SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 9, 2005 among THE GENLYTE GROUP INCORPORATED, GENLYTE THOMAS GROUP LLC, GENLYTE HOLDINGS INC., GENLYTE LIGHTING CORPORATION,

Exhibit 10.1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 9, 2005

among

THE GENLYTE GROUP INCORPORATED, GENLYTE ▇▇▇▇▇▇ GROUP LLC,
GENLYTE HOLDINGS INC., GENLYTE LIGHTING CORPORATION,

GENLYTE CLP NOVA SCOTIA ULC, GENLYTE CGP NOVA SCOTIA ULC,

CANLYTE INC., LUMEC INC. and LUMEC HOLDING CORP.

as the Borrowers

and

THE LENDING INSTITUTIONS NAMED THEREIN

as the Lenders

NATIONAL CITY BANK OF KENTUCKY

as a Lender, a Letter of Credit Issuer,

 the Swing Line Lender, a Co-Lead Arranger and

 the Domestic Administrative Agent

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH

as a Lender, a Letter of Credit Issuer and the

Canadian Administrative Agent

JPMORGAN CHASE BANK, N.A.

as a Lender and a Letter of Credit Issuer

BANK OF AMERICA, N.A.

as a Lender, a Letter of Credit Issuer and a Co-Documentation Agent

▇.▇. ▇▇▇▇▇▇ SECURITIES INC.

as a Co-Lead Arranger

and

SUNTRUST BANK

as a Lender and a Co-Documentation Agent

TABLE OF CONTENTS

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 9, 2005 (herein, as amended, supplemented or otherwise modified from time to time, “this Agreement”), among the following:

(i)            THE GENLYTE GROUP INCORPORATED, a Delaware corporation (“Genlyte Group”); GENLYTE ▇▇▇▇▇▇ GROUP LLC, a Delaware limited liability company (“Genlyte ▇▇▇▇▇▇”); GENLYTE HOLDINGS INC., a Delaware corporation (“Genlyte Holdings”); GENLYTE LIGHTING CORPORATION, a Delaware corporation (“Genlyte Lighting”); GENLYTE CLP NOVA SCOTIA ULC, a Nova Scotia unlimited liability company (“Genlyte Limited Nova Scotia”; GENLYTE CGP NOVA SCOTIA ULC, a Nova Scotia unlimited liability company (“Genlyte General Nova Scotia”); CANLYTE INC., a Canada corporation (“Canlyte”), LUMEC INC., a Part 1A (Quebec) corporation (“Lumec”); and LUMEC HOLDING CORP., an Ontario corporation (“Lumec Holding”) (Genlyte Group, Genlyte ▇▇▇▇▇▇, Genlyte Holdings, Genlyte Lighting, Genlyte Limited Nova Scotia, Genlyte General Nova Scotia, Canlyte, Lumec and Lumec Holding are herein each a “Borrower” and, collectively, together with each of their respective successors and assigns, the “Borrowers”);

(ii)           the lending institutions listed in Annex I hereto (herein, together with its or their successors and assigns, each a “Lender” and collectively, the “Lenders”);

(iii)          NATIONAL CITY BANK OF KENTUCKY, a national banking association, as one of the Lenders, as the Lender under the Swing Line Revolving Facility referred to herein (herein, together with its successors and assigns, the “Swing Line Lender”), as a Letter of Credit Issuer (herein, together with its successors and assigns, a “Letter of Credit Issuer”), as a Co-Lead Arranger (a “Co-Lead Arranger”), and as the administrative agent for the Domestic Revolving Facility referred to herein (the “Domestic Administrative Agent” or an “Administrative Agent”);

(iv)          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH a national banking association and successor by merger to ▇▇▇▇ ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as one of the Lenders, as a Letter of Credit Issuer (herein, together with its successors and assigns, a “Letter of Credit Issuer”) and as the administrative agent for the Canadian Revolving Facility referred to herein (the “Canadian Administrative Agent” or an “Administrative Agent” and collectively with the Domestic Administrative Agent, the “Administrative Agents”);

(v)           JPMORGAN CHASE BANK, N.A., a national banking association, and successor by merger to Bank One, NA as one of the Lenders, as a

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Letter of Credit Issuer (herein, together with its successors and assigns, a “Letter of Credit Issuer”);

(vi)          BANK OF AMERICA, N.A., a national banking association, as one of the Lenders, as a Letter of Credit Issuer (herein, together with its successors and assigns, a “Letter of Credit Issuer”) and as a co-documentation agent (a “Co-Documentation Agent”);

(vii)         ▇.▇. ▇▇▇▇▇▇ SECURITIES INC., a Delaware corporation, as one of the co-lead arrangers (a “Co-Lead Arranger” and, together with National City Bank of Kentucky in such capacity, the “Co-Lead Arrangers”); and

(viii)        SUNTRUST BANK, a Georgia corporation, as a Lender and as a co-documentation agent (a “Co-Documentation Agent”, and together with Bank of America, N.A., the “Co-Documentation Agents”).

PRELIMINARY STATEMENTS:

A.            The Borrowers (other than Canlyte, Lumec and Lumec Holding), the Administrative Agents, the Co-Lead Arrangers, the Letter of Credit Issuers, the Co-Documentation Agents and the Lenders are the parties to that certain Amended and Restated Credit Agreement dated as of August 2, 2004 (the “Existing Credit Agreement”), as in effect immediately prior to the Closing Date (as defined herein).

B.            Pursuant and subject to the Existing Credit Agreement, (i) under a domestic revolving credit facility certain of the Lenders agreed to advance Dollar-denominated revolving credit loans (collectively, the “Existing Domestic Revolving Loans”), and certain of the Letter of Credit Issuers agreed to issue letters of credit (collectively, the “Existing Domestic Letters of Credit”), in an aggregate principal or undrawn amount not to exceed $180,000,000, (ii) under a Canadian revolving credit facility certain of the Lenders agreed to advance Canadian Dollar-denominated revolving credit loans (collectively, the “Existing Canadian Revolving Loans”), and certain of the Letter of Credit Issuers agreed to issue letters of credit (collectively, the “Existing Canadian Letters of Credit”), in an aggregate principal or undrawn amount not to exceed CDN$27,000,000 and (iii) under a domestic term loan facility certain of the Lenders (the “Existing Domestic Term Loan Lenders”) agreed to advance Dollar-denominated term loans (collectively, the “Existing Domestic Term Loans”) in an initial aggregate principal amount of $100,000,000.

C.            On the close of business December 8, 2005, (i) the aggregate unpaid principal balance of the Existing Domestic Revolving Loans was $-0-, (ii) the aggregate undrawn face amount of the Existing Domestic Letters of Credit was $20,168,119.00, (iii) the aggregate unpaid principal balance of the Existing Canadian Revolving Loans was CDN$-0-, (iv) the aggregate undrawn face amount of the Existing Canadian Letters of Credit was CDN$-0-, and (v) the aggregate unpaid principal balance of the Existing Domestic Term Loans was $75,000,000.

D.            The Borrowers have requested the Administrative Agents, the Issuers, and the Lenders to enter into this Agreement to amend and restate in their entirety the terms and

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conditions of the Existing Credit Agreement, inter alia, to (i) extend the maturity of both said domestic revolving credit facility and said Canadian revolving credit facility under the Existing Credit Agreement, (ii) increase the aggregate amount of credit available under said domestic revolving credit facility, (iii) convert the Existing Domestic Term Loans into revolving loans under said increased domestic revolving credit facility, and (iv) permit Canlyte, Lumec and Lumec Holding to join in said amendment and restatement as additional “Borrowers” hereunder.

E.             Subject to the satisfaction of the terms and conditions set forth in this Agreement, the Administrative Agents, the Letter of Credit Issuers, and the Lenders have agreed to such requests.

F.             Unless otherwise defined herein, all capitalized terms used herein and defined in section 1 are used herein as so defined.

NOW, THEREFORE, it is agreed that the terms and conditions of the Existing Credit Agreement are hereby amended and restated in their entirety to provide as follows:

SECTION 1.         DEFINITIONS AND TERMS.

1.1.         Certain Defined Terms.  As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires:

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

“Acquisition” shall mean and include (i) any acquisition on a going concern basis (whether by purchase, lease or otherwise) of any facility and/or business operated by any person who is not a Subsidiary of a Borrower, and (ii) acquisitions of a majority of the outstanding equity or other similar interests in any such person (whether by merger, stock purchase or otherwise).

“Additional Borrower Joinder” shall mean an Additional Borrower Joinder in the Form of Exhibit H to this Agreement pursuant to which the signatory thereto becomes a Borrower hereunder pursuant to section 1.5.

“Administrative Agent(s)”, “Domestic Administrative Agent” and “Canadian Administrative Agent” shall have the meaning provided in the first paragraph of this Agreement and shall include any successor to either Administrative Agent appointed pursuant to section 13.9.

“Affiliate” shall mean, with respect to any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such person. A person shall be deemed to control a second person if such first person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors or managers of such second person or (ii) to direct or cause the direction of the management and policies of such second person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, (x) a director, officer or employee of a person shall not, solely by reason of such status or the exercise of authority

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pursuant to such status, be considered an Affiliate of such person; and (y) none of the Administrative Agents, the Co-Lead Arrangers, the Co-Documentation Agents or any Lender shall in any event be considered an Affiliate of any Borrower or any Subsidiary.

“Agreement” shall have the meaning provided in the first paragraph of this Agreement.

“Applicable Eurodollar Margin” shall have the meaning provided in section 2.8(j).

“Applicable Facility Fee Rate” shall have the meaning provided in section 5.1(b).

“Applicable Lending Office” shall mean, with respect to each Lender, (i) such Lender’s Domestic Lending Office in the case of Borrowings under the Domestic Revolving Facility consisting of Domestic Prime Rate Loans, (ii) such Lender’s Eurodollar Lending Office in the case of Borrowings under the Domestic Revolving Facility or the Canadian Revolving Facility consisting of Eurodollar Loans, (iii) the Domestic Lending Office of the Swing Line Lender in the case of Borrowings of Swing Line Revolving Loans from the Swing Line Lender, and (iv) such Lender’s Canadian Lending Office in the case of Borrowings consisting of Canadian Revolving Loans that are not Eurodollar Loans; provided that a Canadian Facility Lender that makes a Canadian Revolving Loan denominated in Dollars may, in addition, by notice to the Canadian Administrative Agent designate a branch, affiliate or correspondent office as its Applicable Lending Office with respect to Canadian Revolving Loans denominated in Dollars.

“Asset Sale” shall mean the sale, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, and liquidations of a corporation, partnership or limited liability company of the interests therein of a Borrower, or any of its Subsidiaries) by a Borrower or any of its Subsidiaries to any person of any of their respective assets, other than (i) the sale of inventory in the ordinary course of business of such Credit Party and (ii) the sale of Receivables Facility Assets pursuant to a Qualified Receivables Transaction.

“Assignment and Assumption Agreement” shall mean an Assignment and Assumption Agreement substantially in the form of Exhibit E hereto.

“Authorized Officer” shall mean any officer or employee of the Borrowers designated as such in writing to the Administrative Agents by the Borrowers.

“Bankruptcy Code” shall have the meaning provided in section 12.1(g).

“Basis Point” shall mean one one-hundredth of one percent (0.01%).

“Borrower” shall mean any of the Domestic Facility Borrowers and the Canadian Facility Borrowers, as applicable, and “Borrowers” shall mean, collectively, the Domestic Facility Borrowers and the Canadian Facility Borrowers.

“Borrowing” shall mean (i) the incurrence of Domestic Revolving Loans consisting of one Type of Loan, by a Borrower from all of the Domestic Facility Lenders on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the

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case of Eurodollar Loans the same Interest Period, (ii) the incurrence of a Swing Line Revolving Loan by a Borrower from the Swing Line Lender, or (iii) the incurrence of Canadian Revolving Loans consisting of one Type of Loan, by a Borrower from all of the Canadian Facility Lenders on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of CDOR Loans the same Interest Period.

“Business Day” shall mean (i) for all purposes other than as covered by clause (ii) or (iii) below, any day excluding Saturday, Sunday and any day which shall be in the city in which the Payment Office is located a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans or Flex Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in U.S. dollar deposits in the interbank Eurodollar market and (iii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Canadian Revolving Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Canadian Dollar deposits in Canada and, further, with respect to all notices and determinations in connection with, and payments of principal and interest on, Canadian Revolving Loans that are Eurodollar Loans, which is also a day for trading by and between banks in U.S. dollar deposits in the interbank Eurodollar market.

“Canadian Deposit Offered Rate” shall mean on any day the annual rate of interest which is the rate determined as being the arithmetic average of the quotations of all institutions listed in respect of the “BA 1 Month” Rate for Canadian Dollar denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time) as of 10:00 am Toronto, Ontario local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Canadian Administrative Agent after 10:00 am Toronto, Ontario local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); and if such rates are not available on the Reuters Screen CDOR Page on any particular day, then the Canadian Dollar Offered Rate on that day shall be calculated as the cost of funds quoted by the Canadian Administrative Agent to raise Canadian Dollars for the applicable Interest Period as of 10:00 A.M. Toronto, Ontario local time on such day for commercial loans or other extensions of credit to businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the Canadian Administrative Agent on the immediately preceding Business Day.

“Canadian Dollar” and the sign “CDN$” each shall mean lawful money of Canada.

“Canadian Facility Borrower” shall mean each of Genlyte Limited Nova Scotia, Genlyte General Nova Scotia, Canlyte, Lumec and Lumec Holding, together with their respective successors and assigns.

“Canadian Facility Guarantors” shall mean any Material Subsidiary that in accordance with section 10.12(a) executes and delivers to the Canadian Administrative Agent a Guaranty Agreement in substantially the form attached as Exhibit G-1 for the benefit of each of the Administrative Agents and each of the Canadian Facility Lenders.

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“Canadian Facility Lender” shall mean a Lender having a Canadian Revolving Commitment.

“Canadian Facility Letter of Credit” shall have the meaning provided in section 4.1.

“Canadian Facility Letter of Credit Obligor” shall have the meaning provided in section 4.1.

“Canadian Facility Letter of Credit Outstandings” shall mean, at any time, the sum, without duplication, of (i) the aggregate Stated Amount of all outstanding Canadian Facility Letters of Credit and (ii) the aggregate amount of all Unpaid Canadian Facility Drawings.

“Canadian Facility Letter of Credit Request” shall have the meaning provided in section 4.2.

“Canadian Facility Participant” shall have the meaning provided in section 4.4(a).

“Canadian Lending Office” shall mean, with respect to any Canadian Facility Lender, the office of such Lender specified as its Canadian Lending Office in Annex I or in the Assignment and Assumption Agreement pursuant to which it became a Canadian Facility Lender, or such other office or offices for Canadian Revolving Loans of such Lender as such Lender may from time to time specify to the Borrowers and the Canadian Administrative Agent.

“Canadian Prime Rate” shall mean, for any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the percentage rate per annum determined by the Canadian Administrative Agent (rounded up to two decimal places) to be the greater of (i) the rate of interest which the Canadian Administrative Agent establishes at that time as the reference rate of interest for determination of interest rates it will charge for loans in Canadian Dollars in Canada and which it refers to as its prime rate (or its equivalent or analogous such rate) or (ii) the sum of (A) the yearly rate of interest to which the one month Canadian Deposit Offered Rate is equivalent plus (B) one percent (1.0%).

“Canadian Prime Rate Loan” shall mean each Loan bearing interest at the rates provided in section 2.8(c).

“Canadian Revolving Commitment” shall mean, with respect to each Canadian Facility Lender, the amount set forth opposite such Canadian Facility Lender’s name in Annex I as its “Canadian Revolving Commitment” as the same may be reduced from time to time pursuant to any one or more of sections 6.1, 6.2 and 12.2 or adjusted from time to time as a result of assignments to or from such Canadian Facility Lender pursuant to section 15.4.

“Canadian Revolving Commitment Acceptance” shall have the meaning provided in section 2.1(f).

“Canadian Revolving Facility” shall mean the credit facility evidenced by the Total Canadian Revolving Commitment.

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“Canadian Revolving Facility Percentage” shall mean at any time for any Canadian Facility Lender, the percentage obtained by dividing such Canadian Facility Lender’s Canadian Revolving Commitment by the Total Canadian Revolving Commitment, provided, that if the Total Canadian Revolving Commitment has been terminated, the Canadian Revolving Facility Percentage for each Canadian Facility Lender shall be determined by dividing such Lender’s Canadian Revolving Commitment immediately prior to such termination by the Total Canadian Revolving Commitment immediately prior to such termination.

“Canadian Revolving Loan(s)” shall have the meaning provided in section 2.1(c).

“Canadian Revolving Note” shall have the meaning provided in section 2.6(a).

“Canlyte” shall have the meaning in the first paragraph of this Agreement.

“Capital Lease” as applied to any person shall mean any lease of any property (whether real, personal or mixed) by that person as lessee which, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that person.

“Capitalized Lease Obligations” shall mean all obligations under Capital Leases of any Credit Party, in each case taken at the amount thereof accounted for as liabilities identified as “capital lease obligations” (or any similar words) on a balance sheet of such Credit Party as prepared in accordance with GAAP.

“Cash Equivalents” shall mean any of the following:

(i)            securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(ii)           U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (x) any Lender or (y) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from ▇▇▇▇▇’▇ is at least P-1 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than 365 days from the date of acquisition;

(iii)          commercial paper issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank maturing within 365 days of the date of acquisition, commercial paper issued by, or guaranteed by, any industrial or financial company, having a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within 365 days after the date of acquisition;

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(iv)          investments in money market funds or mutual funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iii) above and (v) below; and

(v)           obligations issued or guaranteed by any state or political subdivision thereof and rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s (if rated as short-term obligations) or with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or ▇▇▇▇▇’▇, as the case may (if rated as long-term obligations).

“Cash Proceeds” shall mean, with respect to any Asset Sale, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Asset Sale, other than the portion of such deferred payment constituting interest, but only as and when so received) received by the Borrowers and/or any Subsidiary from such Asset Sale.

“CDOR Loans” shall mean each Loan bearing interest at the rates provided in section 2.8(d).

“CDOR Rate” shall mean, for a CDOR Loan, the rate per annum that is equal to the cost of raising Canadian Dollars for the applicable Interest Period as determined by the Canadian Administrative Agent; provided that such cost of funds shall not exceed the Canadian Deposit Offered Rate, plus 10 Basis Points.

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

“Change of Control” means the occurrence of any of the following:

(a)           any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for the purposes of this clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 25% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding capital stock in Genlyte Group;

(b)           individuals who constituted the Board of Directors of Genlyte Group at any given time (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Genlyte Group as approved by a vote of 66-2/3% of the directors of Genlyte Group then still in office who were either directors at such time or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;

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(c)           the adoption of a plan relating to the liquidation or dissolution of Genlyte Group; or

(d)           the merger or consolidation of Genlyte Group with or into another Person or the merger of another Person with or into Genlyte Group, or the sale of all or substantially all the assets of Genlyte Group (determined on a consolidated basis) to another Person, other than a merger or consolidation transaction in which holders of capital stock representing 100% of the ordinary voting power represented by capital stock in Genlyte Group immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least 80% of the ordinary voting power represented by, as the case may be, shares of capital stock, membership interests, partnership interests or equivalent equity interests in the surviving Person in such merger or consolidation transaction issued and outstanding immediately after such transaction and in substantially the same proportion as before the transaction.

“Chase Bank” shall mean JPMorgan Chase Bank, N.A., a national banking association and successor by merger to Bank One, N.A., together with its successors and assigns.

“Chase Bank Toronto” shall mean JPMorgan Chase Bank, N.A., Toronto Branch, a national banking association and successor by merger to ▇▇▇▇ ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, together with its successors and assigns.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Canadian Revolving Loans or Domestic Revolving Loans.

“Closing Date” shall mean the date, on or after the Effective Date, upon which the conditions specified in section 8.1 are satisfied.

“Co-Documentation Agent” shall have the meaning provided in the preamble to this Agreement.

“Co-Lead Arrangers” shall have the meaning provided in the preamble to this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. Section references to the Code are to the Code, as in effect at the Effective Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” shall mean any collateral covered by any Security Document.

“Commitment” shall mean with respect to each Lender its Domestic Revolving Commitment, if any, its Swing Line Revolving Commitment, if any, or its Canadian Revolving Commitment, if any, as the case may be.

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“Commodity Hedge Agreement” shall mean any commodity swap agreement, forward commodity purchase agreement, forward commodity option agreement or similar agreement or arrangement.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expenses of Genlyte Group and its Subsidiaries, calculated on a consolidated basis and determined in accordance with GAAP.

“Consolidated Capital Expenditures” shall mean, for any period, the sum of all expenditures for property, plant or equipment (whether paid in cash or accrued as liabilities and including in all events amounts expended or capitalized under Capital Leases and Synthetic Leases but excluding any amount representing capitalized interest) by Genlyte Group and its Subsidiaries on a consolidated basis during that period.

“Consolidated Depreciation Expense” shall mean, for any period, the consolidated depreciation expenses of Genlyte Group and its Subsidiaries, calculated on a consolidated basis and determined in accordance with GAAP.

“Consolidated EBIT” shall mean, for any period, Consolidated Net Income for such period; plus (A) the sum (without duplication) of the amounts for such period included in determining such Consolidated Net Income of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, and (iii) extraordinary and other non-recurring non-cash losses and charges; minus (B) extraordinary gains on sales of assets and other extraordinary or other non-recurring gains, of Genlyte Group and its Subsidiaries, calculated on a consolidated basis, and determined in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, Consolidated EBIT for such period; plus the sum (without duplication) of the amounts for such period included in determining Consolidated Net Income of Consolidated Depreciation Expense, and Consolidated Amortization Expense of Genlyte Group and its Subsidiaries, calculated on a consolidated basis and determined in accordance with GAAP.

“Consolidated Income Tax Expense” shall mean, for any period, all provisions for taxes based on the net income of Genlyte Group and its Subsidiaries (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), calculated on a consolidated basis and determined in accordance with GAAP.

“Consolidated Interest Coverage Ratio” shall mean, for any Testing Period the ratio of (i) Consolidated EBIT for such Testing Period, to (ii) Consolidated Interest Expense for such Testing Period as determined at the end of any fiscal quarter.

“Consolidated Interest Expense” shall mean, for any period, the total interest expense (including that which is capitalized, that which is attributable to Capital Leases (but not to Synthetic Leases) and the pre-tax equivalent of dividends payable on Redeemable Stock that has a liquidation preference over common stock, and that which is “Yield”, as defined in the Qualified Receivables Purchase Agreement) of Genlyte Group and its Subsidiaries, calculated on a consolidated basis and determined in accordance with GAAP, with respect to all outstanding

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Indebtedness of the Genlyte Group and its Subsidiaries, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and net obligations under Financial Hedge Agreements, but excluding, however, any interest expense in respect of any amortization or write-off of deferred financing costs and any charges for prepayment penalties on prepayment of Indebtedness.

“Consolidated Net Income” shall mean for any period, the net income (or loss) of Genlyte Group and its Subsidiaries for such period taken as a single accounting period, calculated on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Worth” shall mean, as of any date, the difference between the assets and liabilities as referred on Genlyte Group’s consolidated balance sheet, determined in accordance with GAAP.

“Consolidated Total Debt” shall mean, at any time, the aggregate principal amount (or Capitalized Lease Obligation, in the case of a Capital Lease, or present value, based on the implicit interest rate, in the case of any Synthetic Lease, or the higher of liquidation value or stated value, in the case of Redeemable Stock) of all Indebtedness of Genlyte Group and its Subsidiaries, without duplication, determined on a consolidated basis, including, without limitation, the “Aggregate Capital” (as defined in the Qualified Receivables Purchase Agreement) at such time.

“Continue”, “Continuation” and “Continued” each refers to a continuation of a (i) Domestic Revolving Loan which is a Eurodollar Loan for an additional Interest Period as provided in section 2.9 or (ii) Canadian Revolving Loan which is a CDOR Loan for an additional Interest Period as provided in section 2.9.

“Convert”, “Conversion” and “Converted” each refers to a conversion of (i) Loans of one Class and of one Type into Loans of such Class of another Type, pursuant to section 2.7, 2.9(b), 2.10 or 7.2.

“Credit Documents” shall mean this Agreement, any Security Documents and the Notes and any Letter of Credit Documents.

“Credit Party” shall mean each of the Borrowers, the Guarantors and any other Subsidiary that is a party to any of the Credit Documents.  Without limiting the generality of the preceding sentence, the Receivables Facility Subsidiary shall not be deemed to be a Credit Party.

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

“Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.

“Dollars”, “U.S. dollars”, “dollars” and the sign “$” each means lawful money of the United States.

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“Domestic Facility Borrower” shall mean Genlyte Group, Genlyte ▇▇▇▇▇▇, Genlyte Holdings, and Genlyte Lighting and its successors and assigns, together with such Wholly-Owned Subsidiaries of Genlyte Group as may from time to time execute an Additional Borrower Joinder which is accepted by the Administrative Agents and the Required Lenders pursuant to section 1.5 of this Agreement and otherwise satisfies the terms and conditions of this Agreement.

“Domestic Facility Guarantors” shall mean Genlyte Intangible Inc., Shakespeare Composite Structures LLC, GTG Intangible and Genlyte Canadian Holdings, LLC, and their respective successors and assigns, and any other Material Subsidiary, and its respective successors and assigns, that in accordance with section 10.12(a) executes and delivers to the Administrative Agents a Guaranty Agreement in substantially the form attached as Exhibit G-2 for the benefit of each of the Administrative Agents and each of the Lenders.

“Domestic Facility Lender” shall mean a Lender having a Domestic Revolving Commitment.

“Domestic Facility Letter of Credit” shall have the meaning provided in section 3.1.

“Domestic Facility Letter of Credit Exposure” means, at any time, the aggregate undrawn amount of all Domestic Facility Letter of Credit Outstandings at such time.  The Domestic Facility Letter of Credit Exposure of any Domestic Facility Lender at any time will be its Domestic Revolving Facility Percentage of the total Domestic Facility Letter of Credit Exposure at such time.

“Domestic Facility Letter of Credit Obligor” shall have the meaning provided in section 3.1.

“Domestic Facility Letter of Credit Outstandings” shall mean, at any time, the sum, without duplication, of (i) the aggregate Stated Amount of all outstanding Domestic Facility Letters of Credit and (ii) the aggregate amount of all Unpaid Domestic Facility Drawings.

“Domestic Facility Letter of Credit Request” shall have the meaning provided in section 3.2.

“Domestic Facility Participant” shall have the meaning provided in section 3.4(a).

“Domestic Lending Office” shall mean, with respect to any Domestic Facility Lender, the office of such Lender specified as its Domestic Lending Office in Annex I or in the Assignment and Assumption Agreement pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Domestic Administrative Agent.

“Domestic Prime Rate” shall mean, for any period, (a) except in the case of Canadian Revolving Loans denominated in Dollars, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the greater of (i) the rate of interest established by National City Bank at its principal office in Cleveland, Ohio, from time to time, as its prime rate, whether or not publicly announced, which interest rate may or

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may not be the lowest rate charged by it for commercial loans or other extensions of credit; and (ii) the Federal Funds Effective Rate in effect from time to time plus 1/2 of 1% per annum, and (b) in the case of Canadian Revolving Loans denominated in Dollars, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the greater of (i) the rate of interest established by Chase Bank at its principal office in New York, New York, from time to time, as its prime rate, whether or not publicly announced, which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; and (ii) the Federal Funds Effective Rate in effect from time to time plus 1/2 of 1% per annum.

“Domestic Prime Rate Loan” shall mean each Loan bearing interest at the rate provided in section 2.8(a).

“Domestic Revolving Commitment” shall mean, with respect to each Domestic Facility Lender, the amount set forth opposite such Lender’s name in Annex I as its “Domestic Revolving Commitment” as the same may be reduced from time to time pursuant to any one or more of sections 6.1, 6.2 and 12.2 or adjusted from time to time as a result of assignments to or from such Lender pursuant to section 15.4.

“Domestic Revolving Commitment Acceptance” shall have the meaning provided in section 2.1(e).

“Domestic Revolving Facility” shall mean the credit facility evidenced by the Total Domestic Revolving Commitment.

“Domestic Revolving Facility Percentage” shall mean at any time for any Domestic Facility Lender, the percentage obtained by dividing such Lender’s Domestic Revolving Commitment by the Total Domestic Revolving Commitment, provided, that if the Total Domestic Revolving Commitment has been terminated, the Domestic Revolving Facility Percentage for each Domestic Facility Lender shall be determined by dividing such Lender’s Domestic Revolving Commitment immediately prior to such termination by the Total Domestic Revolving Commitment immediately prior to such termination.

“Domestic Revolving Loan” shall have the meaning provided in section 2.1(a).

“Domestic Revolving Note” shall have the meaning provided in section 2.6(a).

“Domestic Subsidiary” shall mean any Subsidiary organized under the laws of the United States of America, any State thereof, the District of Columbia, or any United States possession, the chief executive office and principal place of business of which is located in, and which conducts the majority of its business within, the United States of America and its territories and possessions.

“Effective Date” shall have the meaning provided in section 15.10.

“Eligible Transferee” shall mean and include a commercial bank, financial institution or other “accredited investor” (as defined in SEC Regulation D), in each case which is identified in

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a written notice from the Domestic Administrative Agent or a requesting Lender to the Borrowers, and not disapproved in writing by Genlyte Group in a notice given to the Domestic Administrative Agent and any such requesting Lender, specifying the reasons for such disapproval, within five Business Days following the receipt by the Borrowers of such notice disclosing the identity of any proposed transferee (any such disapproval by Genlyte Group must be reasonable), provided that Genlyte Group shall not be entitled to exercise the foregoing right of disapproval if and so long as any Default under section 12.1(a) or an Event of Default shall have occurred and be continuing, unless a Borrower would incur additional costs, withholding obligations or other reimbursement obligations under any one or more of section 2.10, section 3.5, section 4.5 and section 7.4(a) that are not then being paid or performed in respect of the transferring Lender and such Borrower has not otherwise exercised its right to replace such Eligible Transferee under section 7.4(b), in which case Genlyte Group will be entitled to exercise the foregoing right of disapproval.

“Employee Plans” shall have the meaning provided in section 9.14(b).

“Environmental Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law (hereafter “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or Release (as defined in CERCLA) of any Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

“Environmental Law” shall mean any applicable Federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment issued to or rendered against a Borrower or any of its Subsidiaries relating to the environment, employee health and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

“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. Section references to ERISA are to ERISA, as in effect at the Effective Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

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“ERISA Affiliate” shall mean each person (as defined in section 3(9) of ERISA) which together with a Borrower or any or their respective Subsidiaries would be deemed to be a “single employer” (i) within the meaning of section 414(b), (c), (m) or (o) of the Code or (ii) as a result of that Borrower’s or that Subsidiary’s being or having been a general partner of such person.

“Eurodollar Lending Office” shall mean, with respect to any Domestic Facility Lender, the office of such Lender specified as its Eurodollar Lending Office in Annex I or in the Assignment and Assumption Agreement pursuant to which it became a Lender, or such other office or offices for Eurodollar Loans of such Lender as such Lender may from time to time specify to the Borrowers and the Domestic Administrative Agent.

“Eurodollar Loans” shall mean each Loan bearing interest at the rates provided in section 2.8(b).

“Eurodollar Rate” shall mean with respect to each Interest Period for a Eurodollar Loan, (i) the rate per annum which appears on page 5 of the Telerate Screen for Eurodollar loans (or on any successor or substitute page, or on any electronic publication of a recognized service organization providing comparable rate quotations, in any case as determined from time to time by, as applicable, the Domestic Administrative Agent or the Canadian Administrative Agent) for deposits of $1,000,000 in same day funds for a maturity corresponding to such Interest Period, as of 11:00 A.M. (as the case may be, Cleveland, Ohio or Toronto, Ontario time) on the date which is two Business Days prior to the commencement of such Interest Period, divided (and rounded upward to the nearest 1/16th of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets which may be available from time to time) applicable to, as the case may be, any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D) or any Canadian Facility Lender.

In the event that such rate is not available at such time for any reason, the rate referred to in clause (i) above shall be the interest rate per annum equal to the average (rounded upward to the nearest 1/16th of 1% per annum), of the rate per annum at which Dollar deposits of $1,000,000 for a maturity corresponding to the Interest Period are offered to each of the Reference Banks by prime banks in the London interbank Eurodollar market, determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period.

“Event of Default” shall have the meaning provided in section 12.1.

“Excluded Taxes” shall mean, with respect to any Lender,

(i)                                     any income or franchise tax imposed on or measured by the net income or net profits, receipts, capital or net worth of such Lender (a) pursuant to, in the case of a Domestic Facility Lender, the laws of the United States and, in the case of a Canadian Facility Lender, the laws of Canada (or of any jurisdiction within, as the case may be, the United States or Canada, except to the extent that such jurisdiction within the United States or

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Canada imposes such tax solely in connection with such Lender’s enforcement of its rights or exercise of its remedies under the Credit Documents), (b) pursuant to the laws of the jurisdiction under which such Lender is organized, (c) pursuant to the laws of the jurisdiction in which the principal office of such Lender is located, or (d) pursuant to the laws of the jurisdiction in which the Applicable Lending Office of such Lender is located,

(ii)                                  any branch profits tax imposed pursuant to, in the case of a Domestic Facility Lender, the laws of the United States and, in the case of a Canadian Facility Lender, the laws of the Dominion of Canada or similar tax pursuant to the laws of any other jurisdiction described in clause (i), above, and

(iii)                               in the case of any Foreign Lender, any withholding tax that (a) is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or designates a new Applicable Lending Office or (b) is attributable to such Foreign Lender’s failure to comply with its obligations under section 7.4(c).

Notwithstanding the foregoing, (A) any tax (even if imposed on or measured by income, profits or receipts) payable pursuant to paragraph (ii) of section 7.4(a) shall not be an Excluded Tax, and (B) a withholding tax will not be an Excluded Tax to the extent that (1) it is imposed on amounts payable to a Foreign Lender by reason of an assignment made to such Foreign Lender at the Borrowers’ request pursuant to section 7.4(b), (2) it is imposed on amounts payable to a Foreign Lender by reason of any other assignment and does not exceed that amount for which the assignor would have been indemnified under section 7.4(a), or (3) in the case of designation of a new Applicable Lending Office, it does not exceed the amount for which such Foreign Lender would have been indemnified if it had not designated a new Applicable Lending Office.

“Existing Credit Agreement”, “Existing Letters of Credit”, “Existing Canadian Revolving Loans”, “Existing Canadian Letters of Credit”, “Existing Domestic Revolving Loans”, “Existing Domestic Letters of Credit”, “Existing Domestic Term Loans” and “Existing Domestic Term Loan Lenders” shall have the meanings provided in the Preliminary Statements.

“Existing Indebtedness” shall have the meaning provided in section 9.18.

“Existing Indebtedness Agreements” shall have the meaning provided in section 9.18.

“Facility” shall mean the Domestic Revolving Facility, the Swing Line Revolving Facility, or the Canadian Revolving Facility, as applicable.

“Facility Fee” shall have the meaning provided in section 5.1(a).

“Facing Fee” shall have the meaning provided in section 5.2(c).

“Federal Funds Effective Rate” shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding

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Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Domestic Administrative Agent from three Federal Funds brokers of recognized standing selected by, as applicable, the Domestic Administrative Agent or the Canadian Administrative Agent.

“Fee Letter” shall have the meaning provided in section 5.2(b).

“Fees” shall mean all amounts payable pursuant to, or referred to in, section 5.

“Financial Hedge Agreement” shall mean (i) any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or other similar agreement or arrangement; and (ii) any currency swap agreement, forward currency purchase agreement or similar agreement or arrangement.

“Financial Projections” shall have the meaning provided in section 9.8(b).

“Flex Eurodollar Loan” shall mean each Swing Line Revolving Loan bearing interest at the rates provided in section 2.8(e).

“Flex Eurodollar Rate” shall mean for each day on which a Flex Eurodollar Loan is outstanding, (i) the rate per annum determined by the Domestic Administrative Agent to appear on such date on page 5 of the Telerate Screen for Eurodollar loans (or on any successor or substitute page, or on any electronic publication of a recognized service organization providing comparable rate quotations, in any case as determined from time to time by the Domestic Administrative Agent) for deposits of $1,000,000 in same day funds, for a maturity corresponding to an Interest Period of one month, as of 11:00 A.M. (Cleveland, Ohio time), with each such Flex Eurodollar Rate being re-determined in such manner on each Business Day on which such Flex Eurodollar Loan is outstanding, divided (and rounded upward to the nearest 1/16th of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets which may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

In the event that such rate is not available at such time for any reason, the rate referred to in clause (i) above shall be the interest rate per annum equal to the average (rounded upward to the nearest 1/16th of 1% per annum), of the rate per annum at which Dollar deposits of $1,000,000 for a maturity corresponding to the one-month Interest Period are offered to each of the Reference Banks by prime banks in the London interbank Eurodollar market, determined as of 11:00 A.M. (London time) on each day that such Flex Eurodollar Loan is outstanding and being re-determined on a daily basis as provided above.

“Foreign Borrower” shall mean any Borrower which is a Foreign Subsidiary.

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“Foreign Lender” shall mean, as to Domestic Facility Lenders, any Lender that is organized under the laws of a jurisdiction outside of the United States; and, as to Canadian Facility Lenders, any Lender that is organized under the laws of a jurisdiction outside of Canada.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“GAAP” shall mean accounting principles generally accepted in the United States as in effect from time to time; it being understood and agreed that determinations in accordance with GAAP for purposes of section 11, including defined terms as used therein, are subject (to the extent provided therein) to sections 1.3 and 15.7(a).

“Genlyte Group” shall have the meaning in the first paragraph of this Agreement.

“Genlyte General Nova Scotia” shall have the meaning provided in the first paragraph of this Agreement.

“Genlyte Limited Nova Scotia” shall have the meaning provided in the first paragraph of this Agreement.

“Genlyte ▇▇▇▇▇▇” shall have the meaning provided in the first paragraph of this Agreement.

“GTG Intangible” shall mean GTG Intangible Holdings, LLP, a Delaware limited liability company, its successor and assigns.

“Guaranteed Obligations” shall have the meaning provided in section 14.1.

“Guaranties” shall mean each of the Guaranty Agreements, of even date herewith, in favor of the applicable Administrative Agents and the applicable Lenders from one of the Guarantors, and any other Guaranty Agreements executed after the date hereof by another Guarantor as the same may be amended or modified from time to time.

“Guarantor” shall mean any of the Domestic Facility Guarantors and the Canadian Facility Guarantors and “Guarantors” shall mean, collectively, the Domestic Facility Guarantors and the Canadian Facility Guarantors.  Without limiting generality of the preceding sentence, the Receivables Facility Subsidiary shall not be a Guarantor.

“Guaranty Obligations” shall mean as to any person (without duplication) any obligation of such person guaranteeing any Indebtedness (“primary Indebtedness”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such person, whether or not contingent, (a) to purchase any such primary Indebtedness 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 Indebtedness 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 Indebtedness of the ability of the primary obligor to make payment of such primary Indebtedness, or (d) otherwise to assure or hold

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harmless the owner of such primary Indebtedness against loss in respect thereof, provided, however, that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary Indebtedness in respect of which such Guaranty Obligation is made 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.

“Hazardous Materials” shall mean (i) any petrochemical or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (ii) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “restricted hazardous materials”, “extremely hazardous wastes”, “restrictive hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar meaning and regulatory effect, under any applicable Environmental Law.

“Hedge Agreement” shall mean any Commodity Hedge Agreement and any Financial Hedge Agreement.

“Increased Commitment Canadian Facility Lender” shall have the meaning provided in section 2.1(f).

“Increased Commitment Domestic Facility Lender” shall have the meaning provided in section 2.1(e).

“Indebtedness” of any person shall mean without duplication:

(i)            all indebtedness of such person for borrowed money;

(ii)           all bonds, notes, debentures and similar debt securities of such person;

(iii)          the deferred purchase price of capital assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such person;

(iv)          the face amount of all letters of credit issued for the account of such person and, without duplication, all drafts drawn thereunder;

(v)           all obligations, contingent or otherwise, of such person in respect of bankers’ acceptances;

(vi)          all Indebtedness of a second person secured by any Lien on any property owned by such first person, whether or not such Indebtedness has been assumed;

(vii)         all Capitalized Lease Obligations of such person;

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(viii)        the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases of such person;

(ix)           all net obligations of such person under Hedge Agreements;

(x)            the full outstanding balance of trade receivables, notes or other instruments sold with full recourse for amounts that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the applicable obligor thereof (and the portion thereof subject to potential recourse for such amounts, if sold with limited recourse), other than in any such case any thereof sold solely for purposes of collection of delinquent accounts;

(xi)           the stated value, or liquidation value if higher, of all Redeemable Stock of such person; and

(xii)          all Guaranty Obligations of such person of any indebtedness or other obligation of the type described in clauses (i) through (xi) above;

provided that (a) neither trade payables nor other similar accrued expenses, in each case arising in the ordinary course of business, nor obligations in respect of insurance policies or performance or surety bonds which themselves are not guarantees of Indebtedness (nor drafts, acceptances or similar instruments evidencing the same nor obligations in respect of letters of credit supporting the payment of the same) that are no more than forty-five days delinquent, shall constitute Indebtedness; and (b) the Indebtedness of any person shall in any event include (without duplication) the Indebtedness of any other entity (including any general partnership in which such person is a general partner) to the extent such person is liable thereon as a result of such person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide expressly that such person is not liable thereon.

“Interest Period” with respect to any Eurodollar Loan and any CDOR Loan shall mean the interest period applicable thereto, as determined pursuant to section 2.9; provided, however, that for purposes of determining the fluctuating rate of interest applicable to Flex Eurodollar Loans, “Interest Period” shall mean one month.

“Leaseholds” of any person means all the right, title and interest of such person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” shall have the meaning provided in the first paragraph of this Agreement, and shall include any Domestic Facility Lender and any Canadian Facility Lender.

“Lender Default” shall mean (i) the refusal (which has not been retracted) of a Lender in violation of its obligations under this Agreement to make available its portion of any incurrence of Loans, to fund its portion of any Swing Line Participation Amount under section 2.5(b), or to fulfill is obligations as a Participant with respect to Letters of Credit under section 3.4 or Section 4.4  (ii) a Lender having notified the Administrative Agents and/or the Borrowers that it does not intend to comply with such obligations, in the case of either (i) or (ii) as a result of the

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appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority.

“Lender Register” shall have the meaning provided in section 15.16.

“Letter of Credit” shall mean a Domestic Facility Letter of Credit or a Canadian Facility Letter of Credit, as applicable, and “Letters of Credit” shall mean, collectively, the Domestic Facility Letters of Credit and Canadian Facility Letters of Credit and shall include without limitation the Existing Letters of Credit.

“Letter of Credit Documents” shall have the meaning provided in section 3.2(a).

“Letter of Credit Fee” shall have the meaning provided in section 5.2(b).

“Letter of Credit Issuer” shall have the meaning provided in the first paragraph of this Agreement, together with such other Lender that is requested, and agrees, to so act by the Borrowers, and is approved by the Administrative Agents.

“Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien, lease or charge of any kind (including any agreement or consignment arrangement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

“Loan” shall have the meaning provided in section 2.1 and shall include any Domestic Revolving Loan, Swing Line Revolving Loan, or Canadian Revolving Loan, as the case may be.

“Lumec” shall have the meaning in the first paragraph of this Agreement.

“Lumec Holding” shall have the meaning in the first paragraph of this Agreement.

“Margin Stock” shall have the meaning provided in Regulation U.

“Material Adverse Effect” shall mean any or all of the following:  (i) any material adverse effect on the business, operations, property, prospects, assets, liabilities or condition (financial or otherwise) of, when used with reference to the Borrowers, or any of their respective Subsidiaries, the Borrowers and such Subsidiaries, taken as a whole, or when used with reference to any other person, such person and its Subsidiaries, taken as a whole, as the case may be; (ii) any material adverse effect on the ability of each of the Credit Parties to perform its obligations under the Credit Documents to which it is a party; (iii) any material adverse effect on the ability of the Borrowers, the Guarantors and their respective Subsidiaries, taken as a whole, to pay their liabilities and obligations as they mature or become due; or (iv) any material adverse effect on the validity, effectiveness or enforceability, as against any Credit Party, of any of the Credit Documents to which it is a party.

“Material Subsidiary” shall mean, at any time, any Subsidiary of Genlyte Group (i) that has assets at such time comprising three percent (3%) or more of the consolidated assets of Genlyte Group, or (ii) whose operations in the current fiscal year are expected to, or whose

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operations in the most recent fiscal year did (or would have if such person had been a Subsidiary for such entire fiscal year), represent three percent (3%) or more of the consolidated earnings before interest, taxes, depreciation and amortization of Genlyte Group for such fiscal year; provided, however, that notwithstanding the foregoing , the term “Material Subsidiary” shall (a) include, without limitation, Genlyte ▇▇▇▇▇▇, Genlyte Holdings, Genlyte Lighting, Genlyte Limited Nova Scotia, Genlyte General Nova Scotia, Genlyte Canadian Holdings, LLC, Genlyte Intangible Inc., Shakespeare Composite Structures LLC, GTG Intangible, Genlyte International Acquisitions LP, Canlyte Inc., Ledalite Architectural Products LP, Lumec Holding Corp., Lumec Inc., GTG International Acquisitions LP, Genlyte ▇▇▇▇▇▇ Group Nova Scotia ULC and any other Subsidiary which becomes a Borrower hereunder and (b) not include the Receivables Facility Subsidiary.

“Maturity Date” shall mean October 31, 2010, or such earlier date on which the Total Revolving Commitment is terminated.

“Minimum Borrowing Amount” shall mean (i) for Domestic Revolving Loans that are (A) Domestic Prime Rate Loans, $500,000, with minimum increments thereafter of $100,000, or (B) Eurodollar Loans, $2,000,000, with minimum increments thereafter of $1,000,000; (ii) for Swing Line Revolving Loans, $500,000, with minimum increments thereafter of $100,000; and (iii) for Canadian Revolving Loans that are (A) Canadian Prime Rate Loans, CDN$500,000, with minimum increments thereafter of CDN$100,000, (B) CDOR Loans, CDN$2,000,000, with minimum increments thereafter of CDN$500,000, (C) Domestic Prime Rate Loans, $500,000, with minimum increments thereafter of $100,000, or (D) Eurodollar Loans, $2,000,000, with minimum increments thereafter of $1,000,000.

“Moody’s” shall mean ▇▇▇▇▇’▇ Investors Service, Inc. and its successors.

“Multiemployer Plan” shall mean a multiemployer plan, as defined in section 4001(a)(3) of ERISA to which a Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” shall mean an employee benefit plan, other than a Multiemployer Plan, to which a Borrower or any ERISA Affiliate, and one or more employers other than the Borrowers or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which a Borrower or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“NCB” shall mean National City Bank of Kentucky, a national banking association, together with its successors and assigns.

“Net Cash Proceeds” shall mean, with respect to any Asset Sale, the Cash Proceeds resulting therefrom net of (i) commissions, cost valuations and other reasonable and customary expenses of sale incurred in connection with such Asset Sale, and other reasonable and customary fees and expenses incurred, and all state, and local taxes paid or reasonably estimated to be payable by such person, as a consequence of such Asset Sale and the payment of principal,

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premium and interest of Indebtedness secured by the asset which is the subject of the Asset Sale and required to be, and which is, repaid under the terms thereof as a result of such Asset Sale, (ii) amounts of any distributions payable to holders of minority interests in the relevant person or in the relevant property or assets and (iii) incremental income taxes paid or payable as a result thereof.

“Non-Defaulting Lender” shall mean each Lender other than a Defaulting Lender.

“Non-Increasing Canadian Facility Lender” shall have the meaning provided in section 2.1(f).

“Non-Increasing Domestic Facility Lender” shall have the meaning provided in section 2.1(e).

“Note” shall mean a Domestic Revolving Note, a Swing Line Revolving Note or a Canadian Revolving Note.

“Notice of Borrowing” shall have the meaning provided in section 2.3(a).

“Notice of Continuation” shall have the meaning provided in section 2.9(a).

“Notice of Conversion” shall have the meaning provided in section 2.7.

“Notice Office” shall mean (i) with respect to the Domestic Administrative Agent, the office of the Domestic Administrative Agent at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Agent Services Division, Locator number 3028 (facsimile: (▇▇▇) ▇▇▇-▇▇▇▇), or such other office, located in a city in the United States Eastern Time Zone, as the Domestic Administrative Agent may designate to the Borrowers or Lenders from time to time and (ii) with respect to the Canadian Administrative Agent, the office of the Canadian Administrative Agent at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (facsimile: (▇▇▇) ▇▇▇-▇▇▇▇), or such other office as the Canadian Administrative Agent may designate to the Borrowers or Lenders from time to time.

“Notice of Swing Line Refunding” shall have the meaning provided in section 2.5(a).

“Obligations” shall mean (a) all amounts, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by any of the Borrowers or any other Credit Party to either Administrative Agent or any Lender pursuant to the terms of this Agreement or any other Credit Document and (b) all amounts direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by Genlyte Group or any of its Material Subsidiaries under and pursuant to a Specified Hedge Agreement; provided, that (i) Obligations of Genlyte Group or any Material Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed, (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements (other than, as to any such holders that are Lenders, in their capacity as Lenders hereunder), and (iii) the amount

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of Obligations under any Specified Hedge Agreement that is guaranteed and secured by the Security Documents shall not exceed the amount that would be payable (or would permit the Lender or Lender Affiliate counterparty thereto to cause to become payable) by, as the case may be, Genlyte Group or its Material Subsidiary that is party thereto (after giving effect to any netting agreement) upon the occurrence of any default or other termination thereunder (after notice and opportunity to cure to the extent, if any, provided for in such Specified Hedge Agreement).

“Operating Lease” as applied to any person shall mean any lease of any property (whether real, personal or mixed) by that person as lessee which, in conformity with GAAP, is not accounted for as a Capital Lease on the balance sheet of that person.

“Participant” shall mean a Domestic Facility Participant and/or a Canadian Facility Participant, as applicable.

“Payment Office” shall mean (i) with respect to Borrowings under the Domestic Revolving Facility or the Swing Line Revolving Facility, the office of the Domestic Administrative Agent at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Agent Services Division, Locator number 3028 (facsimile: (▇▇▇) ▇▇▇-▇▇▇▇), or such other office, located in a city in the United States Eastern Time Zone, as the Domestic Administrative Agent may designate to the Borrowers or Domestic Facility Lenders from time to time and (ii) with regard to Borrowings under the Canadian Revolving Facility, the office of the Canadian Administrative Agent at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (facsimile: (▇▇▇) ▇▇▇-▇▇▇▇), or such other office as the Canadian Administrative Agent may designate to the Borrowers or Canadian Facility Lenders from time to time.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to section 4002 of ERISA, or any successor thereto.

“Permitted Acquisition” shall mean and include any Acquisition as to which all of the following conditions are satisfied:

(i)            such Acquisition involves a line or lines of business which is complementary to the lines of business in which a Borrower or any of its Material Subsidiaries, as the case may be, making the Acquisition is engaged on the Effective Date, unless the Required Lenders specifically approve or consent to such Acquisition in writing;

(ii)           such Acquisition is not actively opposed by the Board of Directors (or similar governing body) of the selling person or the person whose equity interests are to be acquired, unless all of the Lenders specifically approve or consent to such Acquisition in writing; and

(iii)          Genlyte Group has reasonably determined that, on a pro forma basis, such Acquisition is not likely to cause a breach of the financial covenants contained in sections 11.7 and 11.8;

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provided, that the term Permitted Acquisition specifically excludes any loans, advances or minority investments otherwise permitted pursuant to section 11.5.

“Permitted Liens” shall mean Liens described in section 11.3.

“Person” or “person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” shall mean any pension plan as defined in section 3(2) of ERISA and any multiemployer or single-employer plan as defined in section 4001 of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute by) a Borrower or any Subsidiary or an ERISA Affiliate, and each such plan for the five year period immediately following the latest date on which a Borrower or any Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

“Pledge Agreement” shall mean each Pledge Agreement between Genlyte Group, Genlyte ▇▇▇▇▇▇, Genlyte Intangible Inc., Canlyte, Lumec Holding or other Credit Party, and the Administrative Agents, as collateral agents, as the same may be amended or modified from time to time, which secures the Obligations.

“Pledged Entity” shall mean each Person, the capital stock or other equity or ownership interests of which has been pledged under a Pledge Agreement.

“Principal Officer” shall mean any officer of a Borrower whose title is (including any title which is substantially the same as): (i) Chief Executive Officer, (ii) President, (iii) Chief Financial Officer or Vice President-Finance, or (iv) Treasurer.

“Prohibited Transaction” shall mean a transaction with respect to a Plan that is prohibited under section 4975 of the Code or section 406 of ERISA and not exempt under section 4975 of the Code or section 408 of ERISA.

“Purchase Date” shall have the meaning provided in section 2.5(b).

“Qualified Receivables Facility Requirements” means, with respect to any accounts receivable securitization facility entered into by Genlyte Group and any one or more of its Subsidiaries after the Closing Date, the following requirements:

(i)            Genlyte Group shall have delivered to the Administrative Agent (A) no later than ten (10) Business Days prior to the effective date of such accounts receivable securitization facility (or such lesser period as the Administrative Agents may approve in writing), drafts of any and all documents evidencing, securing or otherwise governing such accounts receivable securitization facility and (B) no later than three (3) Business Days prior to the effective date of such accounts receivable securitization facility (or such lesser period as the Administrative Agents may approve in writing), final versions of all such documents;

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(ii)           the “seller” (or equivalent party otherwise named) to Persons who are not Affiliates of Genlyte Group of accounts receivable under such accounts receivable securitization facility is a Receivables Facility Subsidiary.

(iii)          the maximum amount of “capital” (or equivalent term used to describe obligations outstanding under such accounts receivable securitization facility that would be characterized as loan principal if such accounts receivable securitization facility were structured as a secured lending facility rather than as a purchase facility) that is permitted to be outstanding at any time shall not be greater than $110,000,000;

(iv)          the scheduled maturity of such accounts receivable securitization facility shall not be earlier than 362 days after the initial effective date of such accounts receivable securitization facility;

(v)           the Receivables Facility Subsidiary thereunder is required to apply all funds available to it (after giving effect to the allocation of funds to reserves required under the terms of such accounts receivable securitization facility and to the payment of interest, principal and other amounts owed under such accounts receivable securitization facility) to pay the purchase price for accounts receivable;

(vi)          the Administrative Agents are satisfied that the “amortization events” (or equivalent term used to describe default or termination events in respect of such accounts receivable securitization facility) in such accounts receivable securitization facility shall not be made more onerous on Genlyte Group and its Subsidiaries that are party thereto in any material respect than those contained in the Qualified Receivables Purchase Agreement, as it provides on the date of this Agreement (or is modified in accordance with the provisions of this Agreement);

(vii)         the Administrative Agents are satisfied that the degree of recourse to Genlyte Group and Subsidiaries party thereto under or in respect of such accounts receivable securitization facility shall not be increased in any material respect from the degree of recourse to Genlyte Group and its Subsidiaries that are parties to the Qualified Receivables Sale Agreement, the Qualified Receivables Purchase Agreement and the other Transaction Documents, as they provide on the date of this Agreement (or are modified in accordance with the provisions of this Agreement), and in no event shall Genlyte or any of its Subsidiaries (other than the Receivables Facility Subsidiary) have recourse liability under such accounts receivable securitization facility, other than Standard Securitization Undertakings;

(viii)        the Administrative Agents are satisfied that the covenants of Genlyte Group and its Subsidiaries that are party to such accounts receivable securitization facility shall not be made more restrictive (whether through the modification of existing covenants or the provision of additional covenants) to Genlyte Group and such Subsidiaries in any material respect than those contained in the Qualified Receivables Sale Agreement, the Qualified Receivables Purchase Agreement and the other Transaction Documents, as they provide on the date of this Agreement (or are modified in accordance with the provisions of this Agreement); provided that any such

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modification that conforms such covenants of such parties to such accounts receivable securitization facility to the covenants of the Borrowers contained in this Agreement shall not be deemed to make such covenants more restrictive for the purposes of this clause (viii);

(ix)           the Administrative Agents are satisfied that such accounts receivable securitization facility does not, in any material respect, provide for the transfer of, or the grant of a Lien in, (A) any property of any Credit Party, other than the Subsidiaries that are parties to such accounts receivable securitization facility or (B) any property of Genlyte Group or any of its Subsidiaries that is not of the type or category of property transferred or encumbered pursuant to, as the case may be, the Qualified Receivables Sale Agreement, the Qualified Receivables Purchase Agreement and the other Transaction Documents, as they provide on the date of this Agreement (or are modified in accordance with the provisions of this Agreement); and

(x)            the parties to this Agreement shall have executed and delivered to the Administrative Agents such amendment to this Agreement as the Administrative Agents deem reasonably necessary to amend the meanings of defined terms used in this Agreement that are defined by reference to the Qualified Receivables Purchase Agreement, as it provides on the date of this Agreement (or is modified in accordance with the provisions of this Agreement), to conform to the equivalent terms defined in the documents evidencing, securing or otherwise governing such accounts receivable securitization facility.

“Qualified Receivables Transaction” means (i) collectively, the transactions entered into by the Receivables Facility Subsidiary and Genlyte Group, Genlyte ▇▇▇▇▇▇ and certain of Genlyte ▇▇▇▇▇▇’ Subsidiaries pursuant to, collectively, the Qualified Receivables Sale Agreement, the Qualified Receivables Purchase Agreement and the other Transaction Documents and (ii) any replacement accounts receivable securitization facility that meets the Qualified Receivables Facility Requirements.

“Qualified Receivables Purchase Agreement” means the Receivables Purchase Agreement dated as of August 2, 2004 among the Receivables Facility Subsidiary, as seller, Genlyte ▇▇▇▇▇▇, as servicer, Jupiter Securitization Corporation, the banks and other financial institutions party thereto and Chase Bank, as successor by merger to Bank One, NA (Main Office Chicago), as agent, as such agreement may be amended, restated or otherwise modified from time to time in accordance with the provisions of this Agreement.

“Qualified Receivables Sale Agreement” means the Receivables Sale Agreement dated as of August 2, 2004, among Genlyte ▇▇▇▇▇▇ and certain of its Subsidiaries from time to time party thereto, as sellers, and the Receivables Facility Subsidiary, as purchaser, as such agreement may be amended, restated or otherwise modified from time to time in accordance with the provisions of this Agreement.

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

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“Real Property” of any person shall mean all of the right, title and interest of such person in and to land, improvements and fixtures, including Leaseholds.

“Receivables” shall have the meaning provided in the Qualified Receivables Purchase Agreement.

“Receivables Facility Assets” means, collectively, (i) all Receivables which are described as being transferred by Genlyte ▇▇▇▇▇▇ or certain of its Subsidiaries or the Receivables Facility Subsidiary pursuant to a Qualified Receivables Transaction, (ii) all Related Security (as defined in the Qualified Receivables Purchase Agreement), and (iii) all Collections (as defined in the Qualified Receivables Purchase Agreement) and other proceeds of such Receivables.

“Receivables Facility Subsidiary” means (i) Genlyte Receivables Corporation, a Delaware corporation, that is a bankruptcy-remote, special purpose, Wholly-Owned Subsidiary of Genlyte Group created in connection with the Qualified Receivables Transaction that is effective on the Closing Date, which Subsidiary shall engage in no activities other than those incidental to such Qualified Receivables Transaction and which is designated as a Receivables Facility Subsidiary therefor by Genlyte Group’s Board of Directors and (ii) with respect to any other Qualified Receivables Transaction entered into by Genlyte Group or any of its Subsidiaries after the Closing Date, any other bankruptcy-remote, special purpose, Wholly-Owned Domestic Subsidiary of Genlyte Group which engages in no activities other than those incidental to the Qualified Receivables Transaction to which it is a party and which is designated as the Receivables Facility Subsidiary therefor by Genlyte Group’s Board of Directors, in each case so long as neither Genlyte Group nor any of its other Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results.  As used in the foregoing sentence, activities that are “incidental” to a Qualified Receivables Transaction shall include, without limitation, the return to Genlyte Group of capital contributed to the Receivables Facility Subsidiary by Genlyte Group, the repayment to Genlyte Group of loans advanced to the Receivables Facility Subsidiary by Genlyte Group, the advance of loans by the Receivables Facility Subsidiary to Genlyte Group or any Material Subsidiary, and the acceptance by the Receivables Facility Subsidiary of repayments by Genlyte Group of loans advanced to Genlyte Group by the Receivables Facility Subsidiary.

“Receivables Purchase Note” means the “Subordinated Note” as defined in, and issued by the Receivables Facility Subsidiary pursuant to, the Qualified Receivables Sale Agreement to evidence its obligation to pay the purchase price for Receivables to Genlyte ▇▇▇▇▇▇ or certain of its Subsidiaries in connection with a Qualified Receivables Transaction.

“Redeemable Stock” shall mean with respect to any person any capital stock or similar equity interests of such person that (i) is by its terms subject to mandatory redemption, in whole or in part, pursuant to a sinking fund, scheduled redemption or similar provisions, at any time prior to the Maturity Date; or (ii) otherwise is required to be repurchased or retired on a scheduled date or dates, upon the occurrence of any event or circumstance, or at the option of the holder or holders thereof, or otherwise, at any time prior to the Maturity Date, other than any such redemption, repurchase or retirement occasioned by a “change of control” or similar event.

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“Reference Banks” shall mean (a) with respect to Domestic Revolving Loans (i) National City Bank, and (ii) any other Lender or Lenders (A) selected as a Reference Bank by the Domestic Administrative Agent and the Required Domestic Facility Lenders, and (B) whose selection is approved by the Domestic Facility Borrowers, such approval not to be unreasonably withheld or delayed and (b) with respect to Canadian Revolving Loans (i) Chase Bank and (ii) any other Lender or Lenders (A) selected as a Reference Bank by the Canadian Administrative Agent and the Required Canadian Facility Lenders, and (B) whose selection is approved by the Canadian Facility Borrowers, such approval not to be unreasonably withheld or delayed.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Reportable Event” shall mean an event described in section 4043 of ERISA or the regulations thereunder with respect to a Plan, other than those events as to which the notice requirement is waived under the PBGC Regulations.

“Required Canadian Facility Lenders” shall mean Non-Defaulting Lenders whose outstanding Canadian Revolving Loans and Unutilized Canadian Revolving Commitments constitute more than 51% of the sum of the total outstanding Canadian Revolving Loans and Unutilized Canadian Revolving Commitments of Non-Defaulting Lenders (provided that, for purposes hereof, none of the Borrowers nor any Affiliate shall be included in (i) the Lenders holding such amount of the Canadian Revolving Loans or having such amount of the Unutilized Canadian Revolving Commitments, or (ii) determining the aggregate unpaid principal amount of the Canadian Revolving Loans or Unutilized Canadian Revolving Commitments).

“Required Domestic Facility Lenders” shall mean Non-Defaulting Lenders whose outstanding Domestic Revolving Loans and Unutilized Domestic Revolving Commitments constitute more than 51% of the sum of the total outstanding Domestic Revolving Loans and Unutilized Domestic Revolving Commitments of Non-Defaulting Lenders (provided that, for purposes hereof, none of the Borrowers nor any Affiliate shall be included in (i) the Lenders holding such amount of the Domestic Revolving Loans or having such amount of the Unutilized Domestic Revolving Commitments, or (ii) determining the aggregate unpaid principal amount of the Domestic Revolving Loans or Unutilized Domestic Revolving Commitments).

“Required Lenders” shall mean Non-Defaulting Lenders whose outstanding Domestic Revolving Loans, Canadian Revolving Loans, Unutilized Domestic Revolving Commitments, and Unutilized Canadian Revolving Commitments constitute more than 51% of the sum of the total outstanding Domestic Revolving Loans, Canadian Revolving Loans, Unutilized Domestic Revolving Commitments, and Unutilized Canadian Revolving Commitments of Non-Defaulting Lenders (provided that, for purposes hereof, none of the Borrowers nor any Affiliate shall be included in (i) the Lenders holding such amount of the Domestic Revolving Loans or Canadian Revolving Loans or having such amount of the Unutilized Domestic Revolving Commitments or

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Unutilized Canadian Revolving Commitments, or (ii) determining the aggregate unpaid principal amount of the Domestic Revolving Loans, Canadian Revolving Loans, Unutilized Domestic Revolving Commitments, or Unutilized Canadian Revolving Commitments).

“Sale and Lease-Back Transaction” shall mean any arrangement with any person providing for the leasing by a Borrower or any Subsidiary of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year), which property has been or is to be sold or transferred by the Borrower or such Subsidiary to such person.

“S&P” shall mean Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its successors.

“SEC” shall mean the United States Securities and Exchange Commission.

“SEC Regulation D” shall mean Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

“Security Documents” shall mean the Pledge Agreements, the Guaranties and each other document pursuant to which any guaranty or Lien is granted by any Borrower or any of their respective Subsidiaries (other than the Receivables Facility Subsidiary) to the Domestic Administrative Agent or the Canadian Administrative Agent, as the case may be, as security for any of the Obligations.

“Solvent” shall mean, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged.

“Specified Hedge Agreement” shall mean any Hedge Agreement entered into in compliance with the provisions of section 10.10 and (a) entered into by (i) Genlyte Group or any of its Material Subsidiaries and (ii) any Lender or any Affiliate thereof and (b) which has been designated by such Lender or Affiliate thereof and Genlyte Group, by notice to the Administrative Agents not later than 30 days after the execution and delivery thereof by, as the case may be, Genlyte Group or such Material Subsidiary, as a Specified Hedge Agreement; provided that the designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of any Lender or Affiliate thereof that is a party theretoany rights in connection with the management or release of any Collateral or of the obligations of any Guarantor (other than, as to any such party that is a Lender, its rights in its capacity as a Lender hereunder); and the amount of exposure of, or owing to, any Lender under any Specified Hedge Agreement shall

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not be taken into account for the purpose of determining Required Canadian Facility Lenders, Required Domestic Facility Lenders, or Required Lenders.

“Standard Permitted Liens” shall mean the following:

(i)            Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established;

(ii)           Liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, which do not in the aggregate detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrowers or any of their respective Subsidiaries and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(iii)          Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; and mechanic’s Liens, carrier’s Liens, and other Liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, performance and return-of-money bonds and other similar obligations, incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money), whether pursuant to statutory requirements, common law or consensual arrangements;

(iv)          Easements, rights-of-way, zoning or deed restrictions, minor defects or irregularities in title and other similar charges or encumbrances not adversely affecting in any material respect the ordinary conduct of the business of the Borrowers or any of their respective Subsidiaries considered as an entirety;

(v)           Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under section 12.1(f);

(vi)          Leases or subleases granted to others not interfering in any material respect with the business of the Borrowers or any of their respective Subsidiaries and any interest or title of a lessor under any lease not in violation of this Agreement; and

(vii)         Rights of consignors and consignees in respect of consignment arrangements entered into by a Borrower or any of its Subsidiaries in the ordinary course of business and consistent with past practice.

“Standard Securitization Undertakings” shall mean representations, warranties, covenants and indemnities made by any Credit Party in connection with a Qualified Receivables Transaction that are customary for accounts receivables securitization facilities, provided that

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Standard Securitization Undertakings shall not include Indebtedness (other than Obligations, as defined in the Qualified Receivables Purchase Agreement) or Guaranty Obligations or recourse obligations in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the applicable obligor thereof.  By way of clarification and not limitation, the representations, warranties, covenants and indemnities made by certain of the Credit Parties under and pursuant to the Transaction Documents, as they provide on the date of this Agreement (and as modified in accordance with this Agreement), shall be deemed to be Standard Securitization Undertakings.

“Stated Amount” of each Letter of Credit shall mean the maximum available to be drawn thereunder (regardless of whether any conditions or other requirements for drawing could then be met).

“Subsidiary” of any person shall mean and include (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such person directly or indirectly through Subsidiaries and (ii) any partnership, association, joint venture or other entity in which such person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time.  Unless otherwise expressly provided, all references herein to “Subsidiary” shall mean a Subsidiary of a Borrower.

“Swing Line Exposure” means, at any time, the aggregate outstanding principal amount of the Swing Line Revolving Loans at such time.  The Swing Line Exposure of any Domestic Facility Lender at any time will be its Domestic Revolving Percentage of the total Swing Line Exposure at such time.

“Swing Line Lender” shall have the meaning provided in the first paragraph of this Agreement and shall include any other single Lender to whom the Swing Line Lender has transferred its entire Swing Line Revolving Commitment and any Swing Line Revolving Loans.

“Swing Line Participation Amount” shall have the meaning provided in section 2.5(b).

“Swing Line Revolving Commitment” shall mean, with respect to the Swing Line Lender, the amount set forth opposite such Lender’s name in Annex I as its “Swing Line Revolving Commitment” as the same may be reduced from time to time pursuant to any one or more of sections 6.1, 6.2 and 12.2 or adjusted from time to time as a result of assignments to or from the Swing Line Lender pursuant to section 15.4.  As of the Closing Date, the Swing Line Revolving Commitment shall be $20,000,000.

“Swing Line Revolving Facility” shall mean the credit facility evidenced by the Swing Line Revolving Commitment.

“Swing Line Revolving Loan” shall have the meaning provided in section 2.1(b).

“Swing Line Revolving Note” shall have the meaning provided in section 2.6(a).

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“Synthetic Lease” shall mean any lease (i) which is accounted for by the lessee as an Operating Lease, and (ii) under which the lessee is intended to be the “owner” of the leased property for Federal income tax purposes.

“Taxes” shall have the meaning provided in section 7.4.

“Testing Period” shall mean for any determination, a single period consisting of the four consecutive fiscal quarters of the Borrowers then last ended (whether or not such quarters are all within the same fiscal year), except that if a particular provision of this Agreement indicates that a Testing Period shall be of a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters of the Borrowers then last ended which are so indicated in such provision.

“Total Revolving Commitment” shall mean, collectively, the Total Canadian Revolving Commitment and the Total Domestic Revolving Commitment.

“Total Canadian Revolving Commitment” shall mean, collectively, the Canadian Revolving Commitments of the Canadian Facility Lenders, which, as of the Closing Date, shall be CDN$27,000,000.

“Total Domestic Revolving Commitment” shall mean, collectively, the Domestic Revolving Commitments of the Domestic Facility Lenders, which, as of the Closing Date, shall be $260,000,000.

“Transaction Documents” shall have the meaning provided in the Qualified Receivables Purchase Agreement, as such documents may be amended, restated or otherwise modified from time to time in accordance with the provisions of this Agreement.

“Type” shall mean any type of Loan determined with respect to the interest option applicable thereto, i.e., a Domestic Prime Rate Loan, a Flex Eurodollar Loan, a Eurodollar Loan, a Canadian Prime Rate Loan or a CDOR Loan.

“UCC” shall mean the Uniform Commercial Code.

“Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, each determined in accordance with Statement of Financial Accounting Standards No. 87, based upon the actuarial assumptions used by the Plan’s actuary in the most recent annual valuation of the Plan.

“United States” and “U.S.” each means United States of America.

“Unpaid Canadian Facility Drawing” shall have the meaning provided in section 4.3(a).

“Unpaid Domestic Facility Drawing” shall have the meaning provided in section 3.3(a).

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“Unpaid Drawings” shall mean, collectively, the Unpaid Domestic Facility Drawings and the Unpaid Canadian Facility Drawings.

“Unutilized Canadian Revolving Commitment” for any Canadian Facility Lender at any time such Lender’s Canadian Revolving Commitment at such time, less (1) the principal amount of Canadian Revolving Loans made by such Canadian Facility Lender and outstanding at such time, less (2) such Canadian Facility Lender’s Canadian Revolving Facility Percentage of the Canadian Facility Letter of Credit Outstandings at such time.

“Unutilized Domestic Revolving Commitment” for any Domestic Facility Lender at any time shall mean such Lender’s Domestic Revolving Commitment at such time, less (1) the principal amount of Domestic Revolving Loans made by such Domestic Facility Lender and outstanding at such time, less (2) such Domestic Facility Lender’s Domestic Revolving Facility Percentage of the Domestic Facility Letter of Credit Outstandings at such time, less (3) such Domestic Facility Lender’s Domestic Revolving Facility Percentage of the aggregate unpaid principal balance of the Swing Line Revolving Loans at such time.

“Unutilized Swing Line Revolving Commitment” for the Swing Line Lender at any time shall mean the excess of (i) the Swing Line Lender’s Swing Line Revolving Commitment at such time over (ii) the aggregate principal amount of Swing Line Revolving Loans made by the Swing Line Lender and outstanding at such time.

“Unutilized Total Canadian Revolving Commitment” shall mean, at any time, the excess of (i) the Total Canadian Revolving Commitment at such time over (ii) the aggregate principal amount of all Canadian Revolving Loans and Canadian Facility Letter of Credit Outstandings then outstanding.

“Unutilized Total Domestic Revolving Commitment” shall mean, at any time, the excess of (i) the Total Domestic Revolving Commitment at such time over (ii) the sum of the aggregate principal amount of all Domestic Revolving Loans and Swing Line Revolving Loans and the Domestic Facility Letter of Credit Outstandings then outstanding.

“Wholly-Owned Material Subsidiary” shall mean each Wholly-Owned Subsidiary that is also a Material Subsidiary.

“Wholly-Owned Subsidiary” shall mean each Subsidiary, at least 95% of whose capital stock, equity interests, membership interests and partnership interests, other than director’s qualifying shares or similar interests, are owned directly or indirectly by the Genlyte Group, provided however for the purposes of this Agreement, the term “Wholly-Owned Subsidiary” shall also include Lumec-▇▇▇▇▇▇▇▇ Inc., a corporation organized under the laws of Quebec, for so long as not less than 50.5% of the capital stock of Lumec-▇▇▇▇▇▇▇▇ Inc. is owned by a Borrower or a Wholly-Owned Subsidiary of a Borrower.

“Written”, “written” or “in writing” shall mean any form of written communication or a communication by means of telex, facsimile transmission, e-mail electronic transmission, telegraph or cable.

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1.2.         Computation of Time Periods.  In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

1.3.         Accounting Terms.  Except as otherwise specifically provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrowers notify the Administrative Agents that the Borrowers request an amendment to any provision of section 10 or 11 hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof to such provision (or if the Administrative Agents notify the Borrowers that the Required Lenders request an amendment to any such provision hereof for such purposes), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with the requirements of this Agreement.  Notwithstanding anything in this section 1.3 to the contrary, in the event that there is a change in GAAP or in the application thereof occurring after the Effective Date mandating the expensing of stock options or comparable equity based compensation, without further action by the Administrative Agents, the Lenders, the Borrowers or any other Credit Party, such changes requiring the expensing of stock options or comparable equity based compensation shall be disregarded and this Agreement shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective.

1.4.         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 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 “hereunder”, 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 sections, Annexes and Exhibits shall be construed to refer to sections of, and Annexes and Exhibits to, this Agreement, and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing.

1.5.         Borrower Changes.  (a)  Additional Borrowers.  By execution of an Additional Borrower Joinder by a Wholly-Owned Subsidiary (other than the Receivables Facility Subsidiary) and upon acceptance thereof by the Administrative Agents and the Required Lenders, each in its sole discretion, and such Person’s satisfaction of all conditions and completion of all deliveries specified in the Additional Borrower Joinder, this Agreement shall be deemed to be amended so that such Person shall become for all purposes of this Agreement as

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if an original signatory hereto, and shall be admitted as a Borrower hereunder, and this Agreement shall be binding for all purposes on such Person as a Borrower as if an original signatory hereto.

(b)           Released Canadian Borrowers.  A Canadian Facility Borrower may cease to be a Borrower hereunder and be released from its Indebtedness and other Obligations hereunder so long as (i) Genlyte Group shall have delivered to the Administrative Agents written request for such release at least ten (10) Business Days prior to the proposed effective date thereof, (ii) Genlyte Group shall have delivered to the Administrative Agents evidence satisfactory to the Administrative Agents that such Canadian Facility Borrower (A) is not then a Material Subsidiary (but without regard to clause (a) of the proviso of the definition of such term in section 1.1) and (B) will be dissolved and cease to exist promptly following such release, and (iii) the Credit Parties shall have executed and delivered to the Administrative Agents and the Lenders such confirmations and other documents as the Administrative Agents may reasonably request.

1.6.         Appointment of Genlyte Group as Representative.  For purposes of this Agreement, each Borrower other than Genlyte Group (i) authorizes Genlyte Group to make such requests, give such notices or furnish such certificates to either Administrative Agent or any Lender as may be required or permitted by this Agreement for the benefit of such Borrower and (ii) authorizes the Administrative Agents to treat such requests, notices, certificates or consents given or made by Genlyte Group to have been made, given or furnished by the applicable Borrower for purposes of this Agreement.  Each Administrative Agent and each Lender shall be entitled to rely on each such request, notice, certificate or consent made, given or furnished by the Borrower pursuant to the provisions of this Agreement or any other Credit Document as being made or furnished on behalf of, and with the effect of irrevocably binding, such Borrower.

1.7          Qualified Receivables Transaction.   The inclusion of “Aggregate Capital” in the definition of Consolidated Total Debt and “Yield” in the definition of Consolidated Interest Expense, and the inclusion of various other references to a Qualified Receivables Transaction, the Qualified Receivables Purchase Agreement, the Qualified Receivables Sale Agreement and terms defined therein, are made to protect certain interests of the Lenders and the Credit Parties and shall not be construed to impugn the stated intentions of the parties to a Qualified Receivables Transaction, the Qualified Receivables Purchase Agreement and the Qualified Receivables Sale Agreement that the sales and purchases of Receivables Facility Assets contemplated thereby are “true” and outright sales and purchases.

1.8          Currency Equivalents; Canadian Facility Amounts.   For purposes of this Agreement, except as otherwise specified herein, (i) the equivalent in Dollars of Canadian Dollars shall be determined by using the quoted spot rate at which the Canadian Administrative Agent offers to exchange Dollars for Canadian Dollars at its Payment Office at 9:00 A.M. (local time at the Payment Office) on the Business Day on which such equivalent is to be determined, and (ii) the equivalent in Canadian Dollars of Dollars shall be determined by using the quoted spot rate at which the Canadian Administrative Agent’s Payment Office offers to exchange Canadian Dollars for Dollars at the Payment Office at 9:00 A.M. (local time at the Payment Office) on the Business Day on which such equivalent is to be determined.  Unless the context otherwise requires, references in this Agreement or any of the other Credit Documents to the

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principal amounts of, or outstanding balances of, Canadian Revolving Loans (or words of similar import) shall be deemed to refer to the sum of the aggregate principal balance of Canadian Revolving Loans denominated in Canadian Dollars then outstanding, plus the Canadian Dollar equivalent of the aggregate principal balance of Canadian Revolving Loans denominated in Dollars then outstanding.

SECTION 2.         AMOUNT AND TERMS OF LOANS.

2.1.         Existing Letters of Credit; Commitments for Loans.  Upon the effectiveness of this Agreement, (i) the Domestic Revolving Commitments of the Domestic Facility Lenders shall be amended and increased to be, as of such effectiveness, as set forth on Annex I hereto, (ii) the Existing Domestic Term Loan held by each Domestic Facility Lender (in its capacity as an Existing Domestic Term Loan Lender) shall be converted into, and be deemed to be, a Domestic Revolving Loan, in the same principal amount, advanced by such Domestic Facility Lender under this Agreement, (iii) the Existing Domestic Revolving Loans of each Domestic Facility Lender as of such effectiveness shall be deemed continued as Domestic Revolving Loans of such Domestic Facility Lender, in the same principal amount, under this Agreement, (iv) the Existing Canadian Revolving Loans of each Canadian Facility Lender as of such effectiveness shall be deemed continued as Canadian Revolving Loans of such Canadian Facility Lender, in the same principal amount, under this Agreement, and (v) the risk participation exposures in respect of the Existing Canadian Letters of Credit and the Existing Domestic Letters of Credit shall be deemed to be continued and assumed by, as the case may be, the Canadian Facility Lenders and the Domestic Facility Lenders ratably according to their respective, as the case may be, Canadian Revolving Facility Percentages or Domestic Revolving Facility Percentages.  Upon such effectiveness and subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrowers, which Loans shall be drawn, to the extent such Lender has a Commitment under a Facility for the Borrowers, under the applicable Facility, as set forth below:

(a)           Domestic Revolving Facility.  Loans to the Borrowers under the Domestic Revolving Facility (each a “Domestic Revolving Loan” and, collectively, the “Domestic Revolving Loans”) (i) shall be made only by a Domestic Facility Lender, (ii) may be made at any time and from time to time on and after the Closing Date and prior to the Maturity Date; (iii) shall only be incurred by a Domestic Facility Borrower, (iv) shall be made only in U.S. Dollars; (v) except as otherwise provided, may, at the option of the Domestic Facility Borrowers, be incurred and maintained as, or Converted into, Domestic Revolving Loans which are either Domestic Prime Rate Loans or Eurodollar Loans, provided that all Domestic Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Domestic Revolving Loans of the same Type; (vi) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; and(vii) may only be made if after giving effect thereto the Unutilized Total Domestic Revolving Commitment will not be less than zero.  Without limiting the generality of the foregoing sentence, at no time shall the sum of (X) the aggregate unpaid principal balance of a Domestic Facility Lender’s Domestic Revolving Loans, plus (Y) such Domestic Facility Lender’s Domestic Revolving Facility Percentage of the Domestic Facility Letter of Credit Outstandings at such time, plus (Z) such Domestic Facility Lender’s Domestic Revolving Facility Percentage of the aggregate unpaid

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principal balance of the Swing Line Revolving Loans at such time, exceed the Domestic Revolving Commitment of such Domestic Facility Lender.  In addition, no Domestic Revolving Loans shall be incurred at any time if after giving effect thereto the Domestic Facility Borrowers would be required to prepay Revolving Loans in accordance with section 7.2(a).  The Obligations of the Domestic Facility Borrowers in respect of the Domestic Revolving Facility shall be joint and several.

(b)           Swing Line Revolving Facility.  Loans to the Borrowers under the Swing Line Revolving Facility (each a “Swing Line Revolving Loan” and, collectively, the “Swing Line Revolving Loans”) (i) shall be made only by the Swing Line Lender, (ii) may only be incurred by a Domestic Facility Borrower, (iii) may be made at any time and from time to time on and after the Closing Date and prior to the Maturity Date; (iv) shall be made only in U.S. Dollars; (v) except as otherwise provided, may, at the option of the Domestic Facility Borrowers, be incurred and maintained as Swing Line Revolving Loans which are either Domestic Prime Rate Loans or Flex Eurodollar Loans; (vi) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (vii) may only be made if after giving effect thereto the Unutilized Total Domestic Revolving Commitment exceeds zero; and (viii) shall not exceed for the Swing Line Lender at any time outstanding its Swing Line Revolving Commitment at such time.  The Obligations of the Domestic Facility Borrowers in respect of the Swing Line Revolving Facility shall be joint and several.

(c)           Canadian Revolving Facility.  Loans to the Borrowers under the Canadian Revolving Facility (each a “Canadian Revolving Loan” and, collectively, the “Canadian Revolving Loans”) (i) shall be made only by a Canadian Facility Lender, (ii) may be made at any time and from time to time on and after the Closing Date and prior to the Maturity Date; (iii) shall only be incurred by a Canadian Facility Borrower, (iv) shall be made only in, at the option of the Canadian Facility Borrowers, (A) Canadian Dollars or (B) Dollars if at the time of such Borrowing Dollars are readily and freely transferable and convertible into Canadian Dollars; (v) except as otherwise provided, may, at the option of the Canadian Facility Borrowers, be incurred and maintained as, or Converted into, Canadian Revolving Loans which are (A) as to Borrowings denominated in Canadian Dollars, either Canadian Prime Rate Loans or CDOR Loans and (B) as to Borrowings denominated in Dollars, either Domestic Prime Rate Loans or Eurodollar Loans and, provided that all Canadian Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Canadian Revolving Loans of the same Type and of the same currency; (vi) may be repaid or prepaid, in the same currency in which they were borrowed, and reborrowed in accordance with the provisions hereof; and (vii) may only be made if after giving effect thereto the Unutilized Total Canadian Revolving Commitment will not be less than zero.  Without limiting the generality of the foregoing sentence, at no time shall the sum of (X) the aggregate unpaid principal balance of a Canadian Facility Lender’s Canadian Revolving Loans denominated in Canadian Dollars, plus (Y) the Canadian Dollar equivalent of the aggregate unpaid principal balance of such Canadian Facility Lender’s Canadian Revolving Loans denominated in Dollars, plus (Z) such Canadian Facility Lender’s Canadian Revolving Facility Percentage of the Canadian Facility Letter of Credit Outstandings at such time, exceed the Canadian Revolving Commitment of such

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Canadian Facility Lender.  In addition, no Canadian Revolving Loans shall be incurred at any time if after giving effect thereto the Canadian Facility Borrowers would be required to prepay Canadian Revolving Loans in accordance with section 7.2(c).  The Obligations of the Canadian Facility Borrowers in respect of the Canadian Revolving Facility shall be joint and several.

(d)           Interest Contracts on Existing Loans; Accrued and Unpaid Interest and Fees; Equalization of Domestic Revolving Loans.  (i)  To extent that any Existing Domestic Revolving Loan, Existing Domestic Term Loan or Existing Canadian Revolving Loan that is outstanding immediately prior to the effectiveness of this Agreement is, as the case may be, a Eurodollar Loan or a CDOR Loan, the Eurodollar Rate or Canadian Deposit Offered Rate and the Interest Period applicable to such Eurodollar Loan or CDOR Loan shall remain in effect and shall not be affected by the amendment and restatement contemplated by this Agreement, including, without limitation, the conversion of the Existing Domestic Term Loans into Domestic Revolving Loans.  Any Existing Domestic Revolving Loan, Existing Domestic Term Loan or Existing Canadian Revolving Loan that is, as the case may be, a Domestic Prime Rate Loan or a Canadian Prime Rate Loan shall remain as such.  The Borrowers shall cause any “Swing Line Revolving Loans” under the Existing Credit Agreement to be repaid in full prior to the effectiveness of this Agreement.

(ii)           Any and all interest, fees or other sums payable by the Credit Parties under and pursuant to the Existing Credit Agreement that are accrued as of the effectiveness of this Agreement and not theretofore paid in full shall be Obligations under this Agreement and shall be due and payable by such Credit Parties to, as applicable, the Administrative Agents, the Letter of Credit Issuers or the Lenders on the date on which such interest, fees or such other sums would be due and payable under and pursuant to this Agreement.

(iii)          As promptly as practicable following the effectiveness of this Agreement, and in any event within five Business Days, in the case of any Domestic Prime Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the Domestic Facility Borrowers shall prepay such Domestic Revolving Loans in their entirety and, to the extent that the Domestic Facility Borrowers elect to do so and subject to the conditions specified in section 8.2, the Domestic Facility Borrowers shall reborrow Domestic Revolving Loans from the Domestic Facility Lenders in proportion to their respective Domestic Revolving Commitments, as set forth on Annex I hereto, until such time as all outstanding Domestic Revolving Loans are held by the Domestic Facility Lenders in such proportion.

(e)           Optional Increase in Domestic Revolving Commitments.  At any time, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Domestic Facility Borrowers may, if they so elect, increase the aggregate amount of the Total Domestic Revolving Commitment (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), either by designating a financial institution not theretofore a Domestic Facility Lender to become a Domestic Facility Lender (such designation to be effective

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only with the prior written consent of the Domestic Administrative Agent, which consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Domestic Revolving Commitment in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing with an existing Domestic Facility Lender that such Lender’s Domestic Revolving Commitment shall be increased.  Upon execution and delivery by the Borrowers and such Domestic Facility Lender or other financial institution of an instrument (a “Domestic Revolving Commitment Acceptance”) in form reasonably satisfactory to the Domestic Administrative Agent, such existing Domestic Facility Lender shall have a Domestic Revolving Commitment as therein set forth or such other financial institution shall become a Domestic Facility Lender with a Domestic Revolving Commitment as therein set forth and all the rights and obligations of a Domestic Facility Lender with such a Domestic Revolving Commitment hereunder; provided:

(i)            that the Borrowers shall provide prompt notice of such increase to the Domestic Administrative Agent, who shall promptly notify the Domestic Facility Lenders;

(ii)           that the Borrowers shall have delivered to the Domestic Administrative Agent a copy of the Domestic Revolving Commitment Acceptance;

(iii)          that the sum of (A) the amount of such increase, (B) the amount of all other increases in the aggregate amount of the Domestic Revolving Commitments pursuant to this section 2.1(e) since the date of this Agreement, and (C) the then Dollar-equivalent amount of all increases in the aggregate amount of the Canadian Revolving Commitments pursuant to section 2.1(f) since the date of this Agreement (or occurring at the same time as such increase), does not exceed $50,000,000;

(iv)          that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained in Section 9 of this Agreement shall be true and correct; and

(v)           that the Domestic Administrative Agent shall have received such evidence (including an opinion of Borrowers’ counsel) as it may reasonably request to confirm the Borrowers’ due authorization of the transactions contemplated by this section 2.1(e) and the validity and enforceability of the obligations of the Borrowers resulting therefrom.

On the date of any such increase, the Borrowers shall be deemed to have represented to the Administrative Agents and the Lenders that the conditions set forth in clauses (i) through (v) above have been satisfied.

Upon any increase in the aggregate amount of the Domestic Revolving Commitments pursuant to this section 2.1(e):

(x)            within five Business Days, in the case of any Domestic Prime Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the

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Domestic Facility Borrowers shall prepay such Loans in their entirety and, to the extent the Domestic Facility Borrowers elect to do so and subject to the conditions specified in section 8.2, the Domestic Facility Borrowers shall reborrow Loans from the Domestic Facility Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Domestic Facility Lenders in such proportion; and

(y)           each existing Domestic Facility Lender whose Commitment has not increased pursuant to this section 2.1(e) (each, a “Non-Increasing Domestic Facility Lender”) shall be deemed, without further action by any party hereto, to have sold to each Domestic Facility Lender whose Domestic Revolving Commitment has been assumed or increased under this section 2.1(e) (each, an “Increased Commitment Domestic Facility Lender”), and each Increased Commitment Domestic Facility Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Domestic Facility Lender, a participation (on the terms specified in section 2.5 and section 3.4 respectively) in each Swing Line Revolving Loan and each Domestic Facility Letter of Credit Outstanding in which such Non-Increasing Domestic Facility Lender has acquired a participation in an amount equal to such Increased Commitment Domestic Facility Lender’s Domestic Revolving Facility Percentage thereof, until such time as all Domestic Facility Letter of Credit Exposures and Swing Line Exposures are held by the Domestic Facility Lenders in proportion to their respective Domestic Revolving Commitments after giving effect to such increase.

(f)            Optional Increase in Canadian Revolving Commitments.  At any time, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Canadian Facility Borrowers may, if they so elect, increase the aggregate amount of the Total Canadian Revolving Commitment (each such increase to be in an aggregate amount that is an integral multiple of CDN$5,000,000 and not less than CDN$10,000,000), either by designating a financial institution not theretofore a Canadian Facility Lender to become a Canadian Facility Lender (such designation to be effective only with the prior written consent of the Canadian Administrative Agent, which consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Canadian Revolving Commitment in an aggregate amount that is an integral multiple of CDN$5,000,000 and not less than CDN$10,000,000), or by agreeing with an existing Canadian Facility Lender that such Lender’s Canadian Revolving Commitment shall be increased.  Upon execution and delivery by the Borrowers and such Canadian Facility Lender or other financial institution of an instrument (a “Canadian Revolving Commitment Acceptance”) in form reasonably satisfactory to the Canadian Administrative Agent, such existing Canadian Facility Lender shall have a Canadian Revolving Commitment as therein set forth or such other financial institution shall become a Canadian Facility Lender with a Canadian Revolving Commitment as therein set forth and all the rights and obligations of a Canadian Facility Lender with such a Canadian Revolving Commitment hereunder; provided:

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(i)            that the Borrowers shall provide prompt notice of such increase to the Canadian Administrative Agent, who shall promptly notify the Canadian Facility Lenders;

(ii)           that the Borrowers shall have delivered to the Canadian Administrative Agent a copy of the Canadian Revolving Commitment Acceptance;

(iii)          that the sum of (A) the Dollar-equivalent amount of such increase, (B) the then Dollar-equivalent amount of all other increases in the aggregate amount of the Canadian Revolving Commitments pursuant to this section 2.1(f) since the date of this Agreement, and (C) the amount of all increases in the aggregate amount of the Domestic Revolving Commitments pursuant to section 2.1(e) since the date of this Agreement (or occurring at the same time as such increase), does not exceed $50,000,000;

(iv)          that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained in Section 9 of this Agreement shall be true and correct; and

(v)           that the Canadian Administrative Agent shall have received such evidence (including an opinion of Borrowers’ counsel) as it may reasonably request to confirm the Borrowers’ due authorization of the transactions contemplated by this section 2.1(f) and the validity and enforceability of the obligations of the Borrowers resulting therefrom.

On the date of any such increase, the Borrowers shall be deemed to have represented to the Administrative Agents and the Lenders that the conditions set forth in clauses (i) through (v) above have been satisfied.

Upon any increase in the aggregate amount of the Canadian Revolving Commitments pursuant to this section 2.1(f):

(x)            within five Business Days, in the case of any Canadian Prime Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any CDOR Loans then outstanding, the Canadian Facility Borrowers shall prepay such Loans in their entirety and, to the extent the Canadian Facility Borrowers elect to do so and subject to the conditions specified in section 8.2, the Canadian Facility Borrowers shall reborrow Loans from the Canadian Facility Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Canadian Facility Lenders in such proportion; and

(y)           each existing Canadian Facility Lender whose Commitment has not increased pursuant to this section 2.1(f) (each, a “Non-Increasing Canadian Facility Lender”) shall be deemed, without further action by any party hereto, to have sold to each Canadian Facility Lender whose Canadian Revolving Commitment has been assumed or increased under this section 2.1(f) (each, an “Increased Commitment Canadian Facility Lender”), and each Increased Commitment Canadian Facility Lender shall be deemed, without further action by

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any party hereto, to have purchased from each Non-Increasing Canadian Facility Lender, a participation (on the terms specified in section 4.4) in each Canadian Facility Letter of Credit Outstanding in which such Non-Increasing Canadian Facility Lender has acquired a participation in an amount equal to such Increased Commitment Canadian Facility Lender’s Canadian Revolving Facility Percentage thereof, until such time as all Canadian Facility Letter of Credit Exposures are held by the Canadian Facility Lenders in proportion to their respective Canadian Revolving Commitments after giving effect to such increase.

2.2.         Minimum Borrowing Amounts, etc.; Pro Rata Borrowings.  (a) The aggregate principal amount of each Borrowing by the Borrowers shall not be less than the Minimum Borrowing Amount.  More than one Borrowing may be incurred by the Borrowers on any day, provided that (i) if there are two or more Borrowings on a single day in respect to the same Class of Loans which consist of Eurodollar Loans, each such Borrowing shall have a different initial Interest Period, (ii) if there are two or more Borrowings on a single day under the Canadian Revolving Facility which consist of CDOR Loans, each such Borrowing shall have a different initial Interest Period, (iii) only one Borrowing under the Swing Line Revolving Facility may be made on any single day, (iv) at no time shall there be more than eight Borrowings in the aggregate under the Domestic Revolving Facility consisting of Eurodollar Loans outstanding hereunder, and (v) at no time shall there be more than eight Borrowings in the aggregate under the Canadian Revolving Facility consisting of CDOR Loans and Eurodollar Loans outstanding hereunder.

(b)           All Borrowings under a Facility shall be made by the Lenders having Commitments under such Facility, if any, pro rata on the basis of their respective Commitments under such Facility. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its Commitment hereunder.

2.3.         Procedures for Borrowing.  (a) Notice of Borrowing.  Whenever a Borrower desires to incur Loans, it shall give the Domestic Administrative Agent in the case of a Domestic Revolving Loan or a Swing Line Revolving Loan, or the Canadian Administrative Agent, in the case of a Canadian Revolving Loan, in each case at its respective Notice Office,

(i)            Borrowings under the Domestic Revolving Facility:  in the case of any Borrowing under the Domestic Revolving Facility of (1) Eurodollar Loans to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Days’ prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Domestic Administrative Agent); or (2) Domestic Prime Rate Loans to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least same Business Day’s prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Domestic Administrative Agent), or

(ii)           Borrowings under the Swing Line Revolving Facility:  in the case of any Borrowing under the Swing Line Revolving Facility, prior to 2:00 P.M. (local time at

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its Notice Office), at least same Business Day’s prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Domestic Administrative Agent), or

(iii)          Borrowings under the Canadian Revolving Facility:  in the case of any Borrowing under the Canadian Revolving Facility (A) denominated in Canadian Dollars of (1) CDOR Loans to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Days’ prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Canadian Administrative Agent); or (2) Canadian Prime Rate Loans to be made hereunder, prior to 10:00 A.M. (local time at its Notice Office), at least same Business Day’s prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Canadian Administrative Agent) and (B) denominated in Dollars of (1) Eurodollar Loans to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Days’ prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Canadian Administrative Agent); or (2) Domestic Prime Rate Loans to be made hereunder, prior to 10:00 A.M. (local time at its Notice Office), at least same Business Day’s prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Canadian Administrative Agent).

Each such notice (each such notice, a “Notice of Borrowing”) shall (if requested by the applicable Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred and the Borrower incurring the Loan; (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iii) the date of the Borrowing (which shall be a Business Day); (iv) whether the Borrowing shall consist of Domestic Prime Rate Loans, Flex Eurodollar Loans, Eurodollar Loans, Canadian Prime Rate Loans or CDOR Loans; (v) if the requested Borrowing consists of Eurodollar Loans or CDOR Loans, the Interest Period to be initially applicable thereto, and (vi) if the requested Borrowing is under the Canadian Revolving Facility, the currency (Canadian Dollars or Dollars) in which such Borrowing is to be denominated.  If the applicable Borrower fails to specify in a Notice of Borrowing the Interest Period for any Eurodollar Loans or CDOR Loans, such Interest Period shall be deemed to be one month; and if the applicable Canadian Facility Borrower fails to specify in a Notice of Borrowing the currency, such Borrowing shall be denominated in Canadian Dollars.  The applicable Administrative Agent shall promptly give each Lender which has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing under the applicable Facility, of such Lender’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto.

(b)           Actions by Administrative Agents on Telephone Notice.  Without in any way limiting the obligation of the Borrowers to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agents may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agents in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices

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under this Agreement on behalf of that Borrower. In each such case, the Administrative Agents’ record of the terms of such telephonic notice shall be conclusive absent manifest error.

2.4.         Disbursement of Funds.  (a) No later than 2:00 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the Facility under which any Borrowing pursuant to such Notice of Borrowing is to be made will make available its pro rata share, if any, of each Borrowing under such Facility requested to be made on such date in the manner provided below.  All amounts shall be made available to the Domestic Administrative Agent in U.S. Dollars, except in the case of Canadian Revolving Loans, in which case the amounts shall be made available to the Canadian Administrative Agent in, as elected by the Canadian Borrowers pursuant to the provisions of this Agreement, Canadian Dollars or Dollars, in each case in immediately available funds at the Payment Office and the Domestic Administrative Agent or Canadian Administrative Agent, as the case may be, promptly will make available to the Borrower making the request by depositing to their account at the Payment Office (or such other account(s) as designated by such Borrower in accordance with section 2.4(c)) the aggregate of the amounts so made available in the type of funds received.  Unless the applicable Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the applicable Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, such Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and such Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount.  If such corresponding amount is not in fact made available to the applicable Administrative Agent by such Lender and such Administrative Agent has made available same to a Borrower, such Administrative Agent shall be entitled to recover such corresponding amount from such Lender.  If such Lender does not pay such corresponding amount forthwith upon the applicable Administrative Agent’s demand therefor, such Administrative Agent shall promptly notify the applicable Borrower, and such Borrower shall immediately pay such corresponding amount to the applicable Administrative Agent.  The Domestic Administrative Agent or the Canadian Administrative Agent, as the case may be, shall also be entitled to recover from such Lender or the applicable Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by such Administrative Agent to such Borrower to the date such corresponding amount is recovered by such Administrative Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds Effective Rate in the case of any Loan denominated in Dollars, or in the case of any Loan denominated in Canadian Dollars, at the weighted average overnight or weekend borrowing rate for immediately available and freely transferable funds denominated in Canadian Dollars which is offered to the Canadian Administrative Agent in the international markets, or (y) if paid by a Borrower, the then applicable rate of interest, calculated in accordance with section 2.8, for the respective Loans (but without any requirement to pay any amounts in respect thereof pursuant to section 2.11).

(b)           Nothing herein and no subsequent termination of Commitments pursuant to section 6.1 or 6.2 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder and in existence from time to time or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder.

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(c)           Whenever a Borrower desires that proceeds of a Borrowing be deposited into an account other than such Borrower’s account at the Payment Office as contemplated by the second sentence of section 2.4(a) (which other account shall be an account of a Credit Party), it shall give the Domestic Administrative Agent in the case of a Domestic Revolving Loan or a Swing Line Revolving Loan, or the Canadian Administrative Agent, in the case of a Canadian Revolving Loan, in each case at its respective Notice Office, prior written notice of such other account into which such Borrower desires for such proceeds to be deposited, specifying such other information as the applicable Administrative Agent may request; provided, however, that (i) any such proceeds so deposited into such other account shall, for the purposes of such Borrower’s liability therefore be deemed to have been advanced directly to such Borrower and (ii) no such deposit into such other account shall in any way affect, limit or otherwise modify such Borrower’s obligation to repay such Borrowings in accordance with this Agreement and the applicable Notes.

2.5.         Refunding of, or Participation in, Swing Line Revolving Loans.  (a) If any Event of Default exists, the Swing Line Lender may, in its sole and absolute discretion, direct that the Swing Line Revolving Loans owing to it be refunded by delivering a notice to such effect to the Domestic Administrative Agent, specifying the aggregate principal amount thereof (a “Notice of Swing Line Refunding”). .Promptly upon receipt of a Notice of Swing Line Refunding, the Domestic Administrative Agent shall give notice of the contents thereof to the Domestic Facility Lenders and, unless an Event of Default specified in section 12.1(g) in respect of a Borrower has occurred, also to the Domestic Facility Borrowers. Each such Notice of Swing Line Refunding shall be deemed to constitute delivery by the Domestic Facility Borrowers of a Notice of Borrowing requesting Domestic Revolving Loans consisting of Domestic Prime Rate Loans in the amount of the Swing Line Revolving Loans to which it relates. Each Domestic Facility Lender (including the Swing Line Lender, in its capacity as a Domestic Facility Lender) hereby unconditionally agrees (notwithstanding that any of the conditions specified in section 8.2 hereof or elsewhere in this Agreement shall not have been satisfied, but subject to the provisions of paragraph (b) below) to make a Domestic Revolving Loan to the applicable Borrower in an amount equal to such Domestic Facility Lender’s Domestic Revolving Facility Percentage of the aggregate amount of the Swing Line Revolving Loans to which such Notice of Swing Line Refunding relates.  Each such Domestic Facility Lender shall make the amount of such Domestic Revolving Loan available to the Domestic Administrative Agent in immediately available funds at its Payment Office not later than 2:00 P.M. (local time at the Payment Office), if such notice is received by such Domestic Facility Lender prior to 11:00 A.M. (local time at its Domestic Lending Office), or not later than 2:00 P.M. (local time at the Payment Office) on the next Business Day, if such notice is received by such Domestic Facility Lender after such time. The proceeds of such Domestic Revolving Loans shall be made immediately available to the Swing Line Lender and applied by it to repay the principal amount of the Swing Line Revolving Loans to which such Notice of Swing Line Refunding related.  Each Domestic Facility Borrower irrevocably and unconditionally agree that, notwithstanding anything to the contrary contained in this Agreement, Domestic Revolving Loans made as herein provided in response to a Notice of Swing Line Refunding shall constitute Domestic Revolving Loans hereunder consisting of Domestic Prime Rate Loans.

(b)           If prior to the time a Domestic Revolving Loan would otherwise have been made as provided above as a consequence of a Notice of Swing Line Refunding, any of the events

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specified in section 12.1(g) shall have occurred in respect of a Borrower or if one or more of the Domestic Facility Lenders shall determine that it is legally prohibited from making a Domestic Revolving Loan under such circumstances, each Domestic Facility Lender (other than the Swing Line Lender), or each Domestic Facility Lender (other than the Swing Line Lender) so prohibited, as the case may be, shall, on the date such Domestic Revolving Loan would have been made by it (the “Purchase Date”), purchase an undivided participating interest in the outstanding Swing Line Revolving Loans to which such Notice of Swing Line Refunding related, in an amount (the “Swing Line Participation Amount”) equal to such Domestic Facility Lender’s Domestic Revolving Facility Percentage of such Swing Line Revolving Loans. On the Purchase Date, each such Domestic Facility Lender or each such Domestic Facility Lender so prohibited, as the case may be, shall pay to the Swing Line Lender, in immediately available funds, such Domestic Facility Lender’s Swing Line Participation Amount, and promptly upon receipt thereof the Swing Line Lender shall, if requested by such other Domestic Facility Lender, deliver to such Domestic Facility Lender a participation certificate, dated the date of the Swing Line Lender’s receipt of the funds from, and evidencing, such Domestic Facility Lender’s participating interest in such Swing Line Revolving Loans and its Swing Line Participation Amount in respect thereof. If any amount required to be paid by a Lender to the Swing Line Lender pursuant to the above provisions in respect of any Swing Line Participation Amount is not paid on the date such payment is due, such Lender shall pay to the Swing Line Lender on demand interest on the amount not so paid at the overnight Federal Funds Effective Rate from the due date until such amount is paid in full.

(c)           Whenever, at any time after the Swing Line Lender has received from any other Domestic Facility Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment from or on behalf of the Domestic Facility Borrowers on account of the related Swing Line Revolving Loans, the Swing Line Lender will promptly distribute to such Domestic Facility Lender its Domestic Revolving Facility Percentage of such payment on account of its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Domestic Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event such payment received by the Swing Line Lender is required to be returned, such Domestic Facility Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

(d)           Each Domestic Facility Lender’s obligation to make Domestic Revolving Loans and/or to purchase participations in connection with a Notice of Swing Line Refunding (which shall in all events be within such Domestic Facility Lender’s Unutilized Domestic Revolving Commitment) shall be subject to the conditions that:

(i)            such Domestic Facility Lender shall have received a Notice of Swing Line Refunding complying with the provisions hereof, and

(ii)           at the time the Swing Line Revolving Loans which are the subject of such Notice of Swing Line Refunding were made, the Swing Line Lender had no actual written notice from another Lender that an Event of Default had occurred and was continuing,

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but otherwise shall be absolute and unconditional, shall be solely for the benefit of the Swing Line Lender, and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Domestic Facility Lender may have against any other Lender, a Borrower, or any other person, may have against any Lender or other person, as the case may be, for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; (C) any event or circumstance involving a Material Adverse Effect upon any Borrower; (D) any breach of any Credit Document by any party thereto; or (E) any other circumstance, happening or event, whether or not similar to any of the foregoing.

2.6.         Notes and Loan Accounts.  (a) Forms of Notes.  The Borrowers’ obligations to pay the principal of, and interest on, the Loans by each Lender shall be evidenced (i) if Domestic Revolving Loans, by a promissory note of the Domestic Facility Borrowers substantially in the form of Exhibit A-1 with blanks appropriately completed in conformity herewith (each a “Domestic Revolving Note” and, collectively, the “Domestic Revolving Notes”), (ii) if Swing Line Revolving Loans, by a promissory note of the Domestic Facility Borrowers substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the “Swing Line Revolving Note”), and (iii) if Canadian Revolving Loans, by a promissory note of the Canadian Facility Borrowers substantially in the form of Exhibit A-3 with blanks appropriately completed in conformity herewith (each a “Canadian Revolving Note” and, collectively, the “Canadian Revolving Notes”).  In furtherance of the provisions of section 15.23 below, and for the avoidance of doubt, a Foreign Borrower only shall be required to execute and deliver a Note evidencing the Loans actually advanced to such Foreign Borrower (or other Foreign Borrowers of the same country) and in no event, shall a Foreign Borrower execute a Note evidencing any obligations in respect of Loans advanced to any Domestic Facility Borrowers.

(b)           Domestic Revolving Notes.  The Domestic Revolving Note issued to by a Domestic Facility Lender shall:  (i) be executed only by the Domestic Facility Borrowers; (ii) be payable to the order of such Domestic Facility Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) be in a stated principal amount equal to the Domestic Revolving Commitment of such Domestic Facility Lender and be payable in the principal amount of Domestic Revolving Loans evidenced thereby; (iv) mature on the Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Domestic Prime Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 7.2; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

(c)           Swing Line Revolving Note.  The Swing Line Revolving Note issued to the Swing Line Lender shall:  (i) be executed only by the Domestic Facility Borrowers; (ii) be payable to the order the Swing Line Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) be in a stated principal amount equal to the Swing Line Revolving Commitment of the Swing Line Lender and be payable in the principal amount of Swing Line Revolving Loans evidenced thereby; (iv) mature on the Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Domestic Prime Rate Loans and Flex Eurodollar Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 7.2; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

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(d)           Canadian Revolving Notes.  The Canadian Revolving Note issued to a Canadian Facility Lender shall:  (i) be executed only by the Canadian Facility Borrowers; (ii) be payable to the order of such Canadian Facility Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) be in a stated principal amount equal to the Canadian Revolving Commitment of such Canadian Facility Lender and be payable in the principal amount of Canadian Revolving Loans evidenced thereby; (iv) mature on the Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Canadian Prime Rate Loans and CDOR Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 7.2; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

(e)           [Reserved]

(f)            Loan Accounts of Lenders.  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the respective indebtedness of each of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(g)           Loan Accounts of Administrative Agents.  The Domestic Administrative Agent with respect to the Domestic Revolving Loans and Swing Line Revolving Loans, and the Canadian Administrative Agent with respect to Canadian Revolving Loans, in each case shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof, the particular Facility under which such Loan was made, and the Interest Period or maturity date and applicable interest rate if such Loan is a Eurodollar Loan or a CDOR Loan, (ii) the amount of any principal due and payable or to become due and payable from the Borrowers to each Lender hereunder, and (iii) the amount of any sum received by such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(h)           Effect of Loan Accounts, etc.  The entries made in the accounts maintained pursuant to sections 2.6(f) and (g) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender or an Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay or prepay the Loans in accordance with the terms of this Agreement.

(i)            Endorsements of Amounts on Notes Prior to Transfer.  Each Lender will, prior to any transfer of any of the Notes issued to it by the Borrowers, endorse on the reverse side thereof or the grid attached thereto the outstanding principal amount of Loans evidenced thereby.  Failure to make any such notation or any error in any such notation shall not affect the Borrowers’ obligations in respect of such Loans.

2.7.         Conversions of Domestic Revolving Loans and Canadian Revolving Loans .  The Borrowers shall have the option to Convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of their (i) Domestic Revolving Loans of one Type owing by them into a Borrowing or Borrowings pursuant to the Domestic Revolving Facility of another Type of Loans which can be made pursuant to such Facility and (ii) Canadian Revolving Loans of one Type owing by them into a

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Borrowing or Borrowings pursuant to the Canadian Revolving Facility of another Type of Loans which can be made pursuant to such Facility, provided that:

(a)           no partial Conversion of a Borrowing of Eurodollar Loans or CDOR Loans, as applicable, shall reduce the outstanding principal amount of the Eurodollar Loans or CDOR Loans, as applicable, made pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable thereto;

(b)           any Conversion of Eurodollar Loans into Domestic Prime Rate Loans and any Conversion of CDOR Loans into Canadian Prime Rate Loans shall, in each case, be made on, and only on, the last day of an Interest Period for such Eurodollar Loans or CDOR Loans, as the case may be;

(c)           Domestic Prime Rate Loans may only be Converted into Eurodollar Loans, and Canadian Prime Rate Loans may only be Converted into CDOR Loans, if no Default under section 12.1(a) or Event of Default is in existence on the date of the Conversion;

(d)           Domestic Prime Rate Loans may not be Converted into Eurodollar Loans, and Canadian Prime Rate Loans may not be Converted into CDOR Loans, during any period when such Conversion is not permitted under section 2.10; and

(e)           Borrowings of Eurodollar Loans and CDOR Loans resulting from this section 2.7 shall conform to the requirements of section 2.2(a).

Each such Conversion shall be effected by the applicable Borrower giving the Domestic Administrative Agent, in the case of Domestic Revolving Loans, or the Canadian Administrative Agent, in the case of Canadian Revolving Loans, at its Notice Office, prior to 12:00 noon (local time at such Notice Office), at least three Business Days’, in the case of Conversion into a Eurodollar Loan or a CDOR Loan (or prior to 12:00 noon (local time at such Notice Office) same Business Day’s, in the case of a Conversion into Domestic Prime Rate Loans or Canadian Prime Rate Loans), prior written notice (or telephonic notice promptly confirmed in writing if so requested by the applicable Administrative Agent) (each a “Notice of Conversion”), substantially in the form of Exhibit B-2, specifying the Loans to be so Converted, the Type of Loans to be Converted into and, if to be Converted into a Borrowing of Eurodollar Loans or CDOR Loans, the Interest Period to be initially applicable thereto.  The Domestic Administrative Agent, in the case of Domestic Revolving Loans, and the Canadian Administrative Agent, in the case of Canadian Revolving Loans, shall give each Domestic Facility Lender or Canadian Facility Lender, as the case may be, prompt notice of any such proposed Conversion affecting any of its Loans.  For the avoidance of doubt, the prepayment or repayment of (i) any Domestic Revolving Loans out of the proceeds of other Domestic Revolving Loans by the Domestic Facility Borrowers is not considered a Conversion of Domestic Revolving Loans into other Domestic Revolving Loans and (ii) any Canadian Revolving Loans out of the proceeds of other Canadian Revolving Loans by the Canadian Facility Borrowers is not considered a Conversion of Canadian Revolving Loans into other Canadian Revolving Loans.

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2.8.         Interest.  (a) Interest Rate for Domestic Prime Rate Loans.  During such periods as a Domestic Revolving Loan, a Swing Line Revolving Loan, or a Canadian Revolving Loan is a Domestic Prime Rate Loan, the unpaid principal amount thereof shall bear interest at a fluctuating rate per annum which shall at all times be equal to the Domestic Prime Rate in effect from time to time.

(b)           Interest Rate for Eurodollar Loans.  During such periods as a Domestic Revolving Loan or a Canadian Revolving Loan is a Eurodollar Loan, the unpaid principal amount thereof shall bear interest at a rate per annum which shall at all times during any Interest Period applicable thereto be the relevant Eurodollar Rate for such Interest Period, plus the Applicable Eurodollar Margin in effect from time to time.

(c)           Interest Rate for Canadian Prime Rate Loans.  During such periods as a Canadian Revolving Loan is a Canadian Prime Rate Loan, the unpaid principal amount thereof shall bear interest at a fluctuating rate per annum which shall at all times be equal to the Canadian Prime Rate in effect from time to time.

(d)           Interest Rate for CDOR Loans.  During such periods as a Canadian Revolving Loan is a CDOR Loan, the unpaid principal amount of each CDOR Loan shall bear interest at the rate per annum which shall at all times during any Interest Period applicable thereto be equal to the CDOR Rate for such Interest Period, plus the Applicable Eurodollar Margin in effect from time to time.

(e)           Interest Rate for Flex Eurodollar Loans.  During such periods as a Swing Line Revolving Loan is a Flex Eurodollar Loan, the unpaid principal amount of each Flex Eurodollar Loan shall bear interest a fluctuating rate per annum which shall at all times during the one-month Interest Period applicable thereto be equal to the Flex Eurodollar Rate as determined by the Domestic Administrative Agent plus the Applicable Eurodollar Margin in effect from time to time.

(f)            Default Interest.  Notwithstanding the above provisions, if a Default under section 12.1(a) or an Event of Default is in existence, all outstanding amounts of principal and, to the extent permitted by law, all overdue interest, in respect of each Loan shall bear interest, payable on demand, at a fluctuating rate per annum equal to two percent (2%) per annum above the interest rate which is or would be applicable from time to time pursuant to sections 2.8(a) in respect of Domestic Prime Rate Loans.  If any amount (other than the principal of and interest on the Loans) payable by the Borrowers under the Credit Documents is not paid when due, such amount shall bear interest, payable on demand, at a fluctuating rate per annum equal to two percent (2%) per annum above the interest rate which would be applicable under section 2.8(a) to Domestic Prime Rate Loans in effect from time to time.

(g)           Accrual and Payment of Interest.  Interest shall accrue from and including the date of any Borrowing to but excluding the date of any prepayment or repayment thereof and shall be payable on the Maturity Date and:

(i)            in the case of any Swing Line Revolving Loan, (A) monthly in arrears on the last Business Day of each calendar month, and (B) on any repayment or prepayment

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(on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand;

(ii)           in the case of any Domestic Revolving Loan, (A) which is a Domestic Prime Rate Loan, monthly in arrears on the last Business Day of each calendar month, (B) which is a Eurodollar Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on the dates which are successively three months after the commencement of such Interest Period, and (C) on any repayment, prepayment or Conversion (on the amount repaid, prepaid or Converted), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand; and

(iii)          in the case of any Canadian Revolving Loan, (A) which is a Canadian Prime Rate Loan or a Domestic Prime Rate Loan, monthly in arrears on the last Business Day of each calendar month, (B) which is a CDOR Loan or a Eurodollar Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on the dates which are successively three months after the commencement of such Interest Period, and (C) on any repayment, prepayment or Conversion (on the amount repaid, prepaid or Converted), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

(h)           Computations of Interest.  All computations of interest hereunder shall be made in accordance with section 15.7(b).

(i)            Information as to Interest Rates.  The Domestic Administrative Agent, in the case of Borrowings under the Domestic Revolving Facility or the Swing Line Revolving Facility, or the Canadian Administrative Agent, in the case of Borrowings under the Canadian Revolving Facility, as the case may be, upon determining the interest rate for any Borrowing shall promptly notify the affected Borrowers and the affected Lenders thereof.  Subject to any maximum or minimum interest rate limitation specified herein or by applicable law, the Flex Eurodollar Rate shall change automatically without notice to the Borrower immediately on each Business Day with each change in the Flex Eurodollar Rate, with any change thereto effective as of the opening of business on the day of the change.  If the Domestic Administrative Agent or the Canadian Administrative Agent, as the case may be, is unable to determine the Eurodollar Rate for any Borrowing of Eurodollar Loans or the Flex Eurodollar Rate for any Borrowing of Flex Eurodollar Loans by reference to the Telerate Screen or other information provided by a service organization referred to in clause (i) of the definitions of the term Eurodollar Rate and Flex Eurodollar Rate, as the case may be, then each Reference Bank agrees to furnish the Domestic Administrative Agent or the Canadian Administrative Agent, as the case may be, timely information for the purpose of determining the Eurodollar Rate or the Flex Eurodollar Rate, as the case may be, for any such Borrowing.  If any one or more of the Reference Banks shall not timely furnish such information, the Domestic Administrative Agent or the Canadian Administrative Agent, as the case may be, shall determine the Eurodollar Rate or the Flex Eurodollar Rate, as the case may be, on the basis of timely information furnished by the remaining Reference Banks.

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(j)            Interest Margins.  As used herein, the term “Applicable Eurodollar Margin”, as applied to any Domestic Revolving Loan that is a Eurodollar Loan, any Swing Line Revolving Loan that is a Flex Eurodollar Loan, any Canadian Revolving Loan that is a CDOR Loan or a Eurodollar Loan, means the particular rate per annum determined by the Domestic Administrative Agent in accordance with the Pricing Grid Table which appears below, based on the ratio of Consolidated Total Debt to Consolidated EBITDA and such Pricing Grid Table, and the following provisions:

(i)            Initially, until changed hereunder in accordance with the following provisions, the Applicable Eurodollar Margin will be 40.00 Basis Points per annum.

(ii)           Commencing with the fiscal quarter of the Borrowers ended on or nearest to December 31, 2005, and continuing with each fiscal quarter thereafter, the Domestic Administrative Agent will determine the Applicable Eurodollar Margin in accordance with the Pricing Grid Table, based on the ratio of (x) Consolidated Total Debt as of the end of such fiscal quarter, to (y) Consolidated EBITDA for the Testing Period ended on the last day of such fiscal quarter, and identified in such Pricing Grid Table.  Changes in the Applicable Eurodollar Margin based upon changes in such ratio shall become effective on the first day of the month following the receipt by the Domestic Administrative Agent pursuant to section 10.1(a) or (b), as applicable, of the financial statements of the Borrowers in respect of the period ending with such fiscal quarter, accompanied by the applicable certificate and calculations referred to in section 10.1(c), demonstrating the computation of such ratio, based upon the ratio in effect at the end of the applicable period covered (in whole or in part) by such financial statements.

(iii)          Notwithstanding the above provisions, during any period when (A) the Borrowers have failed to timely deliver their consolidated financial statements referred to in section 10.1(a) or (b), accompanied by the applicable certificate and calculations referred to in section 10.1(c), (B) a Default under section 12.1(a) has occurred and is continuing, or (C) an Event of Default has occurred and is continuing, without waiving or limiting any other right or remedy of the Lenders in respect thereof, the Applicable Eurodollar Margin shall each be the highest rate per annum indicated therefor in the Pricing Grid Table, regardless of the ratio of Consolidated Total Debt to Consolidated EBITDA at such time.

(iv)          The Domestic Administrative Agent will promptly provide notice of its determinations hereunder to the Canadian Administrative Agent, the Borrowers and the Lenders.  Any such determination by such Administrative Agent pursuant to this section 2.8(j) shall be conclusive and binding absent manifest error.

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PRICING GRID TABLE

(expressed in Basis Points)

2.9.                            Selection and Continuation of Interest Periods.  (a) A Borrower shall have the right

(i)                                     at the time that it gives a Notice of Borrowing or Notice of Conversion in respect of the making of or Conversion into a Borrowing of (A) Domestic Revolving Loans consisting of Eurodollar Loans or (B) Canadian Revolving Loans consisting of CDOR Loans or Eurodollar Loans, to select in such Notice the Interest Period to be applicable to such Borrowing, and

(ii)                                  prior to 11:00 A.M. (local time at the Notice Office) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Domestic Revolving Loans consisting of Eurodollar Loans, to elect by giving the Domestic Administrative Agent written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Domestic Administrative Agent) to Continue all or a portion consisting of at least the Minimum Borrowing Amount of the principal amount of such Loans as one or more Borrowings of Eurodollar Loans and to select the Interest Period to be applicable to any such Borrowing, and

(iii)                               prior to 11:00 A.M. (local time at the Notice Office) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Canadian

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Revolving Loans consisting of CDOR Loans or Eurodollar Loans, to elect by giving the Canadian Administrative Agent written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Canadian Administrative Agent) to Continue all or a portion consisting of at least the Minimum Borrowing Amount of the principal amount of such Loans as one or more Borrowings of, as the case may be, CDOR Loans or Eurodollar Loans and to select the Interest Period to be applicable to any such Borrowing (any such notice referred to in this section 2.9(a)(ii) or 2.9(a)(iii), a “Notice of Continuation”),

which Interest Period shall, at the option of the applicable Borrowers, be a one, two, three or six month period; provided, that notwithstanding anything to the contrary contained above, the Borrower’s right to select an Interest Period or to effect any Continuation shall be subject to the applicable provisions of section 2.10 and to the following:

(i)                                     the initial Interest Period for any Borrowing of Eurodollar Loans or CDOR Loans shall commence on the date of such Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(ii)                                  if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(iii)                               if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iv)                              no Interest Period for any Eurodollar Loan or any CDOR Loan may be selected which would end after the Maturity Date;

(v)                                 each Borrowing of Eurodollar Loans and CDOR Loans resulting from any Continuation shall be in at least the Minimum Borrowing Amount applicable thereto;

(vi)                              no Interest Period may be elected at any time when a Default under section 12.1(a) or an Event of Default is then in existence unless the Required Domestic Facility Lenders or the Required Canadian Facility Lenders, as applicable, otherwise agree; and

(vii)                           A Borrowing of any Class may not be Converted to or Continued as a Borrowing of Eurodollar Loans or CDOR Loans if after giving effect thereto (i) the Interest Period therefor would commence before and end after a date on which any principal of the Loans of such Class is scheduled to be repaid and (ii) the sum of the aggregate principal amount of outstanding Borrowings of Eurodollar Loans or CDOR Loans of such Class with Interest Periods ending on or prior to such scheduled repayment

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date, plus the aggregate principal amount of outstanding Borrowings of, as applicable, Domestic Prime Rate Loans or Canadian Prime Rate Loans of such Class would be less than the aggregate principal amount of Loans of such Class required to be repaid on such scheduled repayment date.

(b)                                 If upon the expiration of any Interest Period the applicable Borrower has failed to (or may not) elect a new Interest Period to be applicable to the respective Borrowing of Eurodollar Loans or CDOR Loans as provided above, such Borrower shall be deemed to have elected to Convert such Borrowing of Eurodollar Loans to Domestic Prime Rate Loans and such Borrowing of CDOR Loans to Canadian Prime Rate Loans, effective as of the expiration date of such current Interest Period.  If the applicable Borrower fails to specify in a Notice of Continuation the Interest Period for any Eurodollar Loans or CDOR Loans which will be Continued as Eurodollar Loans or CDOR Loans, as the case may be, such Interest Period shall be deemed to be one month.

2.10.                     Increased Costs, Illegality, etc.  (a) In the event that (1) in the case of clause (i) below, the Administrative Agents or (2) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):

(i)                                     on any date for determining the Eurodollar Rate or the CDOR Rate for any Interest Period, or the Flex Eurodollar Rate, that by reason of any changes arising after the Effective Date affecting the applicable interbank Eurodollar market or the interbank Canadian Dollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate, the Flex Eurodollar Rate or the CDOR Rate; or

(ii)                                  at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder in an amount which such Lender reasonably deems material with respect to any Eurodollar Loans, Flex Eurodollar Loans or CDOR Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Effective Date in any applicable law, governmental rule, regulation, guideline, order or request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves includable in the Eurodollar Rate and the Flex Eurodollar Rate pursuant to the definitions thereof) and/or (y) other circumstances adversely affecting the interbank Eurodollar market with respect to Eurodollar Loans and Flex Eurodollar Loans, the interbank Canadian Dollar market with respect to CDOR Loans, or the position of such Lenders in such markets; or

(iii)                               at any time, that the making or continuance of any Eurodollar Loan, Flex Eurodollar Loan or CDOR Loan has become unlawful by compliance by such Domestic Facility Lender or Canadian Facility Lender, as applicable, in good faith with any change since the Effective Date in any law, governmental rule, regulation, guideline or order, or

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the interpretation or application thereof, or would conflict with any thereof not having the force of law but with which such Lender customarily complies or has become impracticable as a result of a contingency occurring after the Effective Date which materially adversely affects the interbank Eurodollar market or the interbank Canadian Dollar market;

then, and in any such event, such Lender (or the applicable Administrative Agent in the case of clause (i) above) shall (x) on or promptly following such date or time and (y) within 10 Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the affected Borrowers and to the Administrative Agents of such determination (which notice the Administrative Agents shall promptly transmit to each of the other applicable Lenders).  Thereafter (x) in the case of clause (i) above, affected Eurodollar Loans, Flex Eurodollar Loans or affected CDOR Loans, as the case may be, shall no longer be available until such time as the applicable Administrative Agent notifies the affected Borrowers and the affected Lenders that the circumstances giving rise to such notice by such Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion, as applicable, given by the Borrowers with respect to affected Eurodollar Loans, affected Flex Eurodollar Loans, or affected CDOR Loans, as applicable, which have not yet been incurred or converted shall be deemed rescinded by such Borrowers or, in the case of a Notice of Borrowing, shall, at the option of the affected Borrowers, be deemed converted into a Notice of Borrowing for Domestic Prime Rate Loans (in the case of affected Eurodollar Loans and Flex Eurodollar Loans) or Canadian Prime Rate Loans (in the case of affected CDOR Loans) to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the affected Borrowers shall, for so long as such increased cost or reduction in amount shall exist, pay to such Domestic Facility Lender, Swing Line Lender or the Canadian Facility Lender, as applicable, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender, for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof submitted to the affected Borrowers by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the affected Borrowers shall take one of the actions specified in section 2.10(b) as promptly as possible and, in any event, within the time period required by law.

(b)                                 At any time that any Eurodollar Loan, any Flex Eurodollar Loan or any CDOR Loan is affected by the circumstances described in section 2.10(a)(ii) or (iii), the affected Borrowers may (and in the case of a Eurodollar Loan, Flex Eurodollar Loan or CDOR Loan affected pursuant to section 2.10(a)(iii) the affected Borrowers shall) either (i) if the affected Eurodollar Loan, the affected Flex Eurodollar Loan, or the affected CDOR Loan, as applicable, is then being made pursuant to a Borrowing, by giving the Domestic Administrative Agent or Canadian Administrative Agent, as applicable, telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrowers were notified by a Lender pursuant to section 2.10(a)(ii) or (iii), cancel said affected Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of Domestic Prime Rate Loans (in the case of affected Eurodollar Loans and affected Flex Eurodollar Loans) or Canadian Prime Rate Loan (in the case of affected CDOR Loans) or require the affected Lender to make its requested Loan as a Domestic Prime

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Rate Loan (in the case of affected Eurodollar Loans or affected Flex Eurodollar Loans) or Canadian Prime Rate Loan (in the case of affected CDOR Loans), as the case may be, or (ii) if the affected Eurodollar Loan, the affected Flex Eurodollar Loan, or the affected CDOR Loan, as applicable, is then outstanding, upon at least one Business Day’s notice (or same Business Day’s notice in the case of an affected Flex Eurodollar Loan) to the Domestic Administrative Agent or the Canadian Administrative Agent, as applicable, require the affected Lender to convert each such Eurodollar Loan or Flex Eurodollar Loan, as applicable, into a Domestic Prime Rate Loan or each such CDOR Loan into a Canadian Prime Rate Loan, provided that if more than one Domestic Facility Lender (in the case of Eurodollar Loans) or more than one Canadian Facility Lender (in the case of CDOR Loans or Eurodollar Loans) is affected at any time, then all affected Domestic Facility Lenders and all affected Canadian Facility Lenders, as the case may be, must be treated the same pursuant to this section 2.10(b).

(c)                                  If any Lender shall have determined that after the Effective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy), then from time to time, within five days after demand by such Lender (with a copy to the Administrative Agents), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction.  Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this section 2.10(c), will give prompt written notice thereof to the Borrowers, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrowers’ obligations to pay additional amounts pursuant to this section 2.10(c) upon the subsequent receipt of such notice.

2.11.                     Breakage Compensation.  Each Borrower shall compensate each applicable Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting and the method of calculating such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans or CDOR Loans) which such Lender may sustain:  (i) if for any reason (other than a default by such Lender or such Administrative Agent), a Borrowing of Eurodollar Loans or CDOR Loans, as applicable, does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion (whether or not rescinded or withdrawn by the Borrowers or deemed rescinded or withdrawn pursuant to section 2.10); (ii) if any repayment, prepayment, Conversion or Continuation of any of its Eurodollar Loans or CDOR Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of

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its Eurodollar Loans or CDOR Loans is not made on any date specified in a notice of prepayment given by a Borrower; or (iv) as a consequence of (x) any other default by a Borrower to repay its Eurodollar Loans or CDOR Loans when required by the terms of this Agreement or (y) an election made pursuant to section 2.10(b).  Such loss, cost, expense and liability 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 interest 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 effect a Borrowing, Conversion or Continuation, for the 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 London interbank market (with respect to Eurodollar Loans) or the Canadian Dollar interbank market (with respect to CDOR Loans). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this section shall be delivered to the Borrowers and shall be conclusive absent manifest error.  Each Borrower shall pay such Lender the amount shown as due on any such request within ten days after receipt thereof.

2.12.                     Same Indebtedness; Other References

(a)                                  This Agreement and the other Credit Documents shall not be deemed to provide for or effect a novation or repayment and re-advance of any portion of the Indebtedness under the Existing Credit Agreement now outstanding, it being the intention of the Borrowers and the Lenders hereby that the Indebtedness owing under this Agreement be and hereby is the same Indebtedness as that owing under the Existing Credit Agreement immediately prior to the effectiveness hereof.  Without limiting the generality of the foregoing, to the extent, if any, not paid prior to the effectiveness of this Agreement, all accrued interest and fees owing under and pursuant to the Existing Credit Agreement shall be due and payable in full on the date on which they would have been due and payable pursuant to the Existing Credit Agreement.

(b)                                 Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be deemed to have been amended and restated in its entirety and superseded by this Agreement, and any references in any other Credit Document to the Existing Credit Agreement shall be deemed to refer to this Agreement.

SECTION 3.                            DOMESTIC FACILITY LETTERS OF CREDIT.

3.1.                            Domestic Facility Letters of Credit.  (a) Subject to and upon the terms and conditions herein set forth, any Domestic Facility Borrower may request a Letter of Credit Issuer at any time and from time to time on or after the Closing Date and prior to the date that is 15 Business Days prior to the Maturity Date to issue, for the account of that Borrower or any of its Subsidiaries (other than the Receivables Facility Subsidiary) a Domestic Facility Letter of Credit (the Borrower so requesting, a “Domestic Facility Letter of Credit Obligor”), and in support of worker compensation, liability insurance, releases of contract retention obligations, contract performance guarantee requirements and other bonding obligations of a Domestic Facility Borrower or any Subsidiary (other than the Receivables Facility Subsidiary) of that Borrower

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incurred in the ordinary course of its business, and such other standby obligations of a Domestic Facility Borrower and any Subsidiary (other than the Receivables Facility Subsidiary) of that Borrower that are acceptable to the Letter of Credit Issuer, and subject to and upon the terms and conditions herein set forth, the Letter of Credit Issuer agrees to issue from time to time, irrevocable standby letters of credit denominated and payable in Dollars in such form as may be approved by such Letter of Credit Issuer and the Domestic Administrative Agent (each such letter of credit, a “Domestic Facility Letter of Credit” and collectively, the “Domestic Facility Letters of Credit”).

(b)                                 Notwithstanding the foregoing, (i) no Domestic Facility Letter of Credit shall be issued in the Stated Amount of which, when added to the Domestic Facility Letter of Credit Outstandings at such time, would exceed either (x) $50,000,000 or (y) when added to the aggregate principal amount of all Domestic Revolving Loans and Swing Line Revolving Loans then outstanding, an amount equal to the Total Domestic Revolving Commitment at such time; (ii) no individual Domestic Facility Letter of Credit shall be issued which has an initial Stated Amount less than $100,000 unless such lesser Stated Amount is acceptable to the Letter of Credit Issuer; and (iii) each Domestic Facility Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (A) one year from the date of issuance thereof, unless a longer period is approved by the relevant Letter of Credit Issuer and the Required Domestic Facility Lenders, and (B) 15 Business Days prior to the Maturity Date, in each case on terms acceptable to the Domestic Administrative Agent and the Letter of Credit Issuer. In addition, no Domestic Facility Letter of Credit shall be issued or increased in amount if after giving effect thereto the Domestic Facility Borrowers would be required to prepay Domestic Revolving Loans in accordance with section 7.2(a).

(c)                                  Notwithstanding the foregoing, in the event a Lender Default exists with respect to a Domestic Facility Lender, no Letter of Credit Issuer shall be required to issue any Domestic Facility Letter of Credit unless either (i) such Letter of Credit Issuer has entered into arrangements satisfactory to it and the Borrowers to eliminate such Letter of Credit Issuer’s risk with respect to the participation in Domestic Facility Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender’s or Lenders’ Domestic Revolving Facility Percentage of the Domestic Facility Letter of Credit Outstandings; or (ii) the issuance of such Domestic Facility Letter of Credit, taking into account the potential failure of such Defaulting Lender or Lenders to risk participate therein, will not cause such Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Domestic Revolving Loans and Domestic Facility Letter of Credit Outstandings in excess of its Domestic Revolving Commitment, and the Borrowers have undertaken, for the benefit of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form and substance to the Letter of Credit Issuer, not to thereafter incur Loans or Domestic Facility Letter of Credit Outstandings hereunder which would cause the Letter of Credit Issuer to incur aggregate credit exposure hereunder with respect to Loans and Domestic Facility Letter of Credit Outstandings in excess of its Domestic Revolving Commitment.

(d)                                 Annex III hereto contains a description of all Existing Letters of Credit outstanding on, and to continue in effect after, the Closing Date that were issued under the “Domestic Revolving Facility” of the Existing Credit Agreement. Each such Existing Letter of Credit shall constitute a “Domestic Facility Letter of Credit” for all purposes of this Agreement,

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issued, for purposes of section 5.2(b), on the Closing Date (provided that any and all fees accrued to the Closing Date in respect thereof pursuant to the Existing Credit Agreement shall have been paid in full on or before the Closing Date), and the Borrowers, the Administrative Agents and the applicable Lenders hereby agree that, from and after such date, the terms of this Agreement shall apply to such Existing Letters of Credit, superseding any other agreement theretofore applicable to them to the extent inconsistent with the terms hereof.

3.2.                            Domestic Facility Letter of Credit Requests: Notices of Issuance.  (a) Whenever it desires that a Domestic Facility Letter of Credit be issued, a Domestic Facility Borrower shall give the Domestic Administrative Agent and the Letter of Credit Issuer written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Domestic Administrative Agent) which, if in the form of written notice shall be substantially in the form of Exhibit B-3, or transmit by electronic communication (if arrangements for doing so have been approved by the Letter of Credit Issuer), prior to 12:00 noon (local time at its Notice Office) at least three Business Days (or such shorter period as may be acceptable to the relevant Letter of Credit Issuer) prior to the proposed date of issuance (which shall be a Business Day) (each a “Domestic Facility Letter of Credit Request”), which Domestic Facility Letter of Credit Request shall include such supporting documents that such Letter of Credit Issuer customarily requires in connection therewith (including, in the case of a Letter of Credit for an account party other than the Domestic Facility Borrowers, an application for, and if applicable a reimbursement agreement with respect to, such Letter of Credit).  Any documents executed in connection with the issuance of a Letter of Credit (whether a Domestic Facility Letter of Credit or a Canadian Facility Letter of Credit), including the Letter of Credit itself, are herein referred to as “Letter of Credit Documents”.  In the event of any inconsistency between any of the terms or provisions of any Letter of Credit Document and the terms and provisions of this Agreement respecting Domestic Facility Letters of Credit, the terms and provisions of this Agreement shall control.  The Domestic Administrative Agent shall promptly notify each Domestic Facility Lender of each Domestic Facility Letter of Credit Request.