matter of law to secure custom duties which are not past due in connection with the importation of goods by Loan Parties or their Subsidiaries in the ordinary course of business;

(p)           Liens on specific fixed assets (as opposed to any blanket lien on any asset type) acquired pursuant to a Permitted Acquisition in existence at the time such assets are acquired pursuant to such Permitted Acquisition and not created in contemplation thereof; provided, that, such Liens do not encumber any Accounts, Inventory or other assets included in the Borrowing Base, and such Liens do not attach to any assets other than the assets acquired pursuant to such Permitted Acquisition;

(q)           receipt of deposits and advances from customers in the ordinary course of business which may create an interest in the Inventory to be sold to such customers, but which do not constitute contractual Liens granted by a Loan Party or any Subsidiary; and

(r)            Liens securing Indebtedness of a Subsidiary to a Borrower;

(s)           Liens attaching solely to the property and assets of any Non-US Subsidiary which is not a Loan Party securing Indebtedness for borrowed money of any such Non-US Subsidiary of not more than $25,000,000 in the aggregate at any time outstanding for all such Non-US Subsidiaries as permitted under Section 7.8(l); and

(t)            Liens in the Collateral securing Indebtedness of any Loan Party under the Second Lien Loan Documents.

“Person” shall mean any individual, sole proprietorship, partnership, corporation, company, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity or government (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of Loan Parties or any member of the Controlled Group or any such Plan to which any Loan Party or any member of the Controlled Group is required to contribute on behalf of any of its employees.

“Pledge Agreements” shall mean the Pledge and Security Agreements, each dated as of the Closing Date, executed by Parent and each of its US Subsidiaries that has Subsidiaries in favor of Agent, pledging and granting to Agent, for the benefit of Secured Parties, as security for the US Obligations, a Lien in all Equity Interests owned by Parent and such US Subsidiaries in their respective US Subsidiaries and sixty-five (65%) percent of the Equity Interests owned by Parent and such US Subsidiaries in their respective non-US Subsidiaries, as the same may hereafter be amended, modified, supplemented, renewed, restated or replaced.

“PPSA” shall mean the Personal Property Security Act (Ontario), the Personal Property Security Act (Manitoba), the Civil Code of Quebec or any other applicable Canadian federal or provincial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder,

41

in each case as in effect from time to time.  References to sections of the PPSA shall be construed to also refer to any successor sections.

“Prior Defaulting/Impacted Lender” shall mean, as of any date, a Lender that is not then a Defaulting Lender or an Impacted Lender but was a Defaulting Lender or an Impacted Lender at any time during the past three hundred sixty-five (365) days.

“Priority Payables” shall mean, as to any Borrower or Guarantor at any time, (a) the full amount of the liabilities of such Borrower or Guarantor at such time which (i) have a trust imposed to provide for payment or a security interest, pledge, lien, hypothec or charge ranking or capable of ranking senior to or pari passu with security interests, liens, hypothecs or charges securing the Obligations under federal, state, provincial, county, district, municipal, or local law in Canada or (ii) have a right imposed to provide for payment ranking or capable of ranking senior to or pari passu with the Obligations under local, provincial or national law, regulation or directive, including, but not limited to, claims for unremitted and/or accelerated rents, taxes, wages, withholding taxes, VAT and other amounts payable to an insolvency administrator, employee withholdings or deductions and vacation pay, workers’ compensation obligations, government royalties or pension fund obligations in each case to the extent such trust, or security interest, lien or charge has been or may be imposed and (b) the amount equal to the percentage applicable to Inventory in the calculation of the Canadian Borrowing Base multiplied by the aggregate Value of the Eligible Inventory which Agent, in its Permitted Discretion, considers is or may be subject to retention of title by a supplier or a right of a supplier to recover possession thereof, where such supplier’s right has priority over the security interests, liens or charges securing the Obligations, including, without limitation, Eligible Inventory subject to a right of a supplier to repossess goods pursuant to Section 81.1 of the Bankruptcy and Insolvency Act (Canada) or any applicable laws granting revendication or similar rights to unpaid suppliers or any similar laws of Canada or any other applicable jurisdiction (provided, that, to the extent such Inventory has been identified and has been excluded from Eligible Inventory, the amount owing to the supplier shall not be considered a Priority Payable).

“Pro Forma Balance Sheet” shall have the meaning set forth in Section 5.5(a).

“Protective Advances” shall have the meaning set forth in Section 2.11.

“Purchasing Lender” shall have the meaning set forth in Section 17.3(c).

“Qualified Assignee” shall mean (a) any Lender (other than a Defaulting Lender, an Impacted Lender or a Prior Defaulting/Impacted Lender), any Controlled Affiliate of any Lender (other than a Defaulting Lender, an Impacted Lender or a Prior Defaulting/Impacted Lender) and any Approved Fund (other than with respect to a Defaulting Lender, an Impacted Lender or a Prior Defaulting/Impacted Lender); and (b) any other Person consented to by (i) Agent, which consent of Agent shall not be unreasonably withheld, conditioned or delayed, and (ii) so long as no Event of Default has occurred and is continuing and such assignment is not being made in connection with an assignment, sale or transfer of a portfolio of loans by the assigning, selling or transferring Lender, by Administrative Borrower, which consent of Administrative Borrower shall not be unreasonably withheld, conditioned or delayed (except, that, Administrative Borrower, for itself and on behalf of Borrowers, shall be deemed to have consented to any such assignment unless Administrative Borrower shall have objected thereto by written notice to Agent within five (5) Business Days after

42

having received notice thereof); provided, that, (A) no Person (or Affiliate of such Person) proposed to become a Lender after the Closing Date that holds any (1) Indebtedness that is contractually subordinated to any or all of the Obligations, (2) secured Indebtedness that is subject to any contractual Lien subordination to the Liens securing any or all of the Obligations or (3) Equity Interests issued by any Loan Party shall be a Qualified Assignee unless consented to by Agent in its sole discretion, (B) no Person proposed to become a Lender after the Closing Date and determined by Agent to be acting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee, (C) no Person that is designated as a competitor of Borrowers as set forth on Schedule 17.3 hereto (which Schedule may be updated in writing at any time and from time to time by Administrative Borrower), and (D) no Loan Party shall be a Qualified Assignee; except, that, Qualified Assignee may include a competitor of Borrowers as set forth on Schedule 17.3 hereto if (1) Borrowers shall have approved in writing an assignment to such competitor, (b) an Event of Default exists under Sections 10.6 hereof, or (2) after the receipt by Administrative Borrower from Agent of written notice of the occurrence of an Event(s) of Default (other than under Sections 10.6 hereof), which Event(s) of Default remain uncured, unremedied or unwaived for a period of ninety (90) days, the assigning Lender shall provide Administrative Borrower and Agent with ten (10) Business Days’ prior written notice of its intended assignment to a competitor, at which time such assignment may be made to such competitor unless Borrowers shall have paid and satisfied in full in immediately available funds all of the Obligations and terminated this Agreement and the other Financing Agreements in accordance with Section 13.1 hereof.

“Qualified Cash” shall mean, as of any date determined by Agent, the aggregate amount of unrestricted cash and Cash Equivalents of Borrowers that is subject to a perfected first priority security interest and lien in favor of Agent.

“Quarterly Average Undrawn Availability” shall mean, for any calendar quarter, the average of the aggregate amount of Global Undrawn Availability for such calendar quarter.

“Questionnaire” shall mean the Collateral Certificate dated as of the date hereof executed by each Loan Party in favor of the Agent.

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of each Loan Party right, title and interest in and to its owned and leased premises.

“Receivables” shall mean and include, as to each Loan Party, all of such Loan Party’s Accounts, Contract Rights, instruments (including promissory notes and instruments evidencing indebtedness owed to Loan Parties by their Affiliates), documents, chattel paper (whether tangible or electronic), general intangibles (including, without limitation, payment intangibles) relating to Accounts, drafts and acceptances, proceeds of such Loan Party’s business interruption insurance and all other forms of obligations owing to such Loan Party arising out of or in connection with the sale, lease or other disposition of Inventory or the rendition of services, all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

43

“Related Agreements” shall mean the Second Lien Loan Documents, the Senior Unsecured Notes Documents, and the Closing Date Acquisition Documents.

“Related Transactions” shall mean the transactions contemplated by the Related Agreements.

“Release” shall have the meaning set forth in Section 5.7(c).

“Reportable Event” shall mean a reportable event described in Section 4043(b) of ERISA or the regulations promulgated thereunder.

“Required Lenders” shall mean (a) if there are three (3) or more Lenders, at least two (2) or more Lenders having Commitment Percentages the aggregate amount of which exceeds fifty (50%) percent, and (b) if there are either one (1) or two (2) Lenders, all Lenders.

“Reserves” shall mean such reserves as Agent may from time to time establish in its Permitted Discretion, including, without limitation, reserves for (a) matters that could adversely affect the Collateral, its value or the amount that Agent and the Lenders might receive from the sale or other disposition thereof or the ability of Agent to realize thereon, (b) sums that Loan Parties or any of their Subsidiaries are required to pay under any provision of this Agreement or any Other Document or otherwise (such as taxes, assessments, payroll, insurance premiums, amounts owing to customs brokers, or, in the case of leased assets, rents or other amounts payable under such leases or, in the case of license agreements, royalties or other amounts payable under such license agreements), (c) amounts owing by any Loan Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral or over any assets or properties of any Customer of any Loan Party (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, income, payroll, excise, sales, pension plan obligations or other taxes), including without limitation any Permitted Encumbrance and Priority Payables, (d) amounts believed by the Agent to be necessary to provide for possible inaccuracies, in any report or in any information provided to the Agent pursuant to this Agreement, (e) dilution with respect to Accounts of the Borrowers (based on the ratio of the aggregate amount of non-cash reductions in Accounts of the Borrowers for any period to the aggregate dollar amount of sales of the Borrowers for such period) calculated by Agent for any period that is or is reasonably anticipated to be greater than five (5%) percent, (f) the Canadian Inventory Reserve, and (g) Bank Product Obligations to the extent that such Bank Product Obligations constitute Obligations as such term is defined herein or otherwise receive the benefit of the security interest of Agent in any Collateral.  The amount of any Reserve established by Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by Agent in its Permitted Discretion and to the extent that such Reserve is in respect of amounts that may be payable to third parties, Agent may, at its option, deduct such Reserve from the US Revolving Loan Borrowing Limit or Canadian Revolving Loan Maximum Amount, as applicable, at any time that such limit is less than the amount of the Canadian Borrowing Base with respect to the Canadian Borrowers and the US Borrowing Base with respect to the US Borrowers, as applicable.

“Responsible Officer” shall mean with respect to any Person, such Person’s chief executive officer, president, chief operating officer, chief financial officer or other officer having substantially the same authority and responsibility with respect to the matters at hand (or having substantially the same knowledge of the contents of the certificate, document or other document being delivered).

44

“Restricted Accounts” shall mean deposit accounts or other accounts (a) established and used (and at all times will be used) solely for the purpose of paying current payroll obligations of Loan Parties (and which do not (and will not at any time) contain any deposits other than those necessary to fund current payroll), in each case in the ordinary course of business, (b) maintained (and at all times will be maintained) solely in connection with an employee benefit plan, but solely to the extent that all funds on deposit therein are solely held for the benefit of, and owned by, employees (and will continue to be so held and owned) pursuant to such plan, and (c) used in the ordinary course of business for ▇▇▇▇▇ cash, the balance of which shall not exceed $500,000 in the aggregate at any time; provided, that, without limiting the foregoing, in order for any such deposit account or other account to constitute a “Restricted Account”, such deposit or other account must be expressly designated as a “Restricted Account” on Schedule 5.23 (as such schedule may from time to time be updated in accordance with Section 5.23), which designation shall constitute a representation and warranty by each Loan Party that such deposit account or other account satisfies the criteria set forth in this definition to constitute a “Restricted Account”.

“Restricted Asset” shall have the meaning as set forth in the definition of Excluded Assets.

“Restriction” shall have the meaning as set forth in the definition of Excluded Assets.

“Revolver Commitment” shall mean, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, and without duplication, the commitment of each Lender to purchase a participation in the Swingline Advances pursuant to Section 2.1(d), in each case in the aggregate amounts set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Commitment Transfer Supplement pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of this Agreement (subject to adjustment as provided pursuant to the terms of Section 2.13, Section 2.20 and Section 2.21).

“Revolving Advances” shall mean Advances made pursuant to Section 2.1 (and shall also include Protective Advances and Swingline Advances to the extent the context implies such).

“Revolving Credit Note” shall have the meaning set forth in Section 2.1(a).

“Revolving Interest Rate” shall mean an interest rate per annum equal to (a) as to US Base Rate Loans, a rate equal to the US Base Rate plus the Applicable Margin for Base Rate Loans, (b) as to Canadian Base Rate Loans, a rate equal to the Canadian Base Rate plus the Applicable Margin for Base Rate Loans, and (c) as to LIBOR Rate Loans, a rate equal to the LIBOR Rate plus the Applicable Margin for LIBOR Rate Loans (in each case, based on the LIBOR Rate applicable for the Interest Period selected by Borrowers (or Administrative Borrower on behalf of Borrowers) as in effect two (2) Business Days prior to the commencement of the Interest Period, whether such rate is higher or lower than any rate previously quoted to Borrowers (or Administrative Borrower on behalf of Borrowers)).

“Sanctioned Entity” shall mean (a) an agency of the government of, (b) an organization directly or indirectly controlled by, or (c) a person resident in, a country that is subject to a sanctions program identified on the list maintained and published by OFAC and available at

45

▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇, or as otherwise published from time to time as such program may be applicable to such agency, organization or person.

“Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇/▇▇▇▇▇.▇▇▇▇ or as otherwise published from time to time.

“Schedule I Reference Banks” shall mean The Toronto-Dominion Bank, Royal Bank of Canada, The Bank of Nova Scotia and such other Schedule I Canadian chartered banks as may be selected by the Agent.

“Second Lien Agent” shall mean U.S. Bank National Association, and its successors and assigns, in its capacity as trustee and collateral agent under the Second Lien Loan Documents.

“Second Lien Indenture” shall mean that certain Indenture, dated as of the date hereof, by and among the Second Lien Agent, the holders of the Second Lien Notes from time to time party thereto, Parent, and the other Loan Parties party thereto.

“Second Lien Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, by and among Agent, the Second Lien Agent, and Loan Parties, as the same may hereafter be amended, modified, supplemented, renewed, restated or replaced.

“Second Lien Loan Documents” shall mean the Second Lien Indenture and any and all other agreements, instruments and documents executed and delivered in connection with the Second Lien Indenture, as the same may hereafter be amended or modified from time to time to the extent permitted under Section 7.15.

“Second Lien Maximum Debt” shall mean the sum of (a) $225,000,000 plus (b) the amount of any additional Indebtedness under the Indenture after the date hereof, so long as, as of the date of the incurrence of any such Indebtedness, each of the following conditions are satisfied: (i) immediately prior to and after giving effect to the incurrence of any such Indebtedness, no Event of Default shall exist or have occurred and be continuing (ii) Global Undrawn Availability for the thirty (30) consecutive day period prior to the incurrence of any such Indebtedness, shall not be less than the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $17,500,000; and (iii) as of the date of and after giving effect to any incurrence of any such Indebtedness, Global Undrawn Availability shall not be less than the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $17,500,000.

“Second Lien Note Prepayment Conditions” shall mean:

(a)           as of the date Parent delivers a notice to make an offer to repurchase the Second Lien Notes with Excess Cash Flow, each of the following conditions shall have been satisfied on such date:  (i) no Event of Default shall exist and be continuing, (ii) Global Excess Liquidity for the thirty (30) consecutive days prior to, and on the date of, delivery of notice of any such offer shall not be less than the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $17,500,000, (iii) as of the end of the immediately preceding quarter, the Loan Parties, on a consolidated basis,

46

shall have had a Fixed Charge Coverage Ratio of not less than 1.10:1.00, and (iv) Agent shall have received a certificate from Parent, executed by a Responsible Officer of Parent, certifying to Agent as to whether the Maximum Credit has been or will be reduced by the amount of such offer (or a portion thereof) and shall set forth the amount of the concurrent corresponding permanent reduction in the Maximum Credit which has been included in clause (E) in the calculation of Excess Cash Flow; or

(b)           as of the date Parent makes an optional redemption of any Second Lien Notes, each of the following conditions shall have been satisfied on such date:  (i) no Event of Default shall exist and be continuing, (ii) Global Excess Liquidity for the thirty (30) consecutive days prior to, and on the date of, any such redemption shall not be less than the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time, and (B) $17,500,000, and (iii) as of the end of the immediately preceding quarter, the Loan Parties, on a consolidated basis, shall have had a Fixed Charge Coverage Ratio of not less than 1.10:1.00; or

(c)           as of the date Parent makes an open market purchase of any Second Lien Notes, each of the following conditions shall have been satisfied on such date:  (i) no Event of Default shall exist and be continuing, (ii) Global Excess Liquidity for the thirty (30) consecutive days prior to, and on the date of, any such open market purchase shall not be less than the greater of (A) seventeen and one-half (17.5%) percent of the lesser of (1) the Maximum Credit and (2) the Borrowing Base at such time and (B) $17,500,000, and (iii) as of the end of the immediately preceding quarter, the Loan Parties, on a consolidated basis, shall have had a Fixed Charge Coverage Ratio of not less than 1.10:1.00.

“Second Lien Notes” shall mean, collectively, Parent’s Senior Secured Notes issued pursuant to the Second Lien Indenture in the aggregate original principal amount of $225,000,000.

“Secured Party” shall mean Agent, the Lenders, Issuer and Bank Products Provider; sometimes hereinafter collectively referred to as “Secured Parties”.

“Senior Unsecured Notes” shall mean, collectively, Parent’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Agreement in the aggregate original principal amount of $50,000,000, subject to increase upon the “Initial Purchasers’” exercise of the “Overallotment Option” (as such quoted terms are defined in the Senior Unsecured Notes Agreement).

“Senior Unsecured Notes Agreement” shall mean that certain Indenture, dated as of the date hereof, by and among Parent and Jefferies Finance LLC, as the initial purchaser, and the other Loan Parties party thereto, as amended or modified from time to time to the extent permitted by Section 7.15.

“Senior Unsecured Notes Documents” shall mean the Senior Unsecured Notes Agreement, the Senior Unsecured Notes and any and all other agreements, instruments and documents executed and delivered in connection with the Senior Unsecured Notes Agreement.

“Settlement Date” shall mean the Closing Date and thereafter every Business Day designated by Agent as a “Settlement Date” by notice from Agent to each Lender, but not less frequently than weekly.

47

“Solvent” shall mean, at any time with respect to any Person, that at such time such Person  (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the date hereof, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such Person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).

“Statutory Reserves” shall mean for any Interest Period for any LIBOR Rate Loan, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion US Dollars against “Eurocurrency liabilities” (as such term is used in Regulation D).  LIBOR Rate Loans shall be deemed to constitute LIBOR liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“Subsidiary” shall mean, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding shares or other equity interests as to have more than fifty (50%) percent of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity.  Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Borrowers.

“Supermajority Lenders” (a) if there are three (3) or more Lenders, at least two (2) or more Lenders having Commitment Percentages the aggregate amount of which exceeds sixty-six and two-thirds (66 2/3%) percent, and (b) if there are either one (1) or two (2) Lenders, all Lenders

“Swingline Lender” shall mean (a) ▇▇▇▇▇ Fargo with respect to any Swingline Advances made to US Borrowers, (b) ▇▇▇▇▇ Fargo Canada with respect to any Swingline Advances made to Canadian Borrowers, or (c) any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such Lender’s sole discretion, to become a Swingline Lender to US Borrowers and/or to Canadian Borrowers under Section 2.1(d).

“Swingline Advances” shall mean each Revolving Advance converted by Agent to a Swingline Advance pursuant to Section 2.1(d).

“Swingline Commitment” shall mean, with respect to ▇▇▇▇▇ Fargo, its Swingline Commitment as set forth besides its name under the applicable heading on Schedule C-1.

“Swingline Interest Rate” shall mean an interest rate per annum equal to the Revolving Interest Rate applicable to US Base Rate Loans or Canadian Base Rate Loans, as applicable.

“Swingline Note” shall have the meaning set forth in Section 2.1(d).

48

“Target” shall have the meaning as set forth in the definition of Permitted Acquisition.

“Tax” or “Taxes” shall mean any tax, fee, premium, charge, duty, escheat or other amount imposed by a Governmental Body and any interest, penalty, or addition to tax imposed with respect thereto or any applicable law, treaty, regulation or directive.

“Tax Lien” shall have the meaning as set forth in the definition of Permitted Encumbrances.

“Term” shall mean the period commencing on the Closing Date and ending on the Termination Date.

“Termination Date” shall have the meaning set forth in Section 13.1.

“Title IV Plan” shall mean a Plan (other than a Multiemployer Plan), that is covered by Title IV of ERISA, and that any Loan Party or ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

“Toxic Substance” shall mean and include any material present on the Real Property or the leasehold interests which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state or other law, or any other applicable federal, state or other laws now in force or hereafter enacted relating to toxic substances.  “Toxic Substance” includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints.

“Transferee” shall have the meaning set forth in Section 17.3(b).

“Tube Canada” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Person.

“Tube Texas” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Person.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York, and any successor statute, as in effect from time to time (except, that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Agent may otherwise determine in its Permitted Discretion); provided, that, any term defined by reference to the “UCC” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the Personal Property Security Act of each applicable province of Canada, the Civil Code of Quebec, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada), in all cases for the extension, preservation or betterment of the security and rights of Agent and Secured Parties.

“Unfunded Pension Liability” shall mean, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, all determined as of the most recent valuation date for each such

49

Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan, and (b) for a period of five (5) years following a transaction which might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by any Loan Party or any ERISA Affiliate as a result of such transaction.

“Unutilized Commitment Fee” shall mean the fee payable by Borrowers to Agent, for the ratable benefit of Lenders, under Section 3.3(a).

“US Advances” shall mean Advances made to the US Borrowers.

“US Base Rate” shall have the meaning set forth in the definition of Base Rate.

“US Base Rate Loans” shall mean any Advances or portion thereof denominated in US Dollars and on which interest is payable based on the US Base Rate in accordance with the terms hereof.

“US Borrower” or “US Borrowers” shall have the meanings set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“US Borrowers’ Account” shall have the meaning set forth in Section 2.7.

“US Borrowing Base” shall mean, at any time, as to US Borrowers, the amount equal to:

(a)           eighty-five (85%) percent of Eligible Accounts of US Borrowers, plus

(b)           the amount equal to the lesser of (i) seventy (70%) percent of the Value of the Eligible Inventory of US Borrowers and (ii) eighty-five (85%) percent of the Net Liquidation Percentage multiplied by the Value of the Eligible Inventory of US Borrowers, minus

(c)           Reserves.

“US Cash Equivalents” shall mean, at any time, (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than two hundred seventy (270) days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P 1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within one (1) year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit

50

Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven (7) days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“US Collateral” shall mean all Collateral of any US Loan Party.

“US Commitment” shall mean, at any time, as to each Lender, the principal amount set forth next to such Lender’s name on Schedule C-1 hereto designated as the US Commitment of such Lender or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 13.7 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being collectively referred to herein as “US Commitments”.

“US Credit Facility” shall mean the Advances and Letters of Credit provided to or for the benefit of US Borrowers pursuant to Sections 2.1 and 2.2 hereof.

“US Dollar Equivalent” shall mean at any time (a) as to any amount denominated in US Dollars, the amount thereof at such time, and (b) as to any amount denominated in any other currency, the equivalent amount in US Dollars calculated by Agent in its Permitted Discretion at such time using the Exchange Rate in effect on the Business Day of determination.

“US Dollar Loans” shall mean any Advances or portion thereof which are denominated in US Dollars.

“US Dollars”, “US$”, “Dollars” and “$” shall each mean lawful currency of the United States of America.

“US Guarantors” shall mean, collectively, (a) Transtar Inventory Corp., a corporation organized under the laws of the state of Delaware, (b) Keystone Tube Company, LLC, a limited liability company organized under the laws of the state of Delaware, and (c) any other Person that at any time after the date hereof becomes party to a guarantee in favor of Agent or any Lender or otherwise liable on or with respect to the US Obligations or who is the owner of any property which is security for the US Obligations (other than Borrowers); each sometimes referred to herein individually as a “US Guarantor”.

“US Issuer” shall mean (a) ▇▇▇▇▇ Fargo or any of its Affiliates, (b) any US Lender or (c) any other financial institution (which in the case of any other financial institution in this clause (c), to the extent approved by Agent and, so long as no Event of Default exists and is continuing, Administrative Borrower (it being understood and agreed that The Toronto-Dominion Bank is acceptable to Agent and Administrative Borrower), that shall issue a Letter of Credit for the account of a US Borrower and has agreed in a manner reasonably satisfactory to Agent to be subject to the terms hereof as a US Issuer.

51

“US Lender” shall mean, at any time, each Lender having a US Commitment or an Advance made to US Borrowers owing to it at such time; sometimes being referred to herein collectively as “US Lenders”.

“US Letter of Credit Limit” shall mean, on any date of determination, $20,000,000, minus the amount of all then outstanding Canadian Letter of Credit Obligations.

“US Letter of Credit Obligations” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit issued for the account of a US Borrower outstanding at such time, plus (b) the aggregate amount of all drawings under Letters of Credit for a US Borrower for which Issuer has not at such time been reimbursed, plus (c) without duplication, the aggregate amount of all payments made by each Lender to the US Issuer with respect to such Lender’s participation in Letters of Credit issued for the account of a US Borrower as provided in Section 2.2 for which US Borrowers have not at such time reimbursed the Lenders, whether by way of a Revolving Advance or otherwise.

“US Loan Parties” shall mean, collectively, Borrowers and Guarantors, in each case, other than the Canadian Loan Parties; each sometimes being referred to individually as a “US Loan Party”.

“US Obligations” shall mean all Obligations of the US Loan Parties.

“US Payment Account” shall mean Agent’s account set forth on Schedule 2.3 or such other account of Agent, if any, which Agent may designate by notice to Administrative Borrower and to each Lender to be the US Payment Account.

“US Revolving Loan Borrowing Limit” shall mean, as to US Borrowers at any time, the amount equal to the US Revolving Loan Maximum Amount minus the US Dollar Equivalent of Advances and US Letters of Credit Obligations outstanding to the US Borrowers.

“US Revolving Loan Maximum Amount” shall mean, at any given time, the lesser of (a) the Maximum Credit and (b) an amount equal to thirty-five (35%) of the First Lien Intercreditor Borrowing Base.

“US Subsidiary” shall mean a Subsidiary organized, incorporated or otherwise formed under the laws of the United States or any state thereof or the District of Columbia.

“US Undrawn Availability” shall mean, as to US Borrowers, on any date of determination, as determined by Agent in its Permitted Discretion, calculated at any date, equal to:  (a) the lesser of: (i) the US Borrowing Base and (ii) the US Revolving Loan Borrowing Limit, minus (b) the sum of: (i) the amount of all then outstanding and unpaid US Obligations of US Borrowers (but not including for this purpose any outstanding US Letter of Credit Obligations and unasserted contingent indemnification US Obligations), plus (ii) the amount of all Reserves then established in respect of US Letter of Credit Obligations.

“Value” shall mean, the US Dollar Equivalent, as determined by Agent in its Permitted Discretion, with respect to Inventory, of the lower of (a) cost computed on a first-in first-out basis in accordance with GAAP consistently applied or (b) market value; provided, that, for purposes of the calculation of the Borrowing Base, (i) the Value of the Inventory shall not include: (A) the portion of

52

the value of Inventory equal to the profit earned by any Affiliate on the sale thereof to any Borrower or (B) write-ups or write-downs in value with respect to currency exchange rates and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the most recent appraisal of the Inventory received and accepted by Agent for the purposes of this Agreement (which appraisal must be performed by an appraisal company selected by Agent using assumptions and appraisal methods acceptable to Agent, pursuant to an appraisal report acceptable to Agent on which Agent is expressly permitted to rely).

“VAT” shall mean value added tax imposed in Canada or any other jurisdiction and any equivalent tax applicable in any jurisdiction (including goods and services tax, harmonized sales tax and Québec sales tax).

“Waterfall Event” shall mean the occurrence of (a) failure by Borrowers to repay all of the Obligations as of the end of the Term or after the Obligations have been accelerated, or (b) an Event of Default and the election by the Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 11.2(b).

“Week” shall mean the time period commencing with the opening of business on a Monday and ending on the end of business the following Sunday.

“▇▇▇▇▇ Fargo” shall mean ▇▇▇▇▇ Fargo Bank, National Association, a national banking association.

“▇▇▇▇▇ Fargo Canada” shall mean ▇▇▇▇▇ Fargo Capital Finance Corporation Canada, an Ontario corporation.

1.3          Uniform Commercial Code Terms.

All terms used herein and defined in the UCC, including, the terms accessions, account debtor, certificated security, chattel paper, commercial tort claim, deposit account, document, electronic chattel paper, equipment, financial asset, fixtures, goods, health-care-insurance receivable, inventory, instrument, investment property, letter-of-credit rights, payment intangibles, proceeds, securities accounts, security, security entitlement, software, supporting obligations and uncertificated security, shall have the meaning given therein unless otherwise defined herein or unless the context provides otherwise.

1.4          Certain Matters of Construction.

The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement unless otherwise specified.  The terms “including” and other words of similar import refer to “including, but not limited” unless otherwise specified. Any pronoun used shall be deemed to cover all genders.  Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa.  All references to statutes (including the UCC) and related regulations shall include any amendments of same and any successor statutes and regulations.  Unless otherwise provided, all references to any instruments or agreements, including, without limitation, references to this Agreement or any of the Other Documents, shall include any and all

53

modifications or amendments thereto and any and all extensions or renewals thereof to the extent not prohibited by this Agreement or any Other Document.  The amount outstanding under any Letter of Credit shall mean, at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances, plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit.  Unless otherwise provided, US Dollar ($) baskets set forth in the representations and warranty, covenants and event of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the US Dollar Equivalents thereof as of such date of measurement.

2.             ADVANCES, PAYMENTS.

2.1          Revolving Advances.

(a)           Subject to and upon the terms and conditions contained herein,

(i)            each US Lender severally (and not jointly) agrees to make its Commitment Percentage of Revolving Advances in US Dollars (which Revolving Advances shall be repayable in US Dollars) to US Borrowers from time to time in amounts requested by Administrative Borrower on behalf of US Borrowers up to the aggregate amount outstanding for all US Lenders at any time equal to the lesser of:  (A) the US Borrowing Base at such time or (B) the amount equal to (1) the US Revolving Loan Maximum Amount minus (2) the sum of (x) the US Dollar Equivalent of the aggregate amount of Revolving Advances outstanding to Canadian Borrowers at such time, and (y) the US Dollar Equivalent of the Canadian Letter of Credit Obligations at such time, and

(ii)           each Canadian Lender severally (and not jointly) agrees to make its Commitment Percentage of Revolving Advances in Canadian Dollars or US Dollars to Canadian Borrowers (which Revolving Advances shall be repayable in the currency in which such Revolving Advance was made) from time to time in amounts requested by Administrative Borrower on behalf of Canadian Borrowers up to the aggregate amount thereof outstanding for all Canadian Lenders at any time equal to the lesser of:  (A) the US Dollar Equivalent of the Canadian Borrowing Base at such time or (B) an amount equal to the Canadian Revolving Loan Maximum Amount, or (C) the amount equal to (1) the US Revolving Loan Maximum Amount minus (2) the sum of (x) the aggregate amount of Revolving Advances outstanding to US Borrowers at such time, and (y) the US Letter of Credit Obligations at such time.

Notwithstanding the foregoing, the aggregate amount of Advances and Letters of Credit which shall be made available to Borrowers on the Closing Date shall not exceed $40,000,000 in the aggregate. All Advances made by US Lenders to US Borrowers shall be US Dollar Loans and all Advances made by Canadian Lenders to Canadian Borrowers shall be Canadian Dollar Loans or US Dollar Loans.  US Dollar Loans shall be available by way of US Base Rate Loans and LIBOR Rate Loans; and Canadian Dollar Loans shall be available by way of Canadian Base Rate Loans and BA Rate Loans.  To the extent required by a Lender, the Revolving Advances made by such Lender shall be evidenced by a promissory note in the form attached as Exhibit E-1 and/or Exhibit E-2, as applicable (each, a “Revolving Credit Note”; it being understood that no such promissory note shall include a grant of a Lien in favor of any individual Lender).

54

(b)           Except with the consent of Agent and all Lenders, or as otherwise provided herein, (i) the US Dollar Equivalent of the aggregate principal amount of the Revolving Advances and the Letter of Credit Obligations outstanding at any time shall not exceed the Maximum Credit, (ii) the US Dollar Equivalent of the aggregate principal amount of the Revolving Advances and US Letters of Credit Obligations of US Borrowers outstanding at any time shall not exceed the lesser of (A) the US Borrowing Base or (B) the US Revolving Loan Borrowing Limit, and (iii) the US Dollar Equivalent of the aggregate principal amount of the Revolving Advances and Canadian Letter of Credit Obligations of Canadian Borrowers outstanding at any time shall not exceed the lesser of (A) the Canadian Borrowing Base or (B) the US Dollar Equivalent of the Canadian Revolving Loan Maximum Amount.

(c)           In the event that any of the limits referred to in Section 2.1(b) above are exceeded, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent (which demand shall be made if directed by the Required Lenders), which may be made at any time or from time to time, promptly repay to Agent the entire amount of any such excess(es) for which payment is demanded; provided, that, if such excess is as a direct result of the establishment of a Reserve and not as a result of any other factor, such excess shall be paid within five (5) days.

(d)           Swingline Advances.  Agent may convert any request by the Borrowers for a Revolving Advance into a request for a Swingline Advance from the Swingline Lender.  The Swingline Advance shall bear interest at the Swingline Interest Rate and the US Dollar Equivalent of the aggregate amount of all Swingline Advances shall not exceed at any time outstanding the Maximum Swingline Advance Amount.  To the extent required by the Swingline Lender, the Swingline Advances made by the Swingline Lender shall be evidenced by a promissory note in a form acceptable to Agent and the Swingline Lender (each, a “Swingline Note”).  Upon the making of a Swingline Advance (whether before or after the occurrence of a Default or Event of Default), without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swingline Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage in such Swingline Advance.  To the extent that there is no settlement in accordance with Section 2.12(c) below, the Swingline Lender or Agent, as the case may be, may at any time, require the Lenders to fund their participations.  From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Advance, Agent shall promptly distribute to such Lender, such Lender’s Commitment Percentage of all payments of principal and interest received by Agent in respect of such Swingline Advance.

2.2          Procedure for Borrowing.

(a)           Administrative Borrower shall notify Agent of the request by any applicable Borrower(s) to incur a Revolving Advance hereunder.  Such notice shall be in the form of the Notice of Advance Request attached hereto as Exhibit C and shall be required to be delivered by Administrative Borrower to Agent on or prior to 1:00 p.m. (Chicago time) (i) on the Business Day of the date of such requested borrowing with respect to Base Rate Loans, and (ii) three (3) Business Days prior to the date of such requested borrowing with respect to LIBOR Rate Loans or BA Rate Loans.  Each such notice shall include (A) an indication of which Borrower is requesting such Revolving Advance, (B) the amount of such proposed borrowing (which amount with respect to (1)

55

LIBOR Rate Loans shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof, (2) BA Rate Loans shall be in a minimum amount of Cdn$500,000 and in integral multiples of Cdn$100,000 in excess thereof, and (3) with respect to Base Rate Loans shall be in a minimum amount of $10,000), (C) the date of such proposed borrowing (which must be a Business Day), (D) if the requested borrowing is on behalf of a US Borrower, (E) if the requested borrowing is on behalf of a Canadian Borrower, whether such borrowing is a US Dollar Loan or a Canadian Dollar Loan, and (F) whether such borrowing is to be initially either a LIBOR Rate Loan or a BA Rate Loan (and if so, the duration of the first (1st) Interest Period therefor) or a Base Rate Loan.  Additionally, any amount required to be paid as interest, fees, charges or other Obligations under this Agreement or any Other Document, at the election of Agent, shall be deemed a request by Borrowers for a Revolving Advance as of the date such payment is due, in the amount required to pay in full or in part such interest, fee, charge or other Obligation under this Agreement or any Other Document and such deemed request shall be irrevocable.

(b)           Interest Periods for LIBOR Rate Loans and BA Rate Loans shall be for one (1), two (2), three (3) or six (6) months.  At the election of Agent or Required Lenders, no LIBOR Rate Loan or BA Rate Loan shall be made available to the Borrowers during the continuance of a Default or an Event of Default.  After giving effect to each LIBOR Rate Loan and each BA Rate Loan (or any conversion to a LIBOR Rate Loan or BA Rate Loan), there shall not be outstanding more than six (6) LIBOR Rate Loans and BA Rate Loans in the aggregate.

(c)           Each Interest Period of a LIBOR Rate Loan or BA Rate Loan shall commence on the date such LIBOR Rate Loan or BA Rate Loan is made and shall end on such date as Administrative Borrower may elect as set forth in clause (E) of Section 2.2(a); provided, that, in the case of LIBOR Rate Loans, the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period for either LIBOR Rate Loans or BA Rate Loans shall end after the Termination Date (and in no event shall an Interest Period for any such LIBOR Rate Loan or BA Rate Loan pertain to amounts that are greater than the amounts of such LIBOR Rate Loan or BA Rate Loan that are permitted to be outstanding during such Interest Period).

(d)           Administrative Borrower shall elect the initial Interest Period applicable to a LIBOR Rate Loan or BA Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(a) or by its Notice of Conversion given to Agent pursuant to Section 2.2(e), as the case may be.  Administrative Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan or BA Rate Loan; provided, that, at the election of Agent or Required Lenders, no loan shall be converted to a LIBOR Rate Loan or BA Rate Loan, as applicable, if an Event of Default shall have occurred and be continuing.  If Agent does not receive timely notice of the Interest Period elected by Administrative Borrower, Administrative Borrower shall be deemed to have elected to convert to a US Base Rate Loan or Canadian Base Rate Loan, as applicable, subject to Section 2.2(e).

(e)           Administrative Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Loan or BA Rate Loan, or on any Business Day with respect to Base Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount; provided, that, any conversion of a LIBOR Rate Loan or BA

56

Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan or BA Rate Loan; provided further, that, at the election of Agent or Required Lenders, no loan shall be converted to a LIBOR Rate Loan or BA Rate Loan if an Event of Default shall have occurred and be continuing.  If the US Borrowers desire to convert US Base Rate Loans to a LIBOR Rate Loan or convert a LIBOR Rate Loan to a US Base Rate Loan, or the Canadian Borrowers desire to convert Canadian Base Rate Loans to a BA Rate Loan or convert a BA Rate Loan to a Canadian Base Rate Loan, Administrative Borrower shall give Agent a Notice of Conversion not less than three (3) Business Days’ prior to such conversion, specifying the date of such conversion, the Advances to be converted and if the conversion is from a US Base Rate Loan to a LIBOR Rate Loan or a Canadian Base Rate Loan to a BA Rate Loan the duration of the first (1st) Interest Period therefor.  After giving effect to each such conversion, there shall not be outstanding more than the number of LIBOR Rate Loans and BA Rate Loans permitted by Section 2.2(b).  Any LIBOR Rate Loans shall automatically convert to US Base Rate Loans, and any BA Rate Loans shall automatically convert to Canadian Base Rate Loans, upon the last day of the applicable Interest Period, unless Agent has received and approved a request to continue such LIBOR Rate Loan or BA Rate Loan at least three (3) Business Days prior to such last day in accordance with the terms hereof.  Any LIBOR Rate Loans or BA Rate Loan shall, at Agent’s option, upon notice by Agent to Administrative Borrower, be subsequently converted to US Base Rate Loans or Canadian Base Rate Loans, as applicable, in the event that this Agreement shall terminate or not be renewed.  Notwithstanding anything to the contrary contained herein, Agent and Lenders shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR Rate market to fund any LIBOR Rate Loans, but the provisions hereof relating to LIBOR Rate Loans shall be deemed to apply as if Agent and Lenders had purchased such deposits to fund the LIBOR Rate Loans.

(f)            At the option of the Borrowers and upon three (3) Business Days’ prior written notice, the Borrowers may prepay the LIBOR Rate Loans or BA Rate Loans in whole at any time or in part from time to time, without premium or penalty (except as otherwise expressly provided in Section 2.2(g)), but with accrued interest on the principal being prepaid to the date of such repayment.  Administrative Borrower shall specify the date of prepayment of Advances which are LIBOR Rate Loans or BA Rate Loans and the amount of such prepayment.  In the event that any prepayment of a LIBOR Rate Loan or a BA Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, the applicable Borrower and each other Loan Party shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g).

(g)           Each Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by the Borrowers in the payment of the principal of or interest on any LIBOR Rate Loan or BA Rate Loan or failure by the Borrowers to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan or BA Rate Loan after notice thereof has been given, including, but not limited to, Agent’s and Lenders’ standard charges with respect to the foregoing and any interest payable by Agent or Lenders to lenders of funds obtained by any of them in order to make or maintain their respective LIBOR Rate Loans or BA Rate Loans hereunder.  Notwithstanding the foregoing, Canadian Loan Parties shall have no obligation to indemnify Agent and Lenders for any such loss or expense arising in connection with any US Advances.  A certificate as to any additional amounts payable pursuant to

57

the foregoing sentence submitted by Agent (or the applicable Lenders) to Administrative Borrower and Agent shall be conclusive absent manifest error; provided, that, no such certificate shall be required in the case of Agent’s and Lenders’ standard charges with respect to the events indemnified in this Section 2.2(g)).

(h)           Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall after the Closing Date make it unlawful for any Lender (for purposes of this Section 2.2(h), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any LIBOR Rate Loans or BA Rate Loans) to make or maintain its LIBOR Rate Loans or BA Rate Loans, such Lender shall notify the Agent and Administrative Borrower, and upon such notification, the obligation of such Lender to make such LIBOR Rate Loans or BA Rate Loans hereunder shall forthwith be cancelled and the Borrowers shall, if any affected LIBOR Rate Loans or BA Rate Loans are then outstanding, promptly upon notice from Agent, either pay all such affected LIBOR Rate Loans or BA Rate Loans or convert such affected LIBOR Rate Loans into US Base Rate Loans or convert such affected BA Rate Loans into Canadian Base Rate Loans (and following such notification any request for LIBOR Rate Loans or BA Rate Loans from such Lender shall be deemed to be a request for US Base Rate Loans or Canadian Base Rate Loans, as applicable).  If any such payment or conversion of any LIBOR Rate Loan or BA Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Loan or BA Rate Loan, the Borrowers shall pay Agent, upon Agent’s notice, such amount or amounts as may be necessary to compensate such Lender for any loss or expense sustained or incurred by such Lender in respect of such LIBOR Rate Loan or BA Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by such Lender to lenders of funds obtained by such Lender in order to make or maintain such LIBOR Rate Loan or BA Rate Loan.  A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent (or the applicable Lenders) to Administrative Borrower and Agent shall be conclusive absent manifest error.

2.3          Disbursement of Advance Proceeds.

All Advances shall be disbursed from whichever office or other place Agent or Lenders, as applicable, may designate from time to time.  During the Term, the Borrowers may request, repay and reborrow Revolving Advances, all in accordance with the terms and conditions of this Agreement.  The proceeds of each Revolving Advance requested by Administrative Borrower on behalf of the Borrowers or deemed to have been requested by the Borrowers (or Administrative Borrower on behalf of the Borrowers) under Section 2.2(a) shall, subject to the terms and conditions of this Agreement with respect to requested Revolving Advances, be made available to the Borrowers on the Business Day so requested by way of credit to the applicable Borrowers’ operating account as set forth on Schedule 2.3 in immediately available federal funds or other immediately available funds or, with respect to Revolving Advances deemed to have been requested by the Borrowers (or Administrative Borrower on behalf of the Borrowers), be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request.

2.4          [Reserved.]

58

2.5          Repayment of Advances.

(a)           The Revolving Advances shall be due and payable in full on the Termination Date subject to earlier prepayment as herein provided.

(b)           The Borrowers recognize that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received.  In consideration of Agent’s consideration (subject to the last sentence of this clause (b)) to conditionally credit the Borrowers’ Account as of the Business Day on which Agent receives those items of payment, the Borrowers agree that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Agent on account of the applicable Obligations on the date of confirmation to Agent by the Blocked Account bank or Depository Account bank, as provided for in Section 4.14(h), that such items of payment have been collected in good funds and finally credited to Agent’s account; provided, that, this sentence shall only be applicable upon the occurrence and during the continuance of a Cash Dominion Event.  Without limiting the above provisions of this clause (b), Agent is not, however, required to credit the Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge the Borrowers’ Account for the amount of any item of payment which is returned to Agent unpaid.

(c)           All Obligations of US Borrowers and US Guarantors shall be payable to the US Payment Account and all Obligations of Canadian Borrowers, Canadian Guarantors and the US Guarantors in respect of the Canadian Obligations shall be payable to the Canadian Payment Account not later than 2:00 p.m. (Chicago time) on the due date therefor (or, if such due date is not a Business Day, on the next Business Day) in lawful money of the United States of America or Canada, as applicable, in funds immediately available to Agent.  Any payment received by Agent subsequent to 2:00 p.m. (Chicago time) on any Business Day (regardless of whether such payment is due on such Business Day) shall be deemed received by Agent, and shall be applied to the applicable Obligations intended to be paid thereby, on the next Business Day.  Agent shall have the right to effectuate payment on any and all Obligations due and owing hereunder by charging the Borrowers’ Account or by making Revolving Advances as provided in Section 2.2.

(d)           The Borrowers shall pay principal, interest, and all other amounts payable hereunder and under each Other Document without any deduction whatsoever, including, but not limited to, any deduction for any setoff or counterclaim.

(e)           If, notwithstanding the terms of this Agreement or any Other Document, Agent or any Lender receives any payment from or on behalf of any Borrower or any other Loan Party in a currency other than the Currency Due, Agent or such Lender may convert the payment (including the monetary proceeds of realization upon any Collateral and any funds then held in a cash collateral account and any payments received from a Blocked Account after a Cash Dominion Event) into the Currency Due at an exchange rate selected by Agent or such Lender in the manner contemplated by Section 17.5 and Borrowers shall reimburse Agent and Lenders on demand for all costs they incur with respect thereto (or Agent may, at its option, charge such costs to the loan account of any Borrower maintained by such Agent).  To the extent permitted by law, the obligation shall be satisfied only to the extent of the amount actually received by Agent upon such conversion.

59

(f)            Notwithstanding anything to the contrary set forth in any of the Other Documents, (i) all payments by or on behalf of Canadian Borrowers and Canadian Guarantors shall be applied only to the Canadian Obligations, and (ii) all payments in respect of the Canadian Obligations shall be applied to Canadian Obligations denominated in the same currency as the payments received; provided, that, with respect to this clause (ii), (A) payments and collections received in any currency other than the Currency Due will be accepted and/or applied at the discretion of the Agent, and (B) in the event that Agent elects to accept and apply such amounts when there are no Obligations (other than Obligations in respect of Letter of Credit or other contingent Obligations) then outstanding in the same currency, Agent may, at its option (but is not obligated to), convert such currency received into the Currency Due at the Exchange Rate selected by Agent or such Lender in the manner contemplated by Section 17.5 and Borrowers shall reimburse Agent and Lenders on demand for all costs they incur with respect thereto (or Agent may, at its option, charge such costs to the loan account of any Borrower maintained by such Agent).

(g)           Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in US Dollars.  For the purpose of such calculations, comparisons, measurements or determinations, amounts denominated in other currencies shall be converted to the US Dollar Equivalent thereof on the date of calculation, comparison, measurement or determination.  In particular, unless expressly provided otherwise, where a reference is made to a US Dollar amount, the amount is to be considered as the amount in US Dollars and, therefore, each other currency shall be converted into the US Dollar Equivalent thereof.

2.6          Repayment of Excess Advances.

If for any reason US Undrawn Availability or Canadian Undrawn Availability is at any time less than $0 or the balance of any or all of the outstanding US Advances and US Letters of Credit or Canadian Advances and Canadian Letters of Credit is at any time otherwise in excess of any applicable limitation set forth in this Agreement (subject to Section 17.2(d) with respect to overadvances), such excess amount shall be immediately due and payable, without the necessity of any demand, at the US Payment Account or the Canadian Payment Account (as applicable), it being understood and agreed that it shall be an Event of Default if at any time US Undrawn Availability or Canadian Undrawn Availability is less than $0, provided, that, if US Undrawn Availability or Canadian Undrawn Availability is less than $0 solely as a result of Agent’s implementation of a Reserve and not as a result of any other factors, then no Event of Default shall be deemed to have occurred hereunder unless US Undrawn Availability or Canadian Undrawn Availability continues to be less than $0 for at least five (5) days.

2.7          Statement of Account.

Agent shall maintain, in accordance with its customary procedures, a loan account in the name of the US Borrowers (the “US Borrowers’ Account”) in which shall be recorded the date and amount of each Advance made by US Lenders and the date and amount of each payment in respect thereof and a loan account in the name of the Canadian Borrowers (the “Canadian Borrowers’ Account”) in which shall be recorded the date and amount of each Advance made by Canadian Lenders and the date and amount of each payment in respect thereof; provided, however, that, the failure by Agent to record the date or amount of any Advance or any other item shall not adversely

60

affect Agent or any Lender under this Agreement or any Other Document or diminish any obligation of any Loan Party under this Agreement or any Other Document.  Each month, Agent shall send to Administrative Borrower a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and certain other transactions between Lenders and the Borrowers, during such month.  The monthly statements shall be deemed correct and binding upon the Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and the Borrowers unless Agent receives a written statement of the Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Administrative Borrower.  The records of Agent with respect to each Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.8          Letters of Credit.

(a)           Subject to and upon the terms and conditions contained herein and in the Letter of Credit Documents, (i) at the request of Administrative Borrower on behalf of a US Borrower, Agent agrees to cause a US Issuer to issue, and US Issuer agrees to issue, for the account of such US Borrower one or more Letters of Credit, for the ratable risk of each US Lender according to its Commitment Percentage, containing terms and conditions acceptable to Agent and US Issuer and (ii) at the request of Administrative Borrower on behalf of a Canadian Borrowers, Agent agrees to cause a Canadian Issuer to issue, and Canadian Issuer agrees to issue, for the account of Canadian Borrowers one or more Letters of Credit denominated in US Dollars or Canadian Dollars, for the ratable risk of each Canadian Lender according to its Commitment Percentage, containing terms and conditions acceptable to Agent and applicable Issuer; provided, however, that, Agent will not be required to issue or cause to be issued any Letters of Credit to the extent that the face amount of such Letters of Credit would cause US Undrawn Availability (in the case of a request from Administrative Borrower on behalf of a US Borrower) or Canadian Undrawn Availability (in the case of a request from Administrative Borrower on behalf of a Canadian Borrower)to be less than $0.  The maximum aggregate US Dollar Equivalent amount of outstanding Letters of Credit shall not exceed $20,000,000 at any time.  All outstanding reimbursement obligations and disbursements or payments related to Letters of Credit shall be deemed to be Base Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Base Rate Loans.  Notwithstanding anything to the contrary contained in this Agreement, in the event that there is a Defaulting Lender, an Impacted Lender or Prior Defaulting/Impacted Lender, Issuing Bank shall not be required to (and, in any event, shall not if directed by Agent) issue any Letter of Credit, or increase or extend or otherwise amend any Letter of Credit, unless the Borrowers provide cash collateral to Issuing Bank with respect thereto to hold, on terms and conditions satisfactory to Issuing Bank and Agent, in an amount equal to such Defaulting Lender’s, Impacted Lender’s or Prior Defaulting/Impacted Lender’s Commitment Percentage of all obligations in respect of Letters of Credit and in any such event, the Defaulting or Impacted Lender or Prior Defaulting or Impacted Lender shall not be entitled to any commitment fee or Letter of Credit Fees.

(b)           In addition to being subject to the satisfaction of the applicable conditions precedent with respect to Letters of Credit contained in Sections 2.3, 2.9 and 2.10 hereof and the other terms and conditions contained herein, no Letter of Credit shall be available to Canadian Borrowers unless each of the following conditions precedent have been satisfied as determined by Agent in its Permitted Discretion: (i) as of the date of issuance, no order of any court, arbitrator or

61

other Governmental Body 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 Body with jurisdiction over money center banks generally shall prohibit, or request that Canadian Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letter of Credit, (ii) after giving effect to the issuance of such Letter of Credit, the Canadian Letter of Credit Obligations shall not exceed the Canadian Letter of Credit Limit, and (iii) in the case of a Letter of Credit issued for the account of a Canadian Borrower, (A) prior to giving effect to any Reserves with respect to such Letter of Credit, the Canadian Undrawn Availability, on the date of the proposed issuance of any Letter of Credit, shall be equal to or greater than an amount equal to one hundred (100%) percent of the Letter of Credit Obligations with respect thereto, and (B) after giving effect to the issuance of such Letter of Credit, the aggregate amount of Letters of Credit outstanding to the Borrowers shall not exceed $20,000,000.

(c)           Except with the consent of Agent and all Lenders, (i) the amount of all outstanding US Letter of Credit Obligations shall not at any time exceed the US Letter of Credit Limit and (ii) the amount of all outstanding Canadian Letter of Credit Obligations shall not at any time exceed the Canadian Letter of Credit Limit.

2.9          Issuance of Letters of Credit.

(a)           Administrative Borrower may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent US Issuer’s or Canadian Issuer’s (as applicable) standard form of letter of credit application, if requested, letter of credit security agreement, and such other related documents as may be reasonably required pursuant to the terms thereof (collectively, the “Letter of Credit Application”) and any draft, if applicable, completed to the satisfaction of Agent, together with such other certificates, documents and other papers and information as Agent or Issuer may reasonably request.

(b)           Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein, (ii) be denominated in Dollars, and (iii) have an expiry date not later than one (1) year after such Letter of Credit’s date of issuance, and in no event having an expiry date later than five (5) Business Days prior to the Termination Date unless Loan Parties provide cash collateral equal to not less than one hundred five (105%) percent of the face amount thereof to be held by Agent pursuant to a cash collateral agreement in form and substance reasonably satisfactory to Agent; provided, that, any Letter of Credit with a one (1) year term may provide for the renewal thereof for additional one (1) year periods (which shall in no event extend beyond the date referred to in clause (iii) above).

(c)           Agent shall use its reasonable efforts to notify Lenders of the request by Administrative Borrower for a Letter of Credit hereunder, but any failure to so notify Lenders shall not reduce any liability or any obligation of the Lenders hereunder or any rights of Agent hereunder.

62

2.10        Requirements for Issuance of Letters of Credit.

(a)           In connection with the issuance of any Letter of Credit, each US Borrower shall indemnify, save and hold Agent, each US Lender and each US Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent, any US Lender or any US Issuer and expenses and reasonable attorneys’ fees incurred by Agent, any US Lender or any US Issuer arising out of, or in connection with, any Letter of Credit.  The US Borrowers shall be bound by Agent’s or US Issuer’s regulations and good faith interpretations of any Letter of Credit, although this interpretation may be different from US Borrowers’ own interpretation; and, neither Agent, nor any US Lender, nor any US Issuer shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any US Borrower’s (or Administrative Borrower’s) instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit except for Agent’s, any US Lender’s, or any US Issuer’s gross (not mere) negligence or willful misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

(b)           In connection with the issuance of any Letter of Credit, each Canadian Borrower shall indemnify, save and hold Agent, each Canadian Lender and each Canadian Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent, any Canadian Lender or any Canadian Issuer and expenses and reasonable attorneys’ fees incurred by Agent, any Canadian Lender or any Canadian Issuer arising out of, or in connection with, any Letter of Credit.  The Canadian Borrowers shall be bound by Agent’s or Canadian Issuer’s regulations and good faith interpretations of any Letter of Credit, although this interpretation may be different from Canadian Borrowers’ own interpretation; and, neither Agent, nor any Canadian Lender, nor any Canadian Issuer shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any Canadian Borrower’s (or Administrative Borrower’s) instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit except for Agent’s, any Canadian Lender’s, or any Canadian Issuer’s gross (not mere) negligence or willful misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.

(c)           The Borrowers shall authorize and direct any Issuer of a Letter of Credit to deliver to Agent all related payment/acceptance advices, to deliver to Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

(d)           In connection with all Letters of Credit issued or caused to be issued by Agent under this Agreement, each Borrower hereby appoints Agent, or its designee, as its attorney, with full power and authority: (i) to sign and/or endorse each Borrower’s name upon any warehouse or other receipts, Letter of Credit Applications and acceptances; (ii) to sign each Borrower’s name on bills of lading; (iii) to clear Inventory through Customs in the name of each Borrower or Agent or Agent’s designee, and to sign and deliver to Customs officials powers of attorney in the name of each Borrower for such purpose; and (iv) to complete in each Borrower’s name or Agent’s, or in the name of Agent’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof.  Neither Agent nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s

63

or its attorney’s gross (not mere) negligence or willful misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.  This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

(e)           Each US Borrower shall immediately reimburse US Issuer for any draw under any Letter of Credit issued for the account of such US Borrower and pay US Issuer the amount of all other charges and fees payable to US Issuer in connection with any Letter of Credit issued for the account of such US Borrower immediately when due, irrespective of any claim, setoff, defense or other right which such US Borrower may have at any time against Issuer or any other Person.  Each drawing under any Letter of Credit issued for the account of a US Borrower or other amount payable in connection therewith when due shall constitute a request by such US Borrower to Agent for a US Base Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of US Lenders as a Revolving Advance (or on behalf of Swingline Lender as a Swingline Advance, as the case may be).  The date of such Advance shall be the date of the drawing or, as to other amounts, the due date therefor.  Any payments made by or on behalf of Agent or any US Lender to US Issuer and/or related parties in connection with any Letter of Credit shall constitute additional Revolving Advances to such US Borrower pursuant to Section 2.1 (or Swingline Advance, as the case may be).

(f)            Canadian Borrowers shall immediately reimburse Canadian Issuer for any draw under any Letter of Credit issued for the account of Canadian Borrowers and pay Canadian Issuer the amount of all other charges and fees payable to Canadian Issuer in connection with any Letter of Credit issued for the account of Canadian Borrowers immediately when due, irrespective of any claim, setoff, defense or other right which Canadian Borrowers may have at any time against Canadian Issuer or any other Person.  Each drawing under any Letter of Credit issued for the account of Canadian Borrowers or other amount payable in connection therewith when due shall constitute a request by Canadian Borrowers to Agent for a US Base Rate Loan in respect of drawings in US Dollars and Canadian Base Rate Loans for drawings in Canadian Dollars, in the amount of such drawing or other amount then due, and shall be made by Canadian Lenders as Revolving Advances according to their respective Commitment Percentages.  The date of such Advance shall be the date of the drawing or, as to other amounts, the due date therefor.  Any payments made by or on behalf of Agent or any Canadian Lender to Canadian Issuer and/or related parties in connection with any Letter of Credit shall constitute additional Revolving Advances to Canadian Borrowers pursuant to this Section 2 (or Special Agent Loans as the case may be).

(g)           Immediately upon the issuance or amendment of any Letter of Credit issued for the account of a US Borrower, each US Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such US Lender’s Commitment Percentage of the liability with respect to such Letter of Credit and the obligations of US Borrowers with respect thereto (including all US Letter of Credit Obligations with respect thereto).  Each US Lender shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to US Issuer therefor and discharge when due, its Commitment Percentage of all of such obligations arising under such Letter of Credit.  Without limiting the scope and nature of each US Lender’s participation in any such Letter of Credit, to the extent that US Issuer has not been reimbursed or otherwise paid as reasonably required hereunder with respect to any such Letter of Credit or under any such Letter of Credit, each such US Lender shall pay to US Issuer its Commitment Percentage of such

64

unreimbursed drawing or other amounts then due to US Issuer in connection therewith.  Upon receipt by Agent of a repayment from US Borrowers of any amount disbursed by Agent for which Agent had already been reimbursed by US Lenders, Agent shall deliver to each US Lender its Commitment Percentage of such repayment.

(h)           Immediately upon the issuance or amendment of any Letter of Credit issued for the account of a Canadian Borrower, each Canadian Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided interest and participation to the extent of such Canadian Lender’s Commitment Percentage in the liability with respect to such Letter of Credit and the obligations of Canadian Borrowers with respect thereto (including all Canadian Letter of Credit Obligations with respect thereto).  Each Canadian Lender shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to Canadian Issuer therefor and discharge when due, its Commitment Percentage of all of such obligations arising under such Letter of Credit.  Without limiting the scope and nature of each Canadian Lender’s participation in any such Letter of Credit, to the extent that Canadian Issuer or other issuer has not been reimbursed or otherwise paid as required hereunder or under any such Letter of Credit, each Canadian Lender shall pay to Canadian Issuer its Commitment Percentage of such unreimbursed drawing or other amounts then due to Canadian Issuer in connection therewith.  Upon receipt by Agent of a repayment from Canadian Borrowers of any amount disbursed by Agent for which Agent had already been reimbursed by Canadian Lenders, Agent shall deliver to each Canadian Lender its Commitment Percentage of such repayment.

(i)            The Existing Letters of Credit have heretofore been issued, or caused to be issued, by an Issuer for the account of Borrowers, or with respect to which an Issuer has indemnified the issuer of any Existing Letters of Credit or guaranteed to the issuer of any Existing Letters of Credit the performance by such Borrower of its obligations to such issuer, and the Existing Letters of Credit shall be deemed Letters of Credit issued by such Issuer hereunder and subject to all of the terms and conditions of this Agreement applicable to Letters of Credit.

2.11        Additional Payments/Protective Advances.

Any sums expended (a) by Agent or any Lender due to any Loan Party’s failure to perform or comply with its Obligations under this Agreement or any Other Document, or (b) by Agent to protect the Collateral or enhance the likelihood of repayment of the Obligations or any portion thereof (as determined by Agent in its Permitted Discretion) may, in Agent’s Permitted Discretion, be charged to the US Borrowers’ Account, or in the case of such failure by a Canadian Loan Party, the Canadian Borrowers’ Account as a Revolving Advance (regardless of whether or not the conditions specified in this Agreement for the making of a Revolving Advance have been satisfied, including, without limitation, Sections 2.1 or 8.2) and added to the US Obligations or Canadian Obligations, as applicable, and each Lender shall be obligated in connection therewith as if such conditions had been satisfied (including, without limitation, to fund its Commitment Percentage of such Revolving Advances).  Such sums charged to the Borrowers’ Account as a Revolving Advance (collectively, “Protective Advances”), plus the amount of intentional overadvances made pursuant to Section 17.2(d), shall not exceed an amount outstanding equal to ten (10%)percent of the Maximum Credit without the consent of each of the Lenders.  Notwithstanding anything contained in this Section 2.11 to the contrary, any proposed Protective Advance shall be subject to the limitations set forth in Section 2.1(b)(i).

65

2.12        Manner of Borrowing and Payment.

(a)           Each borrowing of Advances shall be advanced according to the applicable Commitment Percentages of Lenders.

(b)           All proceeds of Collateral, together with each payment (including each prepayment) by the Borrowers on account of the principal of the Advances, shall be applied to the Advances pro rata according to the applicable Commitment Percentages of Lenders.  Except as expressly provided herein, all payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made in the Dollars without setoff or counterclaim and shall be made to Agent on behalf of the Agent and the Lenders to the applicable Payment Account, in each case on or prior to the time specified in Section 2.17(c) in immediately available funds.

(c)           Notwithstanding anything to the contrary contained in Sections 2.13(a) and 2.13(b) or any other provision of this Agreement, commencing with the first (1st) Business Day following the Closing Date, each or any borrowing of Advances may, at Agent’s election, be converted to a request for and funded as a Swingline Advance in accordance with, and subject to the provisions of, Section 2.1(d) (on behalf of the US Lenders or Canadian Lenders, as applicable) and each payment by US Borrowers on account of Swingline Advances constituting US Advances shall be applied first to those US Advances advanced by Swingline Lender, and each payment by Borrowers on account of Swingline Advances constituting Canadian Advances shall be applied first to those Canadian Advances advanced by Swingline Lender.  Alternatively, Agent may request that each US Lender and each Canadian Lender (and each such Lender shall) on or before 1:00 p.m. (Chicago time) on the requested borrowing date, transfer in immediately available funds to Agent such US Lender’s or Canadian Lender’s (as applicable) Commitment Percentage of such requested borrowing.  On each Settlement Date commencing with the first (1st) Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows:  (A) if a US Lender’s or Canadian Lender’s balance of the US Advances or Canadian Advances (in each case, including Protective Advances and Swingline Advances) exceeds such Lender’s Commitment Percentage of the US Advances or Canadian Advances (in each case, including Protective Advances and Swingline Advances) as of a Settlement Date, then Agent shall transfer in immediately available funds to a deposit account of such Lender (as such Lender may designate in writing to Agent) an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Commitment Percentage of the Advances (including Protective Advances and Swingline Advances) and (B) if a US Lender’s or Canadian Lender’s balance of the US Advances or Canadian Advances (in each case, including Protective Advances and Swingline Advances) is less than such Lender’s Commitment Percentage of the US Advances or Canadian Advances (in each case, including Protective Advances and Swingline Advances) as of a Settlement Date, such Lender shall transfer in immediately available funds to the Agent, not later than 2:00 p.m. (Chicago time), an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Commitment Percentage of the US Advances or Canadian Advances (in each case, including Protective Advances and Swingline Advances).

(d)           A Lender shall be entitled to earn interest at the applicable Interest Rate on outstanding Advances which such Lender has funded for the periods in which such Advance was so funded by such Lender.  Agent shall be entitled to earn interest at the applicable Interest Rate on outstanding Advances (including Protective Advances) which Agent has funded for the periods in

66

which such Advance (including Protective Advances) was so funded by Agent.  Swingline Lender shall be entitled to earn interest at the applicable Interest Rate on outstanding Swingline Advances which Swingline Lender has funded for the periods in which such Swingline Advances was so funded by Swingline Lender.

(e)           Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and US Advances and Canadian Advances made during the Week immediately preceding such Settlement Date.  Such certificate of Agent shall be conclusive in the absence of manifest error.

(f)            If any US Lender, any Canadian Lender or any Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof, in the case of any US Lender or any Canadian Lender, or receive any Canadian Collateral, in the case of any Canadian Lender (in each case, whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and US Collateral or Canadian Collateral (as applicable) received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other US Lenders or Canadian Lenders (as applicable) a participation in such portion of each such other US Lenders’ or Canadian Lenders’ (as applicable) Advances, or shall provide such other Lender US Lenders or Canadian Lenders (as applicable) with the benefits of any such US Collateral or Canadian Collateral (as applicable), or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such US Collateral or Canadian Collateral (as applicable) or proceeds ratably with each of the other US Lenders or Canadian Lenders (as applicable) according to their Commitment Percentages thereof; provided, however, that, if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

(g)           Unless Agent shall have been notified in writing, prior to the making of any Advance, by any Lender that such Lender will not make available to Agent the amount which would constitute its applicable Commitment Percentage of the US Advances, in the case of US Lenders, or Canadian Advances, in the case of Canadian Lenders, Agent may (but shall not be obligated to) assume that such Lender shall make (and such Lender unconditionally shall be obligated to make) such amount available to Agent on or prior to the next Settlement Date and, in reliance upon such assumption, make available to Administrative Borrower (on behalf of the applicable US Borrower or Canadian Borrower) a corresponding amount.  Agent will promptly notify Administrative Borrower of its receipt of any such notice from a Lender.  If such amount is made available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate (computed on the basis of a year of three hundred sixty (360) days) for amounts in US Dollars and the daily average Bank of Canada rate for overnight deposits (computed on the basis of a year of three hundred sixty five (365) days) for amounts due in Canadian Dollars during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such

67

amount becomes immediately available to Agent.  A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (g) shall be conclusive, in the absence of manifest error.  If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Advance hereunder, on demand from the Borrowers, in the case of a Canadian Advance, or from the US Borrowers, in the case of a US Advance; provided, however, that, Agent’s right to such recovery shall not prejudice or otherwise adversely affect the Borrowers’ rights (if any) against such Lender.

2.13        Mandatory Prepayments.

Notwithstanding the following, during a Waterfall Event, the order of application to the Obligations shall be made pursuant to Section 11.2 rather than as is provided in this Section 2.13:

(a)           When any US Loan Party or any of its Subsidiaries Disposes of any US Collateral or other assets (other than sales of Inventory in the ordinary course of business and provided such Disposition is permitted by Section 7.1(c)) or receives proceeds of property or casualty insurance or any condemnation of US Collateral or other assets by any Governmental Body, within three (3) Business Days thereof, US Loan Parties shall repay the US Advances in an amount equal to one hundred (100%) percent of the net cash proceeds of such sale (i.e., gross cash proceeds less the reasonable out-of-pocket costs and expenses in respect of such Dispositions (including any taxes and similar amounts and the payment of any Indebtedness secured by such assets and required to be paid)) in excess of $5,000,000 in the aggregate in any fiscal year or all of the cash proceeds of such insurance or condemnation, as applicable, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such proceeds, and until the date of payment, such proceeds shall be held in trust for Agent.  Such repayments shall be applied (i) first, to the outstanding Swingline Advances to the US Borrowers until paid in full, (ii) second, to the other outstanding US Revolving Advances in such order as Agent may determine until paid in full, subject to the US Borrowers’ ability to reborrow US Revolving Advances in accordance with the terms hereof, (iii) third, to the outstanding Swingline Advances made to Canadian Borrowers until paid in full, and (iv) fourth, to the outstanding Canadian Revolving Advances in such order as Agent may determine until paid in full, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the terms hereof.  Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing or would result therefrom, such proceeds from Dispositions and insurance and condemnation payments may be retained by US Loan Parties solely to acquire replacement assets without making a mandatory prepayment hereunder, so long as (A) the fair market value of the acquired assets is equal to or greater than the fair market value of the assets which were Disposed or subject to the insurance or condemnation payment, as applicable, (B) the acquired assets are purchased by the applicable US Loan Party within two hundred seventy (270) days of the Disposal of the assets or receipt of the insurance payment, as applicable, (C) the acquired assets are acceptable to Agent in its Permitted Discretion, and (D) if the assets that were Disposed or that were the subject of the insurance or condemnation payment, as applicable, were US Collateral, the acquired assets must all be US Collateral and shall be subject to Agent’s first priority Lien created hereunder (subject to Permitted Encumbrances).  Such cash collateral shall be released by Agent only in connection with the making of a US Revolving Advance to be used by the US Borrowers solely for the purposes of funding the acquisition of replacement assets pursuant to the terms of this Section 2.13(a); provided, however, that, nothing contained

68

herein shall waive or modify any conditions to the making of Revolving Advances or any other provisions of this Agreement.  If a US Loan Party fails to meet the conditions set forth above, US Loan Parties hereby authorize Agent and Lenders to apply the proceeds held by Agent as a prepayment of the Advances in the manner set forth above.  Any such prepayment must be accompanied by the payment of any LIBOR Rate Loans funding breakage costs in accordance with Section 2.2(g).  The provisions of this Section 2.13(a) shall not be deemed to be an implied consent to any such Disposition otherwise prohibited by the terms and conditions of this Agreement or any Other Document; and

(b)           When any Canadian Loan Party or any of its Subsidiaries Disposes of any Canadian Collateral or other assets (other than sales of Inventory in the ordinary course of business and provided such Disposition is permitted by Section 7.1(c)) or receives proceeds of property or casualty insurance or any condemnation of Canadian Collateral or other assets by any Governmental Body, within three (3) Business Days thereof, Canadian Loan Parties shall repay the Canadian Advances in an amount equal to one hundred (100%) percent of the net cash proceeds of such sale (i.e., gross cash proceeds less the reasonable out-of-pocket costs and expenses in respect of such Dispositions (including any taxes and similar amounts and the payment of any Indebtedness secured by such assets and required to be paid)) in excess of $5,000,000 in the aggregate in any fiscal year or all of the cash proceeds of such insurance or condemnation, as applicable, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such proceeds, and until the date of payment, such proceeds shall be held in trust for Agent.  Such repayments shall be applied (i) first, to the outstanding Swingline Advances made to Canadian Borrowers until paid in full, and (ii) second, to the other outstanding Canadian Revolving Advances in such order as Agent may determine until paid in full, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the terms hereof.  Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing or would result therefrom, such proceeds from Dispositions and insurance and condemnation payments may be retained by Canadian Loan Parties solely to acquire replacement assets without making a mandatory prepayment hereunder, so long as (A) the fair market value of the acquired assets is equal to or greater than the fair market value of the assets which were Disposed or subject to the insurance or condemnation payment, as applicable, (B) the acquired assets are purchased by the applicable Canadian Loan Party within two hundred seventy (270) days of the Disposal of the assets or receipt of the insurance payment, as applicable, (C) the acquired assets are acceptable to Agent in its Permitted Discretion, and (D) if the assets that were Disposed or that were the subject of the insurance or condemnation payment, as applicable, were Canadian Collateral, the acquired assets must all be Canadian Collateral and shall be subject to Agent’s first priority Lien created hereunder (subject to Permitted Encumbrances).  Such cash collateral shall be released by Agent only in connection with the making of a Canadian Revolving Advance to be used by the Canadian Borrowers solely for the purposes of funding the acquisition of replacement assets pursuant to the terms of this Section 2.13(b); provided, however, that, nothing contained herein shall waive or modify any conditions to the making of Revolving Advances or any other provisions of this Agreement.  If a Canadian Loan Party fails to meet the conditions set forth above, Canadian Loan Parties hereby authorize Agent and Lenders to apply the proceeds held by Agent as a prepayment of the Canadian Advances in the manner set forth above.  Any such prepayment of LIBOR Rate Loans or BA Rate Loans must be accompanied by the payment of any funding breakage costs in accordance with Section 2.2(g).  The provisions of this Section 2.13(b) shall not be deemed to be an

69

implied consent to any such Disposition otherwise prohibited by the terms and conditions of this Agreement or any Other Document.

2.14        Use of Proceeds.

The Borrowers shall use the initial proceeds of the Advances and Letters of Credit hereunder on the Closing Date only for:  (a) payments on the Closing Date to each of the Persons listed in the disbursement direction letter furnished by the Borrowers to Agent on or about the Closing Date and (b) costs, expenses and fees incurred on or prior to the Closing Date in connection with the preparation, negotiation, execution and delivery of this Agreement and the Other Documents.  All other Advances made or Letters of Credit provided to or for the benefit of the Borrowers pursuant to the provisions hereof shall be used by the Borrowers only for general operating, working capital and other general corporate purposes of the Borrowers not otherwise prohibited by the terms hereof.  Further, none of the proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security or for the purposes of reducing or retiring any Indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Advances to be considered a “purpose credit” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended.

2.15        Defaulting Lender/Impacted Lender.

(a)           Notwithstanding anything to the contrary contained herein, in the event any Lender (i) has refused (if the refusal constitutes a breach by such Lender of its obligations under this Agreement) to make available its portion of any Advance, (ii) notifies either Agent or Administrative Borrower that it does not intend to make available its portion of any Advance (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement), or (iii) failed to fund any payments required to be made by it under this Agreement or any Other Document (each, a “Lender Default”), all rights and obligations hereunder of such Lender (a “Defaulting Lender”) as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.15 while such Lender Default remains in effect.  Notwithstanding the foregoing, no Lender Default shall be deemed to occur with respect to a Lender, and such Lender shall not constitute a Defaulting Lender hereunder, if such Lender notifies Agent and Borrowers in writing that such Lender’s refusal or failure to fund any Advance or any such payments required to be made by it hereunder is the result of such Lender’s good faith determination that one or more conditions precedent to funding as set forth in this Agreement (each of which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in writing) has not been satisfied.

(b)           The obligations of each Lender to make Advances shall continue to be based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or any Commitment Percentage of any Advances required to be advanced by any Lender shall be increased as a result of a Lender Default.  Amounts received in respect of the Obligations owing to the Lenders shall be applied to reduce the applicable Obligations owing to each Lender that is not a Defaulting Lender prior to any such amounts being applied to reduce the Obligations owing to such Defaulting Lender to the extent that the aggregate amount of outstanding Obligations owing to such Defaulting Lender is less than what it would have been if such Lender Default did not occur.

70

(c)           Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights, or be permitted to direct the Agent, under or with respect to any Loan Document or constitute a “Lender” (or be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights, or in directing the Agent, under or with respect to any Loan Document; provided, that, the foregoing shall not permit (i) an increase in the principal amount of such Defaulting Lender’s Commitment, (ii) the reduction of the principal of, rate of interest on (other than the waiver of any default rate) or fees payable with respect to any Loan or Letter of Credit of such Defaulting Lender or (iii) unless all other Lenders affected thereby are treated similarly, the extension of any scheduled (as opposed to mandatory prepayment) payment date or final maturity date of the principal among of any Loan of such Defaulting Lender.

(d)           Other than as expressly set forth in this Section 2.15, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent; provided, that, to the extent that a Defaulting Lender fails to timely indemnify Agent or any Issuer pursuant to the terms and conditions of this Agreement or any Other Document, the other Lenders shall contribute to such shortfall in such indemnification according to their Commitment Percentages thereof) and the other parties hereto shall remain unchanged.  Nothing in this Section 2.15 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which the Borrowers, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.  At the option of Agent, any amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advance or existing or future participating interest in any Swingline Advance or Letter of Credit (including the obligation to indemnify Agent pursuant to Section 14.7).  The Defaulting Lender’s decision-making and participation rights and rights to payments hereunder shall be restored only upon the payment by the Defaulting Lender of its Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.13(g) hereof from the date when originally due until the date upon which any such amounts are actually paid.

(e)           In the event a Defaulting Lender retroactively cures to the satisfaction of Agent the breach which caused a Lender to become a Defaulting Lender, then, from and after the date on which such cure has been so effected, such Defaulting Lender shall no longer be a Defaulting Lender and shall be treated as a Lender that is not a Defaulting Lender under this Agreement.

(f)            Agent may replace a Defaulting Lender or an Impacted Lender in accordance with Section 17.2(c) and Administrative Borrower, upon written notice to Agent, may replace a Defaulting Lender in accordance with Sections 3.8 and 17.2(c).

2.16        Joint and Several Liability of US Borrowers.

(a)           Notwithstanding anything in this Agreement or any of the Other Documents to the contrary, each US Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agent and Lenders under this Agreement and the Other

71

Documents, for the mutual benefit, directly and indirectly, of each US Borrower and in consideration of the undertakings of the other US Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other US Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each US Borrower without preferences or distinction among them.  US Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement, regardless of which US Borrower actually receives the Advances or Letter of Credit Obligations hereunder or the amount of such Revolving Advances received or the manner in which Agent or any Lender accounts for such Advances, Letter of Credit Obligations or other extensions of credit on its books and records.  The Obligations of US Borrowers with respect to Revolving Advances made to one of them, and the Obligations arising as a result of the joint and several liability of one of the US Borrowers hereunder with respect to Revolving Advances made to the other of the US Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all US Borrowers.

(b)           If and to the extent that any US Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other US Borrowers will make such payment with respect to, or perform, such Obligation.

(c)           Except as otherwise expressly provided herein, to the extent permitted by law, each US Borrower (in its capacity as a joint and several obligor in respect of the obligations of the other US Borrowers) hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement or the Other Documents (except to the extent notice is expressly required to be given pursuant to the terms hereof or thereof, respectively), notice of any action at any time taken or omitted by Agent or any Lender under or in respect of any of the obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the Other Documents. Each US Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or any Lender at any time or times in respect of any default by the other US Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or any Lender in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of the other US Borrowers. Without limiting the generality of the foregoing, each US Borrower (in its capacity as a joint and several obligor in respect of the obligations of the other US Borrowers) assents to any other action or delay in acting or any failure to act on the part of Agent or any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.16, afford grounds for terminating, discharging or relieving such US Borrower, in whole or in part, from any of its obligations under this Section 2.16, it being the intention of each US Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such US Borrower under this Section 2.16 shall not be discharged except by performance and then

72

only to the extent of such performance.  The obligations of each US Borrower under this Section 2.16 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any US Borrower.  The joint and several liability of the US Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any US Borrower or any of the Lenders.

(d)           The provisions of this Section 2.16 are made for the benefit of the Agent and Lenders and their successors and assigns, and may be enforced by Agent from time to time against any US Borrower as often as occasion therefor may arise and without requirement on the part of Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other US Borrowers or to exhaust any remedies available to it against the other US Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.16 shall remain in effect until all the Obligations shall have been Paid in Full or otherwise fully satisfied (other than indemnities and contingent Obligations which have not yet accrued). If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any US Borrower, or otherwise, the provisions of this Section 2.16 will forthwith be reinstated and in effect as though such payment had not been made.

(e)           Notwithstanding any provision to the contrary contained herein or in any of the Other Documents, to the extent the obligations of a US Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such US Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code, the Companies’ Creditors Arrangement Act (Canada) or Bankruptcy and Insolvency Act (Canada)).

(f)            With respect to the Obligations arising as a result of the joint and several liability of US Borrowers hereunder with respect to Advances, Letter of Credit Obligations or other extensions of credit made to the other US Borrowers hereunder, each US Borrower waives, until the Obligations shall have been Paid in Full (other than indemnities and contingent Obligations which have not yet accrued) and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any US Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender.  Any claim which any US Borrower may have against any other US Borrower with respect to any payments to Agent or Lenders hereunder or under any of the Other Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations.  Upon the occurrence of any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of US Borrowers, any or all of them or (ii) with respect to Obligations of any US Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other applicable US Borrowers or any other Person, or against any security or collateral for the Obligations.  Each US Borrower consents

73

and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of US Borrower(s) or against or in payment of any or all of the Obligations.

2.17        Joint and Several Liability of Canadian Borrowers.

(a)           Notwithstanding anything in this Agreement or any of the Other Documents to the contrary, each Canadian Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agent and Lenders under this Agreement and the Other Documents, for the mutual benefit, directly and indirectly, of each Canadian Borrower and in consideration of the undertakings of the other Canadian Borrowers to accept joint and several liability for the Canadian Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Obligations, it being the intention of the parties hereto that all of the Canadian Obligations shall be the joint and several Canadian Obligations of each Canadian Borrower without preferences or distinction among them.  Canadian Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement in respect of the Canadian Credit Facility, regardless of which Canadian Borrower actually receives the Advances, or Canadian Letter of Credit Obligations hereunder or the amount of such Revolving Advances received or the manner in which Agent or any Lender accounts for such Advances, Canadian Letter of Credit Obligations or other extensions of credit on its books and records.  The Canadian Obligations of Canadian Borrowers with respect to Revolving Advances made to one of them, and the Canadian Obligations arising as a result of the joint and several liability of one of the Canadian Borrowers hereunder, with respect to Revolving Advances made to the other of the Canadian Borrowers hereunder, shall be separate and distinct Canadian Obligations, but all such other Canadian Obligations shall be primary Canadian Obligations of all Canadian Borrowers.

(b)           If and to the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Obligations as and when due or to perform any of the Canadian Obligations in accordance with the terms thereof, then in each such event, the other Canadian Borrowers will make such payment with respect to, or perform, such Canadian Obligation.

(c)           Except as otherwise expressly provided herein, to the extent permitted by law, each Canadian Borrower (in its capacity as a joint and several obligor in respect of the Canadian Obligations of the other Canadian Borrowers) hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement or the Other Documents (except to the extent demand is expressly required to be made pursuant to the terms of this Agreement or the Other Documents), notice of any action at any time taken or omitted by Agent or any Lender under or in respect of any of the Canadian Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the Other Documents except as required hereunder or under any Other Document. Each Canadian Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Canadian Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or any Lender at any time or times in respect of any default by the other Canadian Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or any Lender in

74

respect of any of the Canadian Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Canadian Obligations or the addition, substitution or release, in whole or in part, of the other Canadian Borrowers.  Without limiting the generality of the foregoing, each Canadian Borrower (in its capacity as a joint and several obligor in respect of the Canadian Obligations of the other Canadian Borrowers) assents to any other action or delay in acting or any failure to act on the part of Agent or any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.17, afford grounds for terminating, discharging or relieving such Canadian Borrower, in whole or in part, from any of its Canadian Obligations under this Section 2.17, it being the intention of each Canadian Borrower that, so long as any of the Canadian Obligations hereunder remain unsatisfied, the Canadian Obligations of such Canadian Borrower under this Section 2.17 shall not be discharged except by performance and then only to the extent of such performance.  The Canadian Obligations of each Canadian Borrower under this Section 2.17 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Canadian Borrower.  The joint and several liability of Canadian Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Canadian Borrower or any of the Lenders.

(d)           The provisions of this Section 2.17 are made for the benefit of Agent and Lenders and their successors and assigns and may be enforced by Agent from time to time against any Canadian Borrower as often as occasion therefor may arise and without requirement on the part of Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other Canadian Borrowers or to exhaust any remedies available to it against the other Canadian Borrowers or to resort to any other source or means of obtaining payment of any of the Canadian Obligations hereunder or to elect any other remedy. The provisions of this Section 2.17 shall remain in effect until all the Canadian Obligations shall have been Paid in Full or otherwise fully satisfied (other than indemnities and contingent Canadian Obligations which have not yet accrued). If at any time, any payment, or any part thereof, made in respect of any of the Canadian Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Canadian Borrower, or otherwise, the provisions of this Section 2.17 hereof will forthwith be reinstated and in effect as though such payment had not been made.

(e)           Notwithstanding any provision to the contrary contained herein or in any of the Other Documents, to the extent the Canadian Obligations of a Canadian Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable provincial or federal law relating to fraudulent conveyances or transfers) then the Canadian Obligations of such Canadian Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, provincial or state and including, without limitation, the Bankruptcy Code of the United States, and the Companies’ Creditors Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada)).

(f)            With respect to the Canadian Obligations arising as a result of the joint and several liability of Canadian Borrowers hereunder with respect to Canadian Advances, Canadian Letter of Credit Obligations or other extensions of credit made to the other Canadian Borrowers hereunder, each Canadian Borrower waives, until the Canadian Obligations shall have been Paid in

75

Full (other than indemnities and contingent Canadian Obligations which have not yet accrued) and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Canadian Borrower, any endorser or any guarantor of all or any part of the Canadian Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender.  Any claim which any Canadian Borrower may have against any other Canadian Borrower with respect to any payments to Agent or Lenders hereunder or under any of the Other Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Canadian Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Canadian Obligations.  Upon the occurrence of any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Canadian Obligations of Canadian Borrowers, either or both of them or (ii) with respect to Canadian Obligations of any Canadian Borrower, to collect and recover the full amount, or any portion of the applicable Canadian Obligations, without first proceeding against the other applicable Canadian Borrowers or any other Person, or against any security or collateral for the Canadian Obligations.  Each Canadian Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Canadian Borrowers or against or in payment of any or all of the Canadian Obligations.

2.18        Interrelated Businesses.

Loan Parties hereby represent and warrant to Agent and Lenders that (a) Loan Parties and their respective Subsidiaries make up a related organization of various entities constituting a single economic and business enterprise so that Loan Parties and their respective Subsidiaries share an identity of interests such that any benefit received by any Loan Party or any Subsidiary of any Loan Party benefits each other Loan Party and each other Subsidiary of Loan Parties; (b) certain of Loan Parties and their respective Subsidiaries render services to or for the benefit of other Loan Parties and Subsidiaries, as the case may be, purchase or sell and supply goods to or from or for the benefit of the others, make loans, advances and provide other financial accommodations to or for the benefit of the other Loan Parties and Subsidiaries (including, inter alia, the payment by Loan Parties and Subsidiaries of creditors of the other Loan Parties and Subsidiaries and guarantees by Loan Parties and Subsidiaries of indebtedness of the other Loan Parties and Subsidiaries and provide administrative, marketing, payroll and management services to or for the benefit of the other Loan Parties and Subsidiaries), and (c) Loan Parties and their Subsidiaries have centralized accounting and legal service, common officers and directors and are identified to creditors as a single economic and business enterprise.

2.19        Appointment of Administrative Borrower as Agent for Requesting Advances and Letters of Credit and Receipts of Advances and Statements and Receipts and Sending of Notices.

(a)           Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to request and receive Advances and Letters of Credit pursuant to this Agreement and the Other Documents from Agent or any Lender in the name or on behalf of such Borrower.  Agent and Lenders may disburse the Advances to such bank account of Administrative Borrower or a Borrower or otherwise make such Loans to a Borrower, and provide such Letters of Credit for the account of a Borrower, in each case as Administrative Borrower may designate or

76

direct, without notice to any other Borrower or Loan Party.  Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Advances (including without limitation Protective Advances) be disbursed directly to an operating account of a Borrower or to any other Person.

(b)           Each Loan Party hereby irrevocably appoints and constitutes Administrative Borrower as its agent to receive statements on account and all other notices from Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the Other Documents.

(c)           Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any Loan Party by Administrative Borrower shall be deemed for all purposes to have been made by such Loan Party and shall be binding upon and enforceable against such Loan Party to the same extent as if made directly by such Loan Party.

(d)           Administrative Borrower hereby accepts the appointment by each Loan Party to act as the agent of the Borrowers pursuant to this Section 2.19.  Administrative Borrower shall ensure that the disbursement of any Advances to each Borrower requested by or paid to or for the account of the Borrowers, or the issuance of any Letters of Credit for the account of a Borrower hereunder, shall be paid to or issued for the account of such Borrower.

(e)           No purported termination of the appointment of Administrative Borrower as agent as aforesaid shall be effective, except after ten (10) days’ prior written notice to Agent.

2.20        Increase in Maximum Credit.

(a)           From and after the earlier of (i) the date which is ninety (90) days from the Closing Date and (ii) the date that a Successful Syndication (as defined in the Fee Letter) has been achieved, Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit; provided, that, (A) any such increase shall be subject to the consent of Agent and satisfaction of each of the conditions set forth in Section 2.20(c) below, (B) any such written request shall specify the amount of the increase in the Maximum Credit that Administrative Borrower is requesting; (C) the aggregate amount of any and all such increases in the Maximum Credit shall not exceed $50,000,000 or cause the Maximum Credit to exceed $150,000,000, (D) the amount of each increase in the Maximum Credit shall not be less than $25,000,000, (E) such requests may not be made more than two (2) times during the Term, (F) any such request shall be irrevocable, and (G) in connection with any such increases in the Maximum Credit, with the Agent’s consent, the Borrowers may increase the Canadian Revolving Loan Maximum Amount by an amount of up to $10,000,000 in the aggregate for all such increases.

(b)           Upon the receipt by Agent of any such written request, Agent shall notify each of the Lenders of such request and each Lender (other than Defaulting Lenders, Impacted Lenders and Prior Defaulting/Impacted Lender) shall have the option (but not the obligation) to increase the amount of its Revolver Commitment by an amount approved by Agent in its sole discretion of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender.  Each Lender shall notify Agent within ten (10) days after the receipt of such notice from Agent whether it is willing to so increase its Revolver Commitment, and

77

if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Revolver Commitment and the determination to increase the Revolver Commitment of a Lender shall be within the sole and absolute discretion of such Lender.  If the aggregate amount of the increases in the Revolver Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Revolving Advances Amount requested by Administrative Borrower, Agent or Administrative Borrower may seek additional increases from Lenders (other than Defaulting Lenders, Impacted Lenders or Prior Defaulting/Impacted Lender) or Revolver Commitments from such Qualified Assignees as it may determine, after, in the case of Administrative Borrower, consultation with Agent.  In the event Lenders (or Lenders and any such Qualified Assignees, as the case may be) have committed in writing to provide increases in their Revolver Commitments or new Revolver Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Administrative Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Qualified Assignees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.

(c)           The Maximum Credit shall be increased by the amount of the increase in Revolver Commitments from Lenders or new Commitments from Qualified Assignees, in each case selected in accordance with Section 2.20(b) above, for which Agent has received written confirmation in from and substance satisfactory to Agent from such Lenders or Qualified Assignees, as applicable, on the date requested by Administrative Borrower for the increase or such other date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof (but in no event shall the Maximum Revolver Amount be increased above the amounts described in Section 2.20(a)), effective on the date that Agent notifies Administrative Borrower that each of the following conditions have been satisfied (such date being the “Maximum Credit Increase Effective Date”):

(i)            Agent shall have received from each Lender or Qualified Assignee that is providing an additional Revolver Commitment as part of the increase in the Maximum Credit, a written confirmation described above duly executed by such Lender or Qualified Assignee, Agent and Administrative Borrower;

(ii)           the conditions precedent to the making of Advances set forth in Sections 8.2(b) and (c) shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase whether or not an Advance is then being made;

(iii)          Upon the request of Agent, Agent shall have received an opinion of counsel to Loan Parties in form and substance and from counsel reasonably satisfactory to Agent addressing such matters as Agent may reasonably request (including an opinion that such increase shall not violate Material Contracts of Loan Parties), amendments to Mortgages and any other documents and agreements reasonably required by Agent with respect thereto;

(iv)          such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree

78

of any court or other Governmental Body and shall not be enjoined, temporarily, preliminarily or permanently; and

(v)           there shall have been paid to each Lender and Qualified Assignee, in each case, providing an additional Revolver Commitment in connection with such increase in the Maximum Credit all fees and expenses due and payable to such Person on or before the effectiveness of such increase, including, without limitation, all such fees payable pursuant to the Fee Letter.

(d)           There shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Other Documents on or before the effectiveness of such increase to the extent relating to such increase.

(e)           As of a Maximum Credit Increase Effective Date, each reference to the term Maximum Credit herein and in any of the Other Documents shall be deemed amended to mean the amount of the Maximum Credit specified in the written notice from Agent to Administrative Borrower of the increase in the Maximum Credit.

2.21        Decrease in Maximum Credit.

Borrowers (a) may at any time and from time to time permanently reduce the Maximum Credit by Administrative Borrower delivering to Agent a Line Decrease Notice and (b) shall be obligated to permanently reduce the Maximum Credit if and to the extent required by clause (a)(iv) of the definition of Second Lien Note Prepayment Conditions by Administrative Borrower delivering to Agent the certificate (an “Excess Cash Flow Line Reduction Certificate”) required by such clause (a)(iv) of the definition of Second Lien Note Prepayment Conditions (the “Excess Cash Flow Line Reduction”), provided that, (i) each Line Decrease Notice shall provide for concurrent reductions in the Maximum Credit in a minimum amount of $5,000,000 and incremental amounts of $1,000,000 in excess thereof, each Excess Cash Flow Line Reduction Certificate shall provide for concurrent reductions in the Maximum Credit in the amount of the Excess Cash Flow Line Reduction (as applicable), and the Canadian Revolving Loan Maximum Amount shall in each case be reduced by a pro rata amount, based on the percentage decrease in the Maximum Credit then occurring (collectively, a “Line Decrease”), (ii) in no event shall the Maximum Credit be reduced to less than $75,000,000, and (iii) if the aggregate amount of the US Advances and US Letter of Credit Obligations then outstanding on the effective date of Line Decrease exceeds the Maximum Credit and the US Revolving Loan Maximum Amount or the aggregate amount of the Canadian Advances and Canadian Letter of Credit Obligations then outstanding exceeds the Canadian Revolving Loan Maximum Amount, in either case as so reduced, then US Borrowers shall, concurrently with the delivery of the Line Decrease Notice or Excess Cash Flow Line Reduction Certificate (as applicable), make a mandatory prepayment of the US Advances and Borrowers shall make a mandatory prepayment of the Canadian Advances (as applicable) in an amount equal to such excess(es).  Any Line Decrease Notice or Excess Cash Flow Line Reduction Certificate delivered to Agent shall be irrevocable and any Line Decrease pursuant to such Line Decrease Notice or Excess Cash Flow Line Reduction Certificate (as applicable) shall be effective on the date which is five (5) Business Days after receipt by Agent of the Line Decrease Notice or Excess Cash Flow Line Reduction Certificate (as applicable).  Any such prepayment must be accompanied by the payment of any LIBOR Rate Loans or BA Rate Loans funding breakage costs, if applicable, in accordance

79

with Section 2.2(g).  If a Line Decrease occurs in accordance with the terms of this Section 2.21, then the Maximum Credit may not be thereafter increased except in accordance with Section 2.20.  Upon the effective date of a Line Decrease in accordance with this Section 2.21, each reference to the term Maximum Credit herein and in any of the Other Documents shall be deemed amended to mean the US Dollar amount resulting after giving effect to the Line Decrease as set forth in the applicable Line Decrease Notice or Excess Cash Flow Line Reduction Notice (as applicable).

3.             INTEREST AND FEES.

3.1          Interest.

(a)           US Borrowers shall pay to Agent, for the benefit of Lenders, interest on the outstanding principal amount of the US Dollar Loans made to US Borrowers (including, without limitation, Swingline Advances) at the Interest Rate.  Canadian Borrowers shall pay to Agent, for the benefit of Canadian Lenders, interest on the outstanding principal amount of the US Dollar Loans and Canadian Dollar Loans made to Canadian Borrowers (including, without limitation, Swingline Advances) at the Interest Rate.

(b)           Interest on Advances (including, without limitation, Swingline Advances) shall be payable to Agent for the benefit of Lenders in arrears on the first (1st) day of each calendar quarter with respect to Base Rate Loans (commencing April 1, 2012) and, with respect to LIBOR Rate Loans and BA Rate Loans, in arrears at the end of each Interest Period or, for LIBOR Rate Loans and BA Rate Loans with an Interest Period in excess of three (3) months, at the earlier of each date that is three (3) months following date of the commencement of such Interest Period and at the end of such Interest Period.  Interest charges shall be computed on the actual principal amount of Advances outstanding at a rate per annum equal to the applicable Interest Rate.  Concurrent with any increase or decrease in the Base Rate, the Interest Rate for Base Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Base Rate.  At the election of Agent or the Required Lenders, upon and after the occurrence of an Event of Default, and during the continuation thereof, the outstanding Advances and all other Obligations shall bear interest at the applicable Interest Rate plus two (2) percentage points per annum (as applicable, the “Default Rate”).  At the election of Agent or the Required Lenders, such Default Rate shall be applied retroactively to commence on the date of the first (1st) occurrence of the event giving rise to such Event of Default.  All interest accruing hereunder on and after the date of any Event of Default or termination hereof shall be payable on demand.

3.2          Letter of Credit Fees; Cash Collateral.

(a)           (i) US Borrowers shall pay (A) to Agent, for the benefit of US Lenders according to their applicable Commitment Percentages, fees for each US Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding US Letter of Credit multiplied by the Applicable Margin for LIBOR Rate Loans, such fees to be calculated on the basis of a three hundred sixty (360) day year for the actual number of days elapsed and to be payable quarterly in arrears on the first (1st) day of each calendar quarter, commencing January 1, 2012, and for so long as any US Letter of Credit remains outstanding, and (B) to Agent for the benefit of the US Issuer, (1) a fronting fee for each US Letter of Credit for the period from and excluding the date

80

of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by one-eighth of one (0.125%) percent per annum and (2) any and all fees and expenses as agreed upon by the US Issuer and the US Borrowers in connection with any US Letter of Credit, including, without limitation, in connection with the opening, amendment or renewal of any such US Letter of Credit and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the US Issuer; and (ii) Canadian Borrowers shall pay (A) to Agent, for the benefit of Canadian Lenders according to their applicable Commitment Percentages, fees for each Canadian Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Canadian Letter of Credit multiplied by the Applicable Margin for LIBOR Rate Loans, such fees to be calculated on the basis of a three hundred sixty-five (365) or three hundred sixty-six (366) day year, as applicable, as to Letters of Credit denominated in Canadian Dollars and a three hundred sixty (360) day year as to Letters of Credit denominated in US Dollars, and in each case, actual days elapsed and to be payable quarterly in arrears on the first (1st) day of each calendar quarter, commencing January 1, 2012, and for so long as any US Letter of Credit remains outstanding, and (B) to Agent for the benefit of the Canadian Issuer, (1) a fronting fee for each Canadian Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by one-eighth of one (0.125%) percent per annum and (2) any and all fees and expenses as agreed upon by the Canadian Issuer and the Canadian Borrowers in connection with any Canadian Letter of Credit, including, without limitation, in connection with the opening, amendment or renewal of any such Canadian Letter of Credit and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Canadian Issuer (all of the foregoing fees described in clauses (i) and (ii) above, the “Letter of Credit Fees”).  Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction.  At the election of Agent or the Required Lenders, upon the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders Agent shall, increase the Letter of Credit Fees by two (2) percentage points per annum.  At the election of Agent or the Required Lenders, such increased Letter of Credit Fee shall be applied retroactively to commence on the first (1st) date of the occurrence of the event giving rise to such Event of Default.  All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason.

(b)           (i)  At the election of Agent or the Required Lenders, at any time when a Default or an Event of Default has occurred and is continuing and (ii) on the Termination Date, the Borrowers will cause cash to be deposited and maintained in a non-interest bearing account with Agent, as cash collateral, in an amount equal to one hundred five (105%) percent of the outstanding Letters of Credit and, if requested by Agent, Bank Product Obligations, and the Borrowers hereby irrevocably authorize Agent, in its discretion, on the Borrowers’ behalf and in the Borrowers’ or Agent’s name, to open such an account and to make and maintain deposits therein, or in an account opened by the Borrowers, in the amounts required to be made by the Borrowers, out of the proceeds of Receivables or other Collateral or out of any other funds of the Borrowers coming into Agent or any Lender’s possession at any time.  Notwithstanding the foregoing, the Canadian Borrowers shall only by obligated to make the foregoing deposits in respect of Canadian Letters of Credit and

81

Canadian Bank Product Obligations.  The Borrowers may not withdraw amounts credited to any such account except upon Payment in Full of all of the Obligations.

3.3          Loan Fees.

(a)           Unutilized Commitment Fee.

(i)            US Borrowers shall pay to Agent, for the account of US Lenders (other than a Defaulting Lender), quarterly an Unutilized Commitment Fee at a rate equal to the Applicable Margin for Unutilized Commitment Fee multiplied by the amount by which the Maximum Credit exceeds the average principal balance of the outstanding Revolving Advances (excluding Swingline Advances) to US Borrowers and US Letter of Credit Obligations during the immediately preceding quarter (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be payable in arrears on the first (1st) day of each calendar quarter, commencing January 1, 2012.

(ii)           Canadian Borrowers shall pay to Agent, for the account of Canadian Lenders, quarterly an Unutilized Commitment Fee at a rate equal to the Applicable Margin for Unutilized Commitment Fee multiplied by the amount by which the Canadian Revolving Loan Maximum Amount exceeds the average principal balance of the outstanding Revolving Advances (excluding Swingline Advances) to Canadian Borrowers and Canadian Letter of Credit Obligations during the immediately preceding quarter (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be payable in arrears on the first (1st) day of each calendar quarter, commencing January 1, 2012.

(b)           Other Fees.  The Borrowers shall pay to Agent, for Agent’s own account (and not for the account of any Lender), the other fees and amounts set forth in the Fee Letter in the amounts and at the times specified therein.

3.4          Computation of Interest and Fees.

(a)           Interest and all fees payable hereunder shall be computed on the basis of a year of three hundred sixty (360) days and for the actual number of days elapsed; except, that, interest on Base Rate Loans and BA Rate Loans shall be computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as applicable, and for the actual number of days elapsed.  If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Interest Rate for Base Rate Loans during such extension.

(b)           If (i) any Other Document creates a mortgage on real property or a hypothec on immovables, or (ii) the Interest Rate provided for in subsection (b) of the definition of Interest Rate is otherwise determined to be unenforceable, then, in either case, an Advance to a Canadian Borrower shall bear interest at a rate per annum equal to the rate otherwise applicable to such Advance or, in the case of any Canadian Obligations not constituting principal or interest on such Advance, at a rate equal to the rate otherwise applicable to, such Canadian Obligations; provided, that, without limiting the effect of subsection (e)(ii) above, nothing in subsection (e)(i) above shall preclude the operation of subsection (b) of the definition of Interest Rate where (A) any Other

82

Document that creates a mortgage on real property or a hypothec on immovables also creates a lien on other property and assets or (B) the principal of or interest on any Advance to a Canadian Borrower or any fee or other amount payable by a Canadian Borrower hereunder is also secured by a lien other than a mortgage on real property or a hypothec on immovables.  This Section 3.4(b) only applies to the Canadian Obligations and to the Canadian Borrowers and Canadian Guarantors.

(c)           For purposes of disclosure under the Interest Act (Canada), where interest is calculated pursuant thereto at a rate based upon a year of 360, 365 or 366 days, as the case may be (the “First Rate”), the rate or percentage of interest on a yearly basis is equivalent to such First Rate multiplied by the actual number of days in the year divided by 360, 365 or 366, as the case may be.

(d)           If any provision of this Agreement or any of the Other Documents would obligate a Canadian Borrower or Canadian Guarantor to make any payment of interest or other amount payable to Agent or a Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by Agent or such Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that 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 result in a receipt by Agent or such Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows:

(i)            first, by reducing the amount or rate of interest required to be paid to Agent or applicable Lender under this Section 3.1; and thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to Agent or the applicable Lender which would constitute interest for purposes of the Criminal Code (Canada).

(ii)           Notwithstanding this Section 3.1, and after giving effect to all adjustments contemplated hereby, if Agent or any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then the Canadian Borrowers or Canadian Guarantors, as applicable, shall be entitled, by notice in writing to Agent or the affected Lender, as the case may be, to obtain reimbursement from Agent or such Lender, as the case may be, in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by Agent or such Lender, as the case may be, to the Canadian Borrowers.

(iii)          Any amount or rate of interest referred to in this Section 3.4(d) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Obligation 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 date of the incurrence of the Obligation to its relevant maturity date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of that determination.

3.5          Maximum Charges.

In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under law.  In the event interest and other charges as computed hereunder would

83

otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by the Borrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to the Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.6          Increased Costs.

In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof is effected after the Closing Date (provided, however, that, notwithstanding anything herein to the contrary, this Section 3.6 shall be deemed to apply to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and to The Basel III Accord published by The Basel Committee on Banking Supervision, and to all requests, rules, regulations, guidelines or directives under either of the foregoing or issued in connection therewith, regardless of the date enacted, adopted or issued, even if enacted, adopted or issued before the Closing Date), or compliance by any Lender (for purposes of this Section 3.6, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender or any Subsidiary of Agent or any Lender) and the office or branch where any Lender makes or maintains any LIBOR Rate Loans with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, in each case adopted after the Closing Date, shall: