Exhibit 99.3

Execution Copy

$350,000,000

CREDIT AGREEMENT

Dated as of July 21, 2009

among

WORLD COLOR PRESS INC.,

and

NOVINK (USA) CORP.,
to be renamed WORLD COLOR (USA) CORP.,

as Borrowers

THE GUARANTORS PARTY HERETO,

GENERAL ELECTRIC CAPITAL CORPORATION,

 ▇▇▇▇▇ FARGO FOOTHILL, LLC

and

CREDIT SUISSE,

as Co-Administrative Agents

and

GE CANADA FINANCE HOLDING COMPANY

as Canadian Agent and Canadian Collateral Agent

GENERAL ELECTRIC CAPITAL CORPORATION,

▇▇▇▇▇ FARGO FOOTHILL, LLC

and

CREDIT SUISSE

as Co-Collateral Agents

GMAC COMMERCIAL FINANCE LLC,
as Syndication Agent

and

THE INITIAL LENDERS AND THE OTHER LENDERS PARTY HERETO

GE CAPITAL MARKETS, INC.,

GE CAPITAL MARKETS (CANADA) LTD.,

▇▇▇▇▇ FARGO SECURITIES, LLC

and

CREDIT SUISSE SECURITIES (USA) LLC

as Joint Lead Arrangers and Co-Bookrunners

T A B L E   O F   C O N T E N T S

CREDIT AGREEMENT

CREDIT AGREEMENT (this “Agreement”) dated as of July 21, 2009 among WORLD COLOR PRESS INC., a corporation amalgamated under the laws of Canada and having its registered office in Montreal, Province of Quebec, Canada (the “Parent”), NOVINK (USA) CORP. (successor in interest to Quebecor World (USA) Inc. (“QWUSA”)), to be renamed WORLD COLOR (USA) CORP. a Delaware corporation (the “Company”) and each of the direct and indirect subsidiaries of the Parent and the Company approved from time to time by the Administrative Agents (as defined below) in their capacities as Borrowers (each a “Subsidiary Borrower”, and collectively the “Subsidiary Borrowers”, together with the Company and the Parent, the “Borrowers”), and each of the direct and indirect subsidiaries of the Borrowers set forth on Annex I hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.08, the “Lenders”),  GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), ▇▇▇▇▇ FARGO FOOTHILL, LLC (“▇▇▇▇▇”) and CREDIT SUISSE (“CS”), as co-administrative agents (or any successor appointed pursuant to Article VII, in such capacity, the “Administrative Agents”), ▇▇▇▇▇ FARGO FOOTHILL, LLC, as an initial Issuing Bank (in such capacity, an “Initial Issuing Bank”), GE CANADA FINANCE HOLDING COMPANY (“GE Canada” and “GECF”) as Canadian Agent and Canadian Collateral Agent (in such capacities, the “Canadian Agent” and the “Canadian Collateral Agent”), GECC, GE Canada, ▇▇▇▇▇ and CS, as  Collateral Agents (as defined below)  for the Lender Parties and the other Secured Parties (each as hereinafter defined), GMAC Commercial Finance LLC, as Syndication Agent (in such capacity, the  “Syndication Agent”), GECC and GE Canada, as the Initial Swing Line Lenders (in such capacity, the “Initial Swing Line Lenders”) and GE CAPITAL MARKETS, INC., GE CAPITAL MARKETS (CANADA) LTD., ▇▇▇▇▇ FARGO SECURITIES, LLC (“WFS”) and CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”), as Joint Lead Arrangers and Co-Bookrunners (in such capacities, the “Lead Arrangers”).

PRELIMINARY STATEMENTS

(1)           On January 21, 2008 QWUSA (predecessor in interest to the Company) and certain of its subsidiaries (in such capacity, collectively, the “Chapter 11 Debtors”) commenced proceedings (the “Bankruptcy Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) under Chapter 11 of Title 11 of the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.; the “Bankruptcy Code”).  On January 21, 2008, the Parent, QWUSA (predecessor in interest to the Company) and certain of their respective Subsidiaries (as hereinafter defined) (collectively, the “CCAA Debtors” and, together with the Chapter 11 Debtors, the “Debtors”)  commenced proceedings (the “CCAA Cases” and, together with the Bankruptcy Cases, the “Debtors’ Cases”) in the Superior Court of Québec (the “Canadian Bankruptcy Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”).  The Debtors are in the process of a reorganization pursuant to the Reorganization Plans (as hereinafter defined) and subject to the Confirmation Orders (as hereinafter defined).

(2)           Pursuant to orders issued in the Debtors’ Cases, the Parent, QWUSA (predecessor in interest to the Company) and certain of their respective Subsidiaries entered into a $1.0 billion debtor-in-possession credit agreement, dated as of January 21, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “DIP Credit Facility”), with the other loan parties party thereto, Credit Suisse, as administrative agent and General Electric Capital Corporation

and GE Canada Finance Holding Company, as collateral agent, the lenders party thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and ▇▇▇▇▇ Fargo Foothill, LLC, as co-syndication agents and Wachovia Bank, N.A., as documentation agent, which will be repaid and terminated upon the closing of the Facility (as hereinafter defined) and the implementation of the Reorganization Plans.

(3)           In order to repay amounts outstanding under the DIP Credit Facility, to finance the fees and expenses incurred in connection with the Facilities, the Term Loan Facility (as hereinafter defined) and the Reorganization Plans, to pay certain allowed priority claims due on the Closing Date (as hereinafter defined) or shortly thereafter, and for working capital and other general corporate purposes of the Borrowers and their respective Subsidiaries, the Borrowers have requested that, simultaneously with the consummation of the Reorganization Plans, the Lenders extend credit to the Borrowers under the Facilities in an aggregate principal amount of $350,000,000 to be made available to the Borrowers on the date on which both Reorganization Plans become effective and fully implemented.  On the Closing Date, the Borrowers will also enter into a senior secured term loan facility in an aggregate principal amount of $450,000,000 with Credit Suisse, ▇▇▇▇▇ and GECC, as co-administrative agents and as co-collateral agents for the Term Lenders (as hereinafter defined) and the Term Secured Parties (as hereinafter defined), CS Securities, GECM and WCS, as co-bookrunners and joint lead arrangers, Credit Suisse, as syndication agent and GECC and Wachovia as documentation agents (such facility, the “Term Loan Facility”).  Upon implementation of the Reorganization Plans, the Company will issue common equity interests, preferred equity interests, warrants, and the New Unsecured Notes (as hereinafter defined).

(4)           The Borrowers have requested that the Agents (as defined below) and the Lender Parties (as hereinafter defined) enter into a senior secured revolving credit facility (with subfacilities for swing line loans and letters of credit) in an aggregate principal amount not to exceed $350,000,000, which Facility shall consist of a $285,000,000 facility to the US Borrowers (the “US Facility”) and a $65,000,000 facility to the Canadian Borrowers (the “Canadian Facility”; collectively, the “Facilities”).

(5)           To provide guarantees and security for the repayment of the Advances under the Facilities, the reimbursement of any drawing under a Letter of Credit (as hereinafter defined) and the payment of the other Obligations (as hereinafter defined) of the Borrowers hereunder and the Guarantors hereunder under and the other Loan Documents (as hereinafter defined), as a condition precedent to the effectiveness hereof, the Borrowers and the Guarantors, as the case may be, will provide to the Administrative Agents and the Lender Parties (a) a guaranty from each of the Guarantors of the due and punctual payment of the obligations of the Borrowers hereunder and (b) the claims and liens described in this Agreement and the Collateral Documents.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acceptance Fee” means a fee payable by the Canadian Borrowers to the Primary Canadian Agent for the account of a Canadian Lender in Canadian Dollars with respect to the acceptance of a B/A, calculated on the face amount of the B/A at a rate per annum equal to the

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Applicable Margin from time to time in effect on the basis of the actual number of days in the applicable Interest Period (including the date of acceptance and excluding the date of maturity) and a year of 365 days, or 366, as the case may be.

“Account Collateral” means (i) all deposit and other bank accounts (including, without limitation, the pledged deposit accounts set forth on Schedule XI, and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing such accounts; (ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent for or on behalf of such Loan Party, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral; and (iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral.

“Account Control Agreement” has the meaning specified in Section 5.01(j).

“Account Debtor” means the Person obligated on an Account.

“Accounts” means, (a) for accounts payable to a Loan Party in the United States, the meaning specified for “accounts” in the UCC and (b) for accounts payable to a Loan Party in Canada, the meaning specified for “accounts” in the PPSA and for “Claims” under the Civil Code of Quebec, including, without limitation, in each case: (i) all accounts receivable, other receivables, book debts, claims and other forms of obligations (other than obligations evidenced by chattel paper, securities or Instruments) now owned or hereafter received or acquired by or belonging or owing to any Loan Party, whether arising out of goods sold or services rendered by it or from any other transaction (including any such obligations which may be characterized as an account or contract right under the PPSA), (ii) all of each Loan Party’s rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, (iii) all of each Loan Party’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (iv) all rights to payment due or to become due to any Loan Party for property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Loan Party or in connection with any other transaction (whether or not yet earned by performance on the part of such Loan Party), and (v) all collateral security and guarantees of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing.

“Activation Notice” has the meaning specified in Section 5.01(j).

“Administrative Agents” has the meaning specified in the recital of parties to this Agreement.

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“Administrative Agent’s Account” means (a) for Dollars, the account of the Primary US Agent specified by the Primary US Agent in writing to the Lenders from time to time; and (b) for Canadian Dollars, the account of the Primary Canadian Agent at such place in Canada as specified by the Primary Canadian Agent in writing to the Lenders from time to time.

“Advance” means a Revolving Credit Advance, a Swing Line Advance or a Letter of Credit Advance.

“Affected Lender” has the meaning specified in Section 2.20.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.  For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the ownership of at least 25% of the Equity Interests of a Person or the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

“Affiliate Subordination Terms” means substantially the terms set forth on Schedule 5.02(e).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Agents and Affiliates.

“Agents” means the Primary US Agent, the Primary Canadian Agent, any Administrative Agent, any Collateral Agent, any Syndication Agent, and the Lead Arrangers.

“Aggregate Advances” means, at any time, the aggregate principal amount of Canadian Advances and US Advances made to or for the account of the Borrowers outstanding at such time.

“Aggregate Canadian Advances” means, at any time, the aggregate principal amount of Advances made to or for the account of the Canadian Borrowers outstanding at such time.

“Aggregate US Advances” means, at any time, the aggregate principal amount of Advances made to or for the account of the US Borrowers outstanding at such time.

“Agreement Value” means, for each Hedge Agreement, on any date of determination, an amount equal to:  (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the “Master Agreement”), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedge Agreement, if (i) such Hedge Agreement was being terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole “Affected Party,” and (iii) the Primary US Agent was the sole party determining such payment amount (with the Primary US Agent making such determination pursuant to the provisions of the form of Master Agreement); (b) in the case of a Hedge Agreement traded on an exchange, the ▇▇▇▇-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party that is a party to such Hedge Agreement based on the settlement price of such Hedge Agreement on such date of determination; or (c) in all other cases, the ▇▇▇▇-to-market value of

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such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party that is a party to such Hedge Agreement determined as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.

“AML Legislation” has the meaning specified in Section 10.12.

“Applicable Administrative Agent” means (i) with respect to the Canadian Borrowers, Canadian Loan Parties, or Canadian Advances, the Primary Canadian Agent and (ii) with respect to the US Borrowers, US Loan Parties, or US Advances, the Primary US Agent.

“Applicable Collateral Agent” means (i) with respect to the Canadian Borrowers, Canadian Loan Parties, or Canadian Advances, the Canadian Collateral Agent and (ii) with respect to the US Borrowers, US Loan Parties, or US Advances, the US Collateral Agent.

“Applicable Lending Office” means, with respect to each Lender Party, (a) such Lender Party’s Domestic Lending Office in the case of a Base Rate Advance or Letter of Credit Advances to a US Borrower, (b) such Lender Party’s Canadian Lending Office in the case of a Canadian Prime Rate Advance or a Letter of Credit Advance to a Canadian Borrower, (c) such Lender Party’s Canadian BA Rate Lending Office in the case of a Canadian BA Rate Advance, and (d) such Lender Party’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“Applicable Margin” means (a) in respect of the US Swing Line Facility, as set forth in clause (b) below for Base Rate Advances and in respect of the Canadian Swing Line Facility, as set forth in clause (c) below for Canadian Prime Rate Advances, (b) in respect of Dollar Advances, 4.50% per annum, in the case of Eurodollar Rate Advances, and 3.50% per annum, in the case of Base Rate Advances and (c) in respect of Canadian Dollar Advances, 4.50% per annum, in the case of Canadian BA Rate Advances (it being agreed that the Applicable Margin in respect of a B/A Equivalent Loan is equivalent to the Applicable Margin otherwise applicable to the Canadian BA Rate Advance which has been replaced by the making of such B/A Equivalent Loan), and 3.50% per annum, in the case of Canadian Prime Rate Advances.

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

“Assigned Agreements” has the meaning given to such term in the Security Agreement.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Applicable Administrative Agent, in accordance with Section 10.08 and in substantially the form of Exhibit C hereto.

“B/A Equivalent Loan” has the meaning specified in Section 2.09(g).

“Bankers’ Acceptance” and “B/A” mean an instrument denominated in Canadian Dollars, drawn by the Parent and accepted by a Lender in accordance with this Agreement, and includes a

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“depository note” within the meaning of the Depository Bills and Notes Act (Canada) and a ▇▇▇▇ of exchange within the meaning of the Bills of Exchange Act (Canada).

“Bank of Canada Rate” means, at any date, the annual rate of interest at which the Bank of Canada is prepared to make advances, as effective on such date, and as made public in accordance with Section 21 of the Bank of Canada Act (Canada).

“Bankruptcy Cases” has the meaning specified in the Preliminary Statements.

“Bankruptcy Code” has the meaning specified in the Preliminary Statements.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a)           the rate of interest per annum established by CS in New York, New York, from time to time, as CS’s prime rate for Dollars loaned in the United States or Canada;

(b)           ½ of 1% per annum above the Federal Funds Rate;

(c)           the sum of (x)  the  Eurodollar Rate, for an Interest Period of one month as it appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin for Eurodollar Rate Advances over the Applicable Margin for Base Rate Advances, in each instance, as of such day; and

(d) four percent (4.00%) per annum.

The Base Rate is an index rate and is not necessarily intended to be the lowest or best rate of interest charged to other customers in connection with extensions of credit.

“Base Rate Advances” means Dollar Advances (or any portion thereof) for which the applicable rate of interest is based upon the Base Rate.

“BIA” means the Bankruptcy and Insolvency Act (Canada) as amended and in effect from time to time, and any successor statute.

“Borrowers” has the meaning specified in the recital of parties to this Agreement.

“Borrowers’ Account” means the account of the Borrowers maintained by the Borrowers and specified in writing to the Applicable Administrative Agent from time to time.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by the US Lenders or the Canadian Lenders, as the case may be.

“Borrowing Base” means, at any time of determination, the sum of the US Borrowing Base and the Canadian Borrowing Base.

“Borrowing Base Certificate” means a certificate in a form mutually agreeable to the Borrowers, the Primary Agents and the Primary Co-Collateral Agents (with such changes therein

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as may be required by the Primary Agents and the Primary Co-Collateral Agents to reflect the components of, and reserves against, the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of the Parent or by the controller of the Parent, which shall include detailed calculations as to the Borrowing Base, including calculations of the portion of the Borrowing Base attributable to each Borrower, as reasonably requested by the Primary Agents and the Primary Co-Collateral Agents; provided that any weekly reports delivered pursuant to Section 5.01(r)(iii).

“Borrowing Base Deficiency” means, at any time, the failure of (1) (a) the Borrowing Base at such time less $35,000,000 to equal or exceed (b) the sum of the Equivalent Amount of (i) the aggregate principal amount of the Revolving Credit Advances outstanding at such time plus (ii) the aggregate principal amount of the Swing Line Advances outstanding at such time plus (iii) aggregate L/C Obligations at such time, (2) (a) the US Borrowing Base at such time to equal or exceed (b) the sum of (i) the aggregate principal amount of the US Advances outstanding at such time plus (ii) the aggregate principal amount of the US Swing Line Advances outstanding at such time plus (iii)  the aggregate US L/C Obligations at such time or (3) (a) the Canadian Borrowing Base at such to equal or exceed (b) the sum of the Equivalent Amount of (i) the aggregate principal amount of the Canadian Advances outstanding at such time (ii) the aggregate principal amount of the Canadian Swing Line Advances outstanding at such time plus (iii)  the aggregate Canadian L/C Obligations at such time.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ and Montreal and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

“CAM “shall mean the mechanism for the allocation and exchange of interests in the Facilities and collections thereunder established under Section 10.18.

“CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in Section 10.18.

“CAM Exchange Date” shall mean the date on which (a) the actual or deemed entry of an order for relief with respect to any Borrower under any Debtor Relief Law or (b) an acceleration of U.S. Obligations or an acceleration of Canadian Obligations shall occur.

“CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Equivalent Amount of the Specified Obligations owed to such Lender and such Lender’s participation in the aggregate Letters of Credit immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Equivalent Amount  of the Specified Obligations owed to all the Lenders and the aggregate Letters of Credit immediately prior to such CAM Exchange Date.

“Canadian Advances” has the meaning specified in Section 2.01(b).

“Canadian Availability” means, at any time, the lesser of (i) the aggregate principal amount of the Canadian Commitments and (ii) the Canadian Borrowing Base, in each case, minus (A) the Equivalent Amount of Canadian Advances minus (B) the Equivalent Amount of Canadian L/C Obligations minus (C) the Equivalent Amount of Canadian Swing Line Advances, in each case as at such time.

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“Canadian BA Rate” means the greatest of (a) the CDOR Rate for banks listed in Schedule I of the Bank Act (Canada), (b) the lesser of (i) the CDOR Rate plus 0.10%, and (ii) the arithmetic average (rounded upward to the nearest multiple of 0.01%) of the discount rate quoted by the Reference Lenders at or about 10:00 a.m. Toronto time on the date of issue and acceptance of such Bankers’ Acceptances or Advance of such B/A Equivalent Loan for lenders not listed in Schedule I of the Bank Act (Canada) and (c) 3.0%.

“Canadian BA Rate Advances” means Canadian Advances (or any portion thereof) for which the applicable rate of interest is based upon the Canadian BA Rate and shall include, as applicable, B/A Equivalent Loans.  For greater certainty, unless the context requires otherwise, all provisions of this Agreement which are applicable to Bankers’ Acceptances are also applicable, mutatis mutandis, to B/A Equivalent Loans.

“Canadian BA Rate Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Canadian BA Rate Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party, as the case may be, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrowers and the Primary Canadian Agent.

“Canadian Bankruptcy Court” has the meaning specified in the Preliminary Statements.

“Canadian Bankruptcy Statutes” means the CCAA or the BIA, in each case as applicable.

“Canadian Benefit Plan” means any employee benefit plan maintained or contributed to by any Loan Party that is not a Canadian Pension Plan or a Canadian MEPP including, without limitation, any profit sharing, savings, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, supplementary unemployment benefit plan or arrangement and any life, health, dental and disability plan or arrangement in which the employees or former employees of any Loan Party employed in Canada participate or are eligible to participate, but excluding any stock option or stock purchase plan.

“Canadian Borrower” means the Parent and each Subsidiary Borrower organized under the laws of Canada or any province thereof.

“Canadian Borrowing Base” means, at any time of determination, the sum of the following:

(a) up to 85% of the Eligible Receivables of the Canadian Loan Parties;  plus

(b) the lesser of (i) up to 85% of the Orderly Liquidation Value Percentage (based on the most recent Inventory appraisal received by the Primary Co-Collateral Agents that satisfy the requirements of Section 5.01(r) and appraisals described in the definition of “Orderly Liquidation Value Percentage) of Eligible Inventory of the Canadian Loan Parties, (ii) up to 65% of Eligible Inventory of the Canadian Loan Parties (in each case at the lower of cost on a first-in first-out basis, market value and book value) and (iii) $25,000,000; minus

(c) Reserves to be reasonably determined by the Primary Co-Collateral Agents applicable to the Canadian Loan Parties.

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“Canadian Collateral” means all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by the Canadian Security Documents.

“Canadian Collateral Agent” means GECF, or any successors duly appointed in accordance with this Agreement.

“Canadian Dollars” and “CDN$” means the lawful currency of Canada.

“Canadian Commitment” means, with respect to any Canadian Lender at any time, the amount set forth for such time opposite such Lender’s name on Schedule I hereto under the caption “Canadian Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Primary Canadian Agent pursuant to Section 10.08(d) as such Lender’s “Canadian Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05. As of the Closing Date, the aggregate principal amount of the Canadian Commitment is $65,000,000.

“Canadian Issuing Bank” means (a) ▇▇▇▇▇ Fargo Financial Corporation Canada (“WFFCC”), except, that, (i) WFFCC will arrange for the issuance of the Canadian Letters of Credit by The Toronto-Dominion Bank (“TD”), or such other bank as WFFCC may select for such purpose, so that for purposes of the definition of “Canadian Letters of Credit” such term shall refer to letters of credit issued by TD (or such other bank) pursuant to its arrangements with WFFCC, (ii) for purposes of Sections 2.03(2)(a)(i) and (ii), WFFCC agrees to arrange for the issuance of the Canadian Letters of Letter so that references to the term “issue” in such section shall mean “issue or arrange to issue” as applied to WFFCC and (iii) each reference to “Canadian Issuing Bank” in Sections 2.03(2)(a)(ii), 2.03(2)(a)(iii), 2.03(2)(e), 2.03(f) and 2.03(2)(g) shall mean both WFFCC and TD (or such other bank) and (b) each other Issuing Bank, and as approved as a Canadian Issuing Bank by the Primary Agents and any Eligible Assignee to which a Letter of Credit Commitment hereunder has been assigned pursuant to Section 7.09 or 10.8.

“Canadian L/C Obligations” means, as at any date of determination, the aggregate L/C Available Amount of all outstanding Canadian Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Canadian Letters of Credit, including, without duplication, all Canadian Dollar Letter of Credit Advances.

“Canadian Lenders” means at any time each Lender named as such on the signature pages of the Agreement, and, if any such Canadian Lender shall decide to assign all or any portion of the Obligations of the Canadian Loan Parties, such term shall include any assignee of such Canadian Lender, in each case, that holds a Canadian Commitment or Canadian Advance at such time.

“Canadian Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Canadian Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party, as the case may be, for the Type of Borrowings available hereunder, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrowers and the Primary Canadian Agent.

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“Canadian Letter of Credit Sublimit” means $25,000,000.

“Canadian Letters of Credit” means any Letter of Credit issued by a Canadian Issuing Bank for the account of Canadian Borrowers.

“Canadian Loan Parties” means all Loan Parties organized under the law of Canada or any province or territory thereof; provided that, for the purposes of the Canadian Borrowing Base, “Canadian Loan Parties” shall exclude Subsidiaries of the Canadian Borrower incorporated under the laws of Quebec.

“Canadian MEPP” means a Canadian multi-employer pension plan within the meaning of applicable pension standards legislation to which any Loan Party makes contributions.

“Canadian Mortgages” has the meaning specified in Section 3.01(a)(xi).

“Canadian Obligations” means all Obligations of the Canadian Loan Parties.

“Canadian Pension Plan” means any plan which is considered to be a pension plan for the purposes of any applicable pension benefits standards statute and/or regulation in Canada or any province thereof established, maintained or contributed to by any Loan Party and, if applicable, their respective employees or former employees but excludes any Canadian MEPP.

“Canadian Pension Plan Event”  means an event resulting (with or without the consent of any Loan Party) in (a) either (i) the wind- up or termination in whole or in part of a Canadian Pension Plan or a Canadian MEPP or the withdrawal of a Loan Party from a Canadian MEPP or (ii) the cessation of participation of a Loan Party (or any affiliate or other related party thereto with whom there is contractual or statutory joint and several liability under pension standards legislation) in any Canadian Pension Plan, for any reason, (b) the issuance of a notice (or a notice of intent to issue such a notice) or the receipt of any material correspondence from a governmental authority or any other Person relating to any circumstance or event that could lead to or trigger a potential or actual, partial or full, termination or wind-up in whole or in part of any Canadian Pension Plan or Canadian MEPP with a defined benefit provision or the receipt of a notice of intent from a governmental authority to require the termination in whole or in part of any Canadian Pension Plan or Canadian MEPP, revoking the registration of same or appointing a new administrator of such a plan, (c) the institution of any procedure or other steps to trigger the termination of or obtain an order to terminate or wind-up, in full or in part, any Canadian Pension Plan or Canadian MEPP, (d) an event or condition which constitutes grounds under applicable pension standards or tax legislation for the issuance of an order, direction or other communication from any governmental authority or a notice of an intent to issue such an order, direction or other communication requiring a Loan Party or any affiliate to take or refrain from taking any action in respect of a Canadian Pension Plan or Canadian MEPP, (e) the issuance of either any order (including an order to remit delinquent contributions to the Pension Benefits Guarantee Fund of Ontario (the “PBGF”) or any similar fund) or charges which may give rise to the imposition of any fines or penalties to or in respect of any Canadian Pension Plan or the issuance of such fines or penalties, (f) the receipt of any notice from an administrator, a trustee or other funding agent or any other Person that a Loan Party or any of its affiliates have failed to remit any contribution to a Canadian Pension Plan or a Canadian MEPP or a similar notice from a governmental authority relating to a failure to pay any fees or other amounts (including payments in respect of the PBGF if applicable).

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“Canadian Prime Rate” means, on any day, the annual rate of interest equal to the greatest of (a) the annual rate of interest determined by the Primary Canadian Agent and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar denominated commercial loans in Canada, (b) the annual rate of interest equal to the sum of (i) the one month CDOR Rate in effect on such day, plus (ii) 1.00% and (c) 4.0%.

“Canadian Prime Rate Advances” means any Advance in Canadian Dollars (or any portion thereof) for which the applicable rate of interest is based upon the Canadian Prime Rate.

“Canadian Reorganization Plan” has the meaning specified in Section 3.01(n)(i).

“Canadian Security Documents” means (a) the Canadian general security agreement, mortgage, debenture or similar agreement or instrument executed and delivered by the Loan Parties in favor of the Canadian Collateral Agent, for the benefit of the Secured Parties, (b) the securities and debt pledge agreement entered into by the Parent, (c) each of the Quebec Security Documents, and (d) any other security agreement, mortgage, debenture or similar agreement or instrument executed and delivered by the Parent and its Subsidiaries in favor of the Canadian Collateral Agent, for the benefit of the Secured Parties, in each case in form and substance reasonably satisfactory to the Canadian Collateral Agent, and any other document designated as such, as the same may be amended, supplemented, replaced, restated or otherwise modified from time to time.

“Canadian Swing Line Advance” means an advance made by (a) the Canadian Swing Line Lender pursuant to Section 2.01(d)(2) or (b) any Canadian Lender pursuant to Section 2.02(b).

“Canadian Swing Line Borrowing” means a borrowing consisting of a Canadian Swing Line Advance made by the Canadian Swing Line Lender pursuant to Section 2.01(d)(2) or the Canadian Lenders pursuant to Section 2.02(b).

“Canadian Swing Line Commitment” means, with respect to the Canadian Swing Line Lender, the amount set forth opposite its name on Schedule I hereto under the caption “Canadian Swing Line Commitment” or, if the Canadian Swing Line Lender has entered into an Assignment and Acceptance, set forth for the Canadian Swing Line Lender in the Register maintained by the Applicable Administrative Agent pursuant to Section 10.08(d) as the Canadian Swing Line Lender’s “Canadian Swing Line Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Canadian Swing Line Facility” means, at any time, an amount equal to the aggregate amount of the Canadian Swing Line Lender’s Canadian Swing Line Commitment at such time, as such amount may be reduced at or prior to such time pursuant to Section 2.05 and including the Canadian Swing Line Sublimit.

“Canadian Swing Line Lender” means GECF and any Eligible Assignee to which the Canadian Swing Line Commitment hereunder has been assigned pursuant to Section 10.08 so long as such Eligible Assignee expressly agrees to perform in accordance with their terms all obligations that by the terms of this Agreement are required to be performed by it as a Canadian Swing Line Lender and notifies the Primary Canadian Agent of its Applicable Lending Office and the amount of its Canadian Swing Line Commitment (which information shall be recorded by

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the Primary Canadian Agent in the Register), for so long as such Canadian Swing Line Lender or Eligible Assignee, as the case may be, shall have a Canadian Swing Line Commitment.

“Canadian Swing Line Sublimit” means an amount equal to the lesser of (a) the amount of the Canadian Swing Line Lender’s Canadian Swing Line Commitment at such time and (b) $10,000,000, as such amount may be reduced from time to time pursuant to Section 2.05.  The Canadian Swing Line Sublimit is part of, and not in addition to, the Canadian Commitments.

“Canadian Tax Certificate” has the meaning specified in Section 5.03(r).

“Capital Expenditures” means, for any Person for any period, the sum (without duplication) of all expenditures made, directly or indirectly, by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a Consolidated statement of cash flows of such Person.  For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade in of existing equipment or with insurance proceeds or proceeds of asset sales that are reinvested as permitted under clause (a) of the definition of Net Cash Proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Dominion Period” means any time that (i) an Event of Default has occurred and is continuing or (ii) Excess Availability is less than $75,000,000.

“Cash Equivalents” means any of the following, to the extent owned by any Loan Party free and clear of all Liens other than Liens created under the Collateral Documents or claims or Liens permitted pursuant to this Agreement and having a maturity of not greater than 12 months from the date of issuance thereof:  (a) readily marketable direct obligations of the Government of the United States or Canada or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States or Canada, (b) certificates of deposit of or time deposits with any commercial bank that is a Lender Party or a member of the Federal Reserve System that issues (or the parent of which issues) commercial paper rated as described in clause (c), is organized under the laws of the United States (or any state thereof) or Canada (or any province thereof) and has combined capital and surplus of at least $500,000,000, (c) commercial paper in an aggregate amount of no more than $10,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any state of the United States or Canada (or any province thereof) and rated at least “Prime-1” (or the then equivalent grade) by ▇▇▇▇▇’▇ or “A-1” (or the then equivalent grade) by S&P, (d) Investments, classified in accordance with GAAP, as Current Assets of the Borrowers or any of their Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either ▇▇▇▇▇’▇ or S&P and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a),

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(b) and (c) of this definition, or (e) offshore overnight interest bearing deposits in foreign branches of CS.

“Cash Management Obligations” means all Obligations of any Loan Party owing to a Lender Party (or a banking Affiliate of a Lender Party) in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds.

“CBCA” means the Canada Business Corporations Act (Canada).

“CCAA” has the meaning specified in the Preliminary Statements.

“CCAA Cases” has the meaning specified in the Preliminary Statements.

“CCAA Debtors” has the meaning specified in the Preliminary Statements.

“CDOR Rate” means, on any day and for any period, an annual rate of interest equal to the average rate applicable to Canadian Dollar bankers’ acceptances for the applicable period appearing on the “Reuters Screen CDOR Page” (as defined in the International Swaps and Derivatives Association, Inc. 2000 definitions, as modified and amended from time to time), rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:00 a.m., on such day, or if such day is not a Business Day, then on the immediately preceding Business Day, provided that if such rate does not appear on the Reuters Screen CDOR Page on such day as contemplated, then the CDOR Rate on such day shall be calculated as the average of the rates for such period applicable to Canadian Dollar bankers’ acceptances quoted by the banks listed in Schedule I of the Bank Act (Canada) as of 10:00 a.m., on such day or, if such day is not a Business Day, then on the immediately preceding Business Day.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue Code.

“Change of Control” means the occurrence of any of the following:  (a) any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof), shall own, directly or indirectly, beneficially or of record, shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Voting Stock of the Parent; or (b) a majority of the seats (other than vacant seats) on the board of directors of the Parent shall at any time be occupied by persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated; or (c) any change in control (or similar event, however denominated) with respect to the Parent, the Borrowers or any Subsidiary shall occur under and as defined in any indenture or note or agreement in respect of material Debt to which the Parent, the Borrowers or any Subsidiary is a party; or (d) the Parent shall cease to directly, or indirectly through one or more Intermediate Holding Companies, own, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Company; or (e) any person or group acting in concert shall have acquired by contract or otherwise, the power to exercise, directly or indirectly, voting rights that if acquired through beneficial or record ownership of Voting Stock would constitute a Change of Control under clause (a) of this definition; provided that the consummation of the transactions contemplated by the Reorganization Plans shall not constitute a Change of Control hereunder.

“Chapter 11 Debtors” has the meaning specified in the Preliminary Statements.

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“Charges” has the meaning specified in Section 10.14.

“Class A Preferred Shares” means Class A Preferred Shares issued by the Parent pursuant to its constitutive documents in accordance with the terms hereof and thereof.

“Closing Date” means the date on which this Agreement shall become effective pursuant to Section 3.01.

“Collateral” means all “Collateral” referred to in the Collateral Documents and all other property that is or is intended to be subject to or charged under any Lien in favor of the Applicable Collateral Agent for the benefit of the Secured Parties.

“Collateral Agents” means, collectively, the US Collateral Agent, the Canadian Collateral Agent, ▇▇▇▇▇ and CS, or any successors duly appointed in accordance with this Agreement.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreements, the Intellectual Property Security Agreement, the Canadian Security Documents and any other agreement that creates or purports to create a Lien in favor of any of the US Collateral Agent or the Canadian Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a US Commitment, a Canadian Commitment, a Swing Line Commitment or a Letter of Credit Commitment.

“Commitment Fee Rate” means an interest rate equal to (i) 1.00% at any time that the Revolving Credit Facility Usage as determined on an average basis for the applicable month is less than 50% of the aggregate US Commitment and (ii) 0.75% otherwise.

“Communications” has the meaning specified in Section 10.03(b).

“Company” has the meaning specified in the recital of parties to this Agreement.

“Compliance Certificate” means a certificate substantially in the form of Exhibit I.

“Concentration Account” has the meaning specified in Section 5.01(j).

“Concentration Account Bank” has the meaning specified in Section 5.01(j).

“Concentration Limit” means, (a) as to each Account Debtor that is unrated or with a corporate credit rating from ▇▇▇▇▇’▇ or S&P less than Baa3 or BBB-, respectively, in each case, with no less than a stable outlook, no more than 10% of the aggregate Accounts, and (b) as to each Account Debtor with a corporate credit rating from ▇▇▇▇▇’▇ or S&P greater than or equal to Baa3 and BBB-, respectively, in each case, with no less than a stable outlook, no more than 20% of the aggregate Accounts, in each case, unless a different percentage is set forth on Schedule VI for such Account Debtor; provided that no more than four Account Debtors may at any time each have more than 15% of the aggregate Accounts unless the Primary Agents and the Primary Co-Collateral Agents otherwise consent.

“Confidential Information” means any and all material non-public information delivered or made available by any Loan Party or any Subsidiary relating to any Loan Party or any

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Subsidiary or their respective businesses designated as confidential, other than any such information that is or has been made available publicly by a Loan Party or any Subsidiary.

“Confidential Information Memorandum” means the confidential information memorandum that will be used by the Lead Arrangers in connection with the syndication of the Commitments.

“Confirmation Order” shall have the meaning specified in Section 3.01(t)(i).

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated Debt for Borrowed Money” of any Person means, at any date of determination, the sum of (i) all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such Person at such date and (ii) all Synthetic Debt of such Person at such date.

“Consolidated Fixed Charge Coverage Ratio” means, as of the last day of any Measurement Period, with respect to the Borrowers and their respective Subsidiaries for any Measurement Period, the ratio of (a) (i) Consolidated EBITDAR less (ii) the aggregate amount of all cash Capital Expenditures (other than Capital Expenditures made using proceeds or Net Cash Proceeds arising from dispositions of assets actually received and re-invested (in accordance with the terms of this Agreement) in Capital Expenditures ) to (b) the sum of (i) Consolidated Interest Charges paid or payable in cash, (ii) the aggregate principal amount of all regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding Consolidated Debt for Borrowed Money, but excluding any such payments to the extent refinanced through the incurrence of additional Debt otherwise expressly permitted under Section 5.02(b), (iii) cash payments in respect of pension obligations to the extent not already recognized in the calculation of Consolidated EBITDAR and (iv) the aggregate amount of Federal, state, local and foreign income taxes paid in cash or, if accrued and anticipated to be paid in cash within 90 days, accrued in such period, in each case, of or by the Parent and its Subsidiaries for the most recently completed Measurement Period.

“Consolidated Interest Charges” means, for any period, for the Borrowers and their respective Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrowers and their respective Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense of the Borrowers and their respective Subsidiaries with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP, and (c) the implied interest component of Synthetic Debt (regardless of whether accounted for as interest expense under GAAP), all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs in respect of Hedge Agreements constituting interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of the Borrowers and their respective Subsidiaries, excluding financing costs in respect of this Agreement and the Term Loan Facility.

“Control Bank” has the meaning specified in Section 5.01(j).

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“Conversion”, “Convert” and “Converted” each refers to the conversion of Advances from one Type to Advances of the other Type.

“Corporate Rating” has the meaning specified in Section 3.01.

“CS” has the meaning specified in the recital of parties to this Agreement.

“CS Securities” has the meaning specified in the recital of parties to this Agreement.

“Currency Due” has the meaning specified in Section 2.21.

“Current Assets” means, with respect to any Person at any time, the consolidated current assets (other than cash and Cash Equivalents) of that Person.

“Current Liabilities” means, at any time, the consolidated current liabilities of any Person at such time, but excluding, without duplication, the current portion of any long-term Debt; provided the Current Liabilities shall exclude the Obligations.

“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under Capitalized Leases, (f) all obligations of such Person under acceptance, letter of credit or similar facilities, (g) all mandatory obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in cash in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all obligations of such Person in respect of Hedge Agreements that are classified as a liability on the balance sheet of such Person, valued at the Agreement Value thereof, (i) all Guarantee Obligations and Synthetic Debt of such Person and (j) all indebtedness and other payment Obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations; provided that the Class A Preferred Shares shall not constitute “Debt” hereunder .

“Debtor Relief Laws” means the Bankruptcy Code and Canadian Bankruptcy Statutes and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Debtors’ Cases” has the meaning specified in the Preliminary Statements.

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“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulted Advance” means, with respect to any Lender at any time, the portion of any Advance required to be made by such Lender to a Borrower pursuant to Section 2.01 or 2.02 at or prior to such time which has not been made by such Lender or by the Applicable Administrative Agent for the account of such Lender pursuant to Section 2.02(e) as of such time.  In the event that a portion of a Defaulted Advance shall be deemed made pursuant to Section 2.16(a), the remaining portion of such Defaulted Advance shall be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

“Defaulted Amount” means, with respect to any Lender Party at any time, any amount required to be paid by such Lender Party to the Applicable Administrative Agent or any other Lender Party hereunder or under any other Loan Document at or prior to such time which has not been so paid as of such time, including, without limitation, any amount required to be paid by such Lender Party to (a) any Swing Line Lender pursuant to Section 2.02(b) to purchase a portion of any Swing Line Advance made by such Swing Line Lender, (b) any Issuing Bank pursuant to Sections 2.03(1)(d) and 2.03(2)(d) to purchase a portion of a Letter of Credit Advance made by such Issuing Bank, (c) the Applicable Administrative Agent pursuant to Section 2.02(e) to reimburse the Applicable Administrative Agent for the amount of any Advance made by the Applicable Administrative Agent for the account of such Lender Party, (d) any other Lender Party pursuant to Section 2.14 to purchase any participation in Advances owing to such other Lender Party and (e) the Applicable Administrative Agent or any Issuing Bank pursuant to Section 7.07 to reimburse the Applicable Administrative Agent or such Issuing Bank for such Lender Party’s ratable share of any amount required to be paid by the Lender Parties to the Applicable Administrative Agent or such Issuing Bank as provided therein.  In the event that a portion of a Defaulted Amount shall be deemed paid pursuant to Section 2.16(b), the remaining portion of such Defaulted Amount shall be considered a Defaulted Amount originally required to be paid hereunder or under any other Loan Document on the same date as the Defaulted Amount so deemed paid in part.

“Defaulting Lender” means, at any time, any Lender (a) that has failed to fund any payments required to be made by it and funded all purchases of participations required to be funded by it under this Agreement and the other Loan Documents as of any date, (b) that has given verbal or written notice to a Borrower, any Agent or any Lender or has otherwise publicly announced that such Lender believes it will fail to fund all payments required to be made by it or fund all purchases of participations required to be funded by it under this Agreement and the other Loan Documents as of any date, (c) as to which any Agent or any Issuing Bank has a good faith belief that such Lender has defaulted in fulfilling its obligations (as a lender, agent or letter of credit issuer) under one or more other syndicated credit facilities or (d) with respect to which one or more Lender-Related Distress Events has occurred with respect to any Person that directly or indirectly controls such Lender.  For purposes of this definition, control of a Person shall have the same meaning as in the third sentence of the definition of Affiliate.

“DIP Credit Facility” has the meaning specified in the Preliminary Statements.

“Discount Proceeds” means, for any Bankers’ Acceptances or B/A Equivalent Loan, an amount (rounded to the nearest whole cent, and with one-half of one cent being rounded up)

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calculated on the applicable date of Borrowing by multiplying:  (a) the face amount of the Bankers’ Acceptances or the undiscounted amount of the B/A Equivalent Loan by (b) the quotient of one divided by the sum of one plus the product of (i) the Canadian BA Rate (expressed as a decimal) applicable to such Bankers’ Acceptance or such B/A Equivalent Loan, multiplied by (ii) a fraction,  the numerator of which is the Interest Period of the Bankers’ Acceptances or the B/A Equivalent Loan and the denominator of which is 365, with such quotient being rounded up or down to the nearest fifth decimal place, and with 0.000005 being rounded upward.

“Dollars” and “$” means the lawful currency of the United States.

“Domestic Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party, as the case may be, for the Type of Borrowings available hereunder, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrowers and the Primary US Agent.

“EBITDAR” means, for any period, without duplication

(a)                                  the sum, determined on a Consolidated basis, of

(i)                                     net income (or net loss),

plus the following, in each case to the extent deducted in determining net income:

(ii)                                  interest expense including facility fees, unused commitment fees, letter of credit fees and similar fees and other bank charges incurred in connection with debt for borrowed money, any prepayment premium on early redemption or prepayment of debt and the portion of rent expense under Capitalized Leases that is treated as interest, whether any of the foregoing is amortized or cash pay,

(iii)                               income tax expense,

(iv)                              minority interests in income,

(v)                                 depreciation expense,

(vi)                              amortization expense,

(vii)                           non-recurring or unusual expenses, costs or losses deducted in calculating net income less non-recurring or unusual gains added in calculating net income (provided that amounts with respect to this clause (vii) that are in excess of $10,000,000 in the aggregate (for any 12 month period) shall be excluded from this calculation unless the Primary Agent in its sole discretion has consented to their inclusion),

(viii)                        cash Restructuring Charges to the extent deducted in computing net income for such period and settled or to be settled in cash during such period,

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(ix)                                fees, costs and expenses incurred on or around the Closing Date in connection with this Agreement and the Term Loan Credit Agreement,

(x)                                   losses from the sale of assets or business (other than the sale of inventory in the ordinary course of business),

(xi)                                non-cash Restructuring Charges and related non-cash losses or other non-cash charges of the Parent and the Subsidiaries, from the writedown in the valuation of any assets in each case of the Parent and its Subsidiaries, determined in accordance with GAAP for such period,

(xii)                             goodwill impairment charges,

(xiii)                          non-cash losses on foreign exchange (to the extent deducted from net income) including non-cash exchange losses from reductions of net investments in self sustaining foreign operations, it being understood that losses resulting from translation of balance sheet items including, without limitation foreign currency debt, shall be deemed to be non-cash until realized,

(xiv)                         non-cash losses on derivatives, swaps or other similar hedging agreements resulting from marking to market such instruments (to the extent deducted from net income), it being understood that losses resulting from marking to market such instruments shall be deemed to be non-cash until realized,

(xv)                            dividends on preferred shares classified as liabilities,

minus (b) the sum of the following to the extent included in the determination of net income:

(i)                                     interest income,

(ii)                                  gains from the sale of assets or business (other than the sale of inventory in the ordinary course of business),

(iii)                               non-cash gains on foreign exchange (to the extent included in net income)  including non-cash exchange gains from reductions of net investments in self sustaining foreign operations, it being understood that gains resulting from translation of balance sheet items including, without limitation foreign currency debt, shall be deemed to be non-cash until realized

(iv)                              non-cash gains on derivatives, swaps or other similar hedging agreements resulting from marking to market such transactions in accordance with GAAP (to the extent included in net income), it being understood that gains resulting from marking to market such instruments shall be deemed to be non-cash until realized,

(v)                                 minority interests in losses,

provided that (x) for the Fiscal Quarter ended December 31, 2008, EBITDAR shall be deemed to be $118,300,000 and (y) for the Fiscal Quarter ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ shall be

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deemed to be $35,600,000.  In accordance with Section 1.03, it is understood that all of the forgoing shall be determined in accordance with GAAP.

“Eligible Assignee” means, (a) a Lender Party; (b) any Affiliate of a Lender Party; (c) an Approved Fund; and (d) any other Person (other than an individual) approved by (i) the Primary Agents, (ii) each Issuing Bank and (iii) unless an Event of Default has occurred and is continuing, and except in the case of an assignment by an Initial Lender during the primary syndication, the Borrowers (each such approval not to be unreasonably withheld or delayed); provided, however, that neither any Loan Party nor any Affiliate of any Loan Party shall qualify as an Eligible Assignee under this definition.

“Eligible Inventory” means, at the time of any determination thereof, without duplication, the Inventory Value of the Inventory of the Loan Parties at such time that is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (x) below. Subject to Section 10.01(j), criteria and eligibility standards used in determining Eligible Inventory may be fixed and revised from time to time by Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion.  Unless otherwise from time to time approved in writing by the Primary Agents and the Primary Co-Collateral Agents, no Inventory shall be deemed Eligible Inventory if, without duplication:

(a)                                  is not owned by any Loan Party free and clear of all Liens other than Liens permitted under clauses (a), (d) (provided the Primary Co-Collateral Agents receive waivers from the holder(s) of such Liens in form and substance satisfactory to the Primary Co-Collateral Agents) and (m) of the definition of Permitted Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure any Loan Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favor of Applicable Collateral Agent, on behalf of the Secured Parties, the aforesaid Permitted Liens and Liens securing Priority Payables that are unregistered and that secure amounts that are not yet due and payable (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); or

(b)                                 it is either (i) not located on property owned by a North American Loan Party or (ii) located at a third party processor or (except in the case of consigned Inventory, which is covered by clause (e) below) in another location not owned by a North American Loan Party (it being understood that the Borrowers will provide their best estimate of the value of such Inventory to be agreed to by the Primary Agents and the Primary Co-Collateral Agents and reflected in the Borrowing Base Certificate), and either (A) is not covered by a Landlord Lien Waiver, (B) a Rent Reserve has not been taken with respect to such Inventory or, in the case of any third party processor, a Reserve has not been taken by the Primary Agents and the Primary Co-Collateral Agents in the exercise of their reasonable discretion or (C) is not subject to an enforceable agreement in form and substance reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents pursuant to which the relevant Loan Party has validly assigned its access rights to such Inventory and property to the Applicable Collateral Agent; or (iv) it is at an owned location subject to a mortgage or hypothec (other than a Collateral Document or a collateral document under the Term Loan Facility) unless an enforceable mortgagee waiver agreement has been entered into in form and substance

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reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents or unless otherwise  reasonably satisfactory to the Applicable Collateral Agent; or

(c)                                  it is operating supplies, labels, packaging, promotional, marketing or shipping materials and supplies, cartons, repair parts, spare parts, labels or nonproductive stores inventory and other such materials, in each case not considered used for sale in the ordinary course of business of the Loan Parties party to the Collateral Documents by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion from time to time; or

(d)                                 it is not or ceases to be subject to a valid and perfected first priority Lien in favor of the Applicable Collateral Agent subject only to Permitted Liens under clauses (a), (b) and (d) of the definition thereof; or

(e)                                  it is consigned at a customer, supplier or contractor location but still accounted for in the inventory balance of a Loan Party; or

(f)                                    it is Inventory that is in-transit to or from a location not leased or owned by a North American Loan Party (it being understood that the Borrowers will provide their best estimate of the value of all such Inventory, which estimate is to be reflected in the Borrowing Base Certificate) other than any such in-transit Inventory from a Foreign Subsidiary to a Loan Party in an aggregate amount not in excess of $7,500,000 so long as  title for such Inventory has passed to a North American Loan Party or such Inventory is covered by Letters of Credit and such Inventory is insured on terms and conditions reasonably satisfactory to the Primary Agent and the Primary Co-Collateral Agents; or

(g)                                 it is Inventory with respect to which the representations and warranties set forth in the Collateral Documents applicable to Inventory are not true and correct; or

(h)                                 it is Inventory located outside the United States or Canada ; or

(i)                                     it is Inventory that fails to meet all standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such Inventory or its use or sale; or

(j)                                     it is Inventory that is not in the possession of or under the sole control of the Loan Parties party to the Collateral Documents; or

(k)                                  it is Inventory that is obsolete, unusable or otherwise unavailable or unfit for sale or is surplus or excess Inventory; or

(l)                                     it is Inventory that is finished goods;

(m)                               it is Inventory that is subject to or bears any intellectual property rights licensed to any Loan Party, unless the Primary Agents and the Primary Co-Collateral Agents are reasonably satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to the payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreements; or

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(n)                                 it is Inventory used as a sample or prototype, display or display item; or

(o)                                 to the extent of any portion of Inventory Value thereof attributable to intercompany profit among Loan Parties party to the Collateral Documents or their affiliates (it being understood that the Borrowers will provide their best estimate of the value of such Inventory Value to be agreed by the Primary Agents and the Primary Co-Collateral Agents and reflected in the most recent Borrowing Base Certificate); or

(p)                                 it is Inventory that is damaged, defective or marked for return to vendor, has been deemed by a Loan Party to require rework or is being held for quality control purposes; or

(q)                                 it is Inventory as to which a Borrower or any of its Subsidiaries takes an unrecorded book to physical inventory reduction based on its most recent physical inventory or cycle counts to the extent of such reduction or as otherwise determined by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion; or

(r)                                    it is Inventory as to which a Borrower or any of its Subsidiaries takes a revaluation reserve whereby favorable variances shall be deducted from Eligible Inventory and unfavorable variances shall not be added to Eligible Inventory; or

(s)                                  it is Inventory that constitutes Hazardous Materials or consists of goods that can be handled, transported or sold only with permits, Licenses, approvals or authorizations that are not readily available;

(t)                                    it is Inventory that is covered by a negotiable document of title, unless such document has been delivered to Administrative Agents with all necessary endorsements, free and clear of all Liens except those in favor of Agents on behalf of the Secured Parties; or

(u)                                 it is Inventory that consists of any costs associated with “freight in” charges; or

(v)                                 it is Inventory that is not covered by casualty insurance reasonably acceptable to Primary Agents and the Primary Co-Collateral Agents; or

(w)                               it is Inventory that is work in progress of the PreMedia division of the Borrowers, wherever located;

(x)                                   it is Inventory that is located at any premises containing Inventory in an aggregate amount of $100,000 or less;

(y)                                 it is Inventory that is otherwise unacceptable to Primary Agents and the Primary Co-Collateral Agents in their reasonable credit judgment.

The Primary Agents and the Primary Co-Collateral Agents shall use commercially reasonable efforts to promptly  notify the Borrowers after the exclusion of any Inventory that is pursuant to clause (y) above.

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“Eligible Receivables” means, at the time of any determination thereof, each Account that satisfies the following criteria: such Account (a) has been invoiced and represents the bona fide amounts due to, or has been validly purchased, acquired or repurchased, free and clear of all Liens and other interests in property, by the purchaser of goods or services from a Loan Party, in each case originated in the ordinary course of business of such Loan Party and (b) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (aa) below.  In determining the amount to be so included, the face amount, net of all GST and PST, of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (A) the amount of all accrued and actual discounts, claims, credits or credits pending, returns, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Loan Party would be obligated to rebate to a customer pursuant to the terms of any written agreement or understanding), (B) the aggregate amount of all limits and deductions provided for in this definition and elsewhere in this Agreement, if any, and (C) the aggregate amount of all cash received in respect of such Account but not yet applied by a Loan Party to reduce the amount of such Account.  Subject to Section 10.01(j), criteria and eligibility standards used in determining Eligible Receivables may be fixed and revised from time to time by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion.  Unless otherwise approved from time to time in writing by the Primary Agents and the Primary Co-Collateral Agents, no Account shall be an Eligible Receivable if, without duplication:

(a)                                  the account does not arise from the sale of goods or performance of services in the ordinary course of business; or

(b)                                 (i) a Loan Party does not have sole lawful and absolute title to such Account (subject only to Liens permitted under clause (a) or (m) of the definition of Permitted Liens and Liens securing Priority Payables that are unregistered and that secure amounts that are not yet due and payable) or (ii) the goods sold with respect to such Account have been sold under a purchase order or pursuant to the terms of a contract or other written agreement or understanding that indicates that any Person other than a Loan Party has or has purported to have an ownership interest in such goods; or

(c)                                  (i) it is unpaid more than 90 days from the original date of invoice or 60 days from the original due date or (ii) it has been written off the books of a Loan Party or has been otherwise designated on such books as uncollectible; or

(d)                                 more than 25% in face amount of all Accounts of the same Account Debtor are ineligible pursuant to clause (c) above; or

(e)                                  the Account Debtor is insolvent or the subject of any bankruptcy case or insolvency proceeding of any kind (other than postpetition accounts payable of an Account Debtor that is a debtor-in-possession under the Debtor Relief Laws and reasonably acceptable to the Primary Agents and the Primary Co-Collateral Agents); or

(f)                                    (i) the Account is not payable in Dollars or Canadian Dollars or other currency as to which a Reserve has been taken by the Primary Agents and the Primary Co-Collateral Agents in the exercise of their reasonable discretion or (ii) the Account Debtor is either not organized under the laws of the United States, any state thereof or the District of Columbia, or Canada or any province or territory  thereof or is located outside or has its principal place of business or substantially all of its assets outside the United

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States or Canada, unless, in each case, either (A) such Account is supported by a letter of credit or insurance from an institution and in form and substance satisfactory to the Primary Agents and the Primary Co-Collateral Agents in their sole discretion or (B) a Borrower provides evidence satisfactory to the Primary Agents and the Primary Co-Collateral Agents that there is an enforceable, perfected security interest under the laws of the applicable foreign jurisdiction in such Account in favor of the Applicable Collateral Agent; or

(g)                                 the required consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority have not been obtained, effected or given in connection with the execution, delivery and performance of such Account, or in connection with the enforcement and collection thereof by the Applicable Primary Agents and the Primary Co-Collateral Agents, have not been duly obtained, effected or given and are not in full force and effect; or

(h)                                 the Account Debtor is the United States or state, county or municipality thereof or any department, agency or instrumentality thereof, or the Government of Canada or any province or territory thereof or state, county or municipality thereof, or any department, agency or instrumentality thereof unless the relevant Loan Party duly assigns its rights to payment of such Account to the Applicable Collateral Agent pursuant to the Assignment of Claims Act of 1940 or the Financial Administration Act (Canada) and any other analogous legislation, in each case as amended, which assignment and related documents and filings shall be in form and substance reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents; or

(i)                                     the Account is subject to any security deposit (to the extent received from the applicable Account Debtor), progress payment, retainage or other similar advance made by or for the benefit of the applicable Account Debtor, in each case to the extent thereof; or

(j)                                     (i) it is not subject to a valid and perfected first priority Lien in favor of the Applicable Collateral Agent, subject to no other Liens other than Liens permitted by this Agreement under clause (a) or (m) of the definition of Permitted Liens and Liens securing Priority Payables that are unregistered and that secure amounts that are not yet due and payable, and as an additional clarification, no Account invoiced or generated by the Parent or its Canadian operations will be considered an Eligible Receivable unless the Primary Agents and the Primary Co-Collateral Agents are satisfied, at their discretion, that no Liens will attach or be preserved or otherwise charge such Account other than Liens permitted by this Agreement under clause (a) or (m) of the definition of Permitted Liens and Liens securing Priority Payables that are unregistered and that secure amounts that are not yet due and payable, or (ii) it does not otherwise conform in all material respects to the representations and warranties contained in this Agreement and the other Loan Documents relating to Accounts; or

(k)                                  (i) such Account was invoiced in advance of goods or services provided, (ii) such Account was invoiced twice or more, or (iii) the associated revenue has not been earned; or

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(l)                                     the sale to the Account Debtor is on a pre-▇▇▇▇, ▇▇▇▇-and-hold, guaranteed sale, sale-and-return, ship-and-return, sale on approval or consignment or other similar basis or made pursuant to any other agreement providing for repurchases or return of any merchandise which has been claimed to be defective or otherwise unsatisfactory; or

(m)                               the goods giving rise to such Account have not been shipped and/or title has not been transferred to the Account Debtor, or the Account represents a progress-billing or otherwise does not represent a complete sale; for purposes hereof, “progress-billing” means any invoice for goods sold or leased or services rendered under a  contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the completion by a Loan Party of any further performance under the contract or agreement or is subject to the equitable lien of a security bond holder; or

(n)                                 it arises out of a sale or lease or rendering of services by a Loan Party to a related person of any Loan Party or to an employee, officer, agent, shareholder, director, or other representative of any Loan Party, to any Subsidiary or Affiliate of a Loan Party, or in each case, to their respective Affiliates; or

(o)                                 such Account was not paid in full, and a Loan Party created a new receivable for the unpaid portion of the Account, and other Accounts constituting chargebacks, debit memos and other adjustments for unauthorized deductions; or

(p)                                 the Account Debtor (A) has or has asserted a right of set-off compensation, offset, deduction, defense, dispute, or counterclaim against a Loan Party (unless such Account Debtor has entered into a written agreement reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents to waive such set-off, offset, deduction, defense, dispute, or counterclaim rights), (B) has disputed its liability (whether by chargeback or otherwise) or made any claim with respect to the Account or any other Account of a Loan Party which has not been resolved, in each case of clauses (A) and (B), without duplication, only to the extent of the amount of such actual or asserted right of set-off, or the amount of such dispute or claim, as the case may be), (C) is also a creditor or supplier of such Loan Party (but only to the extent of such Loan Party’s obligations to such Account Debtor from time to time) or (D) the Account is contingent in any respect or for any reason; or

(q)                                 the Account does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state, provincial, territorial or local, including without limitation, the Federal Consumer Credit Protection Act, Federal Truth in Lending Act and Regulation Z; or

(r)                                    as to any Account, to the extent that (i) a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason or (ii) such Account is otherwise classified as a note receivable and the obligation with respect thereto is evidenced by a promissory note or other debt instrument or agreement; or

(s)                                  the Account is created on cash on delivery terms, or on extended terms and is due and payable more than 90 days from the invoice date;

(t)                                    the Account is designated as a convenience account by a Loan Party; or

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(u)                                 the Account is a contra account or is classified as unapplied cash or contains a credit balance; or

(v)                                 with respect to the Account, an invoice, reasonably acceptable to Primary  Agents and the Primary Co-Collateral Agents in form and substance, has not been sent to the applicable Account Debtor; or

(w)                               the Account is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(x)                                   [Intentionally Omitted];

(y)                                 the Account is evidenced by a judgment, instrument or chattel paper; or

(z)                                   the Account exceeds any credit limit established by Primary Agents and the Primary Co-Collateral Agents, in their reasonable credit judgment, to the extent of such excess; or

(aa)                            the Account is otherwise unacceptable to Primary Agents and the Primary Co-Collateral Agents in their reasonable credit judgment.

Notwithstanding the foregoing, to the extent the Accounts of any single Account Debtor and its Affiliates, in the aggregate, exceed the Concentration Limit, such excess shall be excluded.  In addition, in determining the aggregate amount from the same Account Debtor that is unpaid more than 90 days from the date of invoice or more than 60 days from the due date pursuant to clause (c) above there shall be excluded the amount of any net credit balances relating to Accounts due from an Account Debtor with invoice dates more than 90 days from the date of invoice or more than 60 days from the due date.

Furthermore, for the purpose of valuing Eligible Receivables denominated in Canadian Dollars, the amount of such Eligible Receivables shall be converted into the Equivalent Amount thereof in Dollars on the last Business Day of each fiscal month; provided, that Primary Agents and the Primary Co-Collateral Agents reserve the right to adjust, at any time in their reasonable credit judgment, the value of Dollars of such Eligible Receivables to take into account currency rate exchange fluctuations since the last valuation thereof.  The Primary Agents and the Primary Co-Collateral Agents shall use commercially reasonable efforts to promptly  notify the Borrowers after the exclusion of any Accounts pursuant to clause (aa) above.

“Environmental Action” means any action, suit, written demand, demand letter, written claim, written notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit, any Hazardous Material, or arising from alleged injury or threat to public or employee health or safety, as such relates to exposure to Hazardous Material, or to the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

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“Environmental Law” means any applicable federal, state, local, provincial, territorial or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction or decree, or judicial or agency interpretation, relating to pollution or protection of the environment, public or employee health or safety, as such relates to exposure to Hazardous Material, or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equipment” has the meaning specified in the UCC or the PPSA, as applicable and includes, without limitation, all equipment now owned or hereafter acquired by any Loan Party, wherever located and, in any event, including all such Loan Party’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment, including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, all whether now owned or hereafter acquired, and wherever situated, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefore, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized on any date of determination.

“Equivalent Amount” means, on any date of determination, with respect to obligations or valuations denominated in Canadian Dollars or Euro, as the case may be, (the “first currency”), the amount of Dollars (the “second currency”) which would result from the Applicable Administrative Agent converting the first currency into the second currency at approximately 12:00 noon (Toronto time) on such day in accordance with Applicable Administrative Agent’s customary practice for commercial loans being administered by it.

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

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

“ERISA Event” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any ERISA Plan unless the 30-day notice requirement

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with respect to such event has been waived by the PBGC or (ii) the conditions of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of an ERISA Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such ERISA Plan within the 30 days following the first date that such conditions are met; (b) the application for a minimum funding waiver with respect to an ERISA Plan; (c) the provision by the administrator of any ERISA Plan of a notice of intent to terminate such ERISA Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any ERISA Plan; (g) the adoption of an amendment to an ERISA Plan requiring the provision of security or an additional contribution pursuant to Section 206(g) of ERISA in order to avoid limits on benefits, accelerated benefit distributions or benefit accruals; or (h) the institution by the PBGC of proceedings to terminate an ERISA Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such ERISA Plan.

“ERISA Plan” means a Single Employer Plan or a Multiple Employer Plan.

“ETA” means Part IX of the Excise Tax Act (Canada).

“Euro” and “€” means the single currency of the Participating Member States of the European Union.

“Euro Conversion Rate’ means the rate quoted by the applicable Issuing Bank as the then current commercial rate at which it can convert US Dollars to Euros.

“Eurodollar Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Primary US Agent.

“Eurodollar Rate” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the greater of (a) the rate per annum obtained by dividing (i) the rate per annum determined by the Primary US Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of the relevant Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars or Euros, as applicable (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Primary US Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Rate” shall be the interest rate per annum determined by the Primary US Agent to be the average of the rates per annum at which deposits

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in Dollars or Euros, as the case may be, are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Primary US Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period, by (ii) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period and (b) 3.0%.

“Eurodollar Rate Advance” means Dollar Advances or Euro Advances, as the case may be, (or any portion thereof) for which the applicable rate of interest is based upon the Eurodollar Rate.

“Eurodollar Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01.

“Excess Availability” means, at any time, an amount equal to (a) the lesser of (i) the Borrowing Base and (ii) the amount of the then effective Commitments, minus (b) Revolving Credit Facility Usage, minus (c) the Equivalent Amount of aggregate amount of all past due payables of the Loan Parties at such time minus (d) during any Cash Dominion Period, $50,000,000 and at all other times, $35,000,000.

“Excess Cash Flow” means, for any Fiscal Year (and in the case of the 2009 Fiscal Year, the period beginning on July 1, 2009 and ending on December 31, 2009), the excess of (a) the sum, without duplication, of (i) Consolidated EBITDAR for such Fiscal Year, (ii) reductions to noncash working capital of the Parent and its Subsidiaries for such Fiscal Year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such Fiscal Year) and (iii) receipts of cash consisting of returns of cash contract acquisition costs previously paid over (b) the sum, without duplication, of (i) the amount of any cash income taxes payable in cash by the Parent and its Subsidiaries with respect to such fiscal year, (ii) Consolidated Interest Charges for such Fiscal Year paid in cash and financing costs in respect of this Agreement and the Term Loan Facility, (iii) Capital Expenditures made in cash in accordance with Section 5.02(k) during such Fiscal Year, except to the extent financed with the proceeds of Debt, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDAR, (iv) permanent repayments of Debt (other than mandatory prepayments of Advances under Section 2.06(b) from Net Cash Proceeds that did not increase Consolidated EBITDAR for such Fiscal Year) made in cash by the Parent and its Subsidiaries during such Fiscal Year, but only to the extent that the Debt so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Debt, (v) cash payments in respect of pension obligations to the extent not already recognized in the calculation of Consolidated EBITDAR, (vi) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current

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Liabilities from the beginning to the end of such Fiscal Year), (vii) Restructuring Charges paid, (viii) cash dividends paid or cash redemption payments in each case to the extent permitted under this Agreement, (ix) cash contract acquisition costs and (x) Investments made in cash in accordance with Section 5.02(g).

“Excluded Subsidiaries” means those Subsidiaries specified in Schedule 4.01(d)(ii).

“Excluded Taxes” has the meaning specified in Section 2.13.

“Extraordinary Receipts” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, tax refunds, proceeds of judgments and litigation settlements, pension plan reversions, proceeds of insurance (including, without limitation, any key man life insurance, but excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustment received in connection with any purchase agreement; provided, that  Extraordinary Receipts shall not include cash received in connection with the settlement of trade disputes.

“Facilities” has the meaning specified in the preamble.

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

“Fee Letter” means the engagement letter, dated May 8, 2009, delivered by the Lead Arrangers to the Parent and the Company, as amended.

“Final Order” means an order entered by the U.S. Bankruptcy Court and/or the Canadian Bankruptcy Court, as the case may be, which order shall be reasonably satisfactory in form and substance to the Primary Agent, and (a) from which no appeal or motion to reconsider has been timely filed, (b) with respect to which the time to appeal or seek leave to appeal or seek review, including the extension of any such time period, has expired, and (c) which is not in any respect subject of a stay pending appeal, in each case together with all extensions, modifications and amendments thereto.

“Fiscal Quarter” means any fiscal quarter of any Fiscal Year, which quarter shall end on the last day of each March, June, September and December of such Fiscal Year in accordance with the fiscal accounting calendar of the Borrowers and their respective Subsidiaries.

“Fiscal Year” means a fiscal year of the Borrowers and their respective Subsidiaries ending on December 31.

“Foreign Guarantor” means any Guarantor that is a Foreign Subsidiary.

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“Foreign Subsidiary” means, at any time, any of the direct or indirect Subsidiaries of the Borrowers that are organized outside of the laws of the United States or Canada, any state or province thereof or the District of Columbia at such time.

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

“Funded Debt” of any Person means Debt in respect of the Advances, in the case of the Borrowers, and all other Debt of such Person that by its terms matures more than one year after the date of creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year after such date.

“GAAP” has the meaning specified in Section 1.03.

“GECC” means General Electric Capital Corporation, and includes its successors.

“GECF” or “GE Canada” means GE Canada Finance Holding Company, and includes its successors.

“General Intangibles” has the meaning specified in the UCC and includes “intangibles” as defined in the PPSA.

“Granting Lender” has the meaning specified in Section 10.08(k).

“GST” means all amounts payable under the ETA or any similar legislation in any other jurisdiction of Canada, including QST and HST.

“Guarantee Obligation” means, with respect to any Person, any Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the primary obligation of a primary obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof.  The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guarantee Obligation) or, if not stated or determinable, the

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maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Guaranteed Obligations” has the meaning specified in Section 8.01.

“Guarantor” has the meaning specified in the recital of parties to this Agreement.

“Guaranty” has the meaning specified in Section 8.01.

“Guaranty Coverage Test” means (a) at any time, that the assets of the Loan Parties, taken as a whole, will constitute not less than 90% of the assets of the Parent and its Consolidated Subsidiaries and (b) for any Measurement Period, that the EBITDAR of the Loan Parties, taken as a whole, for such Measurement Period will constitute not less than 85% of the Consolidated EBITDAR of the Parent and its Subsidiaries for such Measurement Period.

“Hazardous Materials” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls, mold and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous, toxic or words of similar import under any Environmental Law.

“Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, spot and forward foreign exchange contracts and other hedging agreements.

“Hedge Bank” means any Person that is at any time a Lender Party or an Affiliate of a Lender Party in its capacity as a party to a Secured Hedge Agreement, it being understood that any subsequent assignment of all of its rights and obligations under this Agreement by any Lender Party shall not cause any such Lender Party or Affiliate of a Lender Party to lose its status as a Hedge Bank.

“Hedge Obligations” means all Obligations of any Loan Party owing to a Hedge Bank in respect of any Secured Hedge Agreement.

“Honor Date” has the meaning specified in Section 2.03(1)(c) or Section 2.03(2)(c), as applicable.

“HST” means all amounts payable as harmonised sales tax in the Provinces of Nova Scotia, Newfoundland, New Brunswick and any other provinces or territories that adopts a similar harmonized sales tax regieme under the ETA.

“ICC” has the meaning specified in Section 2.03(i).

“Iceland Loan Facility” means the intercompany revolving loan facility described on Schedule 5.02(f).

“Impacted Lender” means any Lender that fails to promptly provide the Borrower or Applicable Administrative Agent, upon such Person’s request, reasonably satisfactory assurance that such Lender will not become, a Defaulting Lender.

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“Indemnified Liabilities” has the meaning specified in Section 10.05(b).

“Indemnitees” has the meaning specified in Section 10.05(b).

“Initial Extension of Credit” means the earlier to occur of the initial Borrowing and the initial issuance of a Letter of Credit hereunder.

“Initial Issuing Bank” has the meaning specified in the recital of parties to this Agreement, provided, that, ▇▇▇▇▇ will arrange for the issuance of the US Letters of Credit as provided in the definition of the term “US Issuing Bank”.

“Initial Lenders” means the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders; provided that any such bank, financial institution or other institutional lender shall cease to be an Initial Lender on any date on which it ceases to have a Commitment.

“Initial Pledged Debt” means Debt in existence on the Closing Date which is evidenced by a promissory note payable to any Loan Party by a third party as listed opposite each Loan Party’s name on and as otherwise described in Schedule I to the Security Agreement.

“Initial Pledged Equity” means the shares of stock and other Equity Interests in any direct Subsidiary of a Loan Party as set forth opposite each Loan Party’s name on and as otherwise described in Schedule I to the Security Agreement.

“Initial Swing Line Lender” means GECC as the initial US Swing Line Lender and GECF as the initial Canadian Swing Line Lender.

“Instrument” has the meaning specified in the UCC or the PPSA, as applicable.

“Insufficiency” means, with respect to any ERISA Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, or with respect of any Canadian Pension Plan, the amount of any unfunded solvency or going-concern deficit, shortfall or deficiency as determined under applicable laws and any unpaid contribution (with interests and penalty), and, with respect to any Canadian Benefit Plan, any unpaid or additional contribution, payment or liability there under, whether actual or future.

“Intellectual Property Security Agreement” has the meaning specified in Section 3.01(a)(viii).

“Intercreditor Agreement” means an intercreditor agreement dated as of the Closing Date by and among the Primary Agents, the Primary Co-Collateral Agents, the Primary Co-Collateral Agents in respect of the Term Loan Facility and the Loan Parties, substantially in the form of Exhibit E..

“Interest Period” means,

(a)           for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrowers pursuant to the

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provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrowers pursuant to the provisions below.  The duration of each such Interest Period shall be one, two, three or six months, as the Borrowers may, upon notice received by the Primary US Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)            Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;

(ii)           whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iii)          whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

(b)           for each Canadian BA Rate Advance, the period selected by the Borrowers in accordance with this Agreement, commencing on the date of such Canadian BA Rate Advance and expiring on a Business Day shall be either one month, two months, three months or, if available, as determined by the Primary Canadian Agent in good faith, six months thereafter (or such other terms as may be requested by the Borrowers and approved unanimously by the Canadian Lenders); provided that (i) subject to subparagraph (ii) below, each such period shall be subject to such extensions or reductions as may be determined by the Primary Canadian Agent to ensure that each Interest Period will expire on a Business Day, (ii) no Interest Period shall extend beyond the Maturity Date and (iii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of any Advance initially shall be the date on which such Advance is made and, in the case of a Converted or continued Advance, thereafter shall be the Closing Date of the most recent Conversion or continuation of such Advance.

“Intermediate Holding Company” means a wholly-owned subsidiary of the Parent which is a passive holding company that has delivered all documents necessary to become a Loan Party in accordance with the terms hereof and to which the Parent has transferred any portion of its Equity Interests in the Company or another Intermediate Holding Company.

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

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“Inventory” has the meaning specified in the UCC and the PPSA, as applicable and includes any inventory now or hereafter owned or acquired by any Loan Party party to the Collateral Documents, wherever located in the United States or Canada, and in any event including inventory, merchandise, goods and other personal property that are held by or on behalf of any Loan Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Loan Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies.

“Inventory Value” means, with respect to any Inventory of a Loan Party party to the Collateral Documents at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (a) any markup on Inventory from an Affiliate and (b) in the event variances under the standard cost method are expensed, a reserve reasonably determined by the Primary Agents and the Primary Co-Collateral Agents as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

“Investment” means, with respect to any Person, (a) any direct or indirect purchase or other acquisition (whether for cash, securities, property, services or otherwise) by such Person of, or of a beneficial interest in, any Equity Interests or Debt of any other Person, (b) any direct or indirect purchase or other acquisition (whether for cash, securities, property, services or otherwise) by such Person of all or substantially all of the property and assets of any other Person or of any division, branch or other unit of operation of any other Person, (c) any direct or indirect loan, advance, other extension of credit or capital contribution by such Person to, or any other investment by such Person in, any other Person (including, without limitation, any arrangement pursuant to which the investor incurs indebtedness of the types referred to in clause (i) or (j) of the definition of “Debt” set forth in this Section 1.01 in respect of such other Person) and (d) any written agreement to make any Investment.

“Issuing Bank” means each Initial Issuing Bank and any other Lender approved as an Issuing Bank by the Applicable Administrative Agent and any Eligible Assignee to which a Letter of Credit Commitment hereunder has been assigned pursuant to Section 7.09 or 10.08.

“ITA” means the Income Tax Act (Canada), as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Judgment Currency” has the meaning specified in Section 2.21.

“L/C Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“L/C Cash Collateral Account” means the account established by the Borrowers in the name of the Applicable Collateral Agent and under the sole and exclusive control of the Applicable Collateral Agent that shall be used solely for the purposes set forth herein.

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“L/C Obligations” means, as at any date of determination, the aggregate Canadian L/C Obligations plus the aggregate US L/C Obligations.

“Landlord Lien Waiver” means a written agreement that is reasonably acceptable to the Applicable Administrative Agent and the Applicable Collateral Agent, pursuant to which a Person shall waive or subordinate its rights (if any, that are or would be prior to the Liens granted to the Applicable Collateral Agent for the benefit of the Lenders under the Loan Documents) and claims as landlord in any Inventory of a Loan Party party to the Collateral Documents for unpaid rents, grant access to the Applicable Administrative Agent and the Applicable Collateral Agent for the repossession and sale of such inventory and make other agreements relative thereto.

“Latam Credit Facilities” means bank facilities made available to Latin American Subsidiaries in an amount not to exceed $10,000,000 in the aggregate.

“Lead Arrangers” has the meaning specified in the recitals to this Agreement.

“Lender Party” means any Lender, any Issuing Bank or any Swing Line Lender.

“Lender-Related Distress Event” means, with respect to any Lender or any Person that directly or indirectly controls such Lender (each a “Distressed Person”), a voluntary or involuntary case with respect to such Distressed Person under the Bankruptcy Code or any similar bankruptcy laws of its jurisdiction of formation, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, merger, sale or other change of control supported in whole or in part by guaranties or other support (including, without limitation, the nationalization or assumption of ownership or operating control by) the U.S. government or other governmental authority, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over such Distressed Person or its assets to be, insolvent, bankrupt, or deficient in meeting any capital adequacy or liquidity standard of any such governmental authority.  For purposes of this definition, control of a Person shall have the same meaning as in the third sentence of the definition of “Affiliate”.

“Lenders” has the meaning specified in the recitals to this Agreement.

“Letter of Credit” means any letter of credit issued hereunder.

“Letter of Credit Advance” means an advance made by any Issuing Bank or Lender pursuant to Sections 2.03(1)(c) or 2.03(2)(c).

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Issuing Bank.

“Letter of Credit Borrowing” means a Borrowing consisting of a Letter of Credit Advance made by an Issuing Bank or Lender pursuant to Sections 2.03(1)(c) or 2.03(2)(c).

“Letter of Credit Commitment” means with respect to any Issuing Bank, the amount set forth opposite such Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit

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Commitment” or if such Issuing Bank has entered into one or more Assignment and Acceptances, set forth for such Issuing Bank in the Register maintained by the Applicable Administrative Agent pursuant to Section 10.08(d) as such Issuing Bank’s “Letter of Credit Commitment,” as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Letter of Credit Expiration Date” means the day that is five days prior to the Maturity Date, or such later date as the applicable Issuing Bank may, in its sole discretion, specify.

“Letter of Credit Sublimit” means each of the Canadian Letter of Credit Sublimit and the US Letter of Credit Sublimit.

“Lien” means any lien, mortgage, hypothec, security interest, prior claim, trust or deemed trust or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title or title retention right of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Liquidity Availability” means, at any time, an amount equal to Unrestricted Cash of the North American Loan Parties at such time plus the Excess Availability at such time.

“Loan Documents” means (a) this Agreement, (b) the Notes, if any, (c) the Collateral Documents, (d) the Fee Letter, (e) solely for purposes of the Collateral Documents and Article VIII hereof, each Secured Hedge Agreement, (f) each guaranty by each Guarantor in connection herewith, (g) the Intercreditor Agreement, (h) each Cash Management Agreement and (i) any other document, agreement or instrument (including any account control agreement) executed and delivered by a Loan Party in connection with the Facilities, in each case as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Loan Parties” means, collectively, the Borrowers and the Guarantors.

“Margin Stock” has the meaning specified in Regulation U.

“Material Adverse Change” means any event or occurrence which has resulted in or could reasonably be expected to result in any material adverse change in the business, assets, liabilities, operations, condition (financial or otherwise), operating results, properties or prospects of the Borrowers and their respective Subsidiaries, taken as a whole; provided that accounting adjustments resulting from “fresh start accounting” shall not constitute a Material Adverse Change hereunder; provided further that the consummation of the transactions contemplated by the Reorganization Plans shall not in and of itself constitute a Material Adverse Change hereunder.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities, operations, condition (financial or otherwise), operating results, properties or prospects of the Borrowers and their respective Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent, the Collateral Agent or any Lender under any Loan Document or (c) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is or is to be a party; provided that accounting adjustments resulting from “fresh start accounting” shall not in and of itself constitute a Material Adverse Effect hereunder; provided further that the consummation of the transactions contemplated by the Reorganization Plans shall not constitute a Material Adverse Effect hereunder.

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“Material Debt Document” means each credit and security document relating to the indebtedness set forth on Schedule 4.01(r).

“Maturity Date” means the earliest of (a) the third anniversary of the Closing Date or (b) the acceleration of the loans and the termination of the Commitment with respect to the Facilities in accordance with the Loan Documents.

“Maximum Rate” has the meaning specified in Section 10.14 hereto.

“Measurement Period” means each period of four consecutive Fiscal Quarters of the Parent commencing with the first full Fiscal Quarter ended after the Closing Date; provided, that for purposes of Section 5.04(a) and the definition of “Consolidated Fixed Charge Coverage Ratio”, “Measurement Period” shall mean the periods for which compliance is measured pursuant to Section 5.04(a).

“Merger Transaction” has the meaning specified in Section 5.02(l).

“Moody’s” means ▇▇▇▇▇’▇ Investor Services, Inc.

“Mortgage Policies” has the meaning specified in Section 3.01(a)(xi)(B)

“Mortgages” means those mortgages or hypothecs specified on Schedule 3.01(a)(xi).

“Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) subject to Title IV of ERISA, to which any Loan Party 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” means a single employer plan (as defined in Section 4001(a)(15) of ERISA) subject to Title IV of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Net Cash Proceeds” means, (a)with respect to any sale, lease, transfer or other disposition of any asset of the Borrowers or any of their respective Subsidiaries (including the sale or other disposition of Equity Interests in any Subsidiary but excluding any sale, lease, transfer or other disposition of assets pursuant to clauses (ii)(y), (iii), (iv), (v), or (vi) of Section 5.02(h), and, to the extent that the distribution to any Loan Party of any proceeds of any sale, transfer or other disposition of any asset of a Foreign Subsidiary would (1) result in material adverse tax consequences, (2) result in a breach of any agreement governing Debt of such Foreign Subsidiary permitted to exist or to be incurred by such Foreign Subsidiary under the terms of this Agreement and/or (3) be limited or prohibited under applicable local law, such distribution), 100% of the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such sale, lease, transfer or other disposition (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Debt (other than Debt under the Loan Documents) that is secured by such asset and that is required to be repaid in connection with such sale, lease, transfer or other disposition thereof, (B)

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in the case of Net Cash Proceeds received by a Foreign Subsidiary, the principal amount of any Debt of Foreign Subsidiaries permanently prepaid or repaid with such proceeds, (C) the reasonable and customary out-of-pocket costs, fees (including investment banking fees), commissions, premiums and expenses incurred by the Borrowers or their respective Subsidiaries, (D) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith, and (E) a reasonable reserve (which reserve shall be deposited into an escrow account with the Applicable Administrative Agent) for any purchase price adjustment or any indemnification payments (fixed and contingent) attributable to the seller’s obligations to the purchaser undertaken by any Borrower or any of its Subsidiaries in connection with such sale, lease, transfer or other disposition (but excluding any purchase price adjustment or any indemnity which, by its terms, will not under any circumstances be made prior to the Maturity Date); provided, however, that Net Cash Proceeds shall not include cash receipts received after the Closing Date from sales, leases, transfers or other dispositions of assets, (y) where each such individual sale, lease, transfer or other disposition of assets shall result in cash receipts in an amount less than $500,000 or (z) with respect to any sale, lease, transfer or other disposition of assets that results in cash receipts in an amount equal to or exceeding $500,000 (each, a “Qualifying Disposition”), where the aggregate amount of all such Qualifying Dispositions equals an amount less than $25,000,000, provided that such cash receipts shall constitute Net Cash Proceeds on each date on which the aggregate amount of cash receipts from Qualifying Dispositions that have not been applied to repay the Term Loans or Advances under Section 2.06(i) shall equal or exceed $25,000,000; provided further that Net Cash Proceeds shall not include any such amounts to the extent such amounts are reinvested in capital assets used or useful in the business of the Parent and its Subsidiaries within 6 months after the date of receipt thereof or definitive agreements providing for such reinvestment have been entered into within 6 months after the date of receipt and such reinvestment is actually consummated within 12 months after the date of receipt;

(b)           with respect to the incurrence or issuance of any Debt by the Parent or any of its Subsidiaries (other than Debt incurred or issued pursuant to Section 5.02(b)), 100% of the excess of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) the underwriting discounts and commissions or other similar payments, and other out-of-pocket costs, fees, commissions, premiums and expenses incurred by the Parent or any of its Subsidiaries in connection with such incurrence or issuance to the extent such amounts were not deducted in determining the amount referred to in clause (i);

(c)           with respect to the issuance of any Equity Interests (including, without limitation, the receipt of any capital contribution) by any Person, 50% of the excess of (i) the sum of the cash and Cash Equivalents received in connection with such sale or issuance over (ii) the underwriting discounts and commissions or similar payments, and other out-of-pocket costs, fees, commissions, premiums and expenses, incurred by the Parent or any of its Subsidiaries in connection with such sale or issuance to the extent such amounts were not deducted in determining the amount referred to in clause (i); provided, however, that Net Cash Proceeds shall not include any funds received in connection with the exercise of stock options granted to employees or directors of the Parent or any of its Subsidiaries; and

(d)           with respect to any Extraordinary Receipt other than the Net Cash Proceeds and other receipts of cash, Cash Equivalents and other amounts resulting from any of the transactions described in clauses (a), (b) or (c) above, 100% of the sum of the cash and Cash Equivalents

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received in connection therewith; provided, however, that Net Cash Proceeds shall not include any funds received with respect to casualty insurance that is reinvested to replace or repair the property that was the subject of such casualty within 6 months after the date of receipt thereof or with respect to which definitive agreements providing for such reinvestment are entered into within 12 months after the date of receipt thereof; provided, however, that Net Cash Proceeds shall not include cash receipts received after the Closing Date that constitute Extraordinary Receipts (y) where each individual receipt of such Extraordinary Receipts shall result in cash receipts in an amount less than $500,000 or (z) with respect to such Extraordinary Receipts that results in cash receipts in an amount equal to or exceeding $500,000 (each, a “Qualifying Extraordinary Receipt”), where the aggregate amount of all such Qualifying Extraordinary Receipts that have not been applied to repay the Term Loans or Advances under Section 2.06(i) equals an amount less than $25,000,000, provided that such cash receipts shall constitute Net Cash Proceeds on each date on which the aggregate amount of cash receipts from Qualifying Extraordinary Receipts shall equal or exceed $25,000,000.

“Net Orderly Liquidation Value” means, with respect to Inventory, the orderly liquidation value with respect to such Inventory, net of costs and expenses incurred in connection with such liquidation, which value shall be determined by reference to the most recent third-party appraisal by an independent appraisal firm reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents of such Inventory received by the Primary Agents and the Primary Co-Collateral Agents (and using appropriate sampling methodology to determine the orderly liquidation value of inventory as to which no physical appraisal has been conducted).

“New Unsecured Notes” means the unsecured notes issued by the Company and guaranteed by the Parent and referred to as the “New Unsecured Notes” in the Reorganization Plans, in an aggregate principal amount not exceeding $75,000,000 (as such amount may be increased by the payment of interest in kind in accordance with the terms of the New Unsecured Notes).

“Non-Loan Party” means any Subsidiary of a Loan Party that is not a Loan Party.

“North American Guarantor” means any Guarantor that is not a Foreign Guarantor.

“North American Loan Party” mean any Borrower and any North American Guarantor.

“North American Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“Note” means a Revolving Credit Note.

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“Notice of Default” has the meaning specified in Section 7.05.

“Notice of Swing Line Borrowing” has the meaning specified in Section 2.02(b).

“Obligation” means, with respect to any Loan Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to the any Agent, any Lender, any Issuing Bank, any other Indemnitee, any participant, any SPV or any Hedge Bank arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due,

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whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Loan Party is a Borrower, all Advances and L/C Obligations, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document (including those payable to Issuing Banks as described in Section 2.08).

“Orderly Liquidation Value Percentage” means, with respect to Inventory at any time, the quotient (expressed as a percentage) of (a) the Net Orderly Liquidation Value of all Inventory owned by the Loan Parties party to the Collateral Documents divided by (b) the gross inventory cost of such Inventory, determined on the basis of the then most recently conducted third party inventory appraisal in form and substance, and performed by an independent appraisal firm (using appropriate sampling methodology to determine the orderly liquidation value percentage of inventory as to which no physical appraisal has been conducted), reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents.

“Other Taxes” has the meaning specified in Section 2.13(b).

“Outstanding Amount” means (a) with respect to Advances on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Advances, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any Letter of Credit Borrowing occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the Available Amount of any Letter of Credit taking effect on such date.

“Parent” has the meaning specified in the recital of parties to this Agreement.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001, as amended.

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

“Permitted Lien” means (a) Liens in favor of the Applicable Collateral Agent for the benefit of the Secured Parties and the other parties intended to share the benefits of the Collateral granted pursuant to any of the Loan Documents; (b) Liens for taxes and other obligations or requirements owing to or imposed by governmental authorities existing or having priority, as applicable, by operation of law which in either case (i) are not yet overdue or (ii) are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted so long as appropriate reserves in accordance with GAAP shall have been made with respect to such taxes or other obligations; (c) statutory Liens of banks and other financial institutions (and rights of set-off), (d) statutory Liens of landlords, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to 430(k) of the Internal Revenue Code, by ERISA or by other applicable pension laws),

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in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (e) Liens incurred in the ordinary course of business in connection with, or to secure payment of obligations under, workers’ compensation, unemployment insurance and other types of social security or similar laws; (f) Liens, pledges and deposits to secure the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases, licenses, government contracts, trade contracts, performance bonds and other similar obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, zoning restrictions, licenses, encroachments, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrowers or any of their respective Subsidiaries; (h) any interest or title of a lessor or sublessor under any lease or sublease by any Borrower or any Subsidiary; (i) the filing of UCC or PPSA financing statements (precautionary or otherwise) relating to leases entered into in the ordinary course of business and the filing of UCC or PPSA financing statements by bailees and consignees in the ordinary course of business or similar filings under the laws of Quebec; (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (k) Liens arising out of judgments not constituting an Event of Default hereunder; (l) any Lien existing on any property or asset prior to the acquisition thereof by the Parent or any Subsidiary or existing on any property or assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (B) such Lien does not apply to any other property or assets of the Parent or any Subsidiary and (C) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, other than Liens permitted by Section 5.02(a)(iv), (m) Liens in favor of the collateral agent with respect to the Term Loan Credit Agreement for the benefit of the secured parties thereunder and (n) precautionary liens on short term assets of Foreign Guarantors arising in connection with a transaction permitted under Section 5.02(b)(xvi) or Section 5.02(h)(viii).

“Permitted Refinancing” with respect to any Debt means any refinancing, refunding, renewal or extension thereof, provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; provided further that the terms relating to principal amount, amortization, maturity and subordination (if any) and other material terms taken as a whole, of any such refinancing, refunding, renewing or extension, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewal or extension does not exceed the then-applicable market interest rate for similar financings for similarly-situated issuers or borrowers.

“Permitted Vice-President” means a vice-president as is reasonably acceptable to the Applicable Administrative Agent.

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“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan Documents” has the meaning specified in Section 3.01(t)(ii).

“Platform” has the meaning specified in Section 10.03(b).

“Pledge Agreements” means the agreements, instruments or certificates granting a security interest to the Collateral Agent, for the benefit of the Secured Parties, in the Equity Interests of the Foreign Subsidiaries and the Canadian Security Documents which Pledge Agreements shall include the pledge agreements specified on Annex II hereto.

“PPSA” means, collectively, the Personal Property Security Act (Ontario) and any analogous personal property legislation enacted in each province or territory of Canada including, the Civil code of Québec and all regulations relating thereto, in each case as amended from time to time.

“Preferred Interests” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

“Primary Agents” means Primary US Agent and Primary Canadian Agent.

“Primary Canadian Agent” means GECF, or any successors duly appointed in accordance with this Agreement, in its capacity as an Administrative Agent.

“Primary Co-Collateral Agents” means the US Collateral Agent, the Canadian Collateral Agent and ▇▇▇▇▇, in its capacity as a co-collateral agent hereunder.

“Primary US Agent” means GECC, or any successor appointed pursuant to Article VII, in its capacity as an Administrative Agent.

“Priority Payables” means, with respect to any Person, any amount payable by such Person (or by any Borrower which has a joint and several liability with such Person) which is secured or may be secured by a Lien which ranks or is capable of ranking prior to or pari passu with the Liens created by the Collateral Documents, including amounts owing for wages, vacation pay, severance pay, employee deductions, sales tax, excise tax, Taxes payable pursuant to the ETA (net of GST input credits), income tax, workers compensation, government royalties, pension fund obligations, overdue rents or Taxes, and other statutory or other claims that have or may have priority over, or rank pari passu with, such Liens created by the Collateral Documents

“Process Agent” has the meaning specified in Section 10.03(c).

“Projections” has the meaning specified in Section 5.03(g).

“Pro Rata Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Commitment (or, if the Commitments shall have been terminated pursuant to Section 2.05 or

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6.01, such Lender’s Outstanding Amount as in effect immediately prior to such termination) at such time and the denominator of which is the amount of Commitments at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the amount of such Commitments as in effect immediately prior to such termination).

“PST” means all taxes payable under the Retail Sales Tax Act (Ontario) or any similar statute of another jurisdiction of Canada.

“Québec Security Documents” means (a) the deed of hypothec and issue of bonds dated prior to the date hereof granted by the Parent in favor of the Canadian Collateral Agent, acting as fondé de pouvoir, and creating security over all property, movable and immovable, present and future, of the Parent (b) the bond issued or to be issued to the Canadian Collateral Agent pursuant to the deed of hypothec and issue of bonds mentioned hereinabove; and (c) the bond pledge agreement dated prior to or on the date hereof between the Parent and the Canadian Collateral Agent, whereby the bond issued under the deed of hypothec and issue of bonds granted by the Parent is pledged to the Canadian Collateral Agent, the whole as set forth in Exhibit G.

“QST” means the Québec sales tax imposed pursuant to an Act respecting the Québec sales tax.

“Qualifying Disposition” has the meaning specified in the definition of “Net Cash Proceeds”.

“Qualifying Extraordinary Receipt” has the meaning specified in the definition of “Net Cash Proceeds.

“QWI Cash Management Facilities” means unsecured cash management facilities of the Parent in an amount not to exceed $20,000,000 in the aggregate.

“QWUSA” has the meaning specified in the recitals of parties to this Agreement.

“Receivables” has the meaning specified in the Security Agreement.

“Redeemable” means, with respect to any Equity Interest, Debt or other right or Obligation, any such right or Obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

“Reduction Amount” has the meaning specified in Section 2.06(b)(iv).

“Reference Lenders” means Credit Suisse, Toronto Branch and another Canadian Lender that is not listed in Schedule I of the Bank Act (Canada) and approved by the Primary Canadian Agent and the Borrowers.

“Register” has the meaning specified in Section 10.08(d).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

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“Related Contracts” has the meaning specified in the Security Agreement.

“Rent Reserves” means, with respect to any plant, warehouse distribution center or other operating facility where any Inventory subject to landlords’ Liens or other Liens arising by operation of law is located, a reserve equal to three (3) months’ rent at such plant, warehouse distribution center, or other operating facility, and such other reserve amounts that may be determined by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion.

“Reorganization Plans” has the meaning specified in Section 3.01(b).

“Replacement Lender” has the meaning specified in Section 2.20.

“Required Lenders” means, at any time, Lenders owed or holding at least a majority in interest of the aggregate amount of the Commitments of the Lenders at such time or, if the Commitments shall not be in effect at such time, the Aggregate Advances and L/C Obligations at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time all Advances, Revolving Commitments and L/C Obligations of such Revolving Lender at such time; provided further, (a) at any time that there are 2 or more Lenders, Required Lenders shall include at least 2 Lenders and (b) each Lender and its Affiliates shall be counted as one Lender.  For purposes of this definition, the aggregate principal amount of Swing Line Advances owing to any Swing Line Lender, the aggregate amount of Letter of Credit Advances owing to the Issuing Banks and the L/C Available Amount of each Letter of Credit shall be considered to be owed to the Revolving Lenders ratably in accordance with their respective Commitments.

“Reserves” means, at any time of determination, (a) Rent Reserves, (b) any reserve on account of Priority Payables as determined from time to time in the reasonable discretion of the Primary Agents and the Primary Co-Collateral Agents consistent with the standards for asset-based financings, (c) any reserve established by the Primary Agents and the Primary Co-Collateral Agents in respect of Cash Management Obligations and/or Hedge Obligations, acting reasonably and (d) such other reserves as determined from time to time in the reasonable discretion of the Primary Agents and the Primary Co-Collateral Agents.  The Primary Agents and the Primary Co-Collateral Agents shall use commercially reasonable efforts to notify the Borrowers promptly after the imposition of any new categories of Reserves or any material increase or change in existing Reserves other than as a result of proportional changes in the size of the Borrowing Base.

“Responsible Officer” means the chief executive officer, president, executive vice-president, Permitted Vice-President, chief financial officer, chief accounting officer or treasurer of a Loan Party.  Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restructuring Charges” means non-recurring and other one-time costs incurred by the Borrowers or any Subsidiary in connection with the reorganization or discontinuation of the Borrowers’ or any Subsidiary’s business, operations and structure, including, without limitation, professional fees and other cash costs in connection with the Debtors’ Cases, any increased costs

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relating to directors and officers insurance or the management incentive compensation plan, up to the amounts specified in Annex III.

“Revolving Credit Advance” means a US Advance and a Canadian Advance.

“Revolving Credit Availability” means, at any time, an amount equal to (a) the Revolving Credit Maximum Amount at such time, less Revolving Credit Facility Usage.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ US Commitments at such time.

“Revolving Credit Facility Usage” means, at any time, the sum of (i) the Equivalent Amount of the aggregate amount of all US Advances and Canadian Advances plus (ii) the Equivalent Amount of the aggregate amount of all Swing Line Advances plus (iii) the Equivalent Amount of the aggregate amount L/C Obligations outstanding at such time.  With respect to the US Borrowers, the “Revolving Credit Facility Usage” of the US Borrowers shall be the sum of (i) all US Advances plus (ii) the Equivalent Amount of the aggregate amount of all US Swing Line Advances plus (iii)  the aggregate amount of the US L/C Obligations.  With respect to the Canadian Borrowers, the “Revolving Credit Facility Usage” of the Canadian Borrowers shall be the sum of (i) the Equivalent Amount of all Canadian Advances plus (ii) the Equivalent Amount of the aggregate amount of all Canadian Swing Line Advances plus (iii)  the Equivalent Amount of the aggregate amount of all Canadian L/C Obligations outstanding at such time.

“Revolving Credit Maximum Amount” means, at any time, the lesser of (i) the Borrowing Base and (ii) the aggregate principal amount of the Commitments at such time,  minus $35,000,000.

“Revolving Credit Note” means a joint and several promissory note of the US Borrowers or Canadian Borrowers, as applicable payable to the order of any Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrowers to such Lender resulting from the Advances made by such Lender.

“Revolving Credit Priority Collateral” has the meaning specified in the Intercreditor Agreement.

“S&P” means Standard & Poor’s, a division of The ▇▇-▇▇▇▇ ▇▇▇▇ Companies, Inc.

“SEC” means (a) the Securities and Exchange Commission or (b) any Canadian securities regulators (including the Autorité des marchés financiers of Québec and the Ontario Securities Commission), or any governmental authority succeeding to any of the principal functions of such commissions or regulators.

“Secured Hedge Agreement” means any Hedge Agreement required or permitted under Article V that is entered into by and between any Loan Party and any Hedge Bank, in each case solely to the extent that the obligations in respect of such Hedge Agreement are not cash collateralized or otherwise secured (other than pursuant to the Collateral Documents).

“Secured Obligation” has the meaning specified in the Security Agreement.

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“Secured Parties” means, collectively, the Administrative Agents, the Collateral Agents, the Lender Parties and the Hedge Banks.

“Security Agreement” means an agreement in substantially the form of Exhibit F executed by the Loan Parties in favor of the US Collateral Agent for the benefit of the Secured Parties.

“Single Employer Plan” means a single employer plan (as defined in Section 4001(a)(15) of ERISA) subject to Title IV of ERISA that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and no Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Solvent” and “Solvency” mean, with respect to any Person on a particular date, that on such date (a) 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, (b) the present fair salable 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, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) 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 an unreasonably small capital.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.08(k).

“Specified Obligations” means Obligations consisting of (a) the principal and interest on Advances and (b) reimbursement obligations in respect of Letters of Credit.

“Subagent” has the meaning specified in Section 7.02.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Supermajority Lenders” means, at any time, Lenders owed or holding at least 66% in interest of the Commitments at such time or, if no Commitments are in effect at such time, the sum of (a) the aggregate principal amount of the Advances outstanding at such time and (b) the aggregate L/C Obligations with respect to all Letters of Credit outstanding at such time; provided,

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however, that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Supermajority Lenders at such time all Advances, Commitments and L/C Obligations of such Lender at such time; provided further: (a) at any time that there are 3 or more Lenders, Supermajority Lenders shall include at least 3 Lenders and (b) each Lender and its Affiliates shall be counted as one Lender.  For purposes of this definition, the aggregate principal amount of Swing Line Advances owing to any Swing Line Lender, the aggregate principal amount of Letter of Credit Advances owing to the Issuing Banks and the L/C Available Amount of each Letter of Credit shall be considered to be owed to the Lenders ratably in accordance with their respective Commitments.

“Swing Line Advance” means a US Swing Line Advance and a Canadian Swing Line Advance.

“Swing Line Borrowing” means a US Swing Line Borrowing and a Canadian Swing Line Borrowing.

“Swing Line Commitment” means a US Swing Line Commitment and a Canadian Swing Line Commitment.

“Swing Line Facility” means a US Swing Line Facility and a Canadian Swing Line Facility.

“Swing Line Lender” means a US Swing Line Lender and a Canadian Swing Line Lender.

“Swing Line Sublimit” means a US Swing Line Sublimit and a Canadian Swing Line Sublimit.

“Syndication Agent” has the meaning specified in the recital of parties to this Agreement.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all Obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Debt” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP, excluding ordinary operating leases not intended to function primarily as a borrowing of funds.

“Tax Certificate” has the meaning specified in Section 5.03(r)(ii).

“Taxes” has the meaning specified in Section 2.13(a).

“Tax Ruling” means (a) a private letter ruling to be issued by the Internal Revenue Service following a ruling request submitted by the Borrowers and (b) the advance income tax ruling to be issued by the Canada Revenue Agency following the ruling request submitted by the Parent.

“Term Loans” means the “Loans” as defined in the Term Loan Credit Agreement.

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“Term Loan Agent” means the “Primary Agent” as such term is defined in the Term Loan Credit Agreement.

“Term Loan Collateral Agent” means the “Primary Collateral Agent” as such term is defined in the Term Loan Credit Agreement.

“Term Loan Credit Agreement” means that certain $450,000,000 Term Loan Credit Agreement, dated as of July 21, 2009, among the Term Loan Agent, the Borrowers, the lenders party thereto and the other agents party thereto.

“Term Loan Documents” means all “Loan Documents” as defined in the Term Loan Credit Agreement.

“Term Loan Facility” means the term loan facility made available to the Borrowers pursuant to the Term Loan Credit Agreement.

“Term Priority Collateral” has the meaning specified in the Intercreditor Agreement.

“Termination Date” means the Maturity Date.

“Thirteen Week Forecast” has the meaning specified in Section 5.03(p).

“Total Outstandings” means the aggregate Outstanding Amount of all Advances.

“Type” refers to the distinction between (a) Advances bearing interest at the Base Rate, (b) Advances bearing interest at the Eurodollar Rate, (c) Advances bearing interest at the Canadian Prime Rate or (d) Advances bearing interest at the Canadian BA Rate.

“UCC” means the Uniform Commercial Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unreimbursed Amount” has the meaning specified in Sections 2.03(1)(c)(i) and 2.03(2)(c)(i).

“Unrestricted Cash” means unrestricted cash or Cash Equivalents subject to a first priority Lien and an Account Control Agreement in favor of the Collateral Agents pursuant to the Loan Documents, excluding, for greater certainty, cash subject to a Lien under Section 5.02(a)(vii).

“Unused Canadian Commitment” means, with respect to any Canadian Lender at any time, an amount equal to (a) such Canadian Lender’s Canadian Commitment at such time minus (b) the sum of (i) the Equivalent Amount of the aggregate principal amount of all of such Lender’s Canadian Advances, Canadian Swing Line Advances and Letter of Credit Advances made by such Canadian Lender (in its capacity as a Canadian Lender) and outstanding at such time, plus (ii) such Canadian Lender’s Pro Rata Share of (A) the Equivalent Amount of the aggregate Canadian L/C Obligations and outstanding at such time, and (B) the Equivalent

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Amount of the aggregate principal amount of all Canadian Swing Line Advances made by the Canadian Swing Line Lender pursuant to Section 2.01(d) at any time.

“Unused Commitment” means, with respect to any Lender at any time, an amount equal to (a) such Lender’s Commitment at such time minus (b) the sum of (i) the Equivalent Amount of the aggregate principal amount of all Advances and Swing Line Advances made by such Lender (in its capacity as a Lender) and outstanding at such time, plus (ii) such Lender’s Pro Rata Share of the Equivalent Amount of (A) the aggregate L/C Obligations, and (B) the aggregate principal amount of all Swing Line Advances made by the Swing Line Lender pursuant to Section 2.01(d) at any time.

“Unused US Commitment” means, with respect to any US Lender at any time, an amount equal to (a) such Lender’s US Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all of such Lender’s US Advances and US Swing Line Advances (other than for purposes of Section 2.08(a)) (in its capacity as a US Lender) and outstanding at such time, plus (ii) such US Lender’s Pro Rata Share of (A) the aggregate US L/C Obligations outstanding at such time and (B) the aggregate principal amount of all US Swing Line Advances made by the US Swing Line Lender pursuant to Section 2.01(d) at any time (other than for purposes of Section 2.08(a)).

“US Advances” has the meaning specified in Section 2.01(a).

“US Availability” means, at any time, the lesser of (i) the aggregate principal amount of the US Commitments and (ii) the US Borrowing Base, in each case minus (A) the US Advances minus (B) the US L/C Obligations minus (C) the US Swing Line Advances, in each case as at such time.

“U.S. Bankruptcy Court” has the meaning specified in the Preliminary Statements.

“US Borrower” means the Company and each Subsidiary Borrower organized under the laws of the United States, any state thereof or the District of Columbia.

“US Borrowing Base” means, at any time of determination, the sum of the following:

(a) up to 85% of the Eligible Receivables of the US Loan Parties;  plus

(b) the lesser of (i) up to 85% of the Orderly Liquidation Value Percentage (based on the most recent Inventory appraisal received by the Primary Co-Collateral Agents that satisfy the requirements of Section 5.01(s) and appraisals described in the definition of “Orderly Liquidation Value Percentage) of Eligible Inventory of the US Loan Parties, (ii) up to 65% of Eligible Inventory of the US Loan Parties (in each case at the lower of cost on a first-in first-out basis, market value and book value) and (iii) $80,000,000; minus

(c) Reserves to be reasonably determined by the Primary Co-Collateral Agents applicable to the US Loan Parties.

“US Collateral Agent” means, GECC, or any successors duly appointed in accordance with this Agreement.

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“US Commitment” means, with respect to any US Lender at any time, the amount set forth for such time opposite such US Lender’s name on Schedule I hereto under the caption “US Commitment” or, if such US Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Primary US Agent pursuant to Section 10.08(d) as such Lender’s “US Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.  As of the Closing Date, the aggregate principal amount of the US Commitments is $285,000,000.

“US Guarantor” means the Guarantors organized under the laws of the United States, any state thereof or the District of Columbia.

“US Issuing Bank” means (a) ▇▇▇▇▇, except, that, (i) ▇▇▇▇▇ will arrange for the issuance of the US Letters of Credit by ▇▇▇▇▇ Fargo Bank, N.A. (“WFB”), or such other bank as ▇▇▇▇▇ may select for such purpose, so that for purposes of the definition of “US Letters of Credit” such term shall refer to letters of credit issued by WFB (or such other bank) pursuant to its arrangements with ▇▇▇▇▇, (ii) for purposes of Sections 2.03(1)(a)(i) and (ii), ▇▇▇▇▇ agrees to arrange for the issuance of the US Letters of Letter so that references to the term “issue” in such section shall mean “issue or arrange to issue” as applied to ▇▇▇▇▇ and (iii) each reference to “US Issuing Bank” in Sections 2.03(1)(a)(ii), 2.03(1)(a)(iii), 2.03(1)(e), 2.03(1)(f), and 2.03(1)(g) shall mean both ▇▇▇▇▇ and WFB (or such other bank) and (b) each other Issuing Bank approved as a US Issuing Bank by the Applicable Administrative Agent and any Eligible Assignee to which a Letter of Credit Commitment hereunder has been assigned pursuant to Section 7.09 or 10.08.

“US L/C Obligations” means, as at any date of determination, the aggregate L/C Available Amount of all outstanding US Letters of Credit plus the aggregate of all Unreimbursed Amounts, in respect of US Letters of Credit, including, without duplication, all Letter of Credit Advances with respect to US Letters of Credit.

“US Lenders” means GECC, the other US Lenders named as such on the signature pages of the Agreement, and, if any such US Lender shall decide to assign all or any portion of the Obligations of the US Loan Parties, such term shall include any assignee of such US Lender, in each case, that holds a US Commitment or US Advance at such time.

“US Letter of Credit Sublimit” means $75,000,000.

“US Letters of Credit” means Letters of Credit issued for the account of US Borrowers.

“US Loan Parties” means the Company and Loan Parties organized under the laws of the United States, any state thereof or the District of Columbia.

“U.S. Reorganization Plan” has the meaning specified in Section 3.01(n)(i).

“US Swing Line Advance” means an advance made by (a) the US Swing Line Lender pursuant to Section 2.01(d)(1) or (b) any US Lender pursuant to Section 2.02(b).

“US Swing Line Borrowing” means a borrowing consisting of a US Swing Line Advance made by the US Swing Line Lender pursuant to Section 2.01(d)(1) or the US Lenders pursuant to Section 2.02(b).

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“US Swing Line Commitment” means, with respect to the US Swing Line Lender, the amount set forth opposite its name on Schedule I hereto under the caption “US Swing Line Commitment” or, if the US Swing Line Lender has entered into an Assignment and Acceptance, set forth for the US Swing Line Lender in the Register maintained by the Applicable Administrative Agent pursuant to Section 10.08(d) as the US Swing Line Lender’s “US Swing Line Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“US Swing Line Facility” means, at any time, an amount equal to the aggregate amount of the US Swing Line Lender’s US Swing Line Commitment at such time, as such amount may be reduced at or prior to such time pursuant to Section 2.05 and including the US Swing Line Sublimit.

“US Swing Line Lender” means GECC and any Eligible Assignee to which the US Swing Line Commitment hereunder has been assigned pursuant to Section 10.08 so long as such Eligible Assignee expressly agrees to perform in accordance with their terms all obligations that by the terms of this Agreement are required to be performed by it as a US Swing Line Lender and notifies the Applicable Administrative Agent of its Applicable Lending Office and the amount of its US Swing Line Commitment (which information shall be recorded by the Applicable Administrative Agent in the Register), for so long as such US Swing Line Lender or Eligible Assignee, as the case may be, shall have a US Swing Line Commitment.

“US Swing Line Sublimit” means an amount equal to the lesser of (a) the amount of the US Swing Line Lender’s US Swing Line Commitment at such time and (b) $25,000,000, as such amount may be reduced from time to time pursuant to Section 2.05.  The US Swing Line Sublimit is part of, and not in addition to, the US Commitments.

“Variance Report” means a report calculated in accordance with the most recent Thirteen Week Forecast, in each case reviewed and attested to by a Responsible Officer of the Parent, in form and substance reasonably satisfactory to the Initial Lenders and the  Primary Co-Collateral Agents, to be delivered concurrently with each Thirteen Week Forecast showing cash usage and borrowing variance for the period since the delivery of the last Thirteen Week Forecast.

“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“▇▇▇▇▇” has the meaning specified in the recitals of the parties to this Agreement.

“WFS” has the meaning specified in the recitals of the parties to this Agreement.

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA and, in respect of a Canadian MEPP, any amount payable in relation to a termination of the plan or the withdrawal of an employer therefrom.

Section 1.02  Computation of Time Periods; Document References.  In this Agreement (a) 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 mean “to but excluding” and (b) all

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references to an agreement or document herein shall be deemed to be references to such agreement or document as amended or otherwise modified from time to time in accordance with the terms hereof.

Section 1.03  Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(h) (“GAAP”); provided, however, that if the Borrowers notify the Primary Agents that the Borrowers wish to amend any covenant in Article V or any related definition to eliminate the effect of any change in GAAP, or the adoption of the International Financial Reporting Standards, occurring after the date of this Agreement on the operation of such covenant (or if the Primary Agents notify the Borrowers that the Required Lenders wish to amend Article V or any related definition for such purpose), then the Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers and the Required Lenders.  All accounting with respect to Debt and Liens shall be deemed to be consistent with accounting principles applied in the preparation of the financial statements referred to in Section 4.01(h).  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of  any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein.

Section 1.04  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, restated, 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, Schedules, Exhibits and Annexes shall be construed to refer to Sections of, and Schedules, Exhibits and Annexes to, this Agreement, (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, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

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ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES
AND THE LETTERS OF CREDIT

Section 2.01  The Advances.

(a)           US Advances.  Each US Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances denominated in Dollars (each, a “US  Advance”) to the US Borrowers from time to time on any Business Day during the period from the Closing Date until the Termination Date in an amount for each such US Advance not to exceed such US Lender’s Unused US Commitment at such time; provided that the sum of (A) the aggregate principal amount of all US Advances outstanding at such time (after giving effect to the requested US Advance) plus (B) the aggregate US L/C Obligations and US Swing Line Advances outstanding at such time shall not exceed US Availability at any time.  Notwithstanding anything contained herein to the contrary if the US Borrowers request that US Lenders make, or permit to remain outstanding US Advances plus the aggregate US L/C Obligations and US Swing Line Advances in excess of the US Borrowing Base (any such excess US Advance is herein referred to as a “ US Overadvance”), the Primary US Agent may, in its sole discretion, elect to make, or permit to remain outstanding such US Overadvance; provided, however, that the Primary US Agent may not cause US Lenders to make, or permit to remain outstanding, (A) aggregate US Advances in excess of the aggregate US Commitment less, US Swing Line Advances and the aggregate amount of US L/C Obligations or (B) a US Overadvance in an aggregate amount in excess of 10% of the aggregate US Commitments; provided further that no US Lender shall be required to fund its Pro Rata Share of any US Overadvance if the aggregate amount of such Lender’s US Advances (including its Pro Rata Share of US Overadvances) is in excess of the aggregate of such US Lender’s US Commitment less such US Lender’s Pro Rata Share of US Swing Line Advances and the aggregate amount of such US Lender’s Pro Rata Share of US L/C Obligations.  If a US Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all US Lenders shall be bound to make, or permit to remain outstanding, such US Overadvance based upon their Pro Rata Share of the aggregate US Commitment in accordance with the terms of this Agreement.  If a US Overadvance remains outstanding for more than ninety (90) days during any one hundred eighty (180) day period, US Advances must be repaid immediately in an amount sufficient to eliminate all of such US Overadvance.  Furthermore, Required Lenders may prospectively revoke the Primary US Agent’s ability to make or permit US Overadvances by written notice to the Primary US Agent.  All US Overadvances shall be Base Rate Loans and shall bear interest at the Base Rate plus the Applicable Margin for US Advances and shall bear interest at the default rate under Section 2.07(b) only if not repaid within five (5) Business Days.

(b)           Canadian Advances. Each Canadian Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances denominated in Canadian Dollars or Dollars (each, a “Canadian Advance”) to the Canadian Borrowers from time to time on any Business Day during the period from the Closing Date until the Termination Date in an amount for each such Advance not to exceed such Canadian Lender’s Unused Canadian Commitment at such time; provided that the sum of (A) the Equivalent Amount of the aggregate principal amount of all Canadian Advances and Canadian Letter of Credit Advances outstanding at such time (after giving effect to the requested Canadian Advance) plus (B) the Equivalent Amount of the aggregate Canadian L/C Obligations and Canadian Swing Line Advances outstanding at such time shall not exceed the Canadian Availability.  Notwithstanding anything contained herein to the contrary if the Canadian Borrowers request that Canadian Lenders make, or permit to remain outstanding Canadian Advances plus the aggregate Canadian L/C Obligations and Canadian Swing Line Advances in excess of the Canadian Borrowing Base (any such excess Canadian Advance is herein referred to as a “Canadian Overadvance”), the Primary Canadian Agent may, in its sole discretion, elect to make, or permit to remain outstanding such Canadian Overadvance; provided, however, that the Primary Canadian Agent may not cause Canadian Lenders to make, or permit to remain outstanding, (A) the Equivalent Amount of aggregate Canadian Advances in excess of the aggregate Canadian Commitment less the Equivalent Amount of the sum of the Canadian Swing Line Advances and the aggregate amount of Canadian L/C Obligations or (B) a Canadian Overadvance in an aggregate amount in excess of 10% of the aggregate Canadian

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Commitments; provided further that no Canadian Lender shall be required to fund its Pro Rata Share of any Canadian Overadvance if the aggregate amount of such Lender’s Canadian Advances (including its Pro Rata Share of Canadian Overadvances) is in excess of the aggregate of such Canadian Lender’s Canadian Commitment less such Canadian Lender’s Pro Rata Share of Canadian Swing Line Advances and the aggregate amount of such Canadian Lender’s Pro Rata Share of Canadian L/C Obligations.  If a Canadian Overadvance is made, or permitted to remain outstanding, pursuant to the preceding sentence, then all Canadian Lenders shall be bound to make, or permit to remain outstanding, such Canadian Overadvance based upon their Pro Rata Share of the aggregate Canadian Commitment in accordance with the terms of this Agreement.  If a Canadian Overadvance remains outstanding for more than ninety (90) days during any one hundred eighty (180) day period, Canadian Advances must be repaid immediately in an amount sufficient to eliminate all of such Canadian Overadvance.  Furthermore, Required Lenders may prospectively revoke the Primary Canadian Agent’s ability to make or permit Canadian Overadvances by written notice to the Primary Canadian Agent.  All Canadian Overadvances shall be Canadian Prime Rate Advances or Base Rate Advances and shall bear interest at the Canadian Prime Rate or the Base Rate, as the case may be, plus the Applicable Margin for Canadian Prime Rate Advances or Base Rate Advances, as the case may be, and shall bear interest at the default rate under Section 2.07(b) only if not repaid within five (5) Business Days.

(c)           Borrowings.  Each Borrowing in Dollars shall be in a principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and each Borrowing in Canadian Dollars shall be in a principal amount of CDN$10,000,000 or an integral multiple of CDN$1,000,000 in excess thereof (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or Letter of Credit Advances) and shall consist of Advances made simultaneously by the applicable Lenders ratably according to the Lenders’ Commitments.  Within the limits of each US Lender’s Unused US Commitment in effect from time to time, the US Borrowers may borrow under Section 2.01(a), prepay pursuant to Section 2.06, and reborrow under Section 2.01(a).  Within the limits of each Lender’s Unused Canadian Commitment in effect from time to time, the Canadian Borrowers may borrow under Section 2.01(b), prepay pursuant to Section 2.06, and reborrow under Section  2.01(b), as the case may be.

(d)           The Swing Line Advances.

(1)  US Swing Line Advances. The US Swing Line Lender agrees on the terms and conditions hereinafter set forth, to make US Swing Line Advances denominated in Dollars to the US Borrowers from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate amount owing to the US Swing Line Lender not to exceed at any time outstanding the lesser of (i) the US Swing Line Sublimit at such time and (ii) the US Swing Line Lender’s US Swing Line Commitment at such time; provided, however, that (x) no US Swing Line Borrowing shall when added to the aggregate US L/C Obligations exceed the aggregate of the Unused US Commitments of the US Lenders at such time and (y) with respect to a US Swing Line Advance to any US Borrower, such US Swing Line Advance shall not exceed the US Availability at such time.  No US Swing Line Advance shall be used for the purpose of funding the payment of principal of any other US Swing Line Advance.  Each US Swing Line Borrowing shall be in an amount of $1,000,000 or an integral multiple of $250,000 in excess thereof.  Within the limits of the US Swing Line Facility and within the limits referred to in the first sentence of this subsection (d), the US Borrowers may borrow under this Section 2.01(d)(1), repay pursuant to Section 2.04(b) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d)(1).  Immediately upon the making of a US Swing Line Advance, each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the US

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Swing Line Lender a risk participation in such US Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such US Swing Line Advance.

(2)  Canadian Swing Line Advances. The Canadian Swing Line Lender agrees on the terms and conditions hereinafter set forth, to make Canadian Swing Line Advances denominated in Canadian Dollars or Dollars to the Canadian Borrowers from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate amount owing to the Canadian Swing Line Lender not to exceed at any time outstanding the lesser of (i) the Canadian Swing Line Sublimit at such time and (ii) the Canadian Swing Line Lender’s Canadian Swing Line Commitment at such time; provided, however, that (x) no Canadian Swing Line Borrowing shall when added to the aggregate Canadian L/C Obligations exceed the aggregate of the Unused Canadian Commitments of the Canadian Lenders at such time and (y) with respect to a Canadian Swing Line Advance to any Canadian Borrower, the Equivalent Amount of such Canadian Swing Line Advance shall not exceed the Canadian Availability at such time.  No Canadian Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Canadian Swing Line Advance.  Each Canadian Swing Line Borrowing shall be in an amount of $1,000,000 or CDN$1,000,000, as the case may be, or an integral multiple of $250,000 or CDN$250,000, as the case may be in excess thereof.  Within the limits of the Canadian Swing Line Facility and within the limits referred to in the first sentence of this subsection (d), the Canadian Borrowers may borrow under this Section 2.01(d)(2), repay pursuant to Section 2.04(b) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d)(2).  Immediately upon the making of a Canadian Swing Line Advance, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a risk participation in such Canadian Swing Line Advance in an amount equal to the product of such Lender’s Pro Rata Share times the principal amount of such Canadian Swing Line Advance.

Section 2.02  Making the Advances(a)  Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, on the second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Canadian BA Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances or Canadian Prime Rate Advances, by the Borrowers to the Applicable Administrative Agent, which shall give to each applicable Lender prompt notice thereof by telex or telecopier.  Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed on the same day in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances and Canadian BA Rate Advances, initial Interest Period for each such Advance and (v) whether such Borrowing will be a US Advance or a Canadian Advance and the currency for each such Advance (Dollars or Canadian Dollars).  Each applicable Lender shall, before 1:00 p.m. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Applicable Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other applicable Lenders.  After the Applicable Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Applicable Administrative Agent will make such funds available to the US Borrowers or Canadian Borrowers, as the case may be, by crediting the Borrowers’ Account or such other account as the Borrowers shall request; provided, however, that the Applicable Administrative Agent shall first apply such funds to prepay

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ratably the aggregate principal amount of any applicable Letter of Credit Advances outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date.

(b)           (i) Each Swing Line Borrowing shall be made on notice, given not later than 12:00 noon (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrowers to the applicable Swing Line Lender and the Applicable Administrative Agent.  Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed on the same day in writing, or telecopier, specifying therein the requested (A) date of such Borrowing, (B) amount of such Borrowing and (C) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing) and the currency for each such Advance (Dollars or Canadian Dollars).  The applicable Swing Line Lender will make the amount of the requested Swing Line Advances available to the Applicable Administrative Agent at the Administrative Agent’s Account, in same day funds.  After the Applicable Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Applicable Administrative Agent will make such funds available to the applicable Borrowers by crediting the Borrower’s Account or such other account as the Borrowers shall request.

(ii)           (A)  The US Swing Line Lender may, at any time in its sole and absolute discretion, request on behalf of the US Borrowers (and the US Borrowers hereby irrevocably authorize the US Swing Line Lender to so request on their behalf) that each US Lender make a Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the amount of US Swing Line Advances then outstanding.  Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified therein and not subject to the satisfaction of the conditions set forth in Section 3.02 (except that the Borrowers shall not be deemed to have made any representations and warranties).  The US Swing Line Lender shall furnish the US Borrowers with a copy of the Notice of Borrowing promptly after delivering such notice to the Applicable Administrative Agent.  Each US Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available for the account of its Applicable Lending Office to the Applicable Administrative Agent for the account of such US Swing Line Lender, by deposit to the Administrative Agent’s Account, in same date funds, not later than 3:00 P.M. on the day specified in such Notice of Borrowing.

(B) The Canadian Swing Line Lender may, at any time in its sole and absolute discretion, request on behalf of the Canadian Borrowers (and the Canadian Borrowers hereby irrevocably authorize the Canadian Swing Line Lender to so request on their behalf) that each Canadian Lender make a Canadian Advance in an amount equal to such Lender’s Pro Rata Share of the amount of Canadian Swing Line Advances then outstanding.  Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.02(a) without regard solely to the minimum amounts specified therein and not subject to the satisfaction of the conditions set forth in Section 3.02 (except that the Canadian Borrowers shall not be deemed to have made any representations and warranties).  The Canadian Swing Line Lender shall furnish the Borrowers with a copy of the Notice of Borrowing promptly after delivering such notice to the Applicable Administrative Agent.  Each Canadian Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available for the account of its Applicable Lending Office to the Applicable Administrative Agent for the account of such Canadian Swing Line Lender, by deposit to the Administrative Agent’s Account, in same date funds, not later than 3:00 P.M. on the day specified in such Notice of Borrowing.

(iii)          If for any reason any Swing Line Advance cannot be refinanced by a Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate Advances submitted by the US Swing

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Line Lender as set forth in Section 2.02(b)(ii)(A) or the request for Canadian Advances submitted by the Canadian Swing Line Lender as set forth in Section 2.02(b)(ii)(B), as the case may be, shall be deemed to be a request by such Swing Line Lender that each of the applicable Lenders fund its risk participation in the relevant Swing Line Advance and each such Lender’s payment to the Applicable Administrative Agent for the account of such Swing Line Lender pursuant to Section 2.02(b)(ii) shall be deemed payment in respect of such participation.

(iv)          If and to the extent that any Lender shall not have made the amount of its Pro Rata Share of such Swing Line Advance available to the Applicable Administrative Agent in accordance with the provisions of Section 2.02(b)(ii), such Lender agrees to pay to the Applicable Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of the applicable Notice of Borrowing delivered by such Swing Line Lender until the date such amount is paid to the Applicable Administrative Agent, at the Federal Funds Rate with respect to US Swing Line Advances and at the Bank of Canada Rate with respect to Canadian Swing Line Advances.

(v)           Each Lender’s obligation to make Advances or to purchase and fund risk participations in any Swing Line Advance pursuant to this Section 2.02(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing.  Each Lender’s obligation to make Advances pursuant to this Section 2.02(b) is not subject to satisfaction of the conditions set forth in Section 3.02.  No funding of risk participations shall relieve or otherwise impair the obligation of the US Borrowers to repay US Swing Line Advances or of the Canadian Borrowers to repay Canadian Swing Line Advances, in each case together with interest as provided herein.

(c)           Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurodollar Rate Advances or the Canadian BA Rate Advances, as applicable, for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than the Equivalent Amount of $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances or the Canadian BA Rate Advances, as applicable, shall then be suspended pursuant to Section 2.10 or 2.11 and (ii) the Advances may not be outstanding as part of more than 10 separate Borrowings.  No Advance may be made as or converted into a Euro Rate Advance or a Canadian BA Rate Advance until the earlier of (i) thirty (30) days after the Closing Date or (ii) completion of primary syndication as determined by Arrangers.

(d)           Each Notice of Borrowing and each Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrowers.  In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances or the Canadian BA Rate Advances, the Borrowers shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

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(e)           Unless the Applicable Administrative Agent shall have received notice from any Lender prior to the date of any Borrowing that such Lender will not make available to the Applicable Administrative Agent such Lender’s ratable portion of such Borrowing, the Applicable Administrative Agent may assume that such Lender has made such portion available to the Applicable Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Applicable Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrowers on such date a corresponding amount.  If and to the extent that such Lender shall not have so made such ratable portion available to the Applicable Administrative Agent, such Lender and the Borrowers severally agree to repay or pay to the Applicable Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid or paid to the Applicable Administrative Agent, at (i) in the case of the Borrowers, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate with respect to US Advances and the Bank of Canada Rate with respect to Canadian Advances.  If such Lender shall pay to the Applicable Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement.

(f)            The failure of any Lender to make the Advance to be made by it shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance or make available on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by it.

Section 2.03  Issuance of and Drawings and Reimbursement Under Letters of Credit.

(1)  US Letters of Credit.

(a)  The US Letter of Credit Commitment.

(i)            Subject to the terms and conditions set forth herein (including, without limitation, upon fulfillment of the applicable conditions set forth in Article III), (A) each US Issuing Bank agrees, in reliance upon the agreements of the other US Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue US Letters of Credit denominated in Dollars or Euros for the account of the US Borrowers or any of their respective Subsidiaries, and to amend US Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the US Letters of Credit; and (B) the US Lenders severally agree to participate in US Letters of Credit issued for the account of the US Borrowers or any of their respective Subsidiaries; provided that the US Issuing Banks shall not be obligated to issue any Letter of Credit, and no US Lender shall be obligated to participate in any US Letter of Credit if as of the date of such issuance and after giving effect to such requested issuance, (u) the US L/C Obligations for all Letters of Credit issued by such US Issuing Bank would exceed the lesser of the US Letter of Credit Sublimit at such time and such US Issuing Bank’s US Letter of Credit Commitment at such time, (v) the L/C Available Amount of such US Letter of Credit would exceed the aggregate Unused US Commitment of all Lenders (determined immediately prior to the issuance of such US Letter of Credit) or (w) the US Availability would be less than zero.  Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrowers may, during the foregoing period, obtain US Letters of Credit to replace US Letters of Credit that have expired or that have been drawn upon and reimbursed.  If a Non-Funding Lender exists or Primary US Agent determines that any of the Lenders is an Impacted Lender, no US Issuing Bank shall have a duty to issue or renew a US Letter of Credit until Primary US Agent and Lenders have agreed in a

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manner satisfactory to the affected US Issuing Bank to allocate and satisfy the US L/C Obligations of a Non-Funding Lender.

(ii)           No US Issuing Bank shall be under any obligation to issue any US Letter of Credit if:  (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such US Issuing Bank from issuing such US Letter of Credit, or any law applicable to such US Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such US Issuing Bank shall prohibit, or request that such US Issuing Bank refrain from, the issuance of letters of credit generally or such US Letter of Credit in particular or shall impose upon such US Issuing Bank any unreimbursed loss, cost or expense which such US Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested US Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the US Lenders have approved such expiry date; (C) the issuance of such US Letter of Credit would violate one or more policies of such US Issuing Bank; or (D) such US Letter of Credit is in an initial amount less than $100,000 (unless such US Issuing Bank agrees otherwise), or is to be denominated in a currency other than Dollars (up to the US Letter of Credit Sublimit).

(iii)          No US Issuing Bank shall be under any obligation to amend any US Letter of Credit if (A) US such Issuing Bank would have no obligation at such time to issue such US Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such US Letter of Credit does not accept the proposed amendment to such US Letter of Credit.

(b)           Procedures for Issuance and Amendment of Letters of Credit.

(i)            Each US Letter of Credit shall be issued or amended, as the case may be, upon the request of the US Borrowers delivered to the applicable US Issuing Bank (with a copy to the Primary US Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of each Borrower or Subsidiary for whose account such US Letter of Credit is to be issued.  Such Letter of Credit Application must be received by the applicable US Issuing Bank and the Primary US Agent not later than 12:00 noon at least two Business Days (or such later date and time as such US Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a US Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable US Issuing Bank: (A) the proposed issuance date of the requested US Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such US Issuing Bank may reasonably require.  In the case of a request for an amendment of any outstanding US Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable US Issuing Bank (A) the US Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such US Issuing Bank may reasonably require.

(ii)           Promptly after receipt of any Letter of Credit Application, the applicable US Issuing Bank will confirm with the Primary US Agent (by telephone or in writing) that the Primary US Agent has received a copy of such Letter of Credit Application from the US Borrowers and, if not, such US Issuing Bank will provide the Primary US Agent with a copy thereof.  Upon receipt by such US Issuing Bank of confirmation from the Primary US Agent that the requested issuance or amendment is

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permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such US Issuing Bank shall, on the requested date, issue a US Letter of Credit for the account of the applicable Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such US Issuing Bank’s usual and customary business practices.  Immediately upon the issuance of each US Letter of Credit, each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such US Issuing Bank a risk participation in such US Letter of Credit in an amount equal to the product of such US Lender’s Pro Rata Share times the amount of such US Letter of Credit.

(iii)          Promptly after its delivery of any US Letter of Credit or any amendment to a US Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable US Issuing Bank will also deliver to the US Borrowers and the Primary US Agent a true and complete copy of such US Letter of Credit or amendment.

(c)           Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any US Letter of Credit of any notice of a drawing under such US Letter of Credit, the applicable US Issuing Bank shall notify the US Borrowers and the Primary US Agent thereof.  Not later than 1:00 p.m. on the Business Day following any payment by the applicable US Issuing Bank under a US Letter of Credit, so long as the US Borrowers have received notice of such drawing by 10:00 a.m. on such following Business Day (each such date, an “Honor Date”), the US Borrowers shall reimburse such US Issuing Bank through the Primary US Agent in an amount equal to the amount of such drawing (together with interest thereon at the rate set forth in Section 2.07 for Advances bearing interest at the Base Rate).  If the US Borrowers fail to so reimburse the applicable US Issuing Bank by such time, the Primary US Agent shall promptly notify each applicable Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof.  In such event, the US Borrowers shall be deemed to have requested a Borrowing in US Dollars; provided that in the case of a Euro denominated Letter of Credit, the Borrowing in US Dollars shall be equal to the amount determined at the Euro Conversion Rate, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.01(c) for the principal amount of Borrowings and the conditions set forth in Section 3.02 (other than the delivery of a Notice of Borrowing), but subject to the amount of the Unused US Commitments.  Any notice given by a US Issuing Bank or the Primary US Agent pursuant to this Section 2.03(1)(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each US Lender (including a US Lender acting as  US Issuing Bank) shall upon any notice pursuant to Section 2.03(1)(c)(i) make funds available in Dollars to the Primary US Agent for the account of the applicable US Issuing Bank at the Primary US Agent’s office in an amount equal to its Pro Rata Share of the applicable Borrowing not later than 1:00 p.m. on the Business Day specified in such notice by the Primary US Agent, whereupon, subject to the provisions of Section 2.03(1)(c)(iii), each US Lender that so makes funds available shall be deemed to have made a Letter of Credit Advance to the US Borrowers in such amount.  The Primary US Agent shall remit the funds so received to the applicable US Issuing Bank.

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing for any reason, the US Borrowers shall be deemed to have incurred from the applicable US Issuing Bank a Letter of Credit Borrowing in the amount of the Unreimbursed Amount that is not so

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refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the default rate as set forth in Section 2.07(b).  In such event, each US Lender’s payment to the Primary US Agent for the account of the applicable US Issuing Bank pursuant to Section 2.03(1)(c)(ii) shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such US Lender in satisfaction of its participation obligation under this Section 2.03(1).

(iv)          Until each US Lender funds its US Advance or Letter of Credit Advance pursuant to this Section 2.03(1)(c) to reimburse the applicable US Issuing Bank for any amount drawn under any US Letter of Credit, interest in respect of such US Lender’s Pro Rata Share of such amount shall be solely for the account of such US Issuing Bank.

(v)           Each US Lender’s obligation to make Letter of Credit Advances to reimburse the applicable US Issuing Bank for amounts drawn under US Letters of Credit, as contemplated by this Section 2.03(1)(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such US Lender may have against such US Issuing Bank, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing.  No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the applicable US Issuing Bank for the amount of any payment made by such US Issuing Bank under any US Letter of Credit, together with interest as provided herein.

(vi)          If any US Lender fails to make available to the Primary US Agent for the account of the applicable US Issuing Bank any amount required to be paid by such US Lender pursuant to the foregoing provisions of this Section 2.03(1)(c) by the time specified in Section 2.03(1)(c)(ii), such US Issuing Bank shall be entitled to recover from such US Lender (acting through the Primary US Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such US Issuing Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect.  A certificate of the applicable US Issuing Bank submitted to any US Lender (through the Primary US Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)           Repayment of Participations.

(i)            At any time after any US Issuing Bank has made a payment under any US Letter of Credit and has received from any US Lender such US Lender’s Letter of Credit Advance in respect of such payment in accordance with Section 2.03(1)(c), if the Primary US Agent receives for the account of the applicable US Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Primary US Agent), the Primary US Agent will distribute to such US Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such US Lender’s Letter of Credit Advance was outstanding) in the same funds as those received by the Primary US Agent.

(ii)           If any payment received by the Primary US Agent for the account of the applicable US Issuing Bank pursuant to Section 2.03(1)(c)(i) is required to be returned under any circumstances (including pursuant to any settlement entered into by such US Issuing Bank in its discretion), each US Lender shall pay to the Primary US Agent for the account of such US Issuing Bank

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its Pro Rata Share thereof on demand of the Primary US Agent, plus interest thereon from the date of such demand to the date such amount is returned by such US Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e)           Obligations Absolute.  The obligation of the US Borrowers to reimburse any US Issuing Bank for each drawing under each US Letter of Credit and to repay each US Letter of Credit Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such US Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)           the existence of any claim, counterclaim, set-off, defense or other right that the Borrowers may have at any time against any beneficiary or any transferee of such US Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such US Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such US Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such US Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such US Letter of Credit;

(iv)          any payment by the US Issuing Bank under such US Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such US Letter of Credit; or any payment made by such US Issuing Bank under such US Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such US Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers.

The US Borrowers shall promptly examine a copy of each US Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the US Borrowers’ instructions or other irregularity, the US Borrowers will immediately notify the applicable US Issuing Bank.  The US Borrowers shall be conclusively deemed to have waived any such claim against the applicable US Issuing Bank and its correspondents unless such notice is given as aforesaid, subject to 2.03(1)(f).

(f)            Role of Issuing Bank.  Each US Lender and each US Borrower agrees that, in paying any drawing under a US Letter of Credit, no US Issuing Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the US Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the US Issuing Banks, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any US Issuing Bank shall be liable to any US Lender for (i) any action taken or omitted in connection herewith

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at the request or with the approval of the US Lenders, or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any US Letter of Credit or Letter of Credit Application.  The US Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to their use of any US Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the US Borrowers from pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement.  None of the US Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any US Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(1)(e); provided, however, that anything in such clauses to the contrary notwithstanding, the US Borrowers may have a claim against a US Issuing Bank, any related Agent-Related Person, any of their respective correspondents, participants or assignees of such US Issuing Bank or any Agent-Related Person, and they may be liable to the US Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the US Borrowers which the US Borrowers prove were caused by such US Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such US Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such US Issuing Bank’s willful failure to pay under any US Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a US Letter of Credit.  In furtherance and not in limitation of the foregoing, the applicable US Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such US Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a US Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)           Cash Collateral.  Upon the request of the Primary US Agent, if, as of the Letter of Credit Expiration Date or the Termination Date, any US Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the applicable Borrowers shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 105% of such Outstanding Amount denominated in Dollars and 110% of such Outstanding Amount denominated in Euros determined as of the date of such Letter of Credit Borrowing or the Letter of Credit Expiration Date or the Termination Date, as the case may be).  For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Primary US Agent, for the benefit of the US Issuing Banks and the applicable Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Primary US Agent and the US Issuing Banks (which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding meanings.  Each Borrower hereby grants to the Primary US Agent, for the benefit of the US Issuing Banks and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Such cash collateral shall be maintained in the applicable L/C Cash Collateral Account.

(h)           Conflict with Letter of Credit Application.  In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(i)            Applicability of ISP98 and UCP.  Unless otherwise expressly agreed by the applicable US Issuing Bank and the Borrowers when a US Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each

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standby US Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (including the ICC decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each commercial US Letter of Credit.

(2)  Canadian Letters of Credit

(a)           The Canadian Letter of Credit Commitment.

(i)            Subject to the terms and conditions set forth herein (including, without limitation, upon fulfillment of the applicable conditions set forth in Article III), (A) each Canadian Issuing Bank agrees, in reliance upon the agreements of the other Canadian Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Canadian Letters of Credit denominated in Dollars, Canadian Dollars or Euros for the account of the Canadian Borrowers or any of their respective Subsidiaries, and to amend Canadian Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Canadian Letters of Credit; and (B) the Canadian Lenders severally agree to participate in Canadian Letters of Credit issued for the account of the Canadian Borrowers or any of their respective Subsidiaries; provided that the Canadian Issuing Banks shall not be obligated to issue any Canadian  Letter of Credit, and no Canadian Lender shall be obligated to participate in any Canadian Letter of Credit if as of the date of such issuance and after giving effect to such requested issuance, (u) the Equivalent Amount of the Canadian L/C Obligation for all Letters of Credit issued by such Canadian  Issuing Bank would exceed the lesser of the Canadian Letter of Credit Sublimit at such time and such Canadian Issuing Bank’s Letter of Credit Commitment at such time, (v) the Equivalent Amount of the L/C Available Amount of such Canadian  Letter of Credit would exceed the aggregate Unused Canadian Commitment of all Lenders (determined immediately prior to the issuance of such Canadian  Letter of Credit) or (w) the Canadian Base Availability would be less than zero.  Within the foregoing limits, and subject to the terms and conditions hereof, the Canadian Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Canadian Borrowers may, during the foregoing period, obtain Canadian Letters of Credit to replace Canadian Letters of Credit that have expired or that have been drawn upon and reimbursed.  If a Non-Funding Lender exists or Primary Canadian Agent determines that any of the Lenders is an Impacted Lender, no Canadian Issuing Bank shall have a duty to issue or renew a Canadian  Letter of Credit until Primary Canadian Agent and Lenders have agreed in a manner satisfactory to the affected Canadian Issuing Bank to allocate and satisfy the Canadian L/C Obligations of a Non-Funding Lender.

(ii)           No Canadian  Issuing Bank shall be under any obligation to issue any Canadian Letter of Credit if:  (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Canadian  Issuing Bank from issuing such Canadian  Letter of Credit, or any law applicable to such Canadian  Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Canadian  Issuing Bank shall prohibit, or request that such Canadian  Issuing Bank refrain from, the issuance of letters of credit generally or such Canadian  Letter of Credit in particular or shall impose upon such Canadian  Issuing Bank any unreimbursed loss, cost or expense which such Canadian  Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the expiry date of such requested Canadian  Letter of Credit would occur after the Canadian Letter of

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Credit Expiration Date, unless all the Canadian Lenders have approved such expiry date; (C) the issuance of such Canadian  Letter of Credit would violate one or more policies of such Canadian  Issuing Bank; or (D) such Canadian Letter of Credit is in an initial amount less than $CDN100,000, €100,000 or $100,000, as the case may be, (unless such Canadian  Issuing Bank agrees otherwise), or is to be denominated in a currency other than Canadian Dollars or Dollars (up to the Canadian Letter of Credit Sublimit).

(iii)          No Canadian Issuing Bank shall be under any obligation to amend any Canadian Letter of Credit if (A) such Canadian  Issuing Bank would have no obligation at such time to issue such Canadian  Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Canadian  Letter of Credit does not accept the proposed amendment to such Canadian  Letter of Credit.

(b)       Procedures for Issuance and Amendment of Letters of Credit.

(i)            Each Canadian Letter of Credit shall be issued or amended, as the case may be, upon the request of the Canadian Borrowers delivered to the applicable Canadian  Issuing Bank (with a copy to the Primary Canadian Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of each Borrower or Subsidiary for whose account such Canadian  Letter of Credit is to be issued.  Such Letter of Credit Application must be received by the applicable Canadian  Issuing Bank and the Primary Canadian Agent not later than 12:00 noon at least two Business Days (or such later date and time as such Canadian  Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Canadian  Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Canadian  Issuing Bank: (A) the proposed issuance date of the requested Canadian  Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such Canadian  Issuing Bank may reasonably require.  In the case of a request for an amendment of any outstanding Canadian  Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Canadian  Issuing Bank (A) the Canadian Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such Canadian  Issuing Bank may reasonably require.

(ii)           Promptly after receipt of any Letter of Credit Application, the applicable Canadian  Issuing Bank will confirm with the Primary Canadian Agent (by telephone or in writing) that the Primary Canadian Agent has received a copy of such Letter of Credit Application from the Canadian Borrowers and, if not, such Canadian  Issuing Bank will provide the Primary Canadian Agent with a copy thereof.  Upon receipt by such Canadian  Issuing Bank of confirmation from the Primary Canadian Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Canadian  Issuing Bank shall, on the requested date, issue a Canadian  Letter of Credit for the account of the applicable Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Canadian  Issuing Bank’s usual and customary business practices.  Immediately upon the issuance of each Canadian Letter of Credit, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally

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agrees to, purchase from such Canadian  Issuing Bank a risk participation in such Canadian Letter of Credit in an amount equal to the product of such Canadian Lender’s Pro Rata Share times the amount of such Canadian Letter of Credit.

(iii)          Promptly after its delivery of any Canadian Letter of Credit or any amendment to a Canadian Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Canadian  Issuing Bank will also deliver to the Canadian Borrowers and the Primary Canadian Agent a true and complete copy of such Canadian  Letter of Credit or amendment.

(c)       Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any Canadian Letter of Credit of any notice of a drawing under such Canadian Letter of Credit, the applicable Canadian  Issuing Bank shall notify the Canadian Borrowers and the Primary Canadian Agent thereof.  Not later than 1:00 p.m. on the Business Day following any payment by the applicable Canadian  Issuing Bank under a Canadian  Letter of Credit, so long as the Canadian Borrowers have received notice of such drawing by 10:00 a.m. on such following Business Day (each such date, an “Honor Date”), the Canadian Borrowers shall reimburse such Canadian  Issuing Bank through the Primary Canadian Agent in an amount equal to the amount of such drawing (together with interest thereon at the rate set forth in Section 2.07 for Advances bearing interest at the Canadian Prime Rate).  If the Canadian Borrowers fail to so reimburse the applicable Canadian  Issuing Bank by such time, the Primary Canadian Agent shall promptly notify each applicable Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof.  In such event, the Canadian Borrowers shall be deemed to have requested a Borrowing in Canadian Dollars if the Letter of Credit is denominated in Canadian Dollars or US Dollars if the Letter of Credit is denominated in US Dollars or Euros provided that in the case of a Euro denominated Letter of Credit, the Borrowing in US Dollars shall be equal to the amount determined at the Euro Conversion Rate, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03(2)(c) for the principal amount of Borrowings and the conditions set forth in Section 3.02 (other than the delivery of a Notice of Borrowing), but subject to the amount of the Unused Canadian Commitments.  Any notice given by an Canadian  Issuing Bank or the Primary Canadian Agent pursuant to this Section 2.03(2)(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Canadian Lender (including a Canadian Lender acting as Canadian  Issuing Bank) shall upon any notice pursuant to Section 2.03(2)(c)(i) make funds available in Canadian Dollars or US Dollars as applicable to the Primary Canadian Agent for the account of the applicable Canadian  Issuing Bank at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of  the applicable Borrowing not later than 1:00 p.m. on the Business Day specified in such notice by the Primary Canadian Agent, whereupon, subject to the provisions of Section 2.03(2)(c)(iii), each Canadian Lender that so makes funds available shall be deemed to have made a Letter of Credit Advance to the Borrowers in such amount.  The Primary Canadian Agent shall remit the funds so received to the applicable Canadian  Issuing Bank.

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing for any reason, the Canadian Borrowers shall be deemed to have incurred from the

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applicable Canadian Issuing Bank a Letter of Credit Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the default rate as set forth in Section 2.07(b).  In such event, each Canadian Lender’s payment to the Primary Canadian Agent for the account of the applicable Canadian  Issuing Bank pursuant to Section 2.03(2)(c)(ii) shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Canadian Lender in satisfaction of its participation obligation under this Section 2.03(2).

(iv)          Until each Canadian Lender funds its Canadian Advance or Letter of Credit Advance pursuant to this Section 2.03(2)(c) to reimburse the applicable Canadian  Issuing Bank for any amount drawn under any Canadian  Letter of Credit, interest in respect of such Canadian Lender’s Pro Rata Share of such amount shall be solely for the account of such Canadian  Issuing Bank.

(v)           Each Canadian Lender’s obligation to make Letter of Credit Advances to reimburse the applicable Canadian  Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(2)(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Canadian Lender may have against such Canadian  Issuing Bank, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing.  No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the applicable Canadian  Issuing Bank for the amount of any payment made by such Canadian  Issuing Bank under any Canadian  Letter of Credit, together with interest as provided herein.

(vi)          If any Canadian Lender fails to make available to the Primary Canadian Agent for the account of the applicable Canadian  Issuing Bank any amount required to be paid by such Canadian Lender pursuant to the foregoing provisions of this Section 2.03(2)(c) by the time specified in Section 2.03(2)(c)(ii), such Canadian  Issuing Bank shall be entitled to recover from such Canadian Lender (acting through the Primary Canadian Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such Canadian  Issuing Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect.  A certificate of the applicable Canadian  Issuing Bank submitted to any Canadian Lender (through the Primary Canadian Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)       Repayment of Participations.

(i)            At any time after any Canadian  Issuing Bank has made a payment under any Canadian Letter of Credit and has received from any Canadian Lender such Canadian Lender’s Letter of Credit Advance in respect of such payment in accordance with Section 2.03(2)(c), if the Primary Canadian Agent receives for the account of the applicable Canadian  Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Primary Canadian Agent), the Primary Canadian Agent will distribute to such Canadian Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the

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period of time during which such Canadian Lender’s Letter of Credit Advance was outstanding) in the same funds as those received by the Primary Canadian Agent.

(ii)           If any payment received by the Primary Canadian Agent for the account of the applicable Canadian  Issuing Bank pursuant to Section 2.03(2)(c)(i) is required to be returned under any circumstances (including pursuant to any settlement entered into by such Canadian  Issuing Bank in its discretion), each Canadian Lender shall pay to the Primary Canadian Agent for the account of such Canadian  Issuing Bank its Pro Rata Share thereof on demand of the Primary Canadian Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Canadian Lender, at a rate per annum equal to the Bank of Canada Rate from time to time in effect.

(e)       Obligations Absolute.  The obligation of the Canadian Borrowers to reimburse any Canadian  Issuing Bank for each drawing under each Canadian Letter of Credit and to repay each Letter of Credit Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Canadian  Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)           the existence of any claim, counterclaim, set-off, defense or other right that the Borrowers may have at any time against any beneficiary or any transferee of such Canadian  Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such Canadian  Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Canadian  Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Canadian  Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Canadian  Letter of Credit;

(iv)          any payment by the Canadian  Issuing Bank under such Canadian  Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Canadian  Letter of Credit; or any payment made by such Canadian  Issuing Bank under such Canadian  Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Canadian  Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers.

The Canadian Borrowers shall promptly examine a copy of each Canadian  Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Canadian Borrowers’ instructions or other irregularity, the Canadian Borrowers will immediately notify the applicable Canadian  Issuing Bank.  The Canadian Borrowers shall be conclusively deemed to

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have waived any such claim against the applicable Canadian  Issuing Bank and its correspondents unless such notice is given as aforesaid, subject to Section 2.03(2)(f).

(f)        Role of Canadian  Issuing Bank.  Each Canadian Lender and each Canadian Borrower agrees that, in paying any drawing under a Canadian Letter of Credit, no Canadian  Issuing Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Canadian  Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the Canadian  Issuing Banks, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any Canadian  Issuing Bank shall be liable to any Canadian Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Canadian Lenders, or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Canadian  Letter of Credit or Letter of Credit Application.  The Canadian Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to their use of any Canadian Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Canadian Borrowers from pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement.  None of the Canadian  Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Canadian  Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(2)(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Canadian Borrowers may have a claim against an Canadian  Issuing Bank, any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Canadian  Issuing Bank or any Agent-Related Person, and they may be liable to the Canadian Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Canadian Borrowers which the Canadian Borrowers prove were caused by such Canadian  Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such Canadian  Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such Canadian  Issuing Bank’s willful failure to pay under any Canadian  Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Canadian  Letter of Credit.  In furtherance and not in limitation of the foregoing, the applicable Canadian  Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Canadian  Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Canadian  Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)       Cash Collateral.  Upon the request of the Primary Canadian Agent, if, as of the Letter of Credit Expiration Date or the Termination Date, any Canadian  Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the applicable Borrowers shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations in Dollars, Euro or Canadian Dollars, as applicable (in an amount equal to 110% of such Outstanding Amount determined as of the date of such Letter of Credit Borrowing or the Letter of Credit Expiration Date or the Termination Date, as the case may be).  For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Primary Canadian  Agent, for the benefit of the Canadian  Issuing Banks and the applicable Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Primary Canadian  Agent and the Canadian  Issuing Banks (which documents are hereby consented to by the Lenders).  Derivatives of such

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term have corresponding meanings.  Each Borrower hereby grants to the Primary Canadian  Agent, for the benefit of the Canadian  Issuing Banks and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Such cash collateral shall be maintained in the applicable L/C Cash Collateral Account.

(h)       Conflict with Letter of Credit Application.  In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(i)        Applicability of ISP98 and UCP.  Unless otherwise expressly agreed by the applicable Canadian  Issuing Bank and the Borrowers when a Canadian  Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Canadian  Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (including the ICC decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each commercial Canadian  Letter of Credit.

Section 2.04  Repayment of Advances.

(a)       Advances.  The US Borrowers shall repay to the Primary US Agent for the ratable account of the US Lenders on the Termination Date the aggregate outstanding principal amount of the US Advances then outstanding.  The Canadian Borrowers shall repay to the Primary Canadian Agent for the ratable account of the Canadian Lenders on the Termination Date the aggregate outstanding principal amount of the Canadian Advances then outstanding.

(b)           Swing Line Advances.  Any US Borrower that has received a US Swing Line Advance shall repay to the Applicable Administrative Agent for the account of the US Swing Line Lender and each other US Lender that has made a US Swing Line Advance the outstanding principal amount of each US Swing Line Advance made by each of them to the US Borrowers on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing) and the Termination Date.   Any Canadian Borrower that has received a Canadian Swing Line Advance shall repay to the Applicable Administrative Agent for the account of the Canadian Swing Line Lender and each other Canadian Lender that has made a Canadian Swing Line Advance the outstanding principal amount of each Canadian Swing Line Advance made by each of them to the Canadian Borrowers on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing) and the Termination Date.

(c)           Letter of Credit Advances.  The US Borrowers shall repay to the Primary US Agent for the account of the applicable Issuing Banks and each US Lender that has made a US Letter of Credit Advance the outstanding principal amount of each US Letter of Credit Advance made by each of them to the US Borrowers on the earlier of (i) the date of demand therefor and (ii) the Termination Date.  The Canadian Borrowers shall repay to the Primary Canadian Agent for the account of the Canadian Issuing Banks and each Canadian Lender that has made a Canadian Letter of Credit Advance the outstanding principal amount of each Canadian Letter of Credit Advance made by each of them to the Canadian Borrowers on the earlier of (i) the date of demand therefor and (ii) the Termination Date.

Section 2.05  Termination or Reduction of Commitments.  (a) Commitment Reductions.

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(i)            The Borrowers may, by at least one Business Day’s prior notice to the Primary US Agent received not later than 11:00 a.m. (New York, New York time) stating the proposed date and aggregate amount of the reduction in Commitments, reduce or terminate the Commitments, in whole or ratably in part; provided, however, that each reduction in Commitments shall be in an aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof or, if less, the aggregate amount of the Commitments; provided further, that, following such reduction or termination of Commitments, the Revolving Credit Facility Usage shall not exceed the Commitments; provided further, that upon any such reduction of the Commitments and/or any reduction pursuant to Section 2.06(viii) prior to the second anniversary of the Closing Date, the US Borrowers shall pay to the Applicable Administrative Agent for the ratable benefit of the applicable Lenders, a premium equal to 1.0% of the amount of such reduction.

(ii)           The US Letter of Credit Sublimit shall be automatically and permanently reduced from time to time on the date of each reduction in the US Commitments by the amount, if any, by which the amount of such US Letter of Credit Sublimit exceeds the US Commitments after giving effect to such reduction of the US Commitments.  The Canadian Letter of Credit Sublimit shall be automatically and permanently reduced from time to time on the date of each reduction in the Canadian Commitments by the amount, if any, by which the amount of such Canadian Letter of Credit Sublimit exceeds the Canadian Commitments after giving effect to such reduction of the Canadian Commitments

(iii)          The US Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the US Commitments by the amount, if any, by which the amount of the US Swing Line Facility exceeds the US Commitments after giving effect to such reduction of the US Commitments.  The Canadian Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Canadian Commitments by the amount, if any, by which the amount of the Canadian Swing Line Facility exceeds the Canadian Commitments after giving effect to such reduction of the Canadian Commitments.

(b)           Application of Commitment Reductions. Upon each reduction of a Letter of Credit Sublimit pursuant to this Section 2.05, the Letter of Credit Commitment of each of the applicable Issuing Banks shall be reduced by such Lender’s Pro Rata Share of the amount by which such Letter of Credit Sublimit is reduced in accordance with the Lenders’ respective Commitments. Upon each reduction of the Swing Line Sublimit pursuant to this Section 2.05, the Swing Line Commitment of the applicable Swing Line Lender shall be reduced by the amount by which the Swing Line Sublimit is reduced.

Section 2.06  Prepayments.  (a)  Optional.  The Borrowers may, upon at least one Business Day’s notice to the Applicable Administrative Agent received not later than 11:00 a.m. (New York City time) stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrowers shall, prepay the outstanding aggregate principal amount of Advances, in whole or ratably in part, together with, in the case of any Eurodollar Rate Advance, accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of $10,000,000, in the case of US Advances and CDN$10,000,000 in the case of Canadian Advances or an integral multiple of $1,000,000 in the case of US Advances and CDN$1,000,000 in the case of Canadian Advances in excess thereof or, if less, the aggregate outstanding principal amount of any Advance; provided further that any Canadian BA Rate Advances shall be defeased in accordance with Section 2.09(j) rather than repaid.  Subject to the foregoing, prepayments pursuant to this Section 2.06(a) shall be permitted at any time without premium or penalty, and shall be, subject to customary breakage costs in the case of a prepayment of a Eurodollar

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Rate Advance or a Canadian BA Rate Advance other than on the last day of the relevant Interest Period.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 10.05.

(b)           Mandatory.

(i)            Except as otherwise required pursuant to the Intercreditor Agreement, each Borrower shall within one Business Day of the receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds.  Each prepayment pursuant to this clause (i) shall be applied first to prepay fees and reimbursable expenses of the Administrative Agents and the Collateral Agents then due and payable; second to prepay fees and reimbursable expenses of the Lenders then due and payable; and third ratably to the Obligations as set forth in clause (iv) below.

(ii)           Subject to Section 2.04(a), the applicable Borrowers shall, on each Business Day, if applicable, prepay:

(A)          an aggregate principal amount of the Advances comprising part of the same Borrowings, the Letter of Credit Advances and Swing Line Advances in an amount equal to the amount by which (1) the sum of (x) the aggregate principal amount of the Advances and the Letter of Credit Advances then outstanding (with any Advances in Canadian Dollars being determined at the Equivalent Amount in Dollars of such Advances on such Business Day) plus (y) the aggregate L/C Obligations of all Letters of Credit then outstanding exceeds (2) the Revolving Credit Maximum Amount; and

(B)           the principal balance of any Borrowing Base Deficiency which  occurs on such date, including without limitation, as a result of fluctuations in the Equivalent Amount of Canadian Dollars.

(iii)          The Borrowers shall, on each Business Day, if applicable, pay to the Applicable Administrative Agent for deposit in the applicable L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such applicable L/C Cash Collateral Account to equal 105% or 110%, as applicable, of the amount by which the aggregate applicable L/C Available Amount then outstanding exceeds the applicable Letter of Credit Sublimit on such Business Day.

(iv)          Prepayments made pursuant to clause “third” of clause (i) above and clause (ii) above shall be applied first to prepay interest then due and payable on the applicable Letter of Credit Advances; second to prepay any principal amounts of any outstanding applicable Letter of Credit Advances; third, to prepay Swing Line Advances then outstanding, fourth to prepay interest then due and payable on the other Advances; fifth to prepay any principal amounts of  other Advances; sixth, if required under Sections 2.03(1)(g) or 2.03(2)(g), deposited in the L/C Cash Collateral Account; and, in the case of any prepayment pursuant to clause (i) above, the amount remaining, if any, from ratable portion of such Net Cash Proceeds after the prepayment of the Letter of Credit Advances and the Advances then outstanding and any required cash collateralization of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amounts being referred to herein as the “Reduction Amount”) may be retained by the Borrowers for use in their respective business and operations in the ordinary course.  Upon the drawing of any Letter of Credit for which funds are on deposit in the applicable L/C Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or Lenders, as applicable.  Notwithstanding the foregoing, prepayments by the Canadian Borrowers pursuant to this subsection (b) shall be paid to the Canadian

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Agent in accordance with Section 2.12 and shall be applied first to prepay the Canadian Advances and prepayments by the US Borrowers pursuant to this subsection (b) shall be paid to the Primary US Agent in accordance with Section 2.12 and shall be applied first to prepay the US Advances.

(v)           All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.

(vi)          The Primary US Agent and the Primary Canadian Agent, as applicable, is authorized to, and at its sole election may, charge to the Commitment balance on behalf of applicable Borrower and cause to be paid all fees, expenses, charges, costs (including insurance premiums) and interest and principal, other than principal of the Advances, owing by such Borrower under this Agreement or any of the other Loan Documents if and to the extent such Borrower fails to pay promptly any such amounts as and when due, so long as the amount of such charges would not exceed Borrowing Availability at such time.  At the Applicable Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Advances hereunder.

(vii)         The Borrower shall, on the 120th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of Excess Cash Flow for such Fiscal Year.  Each such prepayment shall be applied to the installments of the Facilities pro rata; provided, however, that payments under this clause (vii) shall only be due after the Term Loan Facility and any “Refinancings” referred to in the Intercreditor Agreement has been repaid in full.

(viii)        Upon the occurrence of a Change of Control, the Borrowers shall repay the entire outstanding amount of the Obligations, reduce the Commitments to zero ($0) and cash collateralize all then outstanding Letters of Credit in accordance with Section 6.02.

Section 2.07  Interest.  (a)  Scheduled Interest.  The US Borrowers shall jointly and severally pay interest on the unpaid principal amount of each US Advance owing to each US Lender and US Swing Line Lender, as applicable, and the Canadian Borrowers shall jointly and severally pay interest on the unpaid principal amount of each Canadian Advance owing to each Canadian Lender and the Canadian Swing Line Lender, as applicable, in each case from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i)            Base Rate Advances.  During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears monthly on the first Business Day of each month during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii)           Eurodollar Rate Advances.  During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last Business Day of such Interest Period and, if such Interest Period has a duration of more than one month, on the first Business Day of each month that occurs during such Interest Period every month from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

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(iii)          Canadian Prime Rate Advances.  During such periods as such Advance is a Canadian Prime Rate Advance, a rate per annum equal at all times to the sum of (A) the Canadian Prime Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears on the first Business Day of each month during such periods and on the date such Canadian Prime Rate Advance shall be Converted or paid in full.

Payments of interest by the Canadian Borrowers pursuant to this Section 2.07 in respect of Canadian Advances shall be paid to the Primary Canadian Agent in accordance with Section 2.12.  Payments of interest by the US Borrowers pursuant to this Section 2.07 in respect of US Advances shall be paid to the Primary US Agent in accordance with Section 2.12.

(b)           Default Interest.  Upon the occurrence and during the continuance of an Event of Default the Borrowers shall jointly and severally pay interest, after as well as before judgment, on (i) the unpaid principal amount of each Advance (which shall include any Letter of Credit Advance and any Canadian BA Rate Advance) owing to each Lender, payable in arrears on the dates referred to in clause (a) above and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Advances pursuant to clause (a)(i) above in the case of amounts due in Dollars and clauses (a)(iii) in the case of amounts due in Canadian Dollars.

(c)           Notice of Interest Rate.  Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), the Applicable Administrative Agent shall give notice to the Borrowers and each Lender of the interest rate determined by the Applicable Administrative Agent for purposes of clause (a) above.

(d)           Interest Act.  For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable.  The rates of interest under this Agreement are nominal rates, and not effective rates or yields.  The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

(e)           Criminal Code.  If any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with respect to such Borrower with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

(i)            first, by reducing the amount or rate of interest or the amount or rate of any Acceptance Fee required to be paid to the affected Lender under Section 2.09; and

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(ii)           thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Section 2.08  Fees.  (a)  Commitment Fees.  The US Borrowers shall jointly and severally pay to the Primary US Agent for the account of the US Lenders a commitment fee, from the date hereof in the case of each such Initial Lender and from the Closing Date specified in the Assignment and Acceptance pursuant to which it became a US Lender in the case of each other such US Lender until the Termination Date, payable in arrears on the first Business Day of each month and on the Termination Date, at the Commitment Fee Rate on the average daily Unused US Commitment of such Lender; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Canadian Borrowers shall jointly and severally pay to the Primary Canadian Agent for the account of the Canadian Lenders a commitment fee, from the date hereof in the case of each such Initial Lender and from the Closing Date specified in the Assignment and Acceptance pursuant to which it became a Canadian Lender in the case of each other such Canadian Lender until the Termination Date, payable in arrears on the first Business Day of each month and on the Termination Date, at the Commitment Fee Rate on the average daily Unused Canadian Commitment of such Lender; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.   Swing Line Advances shall be excluded for purposes of calculating such commitment fees.

(b)           Letter of Credit Fees, Etc.

(i)            (A) The US Borrowers shall jointly and severally pay to the Primary US Agent for the account of each US Lender a commission, payable in arrears on the last Business Day of each quarter, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Letter of Credit and on the Termination Date, on such US Lender’s Pro Rata Share of the average daily aggregate L/C Available Amount during such quarter of all Letters of Credit that constitute US Advances outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances.  (B) The Canadian Borrowers shall jointly and severally pay to the Primary Canadian Agent for the account of each Canadian Lender a commission, payable in arrears on the last Business Day of each quarter, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Letter of Credit and on the Termination Date, on such Canadian Lender’s Pro Rata Share of the Equivalent Amount of the average daily the aggregate L/C Available Amount during such quarter of all Letters of Credit that constitute Canadian Advances outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances.

(ii)           (A) The US Borrowers shall jointly and severally pay to the Issuing Banks, for their own ratable account, (1) a fronting fee, payable in arrears on the last Business Day of each quarter and on the Termination Date, on the average daily aggregate Available Amount during such quarter of all Letters of Credit that constitute US Advances outstanding from time to time, from the Closing Date until the Termination Date, at the rate of 0.25% per annum and (2) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Banks.  (B) The Canadian Borrowers shall jointly and severally pay to the Canadian Issuing Banks, for their own ratable account, (1) a fronting fee, payable in arrears on the last Business Day of each quarter and on the Termination Date, on the Equivalent Amount of the average daily aggregate L/C Available Amount during such quarter of all Canadian Letters of Credit that constitute Canadian Advances outstanding from time to time, from the Closing Date until the Termination Date, at the rate of 0.25% per annum and

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(2) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Banks.

(iii)          All fees due and payable under or with respect to any Letter of Credit denominated in Dollars shall be payable in Dollars and all fees due and payable under or with respect to any Canadian Letter of Credit denominated in Canadian Dollars shall be payable in Canadian Dollars, in each case calculated based on a 360-day year.

(c)           Initial Lender Fees.  The Borrowers shall jointly and severally pay to the Applicable Administrative Agent for the account of the Initial Lenders (and their respective Affiliates) such fees as may be required to be paid pursuant to the Fee Letter and such other fees as may be from time to time agreed among the Borrowers and the Primary Agents and the Primary Co-Collateral Agents (and their respective Affiliates).

Section 2.09  Bankers’ Acceptance.

(a)           Subject to the terms and conditions of this Agreement, the Parent may request Canadian BA Rate Advances by presenting drafts for acceptance and purchase as B/As by the Canadian Lenders.  No Interest Period with respect to a B/A to be accepted and purchased shall extend beyond the Maturity Date.

(b)           To facilitate availment of Canadian BA Rate Advances, the Parent hereby appoints each Canadian Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of B/As in the form requested by such Lender.  In this respect, it is each Canadian Lender’s responsibility to maintain an adequate supply of blank forms of B/As for acceptance under this Agreement.  The Parent recognizes and agrees that all B/As signed and/or endorsed by a Canadian Lender on behalf of the Parent shall bind the Parent as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Parent.  Each Canadian Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate amount of B/As required to be accepted and purchased by such Lender.  No Canadian Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or wilful misconduct of the Canadian Lender or its officers, employees, agents or representatives.  Each Canadian Lender shall maintain a record with respect to B/As (i) received by it in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder, and (iv) cancelled at their respective maturities.  On request by or on behalf of the Parent, a Canadian Lender shall cancel all forms of B/A which have been pre-signed or pre-endorsed on behalf of the Parent and which are held by such Lender and are not required to be issued in accordance with the Parent’s irrevocable notice.  Alternatively, the Parent agrees that, at the request of the Primary Canadian Agent, the Parent shall deliver to the Primary Canadian Agent a “depository note” which complies with the requirements of the Depository Bills and Notes Act (Canada), and consents to the deposit of any such depository note in the book-based debt clearance system maintained by the Canadian Depository for Securities.

(c)           Drafts of the Parent to be accepted as B/As hereunder shall be signed as set out in this Section.  Notwithstanding that any person whose signature appears on any B/A may no longer be an authorized signatory for any Canadian Lender or the Parent at the date of issuance of a B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on the Parent.

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(d)           Promptly following receipt of a request specifying an advance by way of B/As, the Primary Canadian Agent shall so advise the Canadian Lenders and shall advise each Canadian Lender of the aggregate face amount of the B/As to be accepted by it and the applicable Interest Period (which shall be identical for all Canadian Lenders).  The aggregate face amount of the B/As to be accepted by the Canadian Lenders shall be in a minimum aggregate amount of CDN$10,000,000 and shall be a whole multiple of CDN$1,000,000, and such face amount shall be in the Canadian Lenders’ pro rata portions of such advance, provided that the Primary Canadian Agent may in its sole discretion increase or reduce any Lender’s portion of such Canadian BA Rate Advance to the nearest CDN$100,000 without reducing the overall commitments of such Lender.

(e)           Upon acceptance of a B/A by a Canadian Lender, such Canadian Lender shall purchase, or arrange for the purchase of, each B/A from the Parent and provide to the Primary Canadian Agent the Discount Proceeds therefore for the account of the Parent.  The Parent shall pay an Acceptance Fee to a Canadian Lender in respect of each B/A accepted by such Lender which shall be set off against the Discount Proceeds payable by such Lender under this Section.

(f)            Each Canadian Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/As accepted and purchased by it.

(g)           If a Canadian Lender is not a chartered bank under the Bank Act (Canada) or if a Lender notifies the Primary Canadian Agent in writing that it is otherwise unable to accept Bankers’ Acceptances, such Lender will, instead of accepting and purchasing Bankers’ Acceptances, make a Loan (a “B/A Equivalent Loan”) to the Parent in the amount and for the same term as the draft which such Lender would otherwise have been required to accept and purchase hereunder.  Each such Lender will provide to the Primary Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the Parent.  Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Lender had accepted (and been paid an Acceptance Fee) and purchased (on a discounted basis) a Bankers’ Acceptance for the relevant Interest Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Lenders and the Parent as the Bankers’ Acceptance which such B/A Equivalent Loan replaces).  All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the amount to be advanced on account of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a Bankers’ Acceptance would be deducted from the face amount of the Bankers’ Acceptance.  Subject to repayment requirements, on the last day of the relevant Interest Period for such B/A Equivalent Loan, the Parent shall be entitled to Convert each such B/A Equivalent Loan into another Type of Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Agreement.

(h)           With respect to each Canadian BA Rate Advance, the Parent shall notify the Primary Canadian Agent in accordance with Section 2.02 if the Parent intends to issue B/As on such last day of the Interest Period to provide for the payment of such maturing Canadian BA Rate Advance.  If the Parent fails to notify the Primary Canadian Agent of its intention to issue B/As on such last day of the Interest Period, the Parent shall provide payment to the Primary Canadian Agent on behalf of the Canadian Lenders of an amount equal to the aggregate face amount of such Canadian BA Rate Advance on the last day of the Interest Period of thereof.  If the Parent fails to make such payment, such maturing B/As shall be deemed to have been Converted on the last day of the Interest Period into a Canadian Prime Rate Advance in an amount equal to the face amount of such B/As.

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(i)            The Parent waives presentment for payment and any other defence to payment of any amounts due to a Canadian Lender in respect of a B/A accepted and purchased by it pursuant to this Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Lender in its own right, and the Parent agrees not to claim any days of grace if such Lender, as holder, sues the Parent on the B/A for payment of the amount payable by the Parent thereunder.  On the last day of the Interest Period of a B/A, or such earlier date as may be required or permitted pursuant to the provisions of this Agreement, the Parent shall pay the Canadian Lender that has accepted and purchased such B/A the full face amount of such B/A and, after such payment, the Parent shall have no further liability in respect of such B/A and such Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.

(j)            Except as required by any Canadian Lender upon the occurrence of an Event of Default, no Canadian BA Rate Advance may be repaid by the Parent prior to the expiry date of the Interest Period applicable to such Canadian BA Rate Advance; provided, however, that the Parent may defease any Canadian BA Rate Advance by paying to the Primary Canadian Agent an amount that is sufficient to repay such Canadian B/A Rate Borrowing on the expiry date of the Interest Period applicable to such Canadian BA Rate Advance in full satisfaction of any obligation due on the expiration of such B/A Rate Borrowing.

Section 2.10  Conversion of Advances.  (a)  Optional.  The Borrowers may on any Business Day, upon notice given to the Applicable Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Section 2.11, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances, or any Conversion of Canadian BA Rate Advances into Canadian Prime Rate Advances, shall be made only on the last day of an Interest Period for such Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances, or of any Canadian Prime Rate Advances into Canadian BA Rate Advances, shall be in an amount not less than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing shall be made ratably among the applicable Lenders in accordance with their Commitments.  Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurodollar Rate Advances or Canadian BA Rate Advances, the duration of the initial Interest Period for such Advances, provided that if such notice does not specify the duration of the Interest Period for any Advance, the Interest Period shall be deemed to be three month.  Each notice of Conversion shall be irrevocable and binding on the Borrowers.

(b)           Mandatory.

(i)            On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall, at the end of the applicable Interest Period, automatically Convert into Base Rate Advances.

(ii)           On the date on which the aggregate unpaid principal amount of Canadian BA Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall, at the end of the applicable Interest Period, automatically Convert into Canadian Prime Rate Advances.

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(iii)          If any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances or Canadian BA Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Applicable Administrative Agent will forthwith so notify the applicable Borrowers and the applicable Lenders, whereupon each such Eurodollar Rate Advance or Canadian BA Rate Advance, as the case may be, will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance or Canadian Prime Rate Advance, respectively.

(iv)          Upon the occurrence and during the continuance of any Event of Default, (v) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (w) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended, (x) each Canadian BA Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Canadian Prime Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Canadian BA Rate Advances shall be suspended.

Section 2.11  Increased Costs, Etc.  (a)  If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining any Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.11, any such increased costs resulting from (x) Excluded Taxes, Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income, capital, franchise or other similar taxes by the United States, Canada, any foreign jurisdiction, state, province or any political subdivision thereof under the laws of which such Lender Party is organized, is resident or has its Applicable Lending Office), then the Borrowers shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Applicable Administrative Agent), pay to the Applicable Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that a Lender Party claiming additional amounts under this Section 2.11(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party.  A certificate as to the amount of such increased cost, submitted to the Borrowers by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.

(b)           If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Applicable Administrative Agent), the Borrowers shall jointly and severally pay to the Applicable Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the

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extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit.  A certificate as to such amounts submitted to the Borrowers by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.

(c)           If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Applicable Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Applicable Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Applicable Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.  If, with respect to any Canadian BA Rate Advances, the Required Lenders notify the Applicable Administrative Agent that the Canadian BA Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Canadian BA Rate Advances for such Interest Period, the Applicable Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each such Canadian BA Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Canadian Prime Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Canadian BA Rate Advances shall be suspended until the Applicable Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.

(d)           Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Applicable Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Applicable Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.  Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Canadian BA Rate Lending Office to perform its obligations hereunder to make Canadian BA Rate Advances or to continue to fund or maintain Canadian BA Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Applicable Administrative Agent, (i) each Canadian BA Rate Advance will automatically, upon such demand, Convert into a Canadian Prime Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Canadian BA Rate Advances shall be suspended until the Applicable Administrative Agent shall notify the Borrowers that such Lender has determined that the

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circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Canadian BA Rate Lending Office if the making of such a designation would allow such Lender or its Canadian BA Rate Lending Office to continue to perform its obligations to make Canadian BA Rate Advances or to continue to fund or maintain Canadian BA Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Section 2.12  Payments and Computations.  (a)  The Borrowers shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.16), not later than 12:00 noon.  (New York, New York time) on the day when due (or, in the case of payments made by a Guarantor pursuant to Section 8.01, on the date of demand therefor) shall be payable in the currency in which such Obligations are denominated to the Applicable Administrative Agent at the Applicable Administrative Agent’s Account in same day funds.  If such payment is received after such time, it will be considered received the following Business Day, in the Applicable Administrative Agent’s sole discretion.  The Applicable Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrowers is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrowers is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.  Upon acceptance by the Applicable Administrative Agent of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.08(d), from and after the Closing Date of such Assignment and Acceptance, the Applicable Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to each Lender Party assignee thereunder on a pro rata basis based on the time the assignor and assignee held such assigned interest.  Each payment to be made hereunder and under the Notes by the Canadian Loan Parties shall be made to the Primary Canadian Agent.  Each payment to be made hereunder and under the Notes by the US Loan Parties in respect of the Obligations shall be made to the Primary US Agent.

(b)           If any Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances to which, or the manner in which, such funds are to be applied, such Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender Party ratably in accordance with such Lender Party’s Pro Rata Share of the principal amount of all outstanding Advances and the L/C Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender Party, and for application to such principal installments, as such Administrative Agent shall direct.

(c)           Each Borrower hereby authorizes each Lender Party, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrowers’ accounts with such Lender Party any amount so due.  Each of the Lender Parties hereby agrees to notify the Applicable Administrative Agents and the Borrowers promptly after any such setoff and application shall be made by such Lender Party; provided, however, that the failure to give such notice shall not affect the validity of such charge.

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(d)           All computations of interest based on the Base Rate, the Canadian B/A Rate or the Canadian Prime Rate of fees and Letter of Credit commissions shall be made by the Applicable Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate shall be made by the Applicable Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable.  Each determination by the Applicable Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

(e)           Except as otherwise provided, whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or Canadian BA Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(f)            Unless the Applicable Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to any Lender Party hereunder that the Borrowers will not make such payment in full, the Applicable Administrative Agent may assume that the Borrowers have made such payment in full to the Applicable Administrative Agent on such date and the Applicable Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party.  If and to the extent the Borrowers shall not have so made such payment in full to the Applicable Administrative Agent, each such Lender Party shall repay to the Applicable Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Applicable Administrative Agent, at the Federal Funds Rate.

(g)           Principal, interest, reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Loan Documents to the Secured Parties shall be payable in the currency in which such obligations are denominated.  If any Agent receives any payment from or on behalf of a Loan Party in any currency other than the currency in which the Obligation is denominated such Agent may convert the payment (including the proceeds of realization upon any collateral) into the currency in which such Obligation is denominated in accordance with its customary practice for commercial loans being administered by it.  Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in Dollars.  For the purpose of such calculations, comparisons, measurements or determinations, amounts denominated in other currencies shall be converted in the Equivalent Amount of Dollars on the date of calculation, comparison, measurement or determination.

Section 2.13  Taxes.  (a)  Except as otherwise provided herein, any and all payments by any Loan Party to or for the account of any Lender Party or any Agent hereunder or under any other Loan Document shall be made, in accordance with Section 2.12 or the applicable provisions of such other Loan Document, if any, free and clear of and without deduction for (i) any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender Party and each Agent, (x) taxes, levies, imposts, deductions, charges or withholdings that are imposed on or measured by its overall net income, its capital and franchise taxes or any similar taxes imposed in lieu thereof by any jurisdiction including Canada and the United States or

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any state, province or political subdivision thereof under the laws of which such Lender Party or such Agent, as the case may be, is organized or in which such Lender Party or such Agent, as the case may be, is resident or, in the case of each Lender Party, such Lender Party’s Applicable Lending Office is located or (y) any branch profit taxes imposed by the United States or Canada (all such taxes, levies, imposts, deductions, charges, withholdings (excluding those referred to in (x) and (y) which are referred to as “Excluded Taxes”) being hereinafter referred to as “Taxes”) or (ii) Other Taxes (as defined below).  If any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender Party or any Agent, subject to Section 2.13(e), 2.13(f) and 2.13(g), (x) the sum payable by such Loan Party shall be increased as may be necessary so that after such Loan Party and the Applicable Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender Party or such Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (y) such Loan Party shall make all such deductions and (z) such Loan Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

(b)           In addition, each Loan Party shall pay any present or future stamp, documentary, excise, property, transfer, goods and services, harmonized sale, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made by such Loan Party hereunder or under any other Loan Documents or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or the other Loan Documents (hereinafter referred to as “Other Taxes”).

(c)           Except as otherwise provided herein, the Loan Parties shall indemnify each Lender Party and each Agent for and hold them harmless against the full amount of Taxes and Other Taxes imposed on or paid by such Lender Party or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto and whether or not such Taxes or Other Taxes are correctly or legally imposed or asserted.  This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor, which written demand shall be conclusive absent manifest error. Notwithstanding anything in this subsection (c) to the contrary, the Loan Parties shall have the right to contest any Taxes or Other Taxes imposed on or paid by such Lender Party or such Agent (as the case may be) and such Lender Party or such Agent (as the case may be) shall provide reasonable cooperation and assistance to the Loan Parties in such contest, provided that: (i) the Lender Party reasonably determines in good faith that it will not suffer any adverse effect as a result thereof, (ii) all costs of such challenge are at the expense of the Loan Party, and (iii) the Loan Party determines in good faith that there is a reasonable basis to prevail in a challenge of such Taxes or Other Taxes.

(d)           Within 45 days after the date of payment of any Taxes, the appropriate Loan Party shall furnish to the Applicable Administrative Agent, at its address referred to in Section 10.03, either (i) the original or a certified copy of a receipt evidencing any payment of Taxes, to the extent such a receipt has previously been issued therefor, or (ii) if no such receipt is issued, other written proof of payment thereof that is reasonably satisfactory to the Applicable Administrative Agent.

(e)               Each Lender Party organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender, and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender Party in the case of each other Lender Party, and from time to time thereafter as reasonably requested in writing by the Borrowers (but only so long thereafter as such Lender Party remains lawfully able to do so), provide each of the Applicable Administrative Agent and the Borrowers with two properly completed

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Internal Revenue Service Forms W-8BEN, W-8IMY or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender Party is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the other Loan Documents.  Alternatively, a Lender Party claiming the “portfolio interest” exemption shall provide each of the Applicable Administrative Agent and the Borrowers with two properly completed Internal Revenue Service Forms W-8BEN or any successor or other form prescribed by the Internal Revenue Service certifying that such Lender is a foreign corporation, partnership, estate or trust and shall provide each of the Applicable Administrative Agent and the Borrowers with a written certification that such Lender Party is not (i) a “bank” (within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code), (ii) a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of any Loan Party or (iii) a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Internal Revenue Code).  If the forms provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes (and included in Excluded Taxes) unless and until such Lender Party provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that if, at the effective date of the Assignment and Acceptance pursuant to which a Lender Party becomes a party to this Agreement, the Lender Party assignor was entitled to payments under subsection (a) of this Section 2.13 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender Party assignee on such date.  If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form ▇-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or any successor, or the related certificate described above, that the applicable Lender Party reasonably considers to be confidential, such Lender Party shall give notice thereof to the Borrowers and shall not be obligated to include in such form or document such confidential information.

(f)                Each Lender Party organized under the laws of the United States, any State thereof or the District of Columbia shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender, and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender Party in the case of each other Lender Party, and from time to time thereafter as reasonably requested in writing by the Borrowers (but only so long thereafter as such Lender Party remains lawfully able to do so), provide each of the Applicable Administrative Agent and the Borrowers with two properly completed Internal Revenue Service Forms W-9 or any successor or other form prescribed by the Internal Revenue Service providing such Lender Party’s taxpayer identification number and certifying that such Lender Party is exempt from backup withholding.  If any form or document referred to in this subsection (f) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form W-9 or any successor or other form prescribed by the Internal Revenue Service that the applicable Lender reasonably considers to be confidential, such Lender Party shall give notice thereof to the Borrowers and shall not be obligated to include in such form or document such confidential information.

(g)               For any period with respect to which a Lender Party has failed or is unable to provide the Borrowers with the appropriate form, certificate or other document described in subsection (e) or (f), as applicable, above (other than if such failure is due to a change in law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was

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required to be provided or if such form, certificate or other document otherwise is not required under subsection (e) or (f), as applicable, above), such Lender Party shall not be entitled to increased payment or indemnification under subsection (a) or (c) of this Section 2.13 with respect to taxes imposed by the United States by reason of such failure; provided, however, that should a Lender Party become subject to taxes because of its failure to deliver a form, certificate or other document required hereunder, the Loan Parties shall take such steps as such Lender Party shall reasonably request to assist such Lender Party to recover such taxes.

(h)               If any Lender Party determines, in its sole discretion, that it has actually and finally realized by reason of the refund of any Taxes paid or reimbursed by any Loan Party pursuant to subsection (a) or (c) above in respect of payments under the Loan Documents, a current monetary benefit that it would otherwise not have obtained, and that would result in the total payments under this Section 2.13 exceeding the amount needed to make such Lender Party whole, such Lender Party shall pay to the Borrowers or other Loan Party, as the case may be, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, net of all out-of-pocket expenses in securing such refund; provided that the Loan Party upon the request of the Lender Party or the Applicable Administrative Agent is required to repay the amount to the relevant Lender Party if such refund is subsequently disallowed or denied by such governmental authority.  Nothing herein contained shall interfere with the right of any Administrative Agent or any Lender Party to arrange its affairs in whatever manner it thinks best or require the Lender or Administrative Agent to make available its tax returns or any other information with respect to Taxes to the Loan Party or any other Person.

(i)            Anything else in this Section 2.13 to the contrary notwithstanding, no Loan Party shall be required to indemnify any Lender Party under Section 2.13(c) or to pay any additional amounts to such Lender Party under Section 2.13(a) for any Tax that becomes payable by such Lender Party or on account of payments made to such Lender Party hereunder after a change in such Lender’s Applicable Lending Office that would not have been payable if such change had not occurred, unless (x) such Tax is payable by reason of a change in applicable law or regulation that takes effect after such change, or (y) such change was made at the request of a Loan Party.

Section 2.14  Sharing of Payments, Etc.  If any Lender Party shall obtain at any time any payment, whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise (other than pursuant to Section 2.11, 2.13 or 10.05), (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time (other than pursuant to Section 2.11, 2.13 or 10.05) to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes at such time (other than pursuant to Section 2.11, 2.13 or 10.05) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time (other than pursuant to Section 2.11, 2.13 or 10.05) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that,

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if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered.  The Borrowers agree that any Lender Party so purchasing a participation from another Lender Party pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Party were the direct creditor of the Borrowers in the amount of such participation.

Section 2.15  Use of Proceeds.  The proceeds of the Facilities shall only be utilized (a) to repay amounts outstanding under the DIP Credit Facility, (b) to provide financing for working capital and other general corporate purposes of the Parent and certain of its Subsidiaries to the extent permitted by this Agreement, (c) to pay fees and expenses in connection with the Facilities, the Term Loan Facility and Reorganization Plans and (d) to pay allowed priority claims due on the Closing Date or shortly thereafter, in each case to the extent specified on Schedule 2.15; provided, however, that no amounts shall be paid pursuant to this Section 2.15 for fees and disbursements incurred by any Loan Party in connection with any assertion or prosecution of claims or causes of action against the Agents or any Lender, including, without limitation, (A) any objection to, the contesting in any manner of, or the raising of any defenses to, the validity, perfection, priority or enforceability of the Obligations under this Agreement or the Collateral Agent’s Liens upon the Collateral, or (B) any other rights or interest of the Agents or the Lenders under the Loan Documents but not including assertions or prosecutions of claims and causes of action arising from an Agent’s or a Lender’s failure to perform hereunder; provided, further, that, the proceeds of the Advances shall be available, and each Borrower agrees that it shall use all such proceeds in a manner consistent with the Projections.

Section 2.16  Defaulting Lenders.  (a)  In the event that, at any time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrowers and (iii) the Borrowers shall be required to make any payment hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrowers may, to the fullest extent permitted by applicable law, set off and otherwise apply the Obligation of the Borrowers to make such payment to or for the account of such Defaulting Lender against the obligation of such Defaulting Lender to make such Defaulted Advance.  In the event that, on any date, the Borrowers shall so set off and otherwise apply its obligation to make any such payment against the obligation of such Defaulting Lender to make any such Defaulted Advance on or prior to such date, the amount so set off and otherwise applied by the Borrowers shall constitute for all purposes of this Agreement and the other Loan Documents an Advance by such Defaulting Lender made on the date which such Defaulted Advance was originally required to have been made pursuant to Section 2.01.  Such Advance shall be considered, for all purposes of this Agreement, to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01, even if the other Advances comprising such Borrowing shall be Eurodollar Rate Advances on the date such Advance is deemed to be made pursuant to this subsection (a).  The Borrowers shall notify the Administrative Agents at any time any Borrower exercises its right of set-off pursuant to this subsection (a) and shall set forth in such notice (A) the name of the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender and (B) the amount set off and otherwise applied in respect of such Defaulted Advance pursuant to this subsection (a).  Any portion of such payment otherwise required to be made by the

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Borrowers to or for the account of such Defaulting Lender which is paid by the Borrowers, after giving effect to the amount set off and otherwise applied by the Borrowers pursuant to this subsection (a), shall be applied by the Applicable Administrative Agent as specified in subsection (b) or (c) of this Section 2.16.  No Lender that is not a Defaulting Lender shall be responsible for the failure of any Defaulting Lender to make an Advance, purchase a participation or make any other payment required under this Agreement.

(b)           In the event that, at any time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to any Administrative Agent or any of the other Lender Parties and (iii) the Borrowers shall make any payment hereunder or under any other Loan Document to the Applicable Administrative Agent for the account of such Defaulting Lender, then the Applicable Administrative Agent may, on its behalf or on behalf of such other Lender Parties and to the fullest extent permitted by applicable law, apply at such time the amount so paid by any Borrower to or for the account of such Defaulting Lender to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount.  In the event that the Applicable Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Applicable Administrative Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such extent, of such Defaulted Amount on such date.  Any such amount so applied by the Applicable Administrative Agent shall be retained by the Applicable Administrative Agent or distributed by the Applicable Administrative Agent to such other Lender Parties, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Applicable Administrative Agent and such other Lender Parties and, if the amount of such payment made by the Borrowers shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Applicable Administrative Agent and the other Lender Parties, in the following order of priority:

(A)          first, to the Applicable Administrative Agent for any Defaulted Amount then owing to the Applicable Administrative Agent in its capacity as an Administrative Agent; and

(B)           second, to the Issuing Banks and the Swing Line Lenders for any Defaulted Amounts then owing to them, in their capacities as such, ratably in accordance with such respective Defaulted Amounts then owing to the Issuing Banks and the Swing Line Lenders; and

(C)           third, to any other Lender Parties for any Defaulted Amounts then owing to such other Lender Parties, ratably in accordance with such respective Defaulted Amounts then owing to such other Lender Parties.

Any portion of such amount paid by the Borrowers for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Applicable Administrative Agent pursuant to this subsection (b), shall be applied by the Applicable Administrative Agent as specified in subsection (c) of this Section 2.16.

(c)           In the event that, at any time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance or a Defaulted Amount and (iii) the Borrowers, any Administrative Agent or any other Lender Party shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrowers or such other Lender Party shall pay such amount to the Applicable Administrative Agent to be held by the Applicable Administrative Agent, to the fullest extent permitted by applicable

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law, in escrow or the Applicable Administrative Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it.  Any funds held by the Applicable Administrative Agent in escrow under this subsection (c) shall be deposited by the Applicable Administrative Agent in an account with a depository bank acceptable to the Applicable Administrative Agent, in the name and under the control of the Applicable Administrative Agent, but subject to the provisions of this subsection (c).  The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be such depository bank’s standard terms applicable to escrow accounts maintained with it.  Any interest credited to such account from time to time shall be held by the Applicable Administrative Agent in escrow under, and applied by the Applicable Administrative Agent from time to time in accordance with the provisions of, this subsection (c).  The Applicable Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Applicable Administrative Agent or any other Lender Party, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority:

(A)          first, to the Applicable Administrative Agent for any amount then due and payable by such Defaulting Lender to the Applicable Administrative Agent hereunder in its capacity as Administrative Agent;

(B)           second, to the Issuing Banks and the Swing Line Lenders for any amounts then due and payable to them hereunder, in their capacities as such, by such Defaulting Lender, ratably in accordance with such respective amounts then due and payable to the Issuing Banks and the Swing Line Lenders;

(C)           third, to any other Lender Parties for any amount then due and payable by such Defaulting Lender to such other Lender Parties hereunder, ratably in accordance with such respective amounts then due and payable to such other Lender Parties; and

(D)          fourth, to the Borrowers for any Advance then required to be made by such Defaulting Lender pursuant to a Commitment of such Defaulting Lender.

In the event that any Lender that is a Defaulting Lender shall, at any time, cease to be a Defaulting Lender, any funds held by the Applicable Administrative Agent in escrow at such time with respect to such Lender shall be distributed by the Applicable Administrative Agent to such Lender Party and applied by such Lender to the Obligations owing to such Lender at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such time.

(d)           The rights and remedies against a Defaulting Lender under this Section 2.16 are in addition to other rights and remedies that the Borrowers may have against such Defaulting Lender with respect to any Defaulted Advance and that the Applicable Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Defaulted Amount.

Section 2.17  Evidence of Debt.  (a)  The Advances made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Applicable Administrative Agent in the ordinary course of business.  The accounts or records maintained by the

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Applicable Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Advances made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Applicable Administrative Agent in respect of such matters, the accounts and records of the Applicable Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Applicable Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Applicable Administrative Agent) a Note, which shall evidence such Lender’s Advances in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Advances and payments with respect thereto.

(b)           In addition to the accounts and records referred to in subsection (a), each Lender and the Applicable Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit.  In the event of any conflict between the accounts and records maintained by the Applicable Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Applicable Administrative Agent shall control in the absence of manifest error.

Section 2.18  Currency Matters.  Principal, interest, reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Loan Documents to the Secured Parties shall be payable in the currency in which such Obligations are denominated.  Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in Dollars.  For the purpose of such calculations, comparisons, measurements or determinations, amounts denominated in other currencies shall be converted in the Equivalent Amount of Dollars on the date of calculation, comparison, measurement or determination.  In particular, without limitation, for purposes of valuations or computations under Sections 2.5, 2.6, 4, 5.2, 6 and 10.1 and calculating the Borrowing Base, US Availability or Canadian Availability, unless expressly provided otherwise, where a reference is made to a dollar amount, the amount is to be considered as the amount in Dollars and, therefor, each other currency shall be converted into the Equivalent Amount thereof in Dollars.

Section 2.19  Reserved.

Section 2.20  Replacement of Certain Lenders.  In the event a Lender (an “Affected Lender”) shall have (a) become a Defaulting Lender under Section 2.16, (b) requested compensation from the Borrowers under Section 2.13 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.11 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, (c) delivered a notice pursuant to Section 2.11(d) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrowers for reasons not generally applicable to the other Lenders, or (d) failed to consent to any proposed amendment or waiver with respect to this Agreement or the other Loan Documents requiring the consent of all the Lenders or the Supermajority Lenders as to which the Required Lenders have provided consent, then, in any such case, the Borrowers or the Administrative Agents may make written demand on such Affected Lender (with a copy to the Administrative Agents in the case of a demand by the Borrowers and a copy to the Borrowers in the case of a demand by the Administrative Agents) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 10.08 which the Borrowers or the Administrative Agents, as the case may be, shall have engaged for such purpose (a “Replacement

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Lender”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with Section 10.08.  The Applicable Administrative Agent is authorized to execute one or more of such Assignment and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within 5 Business Days after the date of such demand.  Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that the amounts received by such Affected Lender with respect to a repayment pursuant to clause (d) above shall, during the period from the Closing Date through the second anniversary of the Closing Date, be accompanied by a premium in an amount equal to 1.00% of the principal amount of the Commitments of such Lender outstanding on such date; provided further that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11 and 10.05, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.

Section 2.21  Currency Indemnity.  (a) If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given.  For this purpose “rate of exchange” means the rate at which the Applicable Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in Toronto, Ontario, or New York, New York.  In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Applicable Administrative Agent of the amount due, the Borrowers will, on the date of receipt by the Applicable Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Applicable Administrative Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Applicable Administrative Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due.  If the amount of the Currency Due which the Applicable Administrative Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrowers shall indemnify and save the Applicable Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency.  This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Applicable Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

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ARTICLE III

CONDITIONS TO EFFECTIVENESS

Section 3.01  Conditions Precedent to Effectiveness and Initial Advances.  The effectiveness of this Agreement, the obligation of the Lenders to make the initial Advances up to the Revolving Credit Maximum Amount then in effect, the obligation of any Initial Swing Line Lender to make the initial Swing Line Advance and the obligation of any Initial Issuing Bank to issue the initial Letters of Credit are, in each case, subject to the satisfaction of the following conditions precedent subject to Section 5.01(v)(1):

(a)           The Administrative Agents shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Initial Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Initial Lender:

(i)            The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.17(a).

(ii)           Certified copies of the resolutions of the Boards of Directors of each Borrower and each Guarantor approving the execution and delivery of this Agreement, the Loan Documents and of all documents evidencing other necessary constitutive action and, if any, required governmental and the third party approvals and consents, if any (including, without limitation, receipt of each third party approval and consent referred to on Schedule 4.01(f)), with respect to this Agreement and each other Loan Document.

(iii)          A copy of the charter or other constitutive document of each Borrower and each Guarantor and each amendment thereto, certified as of a recent date, by the Secretary of State or equivalent governmental authority of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true, correct and complete copy thereof.

(iv)          A certificate and/or certificates of each Borrower and each Guarantor signed on behalf of such Borrower and such Guarantor, respectively, by its President, Chief Executive Officer, Chief Financial Officer or Treasurer and its Secretary or any Assistant Secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the accuracy and completeness of the charter of such Borrower or such Guarantor and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws or equivalent governing documents of such Borrower or such Guarantor as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(ii) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the good standing (or equivalent) of each Borrower and each Guarantor (and attaching a certificate of good standing (or equivalent, if applicable) certified as of a recent date, by the Secretary of State or equivalent governmental authority of the jurisdiction of its

(1) Post-closing deliverables to be discussed.

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incorporation or organization, as the case may be (or equivalent governmental authority, as applicable)), (D) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of any Borrower or any Guarantor; (E) the accuracy in all material respects of the representations and warranties made by any Borrower or such Guarantor in the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date, to the application of proceeds, if any, therefrom, and to the consummation of the transactions contemplated hereby; (F) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date or the application of proceeds, if any, therefrom or any other transactions contemplated hereby, that would constitute a Default or Event of Default, and (G) (in a certificate executed by the President, Chief Executive Officer or Chief Financial Officer) the Guarantors hereunder constitute all of the guarantors required by the Guaranty Coverage Test as of the Closing Date.

(v)           A certificate of the Secretary or an Assistant Secretary of each Borrower and each Guarantor certifying the names and true signatures of the officers of such Borrower and such Guarantor, respectively, authorized to sign this Agreement and the other documents to be delivered hereunder.

(vi)          The Primary Agents and the Primary Co-Collateral Agents shall have received this Agreement and each of the Loan Documents (including, without limitation, the Guaranties, the Intercreditor Agreement and each Collateral Document, but other than Secured Hedge Agreements), each executed and delivered by a duly authorized officer of each Loan Party and each other party thereto, which shall be in full force and effect; provided that no guaranty shall be required to be delivered prior to or on the Closing Date that is not required pursuant to the Guaranty Coverage Test, together with the following:

(A) subject to the Intercreditor Agreement, such certificates representing the Initial Pledged Equity of entities referred to on Schedule I to the Security Agreement, accompanied by undated stock powers, duly executed in blank, and such instruments evidencing the Initial Pledged Debt referred to on Schedule I to the Security Agreement, duly indorsed in blank,

(B) proper financing statements (Form UCC-1 or a comparable form) and equivalent registration statements under the UCC or the PPSA of all jurisdictions that the Primary Agents and Primary Co-Collateral Agents may deem necessary or desirable in order to perfect and protect the liens, hypothecs and security interest created or purported to be created under the Security Agreement, covering the Collateral described therein, in each case completed in a manner reasonably satisfactory to the Applicable Collateral Agent, and

(C) evidence of insurance (together with a customary insurance broker’s letter) as reasonably requested by the Primary Agents and Primary Co-Collateral Agents, which shall include, without limitation, evidence that such insurance policies (i) name the Loan Parties and the Applicable Collateral Agent as insured parties thereunder (without any representation or warranty by or obligation upon the Collateral Agents) as their interests may appear, (ii) contain the agreement by the

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insurer that any loss thereunder shall be payable to the Applicable Collateral Agent notwithstanding any action, inaction or breach of representation or warranty by such Loan Party, (iii) provide that there shall be no recourse against the Collateral Agents for payment of premiums or other amounts with respect thereto and (iv) provide that at least 10 days’ prior written notice of cancellation or of lapse shall be given to the Applicable Collateral Agent by the insurer.

(vii)         [intentionally omitted]

(viii)        An intellectual property security agreement in substantially the form of Exhibit B to the Security Agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intellectual Property Security Agreement”), duly executed by each Loan Party and each other party thereto, together with evidence that all actions that the Primary Agents and Primary Co-Collateral Agents may deem reasonably necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Intellectual Property Security Agreement have been taken or will be taken in accordance with the terms of the Loan Documents.

(ix)           Evidence that all actions that the Primary Agents and Primary Co-Collateral Agents may deem reasonably necessary or desirable in order to perfect and protect the liens, hypothecs and security interests created under each Collateral Document (including, without limitation, each Pledge Agreement) have been taken in accordance with the terms of the Loan Documents.

(x)            A favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other matters as the Primary Agents and Primary Co-Collateral Agents may reasonably request, (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan Parties in Ontario and Quebec, in substantially the form of Exhibit D-2 hereto, and addressing such other matters as the Primary Agents and Primary Co-Collateral Agents may reasonably request, (C) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Canadian counsel in British Columbia to the Loan Parties, in substantially the form of Exhibit D-3 hereto, and addressing such other matters as the Primary Agents and Primary Co-Collateral Agents may reasonably request, (D) Fraser ▇▇▇▇▇▇ Casgrain LLP, Canadian counsel in Alberta to the Loan Parties, in substantially the form of Exhibit D-4 hereto, and addressing such other matters as the Primary Agents and Primary Co-Collateral Agents may reasonably request, and (E) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Canadian counsel in Nova Scotia to the Loan Parties, in substantially the form of Exhibit D-5 hereto and (F) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Connecticut counsel to the Loan Parties, in substantially the form of Exhibit D-6 hereto, and addressing such other matters as the Primary Agents and Primary Co-Collateral Agents may reasonably request, and such other favorable opinions of counsel the Primary Agents and Primary Co-Collateral Agents may reasonably request with respect to any Collateral Documents governed by laws other than the United States or Canada and addressing such other matters as the Primary Agents and Primary Co-Collateral Agents may reasonably request.

(xi)           Canadian Mortgages.  Deeds of hypothec or mortgages covering the properties listed on Schedule 3.01(a)(xi) (together with the charge over or assignment of

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leases and rents referred to therein, in each case as amended, the “Canadian Mortgages”), duly executed by the appropriate Loan Party, together with:

(A)          evidence that counterparts of the Canadian Mortgages have been duly executed and delivered in form suitable for filing or recording, in all filing or recording offices that the Lead Arrangers may deem necessary or desirable in order to create a valid first and subsisting Lien (except for Permitted Liens) on the property described therein in favor of the Applicable Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid,

(B)           fully paid title insurance policies (paid with the proceeds of the initial Advance hereunder) with First Canadian Title Insurance (the “Mortgage Policies”) in form and substance, with endorsements and in amount acceptable to the Lead Arrangers, issued, coinsured and reinsured by title insurers acceptable to the Lead Arrangers, insuring the Canadian Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens or other legal hypothecs) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Lead Arrangers may deem necessary or desirable,

(C)           evidence of the insurance required hereunder.

(xii)          [Intentionally Omitted].

(b)       Intentionally Omitted.

(c)       Repayment of Existing Debt.  The Primary Agents shall be satisfied (i) that all pre-existing indebtedness other than pre-existing indebtedness permitted hereunder set forth on Schedule 3.01(c) of the Borrowers and their respective subsidiaries shall have, contemporaneously with the initial financing of the Facilities, been repaid, redeemed or defeased in full or otherwise satisfied and extinguished, all commitments relating thereto shall have been terminated and all Liens or security interests related thereto shall have been terminated, vested or released and (ii) that all pre-existing indebtedness of the Debtors and all pre-petition and pre-filing claims and other claims against the Debtors shall have been compromised or otherwise provided for in accordance with the terms of each of the Reorganization Plans, all commitments relating thereto shall have been terminated and all Liens or security interests related thereto shall have been terminated, vested or released, in each case on terms reasonably satisfactory to the Lead Arrangers, and no other pre-petition or pre-filing or post-petition or post-filing indebtedness or other claims against the Debtors shall remain outstanding except as specifically provided for in each Reorganization Plan.

(d)           New Unsecured Notes.  The Primary Agents and the Lead Arrangers shall have received a true and correct copy of each document delivered or executed in connection with respect to the issuance of the New Unsecured Notes.  The terms of the New Unsecured Notes will provide that cash interest shall not be payable thereon except as permitted under this Agreement.  Each such document and the New Unsecured Notes shall be in form and substance satisfactory to the Primary Agents and the Lead Arrangers.

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(e)           Class A Preferred Shares.  The Primary Agents and the Lead Arrangers shall have received a true and correct copy of each document delivered or executed in connection with respect to the issuance of the Class A Preferred Shares. The terms of the Class A Preferred Shares will provide that cash dividends shall not be payable thereon except as permitted under this Agreement Each such document and the Class A Preferred Shares shall be in form and substance satisfactory to the Primary Agents and the Lead Arrangers.

(f)        Payment of DIP Credit Facility.  The Primary Agents shall have received a duly executed and delivered payoff letter which shall, among other things, confirm release of security interests with respect to the DIP Credit Facility and authorize the Applicable Collateral Agent to file UCC-3 termination statements and equivalent forms under the applicable jurisdiction, in each case with respect to the DIP Credit Facility, together with any related releases of security interests that the Applicable Collateral Agent shall reasonably request.

(g)       PATRIOT Act; AML Legislation.  The Lenders shall have received, to the extent requested, on or before the date which is five (5) Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act and AML Legislation.

(h)       Delivery of Financials.  Delivery of balance sheets, income statements, pro forma statements, projections, forecasts and other financial statements in form and substance satisfactory to the Lead Arrangers, including, without limitation, (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as at December 31, 2008 and the related audited Consolidated statements of income and cash flows of the Parent and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as at March 31, 2009 and the related unaudited Consolidated statements of income and cash flows of the Borrowers and their respective Subsidiaries for the Fiscal Quarter then ended, (iii) projections on a monthly basis through 2009 showing projected availability, (iv) a Thirteen Week Forecast detailing the Borrowers’ anticipated cash receipts and disbursements, and (v) any such or comparable items delivered with respect to the Term Loan Facility to any arranger or any agent thereunder.

(i)        Security Interests; Lien Searches.  Subject to the Intercreditor Agreement, the Primary Co-Collateral Agents (i) shall have a perfected security interest for the benefit of the Secured Parties in the Collateral (free and clear of all Liens other than the Liens under the Term Loan Documents and other Permitted Liens); (ii) shall have received satisfactory results of lien and judgment searches in each of the jurisdictions where the Borrowers and the Guarantors are organized and where assets of the Borrowers and the Guarantors are located (with respect to Foreign Guarantors, including, but not limited to, the District of Columbia), and such search shall reveal no liens or encumbrances on any of the assets of the Borrowers or Guarantors except for liens and encumbrances permitted by Section 5.02(a) or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Lead Arrangers; and (iii) shall have received evidence that all other action that the Primary Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests and second priority liens and security interests, as the case may be, created under the Security Agreement has been taken (including, without limitation, receipt of duly executed pay-off letters, UCC-3 termination statements (or equivalent thereof) and landlords’ and bailees’ waiver and consent agreements, in

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each case in form and substance satisfactory to the Primary Agent and the Primary Co-Collateral Agents).

(j)        Projections.  The Borrowers shall have furnished to the Primary Agents and Primary Co-Collateral Agents (i) the Projections, which shall be reasonably satisfactory to the Primary Agents and Primary Co-Collateral Agents a and (ii) the audited Consolidated balance sheet of the Borrowers and their respective Subsidiaries as at December 31, 2008, and the related audited Consolidated statements of income and cash flows of the Borrowers and their respective Subsidiaries for the Fiscal Year then ended, each in form and substance reasonably satisfactory to the Primary Agents and Primary Co-Collateral Agents.

(k)       Field Audit; Appraisal. The Primary Agents and Primary Co-Collateral Agents shall have received the results of a field audit of Accounts and Inventory of the Loan Parties and a third-party appraisal of Inventory of the Loan Parties, in each case, in form and substance reasonably satisfactory to the Primary Agents and Primary Co-Collateral Agents.

(l)        Cash Management.  The Primary Agents and Primary Co-Collateral Agents shall be satisfied in its reasonable discretion with the cash management system of the Loan Parties.

(m)      Material Adverse Effect.  Since December 31, 2008, there shall have been no events or changes in facts or circumstances affecting any Loan Party or any of its Subsidiaries which in the aggregate have had a Material Adverse Effect.

(n)       Intentionally Omitted..

(o)       Consummation of Term Loan Credit Facility.  Administrative Agents shall have received true and correct, fully executed copies of the Term Loan Documents, each of which shall be in full force and effect.  The Term Loan Facility shall have been consummated, and not less than $450,000,000 of term loans shall have been advanced to the Borrowers in accordance with the terms of the Term Loan Documents.  The Term Loan Agent, the Administrative Agents and the Loan Parties shall have executed and delivered the Intercreditor Agreement, which shall be in full force and effect.  Administrative Agents shall have received evidence that the transactions contemplated by the Term Loan Documents shall have been consummated on terms acceptable to the Term Agents.  The Administrative Agents shall have received copies of all certificates, instruments, notices, financial statements and other documents and information required to be delivered as conditions precedent to effectiveness or funding pursuant to the Term Loan Facility Agreement (to the extent not already delivered pursuant to Section 3.01).

(p)       Excess Availability; Liquidity Availability.  After giving effect to the Advances to be made on the Closing Date and the consummation of the Reorganization Plan, the making of the Term Loans and all other Related Transactions, the Borrowers shall have Excess Availability of at least $120,000,000 and Liquidity Availability of at least $145,000,000.

(q)       Intentionally Omitted.

(r)        Intentionally Omitted.

(s)       Receipt of Credit Ratings. The Primary Agents shall have received (i) a public corporate rating from S&P and (ii) a public corporate family rating from ▇▇▇▇▇’▇, in each case for the Borrowers (the “Corporate Ratings”).

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(t)            Confirmation Orders; Reorganization Plans.

(i)            The U.S. Bankruptcy Court shall have entered an order in form and substance satisfactory to the Primary Agents and the Lenders (the “U.S. Confirmation Order”) confirming a Chapter 11 plan of reorganization for the Chapter 11 Debtors pursuant to Section 1129 of the Bankruptcy Code (the “U.S. Reorganization Plan”) and the Canadian Bankruptcy Court shall have entered an order in form and substance satisfactory to the Primary Agents and the Lenders (the “Canadian Sanction Order” and together with the U.S. Confirmation Order, the “Confirmation Orders”) sanctioning the plan of reorganization and compromise for the CCAA Debtors pursuant to Section 6 of the CCAA and Section 191 of the CBCA (the “Canadian Reorganization Plan” and collectively with the U.S. Reorganization Plan, the “Reorganization Plans”), and such Confirmation Orders shall have become Final Orders (other than with respect to any material appeals reasonably consented to by the Primary Agents and the Lead Arrangers and except as otherwise waived by the Borrowers, the other required parties pursuant to each Reorganization Plan, and the Primary Agents).

(ii)           Each of the Reorganization Plans shall be in form and substance reasonably satisfactory to the Lenders and the Lead Arrangers (together with all exhibits and other attachments thereto, the “Plan Documents”).  The Reorganization Plans each shall contain a provision that such Reorganization Plan shall become effective contemporaneously with the Closing Date of the Facilities and the making of the Advances thereunder.

(iii)          Each of the Confirmation Orders shall be in form and substance reasonably satisfactory to the Lenders and the Lead Arrangers, shall have been issued and entered on the docket of the U.S. Bankruptcy Court and the Canadian Bankruptcy Court, as the case may be, in full force and effect, shall not have been stayed, reversed, vacated or otherwise modified in any respect that is, in the determination of the Lead Arrangers in their sole discretion, materially adverse to the rights or interests of the Lenders, and shall authorize and approve the Facilities (including the full amount of the Facilities) and the Term Loan Facility (including the full amount of the Term Loan Facility) and the making of the Advances and of the advances under the Term Loan Credit Agreement, the granting of the security interests, hypothecs, charges, claims and liens as set forth in the Security Agreement, and the payment of all fees provided for pursuant to and in respect of the Facilities.

(iv)          The transactions contemplated by each of the Reorganization Plans shall have been concluded on the Closing Date and substantially contemporaneously with the initial funding of the Facilities on the Closing Date with the exception of such transactions contemplated by the terms of the Plan to occur after the Closing Date.

(v)           Each of the Reorganization Plans shall have been consummated and be effective without waiver by any of the Debtors of any condition of any Reorganization Plan or any related transaction without the prior written consent of the Lenders and the Lead Arrangers, each in their reasonable discretion, and each of the documents to be entered into in connection with each Reorganization Plan shall be satisfactory to the Primary Agents and the Lead Arrangers.

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(vi)          The monitor under the CCAA Cases shall have issued and filed with the Canadian Bankruptcy Court a certificate confirming that the monitor has been informed that all conditions for implementation of the Canadian Reorganization Plan have been satisfied or waived.

(u)       Equity Interests; Intercompany Promissory Notes.  Subject to the Intercreditor Agreement, the US Collateral Agent shall have received (i) all intercompany promissory notes and such other instruments evidencing the Initial Pledged Debt referred to on Schedule I to the Security Agreement, duly indorsed in blank, and (ii) such certificates representing the Initial Pledged Equity of entities referred to on Schedule I to the Security Agreement, accompanied by undated stock powers, duly executed in blank.

(v)       Issuance of Tax Rulings.  Each Tax Ruling shall have been issued and shall be in form and substance manner satisfactory to the Loan Parties and reasonably satisfactory to the Lead Arrangers.

(w)          ERISA, Canadian Pension Plan.  The Lead Arrangers shall be reasonably satisfied with the scope, amount and nature of all ERISA, Canadian Pension Plan and other pension liabilities and obligations of the Loan Parties, including the treatment of any such liabilities and obligations of the Debtors under each Reorganization Plan.

(x)            Pension, Capital Structure, Taxes.  The Lead Arrangers shall be reasonably satisfied with the pension, corporate, capital and tax structure and with the tax treatment (with respect to corporate and capital taxes) of the Borrowers and their respective Subsidiaries following implementation of each Reorganization Plan, and such pension, corporate, capital and tax structure shall be as set forth in (i) the Third Amended Joint Plan of Reorganization of Quebecor World (USA) Inc. and Certain Affiliated Debtors and Debtors-in-Possession, the exhibits attached thereto, and the Third Amended Disclosure Statement with respect to Joint Plan of Reorganization of Quebecor World (USA) Inc. and Certain Affiliated Debtors and Debtors-in-Possession, in each case in the form filed with the U.S. Bankruptcy Court on May 18, 2009 and (ii) the Plan of Reorganization and Compromise of Quebecor World Inc., the exhibit attached thereto and the Notice of Meeting and Information Circular to a Plan of Reorganization and Compromise, in each case in the form filed with the Canadian Bankruptcy Court on May 18, 2009.

(y)       Payment of Fees and Expenses.  The Borrowers shall have paid all accrued fees and expenses of the Lead Arrangers, the Administrative Agents, the Collateral Agents and the Initial Lenders including all out-of-pocket expenses for which invoices have been presented (including reasonable fees, disbursements, and other charges of counsel and other advisors to the Administrative Agents, the Collateral Agents, and the Lead Arrangers on the Closing Date).  All such amounts shall be paid substantially simultaneously with the initial funding with proceeds of Advances made on the Closing Date and will be reflected in the funding instructions given by the Borrowers to the Administrative Agents and the Primary Co-Collateral Agents on or before the Closing Date.

Section 3.02  Conditions Precedent to Each Borrowing and Each Issuance of a Letter of Credit.  Each of (a) the obligation of each Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Banks or a Lender pursuant to Section 2.03 and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender) on the occasion of each Borrowing,

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and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit, shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by any Borrower of the proceeds of such Borrowing or the issuance or renewal of such Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, as the case may be, shall constitute a representation and warranty by each Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true):

(a)           the representations and warranties contained in each Loan Document are correct in all material respects on and as of such date, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such specific date;

(b)           no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default;

(c)           The Applicable Administrative Agents shall have received a Notice of Borrowing with respect to such Borrowing as required by Section 2.02.

(d)           The Borrowers shall have paid to the Administrative Agents, the Collateral Agents and the Lead Arrangers the then unpaid balance of all accrued and unpaid fees of the Administrative Agents, the Collateral Agents and the Lead Arrangers, and the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agents, the Collateral Agents and the Lead Arrangers as to which invoices have been issued.

(e)           No Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom.

(f)            The Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to Section 5.01(r), the calculations contained in which shall be reasonably satisfactory to the Administrative Agents and the Collateral Agents.

(g)           The Administrative Agents shall have received such other documents, instruments, approvals, certificates and information as they shall reasonably request.

Section 3.03  Determinations Under Section 3.01.  For purposes of determining compliance with the conditions specified in Section 3.01, each Lender Party shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender Parties unless an officer of each of the Administrative Agents responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender Party prior to the Closing Date specifying its objection thereto, and if a Borrowing occurs on the Closing Date, such Lender Party shall not have made available to the Applicable Administrative Agent such Lender’s ratable portion of such Borrowing.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01  Representations and Warranties of the Loan Parties.  Each Loan Party represents and warrants as follows:

(a)           Organization; Qualification; Authority.  Each of the Borrowers and their respective Subsidiaries (i) is a corporation, partnership, limited liability company or other organization duly organized, validly existing and in good standing (or to the extent such concept is applicable to a non-United States or non-Canadian entity, the functional equivalent thereof) under the laws of the jurisdiction of its incorporation or formation except where the failure to be in good standing (or the functional equivalent), individually or in the aggregate, would not have a Material Adverse Effect, (ii) is duly qualified as a foreign corporation (or other entity) and in good standing (or the functional equivalent thereof, if applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed and in good standing (or the functional equivalent thereof, if applicable), individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

(b)           Capital Stock.  As of the Closing Date, all of the outstanding capital stock of each Loan Party (other than any Borrower) has been validly issued, is fully paid and non-assessable and is owned by the Persons listed on Schedule 4.01 hereto in the percentages specified on Schedule 4.01 hereto free and clear of all Liens, except those created under the Collateral Documents or otherwise permitted under Section 5.02(a) hereof.

(c)           Properties.  As of the Closing Date, each of the Loan Parties has good and marketable title (subject only to Permitted Liens) to the properties shown to be owned by the Loan Parties on the Borrowers’ balance sheet as of March 31, 2009.  Each of the Loan Parties owns and has on the date hereof good and marketable title or subsisting leasehold interest subject to Permitted Liens to, and enjoys on the date hereof peaceful and undisturbed possession of, all such material properties that are necessary for the operation and conduct of its business.  There are no Liens of any nature whatsoever on any assets of any Loan Party other than:  (i) Liens granted pursuant to this Agreement; (ii) other Liens in existence on the Closing Date (A) as reflected on Schedule 4.01(a) or (B) as reflected in the Post-Closing Letter referenced in clause (vi) of Section 5.01(v), which Liens referred to in this clause (B) either (x) are permitted under Section 5.02(a) or (y) will be released and discharged by the dates specified in the Post-Closing Letter; (iii) other Permitted Liens and Liens permitted by Section 5.02(a)(iv) and (v); and (iv) Liens for current unpaid property taxes in an aggregate amount not in excess of $3,000,000.  Schedule 4.01(a), together with the schedule set forth in the Post-Closing Letter, set forth a complete and correct list of all Liens in existence as of the Closing Date with respect to any Loan Party.  No Loan Party is party to any contract, agreement, lease or instrument entered into on or before the Closing Date the performance of which, either unconditionally or upon the happening of an event, will result in or require the creation of a Lien that is not a Permitted Lien or a Lien permitted by Section 5.02(a)(iv) or (v) on any assets of such Loan Party in violation of this Agreement.

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(d)           Subsidiaries.  (i) Set forth on Schedule 4.01(d)(i) hereto is a complete and accurate list of all Subsidiaries of each Borrower, showing as of the Closing Date (as to each such Subsidiary) the jurisdiction of its incorporation or organization, as the case may be, and the percentage of the Equity Interests owned (directly or indirectly) by each such Borrower or its respective Subsidiaries, and, in addition with respect to each Loan Party, such Loan Party’s exact legal name, location, chief executive office, type of organization and organizational identification number.

(ii)           Schedule 4.01(d)(ii) sets forth all Excluded Subsidiaries and each such Excluded Subsidiary is an inactive entity and no such Excluded Subsidiary holds or own any assets that are not de minimis.

(e)           The execution, delivery and performance by each Loan Party of this Agreement, the Notes and each other Loan Document to which it is or is to be a party, and the consummation of each aspect of the transactions contemplated hereby, are within such Loan Party’s constitutive powers, have been duly authorized by all necessary constitutive action, and do not (i) contravene such Loan Party’s constitutive documents, (ii) violate any applicable law (including, without limitation, the Securities Exchange Act of 1934, ERISA, AML Legislation and the PATRIOT Act), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, or any of their properties entered into by such Loan Party, or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.

(f)            Except for the Confirmation Orders, filings or recordings of or pursuant to the Collateral Documents and the filings or recordings already made or to be made pursuant to any federal law, rule or regulation or filings or recordings to be made in any jurisdiction outside of the United States, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(f) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect, is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the consummation of each aspect of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the validity, priority, perfection or maintenance of the Liens created under the Collateral Documents or (iv)  the exercise by any Administrative Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents.

(g)           This Agreement has been, and each of the Notes, if any, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto.  This Agreement is, and each of the Notes and each other Loan Document when delivered hereunder will be the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.

(h)           The Consolidated balance sheet of the Borrowers and their respective Subsidiaries as at December 31, 2008, and the related Consolidated statements of income and

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cash flows of the Borrowers and their respective Subsidiaries for the Fiscal Year then ended, and the interim Consolidated balance sheets of the Borrowers and their respective Subsidiaries as at March 31, 2009 and the related Consolidated statements of income and cash flows of the Borrowers and their respective Subsidiaries for the respective periods then ended which have been furnished to each Lender Party present fairly the financial condition and results of operations of the Borrowers and their respective Subsidiaries as of such dates and for such periods all in accordance with GAAP consistently applied (subject to year-end adjustments and in the case of unaudited financial statements, except for the absence of footnote disclosure).  Since December 31, 2008 there has not occurred a Material Adverse Change (it being understood and agreed that any non-cash goodwill impairment charge shall not be deemed to constitute a Material Adverse Change).

(i)            The Projections and all projected Consolidated balance sheets, income statements and cash flow statements of the Borrowers and their respective Subsidiaries delivered to the Lenders pursuant to Section 5.03(g) were prepared and will be prepared, as applicable, in good faith on the basis of the assumptions stated therein, which assumptions were fair and will be fair in the light of conditions existing at the time of delivery of such Projections or projections, as the case may be, and represented and will represent, at the time of delivery, the Borrowers’ best estimate of their future financial performance.

(j)            No written information, exhibits and reports furnished by or on behalf of any Loan Party to any Administrative Agent or any Lender Party from time to time in connection with any Loan Document, including any Confidential Information Memorandum (other than to the extent that any such information, exhibits and reports constitute projections described in Section 4.01(g) above), taken as a whole and in light of the circumstances in which made, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, in light of the circumstances in which any such statements were made, not misleading.

(k)           Except as set forth on Schedule 4.01(k) or as disclosed in any SEC filings, there is no action, suit, investigation, liability or proceeding affecting either Borrower or any of their respective Subsidiaries pending or, to the best knowledge of the Loan Parties, threatened before any court, governmental agency or arbitrator that (i) is reasonably expected to be determined adversely to the Loan Party and, if so adversely determined, could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document.

(l)            No Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or any drawing under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.

(m)          No ERISA Event has occurred or is reasonably expected to occur with respect to any ERISA Plan that has resulted in or is reasonably expected to result in a Material Adverse Effect.

(n)           The present value of all accumulated benefit obligations under each ERISA Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed

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the fair market value of the assets of such ERISA Plan by an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  The present value of all accumulated benefit obligations of all underfunded ERISA Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded ERISA Plans by an amount which could reasonably be expected to have a Material Adverse Effect.  Except as could not reasonably be expected to have a Material Adverse Effect, neither any Loan Party, nor any ERISA Affiliate has incurred or is reasonably expected to incur any material Withdrawal Liability under any Multiemployer Plan.

(o)           Except as set forth in Schedule 4.01(o) hereto, the operations and properties of each Loan Party and each of its Subsidiaries comply with all applicable Environmental Laws and Environmental Permits except for non-compliance that could not be reasonably likely to have a Material Adverse Effect, all past non compliance with such Environmental Laws and Environmental Permits has been resolved in a manner that could not be reasonably likely to have a Material Adverse Effect, and, to the knowledge of the Loan Parties after reasonable inquiry, no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could be reasonably likely to have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could be reasonably likely to have a Material Adverse Effect.

(p)           No Borrower or Guarantor has any deposit accounts other than the Account Collateral listed on Schedule II to the Security Agreement .

(q)           Except as set forth on Schedule 4.01(q), (i) the Borrowers and their respective Subsidiaries have no obligations with respect to any secured Debt or other Debt which is equal to or exceeds $1,000,000 in principal amount, other than the Obligations and the Secured Obligations pursuant to the Facilities and the Loan Documents and (ii) no Borrower nor any Subsidiary is a party to any Debt in excess of $1,000,000 or security document securing Debt in excess of $1,000,000 other than those set forth on Schedule 4.01(q).  The aggregate Debt or other obligations secured (or that may be secured) by each such Lien is correctly described as “Secured Debt” in Schedule 4.01(q).

(r)            Neither any Loan Party nor any of its Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.  Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by any Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

(s)           All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agents for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first-priority (subject to the Intercreditor Agreement) security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken, except to

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the extent permitted by Section 5.01(u).  The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.  No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing any Loan Party or any trade name of such Loan Party as debtor is on file in any recording office, except such as may have been filed in favor of the Collateral Agents relating to the Loan Documents, the collateral agent in respect of the Term Loan Documents or as otherwise permitted under the Credit Agreement;  provided, that the priorities of the security interests granted herein and pursuant to the Collateral Documents are as specified in the Intercreditor Agreement.

(t)        All of the Equipment and Inventory of each Loan Party are located at the places specified therefor in Schedule X of the Security Agreement or at another location as to which such Loan Party has complied with the requirements of Section 5.01(m)(ii).  Such Loan Party has exclusive possession and control of its Equipment and Inventory, other than Inventory stored at any leased premises or warehouse for which a landlord’s or warehouseman’s agreement, in form and substance satisfactory to the Collateral Agents, is in effect.

(u)       The Canadian Pension Plans are duly registered under the ITA and any other applicable laws which require registration, have been administered in accordance with the ITA, such other applicable laws and the terms of such plans and no event has occurred which could reasonably be expected to cause the loss of such registered status, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect.  All material obligations of each of the Loan Parties (including fiduciary, funding, investment and administration obligations) required to be performed in connection with any Canadian Pension Plan and the funding agreements therefor have been performed on a timely basis, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. There are no outstanding or, to the best knowledge of each Loan Party, threatened disputes concerning the assets of any Canadian Pension Plan or any Canadian Benefit Plan.  No promises of benefit improvements under any Canadian Pension Plan or any Canadian Benefit Plan have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect.  All contributions or premiums required to be made or paid by each of the Loan Parties to any Canadian Pension Plan or Canadian MEPP or any Canadian Benefit Plan have been made on a timely basis in accordance with the terms of such plans and all applicable Laws.  Within the last six (6) years, there have been no merger, divisions, partial termination, improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans.  Except as disclosed in Schedule 4.01(v) each of the Canadian Pension Plans or the Canadian Benefit Plans is fully funded on a solvency basis and going concern basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with GAAP).

(v)           Except as set out in Schedule 4.01(w), none of the Loan Parties, nor any of their respective employees, is subject to any collective bargaining agreement.  There are no strikes, slowdowns, work stoppages or controversies pending or, to the best knowledge of the Borrowers, threatened against the Loan Parties, or their respective employees, which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  Except as set out in Schedule 4.01(w), none of the Loan Parties is subject to an executive employment contract providing for a fixed term of employment or providing for special payments on termination of employment.

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(w)          Each of the Loan Parties has withheld from each payment to each of their respective officers, directors and employees the amount of all Taxes, including income tax, pension plan, unemployment insurance and other payments and deductions required to be withheld therefrom, and has paid the same to the proper taxation or other receiving authority in accordance with applicable Law.  No Loan Party is subject to any claim by or liability to any of their respective officers, directors or employees for salary (including vacation pay) or benefits which would rank in whole or in part pari passu with or prior to the Liens created by the Collateral Documents nor are there, to the best knowledge of each Loan Party, any such threatened claim or liability.  For any Canadian Pension Plan, and for any other Canadian Benefit Plan, which is a defined contribution plan requiring any Loan Party to contribute thereto, or to deduct from payments to any individual and pay such deductions into or to the credit of such Canadian Pension Plan or Canadian Benefit Plan, all required employer and employee contributions have been properly withheld by such Loan Party and fully paid into the funding arrangements for the applicable Canadian Pension Plan or Canadian Benefit Plan.  Any assessments owed to the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), or other assessments or payments required under similar legislation in any other jurisdiction, have been paid when due.

(x)            Collateral Documents — Canadian and Québec.

(i)            Each Canadian Security Document is effective to create in favor of the Canadian Collateral Agent, for the benefit of the Secured Parties, an enforceable security interest or hypothec in the Collateral described therein and proceeds and products thereof.  In the case of the Collateral described in the Canadian Security Documents, when financing statements and certified statements in appropriate form are filed in the offices specified on Schedule 4.01(y) (which financing statements and certified statements have been duly completed and delivered to the Canadian Collateral Agent or are in electronic form and have been transmitted to the Canadian Collateral Agent) and such other filings and actions as are specified in the Canadian Security Documents have been completed (all of which filings and actions have been duly completed), each Canadian Security Documents shall constitute a valid and fully perfected Lien on, and, as applicable, security interest and hypothec in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Permitted Liens and Liens permitted by Section 5.02(a)(iv) and (v)).

(ii)           Each of the mortgages and deeds of hypothec when delivered by the Loan Parties with respect to the Canadian Collateral will be effective to create in favor of the Canadian Collateral Agent, for the benefit of the Secured Parties, an enforceable Lien on the mortgaged properties described therein and, when filed in the recording office designated by the Borrowers, shall constitute a validly registered Lien on all right, title and interest of the Loan Parties in the mortgaged properties described therein, as security for the Obligations, in each case prior and superior in right to any other Person (other than Persons holding Permitted Liens or Liens permitted by Section 5.02(a)(iv) or (v)).

(y)           Insurance.  The Loan Parties maintain insurance policies and coverage in compliance with this Agreement.  Such insurance coverage (i) is sufficient for compliance with all requirements of applicable law and of all material agreements to which any Loan Party is a party, (ii) is provided under valid, outstanding and enforceable policies, and (iii) provides

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adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by Persons engaged in the same or a similar business to the assets and operations of the Loan Parties.  All such material policies are in full force and effect, all premiums with respect thereto have been paid in accordance with their respective terms, and no notice of cancellation or termination has been received with respect to any such policy.  No Loan Party maintains any formalized self-insurance program with respect to its assets or operations or material risks with respect thereto other than with respect to (ii) workers’ compensation with policy limits of approximately $2,000,000 per occurrence and $50,000,000 in the aggregate, and (ii) property with policy limits of $2,000,000 per occurrence and $5,000,000 in the aggregate.  As of the Closing Date, the certificates of insurance and broker’s letter delivered to the Administrative Agents pursuant to Section 3.01(vi)(C) contain an accurate and complete description of all material policies of insurance owned or held by each Loan Party.

(z)            Canadian Loan Parties; United States Loan Parties.  No Canadian Loan Party owns or leases any property which is located in the United States other than the property set forth on Part I of Schedule 4.01(z).  No United States Loan Party owns or leases any property which is located in Canada other than the property set forth on Part II of Schedule 4.01(z).

(aa)         After giving effect to the consummation of the Reorganization Plans and the restructuring transactions contemplated thereby, the Loan Parties, on a Consolidated basis, are Solvent.

ARTICLE V

COVENANTS OF THE LOAN PARTIES

Section 5.01  Affirmative Covenants.  So long as any Advance shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, each Loan Party will:

(a)           Corporate Existence.  Preserve and maintain in full force and effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of its business except as otherwise permitted by Section 5.02(h); provided that, notwithstanding the foregoing, such failure to preserve the same shall only be permitted if it could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)           Compliance with Laws.  Comply with all laws, rules, regulations and orders of any governmental authority applicable to it or its property, such compliance to include without limitation ERISA and Environmental Laws (except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) and otherwise comply with The Racketeer Influenced and Corrupt Organizations Chapter of The Organized Crime Control Act of 1970, the Corruption of Foreign Public Officials Act (Canada) and Patriot Act and AML Legislation.

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(c)           Insurance.

(i)            Keep its insurable properties insured at all times, against such risks, including fire and other risks insured against by extended coverage, as is customary with companies of the same or similar size in the same or similar businesses (subject to deductibles and including provisions for self-insurance); and maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by any Borrower or any Guarantor, as the case may be, in such amounts and with such deductibles as are customary with companies of the same or similar size in the same or similar businesses and in the same geographic area and in each case with financially sound and reputable insurance companies (subject to provisions for self-insurance).  The Borrowers shall obtain endorsements to the public liability policies naming the Applicable Administrative Agent as an additional insured

(ii)           In the case of any fire, accident or other casualty causing loss or damage to any properties of any Loan Party used in generating cash flow or required by applicable law, all proceeds of such policies shall be used promptly to repair or replace any such damaged properties, and otherwise shall be used as directed by the Applicable Administrative Agent.

(iii)          The Borrowers will obtain endorsements to the policies pertaining to all physical properties in which the Applicable Administrative Agent or the Lenders shall have a Lien under the Loan Documents, naming the Applicable Administrative Agent as a loss payee and containing (A) provisions that such policies will not be cancelled without 30 days prior written notice having been given by the insurance company to the Applicable Administrative Agent, and (B) a standard non contributory “mortgagee”, “lender” or “secured party” clause, as well as such other provisions as the Applicable Administrative Agent may require to fully protect the Applicable Administrative Agent’s interest in the Collateral and to any payments to be made under such policies.  All original policies or true copies thereof are to be delivered to the Applicable Administrative Agent, premium prepaid.

(iv)          In the event the Borrowers fail to provide the Applicable Administrative Agent with timely evidence, acceptable to the Applicable Administrative Agent, of the maintenance of insurance coverage required pursuant to this Section, or in the event that any Loan Party fails to maintain such insurance, the Applicable Administrative Agent may purchase or otherwise arrange for such insurance, but at the Borrowers’ expense and without any responsibility on the Applicable Administrative Agent’s part for:  (A) obtaining the insurance; (B) the solvency of the insurance companies; (C) the adequacy of the coverage; or (D) the collection of claims.  The insurance acquired by any Applicable Administrative Agent may, but need not, protect any Loan Party’s interest in the Collateral, and therefore such insurance may not pay claims which a Loan Party may have with respect to the Collateral or pay any claim which may be made against a Loan Party in connection with the Collateral.  In the event any Applicable Administrative Agent purchases, obtains or acquires insurance covering all or any portion of the Collateral, the Borrowers shall be responsible for all of the applicable costs of such insurance, including premiums, interest (at the default rate set forth in Section 2.07(b)), fees and any other charges with respect thereto, until the effective date of the cancellation or the expiration of such insurance.  The Administrative Agents may charge all of such premiums, fees, costs, interest and other charges to the Borrowers’ account.  The

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Borrowers hereby acknowledge that the costs of the premiums of any insurance acquired by the Administrative Agents may exceed the costs of insurance which the Borrowers may be able to purchase on their own.  In the event that any Administrative Agent purchases such insurance, such Administrative Agent will promptly notify the Borrowers of said purchase.

(v)           Upon the occurrence and continuance of an Event of Default (and without limiting any other rights of the Administrative Agents or the Lenders hereunder or under any other Loan Document), (A) the Applicable Administrative Agent shall, subject to the rights of any holders of Permitted Liens holding claims senior to such Administrative Agent, have the sole right, in the name of such Administrative Agent or any applicable Loan Party, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, and (B) all insurance proceeds in respect of any Collateral shall be paid to such Administrative Agent.  In such event, the Applicable Administrative Agent may apply such insurance proceeds to the obligations of the Borrowers hereunder in such manner as it may deem advisable in its sole discretion.

(d)           Obligations and Taxes.  With the exception of those obligations and taxes that are not required to be paid pursuant to the Reorganization Plans, pay all its obligations promptly and in accordance with their terms and pay and discharge and cause each of its Subsidiaries to pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property other than de minimus amounts in relation to taxes, assessments, governmental charges or levies before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, would become a Lien or charge upon such properties or any part thereof; provided, however, that each Borrower and each Guarantor shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, in each case, if the Borrowers and the Guarantors shall have set aside on their books adequate reserves therefor in conformity with GAAP.

(e)           Access to Books, Records and Properties.

(i)            Maintain or cause to be maintained at all times true and complete books and records in accordance with GAAP of the financial operations of the Borrowers and the Guarantors; and provide the Lender Parties and their representatives access to all such books and records during regular business hours upon reasonable advance notice, in order that the Lenders may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by any Borrower or any Guarantor to any Agent or the Lender Parties pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement and to discuss the affairs, finances and condition of the Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that the Borrowers shall have the right to be present at any such visit or inspection.

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(ii)           Grant the Lender Parties access to and the right to inspect all reports, audits and other internal information of the Borrowers and the Guarantors relating to environmental matters upon reasonable advance notice, but subject to appropriate limitations so as to preserve attorney-client privilege.

(iii)          At any reasonable time and from time to time during regular business hours, upon reasonable notice, permit the Primary Agents and the Primary Co-Collateral Agents and/or any representatives designated by the Primary Agents and the Primary Co-Collateral Agents (including any consultants, accountants, lawyers and appraisers retained by the Primary Agents and the Primary Co-Collateral Agents) to visit the properties of the Borrowers and the Guarantors to conduct evaluations, appraisals, environmental assessments and ongoing maintenance and monitoring in connection with the Borrowers’ computation of the Borrowing Base and the assets included in the Borrowing Base and such other assets and properties of any Borrower or its Subsidiaries as the Primary Agents and the Primary Co-Collateral Agents may require, and to monitor the Collateral and all related systems; provided that the Borrowers shall have the right to be present at any such visit and, unless an Event of Default has occurred and is continuing, such visits permitted under this clause (iii) shall be coordinated through the Primary US Agent and the Primary Canadian Agent and shall be made no more frequently than once in any fiscal quarter.

(f)            Use of Proceeds.  Use the proceeds of the Advances solely for the purposes, and subject to the restrictions, set forth in Section 2.15.

(g)           [Intentionally omitted].

(h)           Validity of Loan Documents.  Use its best efforts to object to any application made on behalf of any Loan Party or by any Person to the validity of any Loan Document or the applicability or enforceability of any Loan Document or which seeks to void, avoid, limit, or otherwise adversely affect the security interest created by or in any Loan Document or any payment made pursuant thereto.

(i)            [intentionally omitted].

(j)            Maintenance of Cash Management System; Account Control Agreements.  No later than (i) the Closing Date or 60 days following the Closing Date in the case of accounts held by Foreign Guarantors (or such later date as the Primary Agents and Primary Co-Collateral Agents may reasonably determine in their discretion), with respect to (x) all lockboxes, lockbox accounts, blocked accounts and deposit accounts held by any Loan Party (the “Control Accounts”), and (y) a Dollar denominated concentration account and a Canadian Dollar denominated concentration account established by the Borrowers (each a “Concentration Account” and collectively the “Concentration Accounts”), enter into an account control agreement with respect to each such Control Account and the Concentration Accounts among the applicable Loan Party, the applicable bank (each such bank a “Control Bank” with respect to any Control Account and a “Concentration Account Bank” with respect to the Concentration Accounts), and the Applicable Collateral Agent, each of which shall be in form and substance satisfactory to the Applicable Administrative Agent and the Applicable Collateral Agent and maintained with a Control Bank acceptable to the Applicable Administrative Agent (each, an “Account Control Agreement”); provided that this Section 5.01(j) shall not apply to (A) cash

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collateral accounts for Hedge Agreements, letters of credit, surety bonds and existing equipment leases (solely for purposes of collateralizing such letters of credit, surety bonds and existing equipment leases and solely to the extent permitted by Section 5.02(a)), (B) payroll accounts maintained in the ordinary course of business, (C) disbursement accounts maintained in the ordinary course of business for the prompt disbursement of amounts payable in the ordinary course of business, (D) deposit accounts to the extent the aggregate amount on deposit in each such deposit account does not exceed $2,000,000 at any time and the aggregate amount on deposit in all deposit accounts under this clause (D) does not exceed $10,000,000 at any time and (E) deposit accounts of Foreign Guarantors, the cost of obtaining the same exceeds the benefit as reasonably determined by the Primary Agents and the Primary Co-Collateral Agents (each such account described in the foregoing clauses (A), (B), (C), (D) and this clause (E), being an “Excluded Account”).  Each such Account Control Agreement (other than the Account Control Agreement with respect to the Concentration Account) shall provide, among other things, that the Control Bank agrees, from and after the receipt of a notice from the Applicable Collateral Agent (each, an “Activation Notice”), to forward immediately all amounts in such Control Account to the Applicable Concentration Account and to commence the process of daily sweeps from such Control Account into the Applicable Concentration Account.  The Account Control Agreement with respect to the each Concentration Account shall provide, among other things, that the Concentration Account Bank agrees, from and after the receipt of an Activation Notice, to forward immediately all amounts in such Concentration Account to the Applicable Administrative Agent’s Account and to commence the process of daily sweeps from such Concentration Account into the Applicable Administrative Agent’s Account.  Amounts received by the Applicable Administrative Agent in the Administrative Agent’s Account shall be applied as set forth in Section 6.03.  An Activation Notice shall be given by the Applicable Collateral Agent at any time during a Cash Dominion Period and shall be rescinded at any time that Excess Availability exceeds $75,000,000 for any consecutive sixty day period; provided that no more than three (3) such rescissions shall occur during the term of this Agreement.  From and after the date the Applicable Collateral Agent has delivered an Activation Notice to any Control Bank or any Concentration Account Bank, no Loan Party shall cause or permit to accumulate or maintain cash in the disbursement accounts or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements.  So long as no Default has occurred and is continuing, the Loan Parties may add or replace a Control Bank or Control Account; provided that (x) the Applicable Administrative Agent and the Applicable Collateral Agent have consented in writing in advance to the opening of such account, and (y) prior to the time of the opening of such account, such bank shall have executed an Account Control Agreement.  The Loan Parties shall request in writing and otherwise take reasonable steps to ensure that all Account debtors forward payment directly to a Control Account, and to deposit, or cause to be promptly deposited (and in no event later than the first Business Day after the receipt thereof), all cash, checks, drafts or similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Control Accounts at a Control Bank.  No Loan Party shall maintain any deposit account with any Person that is not a Lender unless such person has entered into a blocked account agreement that is in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Applicable Collateral Agent, other than (i) Excluded Accounts existing as of the Closing Date, and (ii) Excluded Accounts opened after the Closing Date, provided that the Loan Parties have used commercially reasonable efforts to enter into a blocked account agreement that is in form and substance reasonably satisfactory to the Applicable Administrative Agent and the Applicable Collateral Agent with respect to each such Excluded Account opened after the Closing Date.  Notwithstanding the foregoing, with respect to the Borrowers’ accounts with

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CIBC in existence on the Closing Date (the “CIBC Accounts”) on or prior to March 31, 2010, the Borrowers shall (i) close the CIBC Accounts and open new accounts with a Control Bank and enter into an Account Control Agreement acceptable to the Primary Co-Collateral Agents in their sole and absolute discretion or (ii) enter into a replacement Account Control Agreement with CIBC with respect to the CIBC Accounts in form and substance satisfactory Primary Co-Collateral Agents in their sole and absolute discretion; provided further that unless the Borrowers shall have complied with such clause (i) or (ii), the Borrowers shall deliver to the Canadian Collateral Agent to be held in an account as cash collateral the following amounts in immediately available funds (i) $2,500,000 on or before October 31, 2009, (ii) an additional $2,500,000 on or before December 31, 2009 and (iii) an additional $5,000,000 on or before February 29, 2010.

(k)           Guarantors; Additional Guarantors.  Cause to be executed and delivered and in effect at all times (x) guaranties from all North American Subsidiaries (other than Excluded Subsidiaries) unless the cost of obtaining the same exceeds the benefit as reasonably determined by the Primary Agent and (y) in any event, sufficient guaranties from Subsidiaries (including Foreign Subsidiaries, if necessary) to comply with the Guaranty Coverage Test.  In addition, the Borrowers will cause each such North American Subsidiary, each Excluded Subsidiary that no longer qualifies as an Excluded Subsidiary pursuant to the requirements of Section 5.01(n),  and each Subsidiary that becomes a Guarantor in order to comply with the Guaranty Coverage Test, and the Parent will cause each Intermediate Holding Company, to become a Loan Party and grant Liens over all of its assets (including real and other properties acquired subsequent to the Closing Date) by executing the Security Agreement, the Intercreditor Agreement and each applicable Collateral Document in favor of the Applicable Collateral Agent.  In addition, from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to all of their properties and assets (including real and other properties acquired subsequent to the Closing Date) and all of the properties and assets of each Loan Party. Such security interests and Liens will be created under the Collateral Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance satisfactory to the Applicable Collateral Agent, and the Borrowers shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Applicable Collateral Agent shall reasonably request to evidence compliance with this Section. The Borrowers agree to provide such evidence as the Applicable Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien. In furtherance of the foregoing, the Borrowers will give prompt notice to the Primary Agents of the acquisition by it or any of the Subsidiaries of any real property (or any interest in real property) having a value in excess of $500,000.

(l)            Further Assurances.

(i)            Promptly upon reasonable request by any Agent, or any Lender Party through the Applicable Administrative Agent, correct, and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof

(ii)           Promptly upon reasonable request by any Agent, or any Lender Party through the Applicable Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments,

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financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, or any Lender through the Applicable Administrative Agent, may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter required to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens required to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

(m)          Maintenance of Properties, Etc.  (i) Maintain and preserve all of its properties that are used or useful in the conduct of its business (including, without limitation all Inventory and Equipment) in good working order and condition as when new, ordinary wear and tear excepted, and will from time to time make or cause to be made all appropriate repairs, renewals and replacements thereof except where failure to do so would not have a Material Adverse Effect; provided that, this subsection (o) shall not prohibit the sale, transfer or other disposition of any such property consummated in accordance with the other terms of this Agreement, (ii) keep its Equipment and Inventory (other than Inventory sold in the ordinary course of business) at the places therefor specified in Section 4.01(u) or, upon 30 days’ prior written notice to the Applicable Collateral Agent, at such other places designated by such Loan Party in such notice, (iii) promptly furnish to the Applicable Collateral Agent a statement respecting any loss or damage exceeding $2,500,000 per occurrence to any of its Equipment or Inventory, and (iv) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, the Collateral.  In producing its Inventory, each Loan Party will comply with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.

(n)           Excluded Subsidiaries.  The Parent and the Borrowers shall cause each Excluded Subsidiary to be inactive entities and each Excluded Subsidiary shall not hold or own any assets that are not de minimis.  At any time any Excluded Subsidiary ceases to comply with the requirements set forth herein, the Parent and the Borrowers shall and shall cause such Subsidiary to comply with the requirements of Section 5.01(k).

(o)           [Intentionally omitted].

(p)           Receipt of Ratings.  The Borrowers shall use commercially reasonable efforts to obtain and maintain (i) Corporate Ratings for each of the Borrowers and (ii) a public rating for the Facilities from S&P and ▇▇▇▇▇’▇.

(q)           Interest Rate Hedging.  Enter into prior to December 31, 2009, and maintain at all times thereafter, currency and interest rate Hedge Agreements reasonably consistent with the risk management policy of the Loan Parties that has heretofore been delivered to, and shall be in form and substance reasonably satisfactory to, the Lead Arrangers.

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(r)            Borrowing Base Covenants.

(i)            Following the satisfaction of the conditions set forth in Section 3.02, deliver to the Primary Agents and the Primary Co-Collateral Agents within 10 Business Days of the last Business Day of each month, a Borrowing Base Certificate and concurrently with the delivery of each such Borrowing Base Certificate, (A) a schedule (to be designated as Schedule 5.01(r)(i)(A), which schedule when delivered shall become a part of this Agreement, and in each case shall replace such schedule as previously delivered) of outstanding Hedge Agreements on a marked-to-market basis together with such other information with respect to hedging exposure as the Primary Agents and the Primary Co-Collateral Agents may reasonably request and (B) a schedule (to be designated as Schedule 5.01(r)(i)(B), which schedule when delivered shall become a part of this Agreement, and in each case shall replace such schedule as previously delivered) of the average daily exposure in respect of Cash Management Obligations constituting Secured Obligations;

(ii)           following the satisfaction of the conditions set forth in Section 3.02, upon any material asset sale or disposition (subject to Section 5.02(h)), deliver to the Primary Agents and the Primary Co-Collateral Agents a Borrowing Base Certificate adjusted to reflect such asset sale or disposition on a pro forma basis;

(iii)          at any time Excess Availability is less than $75,000,000, deliver to the Administrative Agents and the Collateral Agents within 5 Business Days of the last Business Day of each week a certified extract from the Borrowers’ internal reporting system in respect of Accounts of the Borrowers and their respective Subsidiaries during such week; provided that such weekly reporting shall be rescinded at any time that Excess Availability exceeds $75,000,000 for any consecutive sixty day period; provided that no more than three (3) such rescissions shall occur during the term of this Agreement.  For greater certainty, the certified extract referred to in this clause (iii) shall not be deemed to be a Borrowing Base Certificate nor an amendment to the most recent Borrowing Base Certificate delivered by the Borrowers under clause (i) above and, accordingly, the delivery of such extract shall not affect the Eligible Receivables as set out in the most recent Borrowing Base Certificate.

(iv)          permit the Primary Co-Collateral Agents to conduct field audits and examinations of Accounts and Inventory on a quarterly basis or, upon the occurrence and continuance of a Default or upon the Borrowers’ Excess Availability being in an aggregate amount less than $75,000,000, in each case, at any time, at the reasonable request of such Collateral Agent; provided that, in any event, the Borrowers shall deliver a field audit of the Accounts and Inventory of the Loan Parties that is reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents on or before July 21, 2009;

(v)           permit the Primary Co-Collateral Agents to conduct third-party appraisals of Inventory no more than twice per year, or, upon the occurrence and continuance of a Default or upon the Borrowers’ Excess Availability being in an aggregate amount less than $75,000,000, in each case, at any time, at the reasonable request of such Collateral Agent; provided that, in any event, the Borrowers shall deliver a third-party appraisal of Inventory of the Loan Parties, that is reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents on or before July 21, 2009;

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(vi)          with respect to each Loan Party and concurrently with the delivery of each Borrowing Base Certificate, deliver to the Primary Agents and the Primary Co-Collateral Agents a summary of Inventory by location and type with a supporting perpetual Inventory report (in form and with parties reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents), in each case accompanied by such supporting detail and documentation as shall be requested by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion;

(vii)         with respect to each Loan Party and concurrently with the delivery of each Borrowing Base Certificate, deliver to the Primary Agents and the Primary Co-Collateral Agents a trial balance (in form and with parties reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents) showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days, 91 to 120 days and 121 days or more, accompanied by such supporting detail and documentation as shall be requested by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion;

(viii)        at the time of delivery of each of the monthly financial statements delivered pursuant to Section 5.03(b), deliver to the Primary Agents and the Primary Co-Collateral Agents:

(A)          a reconciliation of the Accounts trial balance (in form and with parties reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents) of the Loan Parties to the most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 5.03(b), in each case accompanied by such supporting detail and documentation as shall be requested by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion;

(B)           a reconciliation of the inventory (in form and with parties reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents) by location to the most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 5.03(b), in each case accompanied by such supporting detail and documentation as shall be requested by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion;

(C)           an aging of accounts payable (in form and with parties reasonably satisfactory to the Primary Agents and the Primary Co-Collateral Agents) and a reconciliation of that accounts payable aging to each Loan Party’s general ledger and monthly financial statements delivered pursuant to Section 5.03(b), in each case accompanied by such supporting detail and documentation as shall be requested by the Primary Agents and the Primary Co-Collateral Agents in their reasonable discretion;

(ix)           each Loan Party, at its own expense, shall deliver to the Primary Agents and the Primary Co-Collateral Agents the results of each physical verification, if any, that such Borrower or any of its respective Subsidiaries may in their discretion have made, or caused any other Person to have made on their behalf, of all or any portion of their

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Inventory (and, if a Default or an Event of Default has occurred and is continuing, each Loan Party shall, upon the request of the Primary Agents and the Primary Co-Collateral Agents, conduct, and deliver the results of, such physical verifications as the Primary Agents and the Primary Co-Collateral Agents may require); and

(x)            deliver to the Primary Agents and the Primary Co-Collateral Agents such other reports, statements and reconciliations with respect to the Borrowing Base, or Collateral of each Loan Party as the Primary Agents and the Primary Co-Collateral Agents, as the case may be, shall from time to time request in their reasonable discretion.

Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of a Lender contained herein and in the event of any conflict or inconsistency between the calculation of the Advances and Letters of Credit available to Borrowers as set forth in any Borrowing Base Certificate and as determined by Primary Agents and the Co-Collateral Agents, the determination of Primary Agents and the Co-Collateral Agents shall govern and be conclusive and binding upon Borrowers absent manifest error.

(s)           Give prompt notice to the Primary Agents and the Primary Co-Collateral Agents of any material commercial tort claim that may arise after the date hereof and immediately execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such commercial tort claim to the first priority security interest created under this Agreement.

(t)            Except as otherwise provided in this subsection (t), continue to collect, at its own expense, all amounts due or to become due such Loan Party under all contracts and agreements assigned under Collateral Documents.  In connection with such collections, such Loan Party may take (and, at the Primary Co-Collateral Agents’ direction, shall take) such action as such Loan Party or the Primary Agents and the Primary Co-Collateral Agents may deem necessary or advisable to enforce collection of all contracts and agreements assigned under Collateral Documents; provided, however, that the Primary Agents and the Primary Co-Collateral Agents shall have the right at any time, following the occurrence of an Event of Default that is continuing, to notify the obligors under any Assigned Agreements, Receivables and Related Contracts (the “Obligors”) of the assignment of all contracts and agreements assigned under Collateral Documents to the Collateral Agents and to direct such Obligors to make payment of all amounts due or to become due to such Loan Party thereunder directly to the Applicable Collateral Agent and, upon such notification and at the expense of such Loan Party, to enforce collection of all contracts and agreements assigned under Collateral Documents, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Loan Party might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC or similar rights under the PPSA.  After receipt by any Loan Party of the notice from the Collateral Agents referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Loan Party in respect of all contracts and agreements assigned under Collateral Documents of such Loan Party shall be received in trust for the benefit of the Collateral Agents hereunder, shall be segregated from other funds of such Loan Party and shall be forthwith paid over to the Applicable Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Loan Party on the terms set forth in Section 6.02 so long as no Event of Default shall have occurred and be continuing or (B)

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if any Event of Default shall have occurred and be continuing, applied as provided in Section 6.03 and (ii) such Loan Party will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon.  No Loan Party will permit or consent to the subordination of its right to payment under all contracts and agreements assigned under Collateral Documents to any other indebtedness or obligations of the Obligor thereof.

(u)           [Intentionally omitted].

(v)           Post-Closing Deliverables.

(i)            To the extent not delivered at closing pursuant to Section 3.01(a)(vi), if required to meet the Guaranty Coverage Test, within 60 days following the Closing Date, guaranties and Collateral Documents executed by the Foreign Subsidiaries as guarantors and Loan Parties, together with corresponding documents of the type set forth in Section 3.01(a)(vi);

(ii)           Within 30 days following the Closing Date, real estate lien searches for owned property other than where the Mortgages are located;

(iii)          Within 60 days following the Closing Date, United States real estate mortgages, evidence of title insurance, to the extent required by the title insurer or the Primary Agents and the Primary Co-Collateral Agents, surveys, certificates and other documentation (including, without limitation, legal opinions reasonably requested by the Primary Agents and the Primary Co-Collateral Agents) and related conditions;

(iv)          Within 60 days following the Closing Date, the Loan Parties shall furnish to the Primary Agents and the Primary Co-Collateral Agents agreements from the owners of the fee interests of the real property of the Loan Parties that is the subject of Industrial Development Board sale and leaseback transactions, in form and substance satisfactory to the Lead Arrangers, which agreements shall provide for the grant of Liens on such fee interests securing the Obligations under the Loan Documents;

(v)           Concurrently with the delivery of any guaranty or Collateral Document by any Loan Party required by clauses (i) or (iii) of this Section 5.01(v), such Loan Party shall furnish to the Primary Agents and the Primary Co-Collateral Agents resolutions, charter or other constitutive documents, certificates, legal opinions and other documents with respect to such Loan Party as may be customary with respect to the applicable jurisdiction, as reasonably determined by the Primary Agents and the Primary Co-Collateral Agents;

(vi)          If not delivered or completed on or prior to the Closing Date, complete and deliver each of the items set forth in the Post-Closing Letter executed by the Borrowers and dated as of the date hereof, within the time periods specified therein.

provided that the time periods set forth in this Section 5.01(v) may be extended upon the request of the Borrowers, if the Borrowers are diligently pursuing the same, in the sole discretion of the Primary Agents and the Primary Co-Collateral Agents; provided further that any documentation delivered pursuant to this Section 5.01(v) shall constitute a Loan Document hereunder and any such document creating or purporting to create a Lien in

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favor of the Applicable Collateral Agent for the benefit of the Secured Parties shall constitute a Collateral Document hereunder.

(w)          Worker’s Compensation.  Upon the release of any Lien on cash or Cash Equivalents of any Loan Party incurred in connection with workers’ compensation, such Loan Party shall promptly (and in any event, within 5 days) deposit such cash and/or Cash Equivalents in an account that is subject to a perfected security interest in favor of the Collateral Agents for the benefit of the Lenders.

(x)            PATRIOT Act; AML Legislation.  Deliver to the Lenders, to the extent requested, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, PATRIOT Act and AML Legislation.

Section 5.02  Negative Covenants.  So long as any Advance shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, no Loan Party will, at any time (provided that nothing in this Section 5.02 shall restrict the consummation of the restructuring transactions contemplated by the Reorganization Plans):

(a)           Liens.  Incur, create, assume or suffer to exist any Lien on any asset of any Borrower or any of its Subsidiaries now owned or hereafter acquired by any Borrower or any Guarantor, other than: (i) Liens existing on the date hereof and listed on Schedule 4.01(a), (ii) Permitted Liens, (iii) Liens in favor of the Applicable Collateral Agent and the Secured Parties, (iv) Liens in connection with Debt permitted to be incurred pursuant to Section 5.02(b)(vi) so long as such Liens extend solely to the property (and improvements and proceeds of such property) acquired with the proceeds of such Debt or subject to the applicable purchase money debt or Capitalized Lease, (v) Liens securing obligations in an aggregate principal amount not to exceed $30,000,000, (vi) any junior ERISA claims permitted by Sections 6.01(j), (k) and (l) and (vii) Liens permitted under Section 5.02(b)(xii) covering cash collateral in an amount not exceeding 105% of the face amount of each relevant letter of credit.

(b)           Debt.  Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents, (ii) subject to the Intercreditor Agreement, Debt under the Term Loan Agreement and the other Term Loan Documents and Refinancings (as such term is defined in the Intercreditor Agreement) thereof, (iii) Debt arising from Investments among the Borrowers and their respective Subsidiaries that are permitted hereunder, (iv) Debt in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (v) Debt consisting of guaranties permitted by Section 5.02(c); (vi) Debt constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $40,000,000, (vii) Debt in respect of Hedge Agreements entered into in the ordinary course of business (and not for speculative purposes) to protect against fluctuations in interest rates, foreign exchange rates and commodity prices, (viii) indebtedness which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting a Default or an Event of Default; (ix) indebtedness in respect of netting services, customary overdraft protections and otherwise in connection with deposit accounts in the ordinary course of business, (x) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $30,000,000, (xi)

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Debt permitted by Section 5.02(o); (xii) reimbursement obligations with respect to cash-collateralized letters of credit, in an aggregate amount not to exceed $50,000,000 at any time outstanding (whether contingent or actual), (xiii) Debt with respect to the Latam Credit Facilities and the QWI Cash Management Facilities; (xiv) Debt under the New Unsecured Notes (and any Permitted Refinancing thereof); (xv) Debt existing as of the Closing Date (including drawn and undrawn amounts under lines of credit), as specified in Schedule 5.02(b), and any Permitted Refinancings thereof and (xvi) Debt of any Foreign Guarantor in connection with any transaction permitted by Section 5.02(h)(viii) .

(c)           Guarantees and Other Liabilities.  Contract, create, incur, assume or permit to exist, or permit any Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) for any guaranty of Debt or other obligations of any Borrower or any Guarantor if such Borrower or such Guarantor could have incurred such Debt or obligations under this Agreement (other than pursuant to Section 5.02(b)(v)), (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business and (iii) Guarantee Obligations constituting Investments of the Borrowers and their respective Subsidiaries permitted hereunder.

(d)           Restricted Junior Payments.  Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital, purchase or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of any Borrower, or set apart any sum for the aforesaid purposes, or make any cash payment of interest on the New Unsecured Notes, other than:

(i)            dividends among North American Loan Parties;

(ii)           payments in kind of interest on the New Unsecured Notes which is capitalized and added to the principal thereof;

(iii)          declaration of dividends on the Class A Preferred Shares, provided that any cash payments of such dividends shall only be permitted pursuant to clause (iv) or (v) below;

(iv)          cash payments of dividends and distributions on the Class A Preferred Shares and cash payments of interest on the New Unsecured Notes in an aggregate amount for all such payments not to exceed $12,500,000 per annum, provided that, before and after giving effect to each payment pursuant to this clause (iv), (1) no Default or Event of Default shall have occurred and be continuing, (2) the Parent and its Subsidiaries shall be in compliance, on a pro forma basis, with each of the covenants set forth in Section 5.04 of this Agreement, (3) the Liquidity Availability shall be at least $175,000,000 and (4) the aggregate principal amount of the Term Loans shall have been reduced to $225,000,000 or less; and