SECOND LIEN CREDIT AGREEMENT dated as of October 26, 2006, among BLUE PEARL USA LTD. (to be merged with and into THOMPSON CREEK METALS COMPANY) as Borrower, BLUE PEARL MINING LTD., as Holdings, and THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME,...

Exhibit 99.65

Execution Version

     

$61,855,670

SECOND LIEN CREDIT AGREEMENT

dated as of October 26, 2006,

among

BLUE PEARL USA LTD. (to be merged with and into
▇▇▇▇▇▇▇▇ CREEK METALS COMPANY)
as Borrower,

BLUE PEARL MINING LTD., as Holdings,
and
THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME,
as Guarantors,

THE LENDERS PARTY HERETO FROM TIME TO TIME

and

UBS SECURITIES LLC,
as Arranger, Bookmanager, Documentation Agent and Syndication Agent,

and

UBS AG, STAMFORD BRANCH,
as Administrative Agent and Collateral Agent

▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

TABLE OF CONTENTS

Section		Page
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms			1
SECTION 1.02 Classification of Loans and Borrowings			34
SECTION 1.03 Terms Generally			34
SECTION 1.04 Accounting Terms ; GAAP			35
SECTION 1.05 Resolution of Drafting Ambiguities			35
ARTICLE II
THE CREDITS
SECTION 2.01 Commitments			35
SECTION 2.02 Loans			35
SECTION 2.03 Borrowing Procedure			36
SECTION 2.04 Evidence of Debt; Repayment of Loans			37
SECTION 2.05 Fees			38
SECTION 2.06 Interest on Loans			38
SECTION 2.07 Termination of Commitments			39
SECTION 2.08 Interest Elections			39
SECTION 2.09 [Reserved]			40
SECTION 2.10 Optional and Mandatory Prepayments of Loans			40
SECTION 2.11 Alternate Rate of Interest			43
SECTION 2.12 Yield Protection			43
SECTION 2.13 Breakage Payments			44
SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs			45
SECTION 2.15 Taxes			47
SECTION 2.16 Mitigation Obligations; Replacement of Lenders			48
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Organization; Powers			49
SECTION 3.02 Authorization; Enforceability			49
SECTION 3.03 No Conflicts or Consents			50
SECTION 3.04 Financial Statements; Projections			50
SECTION 3.05 Properties			52
SECTION 3.06 Intellectual Property			55
SECTION 3.07 Equity Interests and Subsidiaries			56
SECTION 3.08 Litigation; Compliance with Laws			56
SECTION 3.09 Agreements			56
SECTION 3.10 Federal Reserve Regulations			57
SECTION 3.11 Investment Company Act			57

Section		Page
SECTION 3.12 Use of Proceeds			57
SECTION 3.13 Taxes			57
SECTION 3.14 No Material Misstatements			57
SECTION 3.15 Labor Matters			58
SECTION 3.16 Solvency			58
SECTION 3.17 Employee Benefit Plans			58
SECTION 3.18 Environmental Matters			59
SECTION 3.19 Insurance			60
SECTION 3.20 Security Documents			60
SECTION 3.21 Acquisition Documents; Representations and Warranties in Acquisition Agreement			61
SECTION 3.22 Anti-Terrorism Law			62
ARTICLE IV
CONDITIONS TO LOANS
SECTION 4.01 Conditions to Loans			62
ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01 Financial Statements, Reports, etc			68
SECTION 5.02 Litigation and Other Notices			71
SECTION 5.03 Existence; Businesses and Properties			71
SECTION 5.04 Insurance			72
SECTION 5.05 Obligations and Taxes			73
SECTION 5.06 Employee Benefits			74
SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings			74
SECTION 5.08 Use of Proceeds			74
SECTION 5.09 Compliance with Environmental Laws; Environmental Reports			74
SECTION 5.10 Interest Rate Protection			75
SECTION 5.11 Additional Collateral; Additional Guarantors			75
SECTION 5.12 Security Interests; Further Assurances			77
SECTION 5.13 Information Regarding Collateral			78
SECTION 5.14 Affirmative Covenants with Respect to Leases			79
SECTION 5.15 Affirmative Covenants with Respect to Unpatented Claims			79
SECTION 5.16 Davidson Vending Agreement			79
SECTION 5.17 Post-Closing Collateral Matters			80
ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01 Indebtedness			80
SECTION 6.02 Liens			81
SECTION 6.03 Sale and Leaseback Transactions			84
SECTION 6.04 Investment, Loan and Advances			84

Section		Page
SECTION 6.05 Mergers and Consolidations			85
SECTION 6.06 Asset Sales			86
SECTION 6.07 Acquisitions			87
SECTION 6.08 Dividends			87
SECTION 6.09 Transactions with Affiliates			88
SECTION 6.10 Financial Covenants			89
SECTION 6.11 Modifications of Organizational Documents and Other Documents, etc			90
SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries			90
SECTION 6.13 Limitation on Issuance of Capital Stock			91
SECTION 6.14 Limitation on Creation of Subsidiaries			91
SECTION 6.15 Business			91
SECTION 6.16 Limitation on Accounting Changes			92
SECTION 6.17 Fiscal Year			92
SECTION 6.18 Lease Obligations			92
SECTION 6.19 No Further Negative Pledge			92
SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering			92
SECTION 6.21 Embargoed Person			93
ARTICLE VII
GUARANTEE AND INDEMNITY
SECTION 7.01 Guarantee and Indemnity			93
SECTION 7.02 Obligations Unconditional			94
SECTION 7.03 Reinstatement			95
SECTION 7.04 Subrogation; Subordination			95
SECTION 7.05 Remedies			95
SECTION 7.06 Instrument for the Payment of Money			95
SECTION 7.07 Continuing Guarantee			95
SECTION 7.08 General Limitation on Guarantee Obligations			95
SECTION 7.09 Release of Guarantors			96
SECTION 7.10 Right of Contribution			96
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.01 Events of Default			96
SECTION 8.02 Rescission			99
SECTION 8.03 Application of Proceeds			99
ARTICLE IX
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
SECTION 9.01 Appointment and Authority			100
SECTION 9.02 Rights as a Lender			100
SECTION 9.03 Exculpatory Provisions			100
SECTION 9.04 Reliance by Agent			101
SECTION 9.05 Delegation of Duties			102

Section		Page
SECTION 9.06 Resignation of Agent			102
SECTION 9.07 Non-Reliance on Agent and Other Lenders			102
SECTION 9.08 No Other Duties, etc			103
ARTICLE X
MISCELLANEOUS
SECTION 10.01 Notices			103
SECTION 10.02 Waivers; Amendment			105
SECTION 10.03 Expenses; Indemnity;Damage Waiver			108
SECTION 10.04 Successors and Assigns			109
SECTION 10.05 Survival of Agreement			111
SECTION 10.06 Counterparts; Integration; Effectiveness			112
SECTION 10.07 Severability			112
SECTION 10.08 Right of Setoff			112
SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process			112
SECTION 10.10 Waiver of Jury Trial			113
SECTION 10.11 Headings			113
SECTION 10.12 Treatment of Certain Information; Confidentiality			113
SECTION 10.13 USA PATRIOT Act Notice			114
SECTION 10.14 Interest Rate Limitation			114
SECTION 10.15 Lender Addendum			114
SECTION 10.16 Obligations Absolute			114
SECTION 10.17 Judgment Currency			115

ANNEXES
Annex I		Covered Properties
Annex II		Real Property Collateral
Annex III		Idaho Title Insurance Property

SCHEDULES
Schedule 1.01(b)		Subsidiary Guarantors
Schedule 3.03		Governmental Approvals; Compliance with Laws
Schedule 3.05(b)		Mineral Interests, Land Positions, Resources and Reserves and Related
		Surface Improvements
Schedule 3.06(c)		Violations or Proceedings
Schedule 3.09
Schedule 3.18		Environmental Matters
Schedule 3.19		Insurance
Schedule 3.21		Acquisition Documents
Schedule 4.0l(g)		Local Counsel
Schedule 4.01(n)(vi)		Landlord Access Agreements
Schedule 4.01(o)(iii)		Title Insurance Amounts
Schedule 4.01(o)(viii)		Surveys
Schedule 5.17		Post-Closing Collateral Matters
Schedule 6.01(b)		Existing Indebtedness
Schedule 6.02(c)		Existing Liens
Schedule 6.04(b)		Existing Investments

EXHIBITS
Exhibit A		Form of Administrative Questionnaire
Exhibit B		Form of Assignment and Assumption
Exhibit C		Form of Borrowing Request
Exhibit D		Form of Compliance Certificate
Exhibit E		Form of Interest Election Request
Exhibit F		Form of Joinder Agreement
Exhibit G		Form of Landlord Access Agreement
Exhibit H		Lender Addendum
Exhibit I		Form of US Fee and Leasehold Mortgage
Exhibit J		Form of Canadian Fee and Leasehold Mortgage
Exhibit K		Form of Second Lien Note
Exhibit L-l		Form of Perfection Certificate
Exhibit L-2		Form of Perfection Certificate Supplement
Exhibit M-l		Form of US Security Agreement
Exhibit M-2		Form of Canadian Security Agreement
Exhibit N		Form of Opinion of Company Counsel
Exhibit O		Form of Solvency Certificate
Exhibit P		Form of Intercompany Note
Exhibit Q		Form of Non-Bank Certificate
Exhibit R		Form of Intercreditor Agreement

SECOND LIEN CREDIT AGREEMENT

          This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of October 26, 2006, among BLUE PEARL USA LTD. (“Borrower”), a Colorado corporation, to be merged with and into ▇▇▇▇▇▇▇▇ CREEK METALS COMPANY, a Colorado corporation (the “Acquired Business”), BLUE PEARL MINING LTD., a corporation existing under the laws of the Province of Ontario (“Holdings”), the Subsidiary Guarantors party hereto from time to time (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders party hereto from time to time, UBS SECURITIES LLC, as lead arranger (in such capacity, the “Arranger”), as documentation agent (in such capacity, the “Documentation Agent”) and as syndication agent (in such capacity, the “Syndication Agent”) and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

WITNESSETH:

          WHEREAS, Holdings and Borrower, a direct Wholly Owned Subsidiary of Holdings, have entered into an agreement and plan of merger, dated as of September 1, 2006 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Acquisition Agreement”), with the Acquired Business and F. ▇▇▇▇▇▇ ▇▇▇▇▇▇, as representative of the selling shareholders, to acquire (the “Acquisition”) the Acquired Business;

          WHEREAS, the Acquisition will be effected by a merger (the “Merger”) of Borrower with and into the Acquired Business, with the Acquired Business surviving the Merger;

          WHEREAS, the Equity Financing will be consummated prior hereto or simultaneously herewith;

          WHEREAS, simultaneously herewith, Borrower will enter into the First Lien Credit Agreement providing for (i) first lien term loans in the aggregate principal amount of $340.0 million and (ii) a $25.0 million first lien revolving credit facility;

          WHEREAS, Borrower has requested the Lenders to extend credit in the form of second lien term loans on the Closing Date in an aggregate principal amount at maturity not in excess of $61,855,670; and

          WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12.

          NOW, THEREFORE, the Lenders are willing to extend such credit to Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

          “ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

          “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

          “ABR Loan” shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

          “Acquired Business” shall have the meaning assigned to such term in the preamble hereto.

          “Acquisition” shall have the meaning assigned to such term in the first recital hereto.

          “Acquisition Agreement” shall have the meaning assigned to such term in the first recital hereto.

          “Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

          “Acquisition Documents” shall mean the collective reference to the Acquisition Agreement and the other documents listed on Schedule 3.21.

          “Act” shall have the meaning assigned to such term in Section 10.13.

          “Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest l/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period.

          “Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.

          “Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.

          “Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.09, the term

“Affiliate” shall also include (i) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (ii) any person that is an executive officer or director of the person specified.

          “Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

          “Agreement” shall have the meaning assigned to such term in the preamble hereto.

          “Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the Administrative Agent shall have determined (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 Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

          “Alternate Currency” shall mean Canadian dollars.

          “Alternate Currency Equivalent” shall mean, as to any amount denominated in dollars as of any date of determination, the amount of the Alternate Currency that could be purchased with such amount of dollars based upon the spot selling rate.

          “Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22.

          “Applicable Margin” shall mean, for any day, 10.00% per annum, in the case of Eurodollar Loans, and 9.00% per annum, in the case of ABR Loans.

          “Applicable Percentage” shall mean, with respect to any Lender, the percentage of the total Loans and Commitments represented by such Lender’s Loans and Commitments.

          “Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

          “Arranger” shall have the meaning assigned to such term in the preamble hereto.

          “Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property excluding sales of inventory and dispositions of cash and cash equivalents, in each case, in the ordinary course of business, by Holdings or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings, in each case of clauses (a) and (b), to any person other than (i) Borrower, (ii) any Subsidiary of Borrower that is a Subsidiary Guarantor, (iii) other than for purposes of Section 6.06, any other Subsidiary of Borrower or (iv) if the entity disposing of such property is Holdings or a Subsidiary of Holdings other than Borrower and its Subsidiaries, Holdings or any Subsidiary of Holdings that is Borrower or a Subsidiary Guarantor.

          “Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent.

          “Attributable Indebtedness” shall mean, when used with respect to any Sale and Lease-back Transaction, as at the time of determination, the present value (discounted at a rate equivalent to Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

          “Bailee Letter” shall have the meaning assigned thereto in the Security Agreement.

          “Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by UBS AG, Stamford Branch from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

          “Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

          “Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

          “Borrower” shall have the meaning assigned to such term in the preamble hereto. On and after the effectiveness of the Merger, references to “Borrower” shall mean the Acquired Business.

          “Borrowing” shall mean Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

          “Borrowing Request” shall mean a request by Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

          “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in Vancouver, British Columbia, Toronto, Ontario or New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

          “Canadian dollars” or “Can$” shall mean the lawful money of Canada.

          “Canadian Security Agreements” shall mean collectively the First Lien Canadian Security Agreement and the Second Lien Canadian Security Agreement, each entered into among Holdings, Blue Pearl Mining, Inc. and the collateral agent named therein.

          “Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements of such person, or replacements or substitutions therefor or additions

thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

          “Capital Expenditures” shall mean, for any period, without duplication, all expenditures made directly or indirectly by Holdings and its Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability). For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

          “Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “Cash Equivalents” shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (d) commercial paper issued by any person incorporated in the United States rated at least A-l or the equivalent thereof by Standard & Poor’s Rating Service or at least P-l or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; and (f) demand deposit accounts maintained in the ordinary course of business.

          “Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) or, other than to the extent paid in cash, clause (g) of the definition of “Consolidated Interest Expense” and (c) gross interest income of Borrower and its Subsidiaries for such period.

          “Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation, expropriation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation, expropriation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of

any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

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

          A “Change in Control” shall be deemed to have occurred if:

     (a) Holdings at any time ceases to own 100% of the Equity Interests of Borrower;

     (b) at any time a change of control (or similarly titled event) occurs under any Material Indebtedness;

     (c) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such 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), directly or indirectly, of Voting Stock of Holdings representing more than 35% of the voting power of the total outstanding Voting Stock of Holdings; or

     (d) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of Holdings, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Holdings.

          For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

          “Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

          “Charges” shall have the meaning assigned thereto in Section 10.14.

          “Closing Date” shall mean the date of the borrowing of the Loans hereunder.

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

          “Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

          “Collateral Agent” shall have the meaning assigned thereto in the preamble hereto.

          “Commitment” shall mean, with respect to any Lender, such Lender’s commitment to make a Loan hereunder on the Closing Date in the amount set forth on Schedule 1 to the Lender Addendum executed and delivered by such Lender. The aggregate amount of the Lenders’ Commitments is $61,855,670.

          “Commitment Fee” shall have the meaning assigned thereto in Section 2.05(a).

          “Communications” shall have the meaning assigned thereto in Section 10.01(d).

          “Companies” shall mean Holdings and its Subsidiaries; and “Company” shall mean any one of them.

          “Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

          “Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of September 2006.

          “Consent Documents” shall mean (i) the letter agreement dated October [26], 2006 among ▇▇▇▇▇▇▇▇ Creek Mining Ltd., Sojitz Moly Resources, Inc., the Collateral Agent and the Second Lien Collateral Agent, (ii) the estoppel letter dated October [26], 2006 provided by Sojitz Moly Resources, Inc. to the Collateral Agent and the Second Lien Collateral Agent and (iii) the consent to assignment dated October 26, 2006 executed by Fundamental Resources Corporation, Roda Holdings Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

          “Consolidated Amortization Expense” shall mean, for any period, the amortization expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

          “Consolidated Current Assets” shall mean, as at any date of determination, the total assets of Borrower and its Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP.

          “Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of Borrower and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP.

          “Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

          “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of Borrower only if a corresponding amount would be permitted at the date of determination to be distributed to Borrower by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents

and all agreements, instruments and Requirements of Law applicable to such Subsidiary or its equityholders):

     (a) Consolidated Interest Expense for such period,

     (b) Consolidated Amortization Expense for such period,

     (c) Consolidated Depreciation Expense for such period,

     (d) Consolidated Tax Expense for such period,

     (e) costs and expenses directly incurred in connection with the Transactions (not to exceed $12.0 million in the aggregate) for such period, and

     (f) the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period, and

(y) subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period.

          Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the Test Period and prior to the date of determination as if each such Permitted Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

          “Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Fixed Charges for such Test Period.

          “Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication, of

     (a) Consolidated Interest Expense for such period;

     (b) the aggregate amount of Capital Expenditures for such period;

     (c) the aggregate amount of all lease payments for such period;

     (d) all cash payments in respect of income taxes made during such period (net of any cash refund in respect of income taxes actually received during such period);

     (e) the principal amount of all scheduled amortization payments on all Indebtedness (including the principal component of all Capital Lease Obligations) of Borrower and its Subsidiaries for such period (as determined on the first day of the applicable period) (together, the “Amortization Amount”);

     (f) the product of (i) all dividend payments on any series of Disqualified Capital Stock of Borrower or any of its Subsidiaries (other than dividend payments to Borrower or any of its Subsidiaries) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of Borrower and its Subsidiaries, expressed as a decimal;

     (g) the product of (i) all cash dividend payments on any Preferred Stock (other than Disqualified Capital Stock) of Borrower or any of its Subsidiaries (other than dividend payments to Borrower or any of its Subsidiaries) multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of Borrower and its Subsidiaries, expressed as a decimal; and

     (h) payments after the Closing Date under Section 2.03 of the Acquisition Agreement, with each such annual payment, if any, being deemed to have been made on the last day of the calendar year with respect to which it was determined.

          Determinations of Consolidated Fixed Charges shall be made (1) for the Test Period ending March 31, 2007, using the Amortization Amount for the fiscal quarter then ended multiplied by 4, (2) for the Test Period ending June 30, 2007, using the Amortization Amount for the two fiscal quarters then ended multiplied by 2, and (3) for the Test Period ending September 30, 2007, using the Amortization Amount for the three fiscal quarters then ended multiplied by 4/3.

          “Consolidated Indebtedness” shall mean, as at any date of determination, the aggregate amount of all Indebtedness of Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

          “Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y) Consolidated Interest Expense for such Test Period.

          “Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

     (a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of Borrower and its Subsidiaries for such period;

     (b) commissions, discounts and other fees and charges owed by Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

     (c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by Borrower or any of its Subsidiaries for such period;

     (d) cash contributions to any employee stock ownership plan or similar trust made by Borrower or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

     (e) all interest paid or payable with respect to discontinued operations of Borrower or any of its Subsidiaries for such period;

     (f) the interest portion of any deferred payment obligations of Borrower or any of its Subsidiaries for such period;

     (g) all interest on any Indebtedness of Borrower or any of its Subsidiaries of the type described in clause (f) or (k) of the definition of “Indebtedness” for such period;

provided that (a) to the extent directly related to the Transactions, debt issuance costs, debt discount or premium and other financing fees and expenses shall be excluded from the calculation of Consolidated Interest Expense and (b) Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements related to interest rates (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements related to interest rates.

          Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished at any time on or after the first day of the Test Period and prior to the date of determination in connection with the Acquisition, any Permitted Acquisitions and Asset Sales (other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period. In addition, determinations of the Consolidated Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be made (1) for the Test Period ending March 31, 2007, using Consolidated Interest Expense for the fiscal quarter then ended multiplied by 4, (2) for the Test Period ending June 30, 2007, using Consolidated Interest Expense for the two fiscal quarters then ended multiplied by 2, and (3) for the Test Period ending September 30, 2007, using Consolidated Interest Expense for the three fiscal quarters then ended multiplied by 4/3.

          “Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

     (a) the net income (or loss) of any person (other than a Subsidiary of Borrower) in which any person other than Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Borrower or (subject to clause (b) below) any of its Subsidiaries during such period;

     (b) the net income of any Subsidiary of Borrower during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Subsidiary during such period, except that Borrower’s equity in net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income;

     (c) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Holdings or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by Borrower or any of its Subsidiaries;

     (e) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

     (f) earnings resulting from any reappraisal, revaluation or write-up of assets;

     (g) unrealized gains and losses with respect to Hedging Obligations for such period; and

     (h) any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Borrower or any of its Subsidiaries during such period.

          For purposes of this definition of “Consolidated Net Income,” Consolidated Net Income shall be reduced (to the extent not already reduced thereby) by the amount of any payments to or on behalf of Borrower made pursuant to Sections 6.08(c) and (d).

          “Consolidated Tax Expense” shall mean, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

          “Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02, the following conditions:

     (a) Borrower shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien;

     (b) at the option and at the request of the Administrative Agent, to the extent such Liens are in an aggregate amount in excess of $5.0 million, the appropriate Loan Party shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and the Administrative Agent’s reasonable estimate of all interest and penalties related thereto; and

     (c) such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the Requirement of Law creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

          “Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements until a reimbursement obligation arises with respect thereto (at which time such reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in

respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

          “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of Voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

          “Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

          “Covered Property” shall have the meaning assigned to such term in Section 3.05(b).

          “Credit Extension” shall mean the making of a Loan by a Lender.

          “Davidson Project” shall mean the molybdenum deposit and the development of that deposit into a mine and associated development located near Smithers, British Columbia, Canada which is the subject of that certain Vending Agreement dated March 18, 2005 between Fundamental Resources Corporation and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as vendors, and Blue Pearl Mining Ltd. (formerly Patent Enforcement and Royalties Ltd.).

          “Davidson Property” shall mean the Property as that term is defined in the Davidson Vending Agreement relating to the Davidson Project as in effect on the Closing Date, together with all permits and other rights relating to such Property.

          “Davidson Reinvestment Extension Period” shall have the meaning assigned to such term in Section 2.10(c)(ii).

          “Davidson Subsidiary” shall mean Blue Pearl Mining Inc., a Yukon corporation, or any successor or successors in possession of an ownership interest in the Davidson Project.

          “Davidson Vending Agreement” shall mean the agreement made as of March 18, 2005, as amended by an agreement made as of April 8, 2005, between Fundamental Resources Corporation and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (on behalf of himself and on behalf of Roda Holdings Inc.), as the Vendors and Blue Pearl Mining Inc. (formerly Patent Enforcement and Royalties Ltd.), as amended, supplemented or replaced from time to time.

          “Debt Issuance” shall mean the incurrence by Holdings or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

          “Debt Service” shall mean, for any period, Cash Interest Expense for such period plus scheduled principal amortization of all Indebtedness of Borrower and its Subsidiaries for such period.

          “Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

          “Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

          “Discharge of First Lien Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

          “Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Second Lien Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Second Lien Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Second Lien Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

          “Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, whether directly or indirectly (including by way of a payment to a third party in satisfaction of the obligations of such holders, including without limitation, with respect to Borrower, a payment by Borrower of obligations of Holdings to make contingent payments under Section 2.03 of the Acquisition Agreement), or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

          “Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.

          “dollars” or “$” shall mean lawful money of the United States.

          “Dollar Equivalent” shall mean, as to any amount denominated in the Alternate Currency as of any date of determination, the amount of dollars that would be required to purchase the amount of the Alternate Currency based upon the spot selling rate at which the Administrative Agent offers to sell the Alternate Currency for dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later.

          “Domestic Subsidiary” shall mean, as to any Person, any Subsidiary of such Person that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

          “Eligible Assignee” shall mean (i) any Lender, (ii) an Affiliate of any Lender, (iii) an Approved Fund and (iv) any other person approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that “Eligible Assignee” shall not include Borrower or any of its Affiliates or Subsidiaries or any natural person.

          “Embargoed Person” shall have the meaning assigned to such term in Section 6.21.

          “Endako Mine” shall mean that certain Mine and all Improvements and Real Property interests relating thereto (including any and all concentrators, ▇▇▇▇▇, plants, processing, refinery, warehouse and storage facilities, dries, pump stations, water lines, administrative buildings, infirmaries, laboratories, garages, shops and access rights) located in British Columbia which upon consummation of the Merger will be 75% owned by Borrower and 25% owned by Sojitz Moly Resources, Inc., a corporation existing under the laws of the Province of British Columbia.

          “Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, or as “environment” is otherwise defined in any Environmental Law.

          “Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law or Environmental Permit, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health or safety pursuant to an Environmental Law or to the Environment.

          “Environmental Law” shall mean any and all present and future ratified treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other legally binding requirements, any and all Environmental Permits and the common law, relating to pollution or, relating to protection of public health or safety (as such relate to exposure to Hazardous Materials) or to the Environment, the Release or threatened Release of Hazardous Material, mined land reclamation, the protection of natural resources or natural resource damages, or occupational safety or health, including without limitation:

     (a) Resource Conversation and Recovery Act, as amended (“RCRA”), 42 U.S.C. § 6901 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq.; as amended by the Superfund Amendments and Reauthorization Act of 1986 (“▇▇▇▇”), the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the National Environmental Policy Act, 42 U.S.C. § 4321 et seq., the Endangered Species Act, as amended, 16 U.S.C. §§ 1531 et seq.; the Noise Control Act, 42 U.S.C. § 4901 et seq., and the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq., the Occupational Safety and Health Act, 29 U.S.C. § 655 et seq.;

     (b) Idaho Environmental Protection and Health Act, I.C. §§ 39-101 et seq.; Water Quality, I.C. §§ 39-3601 et seq.; Hazardous Waste Management Act, I.C. §§ 39-4401 et seq.; Hazardous Substance Emergency Response Act, I.C. §§ 39-7101 et seq.; Idaho Land Remediation Act; I.C. §§ 39-7201 et seq.; and the Idaho Abandoned Mine Cleanup Act, I.C., §47-1701 et seq.

          “Environmental Permit” shall mean any permit, license, bond or other financial assurance, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

          “Equipment” shall have the meaning assigned to such term in the Security Agreement.

          “Equity Financing” shall mean the issuance of common equity (including common share purchase warrants) by Holdings on or prior to the Closing Date yielding net proceeds to Holdings of not less than $150.0 million on terms and conditions satisfactory to the Administrative Agent for application as consideration for the Merger; provided that such terms will not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents.

          “Equity Interest” shall mean, with respect to any person, any share, interest, participation or other equivalent, including membership interest (however designated, whether voting or nonvoting), in the equity of such person, including, if such person is a partnership, partnership interest (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits or losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

          “Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Holdings after the Closing Date of any Equity Interest in Holdings (including any Equity Interest issued upon exercise of any warrant or option) or any warrant or option to purchase any Equity Interest or (ii) any contribution to the capital of Holdings; provided, however, that an Equity Issuance shall not include (x) any issuance as a result of the exercise by the underwriters after the Closing Date of the over-allotment option related to the Equity Financing, (y) any Preferred Stock Issuance or Debt Issuance or (z) any such sale or issuance by Holdings of its Equity Interests (including its Equity Interests issued upon exercise of any warrant or option or warrants or options to purchase its Equity Interests but excluding Disqualified Capital Stock), in each case, to directors, officers or employees of any Company.

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

          “ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

          “ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA; (c) the failure to make

by its due date a required installment under Section 412(m) of the Code (or Section 430(j) of the Code, as amended by the Pension Protection Act of 2006) with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

          “Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

          “Eurodollar Loan” shall mean any Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

          “Event of Default” shall have the meaning assigned to such term in Section 8.01.

          “Excess Amount” shall have the meaning assigned to such term in Section 2.10(h).

          “Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated EBITDA for such Excess Cash Flow Period, minus, without duplication:

     (a) Debt Service for such Excess Cash Flow Period;

     (b) any voluntary prepayments of Loans, any voluntary prepayments applied to any term loans under the First Lien Credit Agreement and any voluntary prepayments of any revolving loans, to the extent accompanied by corresponding reductions in the applicable commitment amount, under the First Lien Credit Agreement, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period;

     (c) Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (d) was previously delivered) that are paid in cash;

     (d) Capital Expenditures that Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of Borrower and certifying that such Capital Expenditures will be made in the following Excess Cash Flow Period;

     (e) the aggregate amount of investments made in cash during such period pursuant to Sections 6.04(e) and (i);

     (f) taxes of Borrower and its Subsidiaries that were paid in cash during such Excess Cash Flow Period or will be paid within six months after the end of such Excess Cash Flow Period and for which reserves have been established;

     (g) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

     (h) payments made by Borrower pursuant to Section 6.08(d), with each such annual payment, if any, being deemed to have been made on the last day of the calendar year with respect to which it is determined;

     (i) losses excluded from the calculation of Consolidated Net Income by operation of clause (c) or (h) of the definition thereof that are paid in cash during such Excess Cash Flow Period; and

     (j) to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

     (i) the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

     (ii) all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);

     (iii) to the extent any permitted Capital Expenditures referred to in clause (d) above do not occur in the Excess Cash Flow Period specified in the certificate of Borrower provided pursuant to clause (d) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

     (iv) any return on or in respect of investments received in cash during such period, which investments were made pursuant to Section 6.04(e) or (i);

     (v) income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c) or (h) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to Section 2.10(c), (d), (e) or (f)); and

     (vi) to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

          “Excess Cash Flow Period” shall mean (i) the period taken as one accounting period from January 1, 2007 and ending on December 31, 2007 and (ii) each fiscal year of Borrower thereafter.

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder or under any of the other Loan Documents, (a) taxes imposed on or measured by its overall net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction and (b) in the case of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office, originates a borrowing from a different lending office, or otherwise changes the lending office with respect to a Loan), except (x) to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation or use of a new lending office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request by Borrower under Section 2.16; provided that this subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 2.14(d), or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.15(e).

          “Executive Order” shall have the meaning assigned thereto in Section 3.22.

          “Existing Lien” shall have the meaning assigned thereto in Section 6.02(c).

          “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

          “Fees” shall have the meaning assigned to such term in Section 2.05(b).

          “Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

          “FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

          “First Lien Administrative Agent” means UBS AG, Stamford Branch, in its capacity as administrative agent under the First Lien Credit Agreement, and its successors and assigns.

          “First Lien Collateral Agent” means UBS AG, Stamford Branch, in its capacity as collateral agent under the First Lien Credit Agreement, and its successors and assigns.

          “First Lien Credit Agreement” means (i) that certain credit agreement dated as of the date hereof among Borrower, Holdings, the Subsidiary Guarantors party thereto from time to time, the lenders party thereto from time to time, UBS Securities LLC, as lead arranger, as documentation agent and as syndication agent, UBS Loan Finance LLC, as swingline lender, and UBS AG, Stamford Branch, as issuing bank, as administrative agent and as collateral agent for the First Lien Secured Parties, as amended, restated, supplemented or modified from time to time to the extent permitted by this Agreement and the Intercreditor Agreement and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase or refinance (subject to the limitations set forth herein and in the Intercreditor Agreement) in whole or in part the indebtedness and other obligations outstanding under the (x) credit agreement referred to in clause (i) or (y) any subsequent First Lien Credit Agreement, unless such agreement or instrument expressly provides that it is not intended to be and is not a First Lien Credit Agreement hereunder. Any reference to the First Lien Credit Agreement hereunder shall be deemed a reference to any First Lien Credit Agreement then in existence.

          “First Lien Loan Documents” means the First Lien Credit Agreement and the other Loan Documents as defined in the First Lien Credit Agreement, including each mortgage and other security documents, guaranties and the notes issued thereunder.

          “First Lien Loans” means the senior secured first lien term loan and revolving credit facilities under the First Lien Credit Agreement.

          “First Lien Secured Parties” means the First Lien Administrative Agent, the First Lien Collateral Agent, each Person that is a lender under the First Lien Credit Agreement and each counterparty to a Hedging Agreement or Treasury Services Agreement if at the date of entering into such Hedging Agreement or Treasury Services Agreement such person was a “Lender” or an Affiliate of a “Lender” under the First Lien Credit Agreement and such person executes and delivers to the First Lien Administrative Agent a letter agreement in form and substance acceptable to the First Lien Administrative Agent pursuant to which such person (i) appoints the First Lien Collateral Agent as its agent under the applicable First Lien Loan Documents and (ii) agrees to be bound by the provisions of Sections 9.03, 10.03 and 10.09 of the First Lien Credit Agreement as if it were a “Lender” under the First Lien Credit Agreement.

          “First Lien Security Documents” shall have the meaning assigned to the term “Security Documents” in the First Lien Credit Agreement.

          “Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

          “Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

          “Foreign Subsidiary” shall mean, as to any Person, a Subsidiary of such Person that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

          “Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

          “GAAP” shall mean generally accepted accounting principles in Canada applied on a consistent basis.

          “Governmental Authority” shall mean the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

          “Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

          “Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

          “Guarantees” shall mean the guarantees issued pursuant to Article VII by Holdings and the Subsidiary Guarantors.

          “Guarantors” shall mean Holdings and the Subsidiary Guarantors.

          “Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

          “Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

          “Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

          “Holdings” shall have the meaning assigned to such term in the preamble hereto.

          “Improvements” shall have the meaning assigned to such term in the applicable Mortgage.

          “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person upon which interest charges are customarily paid or accrued; (d) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 90 days); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (h) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (i) all Attributable Indebtedness of such person; (j) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above. The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

          “Indemnified Taxes” shall mean all Taxes other than Excluded Taxes.

          “Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

          “Indemnity Agreement” shall mean the Indemnity Agreement dated as of the Closing Date by Borrower and the Subsidiary Guarantors party thereto.

          “Information” shall have the meaning assigned to such term in Section 10.12.

          “Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

          “Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

          “Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

          “Intercompany Note” shall mean a promissory note substantially in the form of Exhibit P.

          “Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit R.

          “Interest Election Request” shall mean a request by Borrower to convert or continue a Borrowing in accordance with Section 2.08(b) substantially in the form of Exhibit E.

          “Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) the Second Lien Maturity Date.

          “Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if each affected Lender so agrees, twelve months) thereafter, as Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

          “Investments” shall have the meaning assigned to such term in Section 6.04.

          “Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F.

          “Judgment Currency” shall have the meaning assigned to such term in Section 10.17(a).

          “Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 10.17(a).

          “Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may be reasonably acceptable to the Administrative Agent.

          “Langeloth Facility” shall mean that certain plant located at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ operated by Borrower or the applicable Loan Party.

          “Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees

thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

          “Lender Addendum” shall mean with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit H, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.15.

          “Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption.

          “LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period. “Telerate British Bankers Assoc. Interest Settlement Rates Page” shall mean the display designated as Page 3750 on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).

          “Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          “Loan Documents” shall mean this Agreement, the Intercreditor Agreement, the Notes (if any), the Indemnity Agreement and the Security Documents and, solely for purposes of paragraph (e) of Section 8.01, the confidential Fee Letter, dated September 1, 2006, among Holdings, Borrower, UBS Loan Finance LLC and UBS Securities LLC.

          “Loan Parties” shall mean Holdings, Borrower and the Subsidiary Guarantors.

          “Loans” shall mean the term loans made by the Lenders to Borrower pursuant to Section 2.01. Each Loan shall be either an ABR Loan or a Eurodollar Loan.

          “Margin Stock” shall have the meaning assigned to such term in Regulation U.

          “Material Adverse Effect” shall mean (a) a material adverse effect on the business, property, results of operations or condition, financial or otherwise, or material agreements of Holdings and its Subsidiaries, taken as a whole; (b) material impairment of the ability of any of the Loan Parties to fully and timely perform any of its obligations under any Loan Document; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agent under any Loan Document; or (d) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

          “Material Indebtedness” shall mean (a) Indebtedness under the First Lien Loan Documents and (b) any other Indebtedness (other than the Loans) or Hedging Obligations of Holdings or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $10.0 million. For purposes of determining Material Indebtedness, the “principal amount” in respect of any Hedging Obligations of any Loan Party at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if the related Hedging Agreement were terminated at such time.

          “Material Subsidiary Guarantors” means (i) each of Langeloth Metallurgical Company LLC and Cyprus ▇▇▇▇▇▇▇▇ Creek Mining Company and any respective successor thereof and (ii) any Subsidiary which meets any of the following conditions: (a) Holdings’, Borrower’s and the other Subsidiaries’ investments in and advances to such Subsidiary exceed 30% of the consolidated total assets of Holdings and the Subsidiaries as of the end of the most recently completed fiscal year, (b) the consolidated assets of such Subsidiary exceed 30% of the consolidated total assets of Holdings and the Subsidiaries as of the end of the most recently completed fiscal year or (c) the consolidated pre-tax income from continuing operations of such Subsidiary for the most recently ended period of four consecutive fiscal quarters exceeds 30% of the consolidated pre-tax income from continuing operations of Holdings and the Subsidiaries for such period.

          “Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

          “Merger” shall have the meaning assigned to such term in the second recital hereto.

          “Mine” shall mean any excavation or opening into the earth now or hereafter made from which minerals are or can be extracted on or from any of the Real Properties in which any Loan Party holds an ownership, leasehold or other interest.

          “Mining Laws” shall mean any and all applicable federal, state, provincial, local and foreign statutes, laws, regulations, guidance, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions or common law causes of action relating to mining operations and activities. Mining Laws shall include, but not be limited to, the Mine Safety and Health Act, as amended, 30 U.S.C. §§ 801 et seq., as amended by the Mine Improvement and Emergency Response Act of 2006; the General Mining Law, 30 U.S.C. §§21, et seq. (United States); the Federal Land Policy and Management Act of 1976, as amended, 43 U.S.C. §§ 1701 et seq.; the Forest and Rangeland Renewable Resources Planning Act of 1974, 16 U.S.C. §§ 58(h), 1600-1614, as amended by the National Forest Management Act of 1976, 16 U.S.C. §§ (scattered sections); the

Idaho Surface Mining Act, I.C. §§ 47-1501 et seq.; Rights of Way and Easements for Development of Mines, I.C. §§ 47-901 et seq.; the National Historic Preservation Act, as amended, 16 U.S.C. §§ 470 et seq.; Laws governing Construction, Maintenance and Operation of Dams and Mine Tailings Impoundment Structures, I.C. §§ 42-1709 et seq.; Alteration of Channels of Streams, I.C. §§ 42-3801 et seq.; the Mines Act (British Columbia, Canada), the Mineral Tenure Act (British Columbia, Canada) and the Workers Compensation Act (British Columbia, Canada), each as amended, and their state, provincial and local counterparts or equivalents and all Mining Permits.

          “Mining Permits” shall mean any and all permits, licenses, registrations, bonds or other financial assurance, notifications, exemptions and any other authorization required under any applicable Mining Law or otherwise necessary to recover minerals from any Mine being operated by Holdings, Borrower or any Subsidiary.

          “Mining Proceeding” shall mean any claim, order, action, notice, suit, demand, proceeding or other communication alleging liability under or any violation of any Mining Law or Mining Permit.

          “Mining Tenure” shall mean a lease, license, claim (whether patented or unpatented) or other use agreement which provides Holdings, Borrower or any Subsidiary the real property rights, other interests in land, including mining and surface rights, easements, and rights of way and options (i) currently operated by Holdings, Borrower or any Subsidiary or (ii) part of any of Holdings’, Borrower’s or any Subsidiary’s mine plans. Leases which provide Holdings, Borrower or any Subsidiary the right to construct and operate a preparation plant and related facilities on the surface of the Real Property containing such reserves shall also be deemed a Mining Tenure.

          “Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in the form of Exhibit J-1 or J-2, as applicable, or, subject to the terms of the Intercreditor Agreement, other form reasonably satisfactory to the Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

          “Mortgaged Property” shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 8(a) to the Perfection Certificate dated the Closing Date (including, without limitation, all Covered Property) and/or encumbered by a Mortgage on the Closing Date and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11 (c).

          “Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; or (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions.

          “Net Cash Proceeds” shall mean:

     (a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests), the cash proceeds received by Holdings or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Holdings or any of its Subsidiaries) in respect of non-cash consideration initially received) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer

and similar taxes and Borrower’s good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Holdings or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 90 days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

     (b) (i) with respect to any Equity Issuance, the cash proceeds thereof, net of (A) customary fees, commissions, costs, taxes and other expenses incurred in connection therewith, (B) up to $3.0 million per year of general and administrative expenses of Holdings, and (C) to the extent that Holdings shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to the date of the application of such amounts in accordance with Section 2.10(e) stating that such amounts are intended to be applied within one year of receipt thereof to costs associated with development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005 or, if applicable, to satisfy obligations of Holdings to make contingent payments under and in accordance with Section 2.03 of the Acquisition Agreement (as in effect on September 1, 2006) and in accordance with Section 6.08(d); provided that, with respect to proceeds intended to be applied to the development of the Davidson Project, if on or prior to the second anniversary of the receipt of such proceeds Holdings shall have delivered an Officer’s Certificate to the Administrative Agent stating in good faith that either (i) the Davidson Subsidiary has entered into a definitive contract with a third party regarding the reinvestment of such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005 or (ii) the Davidson Subsidiary intends to invest such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005 (and attaching a budget demonstrating such intention in reasonable detail), then such period shall be extended by one year from such delivery (but in no event past the third anniversary of the receipt of such proceeds); and (ii) with respect to any Debt Issuance or any issuance or sale of Equity Interests by Holdings or any of its Subsidiaries other than an Equity Issuance, the cash proceeds thereof, net of customary fees, commissions, costs, taxes and other expenses incurred in connection therewith; and

     (c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event.

          If all or any portion of the proceeds from any Equity Issuance described in clause (b)(i)(C) above is not so applied within such one-year period (as such period may be extended as provided above), then such unused portion shall constitute Net Cash Proceeds and shall be applied in accordance with Section 2.10(e).

          “Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

          “Notes” shall mean any notes evidencing the Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K.

          “Obligations” shall mean (a) obligations of Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrower and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

          “OFAC” shall have the meaning assigned to such term in Section 3.22.

          “Officer’s Certificate” shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer, the president, any vice president (or any person with an equivalent title) or any Financial Officer, each in his or her official (and not individual) capacity.

          “Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

          “Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

          “Participant” shall have the meaning assigned to such term in Section 10.04(d).

          “PBGC” shall mean the Pension Benefit Guaranty Corporation (or any successor).

          “Perfection Certificate” shall mean a certificate in the form of Exhibit L-l or any other form approved by the Collateral Agent and Borrower, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

          “Perfection Certificate Supplement” shall mean a certificate to supplement the Perfection Certificate in the form of Exhibit L-2 or any other form approved by the Collateral Agent and Borrower.

          “Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person; (b) acquisition of in excess of 50% of the Equity Interests of any person, who is or becomes a Loan Party after giving effect thereto; or (c) merger or consolidation or any other combination with any person, if each of the following conditions is met:

     (i) no Default then exists or would result therefrom;

     (ii) after giving effect to such transaction on a Pro Forma Basis, (A) Holdings and Borrower shall be in compliance with all covenants set forth in Sections 6.10 (a), (b), (c) and (d) as of the most recent Test Period (assuming (x) for purposes of Section 6.10, that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Section 6.10 ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period and (y) if such transaction is to be consummated prior to the last day of the first Test Period for which the covenants in Sections 6.10 (a), (b), (c) and (d) are required to be satisfied, the levels required for such first Test Period shall be deemed to apply in determining compliance with such covenants for purposes of this clause (A)), and (B) unless expressly approved by the Administrative Agent, the person or business to be acquired shall have generated positive cash flow for the Test Period most recently ended prior to the date of consummation of such acquisition;

     (iii) no Company shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller or the business, person or properties acquired, except (A) to the extent permitted under Section 6.01 and (B) obligations not constituting Indebtedness incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

     (iv) the person or business to be acquired shall be, or shall be engaged in, a business of the type that Holdings and the Subsidiaries are permitted to be engaged in under Section 6.15 and the property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Collateral Liens;

     (v) the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

     (vi) all transactions in connection therewith shall be consummated in accordance with all applicable Requirements of Law;

     (vii) with respect to any transaction involving Acquisition Consideration of more than $10.0 million, unless the Administrative Agent shall otherwise agree, Borrower shall have provided

the Administrative Agent and the Lenders with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) reasonably detailed projections for the succeeding five years pertaining to the person or business to be acquired and updated projections for Borrower after giving effect to such transaction, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction (provided that the Administrative Agent has executed a customary non-disclosure agreement), and (D) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agent or the Required Lenders;

     (viii) at least 10 Business Days prior to the proposed date of consummation of the transaction, Borrower shall have delivered to the Agents and the Lenders an Officer’s Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect; and

     (ix) the Acquisition Consideration for such acquisition shall not exceed $10.0 million, and the aggregate amount of the Acquisition Consideration for all Permitted Acquisitions since the Closing Date shall not exceed $50.0 million; provided that any Equity Interests constituting all or a portion of such Acquisition Consideration shall not have a cash dividend requirement on or prior to the Final Maturity Date.

          “Permitted Collateral Liens” shall mean (a) in the case of Collateral other than Mortgaged Property, the Permitted Liens and (b) in the case of Mortgaged Property, “Permitted Collateral Liens” shall mean the Liens described in clauses (a), (b), (d), (e), (g) and (1) of Section 6.02; provided, however, on the Closing Date or upon the date of delivery of each additional Mortgage under Section 5.11. or 5.12. Permitted Collateral Liens shall mean only those Liens set forth in Schedule B to the applicable Mortgage which shall, in the case of Real Property located in the United States, set forth the liens disclosed in the Title Policy issued in connection with such Mortgage and, in the case of Real Property located in Canada, set forth the liens disclosed in the Title Opinions delivered relating to such Real Property.

          “Permitted Liens” shall have the meaning assigned thereto in Section 6.02.

          “person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Section 4069 of ERISA).

          “Platform” shall have the meaning assigned thereto in Section 10.1 (d).

          “Preferred Stock” shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Closing Date.

          “Preferred Stock Issuance” shall mean the issuance or sale by Holdings or any of its Subsidiaries of any Preferred Stock after the Closing Date (other than as permitted by Section 6.01).

          “Premises” shall have the meaning assigned thereto in the applicable Mortgage.

          “Pro Forma Basis” shall mean on a basis in accordance with GAAP and otherwise reasonably satisfactory to the Administrative Agent.

          “property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

          “Property Material Adverse Effect” shall have the meaning assigned thereto in the Mortgage.

          “Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

          “Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

          “Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral interests, reserves, land positions, and any other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles contract rights, as extracted collateral and other property and rights incidental to the ownership, lease or operation thereof.

          “Register” shall have the meaning assigned to such term in Section 10.04(c).

          “Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Related Parties” shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

          “Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

          “Relevant Currency Equivalent” shall mean the Dollar Equivalent or the Alternate Currency Equivalent, as applicable.

          “Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding and unused Commitments.

          “Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law, including, without limitation, any and all Mining Laws.

          “Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, ▇▇▇▇▇ or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

          “Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

          “Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.03.

          “Second Lien Maturity Date” shall mean April 26, 2013, or, if such date is not a Business Day, the first Business Day thereafter.

          “Secured Obligations” shall mean the Obligations.

          “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent and the Lenders.

          “Securities Act” shall mean the Securities Act of 1933.

          “Securities Collateral” shall have the meaning assigned to such term in the Security Agreement.

          “Security Agreement” shall mean collectively and individually, the U.S. Security Agreement in the form of Exhibit M-l among Borrower, its Domestic Subsidiaries and the Collateral Agent for the benefit of the Secured Parties and the Canadian Security Agreement in the form of M-2 among Holdings, Blue Pearl Mining Inc. and the Collateral Agent for the benefit of the Secured Parties.

          “Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.11.

          “Security Documents” shall mean the Security Agreement, the Mortgages and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected (to the extent required thereby) security interest in favor of the Collateral Agent for the benefit of the Secured Parties in property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Security Agreement, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien in favor of the Collateral Agent for the benefit of the Secured Parties on any property as collateral for the Secured Obligations.

          “Statutory Reserves” shall mean, for any Interest Period for any Eurodollar Borrowing, 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 dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurodollar 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.

          “Subordinated Indebtedness” shall mean Indebtedness of Borrower or any Guarantor that is by its terms subordinated in right of payment to the Obligations of Borrower and such Guarantor, as applicable.

          “Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings.

          “Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(b), and each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.11.

          “Survey” shall mean a survey of any Covered Property (including all material improvements and material fixtures located thereon and all easements, rights of way, access, and other similar rights material to the operation of the business conducted thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Covered Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of

such Covered Property or any easement, right of way or other interest in the Covered Property has been granted or become effective through operation of law or otherwise with respect to such Covered Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Covered Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) substantially complying in all material respects with the minimum detail requirements of the American Land Title Association (or foreign equivalent thereof, as appropriate) as such requirements are in effect on the date of preparation of such survey and (v) in all events, sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Covered Property and issue the endorsements of the type required by Section 4.01(o)(iii) or (b) otherwise acceptable to the Collateral Agent.

          “Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.

          “Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

          “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

          “Test Period” in effect at any time shall mean the period of four consecutive fiscal quarters of Borrower ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 5.01 (a) or (b) (or, solely for purposes of determining pro forma compliance with the covenants contained in Sections 6.08(a), (b), (c) and (d) pursuant to clause (ii) of the definition of Permitted Acquisition, prior to the date the first such financial statements are required to be so delivered, the most recent period of four fiscal quarters of the Acquired Business ended on or prior to the Closing Date).

          “▇▇▇▇▇▇▇▇ Creek Mine” shall mean that certain Mine and all Improvements and Real Property interests relating thereto (including any and all concentrators, ▇▇▇▇▇, plants, processing, refinery, warehouse and storage facilities, dries, pump stations, water lines, administrative buildings, infirmaries, laboratories, garages, shops and access rights) operated by the Acquired Business or any other Loan Party and located in ▇▇▇▇▇▇ County, Idaho where surface mining that produces molybdenum concentrate occurs.

          “Title Company” shall mean any title insurance company as shall be retained by Borrower and reasonably acceptable to the Administrative Agent.

          “Title Policy” shall have the meaning assigned to such term in Section 4.0l(o)(iii).

          “Total Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently ended.

          “Transaction Documents” shall mean the Acquisition Documents, the First Lien Loan Documents and the Loan Documents.

          “Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution, delivery and performance of the Loan Documents and the borrowings hereunder; (c) the Equity Financing; (d) the execution, delivery and performance of the First Lien Loan Documents and the initial borrowings thereunder; and (e) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

          “Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

          “Treasury Services Agreement” shall mean any agreement relating to treasury, depositary and cash management services or automated clearinghouse transfer of funds.

          “Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

          “UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

          “United States” shall mean the United States of America.

          “Unpatented Claims” shall have the meaning assigned to it in the Mortgage.

          “U.S. GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

          “Voting Stock” shall mean, with respect to any person, any Equity Interest of any class of such person pursuant to which the holders thereof have general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

          “Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

          “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurodollar Loan,” “Eurodollar Borrowing”).

          SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or

other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof and “here-under,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged Property or Covered Property or any property adjacent to the Mortgaged Property or Covered Property, respectively, means “on, in, under, above or about.”

          SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP as in effect on the date hereof unless otherwise agreed to by Borrower and the Required Lenders; provided that for fiscal periods ended prior to December 31, 2006 and solely with respect to any Loan Party incorporated in the United States, U.S. GAAP shall be used.

          SECTION 1.05 Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

          SECTION 2.01 Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly to make a Loan to Borrower on the Closing Date in the principal amount of its Commitment.

          Amounts paid or prepaid in respect of Loans may not be reborrowed.

          SECTION 2.02 Loans.

          (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million.

          (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.03. Each Lender may at

its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

          (c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

          (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

          (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Second Lien Maturity Date.

          SECTION 2.03 Borrowing Procedure. To request a Borrowing, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

     (a) the aggregate amount of such Borrowing, which shall equal the aggregate amount of the Commitments;

     (b) the date of such Borrowing, which shall be a Business Day;

     (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

     (e) the location and number of Borrower’s account to which funds are to be disbursed; and

     (f) that the conditions set forth in Section 4.0l(t) and (u) have been satisfied as of the date of the notice.

          If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

          SECTION 2.04 Evidence of Debt; Repayment of Loans.

          (a) Promise to Repay. Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, the unpaid principal amount of each Loan of such Lender (together with accrued and unpaid interest on the principal amount to be paid but excluding the date of such payment) on the Second Lien Maturity Date.

          (b) Lender and Administrative Agent Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms.

          (c) Promissory Notes. Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that any Loans made by it be evidenced by a promissory note. In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.05 Fees.

          (a) [Reserved].

          (b) Administrative Agent Fees. Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between Borrower and the Administrative Agent (the “Fees”).

          (c) [Reserved].

          (d) All Fees shall be paid on the dates due, in immediately available funds in dollars, to the Administrative Agent. Once paid, none of the Fees shall be refundable under any circumstances.

          SECTION 2.06 Interest on Loans.

          (a) ABR Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

          (b) Eurodollar Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

          (c) Default Rate. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, all Obligations shall, to the extent permitted by applicable Requirements of Law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of past due principal and premium, if any, of or interest on any Loan (including past due Reimbursement Obligations), 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other past due amount, 2% plus the rate applicable to ABR Loans as provided in Section 2.06(a) (in either case, the “Default Rate”).

          (d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

          (e) Interest Calculation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement, and such determination shall be conclusive absent manifest error.

          SECTION 2.07 Termination of Commitments. The Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date.

          SECTION 2.08 Interest Elections.

          (a) Generally. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any one time.

          (b) Interest Election Notice. To make an election pursuant to this Section, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information:

     (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

     (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

          If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one month’s duration.

          Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

          (c) Automatic Conversion to ABR Borrowing. If an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders

may require, by notice to Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

          SECTION 2.09 [Reserved].

          SECTION 2.10 Optional and Mandatory Prepayments of Loans.

          (a) Optional Prepayments. After the Discharge of First Lien Obligations, Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million or, if less, the outstanding principal amount of such Borrowing; provided further that prepayments pursuant to this subsection (a) may be made at any time with the proceeds of any Equity Issuance and with Subordinated Indebtedness.

          (b) [Reserved].

          (c) Asset Sales. Not later than three Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, Borrower, subject to Section 2.10(k), shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

     (i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.06(a), (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $1.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $2.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and

     (ii) so long as no Default shall then exist or would arise therefrom, any Net Cash Proceeds from Asset Sales permitted by Section 6.06(g) and Net Cash Proceeds of other Asset Sales in an amount not to exceed $5.0 million in any fiscal year of Borrower shall not be required to be so applied on such date to the extent that Holdings shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are intended to be reinvested in fixed or capital assets within one year following the date of such Asset Sale (or, in the case of Net Cash Proceeds from an Asset Sale permitted by Section 6.06(g), intended to be reinvested in a manner consistent with the description of the Davidson Project contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005) (which Officer’s Certificate shall set forth the estimates of the proceeds to be so expended); provided that (w) in the case of Net Cash Proceeds from an Asset Sale permitted by Section 6.06(g), if on or prior to the second anniversary of the receipt of such proceeds Holdings shall have delivered an Officer’s Certificate to the Administrative Agent stating in good faith that either (i) the Davidson Subsidiary has entered into a definitive contract with a third party regarding the reinvestment of such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005 or (ii) the Davidson Subsidiary intends to invest such Net Cash Proceeds within the next year in the development of the Davidson Project in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005 (and attaching a budget demonstrating

such intention in reasonable detail), then such period shall be extended by one year from such delivery (but in no event past the third anniversary of the receipt of such proceeds); (x) if all or any portion of such Net Cash Proceeds is not so reinvested within such year (as extended to the extent provided in clause (w)), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c); (y) if the property subject to such Asset Sale constituted assets comprising the Davidson Project, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be reinvested in a manner consistent with the description of such development contained in the Annual Filing of Holdings for the fiscal year ended December 31, 2005; and (z) if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

          (d) Debt Issuance or Preferred Stock Issuance. Not later than one Business Day fol lowing the receipt of any Net Cash Proceeds of any Debt Issuance or Preferred Stock Issuance by Holdings or any of its Subsidiaries, Borrower shall, subject to Section 2.10(k), make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds.

          (e) Equity Issuance. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Equity Issuance on and after the date of Discharge of First Lien Obligations, Borrower shall, subject to Section 2.10(k), make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 50% of such Net Cash Proceeds.

          (f) Casualty Events. Not later than three Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by Holdings or any of its Subsidiaries, Borrower shall, subject to Section 2.10(k), make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

     (i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $10.0 million, Holdings shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $10.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days following the date of receipt of such proceeds; provided that (x) if the property subject to such Casualty Event constituted assets comprising the Davidson Project, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be reinvested in fixed or capital assets used in the Davidson Project; and (y) if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and

     (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

          (g) Excess Cash Flow. No later than the earlier of (i) 90 days after the end of each Excess Cash Flow Period and (ii) the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.01(a), Borrower shall, subject to Section 2.10(k), make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to (i) with respect to any Excess Cash Flow Period in which a payment was made by Borrower pursuant to Section 6.08(d), 100% of Excess Cash Flow for the Excess Cash Flow Period then ended; and (ii) with respect to any other Excess Cash Flow Period, 75% of Excess Cash Flow for the Excess Cash Flow Period then ended.

          (h) Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(.i).

          Amounts to be applied pursuant to this Section 2.10 to the prepayment of Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section. 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of the Loans which such Excess Amount is intended to repay shall continue to accrue thereon at the rate provided hereunder for such Loans until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

          (i) Notice of Prepayment. Borrower shall notify the Administrative Agent by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Loan of the same Type as provided in Section 2.02 except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

          (j) Prepayment Premium. Each prepayment pursuant to this Section 2.10 (whether optional or mandatory), other than a prepayment required by Section 2.10(g), shall be accompanied by a premium payable by Borrower equal to (i) if such prepayment or payment is made on or prior to the first anniversary of the Closing Date, 4% of the principal amount of the Loans so prepaid, (ii) if such prepayment or payment is made after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 3% of the principal amount of the Loans so prepaid, (iii) if such prepayment

or payment is made after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, 2% of the principal amount of the Loans so prepaid, and (iv) if such prepayment or payment is made after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date, 1% of the principal amount of the Loans so prepaid.

          (k) Compliance with First Lien Credit Agreement. Notwithstanding anything to the contrary, (i) no prepayments of Loans shall be required or permitted pursuant to this Section 2.10 if such prepayment is prohibited by the First Lien Credit Agreement and (ii) no prepayments of Loans shall be required pursuant to Section 2.10(c), (d), (e), (f) or (g) except to the extent of the amount of Net Cash Proceeds or Excess Cash Flow, as the case may be, required to be applied toward such prepayment remaining after the Discharge of First Lien Obligations or the waiver of prepayment obligations under the First Lien Credit Agreement (it being understood that amounts actually applied toward prepayment of First Lien Obligations (accompanied, in the case of revolving loans (including swingline loans) by permanent reduction in commitments under the First Lien Credit Agreement) shall reduce the amount required to be applied toward prepayments hereunder).

          SECTION 2.11 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

     (a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

     (b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

          SECTION 2.12 Yield Protection.

     (a) Increased Costs Generally. If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate);

     (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement, or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

     (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

          (b) Capital Requirements. If any Lender determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

          (c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 20 days after receipt thereof.

          (d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

          SECTION 2.13 Breakage Payments. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Borrower pursuant to Section 2.16(b), then, in any such event, Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of

period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

          SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

          (a) Payments Generally. Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or of amounts payable under Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ to an account specified in writing by the Administrative Agent to Borrower, except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

          (b) Pro Rata Treatment.

     (i) Each payment by Borrower of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

     (ii) Each payment on account of principal of the Term Loans shall be allocated among the Term Loan Lenders pro rata based on the principal amount of the Term Loans held by the Term Loan Lenders.

          (c) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and premium, if any, then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and premium then due to such parties.

          (d) Sharing of Set-Off. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

     (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

     (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

          (e) Borrower Default. Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

          (f) Lender Default. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), 2.14(e) or 10.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

          SECTION 2.15 Taxes.

          (a) Payments Free of Taxes. Any and all amounts payable by each Loan Party hereunder or under any other Loan Document shall be paid free and clear of and without reduction or withholding for any Indemnified Taxes; provided that if such Loan Party shall be required by any Requirements of Law to deduct any Indemnified Taxes from any such payment, then (i) the amount paid shall be increased as necessary so that after all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives the amount that such person would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

          (b) Payment of Other Taxes by Borrower. Without limiting the provisions of paragraph (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

          (c) Indemnification by Borrower. Borrower shall indemnify the Administrative Agent and each Lender, within 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment and a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          (e) Status of Lenders. Any Foreign Lender shall, to the extent it may lawfully do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit Q, or any other form approved by the Administrative Agent, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C)

a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

     (iv) any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrower to determine the withholding or deduction required to be made.

          (f) Treatment of Certain Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrower pursuant to this Section 2.15(f) the payment of which (despite such Lender’s reasonable efforts to minimize taxes) would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

          SECTION 2.16 Mitigation Obligations; Replacement of Lenders.

          (a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to Borrower shall be conclusive absent manifest error.

          (b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, or if Borrower exercises its replacement rights under Section 10.02(d), then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights and obligations

under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

     (i) Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b);

     (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13 (assuming for this purpose (in the case of a Lender being replaced pursuant to Section 10.02(d)) that the Loans of such Lender were being prepaid), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts including any amount pursuant to Section 2.10(j));

     (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and

     (iv) such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

          Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders (with references to the Companies being references thereto after giving effect to the Transactions unless otherwise expressly stated) that:

          SECTION 3.01 Organization; Powers. Each Company (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no existing default under any Organizational Document of any Company or any event which, with the giving of notice or passage of time or both, would constitute a default by any Company thereunder.

          SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding agreement of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,

reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03 No Conflicts or Consents. Except as set forth on Schedule 3.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect (to the extent required by the applicable Security Agreement) Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not in any material respect violate any Requirement of Law (including, without limitation, any Mining Permit or Environmental Permit), (d) will not violate or result in a default or require any consent or approval under any indenture, Lease, Mining Tenure, agreement, Mining Permit, Environmental Permit or other instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Liens.

          SECTION 3.04 Financial Statements; Projections.

          (a) Historical Financial Statements of Holdings. Holdings has heretofore delivered to the Lenders the consolidated balance sheets and related statements of income and cash flows of Holdings (i) as of and for the fiscal year ended December 31, 2005 and as of and for the six-month period ended December 31, 2004, audited by and accompanied by the unqualified opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, independent chartered accountants, and (ii) as of and for the six-month period ended June 30, 2006 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Holdings. Such financial statements and all financial statements of Holdings delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations and cash flows of Holdings as of the dates and for the periods to which they relate, and all financial statements of Holdings delivered pursuant to Section 5.01(c) have been prepared in accordance with the requirements of such section.

          (b) Annual and Quarterly Historical Financial Statements of Borrower and the Acquired Business. Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business (i) as of and for the fiscal years ended September 30, 2005 and September 30, 2004, audited by and accompanied by the unqualified opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PC, independent public accountants, and (ii) as of and for the nine-month periods ended June 30, 2006 and 2005, in each case, certified by the chief financial officer of Borrower. Such financial statements have been prepared in accordance with U.S. GAAP and present fairly in all material respects the financial condition and results or operations and cash flows of the Acquired Business as of the dates and for the periods to which they relate. All financial statements of Borrower delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP (except for the annual financial statements of Borrower for the year ended September 30, 2006, which shall be prepared in accordance with U.S. GAAP) and present fairly in all material respects the financial condition and results or operations and cash flows of Borrower as of the dates and for the periods to which they relate, and all financial statements of Borrower delivered pursuant to Section 5.01(c) have been prepared in accordance with the requirements of such section.

          (c) Monthly Historical Financial Statements of Borrower and the Acquired Business. Borrower has heretofore delivered to the Lenders the consolidated balance sheet and related statements of income of the Acquired Business as of and for the months ended July 31, 2006, August 31, 2006 and September 30, 2006 and for the comparable periods of the preceding fiscal year. To the knowledge of Borrower, such financial statements of the Acquired Business have been prepared in a manner consistent with the internal management statements of the Acquired Business previously delivered to the Administrative Agent.

          (d) No Liabilities. Except as set forth in the financial statements referred to in Sections 3.04(a)-(c) and except as set forth in Schedule 6.0 (b), there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents and the Second Lien Documents. At the Closing Date, since September 30, 2005, no change shall have occurred and no information shall have been disclosed to or discovered by the Administrative Agent (including, without limitation, information contained in any review or report required to be provided to it in connection herewith), which the Administrative Agent determines has had or could reasonably be expected to have either (A) a material adverse effect on the business, properties, financial condition or results of operations of the Acquired Business and its subsidiaries, taken as a whole (other than effects relating to (1) the molybdenum mining industry in general that do not have a materially disproportionate impact on the Acquired Business and its subsidiaries, taken as a whole, compared to other industry participants, (2) general economic, financial, securities market, regulatory or political conditions in the United States or elsewhere that do not have a materially disproportionate impact on the Acquired Business and its subsidiaries, taken as a whole, (3) the announcement of the Acquisition Agreement, (4) the relative values of the United States dollar and the Canadian dollar or (5) decreases in the price of molybdenum) or (B) a material adverse effect on the ability of the Acquired Business to perform its obligations under the Acquisition Agreement. Thereafter, since September 30, 2005, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

          (e) Pro Forma Financial Statements. Holdings has heretofore delivered to the Lenders Holdings’ unaudited pro forma consolidated balance sheet as of June 30, 2006 after giving effect to the transactions described therein as if they had occurred on such date, and a statement of operations for the six month period ended June 30, 2006 and for the year ended December 31, 2005 after giving effect to the transactions described therein as if they had occurred as of the beginning of such period. Such pro forma financial statements have been prepared in good faith by Holdings, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings as of such date and for such periods, assuming that the transactions described therein had occurred at such dates. Borrower has heretofore delivered to the Lenders Borrower’s unaudited pro forma consolidated balance sheet as of September 30, 2006 after giving effect to the Transactions as if they had occurred on such date, and a statement of income for the year ended September 30, 2006 after giving effect to the Transactions as if they had occurred as of the beginning of such period. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof and accurately reflect all adjustments required to be made to give effect to the Transactions.

          (f) Forecasts. The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to be reasonable.

          SECTION 3.05 Properties.

          (a) Generally. Each Company has good and marketable title to, valid leasehold interests in or other good and valid rights to utilize and exploit, all its property (including, without limitation, all Mortgaged Property) material to its business as currently conducted, free and clear of all Liens except (i) in the case of Collateral, Permitted Collateral Liens (ii) in the case of all other property material to its business as currently conducted, Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not materially interfere with its ability to conduct its business as currently conducted, and (iii) as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted), failure of which could not reasonably be expected to result in a Material Adverse Effect and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted and proposed to be conducted.

          (b) Real Property. Schedules 8(a), 8(b), and 8(c) to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in Real Property (i) owned by any Company as of the date hereof and describes the type of interest therein held by such Company and whether such owned Real Property is leased or otherwise demised and if leased or otherwise demised whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein, (ii) leased, subleased, licensed, claimed or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee, licensee, claimant or other grantee, as of the date hereof and describes the type of interest therein held by such Company and, in each of the cases described in clauses (i) and (ii) of this Section 3.05(b), whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions and (iii) constituting water rights owned or used by any Company in connection with the operation of any Mortgaged Property and (1) such water rights are sufficient in quantity, priority, and type for the continued operation of the business as contemplated in the current plan of operation as filed with the Governmental Authorities and there are no applications to appropriate, transfer or otherwise acquire or convey any water rights by or on behalf of the Companies, (2) such water rights are valid and existing water rights and all have been properly claimed in and are partially decreed in the Snake River Basin Adjudication (“SRBA”) and (3) there exist no unresolved objections or other challenges pending or threatened against any of the water rights in the SRBA or otherwise. All of the Real Property required for or otherwise material to the business and operations of the Companies are as of the Closing Date encumbered by Mortgages other than the Endako Mine (for certainty only, the interests of Blue Pearl Mining Inc. under the Davidson Vending Agreement, and not the underlying assets are subject to the lien and security interest granted to the Collateral Agent pursuant to the Canadian Security Agreement) in favor of the Collateral Agent (a) including, without limitation, all of the mineral interests, land positions and reserves and related surface Improvements owned and leased by any Loan Party in the Commonwealth of Pennsylvania (including the Langeloth Facility that are material to the business and operations of the Companies); (b) all of the mineral interests, land positions, resources and reserves and related surface Improvements owned and leased by any Loan Party in the State of Idaho (including the ▇▇▇▇▇▇▇▇ Creek Mine that are material to the business and operations of the Companies); (c) all of the mineral interests, land positions, resources and reserves and related surface Improvements (including, without limitation, the Davidson Project and the Endako Mine) owned or leased by any Loan Party in Canada that are material to the business and operations of the Companies; (d) any and all other

interests in Real Property owned, leased or otherwise held by any Loan Party, in each case whether now owned, leased, otherwise held or hereafter owned, leased, otherwise held that are material to the business and operations of the Companies (the properties described in clauses (a) through (d) of this sentence and more particularly discussed in Annex_I, collectively, the “Covered Properties”). As of the Closing Date, no Loan Party owns, leases or otherwise holds any mineral interests or land positions or resources or reserves in jurisdictions other than those listed in clauses (a) through (d) of the preceding sentence. Annex II has been prepared in good faith and is a true and correct summary of all the Real Property owned, leased or otherwise held by any Loan Party. Annex I has been prepared in good faith and is a true and correct summary of all the Covered Property.

          Schedules 8(a), 8(b) and 8(c) also contain the municipal address (if any) and the legal description of each such interest in Real Property.

          (c) No Casualty Event. No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that: (i) is in the United States and has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04; and (ii) is in Canada and, to the extent applicable, is an area regulated as a flood plain or conservation area or is affected by a flood plain covenant registered against title to such Real Property.

          (d) No Notice of Claim. Except as set forth on Schedule 3.05(d), no Company has received written or, to the knowledge of such Company, other notice of claims that such Company has mined any material molybdenum that it did not have the right to mine or mined any material molybdenum in such a manner as to give rise to any claims for loss, waste or trespass, and, to the knowledge of such Company, no facts exist upon which such a claim could be based.

          (e) Collateral. Each Company owns or has rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for or material to each Company’s business as currently conducted. The use by each Company of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Company’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Also, with respect to the Real Property:

     (i) No Encroachment. Except as otherwise shown on the Surveys and other than as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the buildings and other improvements on the Covered Property are located wholly within the boundaries of the Covered Property and do not encroach upon any registered or unregistered easement or right-of-way affecting the Covered Property and (ii) there is no encroachment onto the Covered Property by buildings or other improvements from any adjoining lands.

     (ii) Construction. The buildings and other improvements on the Lands have been constructed in a good and workmanlike manner and in compliance with applicable Requirements

of Law other than any failure to so construct or comply which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The buildings and other improvements on the Real Property are in good operating condition and repair, and are suitable and adequate for the purposes for which they have been designed other than any failure as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All amounts for labor and materials relating to the construction and repair of the buildings and other improvements on the Real Property have been paid in full other than any failure as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and, except for Permitted Liens, no one has a right to file a construction, builders’, mechanics’ or similar lien in respect of the payment of such amounts under any Requirement of Law other than those which if unpaid would not, individually or in the aggregate be expected to result in a Material Adverse Effect.

     (iii) Utilities. All utilities required for the operation of the business as currently carried on in the ordinary course from the Real Property connect into the Real Property through adjoining public highways or, if they pass through adjoining private land, do so in accordance with valid registered easements and are sufficient for the operation of the Real Property for purposes of the Business other than any invalidity or insufficiency which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is nothing owing by the Company in respect of the supply to or use by it of water, gas, electrical power or energy, steam or hot water or other utilities (except for current accounts the payment dates of which have not yet passed or those which if unpaid would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect).

     (iv) Access. The Real Property has full and free legally enforceable access to and from public highways, which access is sufficient for the purposes of the operation of the business as currently carried on in the ordinary course, and no Company has knowledge of any fact or condition that would result in the interruption or termination of such access.

Also, with respect to each Real Property in which a Company has an interest under a Lease:

     (v) Leases. All Leases are to a Company as the tenant, licensee or other grantee and (except for office leases as set out in Schedules 8(a) and 8(b) and except for leases of unpatented mining claims as shown in the Idaho Mortgage) are from a Governmental Authority as the landlord, licensor or other grantor. Other than as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Lease is valid and subsisting, in full force and effect, unamended by oral or written agreement (except as set out in Schedules 8(a) and 8(b)), and the Company is entitled to the full benefit and advantage of each such Lease in accordance with its terms. Other than as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Lease is in good standing and there has not been any default by any party under any Lease nor is there any dispute between the Company and any landlord, licensor or other grantor under any Lease or any notice of termination or default given by either party to the other.

     (vi) Copies. A full copy of each Lease has been delivered to the Collateral Agent. There are no arrears of rent or other defaults under any Lease nor are there any disputes between the parties to it other than those which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

          (vii) No Rights or Claims. All surface Improvements described in the definition of Covered Properties are located in Covered Property and, with respect to each Covered Property on which surface Improvements are located, there are no rights or claims of parties in possession not shown by the public records, encroachments, overlaps, boundary line disputes or other matters which would be disclosed by an accurate survey or inspection of the premises except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Also with respect to Unpatented Claims:

          The applicable Loan Party shall pay all fees required by any Governmental Authority or required by law in order to maintain the Unpatented Claims and Mill Sites included within the Mortgaged Property to the extent required to avoid a Material Adverse Effect. The applicable Loan Party will timely record with the appropriate county or other applicable Governmental Authority and file with the appropriate United States agency or other applicable Governmental Authority any required affidavits, notices of intent to hold, and any other documents in proper form attesting to the payment of the governmental fees and intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site and to the extent required to avoid a Material Adverse Effect.

          The applicable Loan Party shall perform any required assessment work for the purposes of preserving and maintaining ownership of the claims, in good faith belief of its validity as annual assessment work and in accordance with the standard of care of a reasonable mining company engaged in like work in the vicinity in which it is performed to the extent required to avoid a Material Adverse Effect. The applicable Loan Party will timely record with the appropriate county or other applicable Governmental Authority and file with the appropriate United States agency or other applicable Governmental Authority any required affidavits of annual assessment work and any other documents in proper form attesting to the assessment work completed to hold the claims, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim, and in each case to the extent required to avoid a Material Adverse Effect.

          SECTION 3.06 Intellectual Property.

          (a) Ownership/No Claims. Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          (b) Registrations. Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business that are listed in Schedule 12(a) or 12(b) to the Perfection Certificate, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other person to use, any copyright, patent or trademark (as such terms are defined in the Security Agreement) listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect.

          (c) No Violations or Proceedings. To each Loan Party’s knowledge, on and as of the date hereof, there is no material violation by others of any right of such Loan Party with respect to any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the name of such Loan Party except as may be set forth on Schedule 3.06(c).

          SECTION 3.07 Equity Interests and Subsidiaries.

          (a) Equity Interests. Schedules 1(a) and 10(a) to the Perfection Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries of Holdings and their jurisdictions of organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Borrower, are owned by Borrower, directly or indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the Security Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

          (b) No Consent of Third Parties Required. No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or second priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof.

          (c) Organizational Chart. Accurate information describing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transactions, is set forth on Schedule 10(a) to the Perfection Certificate dated the Closing Date.

          SECTION 3.08 Litigation; Compliance with Laws. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or any of the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except for matters covered by Section 3.18, no Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits or any Environmental Laws or Mining Laws) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.09 Agreements. No Company is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. No Company is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any

vision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default. Schedule 3.09 accurately and completely lists all material agreements (other than leases of Real Property set forth on Schedule 8(a) or 8(b) to the Perfection Certificate dated the Closing Date) to which any Company is a party which are in effect on the date hereof in connection with the operation of the business conducted thereby, and Borrower has delivered to the Administrative Agent complete and correct copies of all such material agreements, including any amendments, supplements or modifications with respect thereto, and all such agreements are in full force and effect.

          SECTION 3.10 Federal Reserve Regulations. No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X. The pledge of the Securities Collateral pursuant to the Security Agreement does not violate such regulations.

          SECTION 3.11 Investment Company Act. No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

          SECTION 3.12 Use of Proceeds. Borrower will use the proceeds of the Loans to effect the Acquisition and pay related fees, commissions and expenses.

          SECTION 3.13 Taxes. Each Company has (a) timely filed or caused to be timely filed all federal Tax Returns and all state, provincial, local and foreign Tax Returns or materials required to have been filed by it and all such Tax Returns are true and correct except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes which could not, individually or in the aggregate, have a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Company has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

          SECTION 3.14 No Material Misstatements. No information, report, financial statement, certificate, Borrowing Request, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, or the Confidential Information Memorandum contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a

forecast or projection, each Company represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule.

          SECTION 3.15 Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

          SECTION 3.16 Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the properties of Holdings (on a consolidated basis with the other Loan Parties) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of Holdings (on a consolidated basis with the other Loan Parties) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) Holdings (on a consolidated basis with the other Loan Parties) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) Holdings (on a consolidated basis with the other Loan Parties) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

          SECTION 3.17 Employee Benefit Plans.

          (a) Each Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any of the property of any Company. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $1.0 million the fair market value of the property of all such underfunded Plans.

          (b) Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

          (c) To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable Requirements of Law and

has been maintained, where required, in good standing with applicable regulatory authorities. No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

          SECTION 3.18 Environmental Matters.

          (a) Except as set forth in Schedule 3.18 and except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

     (i) The Companies and their businesses, operations and Real Property are in compliance with, and the Companies have no current liability under, any applicable Environmental Law; and under the currently effective business plan of the Companies, no expenditures or operational adjustments which would reasonably be expected to be required in order to comply with applicable Environmental Laws during the next five years;

     (ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plan of the Companies, no expenditures or operational adjustments would reasonably be expected to be required in order to renew or modify such Environmental Permits during the next five years;

     (iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that requires or could reasonably be expected to require any Response by the Companies under any applicable Environmental Law;

     (iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened against the Companies, or relating to the Real Property currently or, to the best knowledge of the Companies, formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and there are no actions, activities, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim;

     (v) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation; and

     (vi) No Company is currently obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location;

     (b) Except as set forth in Schedule 3.18:

     (i) No Real Property or facility owned, operated or leased by the Companies and, to the knowledge of the Companies, no real property or facility formerly owned, operated or leased by the Companies or any of their predecessors in interest is (i) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any analogous list maintained by any Governmental Authority including any such list relating to petroleum;

     (ii) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or other assets of the Companies;

     (iii) The Companies have made available to the Lenders all material assessments, reports, analyses, and data in the possession, custody or control of, the Companies concerning compliance with or liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, operated, leased or used by the Companies.

          SECTION 3.19 Insurance. Schedule 3.19 sets forth a true, complete and correct description of all insurance maintained by each Company as of the Closing Date. All insurance maintained by the Companies is in full force and effect, all premiums have been duly paid, no Company has received notice of violation or cancellation thereof, the Premises, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no default under any Insurance Requirement, in each case where any notice of violation or cancellation, non-compliance or default could reasonably be expected to have a Material Adverse Effect. Each Company has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

          SECTION 3.20 Security Documents.

          (a) Security Agreement. The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest (A) cannot be perfected under the UCC or other applicable personal property legislation as in effect at the relevant time in the relevant jurisdiction or (B) is not required to be perfected under the Security Agreement), in each case subject to no Liens other than Permitted Collateral Liens. Prior to the Discharge of First Lien Obligations, the representations made in this Section 3.20(a) with respect to the delivery to the Collateral Agent of any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (subject to the Intercreditor Agreement). Thereafter, such security interests shall be perfected by the delivery of possession or control of such Collateral to the Second Lien Collateral Agent.

          (b) PTO Filing; Copyright Office Filing. When the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, or in equivalent offices in Canada, as applicable, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement), if any, registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement), if any, registered or applied for with the United States Copyright Office or with the equivalent office in Canada, as applicable, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens.

          (c) Mortgages. Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable second priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

          (d) Valid Liens. Each Security Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Requirements of Law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Document), such Security Document will (to the extent required by the applicable Security Document) constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens. Prior to the Discharge of First Lien Obligations, the representations made in this Section 3.20(d) with respect to the delivery to the Collateral Agent of any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (subject to the Intercreditor Agreement).

          SECTION 3.21 Acquisition Documents; Representations and Warranties in Acquisition Agreement. Schedule 3.21 lists (i) each exhibit, schedule, annex or other attachment to the Acquisition Agreement and (ii) each agreement, certificate, instrument, letter or other document contemplated by the Acquisition Agreement or any item referred to in clause (i) to be entered into, executed or delivered or to become effective in connection with the Acquisition or otherwise entered into, executed or delivered in connection with the Acquisition on the Closing Date. The Lenders have been furnished true and complete copies of each Acquisition Document to the extent executed and delivered on or prior to the Closing Date. All representations and warranties of each Company set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which

case such representations and warranties shall be true and correct in all material respects as of such earlier date.

          SECTION 3.22 Anti-Terrorism Law.

          (a) No Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

          (b) No Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

     (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

     (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

     (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

     (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

     (v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

          (c) No Loan Party and, to the knowledge of the Loan Parties, no broker or other agent of any Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

ARTICLE IV

CONDITIONS TO LOANS

          SECTION 4.01 Conditions to Loans. The obligation of each Lender to fund the Loan requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.

          (a) Loan Documents. All legal matters incident to this Agreement, the Credit Extensions hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank

and to the Administrative Agent and there shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents and the Perfection Certificate.

          (b) Corporate Documents. The Administrative Agent shall have received:

     (i) a certificate of the secretary or assistant secretary (or other Authorized Officer fulfilling secretarial duties) of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or other relevant Governmental Authority, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i)); and

     (ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority);

          (c) Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief financial officer of Borrower, confirming compliance with the conditions precedent set forth in this Section 4.01 (other than conditions specifically requiring Lender satisfaction, as to which Borrower makes no representation).

          (d) Financings and Other Transactions, etc.

     (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.

     (ii) Borrower shall have received $340.0 million in gross proceeds from term loan borrowings under the First Lien Credit Agreement.

     (iii) The Equity Financing shall have been consummated.

          (e) Financial Statements; Pro Forma Balance Sheet; Projections. The Lenders shall have received and shall be satisfied with the form and substance of the financial statements described in Section 3.04 and with the forecasts of the financial performance of Holdings, Borrower, the Acquired Business and their respective Subsidiaries.

          (f) Indebtedness and Minority Interests. After giving effect to the Transactions and the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness or preferred stock other than (i) the Loans hereunder, (ii) the First Lien Loans, (iii) the Indebtedness listed on Schedule 6.01(b) and (iv) Indebtedness owed to Borrower or any Guarantor.

          (g) Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Arranger and the Lenders, a favorable written opinion of (i) Shearman & Sterling LLP, special New York counsel for the Loan Parties, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP and (iii) each local and foreign counsel listed on Schedule 4.01(g), in each case (A) dated the Closing Date, (B) addressed to the Agents, the Issuing Bank and the Lenders and (C) covering the matters set forth in Exhibit N and such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request.

          (h) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit O, dated the Closing Date and signed by the chief financial officer of Holdings.

          (i) Requirements of Law. The Lenders shall be satisfied that the Holdings, its Subsidiaries and the Transactions shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received satisfactory evidence of such compliance reasonably requested by them.

          (j) Consents. The Lenders shall be satisfied that all requisite Governmental Authorities and third parties shall have approved or consented to the Transactions, and there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.

          (k) Litigation. There shall be no litigation, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, actual or threatened, that, singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or could materially and adversely affect the ability of Holdings, Borrower and the Subsidiaries to fully and timely perform their respective obligations under the Transaction Documents, or the ability of the parties to consummate the financings contemplated hereby or the other Transactions.

          (l) Sources and Uses. The sources and uses of the Loans shall be as set forth in Section 3.12.

          (m) Fees. The Arranger and Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Agents, and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors to the extent invoices are timely received in advance of the Closing Date) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document.

          (n) Personal Property Requirements. The Collateral Agent shall have received:

     (i) satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent);

     (ii) satisfactory evidence that the Intercompany Note shall have been executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent);

     (iii) satisfactory evidence that all other certificates, agreements, including Control Agreements, for all Loan Parties or instruments necessary to perfect (to the extent required by the Security Agreement) the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement) have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent);

     (iv) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect (to the extent required by the Security Agreement) the Liens created, or purported to be created, by the Security Documents;

     (v) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent);

     (vi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

     (o) Real Property Requirements. The Collateral Agent shall have received:

     (i) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a second priority good and valid mortgage and lien under applicable Requirements of Law and subject only to Permitted Collateral Liens, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Collateral Agent;

     (ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements, tenant non-disturbance agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee, leasehold or other

interest or other estate constituting such Mortgaged Property to grant and realize on the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

     (iii) with respect to the Mortgage for each Covered Property located in Pennsylvania, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 110% of the value of such Mortgaged Property and fixtures, which value is set forth on Schedule 4.01(o)(iii), which policy (or such marked-up commitment) (each, a “Title Policy”) shall, unless otherwise accepted by Collateral Agent, (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable Requirements of Law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including, to the extent reasonably requested by Collateral Agent, and to the extent applicable to the applicable Covered Property and available, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions acceptable to the Collateral Agent;

     (iv) with respect to each Covered Property located in Idaho and Pennsylvania, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above;

     (v) evidence reasonably acceptable to the Collateral Agent of payment by Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above;

     (vi) with respect to each Real Property or Mortgaged Property, copies of all Leases in which Borrower or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Covered Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be acceptable to the Collateral Agent;

     (vii) with respect to each Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property;

     (viii) Surveys with respect to each Covered Property;

     (ix) an appraisal of the Langeloth Facility satisfying the requirements of FIRREA; and

          (x) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property located in the United States.

          (p) Insurance. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured or loss payee, as applicable, in form and substance satisfactory to the Administrative Agent. With respect to all insurance (including, without limitation, any policies purchased from ▇▇▇▇▇ Canada Limited or any affiliate thereof) not effective the day immediately preceding the Closing Date, the Administrative Agent shall have received evidence that all authorizations necessary to cause such insurance to become effective on the Closing Date have been provided to the applicable insurer.

          (q) USA Patriot Act. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including the information described in Section 10.13.

          (r) No Material Adverse Change. Since September 30, 2005, no change shall have occurred and no information shall have been disclosed to or discovered by the Administrative Agent (including, without limitation, information contained in any review or report required to be provided to it in connection herewith), which the Administrative Agent determines has had or could reasonably be expected to have either (A) a material adverse effect on the business, properties, financial condition or results of operations of the Acquired Business and its subsidiaries, taken as a whole (other than effects relating to (1) the molybdenum mining industry in general that do not have a materially disproportionate impact on the Acquired Business and its subsidiaries, taken as a whole, compared to other industry participants, (2) general economic, financial, securities market, regulatory or political conditions in the United States or elsewhere that do not have a materially disproportionate impact on the Acquired Business and its subsidiaries, taken as a whole, (3) the announcement of the Acquisition Agreement, (4) the relative values of the United States dollar and the Canadian dollar or (5) decreases in the price of molybdenum) or (B) a material adverse effect on the ability of the Acquired Business to perform its obligations under the Acquisition Agreement.

          (s) Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03.

          (t) No Default. At the time of and immediately after giving effect to the borrowing of the Loans and the application of the proceeds thereof, no Default or Event of Default shall have occurred and be continuing on such date.

          (u) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate only to an earlier date.

          (v) No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

          The delivery of a Borrowing Request and the acceptance by Borrower of the proceeds of the Loans shall constitute a representation and warranty by Borrower and each other Loan Party that on the date of the Loans (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in this Sections 4.01(t) and (u) have been satisfied.

ARTICLE V

AFFIRMATIVE COVENANTS

          Each Loan Party warrants, covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid, unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

          SECTION 5.01 Financial Statements, Reports, etc. Furnish to the Administrative Agent and each Lender:

          (a) Annual Reports. (i) As soon as available and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2006, the consolidated balance sheet of (x) Holdings and (y) Borrower, each as of the end of such fiscal year and related consolidated statements of income and cash flows of such entity for such fiscal year, in comparative form (except that comparative amounts with respect to Borrower for the fiscal year ending December 31, 2006 shall not be required) with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent chartered accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings as of the dates and for the periods specified in accordance with GAAP, (ii) as soon as available and in any event within 90 days after the end the fiscal year ending September 30, 2006, the consolidated balance sheet of the Acquired Business as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, and accompanied by an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PC (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Acquired Business as of September 30, 2006 in accordance with U.S. GAAP, (iii) concurrently with the delivery of the financial statements described in clause (i), a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings or Borrower, as applicable, for such fiscal year (other than, with respect to Borrower, for the fiscal year ending December 31, 2006), showing variance, by dollar amount, from amounts for the previous fiscal year and (B) key operational

information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iv) concurrently with the delivery of the financial statements described in clause (i), a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Holdings and its Subsidiaries or Borrower and its Subsidiaries, as applicable, for such fiscal year, as compared to amounts for the previous fiscal year;

          (b) Quarterly Reports. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending March 31, 2007, (i) the consolidated balance sheet of (x) Holdings and (y) Borrower, each as of the end of such fiscal quarter and related consolidated statements of income and cash flows of such entity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form (except that comparative amounts with respect to Borrower for the fiscal quarter ending March 31, 2007, June 30, 2007 and September 30, 2007 shall not be required) with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings or Borrower, as applicable, as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, subject to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings or Borrower, as applicable, for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods (except that comparative amounts with respect to Borrower for the fiscal quarters ending March 31, 2007, June 30, 2006 and September 30, 2007) in the previous fiscal year and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Holdings and its Subsidiaries or Borrower and its Subsidiaries, as applicable, for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods (other than with respect to Borrower, for the fiscal year ending December 31, 2006) in the previous fiscal year;

          (c) Monthly Reports. Within 45 days until March 31, 2007 and 30 days thereafter, after the end of each month, (i) the consolidated balance sheet of (x) Holdings and (y) Borrower, each as of the end of each such month and the related consolidated statements of income and cash flows of such entity for such month and for the then elapsed portion of the fiscal year and each period compared to budget amounts, accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated results of operations and cash flows of Holdings or Borrower, as applicable, as of the date and for the periods specified, subject to normal quarter-end and year-end audit adjustments and financial statement notes, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings or Borrower, as applicable, for such month and for the then elapsed portion of the fiscal year, showing variance from budget amounts and (B) key operational information and statistics for such month and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such month and the then elapsed portion of the fiscal year, as compared to budget amounts;

          (d) Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto (provided that any such description of any proposed corrective action shall not create an independent obligation under any Loan Document), (B) beginning with the fiscal quarter and year ending December 31, 2006, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above subsequent to December 31, 2006, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the year ending December 31, 2006, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Holdings and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

          (e) Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under Section 5.01(a), a certificate of a Financial Officer of Holdings setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement;

          (f) Public Reports. Promptly after the same become publicly available, copies (either electronic or printed) of all periodic and other reports, proxy statements and other materials filed by any Company with the Securities and Exchange Commission, the Ontario Securities Commission, or any other Governmental Authority, whether national, state or provincial, with similar functions or succeeding to any or all of such functions, or with any national securities exchange, or with any securities commission in Canada, or distributed to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor), as the case may be;

          (g) Management Letters. Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its chartered accountants and the management’s responses thereto;

          (h) Budgets. Within 30 days after the beginning of each fiscal year, a budget for Holdings and Borrower in form reasonably satisfactory to the Administrative Agent, but to include balance sheets, statements of income and a statement of cash flows, for (i) each month of such fiscal year prepared in detail and (ii) each fiscal year thereafter, through and including the fiscal year in which the Final Maturity Date occurs, prepared in summary form, in each case, with appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement of a Financial Officer of Holdings to the effect that the budget of Holdings and Borrower is a reasonable estimate for the periods covered thereby and, promptly when available, any significant revisions of such budget;

          (i) Organization. Concurrently with any delivery of financial statements under Section 5.01(a), accurate information as required by Section 3.07(c), or confirmation that there are no changes to Schedule 10(a) to the Perfection Certificate;

     (j) Organizational Documents. Promptly provide copies of any Organizational Documents that have been amended or modified in accordance with the terms hereof and deliver a copy of any notice of default given or received by any Company under any Organizational Document within 15 days after such Company gives or receives such notice; and

     (k) Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

     SECTION 5.02 Litigation and Other Notices. Furnish to the Administrative Agent and each Lender written notice of the following promptly (and, in any event, within three Business Days of the occurrence thereof):

     (a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto (provided that any such description of any proposed corrective action shall not create an independent obligation under any Loan Document);

     (b) the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;

     (c) any development that has resulted in or could reasonably be expected to result in a Material Adverse Effect;

     (d) the occurrence of a Casualty Event; and

     (e) (i) the incurrence of any material Lien (other than Permitted Collateral Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could materially affect the value of the Collateral.

     SECTION 5.03 Existence; Businesses and Properties.

     (a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05 or Section 6.06 or, in the case of any Subsidiary, where the failure to perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     (b) Use commercially reasonable efforts to do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, Mining Permits, Environmental Permits and other permits, privileges, franchises, authorizations, patents, bonds or other financial assurances, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, mining, building, Mining Laws, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could

not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

     SECTION 5.04 Insurance.

     (a) Generally. Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and other properties material to the business of the Companies against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical hazard insurance on an “all risk” basis, (ii) commercial general liability against claims for bodily injury, death or property damage covering any and all insurable claims, (iii) explosion insurance in respect of any boilers, machinery or similar apparatus constituting Collateral, (iv) business interruption insurance, (v) worker’s compensation insurance and such other insurance as may be required by any Requirement of Law, (vi) reclamation bonds or other financial assurance contracts or policies (vii) specifically including the Mine Reclamation Policy No. EPP 7783964 issued by American International Specialty Lines Insurance Company, and Pollution Legal Liability Select Policy No. PLS2677732 issued by American International Specialty Lines Insurance Company and (viii) such other insurance against risks as the Administrative Agent may from time to time require (such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Collateral Agent); provided that with respect to physical hazard insurance, neither the Collateral Agent nor the applicable Company shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Company shall be required during an Event of Default.

     (b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Collateral Agent.

     (c) Notice to Agents. Notify the Administrative Agent and the Collateral Agent promptly whenever any separate insurance concurrent in form or contributing in the event of loss with

that required to be maintained under this Section 5.04 is taken out by any Company; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies.

     (d) Flood Insurance. With respect to each Mortgaged Property located in the United States, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

     (e) Broker’s Report. Deliver to the Administrative Agent and the Collateral Agent (for posting to Lenders) a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent or the Collateral Agent may from time to time reasonably request.

     (f) Real Properties. No Loan Party that is an owner of Real Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or under this Agreement or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of such Real Property, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises other than any action taken or non-compliance which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

     SECTION 5.05 Obligations and Taxes.

     (a) Payment of Obligations. Pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and (ii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions and (y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

     (b) Filing of Returns. Timely and correctly file all material Tax Returns required to be filed by it. Withhold, collect and remit all Taxes that it is required to collect, withhold or remit.

     (c) Tax Shelter Reporting. Borrower does not intend to treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof.

     SECTION 5.06 Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (x) as soon as possible after, and in any event within 10 days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows or has reason to know that any ERISA Event has occurred that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Companies or any of their ERISA Affiliates in an aggregate amount exceeding $1.0 million or the imposition of a Lien, a statement of a Financial Officer of Borrower setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request.

     SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings.

     (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect all records, financial and otherwise, and the property of such Company at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants); provided, however, that unless an Event of Default shall have occurred and be continuing, the Administrative Agent (and any Lender accompanying the Administrative Agent or its representative) shall be entitled to only one such inspection during any 12-month period.

     (b) Within 150 days after the end of each fiscal year of the Companies, at the request of the Administrative Agent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of the Administrative Agent, by conference call, the costs of such venue or call to be paid by Borrower) with all Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

     SECTION 5.08 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 3.12.

     SECTION 5.09 Compliance with Environmental Laws; Environmental Reports.

     (a) Comply, and use commercially reasonable efforts to cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

     (b) If a Default caused by reason of a breach of Section 3.18 or Section 5.09(a) shall have occurred and be continuing for more than 20 days without the Companies commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

     SECTION 5.10 Interest Rate Protection. No later than the 180th day after the Closing Date, Borrower shall enter into, and for a minimum of three years thereafter maintain, Hedging Agreements with terms and conditions acceptable to the Administrative Agent that result in at least 50% of the aggregate principal amount of Borrower’s Consolidated Indebtedness (other than Revolving Loans under the First Lien Credit Agreement) being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent.

     SECTION 5.11 Additional Collateral; Additional Guarantors.

     (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with respect to any property (including, without limitation, title to the Davidson Property or any ownership interest in the Davidson Property) acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection (to the extent required by the Security Documents) and priority of the Lien of the Security Documents on such after-acquired properties. Prior to the Discharge of First Lien Obligations, (i) the requirements of this Section 5.11(a) to deliver to the Collateral Agent any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (as provided in the Intercreditor Agreement) and (ii) Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.11(a) with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiar-

ies are required to comply with provisions analogous to this Section 5.11(a) with respect to the First Lien Obligations in the First Lien Credit Agreement. In the event that Borrower receives any conflicting instructions or requests from the First Lien Collateral Agent and the Second Lien Collateral Agent, the Borrower shall until Discharge of First Lien Obligations comply with the instructions and requests made by the First Lien Collateral Agent.

     (b) Subject to the terms of the Intercreditor Agreement, with respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause such new Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the applicable Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by the Security Documents in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b), if, in the case of either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger an increase in the United States Income Tax of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code; provided that any actions specified in clause (ii) of this Section 5.11(b) with respect to a Foreign Subsidiary shall be terminated if it is subsequently determined that such actions would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger an increase in the United States Income Tax of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code; provided further that this exception shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.11(b). Prior to the Discharge of First Lien Obligations, (i) the requirements of this Section 5.11(b) to deliver to the Collateral Agent any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (as provided in the Intercreditor Agreement) and (ii) Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.l1(b) with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.11(b) with respect to the First Lien Obligations in the First Lien Credit Agreement. In the event that Borrower receives any conflicting instructions or requests from the First Lien Collateral Agent and the Second Lien Collateral Agent, the Bor-

rower shall until Discharge of First Lien Obligations comply with the instructions and requests made by the First Lien Collateral Agent.

     (c) Subject to the terms of the Intercreditor Agreement, promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any Improvements thereon, individually, or in the aggregate when taken with all contiguous parcels of Real Property interests then held by any Loan having a fair market value of at least $1.0 million for each such Real Property or in excess of $5.0 million in the aggregate for all such Real Property property acquired after the Closing Date, (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such Loan Party which lease individually has annual lease payments of at least $500,000 and (iii) any and all other material interests in Real Property otherwise held by any Loan Party which individually, or in the aggregate when taken with all contiguous parcels of Real Property interests then held by any Loan having a fair market value of at least $1.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Subject to the terms of the Intercreditor Agreement, such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. Subject to the terms of the Intercreditor Agreement, the Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy or local legal counsel title opinion satisfactory to the Administrative Agent, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). Prior to the Discharge of First Lien Obligations, (i) the requirements of this Section 5.11(c) to deliver to the Collateral Agent any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (as provided in the Intercreditor Agreement) and (ii) Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.11(c) with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.11(c) with respect to the First Lien Obligations in the First Lien Credit Agreement.

     SECTION 5.12 Security Interests; Further Assurances. Subject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or the Required Lenders acting through the Administrative Agent, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection (to the extent required by the applicable Security Document) and priority of the Liens on the Collateral covered thereby, subject to no other Liens except as permitted by the applicable Security Document, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. Upon the request of the Administrative Agent, the Collateral Agent or the Required Lenders acting through the Administrative Agent, use com-

mercially reasonable efforts to deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect (to the extent required by the applicable Security Document) or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent. Prior to the Discharge of First Lien Obligations, (i) the requirements of this Section 5.12 to deliver to the Collateral Agent any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (as provided in the Intercreditor Agreement) and (ii) Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.12 with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.12 with respect to the First Lien Obligations in the First Lien Credit Agreement. In the event that Borrower receives any conflicting instructions or requests from the First Lien Collateral Agent and the Second Lien Collateral Agent, the Borrower shall until Discharge of First Lien Obligations comply with the instructions and requests made by the First Lien Collateral Agent.

     SECTION 5.13 Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent identification in any other jurisdiction) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection (to the extent required by the applicable Security Document) and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.13 with respect to the First Lien Obligations in the First Lien Credit Agreement.

     SECTION 5.14 Affirmative Covenants with Respect to Leases. With respect to each Lease, perform all the obligations imposed upon the landlord under such Lease and enforce all of the tenant’s obligations thereunder, except where the failure to so perform or enforce could not reasonably be expected to result in a Property Material Adverse Effect.

     SECTION 5.15 Affirmative Covenants with Respect to Unpatented Claims.

     (a) The applicable Loan Party may: (i) locate, amend or relocate any unpatented mining claim or mill site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the claims constituting any Mortgaged Property for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any law hereafter enacted, provided that any such newly located, amended, relocated, or converted claim or site, patent, lease or other form of mineral tenure, or any form of mineral tenure received in an exchange or through a conversion pursuant to any law hereafter enacted shall for all purposes be included within the definition of Mortgaged Property.

     (b) The applicable Loan Party shall promptly pay, when due and payable, the maintenance fees and all other Charges (as defined in the Mortgage) payable pursuant to the Requirements of Law regarding the Unpatented Claims. The applicable Loan Parties shall notify the Administrative Agent in writing of any default or violation by any such Loan Party in the performance or observance of any act required by any Requirements of Law on the part of any such Loan Party to be performed or observed regarding the Unpatented Claims within ten (10) days after such Loan Party knows of such default or violation other than any such default or violation which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The applicable Loan Party shall, promptly following the receipt thereof, deliver a copy of any notice of default or violation given to such Loan Party regarding the Unpatented Claim and promptly notify the Administrative Agent in writing of any default by the lessor grantor in the performance or observance of any of the terms, covenants or conditions under applicable Requirements of Law.

     SECTION 5.16 Davidson Vending Agreement. With respect to the Davidson Vending Agreement:

     (a) comply with such Agreement and keep it in good standing and in force;

     (b) use commercially reasonable efforts to acquire title to the Davidson Property from the Vendors in the manner set forth in the Davidson Vending Agreement;

     (c) keep the Administrative Agent informed about the status of the Agreement including, without limitation, on the progress being made to acquire title to the Davidson Property; and

     (d) upon acquiring title to any part or the whole of the Davidson Property, subject such title to a Mortgage as provided for in the Mortgage on the Davidson Project being delivered as of the Closing Date and as provided for in Section 5.11.

     SECTION 5.17 Post-Closing Collateral Matters. To the extent such items have not been delivered as of the Closing Date, complete the items contained on Schedule 5.17 to the satisfaction of the Collateral Agent within the number of days specified on Schedule 5.17 (or such longer period as may be agreed to by the Collateral Agent in its sole discretion).

ARTICLE VI

NEGATIVE COVENANTS

     Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

     SECTION 6.01 Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except

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

     (b) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01 (b), (ii) refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced and (iii) Indebtedness under the First Lien Credit Agreement in an aggregate principal amount of not more than $401.5 million at any time, less the sum of (x) the amount of all repayments and prepayments applied to any term loans under the First Lien Credit Agreement and (y) the amount of all repayments and prepayments of any revolving loans, to the extent accompanied by corresponding reductions in the applicable commitment amount, under the First Lien Credit Agreement, other than, in either case, to the extent such repayments or prepayments occur in connection with a refinancing of the First Lien Credit Agreement and such loans are replaced substantially concurrently therewith by loans under a new First Lien Credit Agreement and the First Lien Collateral Agent thereunder enters into the Intercreditor Agreement with the Collateral Agent;

     (c) Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

     (d) Indebtedness permitted by Section 6.04(f);

     (e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $10.0 million at any time outstanding;

     (f) Indebtedness incurred by Non-Guarantor Subsidiaries in an aggregate amount not to exceed $1.0 million at any time outstanding;

     (g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed), in an aggregate amount not to exceed $1.0 million at any time outstanding;

     (h) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01;

     (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

     (j) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; and

     (k) unsecured Indebtedness of any Company in an aggregate amount not to exceed $5.0 million at any time outstanding.

          SECTION 6.02 Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

     (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which (i) are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (ii) in the case of any such charge or claim which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

     (b) Liens in respect of property of any Company imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, (ii) which, if they secure obligations that are

then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (iii) in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

     (c) any Lien in existence on the Closing Date granted pursuant to the First Lien Security Documents and any other Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A), does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”);

     (d) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;

     (e) Liens arising out of judgments, attachments or awards not resulting in a Default and in respect of which such Company shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings and, in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

     (f) Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien, (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents, (iii) in the case of any such Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions and (iv) the aggregate amount of deposits at any time pursuant to clause (y) and clause (z) of this paragraph (f) shall not exceed $5.0 million in the aggregate;

     (g) Leases of the properties of any Company, in each case entered into in the ordinary course of such Company’s business so long as such Leases are subordinate in all respects to the Liens granted and evidenced by the Security Documents and do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of any Company, (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto or (iii) lease more than 20% of the gross building area of the improved Real Property subject thereto or 20% of the total area of the Real Property subject thereto;

     (h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business in accordance with the past practices of such Company;

     (i) Liens securing Indebtedness incurred pursuant to Section 6.01(e); provided that any such Liens attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of any Company;

     (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

     (k) Liens on property of a person existing at the time such person is acquired or merged with or into or consolidated with any Company to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than such existing Lien;

     (1) Liens granted pursuant to the Security Documents to secure the Secured Obligations;

     (m) licenses of Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies;

     (n) the filing of UCC financing statements (or similar filings in other jurisdictions) solely as a precautionary measure in connection with operating leases or consignment of goods;

     (o) Liens securing Indebtedness incurred pursuant to Section 6.01(f); provided that (i) such Liens do not extend to, or encumber, property which constitutes Collateral and (ii) such Liens extend only to the property (or Equity Interests) of the Subsidiary incurring such Indebtedness;

     (p) Liens incurred in the ordinary course of business of any Company with respect to obligations that do not in the aggregate exceed $5.0 million at any time outstanding, so long as

such Liens, to the extent covering any Collateral, are junior to the Liens granted pursuant to the Security Documents;

     (q) the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or interest therein;

     (r) Liens given to a public utility or municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business of the Companies or the ownership of the Collateral, in each case whether now or hereafter in existence, and in each case not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value of marketability of such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;

     (s) applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of Real Property or the nature of any structures which may be erected thereon, provided that such restrictions have been complied with, in each case whether now or hereafter in existence, and in each case not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value of marketability of such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;

     (t) any rights of expropriation, access or use or any other rights conferred or vested by or under statutes of Canada or applicable provinces;

     (u) servicing agreements, development agreements, site plan agreements, and other agreements with governmental or public authorities pertaining to the use or development of any of the Collateral, provided some are complied with including, without limitation, any obligations to deliver letters of credit; and

     (v) those Liens set forth in Schedule I to the applicable Mortgage which shall, in the case of Real Property located in the United States, set forth the liens disclosed in the Title Policy issued in connection with such Mortgage, and, in the case of Real Property located in Canada, liens disclosed in the Title Opinions delivered relating to such Real Property.

provided, however, that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the Security Documents and the First Lien Security Documents.

     SECTION 6.03 Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent, lease or otherwise utilize such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (i) the sale of such property is permitted by Section 6.06 and (ii) any Liens arising in connection with its use of such property are permitted by Section 6.02.

     SECTION 6.04 Investment, Loan and Advances. Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or ac-

quire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

     (a) the Companies may consummate the Transactions in accordance with the provisions of the Transaction Documents;

     (b) Investments outstanding on the Closing Date and identified on Schedule 6.04(b);

     (c) the Companies may (i) acquire and hold accounts receivable owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits in the ordinary course of business;

     (d) Hedging Obligations incurred pursuant to Section 6.01(c);

     (e) loans and advances to directors, employees and officers of Borrower and the Subsidiaries for bona fide business purposes and to purchase Equity Interests of Holdings, in aggregate amount not to exceed $1.0 million at any time outstanding;

     (f) Investments (i) by any Company in Holdings, Borrower or any Subsidiary Guarantor and (ii) by a Subsidiary that is not a Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor; provided that any (x) Investments in the form of a loan or advance shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents, and (y) any Investment by a Subsidiary of Borrower in Holdings or a Subsidiary of Holdings (other than Borrower or any Subsidiary of Borrower) shall be contributed as equity by Holdings to Borrower;

     (g) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

     (h) Investments made by Borrower or any Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.06;

     (i) Permitted Acquisitions; and

     (j) other Investments in an aggregate amount not to exceed $2.0 million at any time outstanding.

An Investment shall be deemed to be outstanding to the extent not returned in the same form as the original Investment to Borrower or any Subsidiary Guarantor.

     SECTION 6.05 Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

     (a) the Transactions as contemplated by the Transaction Documents;

     (b) Asset Sales in compliance with Section 6.06;

     (c) acquisitions in compliance with Section 6.07;

     (d) any Company may merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person and remains a Wholly Owned Subsidiary of Holdings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; and

     (e) any Subsidiary (other than Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

     To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents and the First Lien Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Agents shall take all actions appropriate in order to effect the foregoing.

     SECTION 6.06 Asset Sales. Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted:

     (a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole;

     (b) Asset Sales; provided that the aggregate consideration received in respect of all Asset Sales pursuant to this clause (b) shall not exceed $5.0 million in any four consecutive fiscal quarters of Borrower, but, in any event, shall not exceed $2.0 million with respect to any single Asset Sale;

     (c) leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

     (d) the Transactions as contemplated by the Transaction Documents;

     (e) mergers, amalgamations and consolidations in compliance with Section 6.05:

     (f) Investments in compliance with Section 6.04; and

     (g) the sale by any Company of up to 49% of the ownership interests in the Davidson Project.

     To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.06 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Agents shall take all actions appropriate in order to effect the foregoing.

     SECTION 6.07 Acquisitions. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property (whether tangible or intangible) of any person (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

     (a) Capital Expenditures by Holdings and the Subsidiaries shall be permitted to the
extent permitted by Section 6.10(d);

     (b) purchases and other acquisitions of inventory, materials, equipment and intangible property in the ordinary course of business (including the acquisition of mining rights in connection with the Davidson Project);

     (c) Investments in compliance with Section 6.04;

     (d) leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

     (e) the Transactions as contemplated by the Transaction Documents;

     (f) Permitted Acquisitions; and

     (g) mergers, amalgamations and consolidations in compliance with Section 6.05;

provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable.

     SECTION 6.08 Dividends. Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted:

     (a) Dividends by any Company to Borrower or any Guarantor that is a Wholly Owned Subsidiary of Borrower (other than any Dividend by the Davidson Subsidiary during any Davidson Reinvestment Extension Period);

     (b) payments by Borrower to Holdings to permit Holdings, and the subsequent use of such payments by Holdings, to repurchase or redeem Qualified Capital Stock of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed $1.0 million in any fiscal year;

     (c) (A) to the extent actually used by Holdings to pay such taxes, costs and expenses, payments by Borrower to or on behalf of Holdings in an amount sufficient to pay franchise taxes

and other fees required to maintain the legal existence of Holdings and (B) payments by Borrower to or on behalf of Holdings in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings, in the case of clauses (A) and (B) in an aggregate amount not to exceed $1.0 million in any fiscal year; and

     (d) payments by Borrower to or on behalf of Holdings to enable Holdings to make contingent payments under and in accordance with Section 2.03 of the Acquisition Agreement (as in effect on September 1, 2006), in each case so long as and to the extent that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) immediately after giving pro forma effect to such Dividend, the covenants set forth in Section 6.10 are complied with.

     SECTION 6.09 Transactions with Affiliates. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company (other than between or among Holdings, Borrower and one or more Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

     (a) Dividends permitted by Section 6.08;

     (b) Investments permitted by Sections 6.04(e) and (f);

     (c) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of Borrower;

     (d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents;

     (e) the existence of, and the performance by any Loan Party of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which has been disclosed to the Lenders as in effect on the Closing Date, and similar agreements that it may enter into thereafter; provided, however, that the existence of, or the performance by any Loan Party of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.09(e) to the extent not more adverse to the interest of the Lenders in any material respect, when taken as a whole, than any of such documents and agreements as in effect on the Closing Date;

     (f) sales of Qualified Capital Stock of Holdings to Affiliates of Borrower not otherwise prohibited by the Loan Documents or by Requirements of Law and the granting of registration and other customary rights in connection therewith;

     (g) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Holdings; and

     (h) the completion of the Transactions as contemplated by the Transaction Documents.

     SECTION 6.10 Financial Covenants.

     (a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, as of the last day of any Test Period, to exceed 1.50 to 1.0.

     (b) Minimum Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio, for any Test Period to be less than 4.50 to 1.0.

     (c) Minimum Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio, for any Test Period in effect during any period in the table set forth below, to be less than the ratio set forth opposite such period in the table below:

						Fixed Charge
Test Period						Coverage Ratio
January 1, 2007		—		March 31, 2007		1.25 to 1.0
April 1, 2007		—		June 30, 2007		l.l0 to 1.0
July 1, 2007		—		September 30, 2007		0.95 to 1.0
October 1, 2007		—		December 31, 2007		0.65 to 1.0
January 1, 2008		—		March 31, 2008		0.65 to 1.0
April 1, 2008		—		June 30, 2008		0.60 to 1.0
July 1, 2008		—		September 30, 2008		0.60 to 1.0
October 1, 2008		—		September 30, 2009		0.80 to 1.0
October 1, 2009 and thereafter						1.80 to 1.0

     (d) Limitation on Capital Expenditures. Permit the aggregate amount of Capital Expenditures of Borrower and its Subsidiaries made in any period set forth below to exceed the amount set forth opposite such period below:

Period						Amount (in millions’)
January 1, 2007		—		December 31, 2007		$	18.0
January 1, 2008		—		December 31, 2008		$	18.0
January 1, 2009		—		December 31, 2009		$	15.0
January 1, 2010		—		December 31, 2010		$	15.0
January 1, 2011		—		December 31,2011		$	15.0
January 1, 2012		—		December 31, 2012		$	15.0

provided, however, that (x) if the aggregate amount of Capital Expenditures made in any fiscal year shall be less than the maximum amount of Capital Expenditures permitted under this Section 6.10(d) for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 50% of such maximum amount may be added to the amount of Capital Expenditures permitted under this Section 6.10(d) for the immediately succeeding (but not any other) fiscal year, and (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover).

     SECTION 6.11 Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:

     (a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under any Subordinated Indebtedness, except as otherwise permitted by this Agreement, except as otherwise permitted by Section 6.01 (b);

     (b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document, any Consent Document or any document governing any Material In datedness (other than any First Lien Loan Document, which may be amended or modified in accordance with the Intercreditor Agreement) in any manner that is adverse in any material respect to the interests of the Lenders; or

     (c) (I) terminate, amend or modify (A) any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC or equivalent section of other applicable personal property security legislation other than concurrently with the delivery of certificates representing such Pledged Securities to the Collateral Agent) or (B) any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or (II) enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Holdings may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend or modify its Organizational Documents to authorize any such Equity Interests.

     SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the First Lien Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting

assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

     SECTION 6.13 Limitation on Issuance of Capital Stock.

     (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.

     (b) With respect to Borrower or any Subsidiary, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date in accordance with Section 6.14 may issue Equity Interests to Borrower or the Subsidiary of Borrower which is to own such Equity Interests; and (iii) Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.13(b) shall, to the extent required by Sections 5.11 and 5.12 or any Security Agreement or if such Equity Interests are issued by Borrower, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Agreement.

     SECTION 6.14 Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

     SECTION 6.15 Business. Engage (directly or indirectly) in any business other than the mining, milling and roasting of molybdenum and associated activities in which Holdings and its Subsidiaries are engaged on the Closing Date as described in the Confidential Information Memorandum.

With respect to ▇▇▇▇▇▇▇▇ Creek Mining Company Ltd. (or any successor entity that is not a Guarantor hereunder having ownership interests in the Endako Mine), incur any Indebtedness, make any Investment, or otherwise engage (directly or indirectly) in any business other than the possession of such ownership interests and administrative activities related thereto, including the investment in the Endako Mine of all amounts required under the joint venture agreement governing such ownership interests as in effect on the Closing Date and the payment of Dividends and the making of Investments permitted by Section 6.04(f).

     SECTION 6.16 Limitation on Accounting Changes. Make or permit any change in accounting policies or reporting practices that would affect the calculation of any amount in Section 6.10 without the consent of the Required Lenders, which consent shall not be unreasonably withheld, except changes that are required by GAAP.

     SECTION 6.17 Fiscal Year. Change its fiscal year-end to a date other than December 31.

     SECTION 6.18 Lease Obligations. Create, incur, assume or suffer to exist any obligations as lessee for the rental or hire of real or personal property of any kind under leases or agreements to lease having an original term of one year or more that would cause the direct and contingent liabilities of Holdings and its Subsidiaries, on a consolidated basis, in respect of all such obligations to exceed $5.0 million payable in any period of 12 consecutive months.

     SECTION 6.19 No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (4) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of any lease governing a leasehold interest of Holdings or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (4)(d); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

     SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering.

     (a) Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the

purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.20).

     (b) Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

     SECTION 6.21 Embargoed Person. Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law.

ARTICLE VII

GUARANTEE AND INDEMNITY

     SECTION 7.01 Guarantee and Indemnity. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower (and its successors and assigns), and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. If any amount in respect of the Guaranteed Obligations is not recoverable from any Guarantor hereunder on the basis of a guaranty, then, notwithstanding any other provision hereof, such Guarantor shall be liable here-under as a principal debtor, and shall indemnify the Secured Parties in respect of such amount, and shall pay such amount to the Administrative Agent on demand.

          SECTION 7.02 Obligations Unconditional. The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

     (i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

     (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

     (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

     (iv) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be unenforceable or fail to be perfected; or

     (v) the release of any other Guarantor pursuant to Section 7.09.

          The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and

assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

          SECTION 7.03 Reinstatement. The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

          SECTION 7.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

          SECTION 7.05 Remedies. Subject to the terms of the Intercreditor Agreement, the Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

          SECTION 7.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

          SECTION 7.07 Continuing Guarantee. The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

          SECTION 7.08 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after

giving effect to the right of contribution established in Section 7.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

          SECTION 7.09 Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is Holdings, Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security Agreements shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the First Lien Loan Documents on the same terms.

          SECTION 7.10 Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 7.04. The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

ARTICLE VIII

EVENTS OF DEFAULT

          SECTION 8.01 Events of Default. Upon the occurrence and during the continuance of the following events (“Events of Default”):

     (a) default shall be made in the payment of any principal of or any premium on any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

     (b) default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

     (c) any representation or warranty made or deemed made in any Loan Document or the borrowings hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or

pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

     (d) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02, 5.03(a) or 5.08 or in Article VI;

     (e) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days after written notice thereof from the Administrative Agent or any Lender to Borrower;

     (f) any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall be come due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that (x) other than in the case of the First Lien Term Loans, it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $5,000,000 at any one time (provided that, in the case of Hedging Obligations, the amount counted for this purpose shall be the amount payable by all Companies if such Hedging Obligations were terminated at such time); and (y) with respect to any such default described in clause (ii) under the First Lien Loan Documents, such default shall only constitute an Event of Default under this clause (f) if such default has not been cured or permanently waived within 60 days of the date on which such default first arises;

     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company, or of a substantial part of the property of any Company, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other U.S. federal, state, Canadian or other foreign bankruptcy, in solvency, receivership or similar law; (ii) the appointment of a receiver, receiver and manager, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

     (h) any Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state, Canadian or other foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, receiver and manager, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable,

admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) wind up or liquidate other than as permitted hereby;

     (i) one or more judgments, orders or decrees for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such judgment;

     (j) one or more ERISA Events or noncompliance with respect to Foreign Plans shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to result in liability of any Company and its ERISA Affiliates in an aggregate amount exceeding $5,000,000 or in the imposition of a Lien on any properties of a Company;

     (k) any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (including a perfected second priority security interest in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) in favor of the Collateral Agent, or shall be asserted by Borrower or any other Loan Party not to be a valid, perfected (except as otherwise expressly provided in this Agreement or such Security Document), second priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby;

     (l) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations;

     (m) there shall have occurred a Change in Control; or

     (n) any Company shall be prohibited or otherwise restrained from conducting the business theretofore conducted by it in any manner that has or could reasonably be expected to result in a Material Adverse Effect by virtue of any determination, ruling, decision, decree or order of any court or Governmental Authority of competent jurisdiction;

then, and in every such event (other than an event with respect to Holdings or Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any

unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Holdings or Borrower or any Material Subsidiary Guarantor described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable and Borrower shall comply with Section 2.18(i), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding.

          SECTION 8.02 Rescission. If at any time after termination of the Commitments or acceleration of the maturity of the Loans, Borrower shall pay all arrears of interest and all payments on account of principal of the Loans and Reimbursement Obligations owing by it that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 10.02, then upon the written consent of the Required Lenders and written notice to Borrower, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders and the Issuing Bank to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit Borrower and do not give Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

          SECTION 8.03 Application of Proceeds. Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

     (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

     (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

     (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts

constituting Obligations (other than principal of and premium on the Loans) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

     (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon; and

     (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

          In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (e) of this Section 8.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the First Lien Secured Parties and the Second Lien Secured Parties as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.03.

ARTICLE IX

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

          SECTION 9.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent and the Lenders, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions (other than consultation rights and the right to negotiate fees as set forth in Section 9.06).

          SECTION 9.02 Rights as a Lender. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

          SECTION 9.03 Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

     (i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

     (ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other

Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

     (iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by Borrower or a Lender.

          No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirements of Law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

          Each party to this Agreement acknowledges and agrees that the Administrative Agent will use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that such service provider will be deemed to be acting at the request and on behalf of Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken by such service provider.

          SECTION 9.04 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel

(who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          SECTION 9.05 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

          SECTION 9.06 Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

          SECTION 9.07 Non-Reliance on Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has reviewed the Confidential Information Memorandum and each other document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any

upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

          SECTION 9.08 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Bookmanagers, Arrangers, Syndication Agent or Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent or a Lender Bank hereunder.

ARTICLE X

MISCELLANEOUS

          SECTION 10.01 Notices.

          (a) Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

          (i) if to any Loan Party, to Borrower and Holdings at:

▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: Chief Financial Officer
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇

With a copy to ▇▇▇▇ ▇▇▇▇▇:

▇/▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ Plaza
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

          (ii) if to the Administrative Agent or the Collateral Agent, to it at:

UBS AG, Stamford Branch
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: BPS Agency Dept/ ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

          (iii) if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

          (b) Electronic Communications. Notices and other communications to the Lenders hereunder may (subject to Section 10.01(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Collateral Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 10.01 (d)); provided that approval of such procedures may be limited to particular notices or communications.

          Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

          (c) Change of Address, etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

          (d) Posting. Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at ▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ or at such other e-mail address(es) provided to Borrower from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 10.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document

in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

          To the extent consented to by the Administrative Agent in writing from time to time, Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents; provided that Borrower shall also deliver to the Administrative Agent an executed original of each Compliance Certificate required to be delivered hereunder.

          Each Loan Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct.

          SECTION 10.02 Waivers; Amendment.

          (a) Generally. No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would other wise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

          (b) Required Consents. Subject to the terms of the Intercreditor Agreement and to Section 10.02(c), (d) and (e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

     (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);

     (ii) reduce the principal amount of any Loan or Reimbursement Obligation or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));

     (iii) (A) change the scheduled final maturity of any Loan under Section 2.04, (B) postpone the date for payment of any interest or fees payable hereunder or (C) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), in any case, without the written consent of each Lender directly affected thereby;

     (iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;

     (v) permit the assignment or delegation by Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;

     (vi) except as required by the Intercreditor Agreement, release Holdings or all or substantially all of the Subsidiary Guarantors from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender;

     (vii) except as required by the Intercreditor Agreement, release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that additional extensions of credit consented to by the Required Lenders may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents);

     (viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Section 2.02(a), without the written consent of each Lender directly affected thereby;

     (ix) change any provision of this Section 10.02(b) or Section 10.02(c) or (d), without the written consent of each Lender directly affected thereby (except for additional restrictions on amendments or waivers for the benefit of Lenders of additional extensions of credit consented to by the Required Lenders);

     (x) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination

or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

     (xi) change the provisions of Section 2.10(j) or Section 2.16(b)(ii) without the written consent of each Lender directly affected thereby;

     (xii) subordinate the Obligations to any other obligation; or

     (xiii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;

provided, further, that

     (1) any waiver, amendment or modification prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arranger) may not be effected without the written consent of the Arranger; and

     (2) any waiver, amendment or modification of the Intercreditor Agreement (and any related definitions) may be effected by an agreement or agreements in writing entered into among the Collateral Agent, the Administrative Agent, the Second Lien Collateral Agent and the Second Lien Administrative Agent (without the consent of any Loan Party, so long as such amendment, waiver or modification does not impose any additional duties or obligations on the Loan Parties or alter or impair any right of any Loan Party under the Loan Documents, but with the consent of the Required Lenders).

          (c) Collateral. Without the consent of any other person, the applicable Loan Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

          (d) Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination. Each Lender agrees that, if Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such non-consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

          SECTION 10.03 Expenses; Indemnity; Damage Waiver.

          (a) Costs and Expenses. Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and/or the Collateral Agent) in connection with the syndication of the credit facilities provided for herein (including the obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made and including any costs and expenses of the service provider referred to in Section 9.03, (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.03, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any work out, restructuring or negotiations in respect of such Loans and (iii) all documentary and similar taxes and charges in respect of the Loan Documents.

          (b) Indemnification by Borrower. Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim or Mining Proceeding related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

          (c) Reimbursement by Lenders. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),

the Collateral Agent (or any sub-agent thereof), or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans and unused Commitments at the time.

          (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

          (e) Payments. All amounts due under this Section shall be payable not later than 3 Business Days after demand therefor.

          SECTION 10.04 Successors and Assigns.

          (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by Borrower or any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that

     (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arranger or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect

to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1.0 million unless the Administrative Agent consents (such consent not to be unreasonably withheld or delayed);

     (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and

     (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.04.

          (c) Register. The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in Stamford, Connecticut a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Collateral Agent and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

          (d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement

shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

          Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15, (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

          (e) Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent.

          (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

          (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

          SECTION 10.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of

hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.14, 2.15 and Article X (other than Section 10.12) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any provision hereof.

          SECTION 10.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, the Fee Letter and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

          SECTION 10.08 Right of Setoff. Subject to Sections [3.l(b) and 5.4] of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or un matured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

          SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process.

          (a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

          (b) Submission to Jurisdiction. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the

State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Requirements of Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

          (c) Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10,09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          (d) Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

          SECTION 10.10 Waiver of Jury Trial. Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

          SECTION 10.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

          SECTION 10.12 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,

(f) subject to an agreement containing provisions substantially the same as those of this Section 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Holdings or Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section, “Information” means all information received from Holdings or any of its Subsidiaries relating to Holdings or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Holdings or any of its Subsidiaries; provided that, in the case of information received from Holdings or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

          SECTION 10.13 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Holdings and Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Holdings and Borrower, which information includes the name, address and tax identification number of Holdings and Borrower and other information regarding Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify Holdings and Borrower in accordance with the Act. This notice is given in accordance with the requirements of the Act and is effective as to the Lenders and the Administrative Agent.

          SECTION 10.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent permitted by applicable Requirements of Law, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

          SECTION 10.15 Lender Addendum. Each Lender to become a party to this Agreement on the Closing Date shall do so by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, Borrower and the Administrative Agent.

          SECTION 10.16 Obligations Absolute. To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

     (a) the financial condition or any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

     (b) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

     (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

     (d) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

     (e) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

     (f) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

          SECTION 10.17 Judgment Currency.

          (a) Each Loan Party’s obligation hereunder and under the other Loan Documents to make any payments shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than dollars, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of dollars expressed to be payable to the Administrative Agent or such Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than dollars (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in dollars, the conversion shall be made at the Relevant Currency Equivalent, and in the case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

          (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Loan Party covenants and agrees to pay, or cause to be paid, to the extent permitted under applicable law, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

          (c) For purposes of determining the Relevant Currency Equivalent or any other rate of exchange for this Section 10.17, such amounts shall include any premium and costs payable in connection with the purchase of dollars.

[Signature Pages Follow]

      

      

      

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

		BLUE PEARL USA LTD., as Borrower
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇▇
				Title:		Vice President Finance and Chief
						Financial Officer
		BLUE PEARL MINING LTD., as Holdings
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇▇
				Title:		Vice President Finance and Chief
						Financial Officer
		BLUE PEARL MINING INC.
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇▇
				Title:		Vice President and Chief
						Financial Officer
		PATENT ENFORCEMENT AND
		ROYALTIES OF NEW JERSEY, LTD.,
		▇▇▇▇▇▇▇▇ CREEK METALS COMPANY,
		▇▇▇▇▇▇▇▇ CREEK MINING CO.,
		CYPRUS ▇▇▇▇▇▇▇▇ CREEK MINING COMPANY,
		LONG CREEK MINING COMPANY
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇▇
				Title:		Vice President Finance and Chief
						Financial Officer

(Second Lien Credit Agreement)

		LANGELOTH METALLURGICAL
		COMPANY LLC, by its Manager
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇▇
				Title:		Manager

(Second Lien Credit Agreement)

		UBS SECURITIES LLC, as Arranger,
		Syndication Agent and Documentation Agent
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
				Title:		Director
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇
				Title:		Associate Director Banking Products Services US			.
		UBS AG, STAMFORD BRANCH, as
		Administrative Agent and Collateral Agent
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		UBS LOAN FINANCE LLC, as a Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:

(Second Lien Credit Agreement)

		UBS SECURITIES LLC, as Arranger,
		Syndication Agent and Documentation Agent
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		UBS AG, STAMFORD BRANCH, as
		Administrative Agent and Collateral Agent
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇
				Title:		Associate Director Banking Products Services US
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
				Title:		Associate Director Banking Products Services US
		UBS LOAN FINANCE LLC, as a Lender
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇
				Title:		Associate Director Banking Products Services US
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
				Title:		Associate Director Banking Products Services US

(Second Lien Credit Agreement)

Annex I

Covered Property

State (Existing Mines(s))		Covered Property
British Columbia- Endako		See attached Exhibits ▇-▇, ▇-▇, and A-5 for Real Property, Unpatented Claims, Leases and Undersurface Rights. Also see Endako Survey attached.
British Columbia — Davidson		See attached Exhibit A-6 for the legal description of the Mining Leases and Unpatented Claims at Davidson. Also see Davidson Survey annexed hereto.
Pennsylvania		See attached legal description found in Exhibit A of the Chicago Title Insurance Company Summary.
Idaho		See Attached Schedules A- F for legal descriptions of the Idaho property.

Exhibit A-3: Legal Description of Endako Mine

▇▇▇▇▇▇▇▇ Creek Mining Ltd is the registered owner of the following lands and premises:

A.

The surface of District ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ surveyed as “BOOT 8” Mineral Claim,PID ▇▇▇-▇▇▇-▇▇▇;

B.		The surface of District ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ surveyed as “MO4” Mineral Claim,PID ▇▇▇-▇▇▇-▇▇▇; and
C.		▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ 5, Coast Range 5 Land District,PID ▇▇▇-▇▇▇-▇▇▇.

Exhibit A-4: Legal Description of the Endako Mining Leases and Unpatented Claims

Tenure Number		Recorded Owner
238161		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
238162		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243448		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243450		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243457		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243458		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243459		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243460		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243461		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243462		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243463		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243464		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243465		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243466		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243467		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243468		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243469		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243470		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243471		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243472		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243473		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243474		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243482		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243483		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243484		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243485		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243486		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243570		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243571		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243572		▇▇▇▇▇▇▇▇ Creek Mining Ltd.

Tenure Number		Recorded Owner
243573		▇▇▇▇▇▇▇▇ Creek Mining Ltd,
243576		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243577		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243592		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243774		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243775		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243832		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243835		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243836		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
243843		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244049		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244175		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244176		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244255		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244256		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244257		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244258		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244665		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244667		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244672		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244673		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244772		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244774		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244776		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244778		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244780		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244913		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244915		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244930		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
244931		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
245325		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
245329		▇▇▇▇▇▇▇▇ Creek Mining Ltd.

Tenure Number		Recorded Owner
245394		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
245395		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
245396		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
245888		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
307068		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
307089		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507163		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507164		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507165		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507167		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507168		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507169		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507170		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507182		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507188		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507191		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507222		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507227		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507228		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507230		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507232		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507245		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507246		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507249		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507250		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507252		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507253		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507254		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
507269		▇▇▇▇▇▇▇▇ Creek Mining Ltd.
532729		▇▇▇▇▇▇▇▇ Creek Mining Ltd.

Exhibit A-5: Legal Description of Patented Claims for ▇▇▇▇▇▇▇▇ Creek Mining Ltd.

▇▇▇▇▇▇▇▇ Creek Mining Ltd is the registered owner of the following Undersurface Rights PL56825 registered against the titles to the following lands:

A.

That part of District ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ lying within the boundaries of District Lot7404, PID ▇▇▇-▇▇▇-▇▇▇;

B.

That part of District ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ lying within the boundaries of District Lot 7543, PID ▇▇▇-▇▇▇-▇▇▇;

C.

Part of the West ½ of District ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ lying within the boundaries of District Lot 6548, PID ▇▇▇-▇▇▇-▇▇▇;

D.

Part of the West ½ of District ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ lying within the boundaries of District Lot 6549, PID ▇▇▇-▇▇▇-▇▇▇; and

E.

Part of the Southeast ¼ of District ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ lying within the boundaries of District Lot 6547, PID ▇▇▇-▇▇▇-▇▇▇.

Exhibit A-6: Legal Description of Davidson Mining Leases and Unpatented Claims

Tenure Number		Recorded Owner
243455		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
243475		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
243476		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
243477		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
243478		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
243479		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
501559		▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
503063		▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
503061		▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
501731		▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
509898		▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
501577		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

CHICAGO TITLE INSURANCE COMPANY
LOAN POLICY

File No.: 06-0971A

Policy No.: 06-0971A

EXHIBIT A

First Described:

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point in the center of the road leading from Cross Creek to Burgettstown, which point is common to land of the American Zinc and Chemical Company, formerly of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇; thence by line of lands of American Zinc and Chemical Company, formerly ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, North 69° 19' West 432.31 feet to a point; thence along line of lands of Langeloth Townsite Company North 21° 22' East 670.71 feet to an iron pipe; thence by line of lands of American Zinc and Chemical Company, formerly ▇. ▇. ▇▇▇▇▇▇, South 26° 2' East 582.96 feet to an iron pin in the cert of the road leading from Cross Creek to Burgettstown; thence along the center of said road South 20° 42' West 271 feet to the place of beginning.

First Described being designated as Tax Parcel No. 570-019-00-00-0017-00 in the Tax Assessment Office of Washington County, Pennsylvania.

Second Described:

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point on the Burgettstown-Eldersville Road where the property of American Zinc and Chemical Company, property of grantors and the tract hereby conveyed intersect at the center of the road; thence North 31° 19' East 27 feet; thence by a curve having a radius of 331.91 feet a distance of 82,74 feet; thence by the road North 45° 36' East a distance of 778 feet to a point; thence by a curve line having a radius of 366.91 feet an arc distance of 130.60 feet; thence North 66° 0' East 601 feet to a point; thence by a curve having a radius of 478.19 feet an arc distance of 308.80 feet; thence North 29° 0' East a distance of 60 feet to the line of the Burgettstown Fairgrounds and land of the North 29° 0' East a distance of 60 feet to the line of Burgettstown Fairgrounds; thence by Burgettstown Fairgrounds and land of the American Zinc and Chemical Company South 89° 49' West a distance of 117 feet to a point; thence by same North 19° 31' West a distance of 360.07 feet to a point, the place of beginning.

Excepting thereout and therefrom all that certain lot or piece of ground said to contain .200 of an acre conveyed by deed from Climax Molybdenum Company to W. W.

EXHIBIT A
(Continued)

File No.: 06-0971A

Policy No.: 06-0971A

▇▇▇▇▇▇▇▇▇▇, ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, a co-partnership doing business as ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ Lumber Company, dated August 22, 1956 and recorded in Deed Book Volume 971, page 570.

Excepting thereout and therefrom all that certain lot or piece of ground said to contain 6.774 of an acre acquired by Commonwealth of Pennsylvania Department of Transportation by condemnation proceedings for which an unrecorded deed of release and quit claim was executed by American Metal Climax, Inc., dated October 9, 1964.

Second Described being designated as part of Tax Parcel No. 570-023-00-00-0002-00 in the Tax Assessment Office of Washington County, Pennsylvania.

Third Described:

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point in line of land now or formerly of American Zinc & Chemical Company, said point being North 89° 30' East 639.67 feet from a stone corner, said corner being the Southeast corner of other lands of the grantee herein; thence by other lands of the grantor North 7° 40' West 823.06 feet to a point at the Southwest corner of other lands of the grantee herein; thence by other land of the grantor North 7° 40' West 1399.9 feet to a point in the center of the state highway leading from Burgettstown to Langeloth; thence by other land of the grantee South 52° East 250.8 feet to a point; thence by the same South 58° 45' East 194.7 feet to a point; thence North 32° 30' East 59.4 feet to a point; thence South 57° 30' East 82.5 feet to a point; thence South 22° West 227.7 feet to a point; thence by other land of the grantee South 7° 15' West 591.36 feet to a point; thence by the same South 34° 45' West 27.1 feet to a point; thence by the same South 15° West 230.3 feet to a point; thence by the same South 24° 45' West 104.95 feet to a point; thence by the same North 76° 45' East 59.4 feet to a point; thence South 86° 30' East 630.3 feet to a point; thence by land now or formerly of ▇▇▇▇▇▇ ▇▇▇▇▇ South 29° 38' West 450 feet to a point; thence by same South 8° East 400 feet to a point; thence by land now or formerly of American Zinc & Chemical Company South 89° 30' West 410.33 feet to a point, the place of beginning.

Together with a free and uninterrupted right of way over and upon the roadways now existing on other land now or formerly of ▇▇▇▇▇ ▇. ▇▇▇▇▇ et ux. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ et ux. lying to the West of the tract hereby conveyed or replacements or

EXHIBIT A
(Continued)

File No.: 06-0971A

Policy No.: 06-0971A

substitutions thereof as set forth in deed from ▇▇▇▇▇ ▇. ▇▇▇▇▇ et al. to Climax Molybdenum Company of Pennsylvania, dated December 14,1948 and recorded in Deed Book Volume 750, page 482.

Excepting thereout and therefrom all that certain lot or piece of ground said to contain 6,638 acres conveyed by deed from Climax Molybdenum Company to ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, a co-partnership doing business as ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ Lumber Company, dated August 22, 1956 and recorded in Deed Book Volume 971, page 570.

Excepting thereout and therefrom all that certain lot or piece of ground conveyed in deed from Consolidated Rail Corporation to Bologna Coal Company, dated September 8,1987 and recorded in Deed Book Volume 2299, page 161.

Third Described being designated as part of Tax Parcel No. 570-023-00-00-0002-00 in the Tax Assessment Office of Washington County, Pennsylvania.

Fourth Described:

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point, which point is near the intersection of the concrete road leading from Langeloth to Burgettstown with a dirt road and which point is also common to tract of 3.955 acres now or formerly owned by ▇▇▇ ▇. ▇▇▇▇▇▇▇, tract of 4.031 acres now or formerly owned by Langeloth Townsite Company and the tract herein described; thence by six courses and distances through, across and along the said concrete road as follows: North 62° 26' East 191.95 feet; South 80° 44' East 31.71 feet; North 70° 00' East 325.05 feet; North 45° 00' East 288.75 feet; North 63° 58' East 257,91 feet; North 36° 15' East 214,50 feet to a corner common to property herein described and tract now or formerly of ▇. ▇. ▇▇▇▇; thence along land now or formerly of ▇. ▇. ▇▇▇▇ and on line between the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ tract and ▇▇▇▇ tract by the following three lines: South 19° 45' East 360.07 feet; North 72° 15' East 117.0 feet; and North 89° 35' East 183.25 feet to a point on line between the said Hervey and ▇▇▇▇ tracts; thence crossing the said ▇▇▇▇ tract of which the property herein described was heretofore a part South 3° 52' 20" East 1473.97 feet, more or less, to a point approximately 10 feet South of the center line of the railroad track; thence along the Southerly side of said railroad tract by the following ten lines: North 28° 22' West 100 feet; North 37° 52' West 100 feet; North 47° 52' West 100 feet; North 61° 52' West 100 feet; North 71° 52' West 100 feet; North 81° 52' West 100 feet; South 88° 08' West 100 feet; South 72° 08' West 100 feet; South 62° 08' West 130 feet; South 57°

EXHIBIT A
(Continued)

File No.: 06-0971A

Policy No.: 06-0971A

08' West 485 feet, more or less, to the point of tangent 4S-/94.79 of the 20 foot right of way of The Pittsburgh, Cincinnati, Chicago and St. Louis Railroad Company; thence crossing sard right of way North 32° 52' West 30 feet, more or less, to a point on the Northerly side of said right of way; thence by said right of way by the following four lines: South 52° 08' West 100 feet; South 42° 08' West 100 feet; South 32° 08' West 100 feet; South 29° 35' West 43.57 feet to a point on line between the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ tract and the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ tract; thence along the ▇▇▇▇▇▇▇ tract North 89° 29' West 58 feet, more or less; thence by the same North 25° 45' West 134 feet crossing a dirt road to a point on the Westerly side of said dirt road, said point being a corner of property of Climax Molybdenum Company; thence along the Westerly side of said dirt road and crossing the Hervey tract and along lands now or formerly of ▇▇▇▇▇▇ Tuyfli and ▇▇▇ ▇. ▇▇▇▇▇▇▇ by the following eight courses and distances: North 16° 27' 40" East 143.51 feet; North 11° 52' 20" West 170 feet; North 02° 07'40" East 190 feet; North 01° 52' 20" West 180 feet; North 04° 49' 20" East 255.39 feet; North 09° 37' 40" East 304.32 feet; North 73° 51' 20" West 41 feet; and South 84° 07' 40" West 90 feet to the place of beginning.

Excepting thereout and therefrom all that certain lot or piece of ground conveyed by deed from American Zinc and Chemical Company to Climax Molybdenum Company of Pennsylvania and to Climax Molybdenum Company, except that there is included in this conveyance the land described in deed by Climax Molybdenum Company of Pennsylvania to American Zinc and Chemical Company, dated February 16,1943 and recorded in Deed Book Volume 662, page 651.

Together with all rights and privileges granted and as set forth in deed from American Zinc and Chemical Company to Climax Molybdenum Company of Pennsylvania, dated October 26, 1949 and recorded in Deed Book Volume 760, page 264.

Fourth Described being designated as Tax Parcel No. 570-023-00-00-0001-00 in the Tax Assessment Office of Washington County, Pennsylvania.

Fifth Described:

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point near the Northeast corner of the tract scales and also near the Southwest ▇▇▇▇▇ of the building known as the “Thaw House”; thence crossing the railroad tracks South 26° 38' East 36.10 feet to a point on the Southern side of the tracks; thence along same and parallel to them by the following ten lines: South 63° 22' West 82.57 feet; thence North 26° 38' West 10.00 feet; thence South 63° 22' West

EXHIBIT A
(Continued)

File No.: 06-0971A

Policy No,: 06-0971A

75.00 feet; thence along the arc of a curve to the right with a radius of 381.97 feet for a distance of 188.10 feet; thence along the arc of a curve to the right with a radius of 537.15 feet for a distance of 201.09 feet; thence dong the arc of a curve to the right with a radius of 404.44 feet for a distance of 171.18 feet; thence along the arc of a curve to the right with a radius of 565.00 feet for a distance of 276.43 feet; thence North 14° 41' West 255.00 feet; thence along the arc of a curve to the right with a radius of 613.88 feet for a distance of 267.50 feet; thence North 18° 08' East 118.47 feet to a point in line of other property of the Climax Molybdenum Company; thence along same by the following six lines: North 33° 27' 30" East 43.57 feet; thence North 36° 00* East 100.00 feet; thence North 46° 00' East 100.00 feet; thence North 56° 00' East 100.00 feet; thence South 29° 00' East 30.00 feet more or less; thence North 61° 00' East 200 feet; thence leaving the lines of the Climax Molybdenum Company South 0° 51' East 592.60 feet crossing the line between the original ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ tracts at a distance of 232.00 feet more or less; thence by a line parallel to the West end of the aforementioned “Thaw House” South 33° 11' East 710.00 feet (this line being 4,00 feet West of the “Thaw House”) to the place of beginning.

Together with all rights and privileges granted and as set forth in deed from Langeloth Steel Company to Climax Molybdenum Company of Pennsylvania, dated October 9, 1953 and recorded in Deed Book Volume 878, page 167.

Fifth Described being designated as a part of Tax Parcel No. 570-023-00-00-0005-01 in the Assessment Office of Washington County, Pennsylvania.

Sixth Described:

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point in line of land now or formerly of American Zinc & Chemical Company, said point being North 89° 30' East 639.67 feet from a stone, corner of land of Climax Molybdenum Company of Pennsylvania; thence by other land of the grantee North 7° 40' West 2222.96 feet to a point in the center of the highway leading from Burgettstown to Langeloth; thence North 14° West 169.95 feet to a point in the line of the Borough of Burgettstown; thence by said line South 88° 30' West 355 feet to a stone; thence South 1° 17' East 2364.9 feet to a stone; thence by land now or formerly of American Zinc & Chemical Company North 89° 30' East 639.67 feet to a point, the place of beginning.

Together with a right of way over and upon all roadways on two tracts lying East of the

EXHIBIT A
(Continued)

File No.: 06-0971A

Policy No.: 06-0971A

above described tracts as the same were set forth in deed from ▇▇▇▇▇ ▇. ▇▇▇▇▇ et al. to Union Coal Company, dated December 24,1948 and recorded in Deed Book Volume 751, page 241.

Excepting thereout and therefrom all that certain lot or piece of ground said to contain 9.828 acres conveyed by deed from Climax Molybdenum Company to ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, a co-partnership doing business as ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ Lumber Company, dated August 22, 1956 and recorded in Deed Book Volume 971, page 570.

Sixth Described being designated as part of Tax Parcel No. 570-023-00-00-0002-00 in the Tax Assessment Office of Washington County, Pennsylvania.

Seventh Described:

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a concrete monument, being the most Southern corner of land of Climax Molybdenum Company as conveyed by Langeloth Steel Company by deed recorded in the Office of the Recorder of Deeds of Washington County, Pennsylvania, in Deed Book Volume 870, page 167; thence from said place of beginning North 26° 38" West a distance of 36.12 feet to a point; thence North 33° 11' West a distance of 710.00 feet to a concrete monument; thence the following courses and distances: North 0° 51' West 592.00 feet; North 61° 00' East 285.00 feet; North 66° 00' East 130.00 feet; North 76° 00' East 100.00 feet; South 88° 00' East 100.00 feet; South 78° 00' East 100.00 feet; South 68° 00' East 100.00 feet; South 58° 00' East 100.00 feet; South 44° 00' East 100.00 feet; South 34° 00' East 100.00 feet; South 24° 30' East 100.00 feet to a concrete monument; thence through other lands of Langeloth Steel Company South 28° 56' 10" West a distance of 1226.89 feet to a concrete monument, the place of beginning.

Together with all rights and privileges set forth in deed from Langeloth Steel Company to AMAX, Inc., dated March 2,1976 and recorded in Deed Book Volume 1651, page 129.

Seventh Described being designated as a part of Tax Parcel No. 570-023-00-00-0005-01 in the Assessment Office of Washington County, Pennsylvania,

Eighth Described:

EXHIBIT A
(Continued)

File No.: 06-0971A

Policy No.: 06-0971A

All that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point in the center of the concrete road leading from Langeloth to Burgettstown, which pint is also the corner of land of Laageloth Townsite Company and the land herein described; thence North 62° 25' 40" East 490 feet to a point in the center of said road; thence North 84° 07' 40" East 90 feet to a point on dirt road; thence South 73° 51' 20" East 41 feet to a point on the side of a dirt road; thence by other land of American Zinc and Chemical Company South 9° 37' 40" West 304.32 feet to a point; thence by other land of American Zinc and Chemical Company South 54° 42 ½' West 434.82 feet to a point on land now or formerly of Langeloth Townsite Company; thence by land of Langeloth Townsite Company North 25° 45' West 362.84 feet to the place of beginning.,

Eighth Described being designated as a part of Tax Parcel No. 570-019-00-00-0015-00 in the Assessment Office of Washington County, Pennsylvania.

Ninth Described:

Ail that certain lot or piece of ground situate in the Township of ▇▇▇▇▇, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a monument which said monument is located North 86° 33' West 897.89 feet from a corner common to land of Climax Molybdenum Company, land of Bon-De Incorporated, of Slovan and land designated as part of Tract No. 1, Item 3 of Bologna Coal Company in Deed Book Volume 1896, page 94, recorded in the Office of the Recorder of Deeds of Washington County, Pennsylvania; thence from said point of beginning South 86° 33' East 170.31 feet to a monument; thence due South 740.00 feet to a monument; thence ▇▇▇ ▇▇▇▇ 170.00 feet to a monument; thence due North 750.25 feet to a monument, the place of beginning.

Ninth Described being designated as Tax Parcel No. 570-023-00-00-0005-02 in the Assessment Office of Washington County, Pennsylvania.

Schedule A

Owned Premises

1. Patented Lode Mining Claims (Further described on Exhibit C)

a. CM Patented Claims

11 Patented Lode Mining Claims located in Township 11 and 12 North, Range 16 East, Boise Meridian, designated by Survey No. 3617, U.S. Patent No. 11-76-0076, recorded August 30, 1976 as instrument No. 142801, records of ▇▇▇▇▇▇ County, Idaho, and known as CM #2 - #5, CM #11 - #14, CM #19 - #21.

b. Debit Patented Claims

2 Patented Mining Claims located in Township 11 North, Range 16 East, Section 3 and in Township 12 North, Range 16 East, Sections 34 and 35, Boise Meridian, designated by Survey No. 3650, U.S. Patent 11-86-0056, recorded May 6, 1986 as instrument No. 176719, records of ▇▇▇▇▇▇ County, Idaho, and known as Debit and Debit No. 3.

2. Patented Mill Sites (Further described on Exhibit C)

a. MS Patented Millsites

53 Patented Millsites located in Sections 1, 2 and 12 of Township 11 North, Range 16 East, Boise Meridian. U.S. Patent No. 11-85-0023, recorded February 14, 1985, as instrument No. 173321, records of ▇▇▇▇▇▇ County, Idaho, and known as ▇▇-▇-▇▇▇ - ▇▇▇, ▇▇▇ - ▇▇▇, ▇▇▇ - ▇▇▇, and ▇▇-▇-▇▇ - ▇▇, ▇▇ - ▇▇, ▇▇, ▇▇ - ▇▇, 97 -101, 127, 128, and MS-12-3 - 15, 26 -30, 36, 37, containing 265 acres, m/1.

b. MS Patented Millsites

426 Patented Millsites located in Township 11 North, Range ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ 12 North, Range 16 East, and Township 12 North, Range 17 East, Boise Meridian. Patent No. ▇▇-▇▇▇▇-▇▇▇, recorded October 11, 2000, as instrument No. 221783, records of ▇▇▇▇▇▇ County, Idaho, and dated September 6, 2000, containing 2,130 acres, m/1.

3. Unpatented Mining Claims (Further described on Exhibit D)

4. Fee Lands from United States Department of Agriculture - Forest Service (Further described on Exhibit C)

Deed dated November 15, 2005, the United States, acting through the USDA-FS, 35.90 acres, m/1 to ▇▇▇▇▇▇▇▇ Creek Mining Company located in Township 12 North, Range 16 East, Boise Meridian, Section 34: Lots 3, 4, 5, and 7 also described as SW/4NE/4SE/4, NE/4SW/4SE/4. This parcel was formerly covered by, and is sometimes described as, the Millsites in Bayhorse Mining District, ▇▇▇▇▇▇ County, Idaho, listed as Parcel 3 on Exhibit C.

Schedule B

Idaho Leased Premises

Cinnabar Leasehold Interest in Lode Claims

5 unpatented lode mining claims located in Section 19 of Township 12 North, Range 17 East, Boise Meridian, which are held under the terms of the Cinnabar Mining Lease dated June 29, 1996, for a primary term often years. The Cinnabar Lease is being extended for an additional ten year term and covers the following claims described as follows;

Claim Name		Recording No.				Amended				BLM Serial No.
CINNABAR #1			126713				150814			IMC 17941
▇▇▇▇▇▇			126716				150815			IMC 17942
MATILDA			126717				150812			IMC 17943
▇▇▇▇▇▇			126714				150813			IMC 17944
▇▇▇▇			126715				150811			IMC 17945

Schedule C

Idaho Patented Claims

PARCEL 1:

LODE MINING CLAIMS, SURVEY NO. 3617, BAYHORSE MINING DISTRICT ▇▇▇▇▇▇ COUNTY, IDAHO

CM#2		CM#3
CM#4		CM#5
CM#11		CM#12
CM#13		CM#14
CM#19		CM#20
CM#21

EMBRACING A PORTION OF SECTIONS 34 AND 35, TOWNSHIP 12 NORTH, RANGE 16 EAST, BOISE MERIDIAN’, ▇▇▇▇▇▇ COUNTY, IDAHO.

AND

A FRACTION OF SECTION 2 AND 3, TOWNSHIP 11 NORTH, RANGE ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇.

RECORDED AUGUST 30, 1976 AS INSTRUMENT NO. 142801, RECORDS OF ▇▇▇▇▇▇ COUNTY, IDAHO. PATENT NUMBER
11-76-0076

PARCEL 2;

LODE MINING CLAIMS, SURVEY NO. 3650, BAYHORSE MINING DISTRICT, ▇▇▇▇▇▇ COUNTY, IDAHO

DEBIT      DEBIT NO. 3

EMBRACING A PORTION OF SECTIONS 34 AND 35, TOWNSHIP 12 NORTH, RANGE 16 EAST, BOISE MERIDIAN, ▇▇▇▇▇▇ COUNTY, IDAHO.

AND

A PORTION OF SECTION 3, TOWNSHIP 11 NORTH, RANGE 16 EAST, BOISE MERIDIAN, ▇▇▇▇▇▇ COUNTY, LOCATED IN THE BAYHORSE MINING DISTRICT, ▇▇▇▇▇▇ COUNTY, IDAHO.

PARCEL 2: - Continued

MILL SITES, R.S. 2337, as amended 30 U.S.C. 42a; BAYHORSE MINING DISTRICT ▇▇▇▇▇▇ COUNTY IDAHO

▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
MS-1-126		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
MS-12-3		▇▇-▇▇-▇		▇▇-▇▇-▇
▇▇-▇▇-▇		▇▇-▇▇-▇		▇▇-▇▇-▇
▇▇-▇▇-▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
MS-12-12		MS-12-13		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
MS-12-28		MS-12-29		MS-12-30
MS-12-36		MS-12-37

FURTHER DESCRIBED AS FOLLOWS:

TOWNSHIP 11 NORTH, RANGE 16 EAST, BOISE MERIDIAN, ▇▇▇▇▇▇ COUNTY, IDAHO.

SECTION 1: W½NW¼SW¼SW¼, S½SW¼SW¼, W½SW¼SE¼SW¼, N½ SW¼SE ¼, E½SW¼SW¼SE¼, SE¼SW¼SE¼, W½NW¼SE¼SE¼, SW¼SE¼SE¼.

SECTION 2: NE¼SW¼NE¼, E½SE¼SW¼NE¼, W½SE¼NE¼, W½W½NE¼SE¼, E½SE¼NW¼SE¼, E½NE¼SW¼SE¼, N½SE¼SE¼, SE¼SE¼SE¼.

SECTION 12: W½NE¼NE¼, N½NW¼NE¼, E½SW¼NW¼NE¼, SE¼NW¼NE¼, E¹/₂ NE¼SW¼NE¼, W½NW¼SE¼NE¼, N½NE¼NW¼, NE¼NW¼ NW¼, E½NW¼NW¼NW¼.

RECORDED February 14, 1985, AS INSTRUMENT NO. 173321, RECORDS OF ▇▇▇▇▇▇ COUNTY, IDAHO. PATENT NUMBER
11-76-0076

PARCEL 2: - Continued

MILL SITES SITUATED IN THE BAYHORSE MINING DISTRICT, ▇▇▇▇▇▇ COUNTY, IDAHO:

MS-1-L15		MS-1-L16		MS-1-L17
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		MS-1-91		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
MS-2-L7		MS-2-L8		MS-2-L9
MS-2-L10		MS-2-L18		MS-2-L19
MS-2-L20		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		MS-2-73
MS-2-74		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		MS-2-126
MS-3-L8		MS-3-L9		MS-3-L10
MS-3-L11		MS-3-L12		MS-3-L13
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		MS-3-L16
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
MS-3-39		▇▇-▇-▇▇		▇▇-▇-▇▇

▇▇▇▇▇▇ 2: - Continued

▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		MS-3-46		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
MS-3-53		MS-3-54		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇		MS-4-66		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
MS-6-L18		MS-6-L19		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇▇		▇▇-▇-▇▇▇
▇▇-▇-▇▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇-▇▇
▇▇-▇-▇▇		▇▇-▇-▇▇		▇▇-▇▇-▇
▇▇-▇▇-▇		▇▇-▇▇-▇		▇▇-▇▇-▇
▇▇-▇▇-▇		▇▇-▇▇-▇		▇▇-▇▇-▇
▇▇-▇▇-▇		▇▇-▇▇-▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		MS-11-26
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		MS-11-31		MS-11-32
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		MS-25-103
MS-25-104		MS-25-105		MS-25-106
MS-25-121		MS-25-122		MS-25-123
MS-25-124		MS-31-L3		MS-31-L4
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
MS-31-L8		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇▇

PARCEL 2: - Continued

▇▇-▇▇-▇▇▇		▇▇-▇▇-▇▇▇		▇▇-▇▇-▇▇▇
MS-31-110		MS-31-111		MS-31-114
MS-31-115		MS-31-116		MS-31-117
MS-31-118		MS-31-119		MS-31-120
MS-34-L2		MS-34-L6		MS-34-L8
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
MS-34-43		MS-34-51		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		MS-34-103
MS-34-104		MS-34-105		MS-34-106
MS-34-107		MS-34-108		MS-34-109
MS-34-110		MS-34-111		MS-34-116
MS-34-117		MS-34-118		MS-34-119
MS-34-120		MS-34-121		MS-34-122
MS-35-L3		MS-35-L4		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		▇▇-▇▇-▇▇		▇▇-▇▇-▇▇
▇▇-▇▇-▇▇		MS-35-104		MS-35-105
MS-35-106		MS-35-107		MS-35-108
MS-35-109		MS-35-110		MS-35-111